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                                  RISK FACTORS

     RRUN HAS A LIMITED OPERATING HISTORY.  RRUN'S OPERATIONS ARE SUBJECT TO THE
MANY  RISKS  INHERENT  IN A DEVELOPMENT STAGE BUSINESS ENTERPRISE OPERATING IN A
MARKET  DEPENDENT UPON NEW TECHNOLOGY.  The likelihood of RRUN's success must be
considered  in light of the problems, expenses, difficulties, complications, and
delays  frequently encountered in a new business and the competitive environment
in  which  it  operates.  Since  inception,  RRUN's  efforts  have  been limited
primarily to organizational activities and it has generated limited revenues to
date.  Its  operating  history  is  insufficient for an investor to rely on in
making a judgment  about  RRUN's  future  performance.  RRUN  cannot  be certain
that its business  strategy  will  be successful or that it will successfully
address the risks  and  uncertainties  related  to  RRUN's  limited  operating
history.

     WE  CANNOT  ASSURE  YOU  THAT  RRUN'S OPERATING RESULTS WILL BE PROFITABLE.
RRUN's  lack  of operating history and unproven business model make it difficult
to  accurately  forecast  RRUN's future revenues or results of operations.  RRUN
has no meaningful historical financial data upon which to base planned operating
expenses,  and  its  sales  and  operating results are difficult to forecast.  A
variety  of  factors  may cause RRUN's annual and quarterly operating results to
fluctuate  significantly.  Many  of  these factors are outside of RRUN's control
and  include:

-     the  effectiveness  of  its  sales  and  marketing  campaign;

-     market  acceptance  of  RRUN's  products;

-     the  amount  and  timing  of its operating costs and capital expenditures;

-     introductions  by its competitors of new or enhanced services or products;

-     price competition and fluctuations in the prices of the products that RRUN
      sells;

-     changes  in  its  management  team  and  key  personnel;  and

-     fluctuations  in  general  economic  conditions  and  economic  conditions
      specific  to  RRUN's  industry.

     One  or  more  of these factors could materially and adversely affect gross
margins  and  operating  results  in  future  periods.  Given  RRUN's  stage  of
development and level of revenues, we cannot assure you that RRUN can meet these
estimates,  that  the assumptions are reliable, or that RRUN will, at any point,
attain  profitability.

     WE  HAVE  NOT  ACHIEVED  PROFITABILITY  AND, GIVEN THE LEVEL OF OUR PLANNED
OPERATING  AND  CAPITAL  EXPENDITURES, WE EXPECT TO CONTINUE TO INCUR LOSSES AND
NEGATIVE CASH FLOWS THROUGH AT LEAST 2002.  Our accumulated deficit  since
inception  was  $2,960,057 as of June 30, 2002. Even if we do
achieve  profitability,  we may not be able to sustain or increase profitability
on  a quarterly or annual basis in the future.  If our revenue grows more slowly
than  we  anticipate,  or  if our operating expenses exceed our expectations and
cannot  be  adjusted  accordingly,  our  business  will  be  harmed.


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WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE AND ADDITIONAL FINANCING MAY NOT
BE AVAILABLE,  WHICH  COULD  AFFECT  RRUN'S  ABILITY  TO  CONTINUE  OPERATIONS.
We  need to raise additional funds through public or private debt  or  equity
financing  in  order  to:

-     take  advantage  of  opportunities,  including  international expansion or
      acquisitions  of  complementary  businesses  or  technologies;

-     develop  products  or  services;  or

-     respond  to  competitive  pressures

     The financing  we  need  may  not  be  available on terms
favorable  to  us,  or  at  all.  If adequate funds are not available or are not
available  on  acceptable  terms,  we  will  not  be  able  to  develop
products  or  services or otherwise respond  to  unanticipated  competitive
pressures,  and  our  business could be harmed.

     RRUN IS DEPENDENT ON KEY PERSONNEL. RRUN's success is highly dependent upon
certain key management and technical personnel. Ray Hawkins has
played  important  roles  in  RRUN's  founding,  development  and  promotion. In
addition, RRUN is dependent upon the services of Edwin Kwong and other key
personnel.  Although RRUN intends to enter into employment agreements
with  its  Executive  Officers, the loss of any of them could adversely affect
RRUN's business, financial condition, and results of operations. RRUN intends to
apply  for  and  obtain  "key  man"  life insurance on the life of its Executive
Officers.  We  cannot assure you that these persons will remain with RRUN in the
future  due  to  circumstances  either  within  or  outside of their control. In
addition,  competition  for qualified personnel is intense, and we cannot assure
you that RRUN will be able to hire or retain additional  qualified  personnel.
Any  inability  to attract and retain qualified personnel would  adversely
effect  RRUN's  business.

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
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:

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-     actual  or  anticipated  variations  in  our  results  of  operations;

-     our  ability  or  inability  to  generate  new  revenues;

-     increased  competition;  and

-     conditions  and  trends  with the Internet and the Entertainment Industry.

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.