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 and development 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;

-     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 RRUN sells;

-     changes  in  its  management  team  and  key
      personnel;  and

-     fluctuations  in  general  economic  conditions  and
      economic  conditions specific  to  RRUN's  industry.

One  or  more  of these factors could materially and
adversely affect gross

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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 2004.
Our accumulated deficit since  inception  was  $2,969,083 as
of December 31, 2002. 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
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  or debt funding  will
be sufficient  to  meet  our  anticipated  working  capital
and capital expenditure requirements  for  the  twelve
months  after  December  31, 2002.  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.

RRUN IS DEPENDENT ON KEY PERSONNEL.

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RRUN's success is highly dependent upon certain key
management and personnel. Ray Hawkins has played  important
roles  in  RRUN's  founding,  development  and  promotion.
In addition, RRUN is dependent upon the services of Edwin
Kwong. 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.

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.

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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

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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 maywould 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

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  -  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, 2002 was approximately $1,903,501 million.

  -  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.

<PAGE>

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.

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.