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                                                                   Exhibit 99.1

                                 CAUTIONARY STATEMENT
                         REGARDING FORWARD-LOOKING STATEMENTS

     NM Holdings, Inc. (the "Company") wishes to take advantage of the "safe 
harbor" provisions of the Private Securities Litigation Reform Act of 1995 
(the "Act") and is filing this cautionary statement in connection with such 
safe harbor legislation.

     The Company's Form 10-KSB and annual report to shareholders, any Form 
10-QSB or Form 8-K filed by the Company or any other written or oral 
statements made by or on behalf of the Company may include "forward-looking 
statements" as defined in the Act.  The words "believe," "expect," 
"anticipate," "intend," "estimate," "forecast," "project" and similar 
expressions identify such forward-looking statements.  Forward-looking 
statements reflect the Company's current views with respect to future events 
and financial performance, and the Company wishes to caution investors that 
any forward-looking statements made by or on behalf of the Company are 
subject to uncertainties and other factors that could cause actual results to 
differ materially from such statements.  These uncertainties and other 
factors include, but are not limited to, the factors listed below (many of 
which have been discussed in the Company's prior filings
with the Securities and Exchange Commission).

     Although the Company has attempted to list comprehensively these 
important factors, the Company wishes to caution investors that other factors 
may in the future prove to be important in affecting the Company's results of 
operations. New factors emerge from time to time, and it is not possible for 
Company management to predict all of such factors, nor can Company management 
assess the impact of each such factor on the business, or the extent to which 
any factor, or combination of factors, may cause actual results to differ 
materially from those contained in any forward-looking statements.

     Investors are further cautioned not to place undue reliance on such 
forward-looking statements because such statements reflect the Company's 
views only as of the date the statement was made.  The Company undertakes no 
obligation to publicly update or revise any forward-looking statements, 
whether as a result of new information, future events or otherwise.

     CONTROL BY PRINCIPAL SHAREHOLDERS

     Present and former directors and officers and principal shareholders of 
the Company own beneficially approximately 27.85% of the outstanding common 
stock of the Company (the "Common Stock").  As a result, such shareholders 
may have the ability to control the election of the Company's entire Board of 
Directors and the affairs of the Company, including all fundamental corporate 
transactions such as acquisitions, mergers, consolidations and the sale of 
substantially all of the Company's assets.

     UNDESIGNATED STOCK

     The Company's authorized capital consists of 6,250,000 shares of capital 
stock, of which 5,000,000 shares are designated as Common Stock and 1,250,000 
are preferred shares undesignated as to series.  The Company has no 
outstanding shares of preferred stock, and there are no current plans to 
designate or issue any shares of preferred stock.  Nevertheless, the 
Company's Board of Directors has the power to issue any or all of these 
shares of unissued stock, including the authority to establish the rights and 
preferences of the unissued shares, without shareholder approval.  
Furthermore, as a Minnesota corporation, the Company is subject to certain 
"anti-takeover" provisions of the Minnesota Business Corporation Act.  These 
provisions and the power to issue additional shares and to establish separate 
classes or series of common or preferred stock may, in certain circumstances, 
deter or discourage take-over attempts and other changes in control of the 
Company not approved by the Board of Directors.


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     LIMITATIONS ON BROKER-DEALER SALES OF COMMON STOCK; APPLICABILITY OF "PENNY
     STOCK" RULES; NO ASSURANCE OF CONTINUED QUOTATION ON THE NASDAQ SMALLCAP
     MARKET.

     Federal regulations promulgated under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), regulate the trading of so-called "penny
stocks" (the "Penny Stock Rules"), which are generally defined as any security
not listed on a national securities exchange or The Nasdaq Stock Market
("Nasdaq"), priced at less than $5.00 per share and offered by an issuer with
limited net tangible assets and revenues.  In addition, equity securities listed
on Nasdaq that are priced at less than $5.00 per share are deemed penny stocks
for the limited purpose of Section 15(b)(6) of the Exchange Act.  Therefore, if,
during the time in which the Common Stock is quoted on The Nasdaq SmallCap
Market, the Common Stock is priced below $5.00 per share, trading of the Common
Stock will be subject to the provisions of Section 15(b)(6) of the Exchange Act,
which make it unlawful for any broker-dealer to participate in a distribution of
any penny stock without the consent of the Securities and Exchange Commission
(the "Commission") if, in the exercise of reasonable care, the broker-dealer is
aware of or should have been aware of the participation of a previously
sanctioned person.  In such event, it may be more difficult for broker-dealers
to sell the Common Stock, and purchasers of shares of Common Stock may
experience difficulty in selling such shares in the future in secondary trading
markets.

     The Common Stock is currently listed on The Nasdaq SmallCap Market.  On
August 22, 1997, the Commission approved a number of proposed changes to the
Nasdaq listing requirements effective February 22, 1998.  Common and preferred
stock must have a minimum bid price of $1.00.  All companies listed on The
Nasdaq SmallCap Market must meet specific corporate governance requirements,
including distributing annual and interim reports, maintaining a minimum of two
independent directors, holding an annual shareholder meeting, meeting quorum
requirements, soliciting proxies, reviewing conflicts of interest, obtaining
shareholder approval for certain corporate actions and having certain
shareholder voting rights.  A company listed on The Nasdaq SmallCap Market also
must meet three additional requirements:  (i) the company must have either net
tangible assets of more than $2 million, a market capitalization of $35 million
or net income of $500,000; (ii) the company must have a public float of 500,000
shares; and (iii) the market value of such public float must be more than
$1 million.  Additionally, the company must have a minimum of 300 round lot
shareholders and there must be at least two market makers in the company's
common stock.  Failure by a company to comply with these requirements or to file
a plan acceptable to Nasdaq for meeting such requirements may result in the
delisting of the company's common stock from The Nasdaq SmallCap Market.

     On November 6, 1998, the Company received notice from Nasdaq that its 
Common Stock was not in compliance with the minimum bid price requirement of 
$1.00 per share, pursuant to NASD Marketplace Rule 4310(c)(4).  On November 
19, 1998, the Company received notice from Nasdaq that it did not maintain 
net tangible assets of at least $2 million as required pursuant to NASD 
Marketplace Rule 4310(c)(2).  The Company believes that subsequent to the 
closing of its transactions with ZEVEX, Inc. and GalaGen Inc. on December 23, 
1998, and as a result of certain changed market conditions related to the 
Common Stock minimum bid price and related market capitalization, the Company 
currently is in compliance with Rules 4310(c)(4) and 4310(c)(2).  On January 
13, 1999, the Company also received notice from Nasdaq that subsequent to the 
closing of its transactions with ZEVEX, Inc. and GalaGen Inc., the Company's 
status as a "shell" corporation disqualifies it for inclusion in The Nasdaq 
SmallCap Market pursuant to NASD Marketplace Rules 4300 and 4330.  A hearing 
with representatives of Nasdaq was held on March 26, 1999, regarding this 
delisting action.  At the hearing the Company requested a listing extension 
in light of its agreement with MJK Holdings, Inc. Nasdaq officials have 
indicated that a final determination will be made in approximately three to 
four weeks.

     Should the Common Stock be suspended from trading privileges as a result of
the Company's failure to comply with applicable requirements, the Company, prior
to re-inclusion, must comply with the requirements prior to continued listing.
However, should the Common Stock be terminated from trading privileges on The
Nasdaq SmallCap Market, the Company, prior to re-inclusion, must comply with the
applicable requirements for initial inclusion on The Nasdaq SmallCap Market,
which are more stringent than the requirements for continued listing. There can
be no assurance that the Common Stock will continue to be listed on The Nasdaq
SmallCap Market.


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     In the event that the Common Stock is delisted from The Nasdaq SmallCap 
Market and the Company fails to meet other relevant criteria, trading, if 
any, in shares of the Common Stock would be subject to the full range of the 
Penny Stock Rules.  Under Exchange Act Rule 15g-8, broker-dealers must take 
certain steps prior to selling a penny stock, which steps include:  (i) 
obtaining financial and investment information from the investor; (ii) 
obtaining a written suitability questionnaire and purchase agreement signed 
by the investor; (iii) providing the investor with a written identification 
of the shares being offered and in what quantity; and (iv) delivering to the 
investor a written statement setting forth the basis on which the 
broker-dealer approved the investor's account for the transaction.  If the 
Penny Stock Rules are not followed by a broker-dealer, the investor has no 
obligation to purchase the shares. Accordingly, delisting from The Nasdaq 
SmallCap Market and the application of the comprehensive Penny Stock Rules 
may make it more difficult for broker-dealers to sell the Common Stock, 
purchasers of shares of Common Stock may have difficulty in selling such 
shares in the future in secondary trading markets and the per-share price of 
the Common Stock would likely be greatly reduced.

     DEPENDENCE UPON MANAGEMENT

     The ability of the Company to identify an appropriate business 
combination entity is substantially dependent upon certain key management 
personnel, particularly George E. Kline.  The loss of such key management 
personnel could have a material adverse effect on the Company's ability to 
identify such entities and consummate a business combination transaction.

     SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS

     The success of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity.  While Company management intends to seek
business combinations with entities having established operating histories,
there can be no assurance that the Company will be successful in locating
candidates meeting such criteria.  In the event the Company completes a business
combination transaction, the success of the Company's operations may be
dependent upon management of the successor entity and numerous other factors
beyond the Company's control.

     SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES

     The Company is and will continue to be an insignificant participant in the
business of seeking business combination transactions with other companies and
entities.  A large number of established and well financed entities, including
venture capital firms, are active in mergers and acquisitions of business
entities that may be desirable candidates for a strategic combination with the
Company.  Such competitors may have significantly greater financial resources,
technical expertise and managerial capabilities than the Company.  Consequently,
the Company may be at a competitive disadvantage in identifying possible
business combination opportunities and successfully completing a business
combination transaction.

     NO AGREEMENT OR STANDARDS FOR BUSINESS OPPORTUNITIES

     On March 17, 1999, the Company issued a press release announcing it had 
commenced negotiations with Miller, Johnson & Kuehn, Incorporated, a 
brokerage/clearing firm located in Minneapolis, Minnesota ("MJK") regarding 
an acquisition transaction. On March 25, 1999, the Company entered into an 
agreement with MJK Holdings, Inc., the parent Company of MJK, pursuant to 
which MJK will merge with and into a newly formed, wholly owned acquisition 
subsidiary of the Company.  The agreement provides that each share of capital 
stock of MJK Holdings, Inc. will be exchanged for 3.76378 shares of Company 
Common Stock.  The closing of the transaction is subject to various closing 
conditions, including, but not limited to, the approval of the Company's 
shareholders.  There can be no assurance that the Company will be successful 
in closing the above transaction with MJK Holdings, Inc., or identifying and 
evaluating suitable other business opportunities or consummating a business 
combination transaction.  There is no assurance that the Board of Directors 
will be able to negotiate a business combination on terms favorable to the 
Company.  The Company has not established a specific length of operating 
history or a specified level of earnings, assets, net worth or other criteria 
that it will require a target business opportunity to have achieved, and 
without which the Company will not consider a business combination with such 
entity.  Accordingly, the Company may

                               Page 3 of 4 pages

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enter into a business combination with an entity having losses, limited or no
potential for earnings, limited assets, no significant operating history,
negative net worth or other negative characteristics.

     REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT

     The Exchange Act requires companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the acquired company or entity, covering one or two years
depending on the size of the acquisition.  The time and additional costs that
may be incurred by some target entities to prepare such statements may
significantly delay or preclude consummation of an otherwise desirable
acquisition by the Company.  Acquisition prospects that do not have or are
unable to obtain the required audited financial statements may not be
appropriate for acquisition so long as the reporting requirements of the
Exchange Act are applicable.

     LACK OF DIVERSIFICATION

     The Company's proposed operations may result in the Company engaging in a
business combination with only one business opportunity entity.  Consequently,
the Company's activities may be limited to those engaged in by the business
opportunity which the Company acquires.  The Company's inability to diversify
its activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

     CHANGE IN CONTROL AND MANAGEMENT

     A business combination transaction involving the issuance of Common Stock
may result in shareholders of a business opportunity entity obtaining a
controlling interest in the Company.  Any such business combination may require
Company management to sell or transfer all or a portion of their shares of
Common Stock, or resign as directors and officers of the Company.  The resulting
change in control of the Company could result in the removal of one or more
Company officers and directors and a corresponding reduction in or elimination
of their participation in the future affairs of the Company.  In addition, the
issuance of shares of Common Stock in connection with a business combination
transaction would result in the reduction in percentage of shares of Common
Stock owned by present shareholders of the Company.

     DISADVANTAGES OF BLANK CHECK OFFERINGS

     The Company may enter into a business combination transaction with an
entity that desires to establish a public trading market for its shares.  An
issuance of the Company's shares of Common Stock in connection with such a
business combination transaction may be subject to applicable federal and state
laws regarding the issuance of "blank check" stock.  The consequences of such
laws include, but are not limited to, time delays of the registration process,
significant expenses incurred in connection with such an offering, and
comprehensive disclosure regarding the Company's business, management and
financial condition.


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