Exhibit 99.1


      Cautionary Statement - Additional Important Factors to be Considered

Several  of the  matters  discussed  in this  document  contain  forward-looking
statements  that involve risks and  uncertainties.  Factors  associated with the
forward-looking  statements that could cause actual results to differ from those
projected or forecast are  included in the factors  below.  In addition to other
information  contained in this report,  readers  should  carefully  consider the
following cautionary statements and risks factors.

We May Not Be Able to  Continue as a Going  Concern.  For each of the last three
fiscal  years  our  limited  capital   resources  have  caused  our  independent
accountants to issue a report that indicates that substantial doubt exists as to
our  ability to  continue  as a going  concern.  In the event  Financial  Models
Company Inc. ceases to provide funding and we are unable to obtain other funding
and/or generate  revenues,  we will likely exhaust our capital  resources by the
end of fiscal 2000.

We Need to Raise Additional  Funds. No material proceeds have been received from
the sale of previous or existing products. Significant monies have been expended
to develop  new  products,  to attempt to market our  previous  products  and to
pursue other business opportunities or develop new products. The lack of success
achieved in any of these endeavours, together with a withdrawal of the financial
support of Financial  Models  Company Inc.  will result in an immediate  need to
raise  additional  funds through debt or equity  financing or by other means. We
cannot be certain  that  additional  financing  will be  available  or that,  if
available, it can be obtained on terms that we deem favorable.  Our inability to
secure  these  funds  will  have a  material  adverse  effect  on our  business.
Additionally,  our  stockholders  may be  diluted if we raise  additional  funds
through the sale of our stock.

We Have a Very  Limited  Operating  History.  Although  we have  developed  beta
versions of previous products, we have not had any significant  distribution of,
and have experienced  many  development  delays with respect to, these products.
Accordingly,  we have a limited  operating  history  upon which to evaluate  our
future prospects.  Additionally, during the fiscal years ended June 30, 1998 and
1999, we incurred net losses of $1,339,720 and $295,273,  respectively.  At June
30, 1998 and 1999, we had an  accumulated  deficit of $3,293,050  and $3,588,323
respectively.  We believe  additional  monies will be required  for research and
development  and personnel to establish our  competitive and market position and
build  an   organizational   infrastructure  to  support  our  growth  strategy.
Accordingly,  we expect to incur further losses in the future. You must consider
our  prospects  in light of the  risks,  expenses  and  difficulties  frequently
encountered  by  companies  in their  early stage of  development,  particularly
companies in new and rapidly evolving markets such as financial software.  These
risks  include,  but are not limited to, the  inability  to respond  promptly to
changes in a rapidly  evolving and  unpredictable  business  environment and the
inability to manage growth. To address these risks, we must, among other things:

        o       expand our customer base;

        o       enter into distribution and revenue generating arrangements;

        o       successfully implement our business and marketing strategies;

        o       continue to develop new products to meet the increasing needs
                of potential customers;

        o       respond to competitive developments; and

        o       attract and retain qualified personnel.

Our Revenues Are Primarily  Based on a Limited Number of Products.  We expect to
derive a significant  portion of our revenues in fiscal 2000 and in future years
from a limited  number of  products  and  services.  At this time,  we expect to
derive most of this revenue from DataMill  products and services and potentially
a limited  number of other  related  products  and  services.  As a result,  the
reduction,  delay or cancellation  of the  introduction of DataMill could have a
material  adverse  effect on our  business,  financial  condition and results of
operation.  To date,  we have not sold any of these  products and we cannot give
any assurance we will be successful in the future.

Our  Products  May  Contain  Defects or Other  Errors and May Be  Returned.  The
software products we offer may contain undetected errors when we first introduce
them or as we release new  versions.  If we fail to detect errors until after we
commence  the  commercial  shipment of a product this could result in loss of or
delay in market  acceptance  of the  product.  These errors could also result in
claims  against us that could have a material  adverse  impact on our  business,
results of operations  and financial  conditions.  These errors and failures may
also result in returns of such products.

We May Experience  Delays in the  Introduction and Distribution of Our Products.
Due to the obstacles and  uncertainties  involved in developing and distributing
software  to the  market we cannot be  certain  that we will be able to meet our
planned  release dates for our products or develop our  anticipated new products
on  schedule.  If we are unable to meet these  goals,  our revenue and  earnings
would likely be materially and adversely affected.

Our Marketing Capabilities Are Limited and We Depend on Strategic Relationships.
Our  strategy  to  commercialize  our  products  in the future will call for the
allocation  of  substantial  resources  to hire and train a marketing  staff and
direct sales force. To date, we have conducted only limited sales, marketing and
distribution  activities.  Also,  we have had little  success in our  efforts to
attract and retain the  qualified  marketing  and sales  personnel  necessary to
sustain  growth in revenues  derived from sales of our products.  Even if we are
able to maintain an appropriate  sales force,  we cannot give any assurance that
the  expansion  and  training of that sales force will prove to be  economically
feasible.  We also expect to market and sell our products  through  licensing or
other distribution  arrangements with third parties.  However,  we will not have
significant  control over the level of resources and attention the third parties
will devote to our products.  Accordingly,  any revenues  received by us will be
dependent  in large part,  on the efforts of third  parties,  and we can give no
assurance that their efforts will be successful.

We Anticipate Being Dependent on the Internet. Our future products and services,
and related marketing  strategy,  may utilize the growing  acceptance and use of
the  Internet.  Accordingly,  our  achievement  of our growth and  profitability
objectives  may in  future  be  dependent  in  large  part  upon  the  capacity,
reliability,  integrity and security of the Internet,  and the service providers
and telecommunications  vendors associated with the Internet. Such strategy will
require  that  we  devote  substantial  financial,  operational  and  managerial
resources to the expansion and  adaptation  of an Internet  infrastructure.  The
Internet and prospective  Internet  infrastructure may be vulnerable to computer
viruses  and   interruptions  in  service   resulting  from  the  accidental  or
intentional  actions of Internet  users.  If we are unable to expand or adapt an
Internet infrastructure to meet changing consumer demands or if interruptions of
service or other  disruptive  events affecting the Internet cannot be minimized,
our business,  results of operations and financial condition could be materially
and adversely affected.

We Are Dependent on Our  Proprietary  Technology and Are at Risk of Infringement
Claims.  Our ability to compete  effectively  depends to a significant extent on
our  ability  to protect  our  proprietary  information.  We rely  primarily  on
copyright  and trade  secret  laws,  confidentiality  procedures  and  licensing
arrangements  to  protect  our  intellectual  property  rights.  We  enter  into
confidentiality  agreements  with our consultants and employees and limit access
to distribution of our technology,  software and other proprietary  information.
Although  we intend to defend  our  intellectual  property,  we cannot  give any
assurance that the steps we take will be adequate to prevent misappropriation of
our  technology  or  that  our  competitors  will  not   independently   develop
technologies that are substantially equivalent or superior to our technology.

We are also  subject to the risk of  alleged  infringement  of the  intellectual
property rights of others. Although we are not currently aware of any pending or
threatened  infringement  claims with respect to our current or future products,
we cannot give any assurance that third parties will not assert such claims. Any
claims could require that we enter into license  arrangements or could result in
protracted and costly  litigation,  regardless of the merits of these claims. We
cannot give any assurance that any necessary  licenses will be available or that
if available  such licenses can be obtained on  commercially  reasonable  terms.
Furthermore,  litigation may be necessary to enforce our  intellectual  property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary  rights of others or to defend against claims of  infringement.  Any
litigation  could result in  substantial  costs and  diversion of resources  and
could have  material  adverse  affect on our business,  financial  condition and
results of operation.

We  May  Experience  Risks  Associated  with  Acquisitions  and  Other  Business
Combinations. We may in the future acquire, products,  technologies or companies
that are  complimentary to our business or that add new lines of business.  Such
acquisitions involve numerous risks, including but not limited to:

        o       adverse short-term effects on the combined business' reported
                operating results;

        o       diversion of management's attention;

        o       dependence on retention, hiring and training of key personnel;

        o       amortization and/or impairment of goodwill and other intangible
                assets; and

        o       risks associated with unanticipated problems or legal
                liabilities.

Our Industry Is Subject to Rapid Technological Developments and Changing Product
Platforms. The financial software market and the PC industry is subject to rapid
technological   developments   and  frequent   changes  in  computer   operating
environments.  To compete successfully,  we must continually improve and enhance
our existing products and technologies and develop new products and technologies
that incorporate  technological  advances. We must make these improvements while
remaining  competitive in terms of performance and price.  Our success also will
depend  substantially upon our ability to anticipate the emergence of, and adapt
our products to, popular platforms for consumer software.

We intend to design future  products for use with new  platforms.  To coordinate
the release of our products with the release of a new platform,  we will need to
make  substantial  investments  in research and  development at least one to two
years in advance of the  widespread  release of the  platform in the market.  We
cannot  be  certain  that we will have the  financial  and  technical  resources
available to make these substantial expenditures.  Additionally,  a new platform
for which we develop products may not achieve market acceptance. As a result, we
may incur substantial  research and development  expenses in developing products
that do not sell well in the market.  Our failure to anticipate the emergence of
widely  accepted  product  platforms and to timely  develop  products for use on
these new  platforms  would have a material  adverse  effect on our business and
financial condition.

We  Experience   Intense   Competition.   The  software  industry  is  intensely
competitive  and rapidly  evolving.  We expect our  revenues to be derived  from
competitive  procurement  processes  managed by  sophisticated  purchasers  that
extensively  investigate and compare the software applications offered by us and
our competitors.  We believe that the principal  competitive factors influencing
the market for our products include:

         o        vendor and product reputation;

         o        product architecture;

         o        functionality, features and ease of use;

         o        rapidity of implementation;

         o        product performance and price.

We cannot give any assurance that we will be able to compete  successfully  with
respect to any of these factors.

Additionally,  we compete directly with a large number of software  vendors.  We
also face competition from internal management  information systems departments,
many of which have  developed or may develop  systems  similar to our  products.
Many  of our  current  and  potential  competitors  have  significantly  greater
financial,  managerial,  development,  technical,  marketing and sales resources
than us. As a result,  they may be able to devote those resources to develop and
introduce  products  more  rapidly  than we can or  systems  with  significantly
greater  functionality than and superior overall performance to those offered by
us. These  competitors  may also be able to initiate and  withstand  significant
price decreases more effectively than we can. In addition, current and potential
competitors have established or may establish  cooperative  relationships  among
themselves  or with third parties to increase  their  ability to offer  products
that address the needs of our current and potential  customers.  New competitors
or new alliances among  competitors may emerge and quickly acquire market share.
Competition  may therefore  result in significant  price  reductions,  decreased
gross revenues, loss of market share and reduced acceptance of our products. Our
failure to  effectively  compete  could have a  material  adverse  impact on our
business, results of operations and financial condition.

We Expect Quarterly Fluctuations in Our Operating Results. Our quarterly results
of operations will vary in the future.  Any shortfall in revenues  recognized in
any period  could have a material  adverse  effect on our  business,  results of
operations and financial condition for that period. Because approximately 60% to
75% of our total  expenses are  relatively  fixed,  variations  in the timing of
product sales and installations  can cause  significant  variations in operating
results  from  quarter to quarter  and may  magnify  the  adverse  effect of any
shortfalls in revenues on our results of operations.  Quarterly  fluctuations in
operating  results and  variations  from  projections  could have a  significant
impact on the market price of our Common Stock.

Our Stock  Price May  Become  Volatile.  Our  Common  Stock is traded on the OTC
Bulletin  Board.  The  market  price of our Common  Stock may become  subject to
substantial volatility, due to many factors, including:

        o       variations in quarterly operating results;

        o       the gain or loss of significant contracts;

        o       changes in management;

        o       announcements of technological innovations or new products by us
                or our competitors;

        o       legislative or regulatory changes;

        o       general trends in the industry; and

        o       recommendations by securities industry analysts.

Additionally,  the stock market has experienced extreme price and trading volume
fluctuations  that  have  affected  the  market  price  of  securities  of  many
technology companies. Although these fluctuations have, at times, been unrelated
to the operating performances of the specific companies whose stock is affected,
the fluctuations can adversely influence the stock price of these companies.

An Active  Trading  Market Does Not Exist in Our Common Stock.  In the past, our
Common  Stock  has not  experienced  significant  trading  volume,  has not been
actively  followed by stock market  analysts  and has had limited  market-making
support  from  broker-dealers.  Additionally,  we have  been  unable to meet the
minimum  requirements  for the inclusion of our Common Stock on a stock exchange
or on the Nasdaq system. As a result, we have experienced limited release of the
market prices of our Common Stock and limited news coverage of our business.  In
turn, our Common Stock has had limited investor  interest,  which may materially
adversely  affect the  trading  market  and prices for our Common  Stock and our
ability to issue additional  securities or to secure  additional  financing.  If
market-making  support and analyst coverage does not increase to greater levels,
the average  trading volume in our Common Stock may not increase or even sustain
its current  levels.  We cannot be certain that an adequate  trading market will
exist to sell large positions in our Common Stock.

Our Common Stock May Be Subject to "Penny  Stock"  Rules.  Low priced stocks are
subject  to  additional  risks  of  additional   federal  and  state  regulatory
requirements  and the potential  loss of effective  trading  markets.  Our stock
price has fallen below US$ 1.00. As a result,  our Common Stock could be subject
to Rule 15g-9 under the Securities Exchange Act of 1934, as amended, which among
other  things,  requires that  broker/dealers  satisfy  special  sales  practice
requirements including making individualized written suitability  determinations
and receiving a purchaser's written consent prior to any transaction.  Also, our
Common Stock could be deemed penny stocks under the Securities  Enforcement  and
Penny Stock Reform Act of 1990,  which would  require  additional  disclosure in
connection with trades in our securities, including the delivery of a disclosure
schedule  explaining  the  nature  and risks of the  penny  stock  market.  Such
requirements  could  severely  limit the  liquidity  of our  securities  and the
ability of our stockholders to sell securities in the secondary market.