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", "could", "may", "should", "will", "would", 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-K for the fiscal year ended December 31, 2008 that was filed on March 16, 2009.

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 financial statements included in our Form 10-K filed on March 16, 2009. 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 relate 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 June 30, 2009 to three months ended June 30, 2008.

The following discussion compares the Company's results of operations for the three months ended June 30, 2009 with those for the three months ended June 30, 2008. The Company's financial statements and notes thereto included elsewhere in this annual report contain detailed information that should be referred to in conjunction with the following discussion.

Revenues. In 2009 revenues were $1,620,900, 98% 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 2% of revenues. Gross sales of the Company's own product were $26,200. Fan experience, fan club membership and related merchandise sales revenues were $1,594,400. Management anticipates increases from fan club memberships, merchandise, and fan experiences from tours, products and services related to several performing artists during the remainder of 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 or begin during the third and/or fourth quarters of 2009.

The Company's 2009 revenues represent an increase of approximately $895,500 or 123%, from 2008, when revenues were $725,500. For the three months ended June 30, 2008, sales of the Company's product were $62,700 or 9% of gross sales, while fan club membership and related merchandise sales revenues were $637,300, or 88% of gross revenues.

The main reasons for the increase in revenues was a $957,200 increase related to the fan club memberships and tours of performing artists, offset by lower sales of Company owned product of $36,500. Revenues related 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. Fan experience packages marketed for certain artists include a ticket of admission, while for others they do not. While there was an increase in the number of artists represented by the Company in 2009, there were no artists on tour until the middle of June and those concerts held during the second quarter of 2008 were for artists for whom our fan experiences did not include a ticket. Gross profit from celebrity services in 2009 and 2008 was $576,900 and $285,500, respectively.

Operating Expenses. Total operating expenses during 2009 were $1,714,700 compared to $1,301,700 in 2008, an increase of $413,000.

Sales, general and administrative ("SG&A") expenses in 2009 were $1,589,900, compared to $1,129,500 in 2008. The increase of $460,300 includes increases in professional fees of $120,500, payroll and related costs of $132,900 and credit card commissions and shipping costs of $183,400. The increase in professional fees is attributable to new business development, and legal services associated with the Company's enhanced reporting requirements to the Securities and Exchange Commission. Increases in payroll, credit card commissions and shipping are attributable to deferred revenue associated with fan experience sales during the second quarter for performances in future quarters.

Costs associated with planning, maintaining and operating our web sites in 2009 decreased by $47,300 from 2008. This decrease is due primarily to decreases in depreciation of $13,700 and payroll and related costs of $31,300.

Interest Expense. The Company incurred no interest charges in 2009, while in 2008 interest expense was $27,000. The 2008 interest expense was associated with short term notes payable and amortization of debt discount.

Net Loss. The Company realized a net loss in 2009 of $1,106,800 compared to a net loss of $963,500 in 2008. The 2009 and 2008 losses each represent less than $.01 per share.

Six months ended June 30, 2009 to six months ended June 30, 2008.

The following discussion compares the Company's results of operations for the six months ended June 30, 2009 with those for the six months ended June 30, 2008. The Company's financial statements and notes thereto included elsewhere in this annual report contain detailed information that should be referred to in conjunction with the following discussion.

Revenues. In 2009 revenues were $1,947,800, 97% 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 3% of revenues. Gross sales of the Company's own product were $50,300. Fan experience, fan club membership and related merchandise sales revenues were $1,894,300. Management anticipates increases from fan club memberships, merchandise, and fan experiences from tours, products and services related to several performing artists during the remainder of 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 or begin during the third and/or fourth quarters of 2009.

The Company's 2009 revenues represent an increase of approximately $968,400 or 99%, from 2008, when revenues were $979,400. For the six months ended June 30, 2008, sales of the Company's product were $81,400 or 8% of gross sales, while fan club membership and related merchandise sales revenues were $872,300, or 89% of gross revenues.

The main reasons for the increase in revenues was a $975,900 increase related to the fan club memberships and tours of performing artists, offset by lower sales of Company owned product of $31,000. Revenues related 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. Fan experience packages marketed for certain artists include a ticket of admission, while for others they do not. While there was an increase in the number of artists represented by the Company in 2009, there were no artists on tour until the middle of June and those concerts held during 2008 were for artists for whom our fan experiences did not include a ticket. Gross profit from celebrity services in 2009 and 2008 was $742,000 and $437,000, respectively. Gross profit from Company owned product sales was $8,100, $22,700 less than in 2008. Operating Expenses. Total operating expenses during 2009 were $2,740,700 compared to $2,330,600 in 2008, an increase of $410,100.

Sales, general and administrative ("SG&A") expenses in 2009 were $2,539,600, compared to $2,070,200 in 2008. The increase of $469,400 includes increases in professional fees of $166,600, payroll and related costs of $114,800, and credit card commissions and shipping costs of $209,500. The increase in professional fees is attributable to new business development, and legal services associated with the Company's enhanced reporting requirements to the Securities and Exchange Commission. Increases in payroll, credit card commissions and shipping are attributable to deferred revenue associated with fan experience sales during the second quarter for performances in future quarters.

Costs associated with planning, maintaining and operating our web sites in 2009 decreased by $59,300 from 2008. This decrease is due primarily to decreases in depreciation of $30,200, consulting of $10,800, and payroll and related costs of $25,300.

Interest Expense. The Company incurred approximately $2,500 of interest charges in 2009, while in 2008 interest expense was $27,100. The 2009 interest expense is associated with short term notes payable while the 2008 interest expense was associated with short term notes payable and amortization of debt discount.

Net Loss. The Company realized a net loss in 2009 of $1,945,600 compared to a net loss of $1,824,700 in 2008. The 2009 and 2008 losses each represent $.01 per share.

Assets

At June 30, 2009, total assets of the Company were $5,648,000 compared to $1,614,000 at December 31, 2008.

Operating Cash Flows

A summarized reconciliation of the Company's net loss to cash used in operating
activities for the six months ended June 30 is as follows:

                                                         2009              2008
Net loss                                             $  (1,945,600 )   $  (1,824,700 )
Depreciation and amortization                                8,500            43,300
Share based compensation                                   227,000           227,000
Amortization of debt discount                                    -            14,100
Intrinsic value of stock options awarded
  in payment of outside services and compensation        1,635,200           864,600
Net current assets and liabilities associated with
 advanced ticketing                                      3,247,700            18,800
Changes in current assets and liabilities                 (239,100 )         (93,600 )

Net cash used in operating activities                $   2,933,700     $    (750,500 )

Working Capital and Liquidity

The Company had cash and cash equivalents of $3,040,700 at June 30, 2009, compared to $107,000 at December 31, 2008. The Company had $484,000 of working capital at June 30, 2009 compared to $558,000 at December 31, 2008. At June 30, 2009 current liabilities were $5,132,000 compared to $1,014,000 at December 31, 2008. Current liabilities increased at June 30, 2009 compared to December 31, 2008 primarily due to deferred revenues related to concerts to be performed during the third and fourth quarters of 2009.

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, 2008. 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 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. 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, 2010, for approximately 435,000 shares of common stock, which, once assigned by the Company, can generate between $35,000 and $157,000 (based solely upon the 52 week high and low closing prices of the Company's common stock) of cash. During July 2009 the Company assigned 100,000 of these call options to third parties in exchange for gross proceeds of $38,950. In addition, management continues to explore opportunities to monetize its patent. However, there can be no assurance that anticipated touring activity will occur, that assignment of the call options can be concluded on reasonably acceptable terms, and that the Company will be successful in monetizing its patent. Management continues to seek alternative sources of capital to support operations. Finally, world economic conditions, in particular those in the United States, are likely to impact sales of fan experiences and the availability of financing.