History

The Company has established relationships with the Home Shopping Network (“HSN”), a major online and cable television retailer, and Market America, an online e-commerce portal with a field distributor network of over 50,000 individuals worldwide, to sell its animated coloring book kits. The kits will consist of two coloring book storyboard templates (practice and final), Crayola crayons, a Little Director folder for kids to store their drawings, a welcome letter, a ten minute DVD that includes instructions and several animated movies, a pre-addressed postage paid envelope, and a certificate that entitles the buyer to a free one-month subscription to the Little Director website. This product will be a source of additional revenue, create cross-promotional opportunities to market the Company’s brand, further establish awareness of the Little Director URL and will be a vehicle that can drive traffic to the Little Director website. It is anticipated that it will also seed traffic to the new Project Educate website (for a more specific description of these activities, please refer to “Little Director Revenue Generation Relationships” on page 25). The coloring book kits were launched on Market America in August 2008, concurrent with its semiannual convention where over 20,000 field distributors were encouraged to promote and sell the animated coloring books. The reception was extremely positive. The Company is currently working on beta-testing the product on HSN.com and anticipates a full launch on the HSN cable network in the latter part of the first quarter of 2009 or early in the second quarter. Both HSN and Market America are optimistic about the potential for the animated coloring book and membership package. In addition, Little Director is actively pursuing other avenues to sell its coloring books, and is currently having discussions with Toys ‘R’ Us, FAO Schwartz and Amazon.com. To expand its animated coloring kit offerings, the Company is also pursuing the acquisition of the intellectual property rights to various animated children’s programs and products that will enable it to develop animated coloring kits themed around these programs characters, etc. These rights are being acquired with no upfront royalty payment or guarantee. The Licensor will simply be entitled to a royalty fee based on sales revenue. To date, the Company has acquired the rights to four animated programs produced by MoonScoop Productions (a French animation company) and its subsidiary, Mike Young Productions, one of the largest independent animation companies in the United States. These popular 8 programs include Dive Olly Dive, Code Lyoko, Pet Alien, and I Got A Rocket. Code Lyoko is a particularly valuable property since a Code Lyoko video game was developed by The Game Factory, a prominent video game publisher, for the hugely popular Nintendo Wii platform. The game was released in late 2007 and has been well received. In addition, Little Director has acquired the IP rights to Crazy Pet, a brand based around cartoon characters that celebrate the fun and happiness that pets add to our lives. It also secured the intellectual property rights to Fireball Tim, the pre-eminent Hollywood movie car designer who has designed exotic limited edition vehicles for over 50 movies and television commercials. The Company will continue to pursue its strategy to acquire IP rights with no upfront royalty payments or guarantee.