EXHIBIT 2

                                  RISK FACTORS

An investment in the shares of common stock in the company involves a high
degree of risk and should be purchased only by those persons who can afford to
lose their investment and who have adequate liquid assets to be able to afford a
long-term illiquid investment. There can be no assurance that we will have
substantial sales or revenues, or that we will be able to sell our products or
services at a profit. Other risk factors include our reliance on a limited
in-house sales force and third-party independent distributors and wholesalers
for project sales. Prospective purchasers should, prior to purchase, carefully
consider the following risk factors, as well as other information set forth
elsewhere in this report.

RISKS RELATED TO OUR BUSINESS

OUR OPERATING LOSSES, OUR RELIANCE UPON LOANS FROM OUR OFFICERS, AND OUR
RELIANCE ON THE PROCEED OF ANY OFFERING RAISE SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO CONTINUE AS A GOING CONCERN.

        We currently estimate that we will require between $ 300,000.00 and
$350,000.00 in operating capital over the next 12 months to remain in business.
Substantial expenditures will be required to enable us to pursue large projects,
expand our services, further develop our proprietary software, and market our
software product and services. The level of expenditures required for these
activities will depend in part upon changes in technology and whether we develop
and market our products and services independently or with others through
collaborative arrangements. Our future capital requirements will also depend on
one or more of the following factors: market acceptance of our products; the
extent and progress of our research and development programs; the costs involved
in filing, protecting and enforcing intellectual property claims; competing
technological and market developments; and the costs of marketing our services.
Our capital requirements will also depend largely on how aggressive we are in
expanding our revenues and managing our expenses.

FAILURE OF OUR OPERATING AND INTERNAL GROWTH STRATEGIES MAY AFFECT OUR ABILITY
TO EXECUTE OUR BUSINESS PLAN AND REMAIN IN BUSINESS

        We intend to grow our revenues and attain profitability by expanding the
range and markets of service we offer to customers, attracting new customers,
strategically aligning ourselves with larger business partners, increasing the
number of projects performed for existing customers, and reducing operating and
overhead expenses. Many of the factors affecting our ability to do so may be
beyond our control and we cannot be certain that our strategies will be
successful or that we will be able to generate cash flow sufficient to fund our
operations and to support internal growth. Our failure to do so could cause us
to curtail or cease our operations.

        While we strive to attain profitability, we are currently experiencing a
period of development and expansion which has placed, and could continue to
place, a significant strain on our management, customer service, support
operations, sales, administrative personnel and other resources. In order to
serve the needs of our existing and future customers, we will need to increase
our workforce, which will require us to attract, train, motivate and manage
qualified employees. Our ability to manage our planned growth will require us to
continue to expand our operating, management, information and financial systems,
all of which may significantly increase our operating expenses. Increased
operating expenses could frustrate our efforts to achieve sustained
profitability.

MOST OF OUR CONTRACTS CAN BE CANCELED ON SHORT NOTICE, WHICH MAKES IT DIFFICULT
FOR US TO FORECAST REVENUES AND EFFECTIVELY MANAGE OUR EXPENSES.

        A substantial number of our contracts can be canceled upon short notice.
Accordingly, we cannot be certain that our future revenues will approximate our
historical performance. Our inability to replace any canceled contracts with
contracts entered into with other customers could have a significant negative
effect on our business.

UNLESS CLIENTS REQUIRE OUR SERVICES AT MULTIPLE LOCATIONS OUR CONTRACTS DO NOT
PROVIDE FOR REPEAT BUSINESS, WHICH REQUIRES US TO SEEK NEW REVENUE SOURCES ON AN
ONGOING BASIS

        Many of our system integration projects are one time projects designed
to meet a specific customer need. The integrated systems that we install
generally have a long usable life expectancy. These projects do not promote long
term, repeat business with a particular customer unless that customer requires
our services at multiple locations.

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This requires us to maintain an ongoing sales and marketing budget and requires
our sales team to constantly attract business from new customers.

OUR FAILURE TO ADJUST TO CHANGES IN TECHNOLOGY MAY RENDER OUR PRODUCTS AND
SYSTEMS OBSOLETE AND CAUSE A DRAMATIC REDUCTION IN OUR REVENUES.

        The telecommunication field, professional video, video conferencing and
systems networking industries are subject to rapid changes in technology.
Systems used for the transmission and display of video, voice and data as well
as the hardware which carries these systems, are subject to rapid changes in
technology. The expertise developed by our key personnel may no longer be
applicable to subsequent advancements in technology. In the future, our
customers may be able to receive enhanced services without a significant upgrade
of their existing information technology and communication systems thereby
minimizing the need for the type of services that we provide.

INTENSE COMPETITION COULD REDUCE OUR MARKET SHARE AND HARM OUR FINANCIAL
PERFORMANCE

        Our industry is highly competitive and is served by numerous small,
owner operated private companies, several public companies and several large
regional companies. There are no substantial barriers to entry in our industry
and we expect that competition will intensify in the future. Competition in the
industry depends upon a number of factors, including price. Our competitors may
have lower overhead cost structures and may, therefore, be able to provide their
services at more competitive prices. Many of our competitors have greater market
presence, engineering depth and marketing capabilities, as well as greater
financial, technological and personnel resources than we do. As a result, they
may be able to develop and expand their customer base more quickly, adapt more
swiftly to new or emerging technologies and changes in customer requirements,
take advantage of acquisition and other opportunities more readily, and devote
greater resources to the marketing and sale of their products and services than
we can. We cannot be certain that we will be able to maintain or enhance our
competitive position. We also face competition from in-house service departments
of our prospective and existing customer base and cannot be certain that our
existing or prospective customers will continue to outsource business to us in
the future.

        Current and potential competitors have established or may establish
cooperative relationships among themselves or directly with vendors to obtain
exclusive or semi-exclusive sources of products. Accordingly, it is possible
that new competitors or alliances among competitors and/or vendors may emerge
and rapidly acquire market share. Increased competition from any one of these
sources is likely to result in reduced operating margins, loss of market share
and a diminished brand franchise, any one of which could have a significant
negative affect on our business.

WE ARE SUBJECT TO LAWS GOVERNING INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
THAT MAY HAVE A NEGATIVE EFFECT ON OUR BUSINESS

        As the number of products in the telecommunication, teleconferencing and
professional video industries increases and the functionality of these products
further overlaps, companies may increasingly become subject to claims of
infringement or misappropriation of the intellectual property or proprietary
rights of others. We cannot be certain that third parties will not assert
infringement or misappropriation claims against us in the future with respect to
current or future products, or that any such assertion will not require us to
enter into royalty arrangements or litigation that would be costly to us. Any
claims or litigation, with or without merit, and any subsequent finding of
infringement would result in a diversion of our management's attention as well
as a diversion of our financial resources, and could have a significant negative
effect on our business. Adverse determinations in such claims or litigation
could have a material adverse effect on our business, financial condition and
results of operations.

        While we believe that our success will depend principally upon our
ability to design and effectively market them along with our integration and
installation services, our ability to compete is also dependent in part upon our
proprietary technology and intellectual property rights. Our inability to
protect our proprietary rights could have a significant negative effect on our
business. We have not filed for any federal copyrights, patents or trademarks to
protect our proprietary software, documentation and other proprietary
information. We cannot be certain that common law intellectual property rights
will be sufficient to protect our interests. Nor can we be certain that the
confidentiality agreements and other methods on which we may rely to protect our
trade secrets and proprietary information and rights will be adequate to prevent
competitors from developing similar technology. In the absence of patent
protection, our business may be adversely affected by competitors that develop
functionally equivalent technology and we may be subject to additional risk if
we enter into transactions in countries where intellectual

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property laws are not well developed or enforced effectively. Litigation to
defend and enforce our intellectual property rights, regardless of the final
outcome of such litigation, would result in a diversion of our management's
attention as well as our financial resources, and could have a significant
negative effect on our business.

THE DEPARTURE OF MR. CERAGNO, OUR PRESIDENT, AND LACK OF QUALIFIED INSTALLATION
STAFF COULD DISRUPT OUR BUSINESS

        We depend upon the continued services of our president, Carl R. Ceragno.
Mr. Ceragno is not employed by us pursuant to the terms of an employment
contract. The loss of the services of Mr. Ceragno would have a significant
negative effect on our business as we have not hired management personnel to
perform his duties if he cannot carry them out on his own. In addition, we do
not carry key-person life insurance policies on Mr. Ceragno's life. We do
however intend to purchase such insurance in the future. However, whether funds
will be available for such purposes cannot be assured and will depend upon our
future budgeting needs. Even if insurance benefits are received we cannot be
certain that we will be able to effectively replace Mr. Ceragno or other key
employees at affordable rates.

        Our Systems Integration Division relies heavily upon the availability of
highly qualified and trained installation personnel and subcontractors for the
systems that it designs and installs. The competition for the services of these
individuals is intense. We cannot be certain that we will be successful in
attracting and retaining additional skilled installation personnel as needed.
Our failure to do so could have a significant negative effect on our business.

OUR OBLIGATION TO INDEMNIFY OFFICERS AND DIRECTORS MAY CAUSE SIGNIFICANT
OPERATIONAL EXPENSES

        Our Articles of Incorporation, Bylaws and laws of the State of Nevada
provide for the indemnification of our officers and directors. It is possible
that we may be required to pay judgments, fines, legal fees and expenses
incurred by our officers or directors in connection with their corporate
activities, provided that the officer or director acted in good faith.

CONTROL OF OUR MANAGEMENT BY OUR PRESIDENT COULD LIMIT THE ABILITY OF OTHER
STOCKHOLDERS TO GOVERN OUR Affairs.

        Carl R. Ceragno, our president, owns all of our issued and outstanding
Class B shares as well as 5,690,000 of our Class A shares. He will have voting
control of our management. Mr. Ceragno will be able to continue to determine and
direct our affairs and policies and will effectively control virtually all
matters requiring approval by our stockholders, including the amendments of the
Articles of Incorporation, the election of directors, and the approval of
mergers or similar transactions. As a result, shareholders will not be able to
replace management even if they determine that we are being managed
ineffectively.

        This concentration of voting control in the hands of Mr. Ceragno may
have the effect of delaying, deferring or preventing a change in control of our
Board of Directors, impeding a merger, consolidation, takeover or other business
combination that we may otherwise consider or discouraging a potential acquirer
from making a tender offer or otherwise attempting to obtain control of our
Board of Directors. This could have a significant negative effect on the market
price of our common stock.

THE LOSS OF ONE OF OUR THREE MAJOR CUSTOMERS OR A DECREASE IN THE BUSINESS THAT
WE DO WITH ANY ONE OF THEM COULD NEGATIVELY AFFECT OUR BUSINESS

        We are dependent upon a small number of our customers as well as a small
number of systems sales for a substantial portion of our revenues. For the
fiscal years ending December 31, 2000 and December 31, 2001, sales of
integration services to 1 client accounted for approximately 50% of our
operating revenues. While our client base has increased in 2003 the loss of any
one of our larger clients or a diminution in sales to any one of them could have
a significant long term negative effect on our business.

FUTURE ACQUISITIONS MAY DISRUPT OUR OPERATIONS AND DILUTE THE VALUE OF OUR
SHARES

        One of our business strategies is to pursue Strategic Alliances and
acquisition opportunities that complement our existing services, expand our
distribution channel or are compatible with our business philosophy and
strategic goals. Future acquisitions could be financed by internally generated
funds, bank borrowings, and/or public offerings or private placements of equity
or debt securities. We cannot be certain that we will be able to make
acquisitions on

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terms favorable to us or that funds to finance an acquisition will be available
or permitted under our financing instruments. If we complete alliances or
acquisitions, we will encounter various associated risks, including the possible
inability to integrate an acquired business into our operations, potentially
increased goodwill amortization, diversion of management's attention and
unanticipated problems or liabilities, some or all of which could have a
significant negative effect on our business. In addition, such acquisitions
could result in substantial equity dilution to existing stockholders if they are
paid for with our shares.

OUR FAILURE TO PAY DIVIDENDS COULD NEGATIVELY AFFECT OUR SHAREHOLDERS

        Investors seeking a regular cash return on their investment should know
that we have never paid dividends to our shareholders and do not anticipate
paying dividends to our shareholders in the foreseeable future. If our
operations become profitable, it is anticipated that earnings will be reinvested
in our operations to fund our growth.

OUR SECURITIES ARE SUBJECT TO PENNY STOCK REGULATIONS, WHICH MAY MAKE IT MORE
DIFFICULT TO SELL YOUR SHARES

        The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks and their
associated risks. It is likely that our shares will be regulated as a penny
stock and will be subject to the additional disclosure requirements imposed by
this law.

        The impact of the regulations applicable to penny stocks on our
securities is a reduction in the market liquidity of our securities by limiting
the ability of broker/dealers to trade our securities and the ability of
purchasers of our securities to sell their securities in the secondary market.
The low price of our common stock also has a negative effect on the amount and
percentage of transaction costs paid by individual shareholders and our
potential ability to raise additional capital by issuing additional shares. The
primary reasons for these effects include the internal policies of many
institutional investors that prohibit the purchase of low-priced stocks, the
fact that many brokerage houses do not permit low-priced stocks to be used as
collateral for margin accounts or to be purchased on margin and brokerage house
policies and practices that tend to discourage individual brokers from dealing
in low-priced stocks. In addition, since broker's commissions on low-priced
stocks represent a higher percentage of the stock price than commissions on
higher priced stocks, the current low share price of the common stock results in
individual shareholders paying transaction costs that are a higher percentage of
their total share value than would be the case if the share price were
substantially higher. High transaction costs can erode an investor's return on
investment.

SHARES ELIGIBLE FOR FUTURE SALE MAY HAVE AN ADVERSE EFFECT ON OUR STOCK PRICE

        Future sales of substantial amounts of common stock in the public market
could adversely affect market prices of our common stock. There are
approximately 12,216,550 Class A Shares issued and outstanding as of December
31, 2003, from the 40,000,000 authorized by the company. There will be
approximately 8,957,500 non-affiliate shares Class A Shares of common stock that
will be freely tradeable without restriction or further registration under the
Securities Act, unless held by our "affiliate" as that term is defined in Rule
144 under the Securities Act ("Rule 144"), which shares will be subject to the
resale limitations of Rule 144. Of the Class A Shares 3,957,500 of said shares
will be deemed "restricted securities" under Rule 144 and may not be sold unless
they are registered under the Securities Act or unless an exemption from
registration, such as the exemption provided by Rule 144, is available.

        No prediction can be made as to the effect, if any, that future sales,
or the availability of 144 stock for future sales, will have on the market price
of our stock from time to time. Sales of substantial amounts of 144 stock by us
or by stockholders who hold restricted securities, or the perception that such
sales may occur, could adversely affect market prices for our stock.

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OUR ACTUAL RESULTS OF OPERATIONS MAY DIFFER MATERIALLY FROM THE FORWARD LOOKING
STATEMENTS THAT ARE CONTAINED IN THIS PROSPECTUS

        This report contains forward-looking statements that involve risks and
uncertainties. The words "anticipate", "believe", "estimate", "expect", "will",
"could", "may," and similar words are intended to identify forward-looking
statements. Our actual results could differ materially from those anticipated in
these forward-looking statements as a result of many factors, including the
risks described above and elsewhere in this report.