**RISK
          FACTORS**
 
 **Jupiter
          Has A Limited Operating History. Jupiter's Operations Are Subject To The
          Many
          Risks Inherent In A Developing Business Enterprise.**
 The
          likelihood of JUPITER's success must be considered in light of the problems,
          expenses, difficulties, complications, and delays frequently encountered
          in a
          new business and the competitive environment in which it operates. Since
          inception, JUPITER’s efforts have been limited primarily to organizational and
          development activities and it has generated small revenues to date. Its
          operating history is insufficient for an investor to rely on in making
          a
          judgment about JUPITER’s future performance. JUPITER cannot be certain that its
          business strategy will be successful or that it will successfully address
          the
          risks and uncertainties related to JUPITER’s limited operating
          history.
 
 **We
          Cannot Assure You That Jupiter's Operating Results Will Be
          Profitable.**
 JUPITER's
          lack of operating history and unproven business model make it difficult
          to
          accurately forecast JUPITER's future revenues or results of operations.
          JUPITER
          has no meaningful historical financial data upon which to base planned
          operating
          expenses, and its sales and operating results are difficult to forecast.
          A
          variety of factors may cause JUPITER's annual and quarterly operating results
          to
          fluctuate significantly. Many of these factors are outside of JUPITER's
          control
          and include:
 
 -
          the
          effectiveness of its sales and marketing campaign;
 
 -
          market
          acceptance of JUPITER's products;
 
 -
          the
          amount and timing of its operating costs and capital expenditures;
 
 -
          changes
          in business direction;
 
 -
          introductions by its competitors of new or enhanced services or
          products;
 
 -
          price
          competition and fluctuations in the prices of the products that
          JUPITER
 sells;
 
 -
          changes
          in its management team and key personnel; and
 
 -
          fluctuations in general economic conditions and economic conditions
 specific
          to JUPITER's industry.
 
 One
          or
          more of these factors could materially and adversely affect gross
 margins
          and operating results in future periods. Given JUPITER's stage of
 development
          and level of revenues, we cannot assure you that JUPITER can meet these
          estimates, that the assumptions are reliable, or that JUPITER will, at
          any
          point, attain profitability.
 
 **We
          Have Not Achieved Profitability And, Given The Level Of Our Planned Operating
          And Capital Expenditures, We Expect To Continue To Incur Losses And Negative
          Cash Flows Through At Least 2006.**
 Our
          accumulated deficit since inception was $ **8,847,847** as of
          December 31, 2004. Even if we do achieve profitability, we may not be able
          to
          sustain or increase profitability on a quarterly or annual basis in the
          future.
          If our revenue grows more slowly than we anticipate, or if our operating
          expenses exceed our expectations and cannot be adjusted accordingly, our
          business will be harmed.
 
 **We
          May Need Additional Capital In The Future And Additional Financing May
          Not Be
          Available, Which Could Affect Jupiter’s Ability To Continue Operations.**
 We
          currently anticipate that our available cash resources, combined with the
          net
          proceeds from planned financing from private placement or debt funding
          will be
          sufficient to meet our anticipated working capital and capital expenditure
          requirements for the twelve months after December 31, 2004. However, our
          resources may not be sufficient for our working capital and capital expenditure
          requirements. We may need to raise additional funds through public or private
          debt or equity financing in order to:
 
 -
          take
          advantage of opportunities, including or acquisitions of complementary
          businesses ;
 
 -
          develop
          new products or services; or
 
 -
          respond
          to competitive pressures
 
 Any
          additional financing we may need may not be available on terms favorable
          to us,
          or at all. If adequate funds are not available or are not available on
          acceptable terms, we may not be able to take advantage of unanticipated
          opportunities, develop new products or services or otherwise respond to
          unanticipated competitive pressures, and our business could be harmed.
          Our
          forecast of the period of time through which our financial resources will
          be
          adequate to support our operations is a forward looking statement that
          involves
          risks and uncertainties, and actual results could vary materially as a
          result of
          a number of factors, including those set forth in this
 "Risk
          Factor" section.
 
 **Jupiter
          Is Dependent On Key Personnel.**
 JUPITER's
          success is highly dependent upon certain key management and personnel.
          Ray
          Hawkins has played important roles in JUPITER's founding, development and
          promotion. In addition, JUPITER is dependent upon the services of Edwin
          Kwong.
          Although JUPITER intends to enter into employment agreements with these
          Executive Officers, the loss of any of them could adversely affect JUPITER's
          business, financial condition, and results of operations. We cannot assure
          you
          that these persons will remain with JUPITER in the future due to circumstances
          either within or outside of their control. In addition, competition for
          qualified personnel is intense, and we cannot assure
 you
          that
          JUPITER will be able to hire or retain additional qualified personnel.
          Any
          inability to attract and retain qualified personnel would adversely effect
          JUPITER's business. We currently do not maintain key person life insurance
          policies on Mr. Hawkins or Mr. Kwong or any of our employees.
 
 **The
          Public Market For Our Securities Is Relatively Volatile, Which Means You
          Could
          Experience Difficulty In Selling Your Shares.**
 At
          the
          present time, there is a public market for our securities. Although our
          securities are quoted on the NASD Over the Counter Bulletin Board, there
          is no
          assurance that a regular trading market will develop or that a market will
          be
          sustained, or that our securities purchased by the public in the offering
          may be
          resold at their original offering price or at any other price. Any market
          for
          our securities that may develop will very likely be a limited one. In any
          event,
          due to the fact that our securities are presently considered "penny stock"
          many
          brokerage firms may choose not to engage in market making activities or
          effect
          transactions in our securities. Purchasers of our securities may have
          difficulties in reselling them and many banks may not grant loans using
          our
          securities as collateral. Our securities are not eligible for listing on
          the
          Nasdaq Stock Market at this time. We anticipate that the market price of
          our
          common stock will be subject to wide fluctuations in response to several
          factors, including:
 
 -
          actual
          or anticipated variations in our results of operations;
 
 -
          our
          ability or inability to generate new revenues;
 
 -
          increased competition; and
 
 -
          conditions and trends within the industries of our business
          holdings.
 
 Further,
          our stock price may be impacted by factors that are unrelated or
          disproportionate to our operating performance. These market fluctuations,
          as
          well as general economic, political and market conditions, such as recessions,
          interest rates or international currency fluctuations may adversely affect
          the
          market price of our common stock.
 
  **Future
          Acquisitions Or Strategic Partnerships May Disrupt Or Otherwise Have A
          Negative
          Impact On Our Business.**
 
 A
          key
          element of our operating strategy is to acquire or invest in complementary
          businesses, technologies, services or products, and to enter into strategic
          partnerships with parties who can provide access to those assets.
 
 This
          strategy may involve a series of risks, including:
 
 ·
              difficulty
                  in finding suitable acquisitions or partnerships
                  on ·
              acceptable
                  terms; 
 ·
              the
                  distraction of our management's attention from ongoing
                  business ·
              matters; 
 ·
              our
                  entry into business areas where we have limited or no
                  experience; 
 ·
              significant
                  costs associated with abandoned
                  transactions; 
 ·
              difficulty
                  in assimilating the acquired company's
                  personnel, ·
              operations,
                  technology, products or services; 
 ·
              the
                  potential loss of key employees or customers of the
                  acquired ·
              business;
                  and 
 ·
              the
                  need to incur additional indebtedness, or to issue
                  equity ·
              securities,
                  which would dilute the ownership interests of the holders of our
                  common
                  stock. 
 **We
          Have A Substantial Amount Of Debt, Which May Harm Us And Our
          Stockholders.**
 
 We
          have a
          substantial amount of debt, and the amount of our debt could
 substantially
          increase in the future. Our consolidated debt as of December 31,
 2004
          was
          approximately $ 3,045,104.
 
 ·
              The
                  amount of our debt could harm the holders of our Common Stock by,
                  among
                  other things: 
 ·
              making
                  us more vulnerable to general adverse economic and industry
                  conditions; 
 ·
              limiting
                  our ability to obtain money to pay for future acquisitions, working
                  capital, capital expenditures and other general corporate
                  requirements; 
 ·
              dedicating
                  more of our cash flow to paying off our debt, which will reduce
                  the amount
                  of cash available to pay for working capital, capital expenditures
                  or
                  other general corporate needs; 
 ·
              limiting
                  our flexibility in planning for, or reacting to, changes in our
                  business
                  and the industry; and 
 ·
              placing
                  us at a competitive disadvantage to competitors that have less
                  debt. 
 Our
          ability to pay principal and interest on our debt on time, to refinance
          our
          debt, or to pay for planned expenditures will depend on various factors,
          some of
          which it will not be able to control. We may also be required to refinance
          a
          part of its debt before the debt matures.
 
 **If
          We Are Unable To Complete Future Acquisitions, Our Stock Price May
          Suffer.**
 
 Our
          ability to take advantage of attractive acquisition opportunities in the
          future
          are important components in the implementation of our overall business
          strategy.
          However, we may be unable to identify, finance or complete additional
          acquisitions in the future. If the trading price of our Common Stock reflects
          the market's expectation that we will complete future acquisitions, then
          the
          price of Common Stock may drop if we are unable to complete these
          acquisitions.
 
 Even
          if
          we are able to complete future acquisitions, they could result in
          our:
 
 ·
              issuing
                  more stock, which may dilute the value of our existing Common
                  Stock; 
 ·
              incurring
                  a substantial amount of additional debt;
                  and/or 
 ·
              amortizing
                  expenses related to goodwill and other intangible
                  assets. 
 **Terrorist
          Attacks And Other Acts Of Wider Armed Conflict May Have An Adverse Effect
          On The
          United States And World Economies And May Adversely Affect Our
          Business.**
 Terrorist
          attacks and other acts of violence or war, such as those that took place
          on
          September 11, 2001, could have an adverse effect on our business,
          results
          of operations or financial condition. There can be no assurance that there
          will
          not be further terrorist attacks against the United States or its businesses
          or
          interests. Attacks or armed conflicts that directly impact the Internet
          or our
          physical facilities could significantly affect our business and thereby
          impair
          our ability to achieve our expected results. Further, the adverse effects
          that
          such violent acts and threats of future attacks could have on the United
          States
          and world economies could similarly have a material adverse effect on our
          business, results of operations and financial condition. Finally, further
          terrorist acts could cause the United States to enter into a wider armed
          conflict, which could further disrupt our operations and result in a material
          adverse effect on our business, results of operations and overall financial
          condition.
 
 **RISKS
          RELATED TO OUR NIGHTCLUB AND LIVE EVENTS BUSINESSES**
 
 **We
          May Be Unable To Successfully Establish And Subsequently Manage The Expansion
          Of
          Our Nightclub And Live Events Businesses** .
 
 As
          part
          of our business plan, we anticipate, after commencing operations, increasing
          our
          revenues, expanding potential sources of content and enhancing awareness
          of our
          brand name by the future expanding our network of nightclubs and live events.
          We
          cannot assure you that our nightclub and live events development plan,
          as well
          as our overall site selection strategy, will be successful. Furthermore,
          adding
          nightclubs and live events will require additional experienced personnel
          who may
          not be available. In addition, if we abandon a project during development,
          or if
          an establishment is not profitable, we may have incurred substantial costs
          which
          may not be recoverable.
 
 **We
          Could Encounter Difficulties In The Development And Construction Of New
          Nightclubs And Which Could Impede The Growth Of Our Nightclub And
          Businesses.**
 
 Because
          the design of each of our nightclubs and is planned to be distinct, each
          location presents its own development and construction risks. The construction
          costs of many of our existing nightclubs and live events may significantly
          exceed our original estimates and, in some instances, may result in disputes
          with contractors. Many factors may affect the time and costs associated
          with the
          development and construction of our future establishments
          including:
 
 -
          availability and cost of capital;
 
 -
          labor
          disputes and shortages of material and skilled labor;
 
 -
          weather
          interference;
 
 -
          unforeseen engineering problems;
 
 -
          modifications in design after construction is commenced;
 
 -
          environmental issues;
 
 -
          resistance from local governments and neighboring property owners;
          and
 
 -
          new or
          changing zoning or other regulations.
 
 **Although
          We Are Planning To Develop Our Nightclubs Within Their Respective Budgets,
          We
          Cannot Assure You That We Will Be Able To Develop Nightclubs Within Budget
          Estimates Or Anticipated Time Periods.**
 
 Our
          failure to develop new nightclubs and live events within budget estimates
          and on
          anticipated time schedules could materially and adversely affect the growth
          of
          our establishments business, which could, in turn, materially and adversely
          affect the availability of live entertainment content for our planned digital
          and traditional media businesses.
 
 **If
          We Do Not Have Sufficient Access To Other Establishments And Venues Not
          Owned By
          Us Our Business May Suffer.**
 
 We
          require access to other establishments and venues not owned by us to generate
          additional revenues from live events. If we do not gain access it may affect
          our
          revenues and ability to grow.
 
 **We
          May Be Subject To Potential Environmental Liabilities And Use Restrictions
          Relating To The Live Events We Operate. We May Be Subject To Significant
          Environmental Liabilities.**
 
 We
          plan
          to own or lease, or have other contractual interests in, numerous parcels
          of
          real property. Our properties are subject to environmental laws and regulations
          relating to the use, storage, disposal, emission and release of hazardous
          and
          non-hazardous substances or materials. Our properties may also be subject
          to
          noise level restrictions, which may affect, among other things, the operation
          of
          our establishment. Additionally, certain laws and regulations could hold
          us
          strictly, jointly and severally responsible for the remediation of hazardous
          substance contamination at our facilities or at third-party waste disposal
          sites, and could hold us responsible for any personal or property damage
          related
          to any contamination.
 
 **As
          A Planned Participant In The Live Entertainment Industry, Our Ability To
          Generate Revenues Is Highly Sensitive To Rapidly Changing Public Tastes
          And
          Dependent On The Availability Of Popular Performers And Events.**
 
 Since
          we
          rely on unrelated parties to create and perform live entertainment content,
          any
          lack of availability of popular musical artists, touring shows, specialized
          and
          other performers could limit our ability to generate revenues.
 
 **RISKS
          RELATED TO OUR VOIP BUSINESS**
 
 **We
          may not be able to obtain sufficient funds to grow our
          business.**
  Due
          to
          the nature of our industry, our future capital needs are difficult to predict.
          Therefore, we may require additional capital to fund some or all of the
          following:
 ·
              deployment
                  of our IP telephony service; ·
              unanticipated
                  opportunities; ·
              strategic
                  alliances; ·
              potential
                  acquisitions; ·
              changing
                  business conditions; and ·
              unanticipated
                  competitive pressures.  We
          believe that we may need to raise additional capital from equity or debt
          sources. There can be no assurance that we will be able to raise such capital
          on
          favorable terms or at all. If we are unable to obtain such additional capital,
          we may be required to reduce the scope of the business plan which could
          have a
          material adverse effect on our business, financial condition, and results
          of
          operations.
 **Competition
          could reduce our market share and decrease our revenue.**
  The
          market for telecommunications services is extremely competitive. Many companies
          offer products and services like ours, and many of these companies have
          a
          superior presence in the markets we serve. In addition, many of these companies
          are larger than we are and have substantially greater financial, distribution
          and marketing resources than we do. We may not be able to compete successfully
          with these companies. If we do not succeed in competing with these companies,
          we
          will lose customers and our revenue will be substantially reduced, and
          our
          business, financial condition and results of operations may be materially
          and
          adversely affected.
 **We
          plan to increasingly depend on our international operations, which subject
          us to
          unpredictable regulatory, economic and political
          situations.**
  A
          significant component of our strategy is to expand internationally. We
          cannot
          assure you that we will be successful in expanding into additional international
          markets. In addition to the uncertainty regarding our ability to generate
          revenue from foreign operations and expand our international presence,
          there are
          certain risks inherent in doing business on an international basis,
          including:
 
 ·
              changing
                  regulatory requirements, which vary widely from country to
                  country; ·
              action
                  by foreign governments or foreign telecommunications companies
                  to limit
                  access to our services; ·
              increased
                  bad debt and subscription fraud; ·
              legal
                  uncertainty regarding liability, tariffs and other trade
                  barriers; ·
              economic
                  and political instability; and ·
              potentially
                  adverse tax consequences. 
 **If
          our customers do not perceive our services to be effective or of high quality,
          our brand and name recognition would suffer.**
  We
          believe that establishing and maintaining brand and name recognition is
          critical
          for attracting and expanding our targeted client base. We also believe
          that the
          importance of reputation and name recognition will increase as competition
          in
          our market increases. Promotion and enhancement of our name will depend
          on the
          effectiveness of our marketing and advertising efforts and on our success
          in
          continuing to provide high quality and reliable products and services,
          neither
          of which can be assured. Our business requires us to rely on third party
          resellers to promote and market our products and services. These third
          parties
          may not provide the same level of effort as we do to protect the high quality
          reputation we believe our services and products maintain. If they do not,
          our
          reputation may be diminished in these markets which may have a material
          and
          adverse effect on our business, results of operations and financial
          condition.
 **Any
          damage to or failure of our systems or operations could result in reductions
          in,
          or terminations of, our services.**
  Our
          success depends on our ability to provide efficient and uninterrupted,
          high
          quality services. Our systems and operations are vulnerable to damage or
          interruption from natural disasters, power loss, telecommunication failures,
          physical or electronic break-ins, sabotage,computer viruses, and intentional
          acts of terrorism or vandalism and similar events that may be or may not
          be
          beyond our control. Our systems and operations could also be interrupted
          by
          Internet service providers or government owned telecommunications companies
          that
          implement network changes or blocks, which may also be out of our control.
          The
          occurrence of any or all of these events could still hurt our reputation
          and
          cause us to lose customers, which may materially and adversely affect our
          business, financial condition and results of operations.
  
 **We
          rely on the Internet and third-party communications infrastructure over
          which we
          have little control.**
  Our
          service could be disrupted, our reputation could be harmed and we could
          lose
          customers, if the quality and maintenance of the third-party communications
          infrastructure on which we rely suffers. This infrastructure, including
          the
          Internet and leased transmission facilities, is sometimes used to carry
          our
          voice traffic between our customers. We have no control over whether the
          infrastructure on which we rely will be adequately maintained by these
          third
          parties or whether these third parties are able to upgrade or improve their
          equipment and prevent it from becoming obsolete. If these third parties
          fail to
          maintain, upgrade or improve this equipment, our service quality may be
          harmed,
          we may lose customers and our business, financial condition and results
          of
          operations may be materially and adversely affected. We do not control
          the
          security of the Internet and our business could be materially harmed by
          unauthorized activity which results in congestion, failures or deficiencies
          in
          the infrastructure.
  
 **We
          may not be able to keep pace with rapid technological changes in the
          communications industry.**
  Our
          industry is subject to rapid technological change. We cannot predict the
          effect
          of technological changes on our business. We expect that new services and
          technologies will emerge in the market in which we compete. These new services
          and technologies may be superior to the services and technologies that
          we use,
          or these new services may render our services and technologies obsolete.
          To be
          successful, we must adapt to our rapidly changing market by continually
          improving and expanding the scope of services we offer and by developing
          new
          services and technologies to meet customer needs. Our success will depend,
          in
          part, on our ability to respond to technological advances and emerging
          industry
          standards on a cost effective and timely basis. If we are unable to do
          so, our
          business, financial condition and results of operations may be materially
          and
          adversely affected.
  
 **Federal
          and state regulations may be passed that could harm our
          business.**
  Our
          ability to provide VoIP communications services at attractive rates arises
          in
          large part from the fact VoIP services are not currently subject to the
          same
          regulation as traditional telephony. Because their services are not currently
          regulated to the same extent as traditional telephony, VoIP providers can
          currently avoid paying charges that traditional telephone companies must
          pay.
          Local exchange carriers are lobbying the Federal Communications Commission
          (FCC)
          and the states to regulate VoIP on the same basis as traditional telephone
          services. The FCC and several states are examining this issue. If the FCC
          or any
          state determines to regulate VoIP, they may impose surcharges, taxes or
          additional regulations upon providers of Internet telephony. These surcharges
          could include access charges payable to local exchange carriers to carry
          and
          terminate traffic, contributions to the Universal Service Fund (USF) or
          other
          charges. Regulations requiring compliance with the Communications Assistance
          for
          Law Enforcement Act (CALEA), or provision of the same type of 911 services
          as
          required for traditional telecommunications providers could also place
          a
          significant financial burden on us depending on the technical changes required
          to accommodate the requirements. The imposition of any such additional
          fees,
          charges, taxes and regulations on IP communications services could materially
          increase our costs and may limit or eliminate any competitive pricing advantage
          we may enjoy.
 
 **Our
          success depends on third parties in our distribution
          channels.**
 
 We
          currently plan to sell our products direct to consumers and through resellers,
          and are focusing efforts on increasing our distribution channels. Our future
          revenue growth will depend in large part on sales of our products through
          reseller and other distribution relationships. We may not be successful
          in
          developing additional distribution relationships. Agreements with distribution
          partners generally provide for one-time and recurring commissions based
          on our
          list prices, and do not require minimum purchases or restrict development
          or
          distribution of competitive products. Therefore, entities that distribute
          our
          products may compete with us. In addition, distributors and resellers may
          not
          dedicate sufficient resources or give sufficient priority to selling our
          products. Our failure to develop new distribution channels, the loss of
          a
          distribution relationship or a decline in the efforts of a material reseller
          or
          distributor could have a material adverse effect on our business, financial
          condition and results of operations.
  **We
          need to retain key personnel to support our products and ongoing operations.**
  The
          development and marketing of our VoIP products will continue to place a
          significant strain on our limited personnel, management, and other resources.
          Our future success depends upon the continued services of our executive
          officers
          and other key employees who have critical industry experience and relationships
          that we rely on to implement our business plan. None of our officers or
          key
          employees are bound by employment agreements for any specific term. The
          loss of
          the services of any of our officers or key employees could delay the development
          and introduction of, and negatively impact our ability to sell our products
          which could adversely affect our financial results and impair our growth.
          We
          currently do not maintain key person life insurance policies on any of
          our
          employees.
  **Intense
          competition in the markets in which we compete could prevent us from increasing
          or sustaining our revenue and prevent us from achieving profitability**
  We
          expect
          our competitors to continue to improve the performance of their current
          products
          and introduce new products or new technologies. If our competitors successfully
          introduce new products or enhance their existing products, this could reduce
          the
          sales or market acceptance of our products and services, increase price
          competition or make our products obsolete. To be competitive, we must continue
          to invest significant resources in research and development, sales and
          marketing, and customer support. We may not have sufficient resources to
          make
          these investments or to make the technological advances necessary to be
          competitive, which in turn will cause our business to suffer.
  Many
          of
          our current and potential competitors have longer operating histories,
          are
          substantially larger, and have greater financial, manufacturing, marketing,
          technical, and other resources. Many also have greater name recognition
          and a
          larger installed base of customers than we have. Competition in our markets
          may
          result in significant price reductions. As a result of their greater resources,
          many current and potential competitors may be better able than us to initiate
          and withstand significant price competition or downturns in the economy.
          There
          can be no assurance that we will be able to continue to compete effectively,
          and
          any failure to do so would harm our business, operating results, and financial
          condition.
  **Future
          legislation or regulation of the internet and/or voice and video over IP
          services could restrict our business, prevent us from offering service
          or
          increase our cost of doing business.**
  At
          present there are few laws, regulations or rulings that specifically address
          access to or commerce on the internet, including IP telephony. We are unable
          to
          predict the impact, if any, that future legislation, legal decisions or
          regulations concerning the internet may have on our business, financial
          condition, and results of operations. Regulation may be targeted towards,
          among
          other things, assessing access or settlement charges, imposing taxes related
          to
          internet communications, imposing tariffs or regulations based on encryption
          concerns or the characteristics and quality of products and services, imposing
          regulations and requirements related to the handling of emergency 911 services,
          any of which could restrict our business or increase our cost of doing
          business.
          The increasing growth of the broadband IP telephony market and popularity
          of
          broadband IP telephony products and services heighten the risk that governments
          or other legislative bodies will seek to regulate broadband IP telephony
          and the
          Internet. In addition, large, established telecommunication companies may
          devote
          substantial lobbying efforts to influence the regulation of the broadband
          IP
          Telephony market, which may be contrary to our interests.
 
 
 **RISKS
          RELATED TO OUR PROMOTIONAL MARKETING BUSINESS**
 
 **NOT
          COMPLETING THE REQUIREMENTS TO FULLY FINALIZE THE ACQUISITION OF PROMO
          STAFFING
          MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON OUR
          BUSINESS.**
 
 The
          Company has not to date completed the required audit of the Promo Staffing
          acquisition. A failure to complete the required audit in a timely fashion
          or not
          at all could have adverse affects on our stock price and subsequently on
          our
          shareholders.
  **Competition
          For Clients In A Highly Competitive Industry**
 
 The
          advertising agency and other marketing communications and marketing services
          businesses are highly competitive. Promo Staffing's services must compete
          with
          other agencies and with other providers of creative or media services which
          are
          not themselves advertising agencies, in order to maintain existing client
          relationships and to obtain new clients. The client's perception of the
          quality
          of an agency's "creative product," the Promo Staffing's reputation and
          the
          agency's reputation are, to a large extent, factors in determining the
          competitive position of the Promo Staffing in the advertising business.
          The
          ability to serve clients, particularly large international clients, on
          a broad
          geographic basis is also an important competitive consideration. On the
          other
          hand, because an agency's principal asset is its people, freedom of entry
          into
          the business is almost unlimited and quite small agencies are, on occasion,
          able
          to take all or some portion of a client's account from a much larger
          competitor.
 
 
 **Regulations**
 
 Advertising
          and marketing communications businesses are subject to government regulation,
          both domestic and foreign. There has been an increasing tendency in the
          United
          States on the part of advertisers to resort to the courts and industry
          and
          self-regulatory bodies to challenge comparative advertising on the grounds
          that
          the advertising is false and deceptive. Through the years, there has been
          a
          continuing expansion of specific rules, prohibitions, media restrictions,
          labeling disclosures and warning requirements with respect to the advertising
          for certain products. Representatives within government bodies, both domestic
          and foreign, continue to initiate proposals to ban the advertising of specific
          products and to impose taxes on or deny deductions for advertising which,
          if
          successful, may have an adverse effect on advertising expenditures and
          consequently the Promo Staffing's revenues.
 
 
 **The
          Particular Businesses In Which We Participate Are Highly
          Competitive.**
 
 Typically,
          the financial and technological barriers to entry are low. Key competitive
          considerations for keeping existing business and winning new business include
          our ability to develop creative solutions that meet client needs, the quality
          and effectiveness of the services we offer, and our ability to efficiently
          serve
          clients, particularly large international clients, on a broad geographic
          basis.
          While many of our client relationships are long-standing, companies put
          their
          advertising, marketing and corporate communications services business up
          for
          competitive review from time to time. To the extent that we are not able
          to
          remain competitive or to keep key clients, our business and financial results
          would be adversely affected.
 
 **Our
          Ability To Retain Existing Clients And To Attract New Clients May,
          In**
 **Some
          Cases, Be Limited By Clients' Policies On, Or Perceptions Of, Conflicts
          Of
          Interest Arising Out Of Other Client Relationships.**
 
 We
          may
          have to develop and maintain multiple agencies to effectively manage multiple
          client relationships and avoid potential conflicts of interests.
 
 
 **Our
          Revenues And Income Could Decline Due To General Economic Trends, Declines
          In
          Consumer Spending.**
 
 Our
          revenues are largely generated by discretionary consumer spending or advertising
          seeking to stimulate that spending. Advertising expenditures and consumer
          spending all tend to decline during recessionary periods, and may also
          decline
          at other times. Accordingly, our revenues could decline during any general
          economic downturn.
 
 
 **We
          Depend On Our Key Personnel To Operate Our Business, And We May Not Be
          Able To
          Hire Enough Additional Management And Other Personnel To Manage Our
          Growth.**
 
 Our
          performance is substantially dependent on the continued efforts of our
          executive
          officers and other key employees. The loss of the services of any of our
          executive officers or key employees could adversely affect our business.
          Additionally, we must continue to attract, retain and motivate talented
          management and other highly skilled employees to be successful. We may
          be unable
          to retain our key employees or attract, assimilate and retain other highly
          qualified employees in the future.