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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

STOCKWALK.COM GROUP, 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-K, any Form 10-Q 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 these important factors, the Company wishes to caution investors that other factors might 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.

Risk Factors

The following matters, among others, may have a material adverse effect on the business, financial condition, liquidity, and results of operations or
prospects, financial or otherwise, of Stockwalk.com Group, Inc.

Control by Certain Shareholders

Directors and executive officers of the Company beneficially own approximately 84.6% of the outstanding Common Stock. As a result, such directors, officers and
certain principal shareholders of the Company and MJK may have the ability to effectively control the election of the Company's entire Board of Directors and the affairs of the Company, including, but
not limited to, 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 100,000,000 shares of capital stock, of which 50,000,000 shares are designated as Common Stock and 50,000,000 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 Corporations 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.

Uncertain Industry Factors; Economic and Market Conditions

The securities business is, by its nature, subject to various risks, particularly in volatile or illiquid markets, including the risk of losses resulting from
the underwriting or ownership of securities, customer fraud, employee errors and misconduct, failures in connection with the processing of securities transactions and litigation. The company's
business and its profitability are affected by many factors, including the volatility and price level of the securities markets; the volume, size and timing of securities transactions; the demand for
investment banking services; the level and volatility of interest rates; the availability of credit; legislation affecting the business and financial communities; and the economy in general. Markets
characterized by low trading volumes and depressed prices generally result in reduced commissions and investment banking revenues as well as losses from declines in the market value of securities
positions. Moreover, since a portion of the Company's revenues are derived from underwriting initial public offerings ("IPOs") and bond financing, any decline in the overall IPO or bond market, among
other factors, could have a material adverse effect on the operations of MJKI.

Risks Associated with Investment Banking

Investment banking activities subject the Company's capital to certain risks. Such risks include market, credit and liquidity risks, which risks arise
primarily when underwritten securities cannot be resold, for any reason, at anticipated price levels. Further, under applicable securities laws and court decisions with respect to underwriters'
liability and limitations on indemnification by issuers, an underwriter may be exposed to substantial securities liability arising out of public and private offerings of equity and debt instruments.

Risks Associated with Principal Transactions

As a market maker, MJKI uses its capital to maintain substantial inventories of long and/or short positions in securities in order to engage in principal
transactions with customers as well as with other broker-dealers. These securities are marked-to-market with resulting unrealized gains and losses reported as revenue or losses
from principal transactions. The maintenance of such positions exposes the company to the possibility of significant losses when market prices of the securities comprising such positions change.

Extensive Government Regulation; Strict Net Capital Requirements

The Company's business and the securities industry generally, are subject to extensive regulation at both the federal and state levels. In addition,
self-regulatory organizations, such as the NASD, require strict compliance with their rules and regulations. Among other things, these regulatory authorities impose restrictions on sales
methods, trading practices, use and safekeeping of customer funds and securities, record keeping and the conduct of principals and employees. The extensive regulatory framework applicable to
broker-dealers, the purpose of which is to protect customers and the integrity of the securities markets, imposes significant compliance burdens on the Company. Failure to comply with any of the laws,
rules or regulations of any independent, state or federal regulatory authority could result in a fine, injunction, suspension or expulsion from the industry, which could have a material adverse impact
upon the Company. The Commission and the NASD also have stringent provisions with respect to net capital requirements applicable to the operation of securities firms. A significant

operating loss or any charge against the net capital of the Company could adversely affect its ability to operate, expand or, depending upon the magnitude of the loss or charge, maintain its present
level of business. Furthermore, amendments to existing statutes and regulations or the adoption of new statutes and regulations could require the Company to alter its methods of operation at costs,
which could be substantial.

Small Capitalization Companies

A large portion of the MJK's business focuses on the underwriting, brokerage and trading of securities of small capitalization companies, a segment of the
securities industry which may be subject to greater risks than the securities industry as a whole and, consequently, may be marketable to only a limited segment of the investing public. The Company
believes that certain small capitalization companies have significant potential for growth, although such companies generally have limited product lines, markets, market shares and financial resources
and their securities may trade less frequently and in more limited volume than those of more established companies. Additionally, in recent years, the stock market has experienced a high degree of
price and volume volatility for the securities of many small capitalization companies. In particular, small capitalization companies that trade in the over-the-counter markets
have experienced wide price fluctuations not necessarily related to the operating performance of such companies.

Credit Risks

The Company does all transactions for the Company's customers and for a number of other brokerage firms on a fully disclosed basis. The firm also lends funds
to its customers and customers of its correspondent firms as margin credit. These loans are made to customers on a secured basis, with the firm maintaining collateral in the form of saleable
securities, cash or cash equivalents. Pursuant to the terms of agreements, in the event that customers or a correspondent firm, if any, fail (a) to pay for their purchases, (b) to supply
securities that they have sold on a customer's behalf, (c) to repay funds they have borrowed, or (d) to satisfy any customer obligations, the company would be obligated for any resulting
losses.

Legal Proceedings

Many aspects of the Company's business involve substantial risks of potential liability and regulatory enforcement by state and federal regulators. In recent
years, there also has been an increasing incidence of litigation or arbitration involving participants in the securities industry. Underwriters and agents are subject to substantial potential
liability for material misstatements and omissions in
prospectuses and other communications with respect to underwritten offerings of securities. Claims by dissatisfied customers for fraud, unauthorized trading, suitability, churning, mismanagement and
breach of fiduciary duty are regularly made against broker-dealers. There can be no assurance that any such proceedings will not have a material adverse legal or economic effect on the Company.
Moreover, as a result of increased publicity regarding legal proceedings against broker-dealers and the resulting heightened public awareness of such matters, it is possible that certain legal
proceedings which can be settled or otherwise resolved without a material adverse economic effect on the Company, could generate adverse publicity which in turn could have a material adverse effect on
the Company's operations.

Current and Potential Reforms in the NASDAQ Market

The NASDAQ market has come under intense scrutiny in the media and political arenas during the past few years and has been the subject of Commission
investigations into its operations. Concerns have been raised with respect to the size of the spreads between the price paid by investors purchasing NASDAQ-listed securities and the dealers who
process the transactions. Concerns also have been


raised with respect to microcap fraud, whether NASDAQ's listing requirements are sufficiently stringent and whether the NASD, the trade organization controlling the NASDAQ market, carefully polices
NASDAQ-listed companies. In response, the NASD has begun to boost its internal compliance and monitoring programs, including establishing a separate regulatory unit, NASD Regulation, Inc.
("NASDR"). More specifically, the NASDR has been hiring numerous new enforcement aides to better monitor trading activities among dealers and to scrutinize companies' compliance with applicable
listing standards, and heightening its overall monitoring of small capitalization companies.

The
effects of NASDAQ reform on the operations of brokerage firms, especially those specializing in the securities of small capitalization companies, cannot be fully anticipated. The
cost of compliance with any new rules, regulations and procedures instituted by the NASDR could be significant. Increased compliance costs or the inability to attain or maintain the listing of
underwriting clients on the NASDAQ system, or a combination thereof, could adversely affect the financial performance of MJKI.

Risks Associated with Acquisition of Broker-Dealers

There can be no assurance that the Company will effect any acquisitions or that the Company will be able to successfully integrate into its operations any
acquired business or branch office.

Dependence on Key Personnel

For the foreseeable future, the company will place substantial reliance upon the personal efforts and abilities of Eldon C. Miller, Chairman of the Board and
Chief Executive Officer, and David B. Johnson, Executive Vice President. The loss of services of them likely would have a material adverse effect on the business, operations, revenues and/or prospects
of the Company. Key man life insurance on certain members of the Company's management presently would be utilized to fund at least partially the repurchase of their common shares on death. The success
of the Company is also dependent upon its ability to retain and hire additional highly skilled personnel. Competition among broker-dealers for experienced personnel is intense. There can be no
assurance that the Company will be able to retain such personnel or hire and retain additional qualified and skilled personnel.

No Dividends

The company intends to retain all earnings in the foreseeable future for the Company's continued growth and does not expect to declare or pay any cash
dividends in the foreseeable future. Moreover, the Company's ability to pay dividends in the future may be restricted by its brokerage subsidiaries' obligations to comply with the net capital rules
applicable to broker-dealers.

Risks Associated with Management of a Changing Business

The Company has experienced substantial changes in and expansion of its business and operations and expects to continue to experience periods of rapid change
in connection with its intended development of offering electronic and Internet brokerage services. The Company's past expansion has placed, and any future expansion would place, significant demands
on the company's administrative, operational, financial and other resources. The Company expects operating expenses and staffing level to continue to increase in the future. In particular, the Company
intends to hire a significant number of additional skilled personnel, including persons with experience in both the computer and brokerage industries, and, in particular, persons with Series 7
or other broker-dealer licenses. Competition for such personnel is intense, and there can be no assurance that the Company will be able to attract, assimilate or retain additional highly qualified
senior managers and technical persons in the future. The Company also expects to expend resources with respect to future expansion of its accounting and internal management systems and the
implementation of a variety of new systems and procedures. In addition, the Company expects that future expansion will continue to challenge the Company's ability


to hire, train, motivate and manage its associates. If the Company's revenues do not increase in proportion to its operating expenses, the Company's management systems do not expand to meet increasing
demands, the company fails to attract, assimilate and retain qualified personnel, or the Company's management otherwise fails to manage the company's expansion effectively, there would be a material
adverse effect on the company's business, financial condition and operating results.

Risks of Systems Failure

The rapid growth in the use of the company's services has strained its ability to adequately expand technologically. The haste required in acquiring new
equipment and applications might result in less rigorous testing and validation of hardware and software, which could lead to performance problems. In addition, the Company will rely on a number of
third parties to process its transactions, all of which will need to expand the scope of the operations they perform for the Company. Any backlog caused by a third party's inability to expand at the
rate necessary to meet the Company's needs could have a material adverse effect on the Company's business, financial condition and operating results. As trading volume increases, the Company may have
difficulty hiring, training and integrating qualified personnel at the necessary pace. The shortage of licensed personnel could cause a backlog in the processing of orders that require review, which
would expose the Company to unsatisfied customers, and also potentially to the liability for transactions that were ordered but not executed on a timely basis.

The
Company's online broker service will receive and process trade orders principally through the Internet, online services and touch-tone telephone. This method of
trading is heavily dependent on the integrity of the electronic systems supporting it. Orders placed from the close of the stock markets one day until the opening the next business day must be
processed through the Company's system in a short period of time prior to the opening of the stock markets. Heavy stress will be placed on the Company's systems during peak-trading times
that could cause the company's systems to operate at unacceptably low speed or fail. Any significant degradation or failure of the company's systems or any other systems in the trading process (e.g.,
online service providers, record keeping and data processing functions
performed by third parties and third-party software such as Internet browsers), even for a short time, could cause customers to suffer delays in trading. Such delays could cause substantial losses for
customers and could subject the company to claims or litigation from customers for losses.

Risks Associated with Entering New Markets

One element of the Company's strategy is to enter new markets. No assurance can be given that the Company will be able to successfully enter the online
brokerage industry and adapt its proprietary processing technology to provide information and transaction processing services in other markets or that, if successful with such adaptation, it will
compete successfully in any such new markets. The Company plans, subject to regulatory approval, to establish investment banking operations, raising public and private equity capital for companies
over the Internet and other electronic media. In addition, the Company's strategy is to pursue opportunities to increase the Company's customer base and the transaction value and number of products
and services offered to the Company's customers. There can be no assurance that the Company will be successful in its pursuit of these opportunities or that such pursuit will not divert management
attention or inefficiently utilize the Company's resources.

Significant Fluctuations in Quarterly Operating Results

The Company expects to experience significant fluctuation in future quarterly operating results that may be caused by many factors. Some of which would
include: the timing of introductions or enhancements of online brokerage services and products by the Company or its competitors; market acceptance of online brokerage services and products; the pace
of development of the market for online equity and debt offerings commerce; changes in trading volume in the securities markets; trends in the securities markets; changes in pricing policies by the
Company or its competitors; changes in


strategy; the success of or costs associated with acquisitions, joint venture or other strategic relationships; changes in key personnel; seasonal trends; the extent of international expansion; the
mix of international and domestic sales; changes in the level of operating expenses to support projected growth; and general economic conditions.

Due
to the foregoing factors, quarterly revenue and operating results are difficult to forecast, and the company believes that period-to-period comparison of
its operating results will not necessarily be meaningful and should not be relied upon as any indication of future performance. It is likely that the company's future quarterly operating results from
time to time will not meet the expectations of securities analysts or investors, which may have an adverse effect on the market value of the company Common Stock.

Substantial Competition

The general financial success of companies within the securities industry over the past several years has strengthened existing competitors. Management
believes that such success will continue to attract new competitors to the industry, such as banks, software development companies, insurance companies, providers of online financial and information
services and others, as such companies expand their product lines. Commercial banks and other financial institutions have become a competitive factor in the securities industry by offering their
customers certain corporate and individual financial services traditionally provided by securities firms. The current trend toward consolidation in the commercial banking industry could further
increase competition in all aspects of the company's business. Commercial banks generally are expanding their securities activities, as well as their activities relating to the provision of financial
services. While it is not possible to predict the type and extent of competitive services that commercial banks, other financial institutions, and insurance companies
ultimately may offer or whether administrative or legislative barriers will be repealed or modified, brokerage firms such as the company may be adversely affected by such competition or legislation.
Particularly as financial services and products proliferate, to the extent the company's competitors are able to attract and retain customers on the basis of the convenience of one-stop
shopping, the Company's business or its ability to grow could be adversely affected. In many instances, the Company is competing with such organizations for the same customers. In addition,
competition among financial services firms exists for experienced technical and other personnel.

There
can be no assurance that the Company will be able to compete effectively with current or future competitors or that the competitive pressures faced by the Company will not have
a material adverse effect on the Company's business, financial condition and operating results.

The
market for Internet brokerage services is relatively new, rapidly evolving and intensely competitive, and the Company expects competition to continue and intensify in the future.
The Company will encounter direct competition from other brokerage firms providing either touch-tone telephone or online brokerage services, or both. Discount brokerage firms generally
effect transactions for their customers on an "execution only" basis, without offering other services such as portfolio valuation, investment recommendations and research. These competitors include
such discount brokerage firms as Charles Schwab & Co., Inc. ("Charles Schwab"), Fidelity Brokerage Services, Inc., Waterhouse Securities, Inc., Quick &
Reilly, Inc. ("Quick & Reilly"), Pacific Brokerage Services, Inc., National Discount Brokers (a subsidiary of Sherwood Securities Corp.), Lombard Institutional
Brokerage, Inc., firms owned by TransTerra Co. (including All-American Brokers, also known as eBroker) and PC financial network (a division of Donaldson, Lufkin & Jenrette
Securities Corporation), among others. The Company also encounters competition from established full-commission brokerage firms such as Morgan Stanley Dean Witter, Payne Webber
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Smith Barney, Inc., among others. In addition, the company competes with financial institutions,
mutual fund sponsors and other organizations, some of which provide electronic brokerage services.

There
are virtually no barriers to entry in the Internet market in which the company expects to operate. Many of the company's competitors have longer operating histories and
significantly greater financial, technical, marketing and other resources than the company. In addition, many of these competitors offer a wider range of services and financial products than the
company, and thus may be able to respond more quickly to new or changing opportunities, technologies and customer requirements. Many current and potential competitors also have greater name
recognition and more extensive customer bases that could be leveraged, thereby gaining market share to the company's detriment. Such competitors may be able to undertake more extensive promotional
activities, offer more attractive terms to customers than the company and adopt more aggressive pricing policies, possibly even sparking a price war in the brokerage business. Moreover, current and
potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their services and products. Accordingly, it is possible that new
competitors or alliances among competitors may emerge and rapidly acquire significant market share.

Expansion into Internet Trading

The Company is expanding its operations into retail Internet trading. The Company has little experience in this relatively new area of the securities industry,
and there can be no assurance that the Company will be able to expand its operations successfully. Moreover, the Company expects that expansion of the company's operations will continue to increase
moderately which could adversely affect the Company's brokerage operations and profits.

Early Stage of Development of Online Brokerage Business and Dependence on Online Commerce and the Internet

The market for electronic brokerage services, particularly over the Internet, is at an early stage of development and is rapidly evolving. As is typical for
new and rapidly evolving industries, demand and market acceptance for recently introduced services and products are subject to a high level of uncertainty. With respect to the Company, this
uncertainty is compounded by the risks that consumers will not adopt online commerce and that an appropriate infrastructure necessary to support increased commerce on the Internet will fail to
develop, in each case, to a sufficient extent and within an adequate time frame to permit the company to succeed.

Sales
of many of the company's Internet services and products will depend upon the adoption of the Internet by consumers as a widely used medium for commerce and communication. The
Internet may not prove to be viable commercial marketplace because of inadequate development of the necessary infrastructure, such as a reliable network backbone, or timely development of
complementary services and products, such as high speed modems and high speed communication lines. The Internet has experienced, and is expected to continue to experience, significant growth in the
number of users and amount of traffic. There can be no assurance that the Internet infrastructure will continue to be able to support the demands placed on it by this continued growth. In addition,
the Internet could lose it viability due to delays in the development or adoption of new standards and protocols to handle increased levels of Internet activity or due to increased governmental
regulation. Moreover, critical issues concerning the commercial use of the Internet (including security, reliability, cost, and ease of use, accessibility and quality of service) remain unresolved and
may negatively affect the growth of Internet use or the attractiveness of commerce and communication on the Internet. Because global commerce and online exchange of information on the Internet and
other similar open wide area networks are new and evolving, there can be no assurance that the Internet will prove to be a viable commercial marketplace. If critical issues concerning the commercial
use of the Internet are not favorably resolved, if the necessary infrastructure is not developed, or if the Internet does not become a viable commercial marketplace, the company's business, financial
condition and operating results may be materially adversely affected.

Adoption
of online commerce, particularly by those individuals who have historically relied upon traditional means of commerce, will require a broad acceptance by such individuals of
new and substantially different methods of conducting business. Moreover, the Company's brokerage services over the Internet, once developed, will involve a new approach to securities trading and, as
a result, intensive marketing and sales efforts may be necessary to educate prospective customers regarding the uses and benefits of the Company's brokerage services and products. Moreover, the
security and privacy concerns of existing and potential users of the Company's services, may inhibit the growth of online commerce generally, and online brokerage trading in particular, which could
have a material adverse effect on the Company's business, financial condition and operating results.

Rapid Technological Change; Delays in Introduction of New Services and Products

The information and financial services and communications industries are characterized by rapid technological change, changes in customer requirements,
frequent new service and product introductions and enhancements, and emerging industry standards. The introduction of services or products embodying new technologies and the emergence of new industry
standards and practices can render existing services or products obsolete and unmarketable. The Company's future success will depend, in part, on its ability to develop leading technologies, enhance
its existing services and products, and develop new services and products that address the increasingly sophisticated and varied
needs of its prospective customers. Also to respond to technological advances, emerging industry standards, and practices on a timely and cost-effective basis. The development of new
services and products or enhanced version of existing services and products entails significant technical risks. There can be no assurance that the Company will be successful in effectively
implementing and using new technologies, adapting its services and products to emerging industry standards, developing, introducing and marketing service and product enhancements, or new services and
products, or that it will not experience difficulties that could delay or prevent the successful development, introduction or marketing of these services and products, or that its new service and
product enhancements will adequately fulfill customer requirements of the marketplace and achieve market acceptance. If the Company is unable, for technical or other reasons, to develop and introduce
new services and products, enhance existing services and products in a timely manner in response to changing market conditions or customer requirements, or if new services and products do not achieve
market acceptance, the company's business, financial condition and operating results will be materially adversely affected.

Risks Associated with Encryption Technology

A significant barrier to online commerce and communication is the secure transmission of confidential information over public networks. The Company relies on
encryption and authentication technology, including public key cryptography technology licensed from third parties, to provide the security and authentication necessary to effect secure transmission
of confidential information. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography or other events or developments will not result in a
compromise or breach of technologies to be used by the Company to protect customer transaction data. If any such compromise of the company's security were to occur, it could have a material adverse
effect on the Company's business, financial condition and operating results.

Future Capital Needs; Uncertainty of Additional Financing

The Company expects that it will raise additional funds in order to support more rapid expansion, develop new or enhanced services and products, respond to
competitive pressures, acquire complementary businesses or technologies or respond to unanticipated requirements. If additional funds are raised through the issuance of equity securities, the
percentage ownership of the shareholders of the Company will be reduced, shareholders may experience additional dilution in net book value per

share, or such equity securities may have rights, preferences or privileges senior to those of the holders of the Company's Common Stock. There can be no assurance that additional financing will be
available when needed on terms favorable to the Company, if at all. If adequate funds are not available on acceptable terms, the Company may be unable to develop or enhance its services and products,
take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, any of which could have a material adverse effect on the company's business, financial
condition and operating results.

Risks Associated with Acquisitions, Joint Ventures and Other Strategic Relationships

While the Company has no current agreements or negotiations underway with respect to any potential acquisitions other than its planned acquisition of the
internet brokerage assets of M-One Investment Securities, Inc., a San Francisco based internet securities broker/dealer. The Company may make acquisitions of other companies or
technologies in the future, and the Company regularly evaluates such opportunities. Acquisitions entail numerous risks, including difficulties in the assimilation of acquired operations and products,
diversion of management's attention to other business concerns, amortization of acquired intangible assets and potential loss of key employees of acquired companies.
No assurance can be given as to the ability of the Company to consummate any acquisitions or integrate successfully any operations, personnel, services or products that might be acquired in the
future, and the failure of the Company to do so could have a material adverse effect on the company's business, financial condition and operating results.

The
Company intends to establish a number of strategic relationships with online service providers and software and information service providers. There can be no assurance that any
such relationships will be successful or profitable, or that the company will develop any new such relationships.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS