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Rainmaker Entertainment

Rainmaker Entertainment Inc. ("Rainmaker") is an industry leader in computer generated ("CG") animation of family entertainment, producing direct to DVD films, television programs and theatrical feature films. Rainmaker was originally established in 1993 as Mainframe Entertainment. Since that time it has used its unique production pipeline to create, produce and deliver 27 feature length films based on top international brands such as "Barbie", "Hot Wheels", "Spiderman", "Casper", "Popeye", "Tony Hawk", "Stuart Little" and "Inspector Gadget". Rainmaker is recognized as an industry pioneer for having developed the groundbreaking internationally distributed television series "ReBoot"™ and more than 280 half-hour programs of CG animated television including "Transformers: Beast Wars" and "Beast Machines", "Action Man", and "Heavy Gear". In its early years Rainmaker created, developed and produced the groundbreaking television series "ReBoot", the first CG animated series ever produced for television.

In its more recent history Rainmaker has been engaged primarily in work for hire productions for clients such as Mattel, Sony, Hasbro, and Lions Gate producing direct to DVD films, television programs and theatrical feature films. During the year ended December 31, 2007, Rainmaker continued to build its work for hire relationship with Mattel. We completed the production of "Barbie as the Island Princess" and commenced production of "Barbie and the Diamond Castle", the eighth film in the series starring "Barbie", one of the flagship properties of Mattel Inc. We also completed "Barbie Fairytopia: Mariposa" and "Max Steel: Dark Rival" for Mattel, each of which is the fourth film in the series to date.

Even though the primary focus has been on work for hire productions, Rainmaker continually looks for opportunities to either acquire distribution rights in select territories or to acquire, develop and produce proprietary productions such as the direct to DVD films "Tony Hawk: Boom Boom Sabotage", which was released in 2006 or "Scary Godmother: The Revenge of Jimmy", which was released in 2005 and is currently broadcast by YTV in Canada and cartoon Network in the United States.

In March 2007 we commenced production of our largest production to date when we began work on "Escape from Planet Earth", a $42 million budget feature length film for the Weinstein Company which is scheduled for completion in late 2009. We are also working on the production of "The Nutty Professor: Facing the Fear", starring the voice of Jerry Lewis, again for the Weinstein Company which is scheduled to be completed in April 2008.

Rainmaker has a small library of proprietary product and distribution rights which have been acquired over the years which we continue to exploit, principally through our distribution agent, Echo Bridge Entertainment. Revenue from distribution accounted for about 1% of animation revenue.

The work for hire production work has been the back bone of Rainmaker’s animation business for the past few years and it has allowed us to build a first class production facility, develop and hone our production pipeline and to hire a very talented and experienced work force.

Going forward, Rainmaker is looking at transitioning its work for hire business into the development of its own proprietary productions. This strategy will benefit Rainmaker in a number of ways, the first being that it will allow Rainmaker to control production timing to increase utilization of its work force, thereby decreasing down time, staff turnover, and recruiting costs. It will also decrease Rainmaker’s exposure to currency fluctuations and customer concentration risks. In the long run Rainmaker expects that these proprietary productions will build a library of significant value capable of generating revenue from a number of sources well into the future. The development and retention of a significant entertainment library is not possible operating a strictly work for hire business.

Rainmaker is planning to acquire and develop properties into 3D stereoscopic feature films for which it can build franchise brands that will allow for ancillary revenue streams from DVD/ Home Video, interactive video games, online and mobile viewing, merchandising, toys, music and publishing. Rainmaker will establish both financial and distribution partners that allow Rainmaker to control the underlying assets created and to share in all streams of revenue. The projects chosen will not only target the traditional family market for animation but also a wide range of genres and demographics. We are in the process of developing "Reboot", Rainmaker’s classic television series (which was the first CG television show in the world), as a feature length film and have acquired the film rights to "AT-43", one of the largest role playing games in Europe.

The 3D stereoscopic market has been identified in the feature film industry as the sector with the largest growth potential. The number of digital 3D screens world wide increased five fold in 2007 from approximately 250 to 1,300 and are expected to increase significantly over the next few years to 6,000 by 2009. The growth of this media is further demonstrated by the recent announcement that four major US studios (Disney, 20th Century Fox, Paramount, and Universal Pictures) will help finance the conversion of 10,000 theatre screens at a cost of $700 million to accommodate 3D films over the next 3 years.

With this increase in 3D screens will come an increased need for 3D product and the production process used to create animated products are very well suited to this format. Rainmaker believes that it can supply at least 2 animated feature length films per year at a price point well below that of the major studios who generally take two to three years to produce a film such as "Ratatouille". The recent success of stereoscopic films such as "Beowulf" released by Paramount and Disney’s "Hannah Montana & Miley Cyrus: Best of Both Worlds Concert" have only increased the excitement and interest in 3D films.


http://www.rainmaker.com