EXHIBIT 99.1



               PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 -
                   SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

The Private Securities  Litigation Reform Act of 1995 provides a safe-harbor for
forward-looking statements made by public companies. This safe-harbor protects a
company  from  securities  law  liability  in  connection  with  forward-looking
statements if the company complies with the requirements of the safe-harbor.  As
a public  company,  the  Company  has  relied and will  continue  to rely on the
protection  of  the  safe  harbor  in  connection  with  its  written  and  oral
forward-looking statements.

When evaluating the Company's business, you should consider:

     o    all of the information in this quarterly report on Form 10-Q;

     o    the risk factors  described in the Company's  Form 10-K filed with the
          Securities and Exchange Commission on March 1, 2001; and

     o    the risk factors described below.


                                  RISK FACTORS

Although  the  Company   believes  that  the   expectations   reflected  in  its
forward-looking  statements are reasonable,  the Company cannot guarantee future
results, levels of activity, performance or achievements or other future events.
Moreover,  neither the Company nor anyone else  assumes  responsibility  for the
accuracy or completeness of forward-looking  statements. You should consider the
Company's forward-looking  statements in light of the following risk factors and
other  information in this quarterly report. If any of the risks described below
occurs,  the Company's  business,  results of operation and financial  condition
could differ from those projected in its forward-looking statements. The Company
is under no duty to update any of its forward-looking  statements after the date
of the quarterly report.  You should not place undue reliance on forward-looking
statements.

Risks to the Company

The  Company  is  subject  to certain  risks  related  to its  current  business
situation. These risks also could cause actual results to differ materially from
results projected in any forward-looking statement in this quarterly report.

The Company has a limited  business  history which makes it difficult to predict
its future performance.

The Company commenced operations in January 1999, and subsequently abandoned its
business  operations in January 2000. The Company acquired  GrowthExperts  Group
Inc. ("GrowthExperts") on July 9, 2001, an operating business entity that offers
outsourced sales and customer  relationship  management  services.  The Company,
however,  has no  historical  operating  history in this  industry upon which an
evaluation of its business and prospects can be based.  As a result,  in view of
the rapidly  evolving nature of the Company's  business  situation,  the Company
believes  that  period-to-period   comparisons  of  financial  results  are  not
necessarily  meaningful and should not be relied upon as an indication of future
performance.

The Company has a history of losses, expects future losses and may never achieve
profitability.

The  Company  has not  achieved  profitability  and expects to continue to incur
operating losses for the foreseeable  future. The Company incurred net losses of
$143,952 for the six months ended June 30, 2001, and $1,394,503,  $1,220,228 and
$2,079  for the  respective  years  ended  December  31,  2000,  1999 and  1998,
respectively.  The Company has not had any material  revenue in recent years, it
has never been profitable and there can be no assurance that, in the future, the
Company will be  profitable  on a quarterly or annual  basis.  In addition,  the
acquisition of GrowthExperts  will result in significantly  increased  operating
expenses.



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The Company will need additional  financing to support its operations and may be
unable to obtain it on commercially reasonable terms, or at all.

The Company can satisfy its current  cash  requirements  through  August 2001 at
current  minimum  levels.  Accordingly,   the  Company  must  raise  substantial
additional  funds to continue as a going  concern and to maintain the  operating
expenditures  of the Company and its acquisition of  GrowthExperts.  There is no
assurance  that  the  Company  will be able to  secure  financing  or that  such
financing will be obtained on terms favorable to the Company.  Failure to obtain
adequate  financing  raises  substantial  doubt as to the  Company's  ability to
continue as a going concern.

There is  uncertainty  regarding  the  Company's  ability to continue as a going
concern.

The Company has been in the development stage since its inception. It has had no
significant operating revenues to date, has accumulated losses of $2,761,762 and
will  require  additional  working  capital to sustain  current  operations  and
complete any proposed future  acquisition.  This raises  substantial doubt as to
the Company's ability to continue as a going concern.

The  Company  is  subject  to risks  as it makes  acquisitions  and  engages  in
strategic alliances.

As part of its business strategy,  the Company may acquire, make investments in,
and enter into strategic alliances with as yet unidentified operating companies.
Any such future  acquisitions,  investments or strategic alliances would involve
risks,  such as incorrect  assessment of the value,  strengths and weaknesses of
acquisition  and  investment  opportunities;  underestimating  the difficulty of
integrating  the  operations  and  personnel of newly  acquired  companies;  the
potential  disruption of any ongoing business,  including possible diversions of
resources and management  time; and the threat of impairing  relationships  with
employees and customers as a result of changes in management or ownership.

There can be no assurance that the Company will be able to successfully overcome
these  risks.   Moreover,  the  Company  cannot  be  certain  that  any  desired
acquisition, investment or strategic alliance can be made in a timely manner, on
terms and  conditions  acceptable  to the  Company or that the  Company  will be
successful in identifying attractive acquisition candidates. The Company expects
that  competition  for such  acquisitions  may be  significant.  The Company may
compete with others who have similar acquisition strategies, many of whom may be
larger and have greater financial and other resources than the Company.

The Company depends upon key personnel.

The  Company's  future  operating  results are  substantially  dependent  on the
continued  service and  performance of its senior  personnel:  F. Thomas Winters
III, the Company's  President and Chief Executive  Officer,  Patrick Hanna,  the
Company's Chief  Financial  Officer,  Greg Kular,  the Company's Chief Operating
Officer,  Michelle Braun,  the Company's Vice President of Marketing,  and Scott
Dow, the Company's Director of Business Development. The Company intends to hire
additional  executives should it acquire an operating business entity. See "Note
Regarding  Forward-Looking   Statements."  Competition  for  such  personnel  is
intense,  and there can be no  assurance  that the  Company  can  retain its key
employees  or  that  it will be  able  to  attract  or  retain  highly-qualified
technical and  managerial  personnel in the future.  The loss of the services of
any of the Company's  senior  management or other key employees or the inability
to attract and retain the necessary technical or managerial personnel could have
a material  adverse  effect upon the Company's  business,  financial  condition,
operating  results and cash flows. The Company does not currently  maintain "key
man" insurance for any senior management or other key employees.

Directors and Officers are involved in other projects.

Many of the officers and directors of the Company  serve as directors,  officers
and/or employees of companies other than the Company.  For example,  Damon Poole
and Patrick  McGrath,  the Company's  Directors,  currently  act as  independent
consultants to other companies. All of the Company's current officers devote, on
average,  at least 40 hours per week to the Company.  While the Company believes
that such officers and directors devote adequate time to effectively  manage the
Company, there can be no assurance that such other positions will not negatively
impact an officer's or director's duties for the Company.



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Risks to the Company related to its Recent Acquisition

The  Company  will be subject to certain  risks  related to the  acquisition  of
GrowthExperts.  These risks could cause actual results to differ materially from
results projected in any forward-looking statement in this quarterly report.

GrowthExperts  has a limited  operating  history,  which makes it  difficult  to
predict its future performance.

GrowthExperts  commenced  operations in August 1999 and,  therefore,  has only a
limited operating history upon which an evaluation of its business and prospects
can be based.  Prior to 1999,  GrowthExperts  had no operations or revenues.  In
addition,  the  Company  expects  changes  to  occur  in  GrowthExperts  in  the
foreseeable   future.   As  a  result,   in  view  of  the  evolving  nature  of
GrowthExperts' business and limited operating history, the Company believes that
period-to-period   comparisons  of  GrowthExperts'  financial  results  are  not
necessarily  meaningful  and  should  not be  relied  upon as an  indication  of
GrowthExperts' future performance.

The  services  provided  by  GrowthExperts,  which  includes  outsourced  sales,
marketing and data management services,  have been developed by it over the past
year and continue to be constantly updated and improved. Consequently, there can
be no assurance that GrowthExperts'  efforts will be successful in continuing to
conduct the type of activities and offering related  services as planned.  There
can be no assurance that GrowthExperts  will continue to successfully  implement
the services in a timely  manner,  or that such  services  will  achieve  market
acceptance.  Any failure to design and  implement  GrowthExperts'  services on a
timely  basis and at a price  acceptable  to  prospective  users of the services
could have a  material  adverse  effect on  GrowthExperts'  business,  operating
results and financial condition.

GrowthExperts Relies on Key Third-Party Relationships to Conduct its Business

GrowthExperts relies on key third-party  relationships.  These third parties are
not within the control of  GrowthExperts,  and may not be  obligated to maintain
these   relationships  with   GrowthExperts.   The  loss  of  these  third-party
relationships  could have a material  adverse effect on the Company's  business,
financial condition, operating results and cash flows.

Market for Outsourced Sales, Marketing and Data Management Services

The overall market for outsourced sales,  marketing and data management services
has  experienced  growth in recent  years.  There can be no  assurance  that the
market for  GrowthExperts'  existing or proposed services will continue to grow,
that  companies  within  the  industry  will  utilize  its  services,   or  that
GrowthExperts will be successful in independently  establishing  markets for its
services.  If the various markets in which the Company's  services will compete,
fail to grow, or grow more slowly than the Company currently anticipates,  or if
the Company is unable to establish  markets for its new services,  the Company's
business,  results of operation  and  financial  condition  would be  materially
adversely affected.

Substantial  Competition  Exists in the  Outsourced  Sales,  Marketing  and Data
Management Services Market

Substantial  competition  exists in the  outsourced  sales,  marketing  and data
management  services  market.  Additional  competitors  with greater  financial,
technical  and  marketing  resources  than the  Company may enter the market and
competition may intensify.  Current or future  competitors may develop  services
that are superior to the Company's services or achieve greater market acceptance
due to pricing,  sales  channels or other  factors,  which could have a material
adverse effect on the Company's business, financial condition, operating results
and cash flows.

GrowthExperts' Revenues are Primarily from a Single Customer

A substantial amount of the revenues generated by GrowthExperts in the past, has
been derived from a single customer.  The percentage of revenue generated by the
single  customer has been  decreasing  over time,  but the loss of



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that customer would have a material  adverse  effect on the Company's  business,
financial condition, operating results and cash flows.

GrowthExperts Sales Activity is Subject to Material Fluctuations

GrowthExperts'  sales activity  related to its outsourced  sales,  marketing and
data  management  services  is subject to material  fluctuations  based upon the
sales and promotional  activities of its customers and its previous  performance
when  providing  such  services to  customers.  Any  reduction  in the sales and
promotional  activities of such  customers or the failure of the Company to meet
the  expectations of such customers by the Company would have a material adverse
effect on the Company's  business,  financial  condition,  operating results and
cash flows.

New  Technologies  must be  Integrated  into the  Company's  Products  to Remain
Competitive

The  outsourced  sales,   marketing  and  data  management  services  market  is
characterized by rapidly changing  technology and evolving  industry  standards.
Therefore,  it is  difficult  to  predict  the rate at which the  market for the
Company's  services will grow. If the market fails to grow, or grows more slowly
than anticipated,  the Company's  business,  financial  condition and results of
operations would be materially adversely affected. Even if the market does grow,
there can be no assurance that the Company's  products would achieve  commercial
success. The Company may find itself competing in a market for customers against
other companies with much greater financial, marketing and other resources. Such
competitors  may be able to  institute  and  sustain  price  wars,  imitate  the
features of the  Company's  applications  or  software,  or reduce  prices,  the
Company's revenues and GrowthExperts' current share of the market.

The Company's Services must Continually Improve to Remain Competitive

The Company will be at risk if it is unable to  continually  upgrade and improve
GrowthExperts'  current  services and develop new services.  The  outsourcing of
services  industry  is  characterized  by a  constant  flow  of new or  improved
products,  which  quickly  render  existing  products  obsolete.  The  Company's
competitors may develop  technically  superior and comparably  priced  products,
which would have a material adverse effect on the Company's prospects.







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