Form: 10KSB

Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

March 29, 2004

CAUTIONARY STATEMENTS

Published on March 29, 2004


EXHIBIT 99.01

CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 provides public
companies with a "safe harbor" from liability for forward-looking statements if
those statements are accompanied by meaningful cautionary statements identifying
important factors that could cause actual results to differ materially from
those contained in the forward-looking statements. The Company hereby identifies
the following important factors which could cause the Company's actual results
to differ materially from those contained in any forward-looking statements made
by the Company from time to time in any report, proxy statement, registration
statement or other written communication or in oral forward-looking statements
made from time to time by the Company's officers or agents.

IF WE ARE UNABLE TO CONTINUE AS A GOING CONCERN, YOU COULD LOSE YOUR ENTIRE
INVESTMENT.

The report of our independent auditors on our December 31, 2003 financial
statements contains an explanatory paragraph stating that substantial doubt
exists about our ability to continue as a going concern. If we are unable to
continue as a going concern, your entire investment in our common stock could be
lost. Our ability to improve our working capital position will depend, in part,
on our ability to raise additional capital in the form of equity or debt
financing, strategic alliances with corporate partners and others, or through
other sources not yet identified.

AN ORDERLY WIND DOWN OF MANUFACTURING OPERATIONS MAY NOT BE POSSIBLE

It is management's intention to accomplish an orderly wind down of its
manufacturing operations. There are several factors which could prevent the
Company from achieving this. Some of these factors include, but are not limited
to, equipment breakdown or failure, inability to source raw materials, delays in
receipt of raw materials, changes in the Company's core labor force, significant
changes in production requirements, discontinuation of customer prepayment
programs, and unforeseen cash flow problems resulting from any of the previous
factors. These and other factors could make it impossible for the Company to
succeed in an orderly wind down of manufacturing operations. If the wind down is
not orderly the Company may default on some of its payment or other obligations
which could result in litigation or threatened litigation between the Company
and one or more of its suppliers, customers or other persons with whom it has a
business relationship, which could, among other things, cause the Company to
accelerate the wind down, declare bankruptcy or lose ownership of some or all of
the intellectual property assets it expects to own after the wind down of its
manufacturing operations.

THE COMPANY HAS A DEPENDANCE ON A MAJOR CUSTOMER.

The future survivability of the Company relies on the continuation of
prepayment terms with the Company's largest customer. If prepayment terms and a
downturn in shipment requirements occurs, the Company may not be able to satisfy
its operating cash flow needs and may not be able to continue as a going
concern.

WE NEED TO CONTINUE CUSTOMER PREPAYMENT TERMS DURING 2004

Our existing cash and cash equivalents are insufficient to fund operations
through 2004. The survivability of the Company is dependant upon prepayment
terms with the Company's largest customer. We have received advance payments
from some of our customers in exchange for a security interest in most of our
assets. If future prepayments do not continue, we may be unable to realize our
current plans and may be forced to cease operations.

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WE HAVE A HISTORY OF LOSSES

Although we have generated differing levels of revenue over the last
several years, we have not been profitable. We may continue to incur losses
during the wind down period. We have expended a substantial amount of our
resources in sales and marketing efforts and in researching and developing
technology relating to our products.

OUR SUCCESS DEPENDS ON A SINGLE FAMILY OF PRODUCTS

We are focusing our efforts on therapeutic patch products for contract
customers. A reduction in demand for these products would have a material
adverse effect on our business. The Company cannot assure you that we will
maintain or increase our current level of therapeutic consumer products sales or
profits during the wind down period.

OUR SUCCESS DEPENDS ON OUR RELATIONSHIPS WITH RESELLERS OF OUR PRODUCTS

A significant portion of the sales of our therapeutic consumer products are
derived from agreements with other companies that act as resellers of our
products. Under these agreements, our products are marketed and sold under
another company's brand name and by another company's sales force. We believe
our relationships with our existing third party resellers have been a
significant factor in the success to date of our therapeutic consumer products
business, and any deterioration or termination of these relationships would
seriously adversely affect our business.

THE MARKET FOR OUR PRODUCTS IS COMPETITIVE AND WE MAY NOT HAVE THE
RESOURCES REQUIRED TO COMPETE EFFECTIVELY

The markets for the therapeutic consumer products we sell are relatively
new and therefore subject to rapid and significant change. We face significant
competition in the development and marketing of these products. We cannot assure
you that we will be able to compete effectively in the sale of our products.
Competitors in the United States and abroad are numerous and include, among
others, major pharmaceutical and consumer product companies. Our competitors may
succeed in developing technologies and products that are more effective than
those we are developing and could render our therapeutic consumer products
obsolete and noncompetitive. Many of our competitors have substantially greater
financial and technical resources, marketing capabilities and regulatory
experience. In addition, these companies compete with us in recruiting and
retaining highly qualified personnel. As a result, we cannot assure you that we
will be able to compete successfully with these organizations.

PATENTS AND OTHER PROPRIETARY RIGHTS PROVIDE UNCERTAIN PROTECTION OF OUR
PROPRIETARY INFORMATION AND OUR INABILITY TO PROTECT A PATENT OR OTHER
PROPRIETARY RIGHT MAY ADVERSELY AFFECT OUR BUSINESS

The patent position of companies engaged in the sale of products such as
ours is uncertain and involves complex legal and factual questions. Issued
patents can later be held invalid by the patent office issuing the patent or by
a court. We cannot assure you that our patents will not be challenged,
invalidated or circumvented or that the rights granted there under will provide
us a competitive advantage. In addition, many other organizations are engaged in
research and development of products similar to our therapeutic consumer
products. Such organizations may currently have, or may obtain in the future,
legally blocking proprietary rights, including patent rights, in one or more
products or methods under development or consideration by us. These rights may
prevent us from commercializing new technology, or may require us to obtain a
license from the organizations to use their technology.

We also rely on trade secrets and other unpatented proprietary information
in the manufacturing of our therapeutic consumer products. To the extent we rely
on confidential information to maintain our competitive position, there can be
no assurance that other parties will not independently develop the same or
similar information.

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There has been substantial litigation regarding patent and other
intellectual property rights in the consumer products industry. Litigation could
result in substantial costs and a diversion of our effort, but may be necessary
to enforce any patents issued to us, protect our trade secrets or know-how,
defend against claimed infringement of the rights of others, or determine the
scope and validity of the proprietary rights of others. We cannot assure you
that third parties will not pursue litigation that could be costly to us. An
adverse determination in any litigation could subject us to significant
liabilities to third parties, require us to seek licenses from or pay royalties
to third parties or prevent us from manufacturing or selling our products, any
of which could have a material adverse effect on our business.

WE ARE SUBJECT TO REGULATION BY REGULATORY AUTHORITIES INCLUDING THE FDA
WHICH MAY AFFECT THE MARKETING OF OUR PRODUCTS

The research, development, manufacture, labeling, distribution, marketing
and advertising of our products, and our ongoing research and development
activities, are subject to extensive regulation by governmental regulatory
authorities in the United States and other countries. Failure to comply with
regulatory requirements for marketing our products could subject us to
regulatory or judicial enforcement actions, including, but not limited to,
product recalls or seizures, injunctions, civil penalties, criminal prosecution,
refusals to approve new products and suspensions and withdrawals of existing
approvals. Currently, the majority of our therapeutic consumer products are
regulated as over-the-counter products. We cannot assure you that the FDA will
continue to regulate these products as over-the-counter products. If the FDA
changed its approach to regulating our products, we would be faced with
significant additional costs and may be unable to sell some or all of our
products. Any such change would have a material adverse effect on our business.

WE HAVE LIMITED STAFFING AND WILL CONTINUE TO BE DEPENDENT UPON KEY
EMPLOYEES

Our success is dependent upon the efforts and abilities of our key
employees. If key individuals leave, we could be adversely affected if suitable
replacement personnel are not quickly recruited. The current condition of the
Company will make it difficult to retain and attract, if necessary, qualified
personnel.

THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE DUE TO A NUMBER OF
FACTORS

The trading price of our common stock may fluctuate widely as a result of a
number of factors, including:

- trading of our common stock on the OTC Bulletin Board;

- performance of our therapeutic consumer products in the market;

- regulatory developments in both the United States and foreign
countries;

- market perception and customer acceptance of our therapeutic consumer
products;

- increased competition;

- relationships with resellers of our products;

- economic and other external factors; and

- period-to-period fluctuations in financial results.

In addition, the price of our common stock has from time to time
experienced significant price and volume fluctuations that may be unrelated to
our operating performance.

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