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 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  September
2000 at current minimum levels. Accordingly,  the Company must raise substantial
additional  funds to continue as a going  concern and to complete  the  proposed
acquisitions of the Target  Companies.  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
$2,443,979  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.


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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 operating business
entities in both the information  technology  consulting and software industries
(the "Target  Companies").  The Company,  however,  has no historical  operating
history  in these  industries  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
$1,220,672  for the six months ended June 30, 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 the  operating
business  entities,  as  is  proposed,  its  operating  expenses  will  increase
significantly.

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:  Damon Poole,  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



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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.

Risks to the Company related to its proposed acquisition of the Target Companies

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

The Target Companies have a limited operating history,  which makes it difficult
to predict their future performance.

     The  Target  Companies  commenced  operations  in early  2000.  The  Target
Companies,  therefore,  have only  limited  operating  histories  upon  which an
evaluation  of their  business and  prospects  can be based.  In  addition,  the
Company expects changes to occur in the Target Companies should it acquire them,
as is proposed,  as an operating business entities.  As a result, in view of the
evolving  nature  of  the  Target  Companies'  business  and  limited  operating
histories, the Company believes that period-to-period  comparisons of the Target
Companies'  financial  results are not necessarily  meaningful and should not be
relied upon as an indication of the Target Companies' future performance.

The Target Companies depend upon key personnel.

     The Target Companies are currently  dependent upon their senior management,
board of  directors,  alliances  and  consultants,  the loss of any of which may
significantly  affect  their  performance  and  their  ability  to carry out the
continued  successful  development and  commercialization  of their 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 the Target Companies and, therefore,  the Company's
growth and profitability. Following the acquisition of the Target Companies, the
Company  will be required  to recruit  additional  personnel,  expand its direct
sales  force,  expand its customer  support  functions  and train,  motivate and
manage its  employees.  Competition  for  qualified  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.

The Target  Companies  rely on key  third-party  relationship  to conduct  their
business.

     The Target  Companies rely on key  third-party  relationships.  These third
parties  are not within the  control  of the  Target  Companies,  and may not be
obligated to maintain  these  relationships  with the Target  Companies upon the
Company acquiring them. 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 markets for information technology consulting and software have
experienced  significant  growth in recent years. There can be no assurance that
the market for the Target  Companies'  existing or proposed products or services
will  continue to grow,  that  companies  within the industry will utilize their
products or services,  or that following the acquisition of the Target Companies
by the Company that it will be successful in independently  establishing markets
for their  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 these markets and competition may
intensify.  Current or future  competitors may develop products or services that
are superior to



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the Company's  products and 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.

New technologies must be integrated into the Company's  products and services 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  markets for the
Company's  products  or  services  will grow,  if at all,  should it acquire the
Target Companies and enter the information  technology and software markets.  If
these markets fail to grow, or grow more slowly than anticipated,  the Company's
business,  financial  condition  and results of  operations  would be materially
adversely affected.  Even if the markets do grow, there can be no assurance that
the Company's products or services would achieve commercial success. The Company
may find itself  competing in markets  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
products or services,  reducing prices and the Company's revenues and the Target
Companies' current share of these markets.

The Company's  products and services 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 the Target Companies' products and services and
develop new products and  services.  These  industries  are  characterized  by a
constant  flow of new or improved  products and services,  which quickly  render
existing products and services obsolete.  The Company's  competitors may develop
technically  superior and comparably  priced  products or services,  which would
have a material, adverse effect on the Company's prospects.

The Company must seek to protect the Target Companies' intellectual property.

     The Company considers the intellectual  property of the Target Companies to
be of value and  important  to their  business.  At this  time,  the  Company is
unaware  whether the Target  Companies  rely on  copyright,  trademark and trade
secret  laws,  non-disclosure  agreements  or other  contractual  provisions  to
establish and maintain their  intellectual  property rights. The Company is also
unaware  whether the Target  Companies  have any patents or patent  applications
pending.  Despite the Target  Companies'  efforts to protect  their  proprietary
rights,  unauthorized  parties may attempt to copy or obtain and use information
that the Target Companies regard as proprietary.  There can be no assurance that
the steps taken by the Target Companies to protect their proprietary information
will  prevent  misappropriation  of such  information.  The  cost of  litigation
necessary to enforce the Target Companies 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 the Target Companies.

     Although the Company  believes that the Target  Companies have the right to
use all of the  intellectual  property  incorporated  in their  products,  third
parties may claim that the Target Companies  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 the Target Companies products or
obtain  licenses from third parties to continue  offering  their  products.  Any
efforts to reengineer  their 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.