RISK FACTORS
RRUN HAS A LIMITED OPERATING HISTORY.  RRUN'S OPERATIONS ARE SUBJECT TO
THE MANY RISKS INHERENT IN A DEVELOPMENT STAGE BUSINESS ENTERPRISE
OPERATING IN A MARKET DEPENDENT UPON NEW TECHNOLOGY.

The likelihood of RRUN'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, RRUN's  efforts have been limited
primarily to organizational activities and it has generated no revenues
to date.  Its operating history is insufficient for an investor to rely
on in making a judgment about RRUN's future performance.  RRUN cannot
be certain that its business strategy will be successful or that it
will successfully address the risks and uncertainties related to RRUN's
limited operating history.

WE CANNOT ASSURE YOU THAT RRUN'S OPERATING RESULTS WILL BE PROFITABLE.

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

- the effectiveness of its sales and marketing campaign;
- market acceptance of RRUN's products;
- the amount and timing of its operating costs and capital
expenditures;
- introductions by its competitors of new or enhanced services or
products;
- price competition and fluctuations in the prices of the products that
RRUN sells;
- changes in its management team and key personnel; and
- fluctuations in general economic conditions and economic conditions
pecific to RRUN's  industry.

One or more of these factors could materially and adversely affect
gross margins and operating results in future periods.  Given RRUN's
stage of development and level of revenues, we cannot assure you that
RRUN can meet these estimates, that the assumptions are reliable, or
that RRUN 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 2002.

Our accumulated deficit since inception as of March 31, 2001 was
approximately $484,424 (See Pro forma Consolidated Statement of
Operations for the Period July 1, 2000 to March 31, 2001 as filed with
the Commission on August 20, 2001 on Form 8-K) 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.

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WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE AND ADDITIONAL FINANCING
MAY NOT BE AVAILABLE, WHICH COULD AFFECT RRUN'S ABILITY TO CONTINUE
OPERATIONS.

We currently anticipate that our available cash resources, combined
with the net proceeds from planned financing from private placement
funding will be sufficient to meet our anticipated working capital
and capital expenditure requirements for the twelve months after June
30, 2001.  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 international expansion or
acquisitions of complementary businesses or technologies;
- 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.

RRUN MAY NOT RECEIVE ADEQUATE COOPERATION FROM THE MAJOR RECORD LABELS,
WHICH COULD NEGATIVELY AFFECT ITS ABILITY TO GENERATE REVENUES.

Even though RRUN's management believes that RAHX is a viable solution
to the digital music dilemma, we cannot assure you that the major
records labels will cooperate with RRUN.  If the major record labels do
not cooperate in providing content, then RRUN will move towards
securing relationships with independent record labels.  The Internet
has become a valuable tool for independents, as they can forgo many of
the middlemen in music distribution and place their materials directly
in the hands of consumers. However, compared to major record labels,
independent record producers own  much smaller catalogs, and produce
content that is not as popular.  As a result, dependence on independent
labels may produce lower revenues, and adversely affect RRUN's ability
to become profitable and to sustain profitability.

RRUN IS DEPENDENT ON KEY PERSONNEL.

RRUN's success is highly dependent upon certain key management and
technical personnel.  Ray Hawkins and Pavel Bains have played
important roles in RRUN's founding, development and promotion.  In
addition, RRUN is dependent upon the services of Edwin Kwong, Saya
Kyvrikosaios, and Emanuel Koseos . Although RRUN intends to enter into
employment agreements with these Executive Officers, the loss of any
of them could adversely affect RRUN's business, financial condition,
and results of operations.  RRUN 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 RRUN 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 RRUN will be able to hire or retain additional
qualified personnel.  Any inability to attract and retain qualified
personnel would adversely effect RRUN's business.

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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 with the Internet and 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.