SmartVideo Technologies, Inc. (SmartVideo), incorporated in 1984, is a provider of video content distribution services and technology. The Company is in the business of purchasing the rights to video/television content and delivering that video content to subscribers for a fee. In January 2005, the Company launched its direct-to-consumer mobile video service. SmartVideo provides its customers with access to video programming that is transmitted directly to its customers' SmartPhone cellular handsets and to wireless fidelity (Wi-Fi)-enabled personal digital assistant (PDA) devices. The Company provides demonstration accounts to viewers in more than 75 countries, operating on more than 200 carriers. SmartVideo licenses the distribution rights on either a fixed-fee, per-subscriber, per-month basis or on a revenue-sharing basis. These license fees are payable to the content owners, producers or distributors for each respective channel. During the year ended December 31, 2005, the majority of the Company's revenue came from a per-subscriber, per-month, fixed-fee arrangement. The Company delivers its subscribers video content, such as ABC News Now, ABC News, CNBC, MSNBC, NBC Mobile, The Weather Channel Live, The Weather Channel Local & Regional Forecast, Court TV, FOX Sports, Vegas Sports, DIC Cartoons, E! Entertainment, Fun Little Movies, IFILM, Professional Championship Wrestling and Rascals Comedy Classics. It has also obtained the necessary rights, and anticipates including video content, such as BMANIA, CHRONICLE, COLOURS, PUMA TV, TV SUPERSTORE, Gospel Music Television, 3ABN, BYU, Daystar Television Network, Golden Eagle Broadcasting, INSP, JCTV, NuGospel Broadcasting, TBN, The Church Channel, FAMILYNET, CINE MEXICANO, LTV (LATIN TV), TBN, ENLACE USA, TV CHILE, TV COLOMBIA and VIDAVISION. As of March 1, 2006, SmartVideo had approximately 2,500 subscribers for all its subscription packages. Additionally, it had approximately 1,500 non-paying trial subscribers. These numbers are indicative of insufficient funding for deployment of all the content channels, for which the Company has obtained rights; insufficient funding to develop and support distribution programs, and insufficient financial support for marketing resources.

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