EXECUTIVE SUMMARY

General Overview
Every few decades a major new technology or market trend results in a wholesale leap in business opportunities for creators and distributors of American entertainment content.

Now, rapidly accelerating global demand for filmed entertainment is driving a new wave of growth and profitability for American companies. New distribution technologies like DVD, internet streaming, and direct-to-home satellite transmissions have significantly increased the number of channels available, and the need for content accordingly. Although there are many established companies competing for the global entertainment dollar, the market is expanding so quickly that it has created abundant opportunities for new entities with solid niche strategies such as Shapiro Media Group ("SMG" or the "Company").

SMG was founded in July 2002, in Los Angeles, California by Jay Shapiro. Mr. Shapiro had previously served as the final Chief Executive Officer of Team Communications Inc. ("TEAM"), an independent publicly traded NASDAQ motion-picture company. Mr. Shapiro, an internationally recognized financial advisor and CPA in the entertainment industry, was requested by TEAM's Board of Directors to "reorganize" the troubled film company after the termination of his predecessor. After approximately two years he determined that the best strategy for TEAM was asset liquidation for the benefit of its creditors, and a TEAM management spin-off into SMG to develop, produce and distribute new concepts for the entertainment marketplace. The Company is a diversified company engaged, on a risk-managed basis, in the development, financing, production and distribution of new entertainment content for the worldwide audience. The Company's objective is to build enterprise value by creating a library with distribution rights that will be exploited in all markets and all media. In addition, when the timing is appropriate the Company will exploit ancillary revenue opportunities generated by its programming content in the book and record publishing, feature film distribution, new media and merchandising industries.

In 2003, SMG formed a division, SMG Financial Services.

In 2006, we merged with Sunrise Media Group and changed our corporate name accordingly.

The Business Approach
The Company's business approach is driven by a shared desire among its principals to create a viable alternative to the cumbersome and often inefficient business practices of other filmed entertainment producers and distributors. In contrast to other companies, this Company will be:

• Project-driven. The Company's investment and growth will occur on a strict "as-needed" basis, with projects initiated only when the commercial prospects are reasonably assured and the investment risk is minimized.
• Economical. Management will exercise rigorous control over the Company's costs, both at the corporate level and the individual project level. Necessary expenditures will be made only when the expected financial returns on investment are attractive.
• Talent-friendly. The Company's principals recognize that success in the filmed entertainment industry is driven largely by the ability to attract quality creative talent. Management will draw upon its extensive relationships worldwide and strive to create a culture that is attractive to and supportive of writers, directors, actors and other creative talent.
• Responsive. The major distribution companies have size and numerous layers of bureaucracy, which often make the decision-making process slow and unwieldy. SMG management will take hands-on responsibility for project treatments and scripts, and evaluate budgets quickly in order to minimize the bureaucracy and "turnaround" time for making decisions.

The Management Team
The Company's management team is comprised of highly experienced business and industry professionals, who among them have been involved with the production, finance, acquisition and valuation of numerous libraries, motion pictures, television programs, commercials and music videos ranging from low budget independent projects, to major studio blockbusters with top-caliber acting and directing talent. They have managed or participated directly in sales and marketing, distribution, and all phases of the film and video production process, from development, pre-production, principal photography, post-production, directing and producing. They also provide financial and litigation support services to the entertainment industry.

Sales and Marketing
The Company's management has deep and well-established contacts with film and television producers, distributors, advertisers, licensors, and broadcasters throughout the world.