Introduction StartMotions is an earth-friendly, educational animation production studio.  StartMotions was born of the unexpected success of a 9-minute student film which has been shown to date at 12 international festivals and which received a 2003 CINE Award for “innovation and ingenuity in film.”  Now StartMotions aims to produce a new full length feature, entitled Two By Two, based on its critically acclaimed short film. Two By Two is a stop-motion animated movie portraying an epic flood through the eyes of more than 60 animals who find refuge aboard a drifting tree. The animation focuses primarily on individual animal stories, inviting the audience to experience each animal’s viewpoint as all the creatures struggle to find their place on the driftwood. When an intrusive human abruptly risks the delicate balance the animals have achieved, they flee the log, leaving the human to ponder a world without animals.  His attempts to gather them back aboard the allegorical ark fail, leading to the film’s dramatic epiphany. StartMotions already has reached audiences in Africa, Southeast Asia, Canada, Europe, and the U.S.  Our moral viewpoints have drawn attention from such entities as Moving Pictures Magazine and the National Resources Defense Council’s OnEarth Magazine.  StartMotions’ animation talents have earned commissions for animated PSAs from StopExtinction.org and Sustainable Harvest International.  And StartMotions’ earth-friendly initiatives convinced Paramount Pictures to include our fundraising greeting cards in their celebrity gift bags for the premiere of An Inconvenient Truth. Key Market Statistics The Top 5 animated films of 2006 grossed more than $2 billion (U.S. market).  Independent films grossed an average of $71 million (U.S.) in 2004, according to the latest available public statistics.  And independent films whose budgets are comparable to Two By Two grossed $36 million (U.S.), on average, according to those same 2004 statistics.  Net profits for independent films averaged $57 million (international) in 2004, while smaller budget films like Two By Two averaged $48 million net profits (international) in 2004.  Finally, the groundbreaking eco-documentary An Inconvenient Truth grossed $45 million ($24 million U.S.; $21 million international) in 2006. Market Strategy and Business Model StartMotions derives its unique viewability from a resourceful use of materials and ethical animation philosophy.  For example, most materials that form the sets, props, and creatures in Two By Two are without-cost-to-nature resources (found, reused, or donated) that, additionally, are at no cost in the production budget. Thus, StartMotions is able to leverage its environmentally sensitive production philosophy into extremely new and cost effective techniques in material usage, reinforcing and enhancing the Company’s distinctive animation style. StartMotions’ innovative filmmaking is sure to attract all sectors of the movie-going public.  While natural viewers include “Animal Lovers” and “Planet Passionates,” the charming animal creations, dramatic staging, and thoughtful plots from the award-winning minds at StartMotions readily appeal to a broad cross section of content consumers.  StartMotions is poised to assume a leadership position in the emerging eco-movement by providing earth friendly entertainment for viewers of all ages. StartMotions will pursue various output models for Two By Two, including a theatrical distribution deal (e.g., “Net Deal,” “Cost off the Top Deal” and or “Gross Deal”).  The Company hopes to achieve a distributor’s share of 45%, covering both retail video/DVD activity and rental activity.  The Company will also pursue a television deal to cover PPV, subscription and Free TV.  StartMotions will also seek appropriate merchandizing and licensing deals.  At present StartMotions cannot predict with certainty its final margin from any such arrangements. Funding At inception StartMotions was self-funded by its founder and chief animator, Emily Dodge.  The Company’s subsequent funding has come from commissions on visual productions, grants (John W. and Clara C. Higgins Foundation), web sales and fund-raising.  The Company intends to generate new income through production of short animations, PSAs and commercials for like-minded businesses and organizations.  In addition, StartMotions will realize theater, television and rental revenues, along with licensing and merchandise income associated with more than 30 unique products relating to the Company’s animations. Production Studio The Company has identified space of 22,500 sq. ft. directly below a film processing lab that has granted StartMotions a discount for special film treatments and exposures. This new production space and favorable processing arrangement will allow creation of about 18 minutes of animation per month. Competition No other animation production studio produces content with the type of look and application as StartMotions.  StartMotions is one of the few studios that still uses traditional (non-computer generated) animation techniques including stop-motion and puppets. The largest stop-motion animation company currently producing shorts and features is Aardman Animations, Ltd. (“Wallace and Gromit,” “Creature Comforts”). However, Aardman’s style consists of clay animation which noticeably differs from StartMotion’s stop-motion (puppet, cut-out, and drawn) form, which has the added advantage of being earth-friendly and thus increasingly attractive to audiences. Management Emily Dodge - Founder, Director, Animator.   Emily founded StartMotions shortly after graduating from the Rhode Island School of Design with a BFA in Film, Animation, and Video,  in 2003. Soon after, she worked on a “Little People” series animation for Mattel/Fisher Price.  After seeing the enormous waste and inefficiency of a regular animation studio, the mission of StartMotions was born, and Emily developed a “homemade,” detail-oriented animation style to complement the mission.  Emily’s continuous experimentation with material usage, already award winning in nature, is sure to lead StartMotions to the forefront of animated movie-making. Daniel Giannella - Art Director. Daniel’s design background at the Rhode Island School of Design has led him into various artistic fields, including film and animation. He was recently the Production Designer and Art Director for CT Pictures L.L.C.. His work there included two New Balance spec commercials and two short 35mm films. Daniel has been working with Emily Dodge on StartMotions since its inception and will continue to help create the worlds and stories that make StartMotions come to life. Financing Sought $1.7 million Use of Proceeds •Movie Production (Two By Two) •Distribution Output Acquisition •12 months operation This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.  Potential participants must represent to StartMotions they are "accredited investors" which means, among other things, income of $200,000 per year in each of the last two years or net worth--including one's home--greater than $1,000,000.  Such representation is necessary so that, if necessary, StartMotions can maintain its private offering exemption under federal and state securities laws. BY ACCEPTING DELIVERY OF A PRIVATE PLACEMENT MEMORANDUM or associated documents, RECIPIENT AGREES NOT TO REPRODUCE OR DISCLOSE ANY CONTENTS TO ANY PERSON WITHOUT PRIOR WRITTEN CONSENT OF Startmotions.