Exhibit 99.1

                                  RISK FACTORS

Risks Relating to the Company

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

      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. These 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

      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, 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 in 2002, 2001, 2000, and 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 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. If we raise additional funds by issuing equity
securities, our shareholders will be further diluted. Based on our current cash
position, we currently need an infusion of $500,000 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.

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 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.
<PAGE>

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     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;

      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 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.

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 have, as a result, generated minimal revenues from advertisements.
To expand our revenues, we will 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 currently have several 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.


                                       2
<PAGE>

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.

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. Should these services be unable to deliver our products
for a sustained time period as a result of a strike, war, act of terrorism, 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 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


                                       3
<PAGE>

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.

      Our growth has placed, and is expected to continue to place, 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 three executive officers. In order to manage our
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:

      o     the need to manage relationships with various 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 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 entered into
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.


                                       4
<PAGE>

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. Nearly all
of our revenue is derived from sales of our own inventory of collectibles. 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 will 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 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. 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 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.

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


                                       5
<PAGE>

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. 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 at least once, eight hours. 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 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 revenues.

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 our facility in Maryland to our corporate headquarters in
Massachusetts. We then relocated our main servers to a location 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.


                                       6
<PAGE>

      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 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


                                       7
<PAGE>

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. Our principal web
server's software is Apache, a free web server software. 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 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.


                                       8
<PAGE>

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,
            Shopping.com and Cendant Corp.;

      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 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 CMGI (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


                                       9
<PAGE>

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 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.


                                       10
<PAGE>

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 3, 2003, our stock
price as traded on the OTC Bulletin Board has ranged from a high of $.55 per
share to a low of $.04 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 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, 2002, we had issued employee stock options to acquire
25,242,250 shares of our common stock, exercisable at prices ranging from $.01
to $1.625 per share, with a weighted average exercise price of approximately
$.066 per share. In addition to these options, since March 2000, we have issued
three convertible notes with a total principal amount of $6,000,000. We issued
two warrants for the exercise of 900,000 shares of common stock in connection
with the $3,000,000 convertible note.

      The $3,000,000 note issued to Augustine Fund, L.P. is convertible into
common stock at a conversion price equal generally to the lesser of $.375 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
March 31, 2002, but we and Augustine Fund, L.P. may extend the maturity date
through March 31, 2005. As of December 31, 2002, Augustine Fund, L.P. converted
$429,000 of this note into common stock.

      The $2,000,000 line of credit with Augustine Fund, L.P. is convertible
into common stock at a conversion price equal generally to the lesser of $.25 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, 2002, the Company
drew approximately $1,613,000 on the line of credit, and Augustine has not
converted any principal of this note into common stock.

      Based on the average closing price of $.054 on December 31, 2002 (and a
conversion price of $.0342), the Company would be required to pay over
75,000,000 shares of its common stock to pay off the $3,000,000 note, and
approximately 47,000,000. 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


                                       11
<PAGE>

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.

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 could 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 adversely affect the
price of our common stock.

      Sales of substantial amounts of common stock in the public market that are
not currently freely tradable, or even the potential for these sales, could have
an adverse effect on the market price for shares of our common stock and could
impair the ability of purchasers of our common stock to recoup their investment
or make a profit. These shares include approximately 23,000,000 shares issued
under one of our convertible notes, and shares issued to CSEI pursuant to a
November 2001 acquisition. Unregistered shares may not be sold except in
compliance with Rule 144 promulgated by the SEC, or some other exemption from
registration. Rule 144 does not prohibit the sale of these shares but does place
conditions on their resale which must be complied with before they can be
resold.

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 $2,000,000 line of credit with Augustine Fund, L.P., we
recorded non-cash interest expense attributable to the beneficial conversion
feature of approximately $164,000 during the year ended December 31, 2002. From
January 1, 2003 through December 31, 2004, we expect to record additional
non-cash interest expense of


                                       12
<PAGE>

approximately $405,147. In addition, during 2002 there was a charge for interest
at 8%, either paid, or to be paid, in the form of common stock totaling $108,697
on the $2 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 19% of our outstanding common stock. As a result, by joining
forces with each other and the holders of 31% of our outstanding common stock,
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 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 March 21, 2003, the actual
trading volume ranged from a low of no shares of common stock to a high of
2,190,500 shares of common stock with only 11 days exceeding a trading volume
over 1,000,000. On most days, this trading volume means there is limited
liquidity in our shares of common stock. Selling our shares is 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.


                                       13