EXHIBIT 99.1

RISK FACTORS

WE HAVE A HISTORY OF OPERATING LOSSES.

We have incurred operating losses of $524,324 and $703,744 for the fiscal years
ended December 31, 2004 and 2003, respectively. Our ability to achieve
profitability depends primarily upon our ability to manage our existing oil and
gas interests successfully. In view of the rapidly evolving nature of our
business and our limited operating history, we believe that period-to-period
comparisons of our operating results are not necessarily meaningful and you
should not rely upon them as an indication of our future performance.

WE MAY NEED ADDITIONAL CAPITAL TO FUND OUR OPERATIONS, AND WE MAY NOT BE ABLE TO
OBTAIN IT ON TERMS ACCEPTABLE TO US OR AT ALL.

We believe that our existing capital resources will enable us to maintain our
current operations through March 31, 2006. However, we may require additional
funds during or after that period. In particular, we would be required to secure
additional sources of capital to continue operating at our current level or
curtail our current operations if we do not achieve the results of operations
that we expect as a result of lower than expected revenues, higher than expected
expenses, or other possible adverse developments. In addition, if we expand our
existing business plan to focus on growth in international markets, make
acquisitions of businesses or technologies, or modify our business plan in other
ways, we would likely require additional funding. If we require additional
financing for any reason, we cannot assure you that such additional financing
will be available to us on acceptable terms, or at all. In the event we are
unable to raise additional capital, we may be required to substantially reduce
or curtail operations. Further, if we raise additional funds through the
issuance of additional equity securities, the percentage ownership of our
shareholders will be diluted. Any new equity securities may have rights,
preferences, or privileges senior to those of our common stock.

WE DO NOT CONTROL OPERATIONS AT THE OIL & GAS PROPERTIES IN WHICH WE HOLD
INTERESTS.

We own less than 100% of the working interest in our gas holdings. We do not
conduct any operations. Operations are conducted by operating companies that
follow the instructions of the working interest owners. Because of this
structure, drilling and operating decisions are not entirely within our control.
If we disagree with the decision of a majority of working interest owners, we
may be required, among other things, to decline to participate in a particular
activity. If we decline to participate, we might be required to relinquish our
interest or may be subject to certain non-consent penalties, as provided in the
applicable operating agreement. Such penalties typically allow participating
working interest owners to recover from the proceeds of production. Under most
operating agreements, the operator is given direct and full control over all
operations on the property and is obligated to conduct operations in a
workman-like manner; however the operator is usually not liable to the working
interest owners for losses sustained or for liabilities incurred, except those
resulting from its own gross negligence or willful misconduct. Each working
interest owner is generally liable for its share of the costs of developing and
operating jointly owned properties. The operator is required to pay the expenses
of developing and operating the property and will invoice working interest
owners for their proportionate share of such costs. We may have a limited
ability to exercise control over operations and the associated costs of such
operations. The success of our investment in these activities may, therefore, be
dependent upon a number of facts that are outside of our control.

WE MAY BE LIABLE TO PAY RENT ON OUR FORMER OFFICES IN JERSEY CITY UNTIL DECEMBER
2008.

In June 2001 we sublet our former offices in Jersey City, New Jersey to
Nekema.com through December 31, 2008. In September 2002 Nekema.com ceased
business operations and defaulted on the sublease. The rent on the sublease was
guaranteed by Lumbermens Mutual Casualty Company, d/b/a Kemper Insurance
Company, until only May 2003. The aggregate rent for the period June 2003
through December 2008 is $995,668. If we are unable to find a subtenant or
negotiate a settlement with the landlord we will be obligated to pay rent on the
space until the lease expires in December 2008, which would have a severe
negative impact on our cash flow and operating results.

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TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED.

Our common stock is traded on the OTC Bulletin Board. The OTC Bulletin Board is
not an exchange and, because trading of securities on the OTC Bulletin Board is
often more sporadic than the trading of securities listed on an exchange or
Nasdaq, you may have difficulty reselling your securities.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION.

Our common stock is subject to regulations of the Securities and Exchange
Commission relating to the market for penny stocks. These regulations generally
require that a disclosure schedule explaining the penny stock market and the
risks associated with the penny stock market be delivered to purchasers of penny
stocks and impose various sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors. The regulations applicable to penny stocks may severely limit the
market liquidity for our securities and could reduce your ability to sell your
securities in the market.


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