OTO: ALMY

Alchemy Creative, Inc.
5700 Granite Pkwy
Suite 200
Plano, TX 75024
Website:http://www.alchemycreativeinc.com


April 28, 2008
COMPANY: Alchemy Creative, Inc AUDIO CONTROLS:
SYMBOL: ALMY

WHO: Richard James III Author/VP
CLIP INFO: Duration 9 min 44sec / media: Flash plugin required

April 22, 2008
COMPANY: Alchemy Creative, Inc AUDIO CONTROLS:
SYMBOL: ALMY

WHO: Daryl Price, Executive VP of Sales
CLIP INFO: Duration 10 min 22sec / media: Flash plugin required
stock summary

Business Description
Alchemy Creative was formed as a Texas LLC in October, 2006 to exploit the business opportunity enabled by the Adventures of the Elements (AOE) concept. The company holds the exclusive worldwide rights to all derivative media and product based on AOE. The AOE concept is derived from a series of childrens novels wherein five siblings discover sunglasses which, when they wear them, enable them to see Element Guardian characters interacting at the molecular level. The super hero type characters are personifications from the Periodic Table of Elements and adventures with the children unfold to resist evil molecules effect on our world and lead them to the ?Palace of Knowledge?. Substantial scientific learning has been shown to result from experiencing the books and its related Trading Card Game. Three books, a trading card game, poster, and classroom kit for schools have been developed and work is in process to produce a series of 3D animated DVD?s and an online game for subscription based marketing.

executive summary
Alchemy Creative, Inc. (“Alchemy”) is a Florida Corporation that manages the business of exploiting opportunities associated with the additional development, production and distribution of DVDs, 3-D cartoons, online games, and derivative products based on the “Adventures of the Elements” (“AoE”).
"AoE is great. Unique in the Educational/Entertainment arena. In an arena where most
offerings are neither educational nor entertaining, AoE stands apart."
Will McAndrew, Chief
Executive Officer.

AoE is the creation of Richard James III, the author of a series of children’s novels from which several derivative media and other products have been developed. Over the past ten years Mr. James has been developing and expanding the AoE product line. Support and endorsements have come from Coca-Cola, ExxonMobil, Time Warner Cable, The Meadows Foundation, Motiva, and Representative Ted Poe has introduced Adventures of the Elements to the President and First Lady Bush. The books have been made
available to all locations of Barnes & Noble. Alchemy has partnered with the Harris County Department of Education in Houston, the second largest department of education in the US, for use of the AoE materials in their programs which will streamline the process for all schools in the United States to acquire and use the products. The American Chemical Society is working with the AoE materials and has noted improvement in test scores from use of AoE in the classroom through a comprehensive study with Lamar University. The media and products are not only entertaining but also educational which distinguishes them from the majority of animated media which has become so popular in recent years. Over 5,000 schools have used the books, posters, and the character trading card game to enhance science learning by students. Classroom kits available to teachers for class activities are being well received by schools in multiple states. Alchemy is currently working with Walraven (classmates.com) who has been in business since 1918 providing products and has access to over 85% of 51 million school kids (K-12th grade) in the U.S. to market AoE into the educational sector.

The AoE characters are personifications of elements from the Periodic Table of Elements. The story line involves five siblings who discover an old box containing unique sunglasses which, when the children put them on, allows them to see the molecular world and time travel through adventures with companions personified off of the periodic table.

The next step is initial production of an animated series of DVD’s in a 3-D format and an online episodic game. The animation studio (cat-animation.com) to develop the DVD product and the online game developer to work in conjunction with the studio are engaged to move forward upon adequate additional funding becoming available.

Alchemy has entered into a license agreement with the creator of AoE to develop, produce, market, and distribute these media and products. It is expected that the company will initially distribute the three books, the board game, and posters and then Alchemy’s DVD’s and other products. The parallel market penetration of a variety of AoE based media provides excellent product promotional synergy.

In addition, Alchemy will expand and enhance distribution of AoE products to school systems, through its Walraven (classmates.com) and HCDE relationships.

Additional other projects unrelated to AoE will be added to Alchemy as the AoE projects mature and funds become available from cash flow to consider participating with other media producers to diversify and build the company.

The Company’s first objective is to produce an initial trailer as well as an illustrated pitch book showcasing the product line and its theatrical and television potential for use in introduction to Alchemy’s major media distribution contacts. Arrangements for theatrical distribution have been made with a company that specializes in distributing special interest digital theatrical features. Television series distribution is projected to follow utilizing the parent/child response results from theatrical releases. Online episodic game
development and marketing is planned in conjunction with the release of DVD product utilizing much of the collateral material from DVD production.

Alchemy Creative, Inc. has expects to utilize a relationship with Walraven’s Classmates Marketing Division to promote AoE product, and to place product in schools. Students will be given incentives to acquire AoE product and play AoE games by visiting and joining as an AOE Member on the website. Walraven began creating corporate sponsored book covers for schoolbooks in 1918 and enjoys wide acceptance for their programs in schools.

Product awareness for Adventures of the Elements is the goal of all these efforts. In preparation for early media product release, Alchemy, is creating website presence for all AoE products and will pursue promotion efforts through Internet marketing service providers, public relations, selected advertising outlets and other promotional opportunities.

Product promotion activity during initial production will consist of engagement of independent reps to sell into the educational channel, a series of promotions into schools through the company’s relationship with the Walraven Company and Ecommerce marketing to drive targeted customers to the Company website to participate in Membership and to buy product. Public relations events, attendance at educational conferences, advertising and movie theatre screenings are all planned to broaden awareness of both entertainment and educational product.

management resumes

Richard James, III – Vice President/Creator/Author
In his breakthrough children’s novel, Adventures of the Elements, Richard James derives his motivation from his educational experiences and his desire to create an entertaining and fun learning atmosphere. Richard achieves his goal of creating educational material by masquerading science and education as entertaining children's novels, trading card games, and supporting materials. The card game has been used in every type of setting, from public schools as part of the science curriculum to children's birthday parties.Children love the challenge of defeating their opponents, and barely realize they are learning science concepts and sharpening their math skills in order to do so. The oldest of five, one brother and three sisters, Richard dedicates the adventures to his family especially his siblings who were inspirational in character development.

An Eagle Scout from Troop 85 and valedictorian of his high school class at Central High School in Beaumont, Texas, Richard James has always held himself to high standards. Richard received a degree in biomedical engineering from Louisiana Tech University and interned at the VA Medical Center in Alexandria, Louisiana. He co-founded the nonprofit organization, Sports Society for American Health, with Ray Solis, which hosts sporting events for charitable organizations. During the time he was writing his books and developing the game, Richard taught school where he was able to use Adventures of the Elements in the classroom.

Actively involved in community service throughout his life, Richard continues to receive attention not only for his literary talent, but also for his contributions to the local community and beyond. For instance, he was awarded the Key to the city of Beaumont, the Rotary Club’s Service above Self Award, the Coca-Cola Scholarship Foundation Award, and the Beaumont Hometown Hero Award for three consecutive years (2001 - 2003). In 2004, he received the National Catholic School Education (NSCE) distinguished Graduate Award as the St. Anne's Catholic School Alumni of the Year. In December 2001, Richard represented the United States in carrying the Olympic Torch for the 2002 Salt Lake City Winter Olympics.

True to his character, Richard views the children’s novel as an opportunity to give to the community in thanks for all he has received. He wishes to personally thank educators for the guidance and devotion they provide for all youth, the earth’s future. Recalling how tedious, intimidating and boring traditional textbook based education can be, Richard set out to show science, and for that matter all education, can be taught against a backdrop of adventure. The adventures cast science in a thrilling and suspenseful light through the fictional (but scientifically sound) personification of the elements.

Richard James hopes young people will read his book for entertainment as they would any other fiction piece rather than as a forced education assignment. He wishes for the children to be exposed to the basic scientific terminology, facts, and processes in the books, trading card game, and other AoE materials in a casual yet educational environment. When coming across the science material in more depth in the traditional format, students become excited when they recognize concepts used in the books and game, and look forward to learning about them in more detail.

Having penned several works of poetry, music lyrics, and the movie script, SLICK; Richard James is currently working on the fourth novel in the Adventures of the Elements series, the first 13 television episodes, an online/ internet version of the game, and a feature movie. Richard is still actively involved with the Boy Scouts of America and the Girl Scouts of America. In his spare time, Richard James participates in triathlons, runs, speed skating and cycling. He also enjoys martial arts, bodybuilding, skiing and most sports. Other favorite endeavors for Richard include reading, writing, traveling, and computers/ technology. Born in Columbus, Mississippi, he grew up in Beaumont, Texas, which he continues to call home.

Trent Di Giulio – Principal of CAT Studios
Mr. Di Giulio has led CAT-Studios to the forefront of high-end 3D animation, 2D animation, and special effects, making CAT one of the largest premier animation studios in the Central US. With Di Giulio's vision, the company started as the first high-end boutique house in the United States not associated with a post-production facility. CAT is now entering its 21st year of continued growth and boasts over 1100 satisfied clients.

Di Giulio began his career at age 14. Attending an advanced middle school in Arizona, he was able to begin his studies in television early at the University of Arizona in Tucson. He worked with KUAT-TV, the university-based PBS affiliate station, for two years, producing 6 television programs for PBS and cable markets before completing high school.
Prior to founding CAT, Di Giulio was lead designer in the research and development of a proprietary $6 million image manipulation system. This technology was developed to control the operation of a highly integrated computer-based facility for the print, film, television, and CAD industry.

Di Giulio has directed more than 400 commercial productions including 3D animation broadcast opens, commercials and special effects segments. He has extensive experience in developing corporate projects as well. He has won numerous Gold and Silver Telly awards and others for his commercial & film related productions.

CAT Studios was established in 1986 as a high-end 3-D animation facility and has grown to become the central US’ largest premier high-end 3-D and special effects studio. Housed in a new 11,000 square foot animation facility including its 6,800 square foot“optical motion capture” studio, CAT is currently one of the largest studios in the US dedicated to motion capture work, special effects, 3D animated films, commercials, music videos, and full production.

CAT’s facility is designed to accommodate feature-length animation production work, with room to house as many as 120 animators. More unique design features of the facility include a Brunswick bowling lane, stay over suite, HDTV equipped theater with stadium style seating, fireproof safe, full kitchen, and a laundry room. The building is well-secured.

More than 1,100 clients call CAT their “production house of choice” when it comes to broadcast quality animation, effects, and film/video special effects integration. CAT’s client list of television advertising industry leaders and corporate giants include MTV, FOX, Rippley’s Believe it or Not, Clear Eyes, Dallas Cowboys, IBM, McDonald’s and Exxon/Mobil. CAT recently completed the“Night of the Headless Horseman,” a fully 3D animated made-for-TV movie for 20th Century FOX which aired nationally October of
1999 and will continue to run annually as a Halloween special.

CAT’s feature is the first fully animated movie using texture maps to simulate the organic features of real human skin and body features of the characters, giving the entire project a unique photo-realistic, but yet stylized organic look. Leading the way in a young 3D industry, CAT has made its mark in animated features with its movie and music videos.

In November of 2000, CAT released its newest hit “Souljas,” Master P’s new fully animated 3D music video. “Souljas” hit the charts at number 1, with number 1 positions in heavy rotation on BET, MTV, and the Box, and sold over 100,000 units in its first week of release.

Dan Schlusselberg, MD - Advisor
After a successful career in medical imaging, with many innovations that include CT angiography and Volume Rendering, Mr. Schlusselberg has turned his attention to an emerging market in scholastic online games. The focal point for this market will be the International Scholastic Online Game Association (ISOGA), an organization that promotes competition between schools through webbased games that are selected for their educational value.

Beginning in 2006, Dr. Schlusselberg became director of CAT Gaming developing PC game toolkits for multiplayer web-based tournaments. He is currently working on a web-based version of the Adventure of the Elements card game.

In 1996, Dr. Schlusselberg founded and was Medical Director of 3D Imaging Lab. He developed a service for CT and MRI that utilizes proprietary software for surgical planning. Over 5,000 studies have been processed to date. Referring specialties include Neurosurgery, Otolaryngology, Orthopedics, and Vascular Surgery. Currently developing applications in Cardiovascular CT Angiography.

From 1988 to 1995 Dr. Schlusselberg was a Co-founder, President, and Chief Technology Officer of SURGICAD Corporation. There Dr. Schlusselberg Developed commercial 3D Imaging applications for surgical planning and Computer Aided Design software for clinical engineering applications. He directed and managed the clinical product line for Orthopedic 3D templating. He also provided leadership for an eight member software development team. The company was acquired by Intergraph Corporation.

Also, from 1989 to 1995, Dr. Schlusselberg was an Adjunct Assistant Professor of Clinical Radiology at Dartmouth Medical School. Here he Developed a new method for medical 3D Imaging – semi-transparent volume rendering based on ray casting, which is now one of the standard display methods in clinical use. First demonstration of CT Angiography at RSNA Radiology meeting in 1990 and co-author of the first publication on CT Angiography in 1992. First demonstration of scrolling stack in 1989, which is now the standard display tool in PACS workstations.

In 1977, Dr Schlusselberg received a Bachelors degree in. Computer Science from Northwester University in Evanston, Illinois. In 1981, he received his medical degree. from Southwestern Medical School in Dallas, Texas and completed his radiology residency at Parkland Memorial Hospital in Dallas, Texas.

PUBLICATIONS by Dr. Schlusselberg
1. Harbaugh RE, Schlusselberg DS, Jefferry R, Hayden S, Cromwell LD, and Pluta D. Three-dimensional computerized tomography angiography in the diagnosis of cerebrovascular disease. Journal of Neurosurgery, (76) 3, 408-414, 1992

2. Harbaugh RE, Schlusselberg DS, Jeffrey R, Hayden S, Cromwell LD, Pluta D, English RA. Three-dimensional computed tomographic angiography in the preoperative evaluation of cerebrovascular lesions. Neurosurgery, 36(2):320-6, 1995

3. Schlusselberg DS, Smith WK, Woodward DJ, Parkey RW. Use of Computed Tomography for a Three-Dimensional Treatment Planning System. Computerized Medical Imaging and Graphics, (12) 1, 25-32, 1988.

4. Schlusselberg DS, Smith WK, Woodward DJ, Antich PP. Interactive Display Strategies for a Three-Dimensional Radiation Therapy Planning System. Conference Proceedings: National Computer Graphics Association Annual Meeting, Anaheim CA, 1988.

5. Schlusselberg DS, Simon TR, Smith WK, Woodward DJ: New technique for analysis and display of regional cerebral blood flow using I-123 iodoamphetamine and single photon emission computed tomography Society of Nuclear Medicine Annual Meeting, 1987. J Nucl Med 28:619, 1987.

6. Schlusselberg DS, Simon TR, Smith WK, Parkey RW: Three dimensional statistical analysis and display of regional cerebral blood flow using SPECT. Radiological Society of North America, 1987. Radiology 165(P):412, 1987.

7. Schlusselberg DS, Smith WK, Woodward DJ. Use of a Volume Processor to Design Custom Surgical Implants From X-Ray Computed Tomography (CT). Conference Proceedings: Computer Aided Radiology, West Berlin, Germany, Springer- Verlag, 1987.

8. Woodward DJ, Smith WK, Schlusselberg DS, Chapin JK, Waterhouse BD, German DC Image Analysis and Computer Graphics: Emerging Applications in Ethanol Research. Journal of Alcohol Research, 10:251-258, 1986.

9. Schlusselberg DS, Smith WK, Woodward DJ. Three-Dimensional Display of Medical Image Volumes. Conference Proceedings:National Computer Graphics Association Annual Meeting, 1986.

10. Seelig LL, Schlusselberg DS, Smith WK,and Woodward DJ. Mucosal Nerves and Smooth Muscle Relationships with Gastric Glands of the Opossum: An ultrastructural and 3-Dimensional Reconstruction Study, The American Journal of Anatomy,174:15- 26 (1985)

11. Lacy ER, Reale E, Schlusselberg DS, Smith WK, Woodward DJ. A Renal Countercurrent System in Marine Elasmobranch Fish: A Computer-Assisted Reconstruction. Science (227) pp. 1351-54, March 15, 1985.

12. Schlusselberg DS, Simon TR, Smith WK, Woodward DJ, Parkey RW: Strategies for displaying computer simulated threedimensional images from emission computed tomography. Society of Nuclear Medicine Annual Meeting, 1985.J Nucl Med 26:P54, 1985.

13. Woodward DJ, Smith WK, and Schlusselberg DS . Computer Modeling in Radiology and the Anatomical Sciences. Conference Proceedings: Computer Aided Radiology, West Berlin, Germany, 1985.

14. Woodward DJ, Smith WK, Schlusselberg DS, Azizi SA, and Chapin JK. Tasks in Computer Assisted Neuroanatomy: Data Acquisition, Imaging, and Database. Conference Proceedings: Wenner-Gren Symposium, Karolinska Institute, Stockholm, Sweden, 1985. London: Macmillan Press.

15. Schlusselberg DS, Simon TR, Woodward DJ, Parkey RW: Computer reconstructions of three dimensional radiopharmaceutical distributions in serial ECT acquisition. Radiological Society of North America, 1984. Radiology 153(P):315-316, 1984

16. Schlusselberg DS, Lewis MH, and Simon TR: Computer-aided Analysis of Three Dimensional radiopharmaceutical distributions in serial ECT acquisitions. Society of Nuclear Medicine Annual Meeting, 1984. J Nucl Med 25:P90-P91, 1984.

17. German DC, Schlusselberg DS, Woodward DJ. Three-Dimensional Computer Reconstruction of Midbrain Dopaminergic Neural Populations: From Mouse to Man. J. Neural Transmission, 57:243-254, 1983.

19. Schlusselberg DS, Smith WK, Lewis MH, Culter B, and Woodward DJ. A General System for Computer-Based Acquisition, Analysis and Display of Medical Image Data. ACM Conference Proceedings, October 1982.

20. Lewis MH, Schlusselberg DS, Smith WK, Hagler HK, Woodward DJ, and Buja, LM. Three-dimensional Cardiac Morphometry with Computer Graphics. Conference Proceedings: Computers in Cardiology, 1982.

Aaron Norris - Advisor
Mr. Norris is or has been President, Norris Bros. Entertainment, Executive Producer, “Walker, Texas Ranger”, Feature Film Director/Producer/Writer, Star Of Hbo’s Film "Overkill”, President, United Fighting Arts Federation (Ufaf), 9th Degree Black Belt In Chun Kuk Do, National Karate Champion, Epiphany Awards In Filmmaking 1997 And 2000.

Born in the Los Angeles suburb of Gardena, California, Aaron was just seven years old when he began mastering the art of karate. He continued training through high school and enlisted in the army at 17. Promoted to Staff Sergeant in less than a year, Aaron commanded his own platoons in Korea for over three years. He then returned to California to the world of karate and film.

Before Aaron started directing films, he wrote and produced “Silent Rage,” “Lone Wolf McQuade” and “Invasion: U.S.A.” He then tried his hand at acting, starring in the HBO production “Overkill.” He executive produced and co-wrote “Logan’s War: Bound by Honor,” a Movie of the Week for the CBS television network. He also executive produced two “President’s Man” movies which continue to be a viable franchise for CBS.

Feature film directorial credits include “Braddock: Missing in Action III ,” “Platoon Leader,” “Delta Force II,” “Hitman,” “Sidekicks,” “Hellbound,” “Top Dog” and “Forest Warrior.” Aaron also directed the critically acclaimed two-hour pilot “Sons of Thunder” for CBS which was so well received the network placed an order for six additional episodes.

Aaron competed for and won the title of National Karate Champion and remained a nationally ranked tournament fighter for years. He was recently installed as President of the United Fighting Arts Federation (U.F.A.F.), a worldwide organization of more than 3,000 black belts.

Aaron owned the film distribution company Tanglewood Entertainment for a number of years during which time he produced and oversaw worldwide distribution of more than a dozen feature films.

Aaron served as Executive Producer-Show Runner of the top-rated television series “Walker, Texas Ranger” for six seasons, directing multiple episodes from 1994 – 2001 and steering the show into the top ten during his tenure. He is president of Norris Brothers Entertainment which is in development with several proposed series and feature projects.

Willard G. McAndrew III - CEO
Mr. McAndrew has thirty three years' experience in the energy industry from field operations to refining. He began his career in 1969, gaining experience working for Hercules Drilling Company as a roustabout in South Louisiana. He attended Louisiana State University and then spent two years in the United States Marine Corps. Later, he joined Exxon Corporation Refinery’s Distillation and Specialties division in Baton Rouge, Louisiana, becoming the fourth generation of his family to work for Exxon. He was the operator on the Foster Wheeler #1 Pipestill that processed over 100,000 barrels of oil per day. Mr. McAndrew has served as President and owner of several small companies that were involved in all phases of the oil and gas business. He has been a consultant since 1990 to companies and is responsible for the structure, formation and marketing of partnerships and energy financing. Mr. McAndrew was most recently Chairman and CEO of Energy & Engine Technology Corporation, a product development company.

Roger N. Wurtele - CFO
Mr. Wurtele is a Certified Public Accountant with experience in Public Accounting, insurance, and oil and gas and is the former President of Controllership Services, Inc., a financial consulting firm. Mr. Wurtele was Senior Partner of his CPA firm in Denver, Colorado until 1985, when he moved to Shreveport, Louisiana, where he served as Executive Vice President of a group of insurance companies including a life insurance company and third party administration firm. He then served as Vice President of Finance of Phoenix Operating Company, an operator of 900 producing stripper oil wells. Phoenix had 2,200 wells under contract with 73 Limited Partnerships and produced from five locations in three states. During this time, his company, Controllership Services provided tax counsel and preparation to over fifty of the Limited Partnerships who owned the wells operated by Phoenix. Controllership Services provided a range of financial services to various business ventures including natural gas drilling and development and organization and funding of oil and gas development and production ventures. Mr. Wurtele was most recently CFO of Energy & Engine Technology Corporation, a product development company.

Phyllis Ganjian – Administrative Assistant/Marketing Support
Phyllis has experience in IT Systems administration, design and development of marketing and promotional materials, accounting and reporting, and general office management. Her initial duties will be a diverse mix of these supporting functions followed by delegation and supervision to additional personnel who will be added to the staff as business requirements expand.

http://www.alchemycreativeinc.com/summary.pdf
DISCLAIMER:

Information presented on our web site and within this Corporate Overview contains "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward looking statements." Forward looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward looking statements in this action may be identified through the use of words such as "expects'", "will," "anticipates," "estimates," "believes," or that by statements indicating certain actions "may," "could," or "might" occur. READERS SHOULD VERIFY ANY & ALL CLAIMS AND DO THEIR OWN DUE DILIGENCE BEFORE INVESTING IN ANY SECURITIES MENTIONED. INVESTING IN SECURITIES IS SPECULATIVE AND CARRIES A HIGH DEGREE OF RISK. We encourage all investors to invest carefully and read the investor information available at the websites of the Securities and Exchange Commission (SEC) at: http://www.sec.gov and/or the National Association of Securities Dealers (NASD) at: http://www.nasd.com. Readers can review all public filings by companies at the SEC's EDGAR page. The NASD has published information on how to invest carefully at its web site.

For institutional clients of the European Economic Area (EEA) this document (and any attachments or exhibits hereto) is intended only for EAA institutional clients. This document may not be issued or passed on to any person in the EEA except (a) a person to whom it may lawfully be issued (b) in the U.K., a person who is of a kind described in Article 11 (3) of the Financial Services Act 1986 (investment advertisements) (exemptions) Order 1995, as amended.