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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, 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 CERTAIN SHAREHOLDERS

     Directors and executive officers of the Company beneficially own
approximately 13.7% of the outstanding Common Stock. Directors, executive
officers and certain principal shareholders of MJK beneficially own
approximately 7.7% 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 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 MBCA. 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 QUALIFICATION FOR LISTING ON THE NASDAQ
     SMALLCAP MARKET

     Effective May 7, 1999, the Common Stock was delisted from trading on The
Nasdaq SmallCap Market. In a press release dated May 10, 1999, the Company
indicated that it intended to reapply for initial listing of the Common Stock
upon consummation of the merger transaction with MJK (the "Merger"). The Company
must comply with the applicable requirements for initial inclusion on The Nasdaq
SmallCap Market. To qualify for initial listing on The Nasdaq SmallCap Market,
common and preferred stock must have a minimum bid price of $4.00. 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 applying for listing on The
Nasdaq SmallCap Market must meet three additional requirements: (a) the company
must have either net tangible assets of more than $4 million, a market
capitalization of $50 million or net income of $750,000; (b) the company must
have a public float of 1 million shares; and (c) the market value of such public
float must be more than $5 million. Additionally, the company must have a
minimum of 300 round lot shareholders and there must be at least three market
makers in the company's common stock. Failure by a company to comply with these
requirements may result in the company's common stock not qualifying for listing
on The Nasdaq SmallCap Market.

     Federal regulations promulgated under the Securities 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 the
Common Stock is listed on The Nasdaq SmallCap Market, and 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 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.

     While the Common Stock is excluded from The Nasdaq SmallCap Market,
trading, if any, in shares of the Common Stock is 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: (a) obtaining
financial and investment information from the investor; (b) obtaining a written
suitability questionnaire and purchase agreement signed by the investor; (c)
providing the investor with a written identification of the shares being offered
and in what quantity; and (d) 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, the application of the comprehensive Penny Stock Rules may make it
more difficult for broker-dealers to sell the Common Stock and purchasers of
shares of Common Stock may have difficulty in selling such shares in secondary
trading markets.

     DEPENDENCE UPON MANAGEMENT

     The ability of the Company to consummate the Merger or to identify and
evaluate suitable other business opportunities and consummate another business
combination transaction if the Merger is not consummated 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 consummate the Merger or to identify and evaluate
suitable other business opportunities and consummate another business
combination transaction.

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     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 combination entity. 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 an insignificant participant in the business of seeking
business combination transactions with other 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 STANDARDS FOR BUSINESS OPPORTUNITIES

     There can be no assurance that the Company will be successful in
consummating the Merger or identifying and evaluating suitable other business
opportunities or consummating another business combination transaction if the
Merger is not consummated. 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 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.


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     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. The 
consummation of the Merger would be expected to result in the occurrence of 
many such effects.

     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.

     POSSIBLE VOLATILITY OF STOCK PRICE

     If the Merger is consummated, the market price of the Common Stock may be
highly volatile and could be subject to wide fluctuations in response to
quarterly variation in operating results, announcements of technological
innovations or new software, services or products by the Company or its
competitors, changes in financial estimates by securities analysts or other
events or factors, many of which are beyond its control. In addition, the stock
market has experienced significant price and volume fluctuations that have
particularly affected the market prices of equity securities of many technology
and services companies and that often have been unrelated to the operating
performance of such companies. These broad market fluctuations may adversely
affect the market price of the Common Stock. In the past, following periods of
volatility in the market price for a company's securities, securities class
action litigation often has been instituted. Such litigation could result in
substantial costs and a diversion of management attention and resources, which
could have a material adverse effect on the Company's business, financial
condition and operating results.


                                 Page 4 of 4 pages