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                                                              EXHIBIT 99


               PDS FINANCIAL CORPORATION AND CONSOLIDATED SUBSIDIARIES


                                CAUTIONARY STATEMENTS

  As provided for under the Private Securities Litigation Reform Act of 1995,
the Company wishes to caution investors that the following important risk
factors, among others, in some cases have affected and in the future could
affect the Company's actual results of operations and cause such results to
differ materially from those anticipated in the forward-looking statements made
in this document and elsewhere by or on behalf of the Company.

  DEMAND AND COMPETITION FOR THE COMPANY'S PRODUCTS AND SERVICES.  During the
last two years, the Company has focused solely on providing financing to the
gaming industry.  Legalized gaming has undergone significant growth in recent
years, including expansion into new emerging markets, and there can be no
assurance that such growth and expansion will continue.  The growth of the
gaming industry is dependent in part upon governmental approval in states and
municipalities in which gaming is not presently authorized.  Any significant
decline in the gaming industry could have a material adverse effect on the
Company.

  The Company competes with equipment manufacturers, leasing companies,
commercial banks and other financial institutions, some of which may provide the
Company with access to capital to finance certain transactions. Most of the
Company's competitors are significantly larger and have substantially greater
resources than the Company.  The Company's relative lack of capital places it at
a disadvantage and inhibits the Company's ability to respond to customer needs
as quickly as the Company desires.

  CONTINUED AVAILABILITY OF ADEQUATE FINANCING.  The amount and number of
transactions that can be originated by the Company are directly dependent upon
and limited by its ability to fund such transactions, either through the sale of
such transaction to an institutional investor or through the Company's working
capital, lines of credit or other financing sources. In addition, the Company
desires to expand its lines of credit to allow it to hold a greater volume of
transactions, particularly leases, in its portfolio.  There is no assurance that
the Company's present funding sources will be willing to purchase future
transactions, or expand existing lines of credit.  Further, there can be no
assurance that the Company would be able to locate new funding sources, if
needed.  As a result, funding for the Company's transactions may not be
available on acceptable terms or on a timely basis.  The inability of the
Company to obtain suitable and timely funding for its transactions could have a
material adverse effect on the Company's operations.

  CHANGES IN LAWS AND REGULATIONS AFFECTING THE GAMING INDUSTRY.  The gaming
industry is highly regulated.  The Company's gaming equipment financing
activities are subject to both federal and state regulation. Expansion of the
Company's activities may be hindered by delays in obtaining requisite state
licenses.  Further, no investor may become a holder of 5% or more of the
Company's stock without first agreeing to


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consent to a background investigation, provide a financial statement and respond
to questions from gaming regulators.  Such ownership limitations may discourage
acquisition of large blocks of the Company's equity securities, may depress the
price of the Company's Common Stock and have an anti-takeover effect.  Gaming on
Indian land is further regulated by tribal governments.  Changes in federal,
state or tribal laws or regulations may limit or otherwise materially affect the
types of gaming that may be conducted.  Failure to comply with applicable laws
and regulations could have a material adverse effect on the Company's business.

  ABILITY TO RECOVER INVESTMENT IN EQUIPMENT.  The gaming equipment leased by
the Company to its customers represents a substantial portion of the Company's
capital.  At the inception of each lease, the Company estimates the residual
value of the leased equipment, which is the estimated market value of the
equipment at the end of the initial lease term.  The actual residual value
realized may differ from the estimated residual value, resulting in a gain or
loss when the leased equipment is sold at the end of the lease term.   A greater
than expected decrease in the market value of gaming equipment leased by the
Company could have a material adverse effect on the Company.

  DEPENDENCE ON CURRENT MANAGEMENT.  The Company's success is largely dependent
on the efforts of Johan P. Finley, its founder, President and Chief Executive
Officer.  Although the Company has an employment agreement with Mr. Finley and
he is the Company's principal stockholder, the loss of Mr. Finley's services
could have a material effect on the Company's business.


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