Exhibit 99.1

                                  RISK FACTORS

Risks Relating to the Company

We have a limited  operating  history  and have  experienced  development  stage
losses.

         Our company was formed in stages and placed  together as one company in
February,  1999.  Accordingly,  there is an extremely  limited operating history
upon which to base an evaluation of the company and our business and  prospects.
Our business and prospects  must be  considered in light of the risks,  expenses
and  difficulties  frequently  encountered  by companies in their early stage of
development,  particularly companies in new and rapidly evolving markets such as
electronic commerce. Such risks include:

      o     an evolving and unpredictable business model;

      o     management of growth, if any;

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

      o     acceptance by customers of our services and merchandise sold at such
            auctions;

      o     dependence upon the level of hits to our sites;

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

      o     dependence on vendors for merchandise; and

      o     the ability to  identify,  attract,  retain and  motivate  qualified
            personnel.

         To address these risks, we must,  among other things,  increase traffic
to our websites,  maintain our customer base and attract  significant numbers of
new  customers,  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.

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

         We require substantial working capital to fund our business.  We expect
that  additional  funds  will be  necessary  for our  company to  implement  its
business plan. If we are unable to obtain  financing in the amounts  desired and
on acceptable  terms, or at all, we may be required to reduce  significantly the
scope of its presently  anticipated  advertising and other  expenditures,  which
could have a material  adverse  effect on our  growth  prospects  and the market
price of our common stock.

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We have only recently  introduced the  collectibles  portal and we are unable to
guarantee that the marketplace will except our services and products.

         The collectibles portal was only launched in January 2000. The research
site is not expected to be launched  until mid to late 2000.  Therefore,  we are
unable to provide any assurances that that the  marketplace  will accept the new
direction the company has taken and the services it is offering, or that we will
be able to provide such services at a profit.

We expect to incur additional losses as a result of the anticipated  significant
increase in marketing and promotional expenses.

         We intend to expend significant  financial and management  resources on
brand development,  development of the research site, marketing and advertising,
website  development,  strategic  relationships,  and  technology  and operating
infrastructure. Primarily as a result of the anticipated significant increase in
marketing and promotional  expenses,  we expect to incur additional  losses, and
such losses are  expected to increase  significantly  from  current  levels.  In
addition,  we plan to continue to increase our operating expenses  significantly
in order to increase our customer base,  increase the size of our staff,  expand
our  marketing  efforts to enhance our brand image,  increase our  visibility on
other  companies'  high-traffic  websites,  increase  our  software  development
efforts,   support  our  growing   infrastructure,   and  acquire  complementary
businesses and technologies.

         Moreover,  to the extent  that  increases  in such  operating  expenses
precede or are not subsequently  followed by increased  revenues,  our business,
results of operations  and  financial  condition  will be  materially  adversely
affected.  We cannot provide any  assurances  that our revenues will increase or
even  continue  at their  current  level  or that we will  achieve  or  maintain
profitability or generate  positive cash flow from operations in future periods.
We  have  made  and  expect  in the  future  to  continue  to  make  significant
investments  in  infrastructure  and  personnel  in advance of levels of revenue
necessary to offset such expenditures.  We may be unable to adjust spending in a
timely manner to compensate for any unexpected revenue shortfall.

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

         Because  of the  uncertain  nature of the  rapidly  changing  market we
serve,  period-to-period  comparisons of operating  results are not likely to be
meaningful. In addition, 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 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     the availability and pricing of merchandise from vendors;

      o     consumer  confidence  in  encrypted  transactions  in  the  Internet
            environment;

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

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

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

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

      o     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.  Due to all of the foregoing  factors,  our
operating  results may fall below the  expectations  of securities  analysts and
investors.  In such event, the trading price of our common stock would likely be
materially adversely affected.

We rely on our relationships with online companies.

         We have  increased our  dependence on  relationships  with other online
companies.  These relationships  include, but are not limited to, agreements for
anchor tenancy, promotional placements,  sponsorships and banner advertisements.
Generally,  these agreements are not exclusive and do not provide for guaranteed
renewal. The risks included in this dependence include the following:

      o     the possibility that a competitor will purchase  exclusive rights to
            attractive space on one or more key sites;

      o     the uncertainty  that  significant  spending on these  relationships
            will increase our revenues substantially or at all;

      o     the possibility that potential revenue increases resulting from such
            spending  will  not  occur  within  the  time  periods  that  we are
            expecting;

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

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

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      o     the possibility that we may not be able to develop partnerships with
            lead manufacturers,  licensers,  licensees,  collecting communities,
            and major auction houses for the collectibles portal;

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

      o     the  possibility  that such online  companies  will compete with our
            company for limited online auction revenues.

Any termination of the 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
elements from other third parties.

         Our operations depend on a number of third parties for Internet/telecom
access, delivery services, credit card processing and software services. We have
limited control over these third parties and no long-term relationships with any
of them.

         Technology:  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 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, relies, 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.

         Order  Fulfillment.  We use overnight courier and delivery services for
substantially  all of our products.  Should these  services be unable to deliver
our  products  for a  sustained  time  period  as a result  of a strike 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,  its business,  results of operations and financial condition would be
adversely affected.

         Distribution.  To increase  traffic for our online  properties and make
them more available and attractive to  advertisers  and consumers,  we expect to
have distribution agreements and informal relationships with leading Web browser
providers such as Microsoft, operators of online networks and leading Web sites,
software developers and computer manufacturers.  These distribution arrangements

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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 th elisting 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.

         We  expect  to  derive  a  large   portion  of  our  net  revenue  from
advertisements  displayed  on our  websites.  Our ability to continue to achieve
substantial advertising revenue 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 Such 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 harmve a material  adverse
effect on our business, operating results and financial condition.

Our failure to manage growth could harm us.

         We  have  rapidly  and   significantly   expanded  our  operations  and
anticipate  that  significant  expansion of our  operations  will continue to be
required in order to address potential market  opportunities.  This rapid growth
has placed,  and is expected to continue to place,  a significant  strain on our
management,  operational  and  financial  resources.  Increases in the number of
employees and the volume of merchandise sales have placed significant demands on
our  management,  which as of December  31, 1999  included  only four  executive
officers.  In order to manage the expected growth of its operations,  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.

         If our company's  growth  continues,  we will  experience a significant
strain on our resources because of:

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      o     the need to manage  relationships  with various strategic  partners,
            technology  licensors,  advertisers,  other  Websites 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 future  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 intend to 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 its  ability to attract and retain
management and qualified technical personnel.

         At present,  our company employs  approximately 20 full-time personnel.
We are  substantially  dependent  on the  continued  services  of members of our
senior management and other key personnel,  particularly our President,  Gregory
Rotman;  Vice  President,  Treasurer and  Secretary,  Richard  Rotman;  and Vice
President,  Marc Stengel.  Each of these  individuals  has acquired  specialized
knowledge  and skills  with  respect to our  company  and our  operations.  As a
result,  if any 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 such successor obtains the necessary training and
experience. In order to meet expected growth, 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 do not have a long-term
employment  agreements  with any of our key personnel and we do not maintain any
key person life insurance. 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.

         Although we have  shifted our focus to our  collectibles  site,  at the
present time Rotman Auction is still a distinct operating entity. In addition to
auctioning  collectibles  on  consignment,  currently  approximately  80% of the
aggregate  sales  prices of  collectibles  sold at our auctions are from our own
inventory. We purchase these collectibles from dealers and collectors and assume
the  inventory  and price risks of these  items until they are sold.  Due to the
inherently  unpredictable nature of auctions, it is impossible to determine with
certainty  whether  an item will sell 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 such  merchandise,  we cannot
offer any  assurance  that we will achieve  positive  gross margins on any given
sale.  If we were 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.

Our success is dependent upon market awareness of our brand.

         We believe that the  importance of brand  recognition  will increase as
more companies  engage in commerce over the Internet.  Development and awareness
of our company  will depend  largely on our success in  increasing  our customer
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 its brand.

         Furthermore,  in order 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  and  advertising  budgets and otherwise to
increase  substantially  our financial  commitment  to creating and  maintaining
brand loyalty among  vendors 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  partners
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.

Our systems may fail or experience a slow down.

         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 depend on the number of
customers  who  use our  websites  to  purchase  merchandise.  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,  which we believe may continue to occur from time to time.
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.  We are
continually enhancing and expanding our transaction-processing  systems, network
infrastructure,   delivery  and  shipping  systems  and  other  technologies  to
accommodate a substantial increase in the volume of traffic on the our websites.
We cannot guarantee 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;

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      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 Websites 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 revenue.

Our success depends upon our communications hardware and computer hardware.

         Substantially all of our communications  hardware and computer hardware
are located at our leased  facility in Owings Mills,  Maryland.  Our systems are
vulnerable to damage 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 and
does  not  carry  sufficient  business  interruption   insurance  to  adequately
compensate us for all losses that may occur. A substantial interruption in these
systems  would  have a  material  adverse  effect on our  business,  results  of
operations and financial condition.

         To date, we have experienced variable interruptions to our service as a
result  of  loss  of  power  and  telecommunications  connections.  Despite  our
implementation of network security measures and firewall  security,  our servers
are also  vulnerable  to computer  viruses,  physical or  electronic  break-ins,
attempts by third parties deliberately to 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 sale.

         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  list 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

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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
and Amended and Restated  Bylaws could make more  difficult our  acquisition  by
means of a tender  offer,  a proxy  contest or otherwise  and the removal of our
incumbent  officers and directors.  Our Certificate of Incorporation and Amended
and Restated Bylaws do not do not provide for cumulative  voting in the election
of  directors.  These  provisions  are expected to  discourage  certain types of
coercive  takeover  practices  and  inadequate  takeover  bids and to  encourage
persons  seeking  to acquire  control  of Sales  Online  Direct,  Inc.  to first
negotiate  with  us.  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.

         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 a
period of 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 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 upon the protection of our intellectual property.

         As part of our  confidentiality  procedures,  we  generally  enter into
agreements  with  our  employees  and  consultants  and  limits  access  to  and
distribution of its software,  documentation and other proprietary  information.
We  cannot  offer   assurances  that  the  steps  we  have  taken  will  prevent
misappropriation  of its  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.

         We may in the  future  receive  notices  from  third  parties  claiming
infringement  by our software or other aspects of our business.  Although we are
not  currently  subject to any such  claim,  any future  claim,  with or without

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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.  Such  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 the our trade secrets,  or
to determine the validity and scope of the  proprietary  rights of others.  Such
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.

         We also rely on a variety  of  technology  that we  license  from third
parties.  We  cannot  make any  assurances  that  these  third-party  technology
licenses will continue to be available to the company on commercially reasonable
terms.  Our inability to maintain or obtain upgrades to any of these  technology
licenses  could  result  in  delays  in  completing  its  proprietary   software
enhancements  and  new  developments   until  equivalent   technology  could  be
identified,  licensed  or  developed  and  integrated.  Any  such  delays  would
materially  adversely  affect our business,  results of operations and financial
condition.

We face risks associated with global expansion

         We do not  currently  have any  overseas  fulfillment  or  distribution
facility or arrangement or any websites  content  localized for foreign markets.
We  cannot  offer  any  assurances  that we will be able to  establish  a global
presence.  In addition,  there are certain risks inherent in doing business on a
global level, such as:

      o     regulatory requirements;

      o     export restrictions;

      o     tariffs and other trade barriers;

      o     difficulties in staffing and managing foreign operations;

      o     difficulties in protecting intellectual property rights;

      o     longer payment cycles;

      o     problems in collecting accounts receivable;

      o     political instability;

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      o     fluctuations in currency exchange rates; and

      o     potentially adverse tax consequences.

         All of the above  factors  could  adversely  impact the  success of our
global operations.  In addition,  the export of certain software from the United
States  is  subject  to  export  restrictions  as a  result  of  the  encryption
technology  in such  software  and may give rise to  liability  to the extent we
violate such  restrictions.  We cannot offer  assurances that we will be able to
successfully market, sell and distribute its products in foreign markets or that
one or more of such  factors  will not have a  material  adverse  effect  on our
future  global  operations,  and  consequently,  on  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  such 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.

         The market for Internet  products and services is new, 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, Egghead,  uBID, Yahoo!
            Auctions,  First  Auction (the  auction  site for Internet  Shopping
            Network,  a wholly-owned  subsidiary of Home Shopping Network Inc.),
            Surplus  Auction  (a  wholly-owned  subsidiary  of  Egghead,  Inc.),
            WebAuction (the auction site for  MicroWarehouse,  Inc.) and Insight
            Auction (the auction site for Insight Enterprises, Inc.);

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      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,
            Shopping Com and Cendant Corp.; and

      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 CMGI (Alta Vista),  the
            Walt Disney Company (The GO Network), 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 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 and potential  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,  such  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 CMGI (Alta Vista).
Although our portal is focused specifically on the collectibles  industry and no
other site  currently  has the  technology  to store the  extent of  collectible
information  as our company,  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 tour 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  the  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

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positions.  In the  recent  past,  there  have  been  a  number  of  significant
acquisitions  and strategic plans  announced among and between our  competitors,
including:

      o     America  Online's  acquisition  of Netscape and its proposed  merger
            with TimeWarner, Inc.;

      o     CMGI's acquisition of 83% of AltaVista;

      o     Disney's  acquisition  of the  remaining  interest in  Infoseek  not
            already owned by Disney;

      o     @Home Network's acquisition of Excite;

      o     Yahoo!'s acquisition of GeoCities and Broadcast.com; and

      o     FairMarket's  new alliance  network  comprised  of Microsoft  Corp.,
            Excite@home, Ticketmaster Online and many others.

         The effects of these completed and pending  acquisitions  and strategic
plans  will have on us  cannot be  predicted  with  accuracy,  but some of these
competitors are aligned with companies that are larger or more well  established
than  us.  In  addition,   these  potential   competitors   include   television
broadcasters with access to unique content and substantial  marketing resources.
As a result,  these competitors may have access to greater finanical,  marketing
and technical resources than us.

Our operations  significantly depend upon maintenance and continued  improvement
of the Internet's infrastructure.

         The Internet and electronic  commerce  industries are  characterized by
rapid technological change, changes in user and customer requirements,  frequent
new  service  or  product  introductions  embodying  new  technologies  and  the
emergence  of new industry  standards  and  practices  that could render the our
existing  websites and proprietary  technology  obsolete.  Our performance  will
depend, in part, on our ability to license or acquire leading  technologies,  to
enhance our  existing  services,  and to respond to  technological  advances and
emerging industry standards and practices on a timely and cost-effective basis.

         The  Internet  may  ultimately  prove not to be a  commercially  viable
commercial marketplace for a number of reasons, including:

      o     unwillingness   of   consumers  to  shift  their   purchasing   from
            traditional retailers to online purchases;

      o     concerns over the security of Internet  transactions and the privacy
            of users may also inhibit the growth of the Internet generally,  and
            the Web in particular;

      o     limitations on access and ease of use;

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<PAGE>


      o     congestion leading to delayed or extended response times;

      o     inadequate  development  of Web  infrastructure  to keep  pace  with
            increased levels of use; and

      o     increased governmental regulation.

         We cannot offer  assurances that the  infrastructure  or  complementary
services necessary to make the Internet a viable commercial  marketplace will be
developed or that,  if they are  developed,  the  Internet  will become a viable
marketing and sales channel for merchandise such as that offered by the Company.

The  emergence  and  growth of the  market  for our  services  is  dependent  on
improvements  being  made to the entire  Internet  infrastructure  to  alleviate
overloading and congestion.

         The  recent  growth  in the use of the  Internet  has  caused  frequent
periods of  performance  degradation,  requiring  the  upgrade  of  routers  and
switches,   telecommunications   links  and   other   components   forming   the
infrastructure  of the Internet service providers and other  organizations  with
links to the  Internet.  Any perceived  degradation  in the  performance  of the
Internet as a whole could undermine the benefits of our services.

         Our  ability to  increase  the speed with which we provide  services to
customers  and to increase the scope of such  services  ultimately is limited by
and reliant upon the speed and  reliability  of the  networks  operated by third
parties.  Consequently,  the emergence and growth of the market for our services
is dependent on improvements being made to the entire Internet infrastructure to
alleviate  overloading and congestion.  If the  infrastructure  or complementary
services necessary to make the Internet a viable commercial  marketplace are not
developed or if the Internet  does not become a viable  commercial  marketplace,
our business,  results of operations and financial  condition will be materially
adversely affected.

Security breaches and credit card fraud could harm our business.

         A significant  barrier to electronic commerce and communications is the
secure transmission of confidential information over public networks. We rely on
encryption and authentication  technology licensed from third parties to provide
the  security and  authentication  necessary to effect  secure  transmission  of
confidential  information.  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 any such  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 such
security  breaches or to alleviate  problems caused by such breaches.  We cannot
offer assurances that our security  measures will prevent  security  breaches or

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<PAGE>

that failure to prevent such 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.

         Several  recently  passed  federal  laws  could  have an  impact on our
business.  The  Digital  Millennium  Copyright  Act is  intended  to reduce  the
liability of online service  providers for listing or linking to third-party Web
sites that include materials that infringe copyrights or other rights of others.
The  Children's   Online  Protection  Act  and  the  Children's  Online  Privacy
Protection Act are intended to restrict the  distribution  of certain  materials
deemed harmful to children and impose additional  restrictions on the ability of
online services to collect user  information  from minors.  Such legislation may
impose significant  additional costs on our business or subject us to additional
liabilities.

         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 such states, such
jurisdictions  may claim that we are  required  to qualify to do  business  as a
foreign  corporation  in each such  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 such new
legislation  or  regulation,  or the  application  of laws or  regulations  from
jurisdictions whose laws do not currently apply to the our business,  could have
a material adverse effect on the Company's  business,  results of operations and
financial condition.

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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  and could be  subject to wide  fluctuations  in
response to factors such as actual or  anticipated  variations in our results of
operations, announcements of technological innovations, new sales formats by the
company or our competitors,  developments with respect to patents, copyrights or
proprietary  rights,  changes in  financial  estimates by  securities  analysts,
conditions  and  trends in the  Internet  and  electronic  commerce  industries,
adoption of a new  accounting  standards  affecting  the retail sales  industry,
general market conditions and other factors.  Further,  the stock markets,  have
experienced  extreme  price  and  volume  fluctuations  that  have  particularly
affected the market prices of equity securities of many technology companies and
that often have been unrelated or disproportionate to the operating  performance
of such companies.

         The trading prices of many technology companies' stock have experienced
extreme price and volume fluctuations in recent months. These fluctuations often
have been unrelated or  disproportionate  to the operating  performance of these
companies.  The valuation of many Internet stocks are extraordinarily high based
on conventional valuation standards such as price to earnings and price to sales
ratios.  We cannot  offer any  assurance  that  these  trading  prices and price
earnings  ratios will be  sustained.  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,
interest rates or international currency 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. In the past, following periods of volatility in
the market price of a company's securities,  securities class action litigation,
if instituted, could result in substantial costs and a diversion of management's
attention  and  resources,  which  would have a material  adverse  effect of our
business, results of operations and financial condition.

Present  management  will  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  80% of our  outstanding  common  stock.  As a  result,  such
persons, acting together, will have the ability to control 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)  and  to  control  the  management  and  affairs  of  the  company.
Accordingly,  such  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.

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<PAGE>


"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 such 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  such
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 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  limited and may not provide  adequate
liquidity.

         Our common stock is  currently  traded on the OTC  Electronic  Bulletin
Board. We are unable to provide any assurance or guarantee that the OTC Bulletin
Board  will  provide  adequate  liquidity  or  that a  trading  market  will  be
sustained. Holders of our company's stock may be unable to sell shares purchased
should they desire to do so.

It is unlikely that we will issue stock dividends in the future.

         Anticipated  capital  requirements  make it  highly  unlikely  that any
dividends  will be paid with  respect  to our  common  stock in the  foreseeable
future.


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