Forward Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding the Company and its business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements in this report. Additionally, statements concerning future matters such as the development of new services, technology enhancements, purchase of equipment, credit arrangements, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

Although forward-looking statements in this quarterly report reflect the good faith judgment of the Company's management, such statements can only be based on facts and factors currently known by the Company. Consequently, forward-looking statements are inherently subject to risks, contingencies and uncertainties, and actual results and outcomes may differ materially from results and outcomes discussed in this report. Although the Company believes that its plans, intentions and expectations reflected in these forward-looking statements are reasonable; the Company can give no assurance that its plans, intentions or expectations will be achieved. For a more complete discussion of these risk factors, see Exhibit 99, "Risk Factors", in the Company's Form 10-KSB for the fiscal year ended December 31, 2007.

For example, the Company's ability to achieve positive cash flow and to become profitable may be adversely affected as a result of a number of factors that could thwart its efforts. These factors include the Company's inability to successfully implement the Company's business and revenue model, tour or event cancellations, higher costs than anticipated, the Company's inability to sell its products and services to a sufficient number of customers, the introduction of competing products by others, the Company's failure to attract sufficient interest in and traffic to its sites, the Company's inability to complete development of its sites, the failure of the Company's operating systems, and the Company's inability to increase its revenues as rapidly as anticipated. If the Company is not profitable in the future, it will not be able to continue its business operations.

Overview

Our primary focus is to provide businesses and clients with marketing, management, merchandising, auction management, website hosting, and authentication services for the entertainment, sports and collectible industries. We offer entertainers and athletes official web sites and fan club services including e-commerce, VIP ticketing, fan club management, fan experiences, storefronts, articles, polls, message boards, contests, biographies and custom features. We also sell merchandise for celebrities, through official fan websites, on tour or at retail. Our celebrity services proprietary content management system provides an opportunity for our clients to offer more information, merchandise and experiences to their customers and communities. We provide business management tools for online retailers, through AuctionInc, which utilizes our patented shipping calculator and automated auction checkout and order processing system.

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements included in our Form 10-KSB filed on March 31, 2008. However, certain of our accounting policies are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management; as a result, they are subject to an

inherent degree of uncertainty. In applying these policies, our management makes estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. Those estimates and judgments are based upon our historical experience, the terms of existing contracts, our observance of trends in the industry, information that we obtain from our customers and outside sources, and on various other assumptions that we believe to be reasonable and appropriate under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies include:

Inventories: Inventories are stated at the lower of average cost or market on a first-in, first-out method. On a periodic basis we review inventories on hand to ascertain if any is slow moving or obsolete. In connection with this review, we establish reserves based upon management's experience and assessment of current product demand. The Company's inventories are comprised of merchandise and collectibles that relates to performing artists and athletes and valuation of it is more subjective than with more standard inventories. General economic conditions, tour schedules of performing artists, and the reputation of the performing artists/athletes, might make sale or disposition of these inventories more or less difficult. Any increases in the reserves would cause a decline in profitability, since such increases are recorded as charges against operations.

Revenue recognition: Certain components of revenues are recognized based upon estimates of value, since they are received in non-monetary transactions. Management estimates the amount of revenue based upon its historical experience in comparable cash transactions or its estimation of the value received, whichever is more reliable in the circumstances. Variations in the reliability of these judgments may result in enhancement or impairment of gross margins and results of operations in future periods.

Results of Operations

Three months ended September 30, 2008 to three months ended September 30, 2007

The following discussion compares the Company's results of operations for the three months ended September 30, 2008 with those for the three months ended September 30, 2007. The Company's financial statements and notes thereto included elsewhere in this quarterly report contain detailed information that should be referred to in conjunction with the following discussion.

Revenues. For the three months ended September 30, 2008, revenues were $945,300, 95% of which was attributable to sales of fan club memberships, merchandise, and fan experiences related to tours of performing artists. Sales of the Company's own product and fees from buyers and sellers represented 5% of revenues. Gross sales of the Company's own product were $43,100. Fan experience, fan club membership and related merchandise sales revenues were $899,300. Management anticipates increases from fan club memberships, merchandise, and fan experiences from tours, products and services related to several other performing artists during the remainder of 2008 and into 2009. Performing artists typically do not announce tour plans until two to four months in advance of the first show. Several performing artists represented by the Company have announced tours that are scheduled to continue into the fourth quarter of 2008 and another to begin during the first quarter of 2009. In addition, celebrities represented by the Company have announced events for the fourth quarter of 2008 and first quarter of 2009. Some of these tours are expected to continue beyond the first quarter of 2009.

The Company's revenues for the three months ended September 30, 2008 represent a decrease of $641,300 from the same period in 2007 when revenues were $1,586,600. For the three months ended September 30, 2007, sales of the Company's product were $56,100 or 4% of gross sales and fan club membership and related merchandise sales revenues were $1,526,100, 96% of gross revenues.

The main reasons for the decrease in revenues was a $626,800 decrease related to the tours of performing artists, and a decrease in sales of Company owned product of approximately $13,100 from the same period in 2007. Fan experience packages marketed for certain artists include a ticket of admission, while for others they do not. Fan experiences for artists on tour in 2008 did not include tickets, while those for the artist on tour in 2007 did. Revenues related to tours of performing artists are dependent upon tour schedules, the popularity of the artist(s) on tour, and whether the tour(s) are domestic or international. There were several artists touring during the three months ended September 30, 2008 and one artist touring during the third quarter of 2007. Gross Profit from celebrity services for the three months ended September 30, 2008 and 2007 was approximately $256,200 and $514,100, respectively. As a result of the lower sales of Company owned products, gross profit from Company owned product sales for the three months ended September 30, 2008 was approximately $32,400, $29,800 less than in 2007.

Operating Expenses. Total operating expenses for the three months ended September 30, 2008 were $1,473,300 compared to $1,026,600 in 2007, an increase of $446,800.

Sales, general and administrative ("SG&A") expenses for the three months ended September 30, 2008 were $1,377,200, compared to $912,000 for the three months ended September 30, 2007. The increase of $466,200 in SG&A costs includes increases in payroll and related costs of $90,500, share based compensation of $113,000, and professional fees, principally related to business development, of $222,000.

Costs associated with planning, maintaining and operating our web sites for the three months ended September 30, 2008 decreased by $18,500 from 2007. This decrease is due primarily to a decrease in depreciation of $12,500.

Interest expense. Interest expense was $40,600 for the three months ended September 30, 2008, $38,800 greater than in the comparable 2007 period. This increase is due to $38,700 of amortization of debt discount.

Net Loss. The Company realized a net loss for the three months ended September 30, 2008 of $1,222,100 compared to a net loss of $442,600 for the three months ended September 30, 2007. The loss for 2008 represents $.01 per share while the loss for 2007 represents less than $.01 per share.

Inflation. The Company believes that inflation has not had a material effect on its results of operations.

Nine months ended September 30, 2008 to nine months ended September 30, 2007

The following discussion compares the Company's results of operations for the nine months ended September 30, 2008 with those for the nine months ended September 30, 2007. The Company's financial statements and notes thereto included elsewhere in this quarterly report contain detailed information that should be referred to in conjunction with the following discussion.

Revenues. For the nine months ended September 30, 2008, revenues were $1,924,700, 92% of which was attributable to sales of fan club memberships, merchandise, and fan experiences related to tours of performing artists. Sales of the Company's own product and fees from buyers and sellers represented 6% of revenues. Gross sales of the Company's own product were $124,400. Fan experience, fan club membership and related merchandise sales revenues were $1,771,500. Management anticipates increases from fan club memberships, merchandise, and fan experiences from tours, products and services related to several other performing artists during the remainder of 2008 and into 2009. Performing artists typically do not announce tour plans until two to four months in advance of the first show. Several performing artists represented by the Company have announced tours that are scheduled to continue into the fourth quarter of 2008 and another to begin during the first quarter of 2009. In addition, celebrities

represented by the Company have announced events for the fourth quarter of 2008 and first quarter of 2009. Some of these tours are expected to continue beyond the first quarter of 2009.

The Company's revenues for the nine months ended September 30, 2008 represent a decrease of approximately $974,300 from the same period in 2007 when revenues were $2,899,000. Fan experience packages marketed for certain artists include a ticket of admission, while for others they do not. Fan experiences for the several artists on tour in 2008 did not include tickets, while those for the artist on tour in 2007 did. For the nine months ended September 30, 2007, sales of the Company's product were $139,000 or 5% of gross sales, fan club membership and related merchandise sales revenues were $2,698,600, 93% of gross revenues, and sports marketing revenues were $35,800, or 1% of gross revenues.

The main reasons for the decrease in revenues was a $927,100 decrease related to the tours of performing artists and lower revenues related to sports marketing services of $35,800 from the same period in 2007. Revenues related to tours of performing artists are dependent upon tour schedules, the popularity of the artist(s) on tour, and whether the tour(s) are domestic or international. There were several artists touring during the nine months ended September 30, 2008 and two different artists touring during the comparable period in 2007. Gross profit from celebrity services for the nine months ended September 30, 2008 and 2007 was approximately $693,600 and $1,009,300, respectively.

Operating Expenses. Total operating expenses for the nine months ended September 30, 2008 were $3,803,900 compared to $2,971,200 in 2007, an increase of $832,700.

Sales, general and administrative ("SG&A") expenses for the nine months ended September 30, 2008 were $3,447,400, compared to $2,662,600 for the nine months ended September 30, 2007. The increase of $784,800 in SG&A costs includes increases in professional fees, principally related to business development, of $437,000, share based compensation of $340,000 and payroll and related costs of $68,900, offset by decreases in credit card commissions of $55,300 and tour expenses of $24,600.

Costs associated with planning, maintaining and operating our web sites for the nine months ended September 30, 2008 increased by $47,900 from 2007. This increase is due primarily to increases in computer costs of $16,100 and payroll and related costs of $73,600 offset by a $38,800 decrease in depreciation.

Interest expense. Interest expense was $67,800 for the nine months ended September 30, 2008, $61,600 greater than in the comparable 2007 period. This increase is due to $52,800 of amortization of debt discount and higher levels of borrowing in 2008.

Net Loss. The Company realized a net loss for the nine months ended September 30, 2008 of $3,046,800 compared to a net loss of $1,777,000 for the nine months ended September 30, 2007. Losses for both years represent $.01 per share.

Inflation. The Company believes that inflation has not had a material effect on its results of operations

Assets

At September 30, 2008, total assets of the Company were $2,278,000 compared to $1,771,000 at December 31, 2007.

Operating Cash Flows

A summarized reconciliation of the Company's net losses to cash used in
operating activities for the nine months ended September 30, 2008 compared to
September 30, 2007, is as follows:


                                      -20-

                                                                              2008              2007
                                                                              ----              ----
Net loss                                                                  $(3,046,800)      $(1,777,000)
Depreciation and amortization                                                  58,400            97,300
Share based compensation                                                      340,000                --
Amortization of debt discount                                                  52,800                --
Intrinsic value of stock options awarded in
  payment of outside services and compensation                              1,441,300         1,189,000
Net current assets and liabilities associated with advance ticketing          (30,700)            8,200
Changes in current assets and liabilities                                     113,200          (286,800)
                                                                          -----------       -----------
Net cash used in operating activities                                     $(1,071,800)      $  (769,300)
                                                                          ===========       ===========

Working Capital and Liquidity

The Company had cash and cash equivalents of $436,000 at September 30, 2008, compared to $265,000 at December 31, 2007. The Company had $76,000 of working capital at September 30, 2008 compared to $923,000 at December 31, 2007. At September 30, 2008 current liabilities were $2,154,000 compared to $762,000 at December 31, 2007. Current liabilities increased at September 30, 2008 compared to December 31, 2007 primarily due to new short term debt and higher levels of accrued expenses.

The Company's independent registered public accounting firm has issued a going concern opinion on the Company's consolidated financial statements for the year ended December 31, 2007. The Company may need an infusion of additional capital to fund anticipated operating costs over the next 12 months. Management anticipates growth in revenues and gross profits for the remainder of 2008 and into 2009 from its celebrity services products and websites, and similar services to other entities; including memberships, fan experiences and ticketing, appearances, website development and hosting, and merchandise sales from both existing and new clients. In addition, our suite of management tools and patented shipping calculator solutions for small ecommerce enterprises, and web hosting are expected to increase revenues and result in higher total gross profit. Subject to the discussion below, management believes that the Company has sufficient cash resources to fund operations during the next 12 months. These resources include call options, expiring on May 9, 2009, for approximately 435,000 shares of common stock, which, once assigned by the Company, can generate between $71,000 and $231,000 (based solely upon the 52 week high and low closing prices of the Company's common stock) of cash. In addition, in April 2008 the Company entered into a financing agreement for up to $2,500,000 of additional financing and management is exploring opportunities to monetize its recently issued patent. However, there can be no assurance that all of the financing will be received, that assignment of the call options can be concluded on reasonably acceptable terms, or that the Company will be successful in monetizing its patent. Finally, management is seeking alternative sources of capital to support operations.