EX. 99.1
                                  RISK FACTORS

     You should carefully consider the following risk factors, among others,
before deciding to invest in our company.

We have a history of losses, we expect more losses in the future and we have
substantial doubt regarding our ability to continue as a going concern.

     Since our inception, we have never been profitable. We cannot predict when,
if ever, we will achieve profitability. For the years ended December 31, 2001,
and December 31, 2000, we had net losses of $19,469,000 and $4,817,000,
respectively. In September 2001, we ceased all operations of our principal
subsidiaries, Shelter Films, Inc. and Straw Dogs, Inc., because we could not
operate them profitably. As a result, we have substantially decreased our
business operations and we have minimal income from our remaining operating
divisions and subsidiaries. We presently have limited credit facilities and we
are in default on several loan instruments. These factors raise substantial
doubt about our ability to continue as a going concern, and it is unlikely that
we will report net income in any future year or period. In addition, the notes
to our financial statements for the year ended December 31, 2001, contain an
explanatory paragraph regarding our ability to continue as a going concern.

We do not have available funds sufficient to sustain our operations.

     We believe we do not have available funds sufficient to sustain our
operations through the third quarter of 2002. Our available funds generally
consist of cash and the funding derived from our revenue sources: residual
income relating to musical compositions used in television series and record
label revenues. As of December 31, 2001, we had $4,000 in available cash. In
2001, we decreased our business operations substantially and we presently have
minimal revenue from our remaining operating business operations. The costs
associated with our merger with iball Media, Inc. in July 2001 and the loss of
our traditional revenue sources due to discontinued operations have also
contributed to the strain on our liquidity. Reducing operating expenses and
capital expenditures alone will not be sufficient to solve our liquidity
problems. Unless we are able to obtain sufficient funding through equity or debt
offerings we will not be able to continue as a going concern. We need to raise
funds through equity or debt offerings in order to survive. Such financing may
not be available on terms favorable to us, or at all. Even if we are able obtain
additional financing it may not be sufficient to maintain our current
operations.

We and our subsidiaries are defending several current legal proceedings.

     We are currently a party to several legal proceedings and additional legal
proceedings could be filed against us in the future. Former members of our
management team have filed suit against us and our subsidiaries alleging breach
of their employment contracts, and a number of third parties have filed suit
against us and our subsidiaries alleging damages suffered as a result of the
cessation of the operations of our principal subsidiaries, Straw Dogs, Inc. and
Shelter Films, Inc. Although we are currently investigating potential defenses
and counterclaims with respect to each allegation, we cannot be certain that we
will prevail in any action brought against us or our subsidiaries. Settlement of
any outstanding claim may be predicated on our ability to secure capital
funding. Unfavorable resolution of these claims is likely to have a material
adverse impact on our financial condition. If a judgment is entered against us
with respect to one or more of these claims, it is unlikely that we will be able
to pay such judgment.

<PAGE>

We have limited management to address the issues confronting us.

     The problems and issues facing our business have strained our limited
management, financial controls and other resources. Our only employees are Kelly
T. Hickel, our Chairman, and Richard Rifenburgh, our Vice Chairman. We presently
rely on limited arrangements, on an as-needed basis, with various consultants in
order to address our more pressing problems and issues. We cannot assure you
that we will have the financial resources sufficient to continue such limited
arrangements. Our ability to manage any future complications effectively will
require us to hire new employees, to integrate new and former management and
employees into our overall operations and to improve our operational, financial
and management systems and controls and facilities.

Our securities have been delisted from the Nasdaq SmallCap Market and the Boston
Stock Exchange and may also be removed from the OTC Bulletin Board. There is a
limited trading market for our securities.

     Our securities are no longer listed on the Nasdaq Small Cap Market or the
Boston Stock Exchange. Consequently, there is a limited trading market for our
securities since they are now traded only on the OTC Bulletin Board. The OTC
Bulletin Board is not an exchange and, because trading of securities on the OTC
Bulletin Board is often more sporadic than the trading of securities listed on
an exchange or Nasdaq, you may have difficulty selling your securities. Further,
Our securities may be removed from the OTC Bulletin Board if we are unable to
satisfy the OTC Bulletin Board's requirements relating to the availability of
current public information about our company. We cannot assure you that there
will continue to be a market maker for our securities, that an active market for
our securities will develop on the OTC Bulletin Board or that quotation of our
securities on the OTC Bulletin Board will continue. Our common stock is subject
to penny stock regulation. Our common stock is subject to regulations of the
Securities and Exchange Commission relating to the market for penny stocks.
These regulations generally require that a disclosure schedule explaining the
penny stock market and the risks associated with the penny stock market be
delivered to purchasers of penny stocks and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors. The regulations applicable to
penny stocks may severely limit the market liquidity for our securities and
could reduce your ability to sell your securities in the market.





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