COMPANY PROFILE AS OF OCTOBER 7, 2003 -  VOLUME 36  ISSUE VI

Viastar Holdings, Inc.

Special Situation
(OTC BB: VISH)

BUSINESS SUMMARY:

Viastar Holdings, Inc. (OTC BB:  VISH) is engaged in development, production and distribution of entertainment related media for film, television, music and publishing interests. The Company's portfolio currently includes ownership of Electric Kingdom Distribution, A.V.O. Studios, Moving Pictures International, Viastar Records, Viastar Pictures, Viastar Home Entertainment, and Quadra Records.

Viastar’s vertically integrated infrastructure makes it one of a few companies in the world having full capacity to produce, develop, and distribute films, videos, and music to millions of global consumers. This unique infrastructure provides VISH with major economies of scale, allowing the Company to maintain a minimum of twice the gross profit margins of its competitors.

Like Industry Leaders Sony, Universal, and Warner Bros., Viastar boasts a powerful in-house arsenal that includes:

§         An aggressive product development division for music, film and television

§         An international distribution network of major retail chains, servicing more than 20,000 retail locations worldwide

§         A complete state-of-the-art marketing, promotions & publishing department

§         An exceptional, well-connected, and talented management team, who will maximize the Company’s growth strategies.

The Company is thus poised for huge revenue growth in the multi-billion dollar entertainment industry, essentially qualifying as a “major independent”. 

ECONOMIES OF SCALE POSITION VISH FOR 

SIGNIFICANT GROWTH IN NET EARNINGS

Viastar is driven by margins, NOT market share. This is a simple, yet powerful premise which, we believe, will be a major factor insuring great financial success for this company and its shareholders. The Company can assure profitable releases without having to consistently strive for “million unit home-runs”!  Hundreds of established artists who no longer command the high unit number of sales required by the majors’ labels, but who still have significant market awareness and customer loyalty, will be attracted to these economies through unheard of royalty participation. With Viastar, the artists’ bottom line is more than double what they can expect from a major label.  This will keep the talent pipeline open to Viastar, providing the company with a major advantage over its competitors for sustained growth and allowing for continually increasing in-house intellectual property development.

VERTICALLY INTEGRATED INFRASTRUCTURE MAXIMIZES REVENUE

Viastar’s business model mirrors that of the most successful wholesalers, manufacturers, and retailers of the past 20 years.

This powerful business and growth strategy is simple:

1.      Own the product

2.      Have the infrastructure to produce and market the product

3.      Own the distribution “pipeline” to place the product directly in consumers’ hands

Viastar’s “one stop shop” infrastructure insures that their margins per unit exceed that of their competitors by 200% - 300%!

The Company has state-of-the-art sound and video production facilities, an established distribution system and an exceptional management team with major credentials.

POWERFUL DISTRIBUTION NETWORK GIVES VISH 

A UNIQUE ADVANTAGE

Viastar’s distribution power sets it apart from other media companies and gives it the unique ability to place its product and the product of its content partners directly at the fingertips of millions of global consumers.

Distribution is the heart of the media sales and the marketing process that exists between production companies and the international retailers, through on-line services, and brick and mortar retailers. The primary mission of Viastar’s Electric Kingdom Distribution is to create demand and provide supply. Their Electric Kingdom Distribution division (“EKD”) is also responsible for fulfillment of both physical and digital product. As an integral element of Viastar, the distribution division facilitates all label credits, collection and cash flow. In the U.S and overseas, EKD supports Music, Games, Software, DVD, and written word products. EKD also handles distribution and sales for Viastar’s diverse roster of labels as well as a wide variety client labels.

Electric Kingdom Distribution’s coverage includes over 20,000 retailers nationwide with direct fulfillment to retail chains such as:  Tower Records, Wal-Mart, Virgin Mega Stores, HMV, Blockbuster, Musicland, Sam Goody, MediaPlay, Wherehouse, Best Buy, Camelot, Barnes & Noble, Borders, Record Town, Strawberries, Coconuts, For Your Entertainment (FYE), Transworld, Specs, Peaches, Plan 9, Hastings, Music Millennium and thousands of other independent music retailers. 

In addition, EKD's customers include all key one-stops such as: AEC, Super D, Norwalk, Galaxy and Baker & Taylor Entertainment. These one-stop distribution accounts are key in servicing smaller stores, remote locations and secondary markets.

As part of EKD’s service package to vendor labels and retail accounts, EKD offers marketing services which support radio, touring and publicity and with retail p.o.p. programs. These initiatives brand the artist, the label and EKD / Viastar.

EKD is a member of NARM (National Association of Record Merchandisers) and AFIM (Association For Independent Music). Its labels are all members of the industry associations including NARAS (aka Grammys).

With numerous awards and world-class artist rosters to its credit, Viastar and its label affiliates expect to establish a significant role in the new look of the music industry over the next decade. Much of the business program for Viastar is built on being in position to offer an enhanced entertainment value for consumers of music, audio books and DVDs.

VIASTAR’S MUSIC GROUP WILL CONTRIBUTE TO

 SUBSTANTIAL REVENUE GROWTH

Viastar has both a unique strength and a legacy of music that flows from a diverse family of record labels which include: Fahrenheit Records, Celsius, Circadian, Finer Arts Classical, Horizon Music, Accurate Records, Sefarad Records, Synergy Music Group, Music City Records, Sunbird Records, Truart Records, Flightzone Records, Light of the Spirit Records, Viastar Records, Viastar Classical, Branded Trax,  and Quadra Records.

Artists marketed by Viastar through the label / distribution group include:  Willie Nelson, Tim Weisberg, David Benoit, Roy Clark, Above the Clouds with Michael McDonald, Bobby Vee, Kenny Rankin, The St. Petersburg Philharmonic, The London Philharmonic, Moscow String Quartet, Ekaterinburg Classical Trio, Sam Harris, Andreas Klein, Stepfanie Kramer, Cliff Richard, Opie Gone Bad, Sister Sledge, Vespertina, Khani Cole, Above the Cloud, Tony Guerrero, Ed Hamilton, Images, Gregg Karukas, Jeff Kashiwa, Roy Meriwether, Dean Peer, Kim Pensyl, Charley Pride, Erotic Liquid Culture and The Elliots.

FILM AND TELEVISION – VERY POSITIVE OUTLOOK

Viastar is engaged in the development of Intellectual Properties for Film and Television, which will see a significant part of their delivery to the end user facilitated by Viastar’s exclusive distribution pipeline. By closing the circle from production to delivery; the intellectual properties created and distributed by Viastar will significantly increase the Company’s net revenues and assure control on the most profitable aspect of this industry model. 

Currently, Viastar is in the process of consolidating all of their film and production interests into more efficient home video and pictures units to be renamed Viastar Pictures and Viastar Home Entertainment..

A.V.O. STUDIOS – ACOUSTIC EXCELLENCE!

A.V.O. Studios, a wholly own subsidiary of Viastar, is designed for acoustic excellence. A.V.O.’s main control room features a 104 input Euphonix CS 3000 console with mixview platform total recall automation capable of handling all of the attributes of audio postproduction for even the largest feature film release. Sound design, sequencing and development are handled by our legendary Synclavier Tapeless Studio™ systems, the very same technology that has become the standard for feature films such as Titanic, Star Wars and Jurassic Park. This technology allows A.V.O. the ability to bring the same Oscar winning sound to commercials, television and web development projects. Digital audio networking services offer our productions the opportunity to work both on and off-line as well as on and off-site to better move through the complex production process. The studio is fully compatible with all of the standard audio output formats available today including a complete 5.1 digital surround multi-track output.

A.V.O. offers its clients the following: production services: music supervision, project coordination and management, talent coordination, composition, arranging, sequencing, complete audio postproduction including sound design, sound FX design, Foley, sound to picture lay-back and music editorial for any medium as well as ADR audio engineering services.  Additionally, A.V.O. offers complete tracking/mixing facilities for all output mediums, stereo, surround, 5.1. Dialog editing, pre-lay for mixing for TV, film, music, interactive media DVD VO/Foley/ADR/Walla recording, M&E re-mixing for foreign distribution, CD ROM compression technologies for all output mediums and hi speed digital networking service for remote sample accurate audio.

MOVING PICTURES INTERNATIONAL LTD. 

– LEADING ENTERTAINMENT NEWS MAGAZINE

Moving Pictures International Ltd, is a leading entertainment news magazine established in 1990. The company operates very specifically in the film business-to-business publishing sector, specializing in daily publishing at festivals and markets. Moving Pictures is an established brand within the media. It has the respect of the industry for its strong news quotient and incisive features delivered with an independent voice that sets it apart from the other more staid trade papers.  It is a market leader in this field, currently publishing dailies and previews of the Berlin, American Film Market, Cannes, Moscow, London and Milan film trade fairs as well as the television markets of Mipcom and MipTV.

On August 28, 2003, Viastar announced the formation of Moving Pictures International's strong Hollywood presence and expanded their Los Angeles office by naming Liza Foreman, formerly with Variety, their U.S. Editor. Moving Pictures will dramatically expand their content and circulation in Hollywood, Europe, New York and Canada.

The U.S. offices house both an impressive editorial team and advertising department, which will nurture long-standing industry relationships and tackle the U.S. consumer market while boosting revenue. This  focus on the U.S. market completes Moving Picture's plan to become the resource for industry professionals and aficionados alike and will allow the Company  to better represent the world film industry as well as enhance their content and coverage of Hollywood, New York and Canada.''

On the heels of the recent acquisition of Moving Pictures by Viastar Holdings, and with the expansion of the London office, Moving Pictures International increased the distribution of their Moving Pictures Summer Issue (U.S. $7.50) and International Film Festival Guide (U.S. $25) in Los Angeles and will create a monthly film and entertainment trade and consumer crossover publication, which will become their core publishing concern in early 2004. Circulation of the monthly publication will include the major U.S. and European industry markets.

Known for their coverage on international film festivals and markets, Moving Pictures will form a Custom Publishing Group that will take on the creation and publication of their festival previews, dailies and special industry guides. Publications like the Cannes Preview, Cannes Dailies, the International Film Festival Guide, the Film Finance Guide, the MIFED Preview, the MIFED Dailies, to name a few, will be more powerful than ever with expanded coverage of the markets, increased distribution, and cutting-edge editorial. The Group will build a client-base of industry custom publications and cultivate major publishing deals.

On September 28, 2003 Moving Pictures announced that they had exceeded revenue projections for their Summer Issue and their International Film Festivals Guide. With the recent reorganization of Moving Pictures and the addition of London and Los Angeles based Advertising personnel, revenues increased  by 48 percent from original projections for these issues.

FUTURE PLANS AND FINANCIAL FORECASTS

Viastar’s fiscal year ends June 30^th and revenues are now starting to accelerate as the Company implements its business strategies.  Currently revenues are running at about a $1 million annualized rate, but we feel it is reasonable to expect that for their fiscal year ending June 30, 2004, Viastar’s gross revenues will exceed $3.5 million with substantial increases in the following fiscal year (FY ending 2005) and beyond.  Additionally and importantly, in 2004 Viastar will be seeking to qualify for listing on the American Stock Exchange, which we would view as extremely positive.

EXCEPTIONAL & WELL-CONNECTED MANAGEMENT TEAM HAS THE NECESSARY CREDENTIALS AND FOCUS FOR MAJOR SUCCESS

We feel very strongly that Viastar’s professional management team will lead this company to significant success.  This incredible team has major in-depth successful experience and a proven track record in the entertainment industry and is totally committed to growing VISH into a substantial and dynamic company.  

OFFICERS & DIRECTORS

John D.  Aquilino -    President, Chief Executive Officer, Treasurer and Director Mr. Aquilino brings twenty years of direct music industry experience that includes performance, production, engineering, and technology development. Mr. Aquilino has been a featured speaker, lecturer, and key round-table member at music industry functions around the world with regard to digital content security and standards in recording quality. He is considered one of the leading authorities on CD audio copy protection, and is a popular guest on business and technology television & cable news shows and online industry-related functions.

Prior to his departure in 2001, Mr. Aquilino most recently was a founding partner of SunnComm, Inc. a publicly traded technology company (OTC: SUNX) – one of the top developers of digital security technologies - and served as Chairman and Chief Technology Officer where he designed, developed, and deployed the company’s key digital security products.  Prior to SunnComm Inc., Mr. Aquilino enjoyed a variety of positions within the music industry including Artists Production and Development for Capitol Records, EMI Records, Atlantic Records.  Mr. Aquilino’s affiliations include: Capitol Records, EMI International, Universal Music Group, Universal Music Publishing AOL/Time Warner, BMG, Sonopress, SunnComm Inc., Microsoft, Macrovision Corporation, America West Airlines, Litton Electron Devices ST Micro, DCA, and Eclipse Data Technologies. He has worked directly with name Artists who include: Frank Sinatra, Gladys Knight, Stevie Wonder, Billy Squire, and Quiet Riot. In addition, Mr. Aquilino was a founding member of Capitol Recording Artists “Icon”, a group that enjoyed a 10 year career, where he wrote, recorded, and toured the world.

Gennaro Buonocore  -    Chairman of the Board and Director

Mr. Buonocore has a long history in the structuring and distribution of capital market products. Firstly, as the Manager of the Italian Securities Department of Liberty Eurobrokers, in the United Kingdom , then as Director in charge of fixed income sales to Europe at Smith Barney Shearson. He subsequently obtained Directorships at Yamaichi International (Europe) Limited , Dresdner Kleinwort Benson as Head of Italian institutional distribution, and at IBJ International (Industrial Bank of Japan)., where he was responsible for global markets distribution to Southern Europe.   Mr. Buonocore’s last experience in banking was as a Partner in Bracken Partners a private equity firm based in London that has invested in approximately twenty-seven companies.   He has a BA Hons. from the European Business School in London and an MA in Finance from Webster University.

George J. Malasek - Chief Financial Officer and Director

George Malasek, served as Chief Executive Officer, President and Chairman of the Board from July 2001 – July 2003.  Mr. George Malasek, in addition is a founder and former Managing Director of Pacific Crest Equity Partners, Inc. an international merchant banking firm. Mr. Malasek through this company and its predecessor has been providing consulting services to numerous public companies investment banks and private funds, encompassing the years 1995 through present day. Mr. Malasek is a seasoned financial professional, raised in Munich, Germany and educated in the United States and holds a degree in International Business. During his extensive career, Mr. Malasek has concentrated in corporate finance, capital markets, mergers & acquisitions and international trade and finance. Mr. Malasek has been a senior member of a corporate finance buyout, corporate valuation and financing firm

.

Richard L. Brooks -  Secretary, Senior Vice President,  Director,  and General Counsel

Mr. Brooks brings to Viastar more than twenty-five years of sophisticated legal experience, acquired largely in the representation of private and public corporations in both state and federal trial and appellate courts.   Mr. Brooks graduated cum laude from Franklin & Marshall College, and from Villanova University School of Law where he served as an Editor of the Law Review.   He subsequently served as a trial attorney with the National Labor Relations Board in the Eastern District of New York; as both a trial and appellate attorney with the Office of the Board’s General Counsel in Washington, D.C.; and as a law clerk to a distinguished U.S. District Court Judge in Houston, Texas.  Mr. Brooks subsequently spent several years representing corporations, including Safeway, Inc., Standard Brands, Sears Roebuck,  and United Parcel Service, with a distinguished Dallas, Texas law firm.  He thereafter represented public and private corporations with law firms in Chicago, Illinois and Minneapolis, Minnesota.

Since relocating to Arizona in 1986, Mr. Brooks has represented public and private corporations in trials and appeals involving the gamut of substantive legal issues facing public and private corporations.  He has also served as a Judge Pro Tempore  on the Arizona Court of Appeals; the management member of the Phoenix Employment Relations Board; a Director of the Arizona branch of the National Conference of Christians and Jews;  and a Director and General Counsel of the Greater Phoenix Urban League.  

John Daly - Director

In 1967 Daly started Hemdale Film Corporation with actor  David Hemmings.  The company was immediately successful and unique and Daly who was trained in business partnerships, limited companied and insurance underwriting soon built Hemdale into one of the leading film packagers, financiers, producers and distributors of independent motion pictures.  The company established a reputation for making and promoting daring breakthrough films and giving important career starts working with many of the worlds leading directors.  Amongst these are James Cameron (“Terminator”), Oliver Stone (“Salvador”, “platoon”), Bernardo Bertolucci (“The last Emperor”), Mick Jackson (“The Bodyguard”), Marting Campbell (“Criminal Law”), Michael Apted (“Triple Echo”), Robert Altman (“Images”, “Vincent and Theo”), John Schlesinger (“The Falcon and the Snow Man”) and many other notable directors such as Ken Loach (“Hidden Agenda”), Harold Becker (“The Boost”), Gillian Armstrong (“High Tide”), Tim Hunter (“River’s Edge”), and James Foley (“At Close Range”).  Daly’s films have grossed an excess of $1 ½ billion dollars plus.

Daly achieved twenty-one Oscar Nominations, thirteen Oscars and won an unprecedented back-to-back Best Picture Oscars for “Platoon” and “The Last Emperor” for his company.  In addition his films have won numerous Golden Globes, Cannes film festival awards (twice), Berlin Film Festival, Independent Spirit Awards, Huston Film Festival and many other prizes that have been associated with John Daly over his career in the film industry.

EXECUTIVE TEAM

Gardner Cole - Senior Vice President - Viastar  Music Group

Mr. Cole has been working professionally in the music industry solely for over twenty years. He has performed with various bands, including the hit English group ABC, as a drummer and as Keyboardist with the hit Norwegian group A-HA. Over 150 of his songs have been recorded worldwide on over 35 million albums by artists such as Tina Turner, Amy Grant, Tom Jones and Madonna (including the #1 hit “Open Your Heart” plus 16 other Billboard charting singles). Mr. Cole’s songs also appear in many feature films including “French Kiss,” “Grand Canyon,” “Days of Thunder” and the Brittney Spear’s film “Crossroads.” As a Producer, he has recorded over 125 songs (including 11 charting singles) for Major labels such as Sony, CBS, A&M, MCA, Chrysalis, Virgin, Interscope, Dreamworks, Capitol, E.M.I., Warner Brothers, Polygram and Motown. Gardner was signed to Warner Bros. Music from 1984 until mid 1997, and as a Recording Artist to Warner Brothers Records where he self-produced two solo albums. Gardner Cole was also named “#2 Songwriter of 1988” by Billboard Magazine where he charted 6 singles in that year.

Rick McCartney -   Senior Vice President  ­- Viastar Publishing Group

Mr. McCartney has been in publishing and advertising for the past seven years. Most recently, he worked as Custom Publishing Group General Manager at The Arizona Republic, a Gannett company, where he published all custom single-client magazines and weekly, monthly and annual publications. Prior to that and as an entry to the publishing world, McCartney founded Arizona Corridors Magazine, an elite-affluent lifestyle publication circulated throughout the Southwestern U.S.

McCartney began his publishing career after establishing himself in Hollywood as an agent and motion picture producer working for well-known companies like The Walt Disney Company and William Morris Agency. Having attended film school at New York University, he began producing motion pictures at the age of twenty-one. His first film, ICEHOUSE, took him to the Cannes Film Festival in 1989. Upon acquiring his degree in Government and Economics from Fordham University in New York City, McCartney joined the New York office of Entertainment Tonight where he worked as a segment producer for a number of months. McCartney moved back to Los Angeles, his hometown, to begin his career in the infamous mailroom at the Beverly Hills office of The William Morris Agency.

John Campbell -  Publisher,  Moving Pictures International

John Campbell has been involved in the international film industry since 1979. Starting at Screen International, he swiftly rose to the position of publisher at which point he instigated what was then seen as a number of revolutionary publishing initiatives – Cannes Preview & Dailies, AFM dailies and MIFED dailies. They were immediately successful. Under Campbell’s leadership Moving Pictures remains a leader in market and festival publishing. Campbell is also involved in film production – co-producing “Josephine” a social drama, and he is currently developing two major UK based film projects with European partners. He is a director and part owner of Fusion Events company and is developing the Moving Pictures Television project for 2003-2004. John Campbell has a degree in Psychology and Philosophy from Southampton University.

SUMMATION:

Viastar Holdings, Inc. (OTC BB:  VISH) is a special situation with enormous upside potential in the dynamic multi-billion dollar entertainment industry.  With a current market cap of less than $8 million, a relatively tight float of about 2 million shares, an extremely impressive management team, a solid & aggressive business plan, and exceptional profit margins, we believe the stock has substantial appreciation potential from its current depressed level of less than 50 cents. This vertically integrated company should experience extremely rapid growth in revenues and net earnings from all areas including Film, Videos, Music, CDs and Print.  We fully expect VISH to be a HUGE WINNER!

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