**Exhibit 99.1**
**CAUTIONARY STATEMENT****REGARDING FORWARD-LOOKING STATEMENTS**
     STOCKWALK.COM GROUP, INC. (the “Company”) wishes totake advantage of the “safe harbor” provisions of thePrivate Securities Litigation Reform Act of 1995 (the“Act”) and is filing this cautionary statement inconnection with such safe harbor legislation.
     The Company’s Form 10-K, any Form 10-Q orForm 8-K filed by the Company or any other written or oralstatements 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 similarexpressions identify such forward-looking statements.Forward-looking statements reflect the Company’s currentviews with respect to future events and financial performance,and the Company wishes to caution investors that anyforward-looking statements made by or on behalf of the Companyare subject to uncertainties and other factors that could causeactual results to differ materially from such statements. Theseuncertainties and other factors include, but are not limited to,the factors listed below (many of which have been discussed inthe Company’s prior filings with the Securities and Exchange Commission).
     Although the Company has attempted to indentify importantfactors, the Company wishes to caution investors that otherfactors might in the future prove to be important in affectingthe Company’s results of operations. New factors emerge from time to time, and it is not possible for Company management topredict all of such factors, nor can Company management assessthe impact of each such factor on the business, or the extent towhich any factor, or combination of factors, may cause actualresults to differ materially from those contained in anyforward-looking statements.
     Investors are further cautioned not to place undue reliance onsuch forward-looking statements because such statements reflectthe Company’s views only as of the date the statement wasmade. The Company undertakes no obligation to publicly update orrevise 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 adverseeffect on the business, financial condition, liquidity, andresults of operations or prospects, financial or otherwise, ofStockwalk.com Group, Inc.
**  ***Control by Certain Shareholders*
     Directors and executive officers of the Company beneficially ownapproximately 84% of the outstanding Common Stock. As a result,such directors, officers and certain principal shareholders ofthe Company and MJK may have the ability to effectively controlthe election of the Company’s entire Board of Directors andthe affairs of the Company, including, but not limited to, allfundamental corporate transactions such as acquisitions, mergers, consolidations and the sale of substantially all of theCompany’s assets.
**  ***Undesignated Stock*
     The Company’s authorized capital consists of 100,000,000shares of capital stock, of which 50,000,000 shares aredesignated as Common Stock and 50,000,000 are preferred sharesundesignated as to series. The Company has no outstanding sharesof preferred stock, and there are no current plans to designateor issue any shares of preferred stock. Nevertheless, theCompany’s Board of Directors has the power to issue any orall 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 Minnesotacorporation, the Company is subject to certain“anti-takeover” provisions of the Minnesota BusinessCorporations Act. These provisions and the power to issueadditional shares and to establish separate classes or series ofcommon or preferred stock may, in certain circumstances, deter or discourage take-over attempts and other changes in control ofthe Company not approved by the Board of Directors.
**  ***Uncertain Industry Factors; Economic andMarket Conditions*
     The securities business is, by its nature, subject to variousrisks, particularly in volatile or illiquid markets, includingthe risk of losses resulting from the underwriting or ownershipof securities, customer fraud, employee errors and misconduct,failures in connection with the processing of securitiestransactions and litigation. The Company’s business and itsprofitability are affected by many factors, including thevolatility and price level of the securities markets; the volume, size and timing of securities transactions; the demand forinvestment banking services; the level and volatility of interest rates; the availability of credit; legislation affecting thebusiness and financial communities; and the economy in general.Markets characterized by low trading volumes and depressed prices generally result in reduced commissions and investment bankingrevenues as well as losses from declines in the market value ofsecurities positions. Moreover, since a portion of theCompany’s revenues are derived from
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underwriting initial public offerings (“IPOs”) and bond financings, any decline in the overall IPO or bond market, among other factors, could have a material adverse effect on theoperations of MJKI.
**  ***Risks Associated with Investment Banking*
     Investment banking activities subject the Company’s capitalto certain risks. Such risks include market, credit and liquidity risks, which risks arise primarily when underwritten securitiescannot be resold, for any reason, at anticipated price levels.Further, under applicable securities laws and court decisionswith respect to underwriters’ liability and limitations onindemnification by issuers, an underwriter may be exposed tosubstantial securities liability arising out of public andprivate offerings of equity and debt instruments.
**  ***Risks Associated with PrincipalTransactions*
     As a market maker, MJKI uses its capital to maintain substantialinventories of long and/or short positions in securities in order to engage in principal transactions with customers as well aswith other broker-dealers. These securities are marked-to-marketwith resulting unrealized gains and losses reported as revenue or losses from principal transactions. The maintenance of suchpositions exposes the company to the possibility of significantlosses when market prices of the securities comprising suchpositions change.
**  ***Extensive Government Regulation; Strict Net Capital Requirements*
     The Company’s business and the securities industrygenerally, are subject to extensive regulation at both thefederal and state levels. In addition, self-regulatoryorganizations, such as the NASD, require strict compliance withtheir rules and regulations. Among other things, these regulatory authorities impose restrictions on sales methods, tradingpractices, use and safekeeping of customer funds and securities,record keeping and the conduct of principals and employees. Theextensive regulatory framework applicable to broker-dealers, thepurpose of which is to protect customers and the integrity of the securities markets, imposes significant compliance burdens onthe Company. Failure to comply with any of the laws, rules orregulations of any independent, state or federal regulatoryauthority could result in a fine, injunction, suspension orexpulsion from the industry, which could have a material adverseimpact upon the Company. The Commission and the NASD also havestringent provisions with respect to net capital requirementsapplicable to the operation of securities firms. A significantoperating loss or any charge against the net capital of theCompany 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 existingstatutes and regulations or the adoption of new statutes andregulations could require the Company to alter its methods ofoperation at costs, which could be substantial.
**  ***Small Capitalization Companies*
     A large portion of the MJK’s business focuses on theunderwriting, brokerage and trading of securities of smallcapitalization companies, a segment of the securities industrywhich may be subject to greater risks than the securitiesindustry as a whole and, consequently, may be marketable to onlya limited segment of the investing public. The Company believesthat certain small capitalization companies have significantpotential for growth, although such companies generally havelimited product lines, markets, market shares and financialresources and their securities may trade less frequently and inmore 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, smallcapitalization companies that trade in the over-the-countermarkets have experienced wide price fluctuations not necessarilyrelated to the operating performance of such companies.
**  ***Credit Risks*
     The Company does all transactions for the Company’scustomers and for a number of other brokerage firms on a fullydisclosed basis. The firm also lends funds to its customers andcustomers of its correspondent firms as margin credit. Theseloans are made to customers on a secured basis, with the firmmaintaining collateral in the form of saleable securities, cashor cash equivalents. Pursuant to the terms of agreements, in theevent that customers or a correspondent firm, if any, fail(a) to pay for their purchases, (b) to supplysecurities that they have sold on a customer’s behalf,(c) to repay funds they have borrowed, or (d) tosatisfy any customer obligations, the Company would be obligatedfor any resulting losses.
**  ***Legal Proceedings*
     Many aspects of the Company’s business involve substantialrisks of potential liability and regulatory enforcement by stateand federal regulators. In recent years, there also has been anincreasing incidence of litigation or arbitration involvingparticipants in the securities industry. Underwriters and agentsare subject to substantial potential liability for materialmisstatements and omissions in prospectuses and othercommunications with respect to underwritten offerings ofsecurities. Claims by dissatisfied customers for fraud,unauthorized trading, suitability, churning, mismanagement andbreach of fiduciary duty are regularly made
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against broker-dealers. There can be no assurance that any suchproceedings will not have a material adverse legal or economiceffect on the Company. Moreover, as a result of increasedpublicity regarding legal proceedings against broker-dealers andthe resulting heightened public awareness of such matters, it ispossible that certain legal proceedings which can be settled orotherwise resolved without a material adverse economic effect onthe 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 mediaand political arenas during the past few years and has been thesubject 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-listedsecurities and the dealers who process the transactions. Concerns also have been raised with respect to microcap fraud, whetherNASDAQ’s listing requirements are sufficiently stringent and whether the NASD, the trade organization controlling the NASDAQmarket, carefully polices NASDAQ-listed companies. In response,the NASD has begun to boost its internal compliance andmonitoring programs, including establishing a separate regulatory unit, NASD Regulation, Inc. (“NASDR”). Morespecifically, the NASDR has been hiring numerous new enforcementaides to better monitor trading activities among dealers and toscrutinize companies’ compliance with applicable listingstandards, and heightening its overall monitoring of smallcapitalization companies.
     The effects of NASDAQ reform on the operations of brokeragefirms, especially those specializing in the securities of smallcapitalization companies, cannot be fully anticipated. The costof compliance with any new rules, regulations and proceduresinstituted by the NASDR could be significant. Increasedcompliance costs or the inability to attain or maintain thelisting of underwriting clients on the NASDAQ system, or acombination thereof, could adversely affect the financialperformance of MJKI.
**  ***Risks Associated with Acquisition ofBroker-Dealers*
     There can be no assurance that the Company will effect anyacquisitions or that the Company will be able to successfullyintegrate into its operations any acquired business or branchoffice.
**  ***Dependence on Key Personnel*
     For the foreseeable future, the company will place substantialreliance upon the personal efforts and abilities of Eldon C. Miller, Chairman of the Board and Chief Executive Officer, andDavid B. Johnson, Executive Vice President. The loss ofservices of them likely would have a material adverse effect onthe business, operations, revenues and/or prospects of theCompany. Key man life insurance on certain members of theCompany’s management presently would be utilized to fund atleast partially the repurchase of their common shares on death.The success of the Company is also dependent upon its ability toretain and hire additional highly skilled personnel. Competitionamong broker-dealers for experienced personnel is intense. Therecan be no assurance that the Company will be able to retain suchpersonnel or hire and retain additional qualified and skilledpersonnel.
**  ***No Dividends*
     The Company intends to retain all earnings in the foreseeablefuture for the Company’s continued growth and does notexpect to declare or pay any cash dividends in the foreseeablefuture. Moreover, the Company’s ability to pay dividends inthe future may be restricted by its brokerage subsidiaries’obligations to comply with the net capital rules applicable tobroker-dealers.
**  ***Risks Associated with Management of aChanging Business*
     The Company has experienced substantial changes in and expansionof its business and operations and expects to continue toexperience periods of rapid change in connection with itsintended development of offering electronic and Internetbrokerage services. The Company’s past expansion has placed, and any future expansion would place, significant demands on the Company’s administrative, operational, financial and otherresources. The Company expects operating expenses and staffinglevel to continue to increase in the future. In particular, theCompany intends to hire a significant number of additionalskilled personnel, including persons with experience in both thecomputer and brokerage industries, and, in particular, personswith Series 7 or other broker-dealer licenses. Competitionfor such personnel is intense, and there can be no assurance that the Company will be able to attract, assimilate or retainadditional 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 internalmanagement systems and the implementation of a variety of newsystems and procedures. In addition, the Company expects thatfuture expansion will continue to challenge the Company’sability to hire, train, motivate and manage its associates. Ifthe Company’s revenues do not increase in proportion to itsoperating expenses, the Company’s management systems do notexpand to meet increasing demands, the Company fails to attract,assimilate and retain qualified personnel, or the Company’smanagement otherwise fails to manage the Company’s expansion effectively, there would be a material adverse effect on theCompany’s business, financial condition and operatingresults.
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**  ***Risks of Systems Failure*
     The rapid growth in the use of the Company’s services hasstrained its ability to adequately expand technologically. Thehaste required in acquiring new equipment and applications mightresult in less rigorous testing and validation of hardware andsoftware, 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 theoperations they perform for the Company. Any backlog caused by athird party’s inability to expand at the rate necessary tomeet the Company’s needs could have a material adverseeffect on the Company’s business, financial condition andoperating results. As trading volume increases, the Company mayhave difficulty hiring, training and integrating qualifiedpersonnel at the necessary pace. The shortage of licensedpersonnel could cause a backlog in the processing of orders thatrequire review, which would expose the Company to unsatisfiedcustomers, 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 servicesand touch-tone telephone. This method of trading is heavilydependent on the integrity of the electronic systems supportingit. Orders placed from the close of the stock markets one dayuntil 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 couldcause the Company’s systems to operate at unacceptably lowspeed or fail. Any significant degradation or failure of theCompany’s systems or any other systems in the tradingprocess (e.g., online service providers, record keeping and dataprocessing functions performed by third parties and third-partysoftware such as Internet browsers), even for a short time, could cause customers to suffer delays in trading. Such delays couldcause substantial losses for customers and could subject theCompany to claims or litigation from customers for losses.
**  ***Risks Associated with Entering New Markets*
     One element of the Company’s strategy is to enter newmarkets. No assurance can be given that the Company will be ableto successfully enter the online brokerage industry and adapt its proprietary processing technology to provide information andtransaction processing services in other markets or that, ifsuccessful with such adaptation, it will compete successfully inany such new markets. The Company plans, subject to regulatoryapproval, to establish investment banking operations, raisingpublic and private equity capital for companies over the Internet and other electronic media. In addition, the Company’sstrategy is to pursue opportunities to increase theCompany’s customer base and the transaction value and number of products and services offered to the Company’scustomers. There can be no assurance that the Company will besuccessful in its pursuit of these opportunities or that suchpursuit will not divert management attention or inefficientlyutilize the Company’s resources.
**  ***Significant Fluctuations in QuarterlyOperating Results*
     The Company expects to experience significant fluctuation infuture quarterly operating results that may be caused by manyfactors. 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 onlinebrokerage services and products; the pace of development of themarket for online equity and debt offerings commerce; changes intrading volume in the securities markets; trends in thesecurities markets; changes in pricing policies by the Company or its competitors; changes in strategy; the success of or costsassociated with acquisitions, joint venture or other strategicrelationships; changes in key personnel; seasonal trends; theextent of international expansion; the mix of international anddomestic sales; changes in the level of operating expenses tosupport projected growth; and general economic conditions.
     Due to the foregoing factors, quarterly revenue and operatingresults are difficult to forecast, and the Company believes thatperiod-to-period comparison of its operating results will notnecessarily be meaningful and should not be relied upon as anyindication of future performance. It is likely that thecompany’s future quarterly operating results from time totime will not meet the expectations of securities analysts orinvestors, which may have an adverse effect on the market valueof the company Common Stock.
**  ***Substantial Competition*
     The general financial success of companies within the securitiesindustry over the past several years has strengthened existingcompetitors. Management believes that such success will continueto attract new competitors to the industry, such as banks,software development companies, insurance companies, providers of online financial and information services and others, as suchcompanies expand their product lines. Commercial banks and otherfinancial institutions have become a competitive factor in thesecurities industry by offering their customers certain corporate and individual financial services traditionally provided bysecurities firms. The current trend toward consolidation in thecommercial banking industry could further increase competition in all aspects of the company’s business. Commercial banksgenerally are expanding their securities activities, as well astheir
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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, brokerage firmssuch as the company may be adversely affected by suchcompetition. Particularly as financial services and productsproliferate, to the extent the Company’s competitors areable to attract and retain customers on the basis of theconvenience of one-stop shopping, the Company’s business orits ability to grow could be adversely affected. In manyinstances, the Company is competing with such organizations forthe same customers. In addition, competition among financialservices firms exists for experienced technical and otherpersonnel.
     There can be no assurance that the Company will be able tocompete effectively with current or future competitors or thatthe competitive pressures faced by the Company will not have amaterial 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 Companyexpects competition to continue and intensify in the future. TheCompany will encounter direct competition from other brokeragefirms providing either touch-tone telephone or online brokerageservices, or both. Discount brokerage firms generally effecttransactions for their customers on an “execution only” basis, without offering other services such as portfoliovaluation, investment recommendations and research. Thesecompetitors include such discount brokerage firms as CharlesSchwab & Co., Inc. (“Charles Schwab”), FidelityBrokerage Services, Inc., Waterhouse Securities, Inc., Quick& Reilly, Inc. (“Quick & Reilly”), PacificBrokerage Services, Inc., National Discount Brokers (a subsidiary of Sherwood Securities Corp.), Lombard Institutional Brokerage,Inc., firms owned by TransTerra Co. (including All-AmericanBrokers, also known as eBroker) and PC Financial network (adivision of Donaldson, Lufkin & Jenrette SecuritiesCorporation), among others. The Company also encounterscompetition 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, many of whichprovide electronic brokerage services.
     There are virtually no barriers to entry in the Internet marketin which the Company expects to operate. Many of theCompany’s competitors have longer operating histories andsignificantly greater financial, technical, marketing and otherresources than the Company. In addition, many of thesecompetitors offer a wider range of services and financialproducts than the company, and thus may be able to respond morequickly to new or changing opportunities, technologies andcustomer requirements. Many current and potential competitorsalso have greater name recognition and more extensive customerbases that could be leveraged, thereby gaining market share tothe Company’s detriment. Such competitors may be able toundertake more extensive promotional activities, offer moreattractive terms to customers than the Company and adopt moreaggressive pricing policies, possibly even sparking a price warin the brokerage business. Moreover, current and potentialcompetitors have established or may establish cooperativerelationships among themselves or with third parties to enhancetheir services and products. Accordingly, it is possible that new competitors or alliances among competitors may emerge andrapidly acquire significant market share.
**  ***Expansion into Internet Trading*
     The Company is expanding its operations into retail Internettrading. The Company has little experience in this relatively new area of the securities industry, and there can be no assurancethat the Company will be able to expand its operationssuccessfully. Moreover, the Company expects that expansion of the Company’s operations will continue to increase moderatelywhich could adversely affect the Company’s brokerageoperations and profits.
**  ***Early Stage of Development of OnlineBrokerage Business and Dependence on Online Commerce and theInternet*
     The market for electronic brokerage services, particularly overthe Internet, is at an early stage of development and is rapidlyevolving. 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. Withrespect to the Company, this uncertainty is compounded by therisks that consumers will not adopt online commerce and that anappropriate infrastructure necessary to support increasedcommerce on the Internet will fail to develop, in each case, to a sufficient extent and within an adequate time frame to permitthe Company to succeed.
     Sales of many of the Company’s Internet services andproducts will depend upon the adoption of the Internet byconsumers as a widely used medium for commerce and communication. The Internet may not prove to be viable commercial marketplacebecause of inadequate development of the necessaryinfrastructure, such as a reliable network backbone, or timelydevelopment of complementary services and products, such as highspeed 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 willcontinue to be able to support the demands placed on it by thiscontinued growth. In addition, the Internet could lose itviability due to delays in the development or adoption of newstandards and protocols to handle increased levels of Internetactivity or due to increased governmental regulation. Moreover,critical issues
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concerning the commercial use of the Internet (includingsecurity, reliability, cost, and ease of use, accessibility andquality of service) remain unresolved and may negatively affectthe growth of Internet use or the attractiveness of commerce andcommunication on the Internet. Because global commerce and online exchange of information on the Internet and other similar openwide area networks are new and evolving, there can be noassurance that the Internet will prove to be a viable commercialmarketplace. If critical issues concerning the commercial use ofthe Internet are not favorably resolved, if the necessaryinfrastructure is not developed, or if the Internet does notbecome a viable commercial marketplace, the Company’sbusiness, financial condition and operating results may bematerially adversely affected.
     Adoption of online commerce, particularly by those individualswho have historically relied upon traditional means of commerce,will require a broad acceptance by such individuals of new andsubstantially different methods of conducting business. Moreover, the Company’s brokerage services over the Internet, oncedeveloped, will involve a new approach to securities trading and, as a result, intensive marketing and sales efforts may benecessary 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 andpotential users of the Company’s services, may inhibit thegrowth 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 operatingresults.
**  ***Rapid Technological Change; Delays inIntroduction of New Services and Products*
     The information and financial services and communicationsindustries are characterized by rapid technological change,changes in customer requirements, frequent new service andproduct introductions and enhancements, and emerging industrystandards. The introduction of services or products embodying new technologies and the emergence of new industry standards andpractices can render existing services or products obsolete andunmarketable. The Company’s future success will depend, inpart, on its ability to develop leading technologies, enhance its existing services and products, and develop new services andproducts that address the increasingly sophisticated and variedneeds of its prospective customers. Also to respond totechnological advances, emerging industry standards, andpractices on a timely and cost-effective basis. The developmentof new services and products or enhanced version of existingservices and products entails significant technical risks. Therecan be no assurance that the Company will be successful ineffectively implementing and using new technologies, adapting its services and products to emerging industry standards,developing, introducing and marketing service and productenhancements, or new services and products, or that it will notexperience difficulties that could delay or prevent thesuccessful development, introduction or marketing of theseservices and products, or that its new service and productenhancements will adequately fulfill customer requirements of the marketplace and achieve market acceptance. If the Company isunable, for technical or other reasons, to develop and introducenew services and products, enhance existing services and products in a timely manner in response to changing market conditions orcustomer requirements, or if new services and products do notachieve market acceptance, the Company’s business, financial condition and operating results will be materially adverselyaffected.
**  ***Risks Associated with Encryption Technology*
     A significant barrier to online commerce and communication is the secure transmission of confidential information over publicnetworks. The Company relies on encryption and authenticationtechnology, including public key cryptography technology licensed from third parties, to provide the security and authenticationnecessary to effect secure transmission of confidentialinformation. There can be no assurance that advances in computercapabilities, new discoveries in the field of cryptography orother events or developments will not result in a compromise orbreach of technologies to be used by the Company to protectcustomer transaction data. If any such compromise of theCompany’s security were to occur, it could have a materialadverse effect on the Company’s business, financialcondition and operating results.
**  ***Future Capital Needs; Uncertainty ofAdditional Financing*
     The Company expects that it will raise additional funds in orderto support more rapid expansion, develop new or enhanced services and products, respond to competitive pressures, acquirecomplementary businesses or technologies or respond tounanticipated requirements. If additional funds are raisedthrough the issuance of equity securities, the percentageownership 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 theCompany’s Common Stock. There can be no assurance thatadditional financing will be available when needed on termsfavorable to the Company, if at all. If adequate funds are notavailable on acceptable terms, the Company may be unable todevelop or enhance its services and products, take advantage offuture opportunities or respond to competitive pressures orunanticipated requirements, any of which could have a materialadverse effect on the Company’s business, financialcondition and operating results.
**  ***Risks Associated with Acquisitions, JointVentures and Other Strategic Relationships*
     While the Company has no current agreements or negotiationsunderway with respect to any potential acquisitions other thanthe Kinnard Investment Inc.’s process. The Company may makeacquisitions of other companies or technologies in the future,and the
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Company regularly evaluates such opportunities. Acquisitionsentail numerous risks, including difficulties in the assimilation of acquired operations and products, diversion ofmanagement’s attention to other business concerns,amortization of acquired intangible assets and potential loss ofkey employees of acquired companies. No assurance can be given as to the ability of the Company to consummate any acquisitions orintegrate successfully any operations, personnel, services orproducts 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 operatingresults.
     The Company intends to establish a number of strategicrelationships with online service providers and software andinformation 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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