1311627--3/30/2009--PEER_REVIEW_MEDIATION_&_ARBITRATION

related topics

{stock, price, share}

{interest, director, officer}

{acquisition, growth, future}

{stock, price, operating}

{personnel, key, retain}

{investment, property, distribution}

{control, financial, internal}

{cost, regulation, environmental}

{property, intellectual, protect}

{competitive, industry, competition}

RISKS RELATING TO OUR OPERATIONS We have a history of operating losses and have been unprofitable since inception. We have a working capital loss, which means that our current assets are not sufficient to satisfy our current liabilities. The report of our independent auditors contains an explanatory paragraph relating to our ability to continue as a going concern. We may not be able to obtain the significant financing that we need to continue to operate. Unless we can reverse our history of losses, we will have to discontinue operations. Our products are based upon our non-patented proprietary technology and our business could be adversely affected if we lose our intellectual property rights. We will need substantial financing to continue our operations. We may face competition from more established companies in the future. Governmental regulation of our products and services could increase our costs and adversely affect sales. The loss of our founder and Chief Executive Officer will have a material adverse affect on our business and prospects. Hale is currently our only executive level officer as well as our Chairman of the Board and he may take action that is beneficial to him and other insiders and not to our other shareholders. If we cannot attract, retain, motivate and integrate additional skilled personnel, our ability to compete will be impaired. Our officers and directors are indemnified against certain losses, and we do not carry officer director insurance, so we may be exposed to costs associated with litigation. Because we do not currently have an audit or compensation committee, shareholders will have to rely on our officers and directors, who are not independent, to make decisions on their own compensation. Hale, our Chief Executive Officer and Chairman, also acts as our Chief Financial Officer. As a result, there may be significant risk to our Company from a corporate governance perspective. We have not voluntarily implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters. We have executed three non-binding letters of intent with companies we intend to acquire. There are no assurances that we will acquire these companies. The terms of the acquisitions we intend to make have been established via arms length negotiations and we did not obtain any independent valuations for any of these companies. Shareholders may incur dilution in the future. Any of our proposed acquisitions we make could be difficult to integrate with and harm our existing operations. RISKS RELATING TO OUR COMMON STOCK There is no trading market for our securities and there can be no assurance that such a market will develop in the future. If we are successful in listing our Common Stock for trading on the OTCBB, there are no automated systems for negotiating trades on the OTCBB and it is possible for the price of a stock to go up or down significantly during a lapse of time between placing a market order and its execution, which may affect your trades in our securities. If we list our Common Stock for trading on the OTCBB, our stock may be considered a penny stock so long as it trades below $5.00 per share. This can adversely affect its liquidity. We do not anticipate payment of dividends, and investors will be wholly dependent upon the market for the Common Stock to realize economic benefit from their investment. Any adverse effect on the market price of our Common Stock could make it difficult for us to raise additional capital through sales of equity securities at a time and at a price that we deem appropriate. If the Purchase Options are exercised, we will issue 323,940 additional shares of our Common Stock which would reduce investor percentage of ownership and may dilute our share value. We do not need shareholder approval to issue additional shares. Because we do not intend to pay dividends, shareholders will benefit from an investment in our Common Stock only if it appreciates in value. We cannot predict whether we will successfully effectuate our current business plan. Each prospective purchaser is encouraged to carefully analyze the risks and merits of an investment in our Common Stock and should take into consideration when making such analysis, among others, the Risk Factors discussed above.

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1311627--3/30/2009--PEER_REVIEW_MEDIATION_&_ARBITRATION_INC