Exhibit 99.1

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 such statements to differ materially from actual results. 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 identify 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.

Company Risks

We experienced overall losses in recent operating periods, and these losses may continue

We experienced an after-tax loss of $1.7 million for the fiscal year ended March 31, 2000 and a $3.0 million loss after tax
for the six months ended September 30, 2000. The losses are primarily attributed to expenses incurred in our online trading
operations. We believe our online brokerage business, particularly our private label growth strategy, will provide a significant
portion of our future revenues. However, we cannot assure you that our growth strategy will prove to be successful or that we will
realize sufficient revenues in future operating periods to become profitable.

Our online brokerage business is in an early stage of development and may not become profitable

We began offering our online brokerage services to the public in September 1999 and incurred substantial losses due to
start-up costs and a limited revenue base. We expect to spend substantial amounts to ramp-up Online Brokerage Solutions Inc., which
may not be recovered. In addition, we cannot assure you that this division will achieve sufficient revenue to absorb all expenses
associated with a rapidly growing business or that market factors or other factors will not cause operating losses in the future.

We expect significant fluctuations in future quarterly operating results, which may be caused by the following factors:



| |  |  | the timing of introductions or enhancements of online brokerage services and products by us or our competitors;
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| |  |  | market acceptance of private label and online brokerage services and products;                                 
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| |  |  | changes in trading volume in the securities markets;                                                           
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| |  |  | trends in the securities markets;                                                                              
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| |  |  | changes in our pricing policies or in our competitors pricing policies;                                       

Exhibit 99.1-1



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| |  |  | the success of and costs associated with acquisitions, joint ventures or other strategic relationships; and
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| |  |  | changes in the level of operating expenses to support projected growth.                                    

Due to the factors listed above, quarterly revenue and operating results are difficult to forecast. As a result, comparing our
period-to-period operating results may not be meaningful, and results of operations from prior periods may not be indicative of
future results. It is likely that our future quarterly results will fluctuate from time-to-time, which could adversely affect the
market value of our common stock.

Because our online brokerage business is in an early stage, we cannot guarantee that customers will accept or use our online services
or that we will be able to effectively manage our expansion

We are in an early stage of development of our online brokerage business. Customer acceptance and demand for online
brokerage services is uncertain due to the industrys relatively short history, rapid technological changes, evolving industry
standards, and frequent new service and product announcements, introductions and enhancements. Customers of traditional full service
brokerage firms, banks or discount brokers may be slow to convert to online brokerage services for a variety of reasons, including
security and privacy concerns. If the market for private label online brokerage services does not develop as we expect, our business,
financial condition and operating results could be materially and adversely affected.

We must adapt to rapid technological changes to remain competitive

The brokerage and financial services industries are characterized by rapid technological change, changes in customer
requirements, frequent new service and product introductions and enhancements, and emerging industry standards. Recent legislative
changes have led to increased competition and consolidation in the industry. The introduction of services or products utilizing new
technologies and the emergence of new industry standards and practices can render existing services or products obsolete and
unmarketable. Our future success will depend, in part, on our ability to accomplish the following:



| |  |  | develop and incorporate leading technologies;                                                                                                 
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| |  |  | enhance our existing services and products;                                                                                                   
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| |  |  | develop new services and products that address the increasingly sophisticated and varied needs of our customers and
prospective customers; and
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| |  |  | respond to technological advances and emerging industry standards and practices on a timely and cost-effective basis.                         

The development of new services or products or enhanced versions of existing services and products may require substantial
capital to cover related expenditures. We cannot assure you that we will be successful in effectively implementing and using new
technologies, adapting our services and products to emerging industry standards, or developing, introducing and marketing service and
product enhancements or new services and products. Additionally, we may experience difficulties that could delay or prevent the
successful development, introduction or marketing of these services and products, or our new services and product enhancements may
fail to adequately meet the requirements of the marketplace and achieve market acceptance. Our failure, for technical reasons or
otherwise, to develop and introduce new services and products or enhancements of existing services and products in a timely manner in
response to changing market conditions or customer requirements, or to achieve market acceptance of our new services and products,
could adversely and materially affect our business, financial condition and operating results.

We rely upon third parties to provide critical transaction functions

All of our servers are leased from or housed at Digital Island, Inc. under an agreement whereby Digital Island provides
turnkey maintenance of our servers that route all of our transaction traffic. Automated Financial Systems, Inc. currently provides
the software systems that manage our online securities brokerage activity. We also have an agreement with Securities Industries
Software Corporation, a division of ADP, to run our back office system. Finally, we contract with other vendors to produce, batch and
mail our confirmations and customer reports. We do not have long-term agreements with any of these third parties, including Digital
Island. As our business grows, we cannot be assured that the technology and services we require from third parties will be
available. A third party contractors inability to meet our needs could cause us to be unable to timely and accurately process our
customers transactions or maintain complete and accurate records of such transactions. In such event, we may be forced to slow

Exhibit 99.1-2



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the
expansion of our customer base or risk the loss of customers. Our long-term objective is to develop our own systems to replace
certain of these functions provided by critical third party vendors. However, for the next several years, we will continue to be
dependent upon third party vendors, and there is no assurance that we will be able to successfully develop and install internal
systems to provide such services, or that our systems will be cost-effective or as dependable as those of our third party vendors.

If the equipment and systems we rely upon fail or perform poorly, our customers could suffer delays in trading, which could subject us to claims for those losses and lost accounts

Our online brokerage service receives and processes trade orders principally through the Internet and the telephone. This
method of trading depends heavily on the integrity of the technology supporting it. Orders placed from the close of the stock markets
one day until the opening of the next business day must be processed through our system in a short period of time prior to the
opening of the stock markets. During peak trading times, our systems will be subject to heavy volume that could cause them to operate
at unacceptable speeds or to fail. Any significant degradation or failure of our systems or any other systems in the trading process
(e.g., online service providers, our trading engine, 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 result in substantial customer losses and could subject us to claims or litigation for those losses or to the loss of
dissatisfied customers.

We rely on strategic alliances with third parties to develop and maintain our private label customer base, and we cannot guarantee
that we will be able to attract customers through these relationships

A major facet of our growth strategy involves developing relationships with online bank service providers, small to
medium-sized financial institutions and affinity groups and Internet portals. We rely on these third parties to market our services,
and we expect that a large portion of our online customer base will come from persons and entities that have pre-existing customer or
membership relationships with these entities and organizations. If we fail to maintain existing relationships with these online bank
service providers, small to medium-sized financial institutions or affinity groups and Internet portals, or if we fail to develop new
relationships, our ability to attract new customers may be impaired. We cannot assure you that our current relationships with these
organizations will continue to exist, nor can we assure you that we will be able to draw customers out of these relationships. Our
inability to maintain such relationships or to acquire customers from these relationships could adversely and materially affect our
business, financial condition and operating results.

The extension of credit to our customers in margin and cash transactions exposes us to credit losses if customers breach their
obligations to us

We lend funds to our customers and customers of our 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. In addition,
cash securities transactions subject us to credit risk during the period between the execution of a trade and the settlement of such
transaction by the customer.

If our customers and correspondent firms or a customer of a correspondent firm, fail (a) to pay for their purchases, (b) to
supply securities that they have sold, (c) to repay funds they have borrowed, or (d) to satisfy any other customer obligations, we
may incur losses. There is no assurance that the customer or correspondent firm will satisfy obligations to us or that the collateral
securing margin loans will cover the losses. In such an event, we would be required to absorb the loss.

Our business is also subject to the risk that market declines will reduce the value of margin collateral below required
coverage levels. Our agreements with margin and short account clients permit us to liquidate or buy securities if the amount of our
collateral becomes insufficient. However, we may be unable to liquidate or buy securities for various reasons, including the
following:



| |  |  | the securities may not be actively traded;                                                        
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| |  |  | the securities might be a large block of securities that exceeds current market demand; or        
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| |  |  | trading might be halted in a security for various reasons, including the issuance of a stop order.

As of September 30, 2000, customer margin loans owed to us totaled approximately $338.3 million. Our margin loans are collateralized
in accordance with NASD standards.

Exhibit 99.1-3



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Our failure to comply with net capital requirements could result in termination of our business

Securities broker-dealers are subject to stringent rules with respect to the maintenance of specific levels of net capital.
Net capital is the measure of a broker-dealers readily available liquid assets, reduced by its total liabilities other than approved
subordinated debt. Thus, as we increase the amount of margin credit extended to our customers, our net capital requirements increase.
If our broker-dealer subsidiaries fail to maintain required net capital levels, we may be subject to suspension or revocation of our
license, which could ultimately lead to our liquidation. If the net capital rules are changed or expanded, or if we incur an
unusually large charge against net capital, we might be required to limit or discontinue those portions of our business that require
intensive use of capital. A large operating loss or charge against net capital could adversely affect our ability to expand or even
maintain our present levels of business. Failure to meet our regulatory minimum net capital requirements could require us to cease
business.

We may incur significant losses from our trading and investment activities due to market fluctuations and volatility

We generally maintain trading and investment positions in the fixed income, currency and equity markets. To the extent that
we own securities (have long positions) in any of those markets, a downturn in those markets could result in material losses from a
decline in the value of those long positions. Conversely, to the extent that we have sold securities that we do not own (have short
positions) in any of those markets, an upturn in those markets could expose us to potentially unlimited losses as we attempt to cover
our short positions by acquiring assets in a rising market. We may from time-to-time have a trading strategy consisting of holding a
long position in one asset and a short position in another, from which we expect to earn revenues based on changes in the relative
value of the two assets. If, however, the relative value of the two assets changes in a direction or manner that we did not
anticipate, or against which we are not hedged, we might realize a loss in those paired positions. In addition, we maintain trading
positions that can be adversely affected by the degree to which trading prices fluctuate over a particular period, in a particular
market, regardless of market levels.

Our success depends upon the services of key personnel

For the foreseeable future, we will place substantial reliance upon the personal efforts and abilities of Eldon C. Miller,
Chairman of the Board and Chief Executive Officer; David B. Johnson, President; John E. Feltl, Chief Executive officer of R. J.
Steichen; and Todd W. Miller, Chief Operating Officer. The loss of services of any of these individuals likely would materially and
adversely affect our business, financial condition and operating results.

We cannot guarantee that we will be able to retain existing personnel and attract and retain additional personnel to support the growth of our business

Our success is dependent upon our ability to retain and hire highly skilled personnel. As our business grows, we will need
to hire many additional employees. We face intense competition from other broker-dealers in hiring experienced and licensed
personnel. Additionally, we face a tight and expensive employment market in general, particularly for skilled programmers, customer
service representatives and systems maintenance personnel. We cannot assure you that we will be able to retain such personnel or hire
and retain additional qualified and skilled personnel.

Our management exercises substantial control over our business

As of September 30, 2000, our directors and executive officers beneficially owned, in the aggregate, approximately 66.5% of
our common stock outstanding. Accordingly, they will control matters requiring approval of our shareholders, including the election
of our Board of Directors.

The Securities and Exchange Commission and the National Association of Securities Dealers could require us to change or discontinue
our method of compensating entities

Many of the third parties with which we contract to provide access to our online trading services are not currently
registered with the Securities and Exchange Commission (the SEC) as broker-dealers under the Securities and Exchange Act of 1934,
as amended. If we compensate these third parties so that they have a salespersons stake in the securities transactions, they may be
considered to be acting as broker-dealers. Based on prior National Association of Securities Dealers (NASD) interpretations, we
believe we may compensate financial institutions based on the value of the transactions. However, we cannot guarantee that the SEC or
NASD will not change its current position on compensation of financial institutions. Additionally, no definitive interpretations
exist as to compensation of non-financial institutions. Currently, we compensate such third parties based on the number of orders
executed through their portals. The possibility exists that a referral fee paid to a third party based on the number of new customer
accounts or orders executed could cause the third party to be deemed a broker-dealer. In such case, we

Exhibit 99.1-4



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may be required to discontinue
this marketing strategy.

We believe that our current method of compensating Internet service portals is consistent with the current position of the
SEC as reflected in no-action letters. However, the possibility exists that the SEC could determine that our method of compensating
portals does not meet the standards of its no-action letters, or that the SEC could change its current policy and no longer allow
such compensation to non-broker-dealers. Any change in the SECs current policy could materially and adversely affect our business,
financial condition and operating results.

We cannot guarantee that we will be financially or otherwise able to make necessary acquisitions to fulfill our growth strategy or
that the acquisitions we do make will be successful

We plan to make additional strategic acquisitions of complementary brokerage and technology companies serving the securities
industry to help our business grow. We cannot guarantee that we will have the financial resources to make acquisitions when they
become available, nor can we guarantee that satisfactory acquisition alternatives will always be available. When we do make
acquisitions, they may entail significant risks, including possible difficulty in assimilating acquired operations and products,
diverting managements attention to other business concerns, amortizing acquired intangible assets, and potentially losing key
employees of acquired companies. We cannot guarantee that we will be able to successfully integrate any operations, personnel,
services or products that might be acquired in the future, or that any such acquisitions will enhance our business, financial
condition or operating results.

We cannot guarantee the success of our encryption technology

The secure transmission of confidential information over public networks places a significant barrier to online commerce and
communication. We rely 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. We cannot
assure you that advances in computer capabilities, new discoveries in the field of cryptography or other events or developments will
safeguard against a compromise or breach of technologies to be used by us to protect customer transaction data. Any such compromise
of our security could adversely and materially affect our business, financial condition and operating results.

Our business plan will require more capital, and we cannot guarantee that we will obtain additional financing to meet future capital
needs

Our business plan will require additional capital. Each of our broker-dealer subsidiaries is required to maintain certain
minimum regulatory capital amounts. We have historically retained capital in excess of minimum regulatory requirements. Should the
proportionate increase in customer margin balances outpace earnings, we may require additional capital. If we issue equity
securities to raise additional capital, the percentage ownership of our shareholders will be reduced, shareholders may experience
dilution in net book value or earnings per share, or such equity securities may have rights, preferences or privileges senior to
holders of our common stock. We cannot assure you that additional financing will be available when needed on terms favorable to us,
if at all. If adequate funds are not available on acceptable terms, we may be forced to slow our growth plan and may be unable to
take advantage of future opportunities or respond to competitive pressures or unanticipated requirements.

Employee misconduct is difficult to detect and could harm our business

We run the risk that employee misconduct could occur, including binding us to transactions that exceed authorized limits or
present unacceptable risks, or engaging in unauthorized or illegal activities. Employee misconduct could also involve the improper
use of confidential information, which could result in the loss of confidential and proprietary information, regulatory sanctions or
harm to our reputation. We maintain an experienced and well staffed compliance department, but we may not be able to timely detect,
deter, or prevent any of these types of employee misconduct.

Securities Industry Risks

Unpredictable economic and market conditions cause uncertainty in the securities industry

The securities business is, by its nature, subject to various risks, particularly in volatile or illiquid securities
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. Our business and its profitability
is affected by many factors, including the following:



| |  |  | the volatility and price level of the securities markets;
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Exhibit 99.1-5



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| |  |  | the volume, size and timing of securities transactions;                               
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| |  |  | the demand for investment banking services;                                           
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| |  |  | the level and volatility of interest rates;                                           
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| |  |  | the availability of credit; and                                                       
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| |  |  | legislation affecting the business, financial communities, and the economy in general.

Any one of the above factors could adversely affect our financial condition and operating results.

If stock prices decrease, or if trading volumes decrease, commissions, investment banking and margin interest revenue, will decline

A market downturn could lead to a decline in the volume of transactions that we execute for our customers and, therefore, to
a decline in commission and clearing revenue. A market downturn could also reduce customer margin balances that would, in turn,
result in reduced margin interest revenue. Similarly, unfavorable financial or economic conditions would likely reduce the number and
size of transactions in which we provide underwriting, mergers and acquisitions advisory and other services. Our investment banking
revenue, in the form of financial advisory and underwriting fees, are directly related to the number and size of the transactions in
which we participate and would, therefore, be adversely affected by a sustained market downturn.

We perform underwriting, brokerage and trading services for small capitalization, emerging and start-up companies, whose securities
may be particularly volatile and subject to greater risks than larger, established companies

A large portion of our business focuses on the underwriting, brokerage and trading of securities of small capitalization,
emerging and start-up companies, which may be subject to greater risks than the equity markets as a whole and, consequently, may be
marketable to only a limited segment of the investing public. We believe that many small capitalization, emerging and start-up
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, emerging and start-up companies. In particular, small capitalization, emerging and start-up
companies that trade in the over-the-counter market have experienced wide price fluctuations not necessarily related to the operating
performance of such companies.

Our investment banking activities subject our capital to risks

The potential risks of our investment banking activities 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 regarding underwriters liability and limitations on indemnification by issuers, an underwriter
may be exposed to substantial claims by securities purchasers or sellers arising out of public and private offerings of equity and
debt instruments.

Our clearing operations expose us to additional potential losses

Our clearing division provides clearing and execution services for all of our brokerage businesses, as well as for our
correspondent firms. Clearing services include the confirmation, receipt, settlement and delivery functions involved in securities
transactions. As a clearing broker, our clearing division also assumes direct responsibility for the possession and control of
customer securities and other assets, the clearance of customer securities transactions and customer account record keeping. We risk
losses if correspondent firms fail to reimburse us if their customers fail or refuse to perform their obligations to us.
Additionally, as a self-clearing securities firm, we are subject to substantially more regulatory control and examination than
brokers that rely on others to perform those functions, such as many of our competitors. Errors in performing clearing functions,
including clerical and other errors related to the handling of funds and securities held by us on behalf of customers and introducing
brokers, could lead to civil penalties imposed by regulatory authorities as well as claims brought by customers and others.

We are subject to increasing governmental and organizational regulation

Our 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

Exhibit 99.1-6



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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 us. 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 materially
and adversely impact us. Furthermore, amendments to existing state or federal statutes and regulations or the adoption of new
statutes and regulations could require us to alter our methods of operation at costs which could be substantial.

We are subject to an increased risk of legal proceedings

Many aspects of our business involve substantial risks of potential liability and regulatory enforcement by state and
federal regulators. Additionally, participants in the securities industry face an increasing amount of litigation and arbitration
proceedings. Underwriters and selling agents may be liable if they make material misstatements or omit material information in
prospectuses and other communications regarding underwritten offerings of securities. Dissatisfied customers regularly make claims
against securities firms and stockbrokers for fraud, unauthorized trading, unsuitability, churning, mismanagement and breach of
fiduciary duty. We cannot assure you that these types of claims will not materially and adversely affect us. Further, while certain
legal proceedings may be settled or otherwise resolved without a material adverse economic effect on us, those proceedings may still
result in adverse publicity, which could affect our operations.

The NASDAQ market continues to implement reforms to monitor trading, which could cause increased compliance requirements and costs

NASD, the trade organization supervising the NASDAQ market, conducts policing of NASDAQ-listed companies. In recent years,
the NASD boosted its internal compliance and monitoring programs. In addition, loosened restrictions on relationships between
financial institutions and securities firms are leading to increased competition and consolidation in the industry. We face the risk
that the NASD will implement further changes. For example, if the NASDs regulatory unit, NASD Regulation, Inc. (NASDR), combines
with the New York Stock Exchange regulatory unit, we could face additional compliance requirements. We cannot fully anticipate the
effects of any further NASDAQ restructuring on our operations. The cost of compliance with any new rules, regulations and procedures
instituted by the NASDR could be significant. Increased compliance costs or our inability to attain or maintain the listing of
underwriting clients on the NASDAQ system could adversely affect our performance.

We face substantial competition within the securities industry

In all aspects of our business, and at both the national and regional level, we compete with numerous other securities
firms, commercial banks, investment banking firms, insurance companies, asset management firms, trust companies and others. Our
competitors have substantially greater access to capital and other resources not available to us. In addition, many of these
competitors offer a wider range of services and financial products than we do and possess greater name recognition and more extensive
customer bases than we do. These competitors may be able to respond more quickly to new or changing opportunities, technologies and
customer requirements. These competitors may also be able to undertake more extensive promotional activities and offer more
attractive terms and prices to their customers, possibly even sparking a price war within the brokerage business. Finally, current
and potential competitors may continue to 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.

The general financial success of companies within the securities industry over the past several years, and the elimination
of barriers between financial institutions and securities firms through the Gramm-Leach-Bliley Act, is expected to continue to
attract new competitors to the industry, including banks, insurance companies, providers of online financial and information services
and others, as such companies expand their product lines. Many of these companies now offer their customers certain corporate and
individual financial services traditionally provided by securities firms. Due to the current trend toward consolidation in the
securities industry, our competitors success in attracting and retaining customers drawn to the convenience of one-stop shopping
could adversely affect our business and our ability to grow.

We also expect the intensely competitive market for online brokerage services to continue to evolve rapidly. We will
encounter direct competition from other brokerage firms providing either telephone or online brokerage services, or both.
Additionally, we compete for customer investment dollars with financial institutions, mutual fund sponsors and other organizations,
some of which provide electronic brokerage services.

Exhibit 99.1-7



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The clearing business has become considerably more competitive over the past few years, and there are numerous large, highly
visible and well-financed securities firms that either have begun offering clearing services or have attempted to increase their
share of the market. Despite our efforts to remain competitive, our clearing customers may decide to discontinue using our services.
In addition, there has been consolidation within the financial services industry by securities firms and other financial institutions
having financial resources far greater than us. These developments have increased competition from firms with greater capital
resources and possibly greater operating efficiencies than ours. We run the risk that one of our clearing competitors could create a
successful private label solution for clients, which could result in fewer clearing customers for us.

We cannot assure you that we will be able to compete effectively with current or future competitors. Likewise, we cannot
assure you that the competitive pressures we face will not materially or adversely affect our business, financial condition and
operating results.

Losses due to customer fraud could adversely affect our business

We are exposed to potential losses resulting from fraud and other misconduct by customers, such as fraudulent trading
(including access to legitimate customer accounts, or the use of a false identity to open an account) or the use of forged or
counterfeit checks for payment. These types of fraud may be difficult to prevent or detect. We may not be able to recover the losses
caused by these activities. Any of these losses could materially and adversely affect our business, financial condition and operating
results.

New laws regarding the Internet may be passed, which could hinder our ability to deliver our online services

The legal and regulatory environment surrounding the Internet is uncertain and rapidly changing. New laws and regulations,
including securities laws and regulations, could be difficult to comply with and could increase our costs of doing business and
prevent us from delivering our products and services over the Internet, which could adversely affect our customer base and our
revenue. In addition to new regulations being adopted, existing laws may be applied to the Internet. New and existing laws may cover
issues that include sales and other taxes, access charges, user privacy, characteristics and quality of products and services, and
other claims based on the nature and content of the Internet.

We are dependent on Internet infrastructure in conducting our business

The successful implementation of our online business strategy will depend in large part upon the continued development of
Internet infrastructure, such as a reliable network backbone with the necessary speed, data capacity and security, and timely
development of complementary products for providing reliable Internet access and services. Because global commerce and online
exchange of information on the Internet and other similar open wide area networks are new and evolving, we cannot predict with any
assurance whether the Internet will support increasing use. The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and the amount of content. We cannot assure you that the Internet infrastructure will
continue to be able to support the demands placed on it. Furthermore, the performance or reliability of the Internet could be
adversely affected by this continued growth.

We do not expect to pay dividends in the foreseeable future

We intend to retain all earnings in the foreseeable future for our continued growth and, thus, do not expect to declare or
pay any cash dividends in the foreseeable future. Additionally, our ability to pay dividends in the future may be restricted by our
brokerage subsidiaries obligations to comply with the net capital rules applicable to broker-dealers.

Exhibit 99.1-8