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                                  Risk factors

IF  WE  DO  NOT  OBTAIN  ADDITIONAL  FINANCING,  OUR  BUSINESS  WILL  FAIL

As  of December 31, 2001, we had cash in the amount of $313.  Our business plan
calls  for  significant  expenses  in  connection  with  the  development of our
EngineMax  software.  In  addition,  we anticipate that revenues from operations
will  not be realized until sometime after development of our EngineMax software
is  complete.  Accordingly,  we  will  require  additional financing in order to
finance this development expense.  We do not have any arrangements for financing
and  we  can  provide  no  assurance that we will be able to obtain the required
financing  when  needed.  Obtaining  additional  financing  will be subject to a
number  of  factors,  including:

-     Market  conditions;
-     Investor  acceptance  of  our  business  plan;  and
-     Investor  sentiment.

These  factors  may  make the timing, amount, terms and conditions of additional
financing  unattractive  or  unavailable  to  us.  If  we  are not successful in
obtaining  financing in the amount necessary to complete our business plan, then
we  will  not  be  able  to  achieve  revenues  and  our  business  will  fail.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK
OF  BUSINESS  FAILURE

We  were  incorporated  in September 1999. We acquired the rights to develop our
EngineMax  software  and the www.EngineMax.com web site address in October 1999.
We  are  presently  in  the  process  of commencing development of our EngineMax
software product.  We have not yet earned any revenues.  Accordingly, we have no
operating  history  from  which investors can evaluate our business. An investor
should  consider  the  risks,  expenses  and  uncertainties  that an early stage
company  like  ours  faces.  These  risks  include  our  ability  to:

-     Develop  a  functioning  and  marketable  software  product;
-     Develop  a  web  site to market our EngineMax software once development is
      complete;
-     Successfully  market  our EngineMax software once development is complete;
-     Convince  potential  customers  to  purchase  licenses  of  our  EngineMax
      software;
-     Respond  effectively  to  competitive  pressures;
-     Continue to develop and upgrade our EngineMax software once development is
      complete.

As  noted in our financial statements that are included with this prospectus, we
are a development stage company that is currently developing a computer software
product.  These  conditions,  as  indicated in the audit report of BDO Dunwoody,
LLP,  Chartered  Accountants, raise substantial doubt as to our continuance as a
going  concern.  To  date,

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we  have  not  completed the development of a viable software  product  and  we
can  provide  no  assurance  that the product we are currently  developing  will
have  a  commercial application. The  success of our  business  operations will
depend  upon our  ability to  obtain further financing to complete  successful
development  of  the  program  and  to  attain  profitable operations. It is not
possible at this time for us to  predict  with  assurance the outcome of these
matters.  If we are not able to complete successful development of  the  program
and attain profitable operations, then our business will fail.

BECAUSE  WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE EXPECT TO INCUR
OPERATING  LOSSES  FOR  THE  FORESEEABLE  FUTURE

We have never been profitable or made any income whatsoever. Prior to completion
of  our EngineMax software, we anticipate that we will incur increased operating
expenses  without  realizing  any  revenues  from sales.  We therefore expect to
incur  significant  losses  into the foreseeable future and recognize that if we
are  unable  to  generate  significant  revenues  from sales of licenses for our
EngineMax  software,  we  will  not be able to achieve profitability or continue
operations.

IF  WE  ARE  UNABLE  TO DEVELOP A MARKETABLE PRODUCT THEN OUR BUSINESS WILL FAIL

The  EngineMax  software  is  currently  in  the development stage.  In order to
develop  the  EngineMax  software  into  a  commercial  product, we will have to
complete  programming  of the computer code required for the EngineMax software.
In  addition,  we will have to finish development of the EngineMax website which
we  will  use  for  marketing  and  servicing  the EngineMax software.  Prior to
commencing  commercial  sales,  we  will  have  to  complete testing of both the
EngineMax  software  and our website to ensure that the software and the website
are functioning properly and are capable of being marketed to the public.  If we
are  unable  to  develop  a final software product that is capable of commercial
sale  and  market  acceptance,  we  will  not be able to earn any revenues.  Our
failure  to  earn  revenues  will  cause  our  business  to  fail.

IF  MAJOR SEARCH ENGINES CHANGE THEIR SEARCH FORMAT, THEN OUR ENGINEMAX SOFTWARE
MAY  NOT  BE  ABLE  OPERATE  PROPERLY  AND  OUR  BUSINESS  MAY  FAIL

Our business plan is based on our ability to develop a computer software program
that  is  able to access major search engines and directly submit web pages.  If
these  major  search  engines restrict this access or change the manner in which
they  gather  information  on  Internet  web  sites, then our EngineMax software
product  could  be redundant or may not work properly, and we may not be able to
produce  a  viable product.  In such a case, our business will most likely fail.

THE  PUBLIC  MARKET  FOR OUR SECURITIES IS RELATIVELY NEW, WHICH MEANS YOU COULD
EXPERIENCE  DIFFICULTY  IN  SELLING  YOUR  SHARES.

At  the present time, there is a public market for our securities.  Although our
securities  are  quoted on the NASD Over the Counter Bulletin Board, there is no
assurance  that  a  regular

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trading  market  will  develop  or that a market will be sustained, or that our
securities  purchased  by the  public in the  offering may be resold  at  their
original offering price or at any other price.  Any market for our  securities
that  may  develop  will  very likely be a limited one.  In any event,  due  to
the  fact  that  our  securities  are  presently  considered "penny stock" many
brokerage  firms may choose not to engage in market making activities or effect
transactions  in  our  securities.   Purchasers  of  our  securities  may  have
difficulties  in  reselling  them  and  many banks may not grant loans using our
securities  as  collateral.  Our  securities are not eligible for listing on the
Nasdaq  Stock  Market  at  this time. We anticipate that the market price of our
common  stock  will  be  subject  to  wide  fluctuations  in response to several
factors,  including:

-     actual  or  anticipated  variations  in  our  results  of  operations;
-     conditions  and  trends  with  the  Internet;
-     our  ability to complete the development of the EngineMax software and the
      EngineMax  website;
-     our  ability  to  generate  revenues from sales of the EngineMax software;
-     our  ability  to  generate brand recognition of the EngineMax software and
      acceptance  by  consumers;
-     increased  competition  from competitors who offer competing products; and
-     our  financial  condition.

Further,  our  stock  price  may  be  impacted  by factors that are unrelated or
disproportionate  to  our operating performance.   These market fluctuations, as
well  as  general economic, political and market conditions, such as recessions,
interest  rates  or international currency fluctuations may adversely affect the
market  price  of  our  common  stock.

IF  OUR  STOCK  PRICE  DROPS  SIGNIFICANTLY, WE MAY BECOME SUBJECT TO SECURITIES
LITIGATION  THAT  WOULD  RESULT  IN  A  HARMFUL  DIVERSION  OF  OUR  RESOURCES

In the past, following periods of volatility in the market price of a particular
company's  stock,  securities  class  action litigation has been brought against
that  company.  Any  litigation  arising from the volatility in the price of our
common  stock could have a adverse effect upon our business, financial condition
and  results  of  operations.

BECAUSE  OUR  MANAGEMENT  HAS  ONLY  LIMITED  EXPERIENCE IN THE OPERATION OF OUR
BUSINESS  AND THE DEVELOPMENT AND SALE OF OUR PRODUCTS, THERE IS A RISK THAT OUR
BUSINESS  MAY  FAIL.

Our  management  has  only  limited  experience  in  the  business  of  software
development  and  the  submission  of  web  page  information to search engines.
Potential  investors should be aware that there is a substantial risk of failure
associated  with  inexperienced  management as it encounters unfamiliar problems
related  to the business. We have only a limited operating history upon which to
base any projection of the effects this risk factor will have on our operations,
and  thus  we  cannot assure potential investors that management's inexperience,
and  its  inefficiencies  caused  thereby,  will  be  overcome  in  the  future.

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AS  OUR  OFFICERS  AND  DIRECTORS  DO NOT DEVOTE THEIR FULL BUSINESS TIME TO OUR
BUSINESS, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN AND OUR BUSINESS MAY
FAIL

Our  officers  and directors presently devote only 50% of their business time to
the  management  of  our  business.  This percentage of time may be increased or
decreased  in  the  future, but there is no specific plan to do so at this time.
Moreover, we can provide no assurance to investors that either Mr. Rosner or Mr.
Chow  will be able to devote sufficient amounts of their business time to enable
us  to  implement our business plan.  If Mr. Rosner and Mr. Chow do not devote a
sufficient  amount of their business time to the management of our business, our
business  may  fail.