Upon the availability of funding, the Company's offices will be located in Anchorage, Alaska, in close proximity to the current residence of the Principals. Office space is projected at $15/s.f., assuming a need for 1,500 square feet beginning at Month 7 after funding, expanding to 3,000 square feet by Month 13.

Manufacturing, which entails "cut and sew" of all apparel, will be the responsibility of See Meez's manufacturer, All About Apparel, in Fairfax, Virginia. All packaging, shipping & handling, marketing & promotion, website development & maintenance, customer service and administration will be handled at See Meez's offices in Anchorage.

Production schedules will be set one to two months ahead and typical production times will be two to four weeks. Materials will need to be on-site at All About Apparel one to two weeks prior to manufacture, and on-site storage will be provided year-round by the manufacturer, which has a 500-piece order minimum in three sizes. Pattern fees range from $30 to $100, but for orders exceeding 1,000 pieces the fee is waived.

The manufacturer's per-unit charges. Additional samples such as long pants, skirts, capris, hoodies, and anoraks are going through the sample process.

Hats, $2.50
Short pants, $2.50
Girl's dress, $9.00
Boy's shirt, $9.00
Dog vests, $6.00

These prices are for orders of less than 2,000 pieces, after which See Meez receives a manufacturer's discount. Other production expenses are for material, garment size tags with Made in the U.S.A. label ($0.45 per tag for minimum 1,000)
Clothing size tags ($0.10)
3M Scotchlite™ reflective tape, for bonding to polyester/spandex fabric ($0.54 per yard)
3M tags ($0.10).

All online purchases through the See Meez websites will be handled by PayPal and shipping will be by regular mail unless otherwise requested.

The Company intends to donate 10% of its net profits to charitable organizations focused on Veteran assistance and education.

The main products offered by See Meez, LLC are:

Fleece Beanie
Girl's Fleece Pants and Hoody Set
Boy's Fleece Pants and Hoody Set
Girl's Dresses
Boy's Long and Short Pants
Sleeveless T-Shirt
Dress Shirt
Dog Vest
Dog Booties

The products retail from $15.00 to $35.00. The products are fashionable and designed to be form fitting and warm, ideal for extended winter seasons. In addition to the children's headgear modeled below.

Today, both function and "flash" are both must's in activewear for the outdoors. There are a few costly brands of reflective clothing for adults who are avid sports enthusiasts (biking, running, hiking, etc.). However, in the United States there appears to be no apparel, beyond hats and coats, in the line of fashionable children's clothing.

Geographically, Alaska is a ready-made market for See Meez products, one to which the Company actively markets, but a far larger market is found in the northern tier of the contiguous 48 states, which also has short days and inclement weather during the winter season. Children often must wait at bus stops during the early morning hours, especially with the extension of daylight savings hours. Additionally, one can picture a family scene in which the parents, returning home after work, take their kids out for a walk around the neighborhood, or allow them to go out for a little fun after dinner with friends. Conversely, in cities where days are short and darkness is likely to be pervasive on streets, in yards and in parks. All are scenarios in which reflective outer gear is highly desirable.

Overseas markets are ripe for See Meez's products, too. In the U.K., where pedestrian accidents and deaths are high on country roads, one can find child and adult reflective accessories, such as vests and armbands, for the express purpose of outdoor safety. However, the accessories, while functional, tend to be "boxy," lacking both fashion sensibilities and refined tailoring.

This is an important consideration because nowadays children everywhere pay a lot more attention to fashion than function. The reflective accents of Scotchlite™ express the high-tech and "cool" sensibilities of youth. Even indoors, the reflective tape adds an interesting effect in low-lit rooms or school hallways. In fact, they can even be seen in the slightly darker areas of the inside of a locker or under a desk.

Children's pants and skirts are a unique offering from See Meez. Therefore, a See Meez line of school uniforms will capture a large market with a practical upside and kids will love to "pump up" the cool factor without violating school requirements.

Pet accessories are currently offered by See Meez with reflective details so that they can safely join and coordinate with their owners on an evening jaunt. Our dog vests are currently used on Alaskan dog sled teams warmth as well as team safety.

The See Meez principals have thoroughly investigated the clothing market and believe that their company alone produces children's safety clothing. Three companies do produce safety clothing for adults--Web Soft Safety Solutions, Tuffrhino.com, and Night-Gear.com--but they do not produce, nor sell, children's safety clothing. In order to determine these websites' revenues, their traffic, sell-through rate, and average sale were analyzed, with the following results:

Web Soft Safety Solutions:
$450,000/year (10K unique visitors; 5% sell through rate; $75 average sale)
Tuffrhino.com:
$400,000/year (12K unique visitors, 5% sell through rate; $50 average sale)
Night-gear.com:
$180,000/year (5K unique visitors, 5% sell through rate; $60 average sale)
Total:
$1.03 million per year.

The children's clothing industry at large is huge--with estimated sales of $30.6 billion in 2007--and is growing. The sales figure represents an increase of 13% in current terms since 2002 and was expected to grow another 12% annually.
Girls' clothing sales for 2007 were estimated to be $10.6 billion, up 23% in current terms since 2002. While girls' clothing was showing the greatest growth, infant and toddler clothing achieved slightly higher sales figures, too, estimated at nearly $11 billion in 2007 Mintel Reports: Children's Clothing July 2007.

Considered as a subset of back-to-school spending, clothing and accessories far exceed any other category, according to a BIG research survey. The projected average expenditure per family on back-to-school goods was expected to rise to $440 per family.

In 2007, there were over 52 million children under the age of 12 in need of wardrobes in the United States. Such a wardrobe includes both basic everyday clothes and items for special occasions. Furthermore, it should be noted that some groups of children increased in numbers during the 2000-2005 period, notably younger children of four years and under. This, obviously, constitutes a huge clothing market, one in which See Meez can establish its niche market for Flashionable™ apparel and accessories.

What Kids Think

Girls ages 6 to 11 are significantly more likely to say they keep up with the latest fashions (50% vs. 28%), and nearly one in five say they "look at magazines to know what's in fashion." Shopping is one very important way in which girls learn about keeping in style. Just 12% of those ages 6 to 11 believe that shopping for clothes is "boring," compared to 50% of boys. Results from Mintel/Spring 2004 Simmons Kid's Survey reveals interesting attitudes towards fashion, by gender and age. Boys and girls from 6 to 8 years old believe it is keener to look cool than not. However, their sense of style and individuality develops as they get older. Between the ages of 9 and 11, 40% of boys and 39% of girls try to wear different clothes than their friends.

Opportunities

Incidence of being overweight, 6-11 year olds, 1976-2000

1976-1980 - 6.5%
1988-1994 - 11.3%
1999-2000 - 15.3%

Source: Mintel Reports 2007

The husky and plus-size market, especially in the United States, continues to grow in importance, with a 4% increase of overweight 6- to 11-year olds since 1994. Children's clothing manufacturers and marketers should be on the lookout for opportunities to cross-market with other lifestyle brands, like Williams Sonoma and/or Pottery Barn.

Also, current and future technological breakthroughs will play a significant role in the direction of fashion in the future, especially in children's wear. Most developments involve health monitoring and comfort awareness using "smart" clothing, which will be especially appealing to parents concerned with the well-being of their children. Parents are most likely to pay the additional costs of these technologically advanced products if they can be convinced of their necessity in everyday life.

In October 2004, National Geographic reported that British scientists have created a new fabric that guarantees to keep the wearer cool. The fabric will change shape once it feels the wetness of the wearer's perspiration, indicating that he or she is too hot. When the technology is ready to be put on the market, it will very likely appeal to parents wishing to keep their children as comfortable as possible.

Children's Clothing: Retail Mix

Retail prices for children's apparel, as measured by the Consumer Price Index (CPI), remained unchanged in 2007, when price increases that spring were wiped out by a 2.5 percent drop in prices during the fourth quarter. The year 2007 represented the first in almost a decade wherein both apparel and footwear prices had either not fallen or had actually increased. Yet, when compared with the 3.2 percent increase in overall retail prices, net prices for apparel and footwear continued to fall in 2007. The industry remained in a long-term deflationary cycle in 2007, but the pace of falling prices seemed slow. Since 1998, retail prices for children's apparel and footwear have fallen 10.2 percent and 3.5 percent, respectively, while overall retail prices have surged 23.7 percent. This deflationary trend in real prices was likely to continue in 2008 (Source: American Apparel and Footwear Association, 2008). Meanwhile, the online share of children's clothing retail sales has increased.

Annual Children's Apparel Sales by Type of Retail Store (1992-2006) ($Million)
(Source: American Apparel and Footwear Association, 2008)

Internet usage

According to www.itfacts.biz, roughly 1.4 billion people will use the internet on a regular basis in 2008. In 2012, this number is expected to surpass 1.9 billion unique users, or 30% of the world's population, according to www.idc.com. Users will access the internet through more than 1.5 billion devices worldwide in 2008, including PCs, mobile phones, and online video game consoles. By 2012, the number of devices accessing the Internet will double to more than 3 billion, half of which will be mobile devices.

How the Company will leverage this information for growth

From this research and data, See Meez will expand its market presence by utilizing the following business strategies:

• Include a plus-size children's apparel line
• Market most heavily during the back-to-school season
• Continue creating style-conscious clothing designs
• Emphasize internet sales as vital to revenue growth, which in turn requires ever-increasing SEO performance

The special features give See Meez's apparel a unique market niche. Briefly, the apparel:

Is stylish and form-fitting, or to use the Company's trademarked term, Flashionable™ Uses high-visibility Scotchlite™ fabric, ideal for child safety Includes an apparel line for, not only children, but adults and pets Is reasonably priced

This combination of features is nearly impossible for other makers, including the Company's main competitors, to match. These competitors include:

BrightKidz - UK company that is safety-gear oriented, but lacks stylish and form-fitting tailoring

Nightgear - for adults, but not children

Illuminate - for adults, but not children

Other companies that use 3M™ Scotchlite™, but lack See Meez apparel's other features Large-scale retailers primarily outdoor and specialty, such as REI, Patagonia, and Columbia, but who are high-end, do not necessarily use high-visibility fabric, and do not cater specifically to children It bears mentioning, too, that none of these competitors can match the diversity of styles of the See Meez product line.

Presently, See Meez has one promotional initiative of note that uses targeted messaging. The Company's dog vests have become popular in Alaska, where dog mushing is a popular recreational activity. Consequently, See Meez has invested as a sponsor of the Willow Junior Dog Mushers of Alaska and is a sponsor of High Country Kennels, an adult musher seeking qualification for the Iditarod 2010. Speculatively, the success of these efforts with See Meez to closely associate its brand with the Alaskan lifestyle in its marketing to the continental U.S. and abroad, much like the Patagonia brand does with Australia. This consideration is strengthened by greater public awareness of Alaska as a result of last year's vice presidential campaign of Sarah Palin. Although her campaign with running mate Senator McCain was ultimately not successful, she generated a great deal of new interest in Alaska, and probably will into the future.

Primary purchasers of See Meez products will be parents and grandparents of young children who take part in outdoor activities year-round, particularly in the northern states. Chief among them will be females/mothers shopping for their children and family. See Meez will explore the feasibility of the school uniform market as a future growth center. It could prove to be a constant and replenishing product line.

The Company's products are currently sold at two retail locations in Alaska. After funding, the Company will seek to increase the number of retail locations and have its products available in specialized catalogs. The development of an exhibit booth and collateral for use at trade shows, expos and festivals will provide face-to-face interaction with industry contacts, consumers and distributors. Exhibiting is a very effective way to develop the relationships needed for proper launch and to reach a multitude of targets quickly. A well-managed trade show strategy will enable See Meez to quickly develop business partnerships, a database and a catalog list.

The Company will work with industry publications that cater to key target audiences particularly those oriented toward families and outdoor enthusiasts. These include Parenting, Kiwi, Family Circle, Family Adventure and Outside, all of which will be approached for the purpose of running articles or press releases about See Meez's product launch.

The Company recognizes the business advantages of search engine optimization (SEO) and is finalizing interviews with well-respected SEO firms. It will select an SEO consultant upon initial funding. The Company understands that some investors may have an interest in the selection of the SEO consultant, and, therefore, will not make a final decision until a firm and sufficient infusion of capital has been made into the Company.

In the interim, the Company has engaged Senior Consulting, LLC to not only assist in the completion of the Business Plan, but also to provide advice based on its experience with SEO consultants, including the size of budget necessary to accomplish its goals. During Year 1, the Company will hire a webmaster whose duties include SEO. The following table shows the phenomenal growth of the internet in particular categories, or industries, as well as the value of search engines in attracting potential customers.

Cathie Freeman will serve as CEO and Mike Freeman will serve as President. Upon funding, the Company will be seeking a Senior Vice President of Business Development & Marketing, to whom one Sales Manager and two salespeople will report. Job descriptions and bios of the two principals follow.

Cathie Freeman, Chief Executive Officer

Mrs. Freeman majored in art while studying clothing and design. she is skilled with over 30 years of experience as a seamstress. She has a thorough knowledge of fabrics, designs, patterns, manufacturing and sales. She has 15 years of experience with financial management, payroll, inventory, displays and advertising, and has worked for the Alaska Army National Guard for over 20 years. Currently, she is a Transportation Officer, in which role she manages a budget of over $600,000 and eight employees.

Mike Freeman, President

After graduating from Ohio Diesel Tech Mr. Freeman enlisted in the United States Army and after 10 years until being honorably discharged under medical conditions. Since See Meez inception in 2004 He has attended numerous trade shows and received invitations to present See Meez to outlets such as QVC and Walmart. Currently he is the primary sales manager as well as working full time as a welder/airfield clearing equipment operator for the Department of Defense at Elmendorf Air Force Base.

The Company will add executive staff as its business grows and consider recommendations for filling those roles from the investors who capitalize the Company. Following are additional professional functions for which See Meez has a working relationship.

The Company has worked with several technology firms throughout the US for web design, hosting and online marketing.

Most photography is performed by Clark James Mishler photography, of Anchorage, Alaska. Web and catalog photographs can be reviewed at www.atalaska.com/meez/.

In its long-range forecast, See Meez is projecting an operating loss during the first year after loan acquisition, followed by escalating profits. During Year 1, the Company projects net sales of $780,000, against expenses of $930,000, yielding a net loss after factoring in EBITDA and taxes of about $170,000. The Company is projected to draw an annual profit beginning in Year 2, when net income will reach $300,000. Annual profit will reach $1.03 million by Year 5.

By month, during Year 1 expenses are projected to exceed income by $46,000, with decreasing monthly shortfalls through Month 8, after which the Company will achieve and sustain monthly profits. Monthly apparel sales are projected to increase from $31,000 in Month 1 to $146,000 in Month 12. During Year 2, monthly sales are projected to increase from $163,000 in Month 1 to $283,000 in Month 12, when net profit will reach $52,000. By this point the Company will be financially secure and well-positioned in the apparel market for further growth.

Appendix:

A - Five-Year Summary
B - Month-to-Month, Year 1
C - Month-to-Month, Year 2
D - Product Sales
E - Notes

The financial appendixes, along with the relationship between assumptions and the Company's operating, staffing, marketing and sales, and other business expenditures, supports the steady growth projected in the Forecast.

The Investment

The Business Plan is premised on an initial capitalization of $500,000. The Company is offering up to a 25% equity stake in exchange for the investment.

The founders' own investment in the Company has included a double mortgage on their home, lines of credit of $5,000 and $10,000, and out-of-pocket start-up funds in excess of $60,000.

Executive Compensation

The Company is not currently paying its executives and has not yet established executive compensation levels for its present executive managers. Currently, they are not being reimbursed for their business expenses. Once capitalized, the Company will establish a compensation plan, including customary health insurance and other benefits for its executive officers and other future employees hired as the Company's business expands. The Company expects to authorize the payment of monthly salaries to its executive officers as set forth in the Forecasts. It may determine and modify the compensation of executive officers, consultants, and employees at any time in its sole discretion.

Employment Agreements

To date, the Company has not entered into any employment agreements with its executive officers or other employees. Once capitalized, the Company may enter into employment agreements with key employees. Prior to capitalization, selected employees will be asked to execute confidentiality and non-compete agreements.

Exit Strategy

The Company's principals believe they are assembling the best management team to propel the Company into the forefront of the children's safety apparel industry. The Company intends to drive its revenues based upon sound management, exceptional marketing, and creative applications of the latest technologies.

The Company expects that as revenues grow and profits increase, it will become an attractive acquisition target for a larger, well-financed company that has the wherewithal to leverage the Company's knowledge of the marketplace. The Company would be well- positioned to serve as the marketing and development arm of a larger company. The Company's principals would consider this option at any time and, in preparation, has researched industry trends. See Meez is following the exact path of website development that would make its site attractive to potential industry leaders.

The Company intends to grow as aggressively as possible while being fiscally responsible. As such, the option of issuing an IPO in the time frame of 24 to 30 months of initial funding would provide needed capital to reduce any outstanding debt, repay any shareholder obligations (debentures, etc.), and fuel the Company's growth. The IPO strategy is ideal for growth-through-acquisition, since the purchase of the acquisition can be blended with publicly traded stock while conserving cash.

The Company does not expect to pay dividends until a stable track record of profits has been established, which is expected to be in two to three years. In any event, the Company's Board of Directors will fulfill its fiduciary obligation to balance the Company's growth strategy with any shareholder interest in receiving dividends.

There are a number of business risks and uncertainties that may adversely affect the Company's financial condition, operations, liquidity, pricing of common shares (if publicly traded), and prospects for business expansion. These risks and uncertainties could cause future results to differ from past performance or produce expected results, including results described in statements elsewhere that constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. The risks mentioned herein below are not the only ones that the Company faces. Discussed in this section are some of the risk factors and uncertainties which it considers to be the most relevant to its specific activities and that, if they actually occurred, could materially and adversely affect our business and its prospects.

Additionally, risks and uncertainties not presently known to the Company or that it currently believes to be immaterial also may adversely impact our business and its prospects. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Company's business and its prospects. A significant percentage of expenses, including those relating to sales and marketing, and general and administrative functions, are relatively fixed in the short term. As a result, if the Company experienced delays in generating or recognizing revenue, its operating results would be disproportionately affected. Investors should not rely on the Company's results for one quarter as any indication of its future performance.

The following summary of salient risk factors illustrates the most important factors that can affect an investment in the Company:

• The Company is in the development stage
• Dependence on key managers and personnel
• Operating results that could be harmed if the Company loses access to sole or limited sources of services
• Financial risks
• Risks associated with offering new services
• The effects of natural disasters.

Unsuccessful implementation of growth strategy, which could adversely affect the Company's operating results and financial condition.

An inability to obtain sufficient capital to fund the Company's planned expansion and other capital expenditures. This could adversely affect the Company's ability to offer new services, which could adversely affect its growth, financial condition and results of operations.

The Company's brand name, if it were to be replicated or counterfeited, could have an adverse effect, such as the result of an intellectual property rights dispute.

The Company will soon expand its website and is committed to attracting interest and traffic. With a booming Internet market, an infusion of capital will position the Company to be the leader in stylish, safety-oriented, apparel and accessories--by way of its SeeMeezKids™ and Flashionable™ labels--in the U.S., and eventually, abroad.