869498--10/13/2006--RONCO

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{customer, product, revenue}

{product, market, service}

{system, service, information}

{control, financial, internal}

{interest, director, officer}

{acquisition, growth, future}

{property, intellectual, protect}

{stock, price, share}

{operation, natural, condition}

{capital, credit, financial}

{regulation, change, law}

{regulation, government, change}

{condition, economic, financial}

{competitive, industry, competition}

{operation, international, foreign}

{loan, real, estate}

{debt, indebtedness, cash}

{personnel, key, retain}

{tax, income, asset}

{provision, law, control}

{stock, price, operating}

{product, liability, claim}

{investment, property, distribution}

We have a history of operating losses and we may be unable to achieve or maintain profitability. There can be no assurance that we will be ability to continue as a going concern If we are unable to meet our increased need for liquidity our business and financial condition could be seriously harmed. We face risks associated with the use of debt to fund our operations, such as refinancing risk. We currently may have incidents of default of our debt obligations under multiple arrangements with lenders, as a result of which we could lose significant rights to our products and intellectual property assets, which would harm our business. Due to changes that occurred in our financing and licensing arrangements, and other changes that occurred in connection with our acquisition of the Ronco business, the financial statements of the predecessor entities may not be a good indicator of our future performance. We are subject to Federal Communications Commission regulation with respect to the telemarketing aspects of our business, and our business could be harmed if these regulations limit the format and/or content of television direct marketing programs. Our business model is dependent, in part, on our ability to purchase sufficient quantities of television media at attractive prices. If we fail to obtain attractive media prices for our direct response television programs, our profitability will decline and our business may be harmed. Our direct response television revenues, in part, depend on our ability to successfully develop, produce and broadcast new and updated infomercials. If we fail to regularly renew our infomercial campaigns for our existing products, sales from such products will decline. Our operations are based, to a certain extent, on the successful integration of certain supply chain and operating technologies. Our inability or our vendors' inability to integrate these technologies may negatively impact our customer order process, and the fulfillment and delivery of our products, which could harm our business and operating results. The loss of any of our major wholesale distributors could reduce our sales and substantially harm our business. We may be unable to expand our retail distribution by entering into direct distribution agreements with key national retailers on favorable terms, in which case we may be unable to generate sufficient revenues or adequate margins to offset the increase in our operating costs associated with this strategy. We rely on the services of Ronald M. Popeil to develop new products and to define our marketing strategy, and the loss of his services would negatively affect our operations. We rely on a limited number of offshore manufacturers, vendors and suppliers for the bulk of our product production capacity and the procurement of materials required to manufacture our products, and the loss of services and materials provided to us by any of these manufacturers, vendors or suppliers could result in product shortages. Our earnings in future periods could be unfavorably impacted in the event of political instability or fluctuations in exchange rates. Our prospects are dependent, to a certain extent, on our ability to successfully introduce new products on a timely basis. If we fail to continue to develop and successfully introduce new products, either directly or through third-party inventors, our revenues could decline. Our success depends largely on the value of our brands, and if the value of our brands were to diminish, our business would be adversely affected. Our ability to compete successfully will depend, in part, on our ability to protect our intellectual property rights. Litigation required to enforce these rights can be costly, and there is no assurance that courts will enforce our intellectual property rights. If we fail to implement our product distribution strategy effectively, our revenue, gross margin and profitability could suffer. Our financial results could be materially adversely affected if conflicts arise among our various sales channels or if we lose a distributor. We plan to sell more of our products through distributors and direct to retail chains. Due to the typically large size of these orders, which fluctuate seasonally and may be changed or canceled on short notice, cost-effective management of our inventory may become more complex and costly. If we are unable to accurately forecast orders and cancellations, our profitability may suffer. Claims made against us based on product liability could have a material adverse effect on our business. Our business may be adversely affected by certain customers seeking to directly source lower cost imported products. If we do not execute our growth and profitability strategy successfully, our financial condition and results of operations will be adversely affected. There can be no assurance that our internet technology systems will be able to handle increased traffic or that we will be able to upgrade our systems, if required, on a timely basis. If our online systems do not perform properly, we may lose online sales and our revenues may be adversely affected. We could face liability for breaches of security on the internet, which could expose us to damages and harm our business. We may not be able to attract, retain or integrate key personnel, which may prevent us from successfully operating our business. Indemnification obligations to our directors and officers may require the use of a significant amount of our funds, which would reduce funds that otherwise would be available for business operations. As a result of our acquisition of the Ronco business, we have a substantial amount of goodwill on our balance sheet, which is subject to annual impairment analysis. If the value of the Ronco business we acquired declines in the future, the resulting charge would negatively impact our earnings. Terrorist attacks and other acts of wider armed conflict may have an adverse effect on the United States of America and world economies and may adversely affect our business. The requirements of complying with the Sarbanes-Oxley Act and evolving corporate governance and public disclosure regulations may strain our resources. As of June 30, 2006, Ronco Corporation had material weakness in its internal controls, and its internal controls over financial reporting were not effective as of that date. If Ronco Corporation fails to maintain an effective system of internal controls, it may not be able to provide timely and accurate financial statements. We do not expect to pay cash dividends on our common stock. We face risks associated with the use of debt to fund our operations, such as refinancing risk, and if we are unable to satisfy our debt service obligations and default, we could lose significant rights to our products and intellectual property assets, which would harm our business. If our common stock becomes subject to the SEC's penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be severely limited. Our directors and our 5% or greater stockholders own a large percentage of us, and they could make business decisions with which you disagree that will affect the value of your investment. Provisions in our corporate documents and our certificate of incorporation and bylaws, as well as the Delaware General Corporation Law, may prevent attempts to replace or remove our current management by our stockholders. We serve markets that are highly competitive and we may be unable to compete effectively against businesses that have greater resources than we do. Our business is affected by general economic conditions in the U.S. retail industry, such as consumer confidence and spending, and any downturn in the retail industry could result in a decrease in our earnings and harm our business. The trend towards retail trade consolidation could cause our margins to decline and harm our business. Government regulations could adversely impact our operations.

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869498--10/13/2006--RONCO_CORP