RISK FACTORS

LIVESTAR HAS A LIMITED OPERATING HISTORY.  LIVESTAR'S OPERATIONS ARE SUBJECT TO THE MANY RISKS INHERENT IN A
DEVELOPMENT STAGE BUSINESS ENTERPRISE.

The likelihood of LIVESTAR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, LIVESTARs efforts have been
limited primarily to organizational and development activities and it has generated
minimal revenues to date. Its operating history is insufficient for an investor to rely on
in making a judgment about LIVESTARs future performance. LIVESTAR cannot be certain
that its business strategy will be successful or that it will successfully address the
risks and uncertainties related to LIVESTARs limited operating history.

WE CANNOT ASSURE YOU THAT
LIVESTARS OPERATING RESULTS WILL BE PROFITABLE.

LIVESTARs lack of operating
history and unproven business model make it difficult to accurately forecast
LIVESTARs future revenues or results of operations. LIVESTAR 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
LIVESTARs annual and quarterly operating results to fluctuate significantly. Many of
these factors are outside of LIVESTARs control and include:

| |      the
effectiveness of its sales  and marketing campaign;
| | -------------------------------------------------------------

| |      market
acceptance of LIVESTAR's products;
| | -----------------------------------------------

| |      the
amount and timing of its operating costs and capital expenditures;
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| |      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 LIVESTAR sells;
| | -------------------------------------------------------------------------------------------

| |      changes
in  its  management  team  and  key personnel;  and
| | -----------------------------------------------------------------

| |      fluctuations
in  general  economic  conditions  and economic  conditions specific  to LIVESTAR's
 industry.
| | -----------------------------------------------------------------------------------------------------------------

One or more of these factors could
materially and adversely affect gross margins and operating results in future periods.
Given LIVESTARs stage of development and level of revenues, we cannot assure you
that LIVESTAR can meet these estimates, that the assumptions are reliable, or that
LIVESTAR 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 2004.

Our accumulated deficit since
inception was $3,866,584 as of December 31, 2003. 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 LIVESTAR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,
2003. 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.

LIVESTAR IS DEPENDENT ON KEY
PERSONNEL.

LIVESTARs success is highly
dependent upon certain key management and personnel. Ray Hawkins has played important
roles in LIVESTARs founding, development and promotion. In addition, LIVESTAR is
dependent upon the services of Edwin Kwong. Although LIVESTAR intends to enter into
employment agreements with these Executive Officers, the loss of any of them could
adversely affect LIVESTARs business, financial condition, and results of operations.
LIVESTAR intends to apply for and obtain key man life insurance on the life of
its Executive Officers. We cannot assure you that these persons will remain with LIVESTAR
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 LIVESTAR
will be able to hire or retain additional qualified personnel. Any inability to attract
and retain qualified personnel would adversely affect LIVESTARs business.

THE PUBLIC MARKET FOR OUR SECURITIES
IS RELATIVELY NEW, 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 Entertainment Industry.
| | -------------------------------------------------------------

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.

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 or would suffer. We
require access to other establishments and venues not owned by us to generate additional
revenues from live events.

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.

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, 2003 was approximately $1,928,839.

| | 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.

WE HAVE A SUBSTANTIAL AMOUNT OF
SHARES ISSUED AND OUTSTANDING, WHICH MAY AFFECT THE COMPANYS ABILITY TO INCREASE
ITS MARKET CAPITALIZATION.>

We have a substantial amount of
common stock issued and outstanding, and the amount of common stock issued and outstanding
could substantially increase in the future. Our common stock issued and outstanding as of
March 31, 2004 was 403,468,337.

Even when the Company begins to
generate revenues, positive cash flow and even profits, with the substantial amount of
common stock issued and outstanding, it may be difficult to achieve an increase in the
stock price and subsequently the Companys market capitalization.

IF WE ARE UNABLE TO COMPLETE FUTURE
ACQUISITIONS OR DEVELOPMENT OF ESTABLISHMENTS, OUR STOCK PRICE MAY SUFFER.

Our ability to take advantage of
attractive acquisition or development 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 or developments in the future. If
the trading price of our Common Stock reflects the markets expectation that we will
complete future acquisitions or developments, then the price of Common Stock may drop if
we are unable to complete these acquisitions or developments.

Even if we are able to complete
future acquisitions or developments, 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.
| | ----------------------------------------------------------------------

OUR BUSINESS IS HIGHLY SENSITIVE TO
PUBLIC TASTES AND DEPENDENT ON OR ABILITY TO SECURE POPULAR ARTISTS, LIVE ENTERTAINMENT
EVENTS AND VENUES.

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.