EXHIBIT 99

                                  RISK FACTORS

Risks Relating to the Company

We have experienced significant operating losses.

Our business and prospects must be considered in light of the risks, expenses
and difficulties that are inherent in our business. The risks include:

      o     our ability to anticipate and adapt to a developing market;

      o     dependence upon the level of hits to our sites and on sites that we
            use to sell our products and services; and

      o     development of equal or superior Internet portals, auctions and
            related services by competitors.

To address these risks, we must, among other things, increase traffic to our
websites, maintain our customer base, attract significant numbers of new
customers and clients, respond to competitive developments, implement and
execute successfully our business strategy and continue to develop and upgrade
our technologies and customer services. We cannot offer any assurances that that
we will be successful in addressing these risks.

We incurred substantial losses each year since 1999. There can be no assurance
that we will be profitable in the future.

There is substantial doubt as to our ability to continue as a going concern, and
our business has a high risk of failure.

Due to our recurring losses from operations and a working capital deficiency,
our independent auditors have raised substantial doubt as to our ability to
continue as a going concern. The success of our business operations will depend
upon our ability to obtain further financing, among other things. If we are
unable to obtain an infusion of additional capital, then our business will fail
and our stock will be worthless.

Our capital is limited and we need additional financing to implement our
business plan and continue operations.

We require substantial working capital to fund our business. Additional funds
are necessary for our Company to implement its business plan and continue our
operations. If we are unable to obtain financing in the amounts desired and on
acceptable terms, or at all, we will be required to reduce significantly the
scope of our expenditures, which would have a material adverse effect on our
business potential and the market price of our common stock. If we raise
additional funds by issuing equity securities, our shareholders will be further
diluted. Based on our cash position as of December 31, 2004, we need an infusion
of $600,000 -$800,000 of additional capital to fund our anticipated operating
expenses over the next 12 months. We may require additional funding, and there
can be no assurances that the financing will be obtained, or if obtained, that
funding will be obtained on reasonably acceptable terms.


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We are unable to guarantee that the marketplace will accept our products and
services.

When the portal was initially launched in 2000, it had the capability to search
and collect information from every collectibles site on the Internet and store
this information. We have enhanced the collectibles portal substantially since
2000. We have recently begun to provide other products and services, including
software management tools, celebrity fan club and web site hosting, and online
appraisal services. The software markets are characterized by rapid
technological change, frequent new product enhancements, uncertain product life
cycles, changes in customer demands and evolving industry standards. Our
software products could be rendered obsolete if products based on new
technologies are introduced or new industry standards emerge. We are unable to
provide any assurances that the marketplace will accept portal enhancements and
new products and services, or that we will be able to provide these products and
services at a profit.

Our operating results are unpredictable and are expected to fluctuate in the
future.

You should not rely on the results for any period as an indication of future
performance. Our operating results are unpredictable and are expected to
fluctuate in the future due to a number of factors, many of which are outside
our control. These factors beyond our control include:

      o     our ability to significantly increase our customer base and traffic
            to our websites, manage our inventory mix and the mix of products
            offered, liquidate our inventory in a timely manner, maintain gross
            margins, and maintain customer satisfaction;

      o     our ability to market and sell our software products;

      o     our ability to sign up well known celebrities, musical groups, and
            athletes;

      o     the availability and pricing of merchandise from vendors;

      o     consumer confidence in encrypted transactions in the Internet
            environment;

      o     the timing, cost and availability of advertising on our websites and
            other entities' websites;

      o     temporary popularity of some collectibles, celebrities, and sports
            figures;

      o     the amount and timing of costs relating to expansion of our
            operations and the hiring of experienced personnel;

      o     our ability to rely on other companies, such as eBay, for the sale
            of our products;

      o     the announcement or introduction of new types of merchandise,
            service offerings or customer services by our competitors;

      o     technical difficulties with respect to consumer use of our websites;

      o     our ability to make acquisitions of complementary business and
            technologies;

      o     governmental regulation by federal or local governments; and

      o     general economic conditions and economic conditions specific to the
            Internet and electronic commerce.

As a strategic response to changes in the competitive environment, we may from
time to time make certain service, marketing or supply decisions or acquisitions
that could have a material adverse effect on our results of operations and
financial condition.


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Our advertising has been limited, and we have increased our reliance on our
relationships with online companies for advertising.

We have been unable to afford substantial advertising with other online
companies and magazines and have, as a result, generated minimal revenues from
advertisements. To help expand our revenues, we would need to expand our
advertising arrangements with auction sites and other companies in the sports
and collectibles arena. These website advertising arrangements would include
mutual linking arrangements, such as other companies linking to our site and our
site linking to the sites of those companies. An increased dependence on online
advertising relationships includes the following risks:

      o     a competitor could purchase exclusive rights to attractive space on
            one or more key sites;

      o     it is uncertain that significant spending on these relationships
            will increase our revenues substantially or at all;

      o     the expected revenue increases resulting from this spending may not
            occur within the time periods that we are expecting;

      o     space on other websites or the same sites may increase in price or
            cease to be available on reasonable terms or at all;

      o     even if these relationships are successful, we may not be able to
            obtain adequate amounts of merchandise to meet the increased demand
            that is generated;

      o     online companies will be unable to deliver a sufficient number of
            customer visits or impressions; and

      o     online companies may compete with our Company for limited online
            auction revenues.

We have limited agreements with other online companies to sell our products and
services. Generally, our agreements are not exclusive and do not provide for
guaranteed renewal. Any termination of our arrangements with other online
companies could have a material adverse effect on our business, results of
operations and financial condition.

The successful operation of our business depends upon the supply of critical
technology elements from other third parties, including our Internet service
provider and technology licensors.

Our operations depend on a number of third parties for Internet/telecom access,
delivery services, and software services. We have limited control over these
third parties and no long-term relationships with any of them. We do not own a
gateway onto the Internet, but instead rely on an Internet service provider to
connect our websites to the Internet. From time to time, we have experienced
temporary interruptions in our websites' connection and also our
telecommunications access. We license technology and related databases from
third parties for certain elements of our properties, including, among others,
technology underlying the delivery of news, stock quotes and current financial
information. Furthermore, we are dependent on hardware suppliers for prompt
delivery, installation, and service of servers and other equipment to deliver
our products and services. Our internally-developed auction software depends on
an operating system, database and server software that was developed and
produced by and licensed from third parties. We have from time to time
discovered errors and defects in the software from these third parties and, in
part, rely on these third parties to correct these errors and defects in a
timely manner. Any errors, failures, interruptions, or delays experienced in
connection with these third-party technologies and information services could
negatively impact our relationship with users and adversely affect our brand and
our business, and could expose us to liabilities to third parties.


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We rely on third parties for our order fulfillment, and failures on the part of
these third parties could harm our business.

We use overnight courier and delivery services for substantially all of our
auction products. For the sale of our collectibles, we rely heavily on other
internet auction companies, such as eBay, to sell our products and services.
Should these services be unable to deliver our products for a sustained time
period as a result of a strike, war, act of terrorism, business failure, or
other reason, our business, results of operations and financial condition would
be adversely affected. If, due to computer systems failures or other problems
related to these third-party service providers, we experience any delays in
shipment, our business, results of operations and financial condition would be
adversely affected.

Our success will depend, in part, on our ability to enter into distribution
agreements with Web browser providers, operators of online networks and
websites, software developers and computer manufacturers.

To increase traffic for our online properties and make them more available and
attractive to advertisers and consumers, we continue to seek distribution
agreements and informal relationships with leading Web browser providers,
operators of online networks and leading web sites, software developers and
computer manufacturers. These distribution arrangements typically are not
exclusive and do not extend over a significant amount of time. Potential
distributors may not offer distribution of our properties and services on
reasonable terms. Third parties that provide distribution typically charge fees
or otherwise impose additional conditions on the listing of our online
properties. Any failure to cost-effectively obtain distribution or to obtain
distribution on terms that are reasonable, could have a material adverse effect
on our business, results of operations, and financial condition.

Our failure to attract advertising revenue in quantities and at rates that are
satisfactory to us could harm our business.

Currently, we generate minimal revenues from website advertising and our ability
to achieve any substantial advertising revenue is unlikely and depends upon:

      o     the development of a large base of users possessing demographic
            characteristics attractive to advertisers;

      o     the level of traffic on our websites;

      o     our ability to derive better demographic and other information from
            our users;

      o     acceptance by advertisers of the Web as an advertising medium; and

      o     our ability to transition and expand into other forms of
            advertising.

No standards have yet been widely accepted for the effectiveness of Web-based
advertising. Advertising filter software programs are available that limit or
remove advertising from an Internet user's desktop. This software, if generally
adopted by users, may have a materially adverse effect upon the viability of
advertising on the Internet. If we are unsuccessful in sustaining or increasing
advertising sales levels, it could have a material adverse effect on our
business, operating results and financial condition.

Our failure to manage growth could place a significant strain on our management,
operational and financial resources.

Growth places a significant strain on our management, operational and financial
resources. Increases in the volume of merchandise sales have placed significant
demands on our management, which currently includes only two executive officers.
In order to manage growth, we will be required to expand existing operations,
particularly with respect to customer service and merchandising, to improve
existing and implement new operational, financial and inventory systems,
procedures and controls.

We have experienced a significant strain on our resources because of:


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      o     the need to manage relationships with various technology licensors,
            advertisers, other web sites and services, Internet service
            providers and other third parties;

      o     difficulties in hiring and retaining skilled personnel necessary to
            support our businesses;

      o     the need to train and manage a growing employee base; and

      o     pressures for the continued development of our financial and
            information management systems.

Difficulties we may encounter in dealing successfully with the above risks could
seriously harm our operations. We cannot offer any assurance that our current
personnel, systems, procedures and controls will be adequate to support our
future operations or that management will be able to identify, hire, train,
retain, motivate and manage required personnel.

If our acquisitions are not successful, or if we are not able to structure
future acquisitions in a financially efficient manner, there could be an adverse
effect on our business and operations.

If appropriate opportunities present themselves, we may acquire businesses,
technologies, services or products that we believe will help us develop and
expand our business. The process of integrating an acquired business,
technology, service or product may result in operating difficulties and
expenditures which we cannot anticipate and may absorb significant management
attention that would otherwise be available for further development of our
existing business. Moreover, the anticipated benefits of any acquisition may not
be realized. Any future acquisitions of other businesses, technologies, services
or products might require us to obtain additional equity or debt financing,
which might not be available to us on favorable terms or at all, and might be
dilutive. Additionally, we may not be able to successfully identify, negotiate
or finance future acquisitions or to integrate acquisitions with our current
business.

Our Company's success still depends upon the continued services of its current
management.

We are substantially dependent on the continued services of members of our
senior management: Gregory Rotman, our President and Chief Executive Officer;
and Richard Rotman, our Chief Financial Officer, Vice President, and Secretary.
These individuals have acquired specialized knowledge and skills with respect to
our Company and our operations. As a result, if either of these individuals were
to leave our Company, we could face substantial difficulty in hiring qualified
successors and could experience a loss in productivity while any successor
obtains the necessary training and experience. We do not maintain any key person
life insurance and Gregory Rotman and Richard Rotman have not executed
employment agreements with the Company.

Our Company's success will depend on our ability to attract and retain qualified
personnel.

We believe that our future success will depend upon our ability to identify,
attract, hire, train, motivate and retain other highly-skilled managerial,
merchandising, engineering, technical consulting, marketing and customer service
personnel. We cannot offer assurances that we will be successful in attracting,
assimilating or retaining the necessary personnel, and the failure to do so
could have a material adverse effect on our business.


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Our success is dependent upon our ability to purchase inventory at attractive
prices and to liquidate inventory rapidly and the marketability of our services
and our software products.

Rotman Auction continues to be our primary source of revenue. We purchase these
collectibles from dealers and collectors and assume the inventory and price
risks of these items until they are sold. We also have a large inventory of
collectible movie posters. It is difficult to determine with certainty whether
an item will sell at auction for more than the price we paid. Further, because
minimum opening bid prices for the merchandise listed on our websites generally
are lower than our acquisition costs for the merchandise, we cannot offer any
assurance that we will achieve positive gross margins on any given sale. If we
are unable to resell our purchased collectibles when we want or need to, or at
prices sufficient to generate a profit on their resale, or if the market value
of our inventory of purchased collectibles were to decline, our operating
results would be negatively affected.

We have devoted a substantial amount of resources to the development of
AuctionInc software. We believe that our future financial performance may be
largely dependent on the success of AuctionInc. Because AuctionInc products have
not yet be actively marketed or sold, we cannot yet assess its market acceptance
or predict with accuracy the amount of revenue it will generate. AuctionInc
consists of a suite of software management tools. Some of these management tools
have not yet been fully developed. New products can require long development and
testing periods. Significant delays in new product releases or significant
problems in installing or implementing new software products could seriously
damage our business. We have in the past experienced delays in the scheduled
introduction of new and enhanced products and may experience similar delays in
the future.

Our success is dependent upon market awareness of our brand.

Development and awareness of our Company will depend largely on our success in
increasing our customer and client base. If vendors do not perceive us as an
effective marketing and sales channel for their merchandise, or consumers do not
perceive our Company as offering an entertaining and desirable way to purchase
merchandise, we may be unsuccessful in promoting and maintaining our brand. If
celebrities or sports figures do not recognize or trust our name, a celebrity or
sports figure will be less likely to engage us for our services. To attract and
retain customers and to promote and maintain our Company in response to
competitive pressures, we may find it necessary to increase our marketing,
networking, and advertising budgets and otherwise to increase substantially our
financial commitment to creating and maintaining brand loyalty among vendors,
clients and consumers. We will need to continue to devote substantial financial
and other resources to increase and maintain the awareness of our online brands
among website users, advertisers and e-commerce entities that we have
advertising relationships with through:

      o     Web advertising and marketing;

      o     traditional media advertising campaigns; and

      o     providing a high quality user experience.

Our results of operations could be seriously harmed if our investment of
financial and other resources, in an attempt to achieve or maintain a leading
position in Internet commerce or to promote and maintain our brand, does not
generate a corresponding increase in net revenue, or if the expense of
developing and promoting our online brands becomes excessive.


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Our competitors often provide Internet access or computer hardware to our
customers and they could make it difficult for our customers to access our
services.

Our users must access our services through an Internet access provider, or ISP,
with which the user establishes a direct billing relationship using a personal
computer or other access device. To the extent that an access provider, such as
America Online, or a computer or computing device manufacturer offers online
services or properties that are competitive with those of our Company, the user
may find it more convenient to use the services or properties of that access
provider or manufacturer. In addition, the access provider or manufacturer may
make it difficult to access our services by not listing them in the access
provider's or manufacturer's own directory. Also, because an access provider
gathers information from the user in connection with the establishment of the
billing relationship, an access provider may be more effective than our Company
in tailoring services and advertisements to the specific tastes of the user. To
the extent that a user opts to use the services offered by his or her access
provider or those offered by computer or computing device manufacturers rather
than the services provided by our Company, our business, operating results and
financial condition will be materially adversely affected.

System failures could result in interruptions in our service, which could harm
our business.

A key element of our strategy is to generate a high volume of traffic to, and
use of, our websites. A portion of our revenues depends on the number of
customers who use our websites to purchase merchandise or services. Accordingly,
the satisfactory performance, reliability and availability of our websites,
transaction-processing systems, network infrastructure and delivery and shipping
systems are critical to our operating results, as well as our reputation and our
ability to attract and retain customers and maintain adequate customer service
levels.

We periodically have experienced minor systems interruptions, including Internet
disruptions. Some of the interruptions are due to upgrading our equipment to
increase speed and reliability. During these upgrades the outages have generally
lasted for a few hours, and even longer, on occasion. Any systems interruptions,
including Internet disruptions, that result in the unavailability of our
websites or reduced order fulfillment performance would reduce the volume of
goods sold, which could harm our business. In addition to placing increased
burdens on our engineering staff, these outages create a flood of user questions
and complaints that need to be responded to by our personnel. Although we have
taken steps to increase the reliability and redundancy of our system, these
steps are expensive, reduce our margins, and may not be successful in reducing
the frequency or duration of unscheduled downtime. We cannot offer assurances
that:

      o     we will be able to accurately project the rate or timing of
            increases if any, in the use of our websites;

      o     we will be able to timely expand and upgrade our systems and
            infrastructure to accommodate increases in the use of our websites;

      o     we will have uninterrupted access to the Internet;

      o     our users will be able to reach our web sites;

      o     communications via our web sites will be secure;

      o     we or our suppliers' network will be able to timely achieve or
            maintain a sufficiently high capacity of data transmission,
            especially if the customer usage of our websites increases.

Any disruption in the Internet access to our web sites or any systems failures
could significantly reduce consumer demand for our services, diminish the level
of traffic to our websites, impair our reputation and reduce our commerce and
advertising revenues.


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We do not have redundant systems, a disaster recovery plan or alternate
providers with respect to our communications hardware and computer hardware.

In June 2000, we moved all of our communications hardware and computer hardware
from a facility in Maryland to our corporate headquarters in Massachusetts. We
then relocated our main servers to a location that is within 45 minutes from our
corporate headquarters. Our Worcester facilities are not protected from fire,
flood, power loss, telecommunication failure, break-in and similar events. We do
not presently have fully redundant systems, a formal disaster recovery plan or
alternative providers of hosting services. A substantial interruption in these
systems would have a material adverse effect on our business, results of
operations and financial condition.

Our servers are also vulnerable to computer viruses, physical or electronic
break-ins, attempts by third parties to deliberately exceed the capacity of our
systems and similar disruptive problems. Computer viruses, break-ins or other
problems caused by third parties could lead to interruptions, delays, loss of
data or cessation in service to users of our services and products and could
seriously harm our business and results of operations.

Our future revenues will depend upon the continued consumer interest in the
collectibles industry, and demand for the types of collectibles that are listed
for sales.

We obtain some of our revenues from fees from sellers for listing products for
sale on our service and fees from successfully completed auctions. Demand for
collectibles is influenced by the popularity of certain themes, cultural and
demographic trends, marketing and advertising expenditures and general economic
conditions. The popularity of certain categories of items, such as toys, dolls
and memorabilia, among consumers may vary over time due to perceived scarcity,
subjective value, and societal and consumer trends in general. Because these
factors can change rapidly, customer demand also can shift quickly. Some
collectibles appeal to customers for only a limited time. The success of new
product introductions depends on various factors, including product selection
and quality, sales and marketing efforts, timely production and delivery and
consumer acceptance. We may not always be able to respond quickly and
effectively to changes in customer taste and demand due to the amount of time
and financial resources that may be required to bring new products to market. A
decline in the popularity of, or demand for, certain collectibles or other items
sold through our service could reduce the overall volume of transactions on our
service, resulting in reduced revenues. In addition, certain consumer "fads" may
temporarily inflate the volume of certain types of items listed on our service,
placing a significant strain upon our infrastructure and transaction capacity.
These trends may also cause significant fluctuations in our operating results
from one quarter to the next. Any decline in demand for the goods or services
offered through our collectibles portal as a result of changes in consumer
trends could have a material adverse effect on our business.

There are certain provisions of Delaware law that could have anti-takeover
effects.

Certain provisions of Delaware law and our Certificate of Incorporation, as
amended, and our current Bylaws could make an acquisition of our Company by
means of a tender offer, a proxy contest or otherwise, and the removal of our
incumbent officers and directors more difficult. Our Certificate of
Incorporation and Bylaws do not provide for cumulative voting in the election of
directors. Our Bylaws include advance notice requirements for the submission by
stockholders of nominations for election to the Board of Directors and for
proposing matters that can be acted upon by stockholders at a meeting.

We are subject to the anti-takeover provisions of Section 203 of the Delaware
General Corporation Law (the "DGCL"), which will prohibit us from engaging in a
"business combination" with an "interested stockholder" for three years after
the date of the transaction in which the person became an interested stockholder
unless the business combination is approved in a prescribed manner. Generally, a
"business combination" includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested stockholder.
Generally, an "interested stockholder" is a person who, together with


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affiliates and associates, owns (or within three years prior to the
determination of interested stockholder status, did own) 15% or more of a
corporation's voting stock. The existence of this provision would be expected to
have an anti-takeover effect with respect to transactions not approved in
advance by the Board of Directors, including discouraging attempts that might
result in a premium over the market price for the shares of common stock held by
stockholders. Section 203 could adversely affect the ability of stockholders to
benefit from certain transactions which are opposed by the Board or by
stockholders owning 15% of our common stock, even though such a transaction may
offer our stockholders the opportunity to sell their stock at a price above the
prevailing market price.

Our success is dependent in part on our ability to obtain and maintain
proprietary protection for our technologies and processes.

Our most important intellectual property relates to the software for our
AuctionInc products, our web-hosting services and our research center. We do not
have any patents or patent applications for our designs or innovations, except
that we filed one patent application with respect to AIship, one of our software
products. We may not be able to obtain copyright, patent or other protection for
our proprietary technologies or for the processes developed by our employees.
Legal standards relating to intellectual property rights in computer software
are still developing and this area of the law is evolving with new technologies.
Our intellectual property rights do not guarantee any competitive advantage and
may not sufficiently protect us against competitors with similar technology.

As part of our confidentiality procedures, we generally enter into agreements
with our employees and consultants and limit access to and distribution of our
software, documentation and other proprietary information. We cannot offer
assurances that the steps we have taken will prevent misappropriation of our
technology or that agreements entered into for that purpose will be enforceable.
Notwithstanding the precautions we have taken, it might be possible for a third
party to copy or otherwise obtain and use our software or other proprietary
information without authorization or to develop similar software independently.
Policing unauthorized use of our technology is difficult, particularly because
the global nature of the Internet makes it difficult to control the ultimate
destination or security of software or other data transmitted. The laws of other
countries may afford our Company little or no effective protection of its
intellectual property. Because our success in part relies upon our technologies,
if proper protection is not available or can be circumvented, our business may
suffer.

Intellectual property infringement claims would harm our business.

We may in the future receive notices from third parties claiming infringement by
our software or other aspects of our business. Any future claim, with or without
merit, could result in significant litigation costs and diversion of resources,
including the attention of management, and require us to enter into royalty and
licensing agreements, which could have a material adverse effect on our
business, results of operations and financial condition. Royalty and licensing
agreements, if required, may not be available on terms acceptable to the Company
or at all. In the future, we may also need to file lawsuits to enforce our
intellectual property rights, to protect our trade secrets, or to determine the
validity and scope of the proprietary rights of others. This litigation, whether
successful or unsuccessful, could result in substantial costs and diversion of
resources, which could have a material adverse effect on our business, results
of operations and financial condition.

Our success is dependent on licensed technologies.

We rely on a variety of technologies that we license from third parties. We
license some of our software from third party vendors. When we acquired the
assets of CollectingChannel.com we were granted two perpetual licenses for the
proprietary software eCMS and acquired the source codes for the software. This
is the content management system primarily used by the CollectingChannel.com. We
also rely on


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encryption and authentication technology licensed from a third party through an
online user agreement to provide the security and authentication necessary to
effect secure transmission of confidential information.

We cannot make any assurances that these third-party technology licenses will
continue to be available to us on commercially reasonable terms. Although no
single software vendor licensor provides us with irreplaceable software, the
termination of a license and the need to obtain and install new software on our
systems would interrupt our operations. Our inability to maintain or obtain
upgrades to any of these technology licenses could result in delays in
completing our proprietary software enhancements and new developments until
equivalent technology could be identified, licensed or developed and integrated.
These delays would materially adversely affect our business, results of
operations and financial condition.

We may be exposed to liability for content retrieved from our websites.

We may be exposed to liability for content retrieved from our websites. Our
exposure to liability from providing content on the Internet is currently
uncertain. Due to third party use of information and content downloaded from our
websites, we may be subject to claims relating to:

      o     the content and publication of various materials based on
            defamation, libel, negligence, personal injury and other legal
            theories;

      o     copyright, trademark or patent infringement and wrongful action due
            to the actions of third parties; and

      o     other theories based on the nature and content of online materials
            made available through our websites.

Our exposure to any related liability could result in us incurring significant
costs and could also be a drain on our financial and other resources. We do not
maintain insurance specifically covering these claims. Liability or alleged
liability could further harm our business by diverting the attention and
resources of our management and by damaging our reputation in our industry and
with our customers.

Risks Associated With Our Industry

The market for online services is intensely competitive with low barriers to
entry.

The market for Internet products and services is rapidly evolving and intensely
competitive, and we expect competition to intensify in the future. Barriers to
entry are relatively low, and current and new competitors can launch new sites
at a relatively low cost using commercially available software. We currently or
potentially compete with a variety of other companies depending on the type of
merchandise and sales format offered to customers. These competitors include:

      o     various Internet auction houses such as eBay, uBID, Yahoo! Auctions,
            and others;

      o     a number of indirect competitors that specialize in electronic
            commerce or derive a substantial portion of their revenue from
            electronic commerce, including Internet Shopping Network, AOL, and
            Shopping.com;

      o     a variety of other companies that offer merchandise similar to ours
            but through physical auctions and with which we compete for sources
            of supply; and

      o     other companies that have combined a variety of services under one
            brand in a manner similar to ours including Alta Vista, Excite and
            Lycos.

We believe that the principal competitive factors affecting our market are the
ability to attract customers at favorable customer acquisition costs, operate
the websites in an uninterrupted manner and with acceptable speed, provide
effective customer service and obtain merchandise at satisfactory prices. We
cannot offer


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any assurances that we can maintain our competitive position against current and
potential competitors, especially those with greater financial, marketing,
customer support, technical and other resources.

Current competitors have established or may establish cooperative relationships
among themselves or directly with vendors to obtain exclusive or semi-exclusive
sources of merchandise. Accordingly, it is possible that new competitors or
alliances among competitors and vendors may emerge and rapidly acquire market
share. Increased competition is likely to result in reduced operating margins,
loss of market share and a diminished brand franchise, any one of which could
materially adversely affect our business, results of operations and financial
condition. Many of our current and potential competitors have significantly
greater financial, marketing, customer support, technical and other resources
than the Company. As a result, these competitors may be able to secure
merchandise from vendors on more favorable terms than we can, and they may be
able to respond more quickly to changes in customer preferences or to devote
greater resources to the development, promotion and sale of their merchandise
than we can.

With respect to our new collectibles portal, several other companies have
combined a variety of services under one brand in a manner similar to our
portal, including Yahoo!, Microsoft (MSN), Excite, Lycos and Alta Vista.
Although our portal is focused specifically on the collectibles industry, we run
the risk of other sites entering into this sector and there can be no assurance
that we can maintain our competitive position against potential competitors,
especially those with greater financial, marketing, customer support, technical
and other resources than our Company. Increased competition is likely to result
in reduced operating margins, loss of market share and a diminished brand
franchise, any one of which could materially adversely affect our business,
results of operations and financial condition.

Market consolidation has created and continues to create companies that are
larger and have greater resources than us.

As the online commerce market continues to grow, other companies may enter into
business combinations or alliances that strengthen their competitive positions.

The effects of any completed and pending acquisitions and strategic plans may
have on us cannot be predicted with accuracy, but some of these companies that
maintain divisions that compete with us are aligned with companies that are
larger or better established than us. Even though some of the competitive
services offered by these companies may comprise a small amount of their
business, their potential access to greater financial, marketing and technical
resources would put them in a stronger competitive position as compared to our
Company. In addition, these companies include television broadcasters with
access to unique content and substantial marketing resources that may not be
available to our Company.

Security breaches and credit card fraud could harm our business.

We rely on encryption and authentication technology licensed from a third party
through an online user agreement to provide the security and authentication
necessary to effect secure transmission of confidential information. We believe
that a significant barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. We cannot
give assurances that advances in computer capabilities, new discoveries in the
field of cryptography or other events or developments will not result in a
compromise or breach of the algorithms we use to protect customer transaction
data. If this compromise of our security were to occur, it could have a material
adverse effect on our business, results of operations and financial condition. A
party who is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our operations. To the extent
that activities of our Company or third-party contractors involve the storage
and transmission of proprietary information, such as credit card numbers,
security breaches could expose us to a risk of loss or litigation and possible
liability. We may be required to expend significant capital and other resources
to protect against the threat of security breaches or to alleviate problems


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caused by these breaches. We cannot offer assurances that our security measures
will prevent security breaches or that failure to prevent these security
breaches will not have a material adverse effect on our business.

Our industry may be exposed to increased government regulation.

Our Company is not currently subject to direct regulation by any government
agency, other than regulations applicable to businesses generally, laws
applicable to auction companies and auctioneers, and laws or regulations
directly applicable to access to, or commerce on, the Internet. Today there are
relatively few laws specifically directed towards online services. However, due
to the increasing popularity and use of the Internet, it is possible that a
number of laws and regulations may be adopted with respect to the Internet,
covering issues such as user privacy, freedom of expression, pricing, content
and quality of products and services, fraud, taxation, advertising, intellectual
property rights and information security. Compliance with additional regulation
could hinder our growth or prove to be prohibitively expensive.

Furthermore, the growth and development of the market for Internet commerce may
prompt calls for more stringent consumer protection laws that may impose
additional burdens on those companies conducting business over the Internet. The
adoption of any additional laws or regulations may decrease the growth of the
Internet, which, in turn, could decrease the demand for our Internet auctions
and increase our cost of doing business or otherwise have an adverse effect on
our business, results of operations and financial condition.

Moreover, the applicability to the Internet of existing laws in various
jurisdictions governing issues such as property ownership, auction regulation,
sales tax, libel and personal privacy is uncertain and may take years to
resolve. In addition, because our service is available over the Internet in
multiple states, and we sell to numerous consumers resident in these states,
these jurisdictions may claim that we are required to qualify to do business as
a foreign corporation in each state. Our failure to qualify as a foreign
corporation in a jurisdiction where it is required to do so could subject our
Company to taxes and penalties for the failure to qualify. Any new legislation
or regulation, or the application of laws or regulations from jurisdictions
whose laws do not currently apply to our business, could have a material adverse
effect our business, results of operations and financial condition.

Risks Associated with our Common Stock

Our stock price has been and may continue to be very volatile.

The market price of the shares of our common stock has been, and is likely to
be, highly volatile. During the 12 months prior to March 7, 2005, our stock
price as traded on the OTC Bulletin Board has ranged from a high of $.47 per
share to a low of $.05 per share. The variance in our share price makes it
extremely difficult to forecast with any certainty the stock price at which you
may be able to buy or sell your shares of our common stock. The market price for
our stock could be subject to wide fluctuations in response to factors that are
out of our control such as:

      o     actual or anticipated variations in our results of operations,

      o     announcements of new products or technological innovations by our
            competitors;

      o     developments with respect to patents, copyrights or proprietary
            rights;

      o     naked short selling our common stock and stock price manipulation;

      o     developments in Internet and auction regulation; and

      o     general conditions and trends in the Internet, collectibles and
            electronic commerce industries.

The trading prices of many technology companies' stock have experienced extreme
price and volume fluctuations. These fluctuations often have been unrelated or
disproportionate to the operating performance


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of these companies. These broad market factors may adversely affect the market
price of our common stock. These market fluctuations, as well as general
economic, political and market conditions such as recessions or interest rate
fluctuations, may adversely affect the market price of our common stock. Any
negative change in the public's perception of the prospects of Internet or
e-commerce companies could depress our stock price regardless of our results.

We have issued options, warrants and convertible notes that have had and will
have a dilutive effect on our shareholders.

We have issued numerous options, warrants, and convertible securities to acquire
our common stock that will have a dilutive effect on our shareholders. As of
December 31, 2004, in lieu of cash compensation to employees and consultants, we
had issued stock options to acquire 25,701,418 shares of our common stock,
exerciseable at prices ranging from $.001 to $1.62, with a weighted average
exercise price of $.04. In addition to these options, since March 2000, we have
issued three convertible notes with a total principal amount of $6,250,000, of
which one convertible note for $2,250,000, is still outstanding.

The $2,250,000 note with Augustine Fund, L.P. is convertible into common stock
at a conversion price equal generally to the lesser of $.275 or 73% of the
average of the closing bid price for the common stock for the 5 trading days
immediately preceding the conversion date. This note is due and payable on
November 7, 2004, but we and Augustine Fund, L.P. may extend the maturity date
through November 7, 2005. As of December 31, 2003, the Company has repaid any of
this $2,250,000 note., and Augustine has not converted any principal of this
note into common stock.

Based on the average closing price of $.275 on December 31, 2004 (and a
conversion price of approximately $.21), the Company would be required to pay
over 10,714,286 shares of its common stock to pay off the remaining principal of
the $2,250,000 note. However, Augustine Fund, L.P. is not entitled to hold more
than 4.99% of the Company's shares at any time. Unless we agree otherwise, or in
certain other circumstances, the convertible notes issued to Augustine Fund,
L.P. may only be converted to the extent Augustine Fund, L.P.'s ownership
interest in the Company does not exceed 4.99%. This 4.99% limit, however, may
not prevent Augustine Fund, L.P. from converting all of its convertible note or
exercising its warrants, because Augustine Fund, L.P. can convert the
convertible note or exercise warrants into 4.99% of our outstanding common
stock, then to the extent it liquidates some or all of these shares, Augustine
Fund, L.P. can convert additional amounts of the convertible note. As a result,
the 4.99% limit does not prevent Augustine Fund, L.P. from selling more than
4.99% of our common stock.

Because the conversion price is a percentage of the market price, the lower the
common stock price at the time the holder converts, the more common shares the
holder will receive upon conversion. Due to the conversion ratio, there is no
limit on the aggregate number of shares of common stock into which the note can
be converted. However, only a limited number of shares may be converted on any
given day. To the extent the holder converts a portion of the convertible note
and sells its shares of common stock, the price of our stock may decrease due to
the additional shares in the market. This could allow the holder to subsequently
convert an additional portion of the convertible note into greater amounts of
common stock, the sale of which would further decrease the stock price.
Purchasers of our common stock could therefore experience substantial dilution
upon conversion of the convertible note.

During the terms of these securities, Augustine Fund, L.P. will have the
opportunity to profit from either an increase or, in the case of the convertible
note, decrease in the market price of our common stock followed by a subsequent
increase, with resulting dilution to the holders of shares who purchased shares
for a price higher than the respective exercise or conversion price. In
addition, the increase in the outstanding shares of our common stock as a result
of the exercise or conversion of these securities will result in a significant
decrease in the percentage ownership of our common stock by the purchasers of
our common stock.


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We may have difficulty obtaining additional financing as a result of the
significant number of shares that may be acquired upon conversion of the
convertible notes.

The potentially significant number of shares issuable upon conversion of our
convertible notes make it difficult to obtain additional financing. Due to the
significant number of shares of our common stock which could result from a
conversion of our convertible notes, new investors may either decline to make an
investment in our Company due to the potential negative effect this additional
dilution could have on their investment or require that their investment be on
terms at least as favorable as the terms of the convertible notes. If we are
required to provide similar terms to obtain required financing in the future,
the potential adverse effect of these existing financings could be perpetuated
and significantly increased.

Future sales of our common stock in the public market could limit our ability to
raise capital.

Sales of substantial amounts of our common stock in the public market pursuant
to Rule 144, upon exercise or conversion of derivative securities or otherwise,
or even the potential for these sales, could also affect our ability to raise
capital through the sale of equity securities.

The issuance of the convertible note and warrants required us to record non-cash
expenses.

As a result of the $2,250,000 line of credit with Augustine Fund, L.P., we
recorded non-cash interest expense attributable to the beneficial conversion
feature of approximately $291,494 during the year ended December 31, 2004. From
January 1, 2005 through December 31, 2005, we expect to record additional
non-cash interest expense of $103,871. In addition, during 2004 there was a
charge for interest at 8%, either paid, or to be paid, in the form of common
stock totaling $182,707 on the $2,250,000 million line of credit.

Present management and former directors may control the election of our
directors and all other matters submitted to the stockholders for approval.

Our executive officers and directors, in the aggregate, beneficially own
approximately 21% of our outstanding common stock (if we include options that
they hold and exercise). As a result, by joining forces with each other and the
holders of 29% of our outstanding common stock, they may be able to exercise
control over all matters submitted to our stockholders for approval (including
the election and removal of directors and any merger, consolidation or sale of
all or substantially all of our assets). Accordingly, this concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control of the Company, impede a merger, consolidation, takeover or other
business combination involving the Company or discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of the
Company, which in turn could have an adverse effect on the market price of our
common stock.

"Penny stock" regulations may impose certain restrictions on marketability of
securities.

The SEC adopted regulations which generally define "penny stock" to be an equity
security that has a market price of less than $5.00 per share. Our common stock
may be subject to rules that impose additional sales practice requirements on
broker-dealers who sell these securities to persons other than established
customers and accredited investors (generally those with assets in excess of
$1,000,000, or annual incomes exceeding $200,000 or $300,000 together with their
spouse). For transactions covered by these rules, the broker-dealer must make a
special suitability determination for the purchase of these securities and have
received the purchaser's prior written consent to the transaction.

Additionally, for any transaction, other than exempt transactions, involving a
penny stock, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over


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the market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability to sell our common stock in the secondary market.

The market for our Company's securities is limited and may not provide adequate
liquidity.

Our common stock is currently traded on the OTC Bulletin Board ("OTCBB"), a
regulated quotation service that displays real-time quotes, last-sale prices,
and volume information in over-the-counter equity securities. As a result, an
investor may find it more difficult to dispose of, or obtain accurate quotations
as to the price of, our securities than if the securities were traded on the
Nasdaq Stock market, or another national exchange. There is a limited number of
active market makers of our common stock. In order to trade shares of our common
stock you must use one of these market makers unless you trade your shares in a
private transaction. In the twelve months prior to December 31, 2004, the actual
trading volume ranged from a low of no shares of common stock to a high of over
6,000,000 shares of common stock with 32 days exceeding a trading volume over
1,000,000. On many days, the trading volume is limited. Selling our shares can
be more difficult because smaller quantities of shares are bought and sold and
news media coverage about us is limited. These factors result in a limited
trading market for our common stock and therefore holders of our Company's stock
may be unable to sell shares purchased should they desire to do so.