Image Entertainment Group

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					Corporate Profile




   December 29, 2004
The Company

Image Innovations Holdings Inc (“Image Holdings”) operates two wholly owned subsidiaries – Image
Sports & Entertainment, which sells celebrity artwork and collectibles through a targeted distribution
network that includes major retailers and the Internet, and Image Innovations which creates, sources and
markets officially licensed electronic products.

Image Sports & Entertainment is quickly becoming a recognized leader in the fast growing, multi-billion
dollar industries of Artwork Collectibles and Officially Licensed Products. Image Sports has retained
some of the most recognized names in the celebrity art world, including renowned artists Carlo Beninati
and Doug London.

Image Holdings is a publicly traded company on the OTC Bulletin Board (OTCBB: IMGV) and the sole
owner of the subsidiary companies: Image Innovations Inc (“Image Innovations”), Image Innovations
Sports & Entertainment Inc (“Image Sports & Entertainment”) and Imaging Innovations Sports &
Entertainment Inc. (“Imaging”) (collectively referred to as “Image Group”).

Image Group web sites: Image Holdings www.ImageiiHoldings.com Image Sports & Entertainment
www.ImageiiSportsEnt.com Image Innovations www.Imageii.com


The Management Team

Image Group is led by experienced executives with broad business experience in developing new products
and successfully creating new companies. The management team and directors have extensive contacts in
the licensed products and celebrity art world, have managed multi-million dollar companies, and have
successfully grown sales in highly competitive markets.

To enhance the management team’s depth and breadth of industry contacts, the company has established
an advisory board consisting of well-known industry players including: Gerry Cooney, Larry Holmes,
Rollie Fingers, Dave Kingman, Debbie Meyer, George Gervin, Donald Trump, Moshe Malamud, Bruce
Glatman, George Pataki and Ken Daneyko.


Overview

Image Sports & Entertainment develops markets and sells celebrity artwork and collectibles through a
targeted distribution network that includes select retailers and the Internet, cruise ships, military
installations in the U.S. and Overseas, and celebrity auctions.

Image Sports & Entertainment commissions renowned artists to produce authenticated one-of-a kind
limited edition products of top tier sports figures. Each collector series consists of the original artwork,
artist proofs and limited edition prints signed by both the artist and the celebrity.

Revenues will be derived from Celebrity Art and Collectibles, Fine Art & Assemblage Products, Sports
& Celebrity Memorabilia Products.

                                                              2
Image Innovations develops and sources officially licensed sports and promotional electronic products
which it markets in North America. Revenue will be derived from Mass Market Products, Licensed
Products, and Premium Products.


Competitive edge and barriers to entry

Because of the large size of the market, there are numerous companies that compete for market share -
many of them very successfully. However, it is the opinion of management and the directors that the Image
Group has distinct advantages over its competition for the following reasons:

              Image Sports & Entertainment has a team of senior managers who have worked in the sports
               and entertainment industry for between 12 and 15 years and has an advisory board of well
               known, well connected and highly respected athletes. Using the strengths of this team, Image
               Sports & Entertainment has established relationships and gained the respect of the celebrities
               in the sports and entertainment industry. Image’s reputation continues to be enhanced with
               each successful event that Image hosts or signing that Image completes. Our competitors do
               not possess the same extensive relationships with licensors and artists. The combination of
               these factors creates a competitive advantage for us over our competition. It will take years for
               competitors to develop similar attributes to compete successfully against us.
              Image has unique products. The sports and entertainment industry has many companies
               competing with basic memorabilia: balls, jerseys, etc. Image sells similar memorabilia but
               differentiates itself through the creation of fine art works produced by well known artists. We
               work with our distribution channels to understand what they want, then develop the product to
               meet that demand. We have been extremely successful in targeting our fine art creations to
               high net worth customers through our channels. We manage our costs to allow our distributors
               (for example cruise ships) to make good margins while presenting unique desirable products to
               their customers.
              Image Sports & Entertainment has secured the services of renowned artists Carlo Beninati and
               Doug London. Beninati who serves as the Creative Director of Image Innovations Sports &
               Entertainment is dedicated to documenting the history of human accomplishment - remarkable
               people, historical events, and the wonders of the world - through innovative fine art. His
               reputation and prestigious client list speaks volumes about a lifetime of dedication to
               excellence in every aspect of his work. Few artists can boast a client list equal to his.
              Image Group’s management team has extensive contacts in the licensed products and celebrity
               art world, and a proven track record of managing multi-million dollar public companies and
               successfully growing sales in highly competitive markets.
              There are few Licensor product categories that do not already have existing licensees. A
               company must have exciting, unique products for a licensor to even consider a licensee
               proposal – not just “me-too” products. Image Innovations has successfully secured new
               license agreements based on the strength of its products, as well as its marketing and
               distribution expertise.


Recent Highlights

           December 20, 2004: Vintage Leroy Neiman Posters Next Exclusive Offering From Innovations
            Sports & Entertainment
                                                              3
      December 16, 2004: "Smokin" Joe Lights It Up One More Time for Image Innovations Sports &
       Entertainment
      November 24, 2004: Image Innovations Holdings Inc. Signs Vending Machine Distribution
       Agreement With RB Energy, LLC to Sell Red Bull Energy Drink Through Vending Machines
      November 18, 2004: Image Innovations Holdings Inc. Sponsors "Rendezvous With Destiny: Battle
       for Supremacy" Heavyweight Boxing Extravaganza at New York's Famed Madison Square Garden
      November 15, 2004: Image Innovations Holdings Inc. Files SEC form 10QSB, Quarterly Report
      November 3, 2004: Image Innovations Holdings Inc. Inks Six Painting Deal With Acclaimed
       Artist James Fiorentino
      October 26, 2004: Image Innovations Holdings Inc. Acquires Strategic Storage and Warehouse
       Facility
      October 14, 2004: Image Innovations Signs Exclusive Licensing Agreement to Produce
       Commemorative Coins and Other Products Based on the Breast Cancer Research Stamp Initiated
       by Acclaimed Physician Dr. Ernie Bodai
      October 5, 2004: Image Innovations Holdings Inc. Files SEC form 8-K, Entry Material
       Agreement, Financial Obligation Matter, Financial S
      October 5, 2004: "Joe Cool" Joins Image Innovations Sports & Entertainment's Growing Team of
       Living Sports Legends
      September 23, 2004: Image Innovations Holdings Inc. Files SEC form 8-K, Change in Directors or
       Principal Officers
      September 23, 2004: Image Innovations Appoints New Director
      September 21, 2004: Image Innovations Inc. Provides Officially Licensed NFL Merchandise to
       Leading National Retailer
      September 14, 2004: Image Innovations Sports & Entertainment Inc. Acquires LeRoy Neiman
       Posters of Legendary Larry Holmes Heavyweight Bouts
      September 7, 2004: Image Innovations Holdings Inc. Files SEC form 8-K, Change in Directors
      September 7, 2004: Image Innovations Appoints NBC's Political Analyst as Director
      August 30, 2004: Image Innovations Sports & Entertainment Scores a “Knock Out” with Boxing
       Legend Muhammad Ali
      July 19, 2004: Image Innovations Sports & Entertainment introduces limited edition print of the
       legendary Arnold Palmer
      July 24, 2004: Image Innovations Holdings Inc. reports second quarter 2004 results


Image Innovations Holdings Inc.
Officers & Directors

Rudy Riska Director & CEO - Mr. Riska will join the Company on January 1, 2005. Following a tour of
duty with the US Army he went on to play with The New York Yankees organization for four years.
Following his baseball career he began his employment for The Downtown Athletic Club within their
athletic department. He eventually went on to serve as Athletic Director of The Downtown Athletic Club,
the same post that had been served by John Heisman himself. Notably, Riska had the honor of being The
Executive Director of the National Association of Club Athletic Directors of America. Riska will remain
Director Emeritus to The Heisman Foundation and its many charitable youth programs.

Derick Sinclair, Director & CFO – In 1985, Derick joined BC Rail, Canada’s third largest railway
company as a treasury analyst. He advanced through BC Rail’s finance department before his appointment
in 1996 as VP Finance of Westel, BC Rail’s telecommunications subsidiary. In 1998, RSL
                                                         4
Communications acquired Westel and appointed Derick CFO of their Canadian operations. He joined
Image Innovations in 2003 following the sale of RSL Communications.

Michael Radcliffe, Director – Michael has more than 15 years experience in the sports and entertainment
markets. During his tenure as CEO of several private companies he developed and launched a number of
innovative products and built significant relationships within the industry. Michael is COO of Image
Sports & Entertainment.

David Whittle, Director & Chairman of the Audit Committee - David is a Canadian-qualified
Chartered Accountant, and is an experienced senior management executive having held positions as
President/CEO, CFO and outside director in both private and public companies.

Jack Jacobs, Director & Chairman of the Corporate Governance Committee - Since June 1996, Mr.
Jacobs has been a principal of The Fitzroy Group, a firm that specializes in the development of residential
real estate in London, England. Since October 2001, Mr. Jacobs has also served as an on-camera military
and political analyst for NBC News. Mr. Jacobs received a Bachelor’s degree and Master’s degree from
Rutgers University. He is a trustee of Aegis Investments. Mr. Jacobs received three bronze stars, two
Silver Stars and the Congressional Medal of Honor for his service in the U.S. Army.

Arthur Gononsky, Director & Chairman of the Compensation Committee - Since January 1994, Mr.
Gononsky has been the President and Chairman of the Board of Directors of Cementex Latex Corporation,
a New York company which imports and compounds natural latex and distributes polyurenthane and
silicone rubber compounds. Since January 1994, he has also been the President and Chairman of the
Board of Directors of Standard Screen Supply Corporation, a New York company which manufactures
screen printing supplies. Mr. Gononsky has also been the President and Chairman of the Board of
Directors of Active Process Supply Co., Inc., a New York company which imports and distributes bolting
cloth and stencil silk. Mr. Gononsky received his Bachelor’s degree from Yeshiva University and his
Master’s degree from New York University.

James J Armenakis, Director – James is an attorney admitted to the practice of law in the states of New
York and South Carolina. He is a graduate of NYU where he received an LLM in International Law. He
specializes in international transactions, litigation, mergers and acquisitions and complex transactional
negotiations and real estate transactions.

Alain Kardos, Director – In addition to his senior executive careers with Nortel and Wang, Mr. Kardos
was a co-founder of Kardos Long Inc. a sports promotion and marketing company responsible for
promoting Grand Prix racing in America.


Image Innovations Sports & Entertainment Inc.
Officers & Directors

Michael J. Radcliffe - COO, Director
See biography above

Derick Sinclair – CFO, Director
See biography above

                                                           5
Dennis Radcliffe – Special Events Director, Director
Dennis has 15 years experience in the sports and entertainment industry. He heads and overseas the
operation of all major sports and charity auctions that take place. He is in charge of the ordering process
and the coordinating of signings with athletes, entertainers, artists etc. Currently he is working with a world
known pop artist in bringing his art to the Home Shopping Networks and major wholesale shopping clubs.

Ken Radcliffe – Sales Director, Director
Ken Radcliffe has been involved in the Sports and Entertainment field for over 12 years, including a small
hiatus during try-outs for the Florida Marlins in 1994. Ken has been instrumental in developing the high-
end sports memorabilia industry by introducing quality products to the cruise ship industry, casinos, and
major upscale charity events. Among prime clients are Aramark, Center Plate, Costco, and J.C. Penny - to
name a few. Ken has coordinated signings and media events many for athletes including Alex Rodriguez,
Mark Martin and Joe Montana.

Carlo Beninati – Artist, Creative Director
Artist Carlo Beninati is dedicated to documenting the history of human accomplishment – remarkable
people, historical events, and the wonders of the world - through innovative fine art. His reputation and
prestigious client list speaks volumes about a lifetime of dedication to excellence in every aspect of his
work. Few artists can boast a client list equal to his.

Mr. Beninati has been commissioned by Fortune 500 companies, political, entertainment, and sports
personalities. His work has also been included in prestigious public and private collections and is
prominently displayed by collectors, galleries, and museums worldwide.

He has produced incredible works of art to celebrate some of the greatest legends of our time including
Michael Jordan, Tiger Woods, Joe DiMaggio, Ted Williams, Mickey Mantle, Stan Musial, Hank Aaron,
Willy Mays, Mario Andretti, Joe Montana, Dan Marino, Frank Sinatra, and many others. Examples of his
work include portraits ranging in mediums from charcoal to oil some of which can be seen as fine art
limited edition prints.


Image Innovations Inc.
Officers & Directors

Michael Slater - COO, Director
Michael possesses many years of extensive retail sales experience at a senior management level. Prior to
joining Image Innovations Inc., Michael was National Sales Manager for one of the largest moulding
companies in BC Canada, where he was instrumental in establishing strategic alliances in the US market.
Michael helped develop and launch Mortgage.com, a publicly traded Company, while National Sales
Director for Vered Real Estate S.A.

Derick Sinclair – CFO, Director
See biography




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Image Innovations Holdings Inc.
Advisory Board

To enhance the management team’s depth and breadth of industry contacts, the Company has established
an advisory board consisting of well-know industry players. Listed below are some of the individuals
currently on the Company’s advisory board:

Larry Holmes – record 44 knockouts, places him among boxing’s elite. Larry won 48 consecutive bouts
and has the longest heavyweight reign in boxing history from 1978 – 1985.
Gerry Cooney – was a heavyweight title contender against Larry Holmes in 1982, although defeated he
ended his career with a 28 –3 record. Gerry founded FIST (Fighters Initiative for Support and Training) a
non-profit organization dedicated to helping retired boxers re-enter mainstream life.
“Rollie” Fingers – was a legendary relief pitcher for the Oakland A’s, the San Diego Padres and the Saint
Louis Cardinals. Fingers was inducted into the Baseball Hall of Fame in 1992 with a career 341 saves and
he is a winner of the prestigious Cy Young Award.
Dave Kingman - Known throughout his career as “Skyking” and “Kong” for his trademark tape measure
homeruns Kingman played 16 seasons with the Giants, Mets, Padres, Angels, Yankees, Cubs and A’s.
Dave won the National League Home Run crown in 1979 and 1982.
Debbie Meyer – in 1972 was the first woman to win gold medals in three individual swimming events in
the Olympics. Since her retirement one of Debbie’s priorities has been working with young people.
George Gervin – is the greatest player in the history of the San Antonio Spurs franchise. In his 12 year
career with the Spurs, Gervin scored 23,602 points and holds virtually every club scoring record. Gervin
was an ABA All Star three times and an NBA All Star nine consecutive times.
Ken Danekyo - appeared in 1,283 career regular-season National Hockey League games and won three
Stanley Cups with the New Jersey Devils. His games-played total is the most in team history and ranks
35th in league history.


Pending Developments

American Stock Exchange:
Image Innovations Holdings, Inc. has applied to the American Stock Exchange. The company has obtained
verbal approval, with written acceptance to follow.

United States Postal Service:
The USPS has made a significant contribution to breast cancer awareness in the United States through
sales of a breast cancer stamp. To date the USPS has sold 600 million stamps and raised over $40 million
for breast cancer programs. The Image Group expects to finalize an agreement with USPS in early 2005
and become the official designer for USPS endorsed stamps and accessories (posters, pins, mugs, bracelets
etc.) related to breast cancer awareness programs.

TITLE-4-ART and TITLE-4-SPORTS:
Image Group has developed a process to issue a registered title to owners of fine art and memorabilia.
Image has patents pending on the TITLE-4-ART and TITLE-4-SPORTS process. Image has received
                                                           7
approval from Princess Cruise Line to register titles for all art and sports memorabilia sold on their ships.
Princess has estimated that they will register approximately 150,000 titles with Image in 2005 generating
between $4 and $6 million of revenues. Image believes that they will be able to market this concept not
only to the ships within our distribution network but to all channels retailing fine art and memorabilia.

Sports Marketing and Managing:
Image has recently formed a sports marketing and managing company. Our first contract will be an
exclusive 3 year agreement with NFL great Peyton Manning. Through the relationships developed in our
sports and entertainment business, Image identified a niche market that will provide additional revenues to
our celebrities while at the same time providing a marketing tool in our distribution network (for example
we have proven that sales at onboard auctions increase significantly when the celebrity is present). Image is
in a unique position and has created a business opportunity to provide these services.

Other:
Upon formal execution of the Peyton Manning Endorsement and Autograph Agreement, both Peyton
Manning, along with legendary great Archie Manning, will be joining the Advisory Board of Image
Innovations Holdings.

Image Innovations Holdings Inc. has signed a non-binding letter of intent to purchase a major fine art
wholesaler and framing business. Image is completing its due diligence in order to finalize the agreement.


Financial Plan

The following provides an overview of the financial strategies the Company is currently employing and
assumes the funding indicated is provided.
Making forward projections for any marketplace is always difficult. The forecasts included in this section
of the document are conservative while giving consideration to the projects with the highest degree of
success and is considered to represent the likely financial results. An Appendix I has been attached to give
the reader a look at a conservative forecast.
Note that the financing costs associated with raising the $10 million are described below but have not been
included in financial forecasts.
    o   The Company entered into an investment banking agreement with J Giordano Securities Group
        (“JGSG”) whereby the Company will pay JGSG: 6% of the transaction amount; and upon the
        closing of the sale of securities, the Company shall issue to JGSG warrants to purchase the same
        securities of the Company in an amount equal to 10% to be priced on the same terms as the
        Investors.
        Should the $10 million be raised JGSG will receive $600,000 in cash and 100,000 warrants
        expiring in 5 years with a conversion price set at 15 times actual FY2005 net income with a floor
        price of $5 per share and a ceiling of $7.
    o   Legal and accounting fees associated with this financing are estimated to be approximately
        $30,000.

Revenue projections:
2005 revenue forecast is based on continued development of our artwork collectables business and
development of new opportunities that have been presented to our company through its existing network.
                                                             8
The artwork collectables business will generate revenues of $26.5 million in 2005 as follows:
   o $1.75 million will be generated from the sale of 2004 inventory.
   o $15 million from new projects. The management of Image Sports & Entertainment has identified
        32 projects for 2005 that are expected to generate $30.5 million in revenues of which $15 million
        will be earned in 2005 and the remainder earned as the inventory created is sold in subsequent
        years. Each project has been assigned a start date and an expected sales period consisting of initial
        sales and balance of sales. Sales are dependent on the “popularity” of the athlete/entertainer as
        determined by management at Image Sports. As an example Lance Armstrong is projected to be
        completed in October and all items will be sold within 3 months i.e. there is no carry-over to 2006.
        Similarly LaBron James is expected to be completed in March and 50% will be sold in 6 months
        (March 05-August 05) and the remaining 50% will be sold in the following 12 months (Sept 05-
        Aug 06) which will result in carry-over revenues of $116,000 into 2006.
        Included in the projects identified for 2005 is the Peyton Manning endorsement and autograph
        project. The project will begin generating revenues as soon as the contract is signed. We expect
        to sign before the end of 2004, but are depending on receiving funding from this financing. The
        football season and the Super Bowl will cause some seasonality to how these revenues are earned.
        The project has the potential to generate $12 million in 2005. Approximately half of these
        revenues have been included in the 2005 forecast.
   o $9.75 million from the Livve-Breast Cancer project. The Livve-Breast Cancer project is expected
        to start in April and be fully operational in July generating $2 million per month. For forecasting
        purposes only, revenues have been capped at $1 million per month between May and October
        2005.
        There are 42,000 post offices throughout the United States. These post offices have sold 600
        million Livve-Breast Cancer stamps at an eight cent premium (i.e. 8 cents over the required
        postage). The Livve Licensing Group and the Post Office suggest that products associated with the
        stamp will enjoy similar success. Image has developed three products: a poster of a painting
        created by Carlo Beninati using the image on the stamp; a rubber wrist band, similar to the hugely
        successful Lance Armstrong yellow cancer wrist band: and a magnetic ribbon designed to be
        displayed on cars. The forecasted revenues are based on selling these products or similar popular
        products through the post office outlets which would require each outlet on average to buy less
        than $50 worth of product per month.

New opportunities will generate revenues of $3.45 million in 2005 as follows:
   o $1.95 million commission revenues from sales of Red Bull Energy Drink. Image Group has
      exclusive distribution rights for the vending machine market in colleges and universities, military
      installations, stadiums and arenas. The agreement is for five years with automatic renewals
      thereafter, and Image Group will receive $.10 for every can of Red Bull sold through its network.
      Image will not incur any costs for installation and maintenance of the machines. Image Innovations
      will provide the locations and RB Energy, LLC will provide the vending machines and stock, as
      well as servicing the equipment. 2005 revenues are based on an April start and ramping sales to
      the 3,000,000 cans per month by September 2005.
   o $1.5 million from the sale of Pain Goes. Image has an exclusive distribution agreement with The
      Quigley Corporation, the owner of Pain Goes. Quigley is traded on the NASDQ exchange under
      the symbol QGLY. Image will distribute Pain Goes, a topical pain relief spray, through its existing
      distribution channels. Quigley will reimburse Image for display and marketing costs. Image will
      run a marketing program that will have a popular NASCAR driver, who finished in the top 5 of
      the 2004 NASCAR Nextel Cup, endorse the product. The revenue projections are based on a
      February 2005 start and ramping sales to 30,000 units per month by 2007.
                                                            9
License and private label products will generate revenues of $1.72 million in 2005 as follows:
    o $1.52 million from the sale of licensed products. Image Innovations holds licenses with the NFL,
        Riddell, NHL, and MLB. During 2004 Image Innovations developed products and established a
        distribution system for those products and had limited success in reaching major retailers. Image
        Innovations will build on those successes.
    o $0.2 million from the sale of private label products. Image will develop private label products, an
        example of which is the RistWell, a beverage dispenser worn on the wrist and designed
        specifically for sportsmen and women or people on the go. Image has reached an agreement with
        the holder of the patent for exclusive worldwide rights to manufacture and distribute RistWell, and
        have preliminary estimates from manufacturers. RistWell is expected to generate $125,000 per
        month when in full operation. We have not selected a manufacturer and expect that the product
        will not be launched until the 3rd quarter of 2005.




                                                          10
Use of Proceeds:

                                                                         Dollar Amount
Create inventory for resale by Image Innovations Sports
                        $8,000,000
& Entertainment. Projects including Endorsement and
Autograph Agreement with Peyton Manning, Breast
cancer project with the Livve Licensing Group, and
signings with but not limited to Lance Armstrong, Mike
Piazza, Derick Jeter, Tiger Woods, Michael Jordan,
Barry Bonds, Dan Marino, Muhammed Ali, Tony                                $8,000,000
Stewart, and Kasey Kane.


Repay Coach Capital loan
                      $800,000
                                                                           $800,000

Working Capital        $1,200,000
                                                                           $1,200,000

Total                  $10,000,000
                                                                          $10,000,000



Capitalization:
Image Holdings has 50,000,000 authorized common shares par value $0.001 and 1,000,000 authorized
preferred shares par value $0.01.

Image Holdings has 24,910,000 common shares outstanding and no preferred shares outstanding at
December 21, 2004.

Image Holdings has issued 1,250,000 warrants with strike prices between $1.50 and $6.17 per share at
December 21, 2004.

Image Holdings has a stock option plan with 2,500,000 options available to be issued. At December 21,
2004 1,585,000 options have been granted, 15,000 have expired, and 995,703 have vested.




                                                          11
Income Statement - 2003 actual and 2004 Quarterly Outlook

Image Innovations Holdings Inc.
Proforma Consolidated Financial Statements
                                         2003            2004         2004         2004          2004
                                                         Actual       Actual       Actual       Outlook
                                        Actual            Q1           Q2           Q3            Q4
Revenues
     Fine Art & Collectables             n/a              174,115      712,575     2,057,133    3,000,000
      Livve - Breast Cancer Project      n/a                      -            -            -           -
     Sports Memorabilia & Assemblages    n/a                  -            -             -            -
Sports & Entertainment                   n/a              174,115      712,575     2,057,133    3,000,000

     Licensed Products                      -               6,853       25,783      240,697        48,345
     Private Label/Premium Products     101,743               -            -            -             -
     Red Bull/Quigley/RistWell              -                 -            -            -             -
Licensed Products                       101,743             6,853       25,783      240,697        48,345

 Total Revenues                         101,743           180,968      738,358     2,297,830    3,048,345


COS
     Fine Art & Collectables             n/a              114,661      401,963      792,620     1,560,000
     Livve - Breast Cancer Project       n/a                  -            -            -             -
     Sports Memorabilia & Assemblages    n/a                  -            -            -             -
Sports & Entertainment                   n/a              114,661      401,963      792,620     1,560,000
     Licensed Products                      -               3,051        8,350      153,866        16,366
     Private Label/Premium Products      54,768               -            -          1,427           -
     Red Bull/Quigley/RistWell              -                 -            -            -             -
Licensed Products                        54,768             3,051        8,350      155,293        16,366
COS                                      54,768           117,712      410,313      947,913     1,576,366

Gross Profit
     Fine Art & Collectables             n/a               59,454      310,612     1,264,513    1,440,000
     Livve - Breast Cancer Project       n/a                  -            -             -            -
     Title for Art & Sports              n/a                  -            -             -            -
Sports & Entertainment                   n/a               59,454      310,612     1,264,513    1,440,000
                                                              34%          44%           61%          48%
     Licensed Products                      -               3,802       17,433        86,831       31,979
     Private Label/Premium Products      46,975               -            -          (1,427)         -
     Red Bull/Quigley/RistWell              -                 -            -             -            -
Licensed Products                        46,975             3,802       17,433        85,404       31,979
                                                              55%          68%           35%          66%
Gross Profit                             46,975            63,256      328,045     1,349,917    1,471,979
GM%                                         46%               35%          44%           59%          48%

Overheads                               665,670           640,772      946,618     1,015,286      818,996
Overheads as % of revenues               n/a                354%         128%            44%          27%

Net Income/(Net Loss) before taxes      (618,695)        (577,516)    (618,573)     334,631       652,983
NI before taxes%                          n/a               -319%         -84%          15%           21%

Interest                                  n/a                 -         14,667       32,213        36,669
Taxes                                     n/a                 -            -            -             -
Net Income/(Net Loss)                   (618,695)        (577,516)    (633,240)     302,418       616,314
                                          n/a             n/a          n/a              13%           20%




                                                    12
Cash Flows & Balance Sheet - 2003 actual and 2004 Quarterly Outlook

 Image Innovations Holdings Inc.
 Proforma Consolidated Financial Statements
                                                          2003             2004          2004          2004          2004
                                                                           Actual        Actual        Actual       Outlook
                                                         Actual             Q1            Q2            Q3           Q4
Cash Flows
     Net Income                                          (516,952)          (577,516)     (633,240)      302,418      694,107
     Depreciation                                           1,342              1,213         2,409         3,704       11,430
     (Increase)/Decrease in Working Capital-Inventory    (182,204)            11,738      (281,253)     (137,732)    (796,712)
     (Increase)/Decrease in Working Capital                               (3,542,409)     (826,558)   (1,886,413)   1,148,612
                                                         (697,814)        (4,106,974)   (1,738,642)   (1,718,023)   1,057,437
Investing
      Capital expenditures                                (18,659)          (40,805)      (12,812)     (322,623)              0
                                                          (18,659)          (40,805)      (12,812)     (322,623)              0
Funding
     Debt                                                                           0   1,136,897     1,052,865      (665,000)
      Equity-Issue Common Shares                                            129,650           290           600               0
      Equity-Additional Paid up Capital                                   3,888,465       549,347     1,312,945               0
      Issue Common Shares                                   1,000
      Issue Common Shares for Debt                        900,000
      Cash received on acquisition of Image Holdings       14,623
      Demand Loan                                         175,704
                                                        1,091,327         4,018,115     1,686,534     2,366,410      (665,000)
                                                          374,854          (129,664)      (64,920)      325,764       392,437

Opening cash                                                   0            273,111       143,447        78,527       404,291
Closing Cash                                             374,854            143,447        78,527       404,291       796,728




Balance Sheet
Assets
     Cash                                                273,111            143,447        78,527       404,291       796,728
     A/R                                                  12,000            119,793       753,673     2,340,831     1,506,000
     Other current Assets                                      0             19,938        28,090        22,200        24,000
     Prepaids                                            135,554            346,474       671,267       691,436       538,704
     Inventory Licensed Products                               0             39,194       135,274       513,441       672,338
     Inventory Sport & Entertainment                           0          2,964,847     3,150,020     2,909,585     3,547,400
                                                         420,665          3,633,693     4,816,851     6,881,784     7,085,170

      Fixed Assets                                        17,317             56,909        67,312       386,231       374,801
                                                         437,982          3,690,602     4,884,163     7,268,015     7,459,971

Liabilities & Shareholders Equity
       A/P & Accrued Liabilities                          22,348            126,139       275,340       294,410       457,259
       Loans HE/Mtg/LOC                                  175,704              8,934       336,897     1,085,716     1,220,716
                                                         198,052            135,073       612,237     1,380,126     1,677,975

      Intercompany Debt                                        0                  0             0             0             0
                                                         198,052            135,073       612,237     1,380,126     1,677,975

Long Term Debt                                                                      0     800,000       800,000               0

Shareholders Equity
     Common Stock                                         19,370             24,020        24,310        24,910        24,910
     Additional Paid up Capital                          859,255          4,747,720     5,297,067     6,610,012     6,610,012

      R/E                                                (638,695)        (1,216,211)   (1,849,451)   (1,547,033)    (852,926)
                                                          239,930          3,555,529     3,471,926     5,087,889    5,781,996
                                                          437,982          3,690,602     4,884,163     7,268,015    7,459,971


                                                                     13
Pro Forma Income Statement - 2004 Outlook 2005-2007 Forecast
Management’s Base Scenario

 Image Innovations Holdings Inc.
 Proforma Consolidated Financial Statements

                                          2004           2005         2006         2007
                                         Outlook        Forecast     Forecast     Forecast
Revenues
     Fine Art & Collectables             5,943,823      16,000,000   18,000,000   26,400,000
      Livve - Breast Cancer Project            -         9,750,000   24,000,000   24,000,000
     Sports Memorabilia & Assemblages          -           750,000    1,200,000    1,440,000
Sports & Entertainment                   5,943,823      26,500,000   43,200,000   51,840,000

     Licensed Products                    321,678        1,521,400    3,055,900    5,268,494
     Private Label/Premium Products           -            200,000      300,000      375,000
     Red Bull/Quigley/RistWell                -          3,450,000    6,000,000    7,200,000
Licensed Products                         321,678        5,171,400    9,355,900   12,843,494

 Total Revenues                          6,265,501      31,671,400   52,555,900   64,683,494


COS
     Fine Art & Collectables             2,869,244       8,000,000    9,000,000   13,200,000
     Livve - Breast Cancer Project             -         4,875,000   12,000,000   12,000,000
     Sports Memorabilia & Assemblages          -           375,000      600,000      720,000
Sports & Entertainment                   2,869,244      13,250,000   21,600,000   25,920,000
     Licensed Products                     181,633       1,356,064    2,331,094    3,745,848
     Private Label/Premium Products          1,427          78,000      117,000      146,250
     Red Bull/Quigley/RistWell                 -         2,277,000    3,960,000    4,752,000
Licensed Products                          183,060       3,711,064    6,408,094    8,644,098
COS                                      3,052,304      16,961,064   28,008,094   34,564,098

Gross Profit
     Fine Art & Collectables             3,074,579       8,000,000    9,000,000   13,200,000
     Livve - Breast Cancer Project             -         4,875,000   12,000,000   12,000,000
     Title for Art & Sports                    -           375,000      600,000      720,000
Sports & Entertainment                   3,074,579      13,250,000   21,600,000   25,920,000
                                               52%             50%          50%          50%
     Licensed Products                     140,045         165,336      724,806    1,522,646
     Private Label/Premium Products         (1,427)        122,000      183,000      228,750
     Red Bull/Quigley/RistWell                   0       1,173,000    2,040,000    2,448,000
Licensed Products                          138,618       1,460,336    2,947,806    4,199,396
                                               43%             28%          32%          33%
Gross Profit                             3,213,197      14,710,336   24,547,806   30,119,396
GM%                                            51%             46%          47%          47%

Overheads                                3,343,879       6,403,280    9,520,080   10,565,520
Overheads as % of revenues                     53%             20%          18%          16%

Net Income/(Net Loss) before taxes        (130,682)      8,307,056   15,027,726   19,553,876
NI before taxes%                               -2%             26%          29%          30%

Interest                                    83,549         962,500    1,050,000    1,050,000
Taxes                                            0       3,733,887    6,027,258    8,013,199
Net Income/(Net Loss)                     (214,231)      3,610,669    7,950,468   10,490,677
                                               -3%             11%          15%          16%



                                                   14
Pro Forma Cash Flows & Balance Sheet - 2004 Outlook 2005-2007 Forecast
Management’s Base Scenario

 Image Innovations Holdings Inc.
 Proforma Consolidated Financial Statements

                                                          2004          2005             2006           2007
                                                         Outlook       Forecast         Forecast       Forecast
Cash Flows
      Net Income                                           (214,231)     3,610,669       7,950,468     10,490,677
      Depreciation                                           18,756         57,600          42,000         42,000
      (Increase)/Decrease in Working Capital-Inventory   (1,203,959)    (3,513,543)       (518,255)      (435,140)
      (Increase)/Decrease in Working Capital             (5,106,768)    (4,260,673)       (220,000)    (1,511,000)
                                                         (6,506,202)    (4,105,947)      7,254,213      8,586,537
Investing
      Capital expenditures                                (376,240)         (315,000)     (330,000)      (330,000)
                                                          (376,240)         (315,000)     (330,000)      (330,000)
Funding
     Debt                                                1,524,762     10,000,000                  0              0
      Equity-Issue Common Shares                           130,540                 0               0              0
      Equity-Additional Paid up Capital                  5,750,757                 0               0              0
      Issue Common Shares
      Issue Common Shares for Debt
      Cash received on acquisition of Image Holdings
      Demand Loan
                                                         7,406,059     10,000,000                0              0
                                                           523,617      5,579,053        6,924,213      8,256,537

Opening cash                                               273,111        796,728        6,375,781     13,299,994
Closing Cash                                               796,728      6,375,781       13,299,994     21,556,531




Balance Sheet
Assets
      Cash                                                 796,728      6,375,781       13,299,994     21,556,531
      A/R                                                1,506,000      6,379,000        6,627,000      8,168,000
      Other current Assets                                  24,000         24,000           24,000         24,000
      Prepaids                                             538,704        130,000          130,000        130,000
      Inventory Licensed Products                          672,338      1,333,281        1,851,536      2,286,676
      Inventory Sport & Entertainment                    3,547,400      6,400,000        6,400,000      6,400,000
                                                         7,085,170     20,642,062       28,332,530     38,565,207

      Fixed Assets                                         374,801        632,201          920,201      1,208,201
                                                         7,459,971     21,274,263       29,252,731     39,773,408

Liabilities & Shareholders Equity
        A/P & Accrued Liabilities                          457,259        660,882          688,882        718,882
        Loans HE/Mtg/LOC                                 1,220,716      1,220,716        1,220,716      1,220,716
                                                         1,677,975      1,881,598        1,909,598      1,939,598

      Intercompany Debt                                          0              0                0              0
                                                         1,677,975      1,881,598        1,909,598      1,939,598

Long Term Debt                                                         10,000,000       10,000,000     10,000,000

Shareholders Equity
      Common Stock                                          24,910         24,910           24,910         24,910
      Additional Paid up Capital                         6,610,012      6,610,012        6,610,012      6,610,012

      R/E                                                 (852,926)     2,757,743       10,708,211     21,198,888
                                                         5,781,996      9,392,665       17,343,133     27,833,810
                                                         7,459,971     21,274,263       29,252,731     39,773,408


                                                                       15
                                     APPENDIX I
    The following represents management’s 2005-2007 forecasts based on a conservative
                                      scenario.

This scenario takes management’s base and adjusts for the following:
    o Fine Art Wholesalers companies not acquired
    o The Livve-Breast Cancer project launch delayed to July and revenues are capped at $1 million/month.
        Each post office outlet generates average revenues of less than $25 per month.
    o Revenues from the Peyton Manning contract 33% of estimate.
    o Title 4 Art & Sports not launched.
    o Sports Marketing and Managing not launched.
    o Red Bull launch delayed to September.
    o Pain Goes launch delayed to July.




                                                         16
Pro Forma Income Statement - 2004 Outlook 2005-2007 Forecast
Management’s Conservative Scenario

 Image Innovations Holdings Inc.
 Proforma Consolidated Financial Statements

                                          2004         2005         2006         2007
                                         Outlook      Forecast     Forecast     Forecast
Revenues
     Fine Art & Collectables             5,943,823    14,200,000   17,711,527   26,053,832
      Livve - Breast Cancer Project            -       5,250,000   12,000,000   12,000,000
      Sports Memorabilia & Assemblages         -        750,000     1,200,000    1,440,000
     Title for Art & Sports                    -             -            -            -
     Personal Appearances                      -             -            -            -
     Fine Art Wholesalers                      -             -            -            -
Sports & Entertainment                   5,943,823    20,200,000   30,911,527   39,493,832

     Licensed Products                    321,678      1,521,400    3,055,900    5,268,494
     Private Label/Premium Products           -          200,000      300,000      375,000
     Red Bull/Quigley/RistWell                -        1,025,000    5,925,000    7,200,000
Licensed Products                         321,678      2,746,400    9,280,900   12,843,494

 Total Revenues                          6,265,501    22,946,400   40,192,427   52,337,326


COS
     Fine Art & Collectables             2,869,244     7,100,000    8,855,760   13,026,912
     Livve - Breast Cancer Project             -       2,625,000    6,000,000    6,000,000
     Sports Memorabilia & Assemblages          -         375,000      600,000      720,000
     Title for Art & Sports                    -             -            -            -
     Personal Appearances                      -             -            -            -
     Fine Art Wholesalers                      -             -            -            -
Sports & Entertainment                   2,869,244    10,100,000   15,455,760   19,746,912
     Licensed Products                     181,633     1,181,814    2,327,157    3,746,113
     Private Label/Premium Products          1,427        78,000      117,000      146,250
     Red Bull/Quigley/RistWell                 -         676,500    3,910,500    4,752,000
Licensed Products                          183,060     1,936,314    6,354,657    8,644,363
COS                                      3,052,304    12,036,314   21,810,417   28,391,275

Gross Profit
     Fine Art & Collectables             3,074,579     7,100,000    8,855,767   13,026,920
     Livve - Breast Cancer Project             -       2,625,000    6,000,000    6,000,000
     Sports Memorabilia & Assemblages          -         375,000      600,000      720,000
     Title for Art & Sports                    -             -            -            -
     Personal Appearances                      -             -            -            -
     Fine Art Wholesalers                      -             -            -            -
Sports & Entertainment                   3,074,579    10,100,000   15,455,767   19,746,920
                                               52%           50%          50%          50%
     Licensed Products                     140,045       339,586      728,743    1,522,381
     Private Label/Premium Products         (1,427)      122,000      183,000      228,750
     Red Bull/Quigley/RistWell                   0       348,500    2,014,500    2,448,000
Licensed Products                          138,618       810,086    2,926,243    4,199,131
                                               43%           29%          32%          33%
Gross Profit                             3,213,197    10,910,086   18,382,010   23,946,051
GM%                                            51%           48%          46%          46%

Overheads                                3,343,879     7,711,979   11,971,620   14,185,128
Overheads as % of revenues                     53%           34%          30%          27%

Net Income/(Net Loss) before taxes        (130,682)    3,198,107    6,410,390    9,760,923
NI before taxes%                               -2%           14%          16%          19%

Interest                                    83,549       962,500    1,050,000    1,050,000
Taxes                                            0     1,906,171    2,674,914    4,007,144
Net Income/(Net Loss)                     (214,231)      329,436    2,685,476    4,703,780
                                               -3%            1%           7%           9%


                                                        17
Pro Forma Cash Flows & Balance Sheet - 2004 Outlook 2005-2007 Forecast
Management’s Conservative Scenario

 Image Innovations Holdings Inc.
 Proforma Consolidated Financial Statements

                                                         2004          2005           2006           2007
                                                        Outlook       Forecast       Forecast       Forecast
Cash Flows
     Net Income                                           (214,231)      329,436      2,685,476      4,703,780
     Depreciation                                           18,756        57,600         42,000              0
     (Increase)/Decrease in Working Capital-Inventory   (1,203,959)   (2,117,793)      (515,067)      (434,344)
     (Increase)/Decrease in Working Capital             (5,241,768)   (2,234,673)      (710,000)    (1,504,000)
                                                        (6,641,202)   (3,965,430)     1,502,409      2,765,436
Investing
     Capital expenditures                                (376,240)      (315,000)      (330,000)      (330,000)
                                                         (376,240)      (315,000)      (330,000)      (330,000)
Funding
    Debt                                                1,390,362     10,000,000                0              0
      Equity-Issue Common Shares                        1,577,885                0              0              0
      Equity-Additional Paid up Capital                 4,437,812                0              0              0
      Issue Common Shares
      Issue Common Shares for Debt
      Cash received on acquisition of Image Holdings
      Demand Loan
                                                        7,406,059     10,000,000              0              0
                                                          388,617      5,719,570      1,172,409      2,435,436

Opening cash                                              273,111        661,728      6,381,298      7,553,706
Closing Cash                                              661,728      6,381,298      7,553,706      9,989,142




Balance Sheet
Assets
     Cash                                                 661,728      6,381,298      7,553,706      9,989,142
     A/R                                                1,506,000      4,351,000      5,091,000      6,625,000
     Other current Assets                                  24,000         24,000         24,000         24,000
     Prepaids                                             538,704        130,000        130,000        130,000
     Inventory Licensed Products                          672,338      1,337,531      1,852,598      2,286,942
     Inventory Sport & Entertainment                    3,547,400      5,000,000      5,000,000      5,000,000
                                                        6,950,170     17,223,829     19,651,304     24,055,084

      Fixed Assets                                        374,801        632,201        920,201      1,017,701
                                                        7,324,971     17,856,030     20,571,505     25,072,785

Liabilities & Shareholders Equity
       A/P & Accrued Liabilities                          457,259        658,882        688,882        718,882
       Loans HE/Mtg/LOC                                 1,085,716      1,085,716      1,085,716      1,085,716
                                                        1,542,975      1,744,598      1,774,598      1,804,598

      Intercompany Debt                                         0              0              0       (304,046)
                                                        1,542,975      1,744,598      1,774,598      1,500,552

Long Term Debt                                                        10,000,000     10,000,000     10,000,000

Shareholders Equity
     Common Stock                                          24,910         24,910         24,910         24,910
     Additional Paid up Capital                         6,610,012      6,610,012      6,610,012      6,610,012

      R/E                                                (852,926)      (523,490)     2,161,985      6,937,311
                                                        5,781,996      6,111,432      8,796,907     13,572,233
                                                        7,324,971     17,856,030     20,571,505     25,072,785




                                                                       18

				
DOCUMENT INFO
Description: Image Sports & Entertainment Corporate ProfileImage Group is led by experienced executives with broad business experience in developing new products and successfully creating new companies. The management team and directors have extensive contacts in the licensed products and celebrity art world, have managed multi-million dollar companies, and have successfully grown sales in highly competitive markets. To enhance the management team’s depth and breadth of industry contacts, the company has established an advisory board consisting of well-known industry players including: Gerry Cooney, Larry Holmes, Rollie Fingers, Dave Kingman, Debbie Meyer, George Gervin, Donald Trump, Moshe Malamud, Bruce Glatman, George Pataki and Ken Daneyko.