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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 no 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  as  of  March  31,  2001  was  approximately  $484,424 (See Pro forma
Consolidated  Statement  of  Operations for the Period July 1, 2000 to March 31,
2001  as filed with the Commission on August 20, 2001 on Form 8-K) 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  MAY  NEED ADDITIONAL CAPITAL IN THE FUTURE AND ADDITIONAL FINANCING MAY
NOT  BE  AVAILABLE, WHICH COULD AFFECT RRUN'S ABILITY TO CONTINUE OPERATIONS. We
currently  anticipate  that  our available cash resources, combined with the net
proceeds  from  planned  financing  from  private  placement  funding  will   be
sufficient  to  meet  our  anticipated  working  capital and capital expenditure
requirements  for  the twelve months after June 30, 2001. However, our resources
may  not  be  sufficient  for  our  working  capital  and  capital   expenditure
requirements.  We  may  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  new  products  or  services;  or
  -     respond  to  competitive  pressures

     ANY  ADDITIONAL  FINANCING  WE  MAY  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  may  not  be  able  to  take advantage of
unanticipated  opportunities,  develop  new  products  or  services or otherwise
respond  to  unanticipated  competitive  pressures,  and  our  business could be
harmed.  Our  forecast  of  the  period  of  time  through  which  our financial
resources  will  be  adequate  to  support  our  operations is a forward looking
statement  that  involves risks and uncertainties, and actual results could vary
materially as a result of a number of factors, including those set forth in this
"Risk  Factor"  section.

     RRUN  MAY  NOT  RECEIVE  ADEQUATE COOPERATION FROM THE MAJOR RECORD LABELS,
WHICH  COULD  NEGATIVELY  AFFECT  ITS  ABILITY TO GENERATE REVENUES. Even though
RRUN's  management  believes that RAHX is a viable solution to the digital music
dilemma,  we cannot assure you that the major records labels will cooperate with
RRUN.  If  the  major  record labels do not cooperate in providing content, then
RRUN  will  move  towards securing relationships with independent record labels.
The Internet has become a valuable tool for independents, as they can forgo many
of the middlemen in music distribution and place their materials directly in the
hands of consumers. However, compared to major record labels, independent record
producers own much smaller catalogs, and produce content that is not as popular.
As  a  result,  dependence on independent labels may produce lower revenues, and
adversely  affect  RRUN's  ability  to  become  profitable  and  to  sustain
profitability.

     RRUN IS DEPENDENT ON KEY PERSONNEL. RRUN'S SUCCESS IS HIGHLY DEPENDENT UPON
CERTAIN KEY MANAGEMENT AND TECHNICAL PERSONNEL. Ray Hawkins and Pavel Bains have
played  important  roles  in  RRUN's  founding,  development  and  promotion. In
addition, RRUN is dependent upon the services of Edwin Kwong, Saya Kyvrikosaios,
and  Emanuel  Koseos . Although RRUN intends to enter into employment agreements
with  these  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.

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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:

  -     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.