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 30, 2000; 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 related to its current business situation

     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 abandoned its business  operations,  which makes it difficult to
predict its future performance.

     The Company commenced operations in January 1999 and subsequently abandoned
its website hosting,  e-business  services and e-commerce business operations in
January  2000.  The Company is  currently  negotiating  to acquire an  operating
business entity in the information  technology industry.  The Company,  however,
has no historical operating history in the information  technology 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 a net loss of
$1,112,708  for the three months  ended March 31, 2000.  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,  if the Company  plans to acquire an
operating business entity, as is proposed,  its operating expenses will increase
significantly.


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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 June 2000 at
current  minimum  levels.  Accordingly,   the  Company  must  raise  substantial
additional  funds to continue as a going  concern and to complete  the  proposed
acquisition of ITAG. There is no assurance that, after such period,  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 acquire an operating  business
entity as well as 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
$2,336,015  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  intends to 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 or
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:  Philip Garratt,  the
Company's  President  and Chief  Executive  Officer;  and Patrick  McGrath,  the
Company's  Chief  Financial  Officer.  The  Company  intends to hire  additional
executives should it acquire an operating business entity.  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,
Raeanne  Steele and Patrick  McGrath,  the Company's Vice President of Sales and
Marketing  and  Chief  Financial   Officer,   respectively,   currently  act  as
independent  consultants  to  other  companies.  All  of the  Company's  current
officers devote,  on average,  at least 25 hours per week to the Company.  While
the Company believes that such officers and directors will be devoting  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 proposed acquisition of ITAG

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

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

     ITAG commenced operations in May 1996. ITAG, therefore,  has only a limited
operating  history upon which an evaluation of its business and prospects can be
based.  Prior to May  1996,  the  Company  had no  operations  or  revenues.  In
addition,  the Company expects changes to occur in ITAG should it acquire it, as
is  proposed,  as an  operating  business  entity.  As a result,  in view of the
evolving nature of ITAG's business and limited  operating  history,  the Company
believes that  period-to-period  comparisons of ITAG's financial results are not
necessarily  meaningful and should not be relied upon as an indication of ITAG's
future performance.

ITAG depends upon key personnel.

     ITAG is currently dependent upon its senior management, board of directors,
alliances and consultants, the loss of any of which may significantly affect its
performance  and its ability to carry out the continued  successful  development
and  commercialization  of its  products  and  services.  Any  failure to retain
management,  directors and  consultants or to attract and retain  additional key
employees with necessary skills could have a material adverse impact upon ITAG's
and,   therefore,   the  Company's  growth  and  profitability.   Following  the
acquisition of ITAG, the Company will be required to recruit additional software
development  personnel,  expand  its direct  sales  force,  expand its  customer
support functions and train, motivate and manage its employees.  Competition for
qualified consulting software  development  personnel is intense and expected to
increase. There can be no assurance that the Company will be able to recruit the
personnel   required  to  execute  its  programs  or  to  manage  these  changes
successfully.

ITAG relies on key third-party relationship to conduct its business.

     ITAG relies on key third-party  relationships.  These third parties are not
within  the  control  ITAG,   and  may  not  be  obligated  to  maintain   these
relationships  with  ITAG upon the  Company  acquiring  ITAG.  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.

The information  technology  consulting and software industries must continue to
grow and customers must continue to utilize the Company's products and services.

     The overall market for information  technology  consulting and software has
experienced  significant  growth in recent years. There can be no assurance that
the market for ITAG's existing or proposed products or services will continue to
grow, that companies  within the industry will utilize its products or services,
or that following the  acquisition  of ITAG by the Company,  the Company will be
successful in independently  establishing  markets for its products or services.
If the various markets in which the Company's  products or services will compete
fail to grow, or grow more slowly than the Company currently anticipates,  or if
the  Company is unable to  establish  product  markets  for its new  products or
services,  the Company's business,  results of operation and financial condition
would be materially adversely affected.

Substantial  competition  exists in the  information  technology  consulting and
software markets.

     Substantial competition exists in the information technology consulting and
software markets.  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 products that are superior
to the Company's  products 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.


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New technologies  must be integrated into the Company's  products if they are to
remain competitive.

     The   information   technology   consulting   and   software   markets  are
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 at all,  should it acquire ITAG and enter the
information  technology  and software  markets.  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 markets for
information technology consulting and software against other companies with much
greater financial,  marketing and other resources.  Such competitors may be able
to institute  and sustain  price wars,  or imitate the features of the Company's
services software, reducing prices and the Company's revenues and ITAG's current
share of the market.

The  Company's  products  must  continually  be  improved  if they are to remain
competitive.

     Following the  acquisition,  the Company will be at risk if it is unable to
continually  upgrade  and  improve  ITAG's  software  products  and  develop new
products.  The software  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
software,  which  would  have  a  material,  adverse  effect  on  the  Company's
prospects.

The Company must seek to protect its intellectual property.

     The Company considers the information  technology  software of ITAG and its
other  intellectual  property to be of value and important to its  business.  At
this time,  the Company is unaware  whether ITAG relies on copyright,  trademark
and trade secret laws, non-disclosure agreements or other contractual provisions
to establish and maintain its intellectual  property rights. The Company is also
unaware  whether ITAG has any patents or patent  applications  pending.  Despite
ITAG's  efforts to protect  its  proprietary  rights,  unauthorized  parties may
attempt to copy or obtain and use information  that ITAG regards as proprietary.
There  can be no  assurance  that the  steps  taken by the ITAG to  protect  its
proprietary information will prevent  misappropriation of such information.  The
cost of  litigation  necessary  to  enforce  ITAG's  proprietary  rights  may be
prohibitive. Such steps may not preclude competitors from developing confusingly
similar brand names or promotional materials or developing products and services
similar to those of ITAG.

     Although  the  Company  believes  that ITAG has the right to use all of the
intellectual property incorporated in its products, third parties may claim that
ITAG's  products  violate their  proprietary  rights,  including  copyrights and
patents. If any such claims are made and found to be valid, the Company may have
to reengineer  ITAG's products or obtain licenses from third parties to continue
offering its products. Any efforts to reengineer its products or obtain licenses
from third parties may not be successful  and could  substantially  increase the
Company's  costs and have a material  adverse effect on the business,  financial
condition and results of operations of the Company.