EXHIBIT 99

                                  RISK FACTORS

Risks Relating to the Company

We have experienced significant operating losses.

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

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

      o     our ability to engage musical artists, celebrities and athletes, to
            service a sustainable fan base for each musical artist, celebrity,
            and athlete, and to sell tour experiences;

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

      o     the popularity and success of the artists who receive our services;

      o     our ability to engage organizations for website development and
            sponsorship; and

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

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

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

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

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

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. Additional funds
may be 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 could be required to reduce significantly the
scope of our expenditures, which would have a material adverse effect on our
business potential and the market price of our common stock. If we raise
additional funds by issuing equity securities, our shareholders will be further
diluted. Based on our cash position as of December 31, 2006, we need additional
capital to fund our anticipated operating expenses over the next 12 months. If
we require additional funding, there can be no assurances that the financing
will be obtained, or if obtained, that funding will be obtained on reasonably
acceptable terms.

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

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, or if we do not obtain adequate intellectual property
protection. We are unable to provide any assurances that the marketplace will
accept our software products and services, or that we will be able to provide
these products and services at a profit.

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

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

      o     our ability to sign up well known celebrities, musical artists, and
            athletes for website and fan management, as well as other entities
            for website development and sponsorship;

      o     our ability to sign up celebrities for ticket sales services;

      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     popularity of celebrities and sports figures;

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

      o     the announcement or introduction of new types of services or
            products by our competitors;

      o     technical difficulties with respect to consumer and fan 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. As of December 31, 2006, 90% of our revenues came from
sales related to one musical artist. Our success depends upon our ability to
sign up additional artists and celebrities that use our services.

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

We have been unable to afford substantial advertising with other online
companies and magazines and have, as a result, generated minimal revenues from
advertisements. To help expand our revenues, we should expand our advertising
arrangements with auction sites and with other companies in the sports and
collectibles arena. These website advertising arrangements could 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; and

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

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

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

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

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

      o     the need to manage relationships with our clients, including musical
            artists, sports figures and other celebrities;

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

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

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

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

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

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

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

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

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

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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.

Our success is dependent upon the marketability of our services and our software
products.

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

Our success is dependent upon market awareness of our brand.

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

      o     Web advertising and marketing;

      o     traditional media advertising campaigns; and

      o     providing a high quality user experience.

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

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, and the websites that we manage. A portion of our revenues
depends on the number of customers who use these websites to purchase
merchandise or services. Accordingly, the satisfactory performance, reliability
and availability of these websites, transaction-processing systems, network
infrastructure and delivery and shipping systems are critical to our operating
results, as well as our reputation and our ability to attract and retain
customers and maintain adequate customer service levels.

We periodically have experienced minor systems interruptions, including Internet
disruptions. Some of the interruptions are due to upgrading our equipment to
increase speed and reliability. During these upgrades the outages have generally
lasted for a few hours, and even longer, on occasion. Any systems interruptions,
including Internet disruptions, that result in the unavailability of these
websites or reduced order fulfillment

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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 large number 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 these
            websites;

      o     we will have uninterrupted access to the Internet;

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

      o     communications via these 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 these websites increases.

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

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

Our main servers are located within 45 minutes from our corporate headquarters.
Our Massachusetts 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.

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

A decline in the popularity of, or demand for, certain collectibles or other
items sold by us could reduce the overall volume of transactions, resulting in
reduced revenues. In addition, certain consumer "fads" may temporarily inflate
the volume of certain types of items listed by us, placing a significant strain
upon our infrastructure and transaction capacity. These trends may also cause
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 adversely affect 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
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.

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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
for one pending patent application with respect to AIship, one of our software
products. We may not be able to obtain copyright, patent or other protection for
our proprietary technologies or for the processes developed by our employees.
Legal standards relating to intellectual property rights in computer software
are still developing and this area of the law is evolving with new technologies.
Our intellectual property rights do not guarantee any competitive advantage and
may not sufficiently protect us against competitors with similar technology.

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

Intellectual property infringement claims would harm our business.

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

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Our success is dependent on licensed technologies.

We rely on a variety of technologies that we license from third parties. We
license some of our software from third party vendors. When we acquired the
assets of CollectingChannel.com we were granted two perpetual licenses for the
proprietary software eCMS and acquired the source codes for the software. This
is the content management system primarily used by the paidsports.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 drain our financial and other resources. We do not maintain
insurance specifically covering these claims. Liability or alleged liability
could further harm our business by diverting the attention and resources of our
management and by damaging our reputation in our industry and with our
customers.

Risks Associated With Our Industry

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

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

      o     other companies that manage celebrity websites or that sell concert
            tour tickets online, such as Music Today, UltraStar, and FanAsylum;

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

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

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

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

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

Our success in providing services and merchandise depends upon the popularity of
the musical artist, celebrity, athlete and other entities that we serve.

We provide a full line of services for musical artists, celebrities and
athletes, as well as other entities, including sales of merchandise, online
ticketing and fan experiences, and a fan website. Our success depends in part on
the level of popularity of a particular artist, the depth of the fan base, and
the continued popularity of the artist. The Company can be adversely affected,
and incur substantial loss of revenue, if an entire tour, or one or more shows
within a tour, is terminated due to lack of interest, illness, death, or for any
other reason. In the event that a show or tour is cancelled or postponed, the
Company is likely to refund the costs of the services sold for that show.

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

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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, 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 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, 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.

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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. During the 12 months prior to December 31, 2006, our stock
price as traded on the OTC Bulletin Board has ranged from a high of $.71 per
share to a low of $.115 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, services or technological innovations
            by our competitors;

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

      o     short selling our common stock and stock price manipulation;

      o     developments in Internet regulation; and

      o     general conditions and trends in the Internet, entertainment 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, and convertible securities to acquire our
common stock that have had a dilutive effect on our shareholders. As of December
31, 2006, in lieu of cash compensation to employees and consultants, we had
outstanding stock options to acquire 25,136,054 shares of our common stock,
exerciseable at prices ranging from $.001 to $1.62, with a weighted average
exercise price of $.043. In addition to these options, we compensate a number of
employees and consultants through stock options grants under the Company's 2001
Non-Qualified Stock Option Plan. Eighty million shares were registered under
that plan since its inception in 2001. Typically, shares are immediately
exercised by the employee or consultant. In 2006, employees received options for
1,195,799 shares equal to $263,016 in compensation, and consultants and
professionals received 6,744,876 shares equal to $1,009,319 in compensation.

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

The significant number of shares issued upon conversion of our convertible notes
may make it difficult to obtain additional financing. Due to the significant
number of shares of our common stock which resulted from conversion of our
convertible notes, among other things, new investors may either decline to make
an investment in our Company due to the large number of shares outstanding,
which number is over 200 million. 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. In
addition, 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.

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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 16% of our outstanding common stock (if we include options that
they hold and can exercise). As a result, by joining forces with each other and
the holders of 36% of our outstanding common stock, they may be able to exercise
control over all matters submitted to our stockholders for approval (including
the election and removal of directors and any merger, consolidation or sale of
all or substantially all of our assets). Accordingly, this concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control of the Company, impede a merger, consolidation, takeover or other
business combination involving the Company or discourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of the
Company, which in turn could have an adverse effect on the market price of our
common stock.

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

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

Additionally, for any transaction, other than exempt transactions, involving a
penny stock, the rules require the delivery, prior to the transaction, of a risk
disclosure document mandated by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and, if the broker-dealer is the sole market-maker, the broker-dealer
must disclose this fact and the broker-dealer's presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Consequently, the "penny stock" rules may
restrict the ability of broker-dealers to sell our common stock and may affect
the ability to sell our common stock in the secondary market.

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

Our common stock is currently traded on the OTC Bulletin Board ("OTCBB"), a
regulated quotation service that displays real-time quotes, last-sale prices,
and volume information in over-the-counter equity securities. As a result, an
investor may find it more difficult to dispose of, or obtain accurate quotations
as to the price of, our securities than if the securities were traded on the
Nasdaq Stock market, or another national exchange. There is a limited number of
active market makers of our common stock. In order to trade shares of our common
stock you must use one of these market makers unless you trade your shares in a
private transaction. In the twelve months prior to December 31, 2006, the actual
trading volume ranged from a low of 11,200 shares of common stock to a high of
over 7 million shares of common stock with 33 days exceeding a trading volume
over 1,000,000. On many days, the trading volume is limited. Selling our shares
can be more difficult because smaller quantities of shares are bought and sold
and news media coverage about us is limited. These factors result in a limited
trading market for our common stock and therefore holders of our Company's stock
may be unable to sell shares purchased should they desire to do so.