BUSINESS




GENERAL



We operate an internet based retail business under the name
imageofstyle.com. offering authentic designer merchandise at discount prices,
including handbags, wallets, belts, watches, jewelry and other personal
accessories. Orders are placed by customers on the internet and charged to a
customer credit card, prior to shipping. We have operated our website since
August 2005.



THE INTERNET AND E-COMMERCE



Internet usage and e-commerce has grown at a significant rate in recent
years, exceeding many industry projections. Every day, more companies find new
ways to provide products and services electronically. The internet is changing
the way businesses do business, from the acquisition and servicing of customers,
to the management of their relations with suppliers, revolutionizing our access
to information and the way we communicate, shop and entertain ourselves. While
the numbers are still small, when compared to our overall economy, they are
growing rapidly and provide more evidence that electronic commerce will continue
to be an engine for substantial economic growth.


The internet's development into a significant global medium for
communication, content and commerce has led to substantial growth in online
shopping and has provided companies with new opportunities to remove
intermediaries from the traditional retail supply chain. According to U.S.
Commerce Overview, 2004 to 1010, Forrester Research, Inc., online purchases by
U.S. consumers are expected to continue to grow from approximately $145 billion
in 2004 to approximately $316 billion by 2010. This increase can be attributed
to factors such as growing awareness of the convenience of online shopping, an
expanded range of products available online, improvements in security and
electronic payment technology and increased access to broadband internet
connections which facilitate online shopping.


Online commerce also offers a significant number or advantages to
retailers, Managing and maintaining an online retailing website is generally
less costly than operating multiple physical storefronts. Online retailers can
efficiently market to a large and geographically diverse customer base while
fulfilling sales from a single centralized location. Online retailers can also
quickly react to changing consumer tastes and preferences by efficiently
adjusting their featured selections, editorial content, shopping interfaces, and
pricing and visual presentations. Online retailers can more easily compile
demographic and behavioral data about their customers that increase
opportunities for direct marketing and personalized services. These benefits
must be evaluated, however, against a number of challenges to physically
inspect, try or use the products and/or services being offered electronically to
determine the products or services authenticity, and concerns about security and
privacy.



ONLINE DISCOUNTED DESIGNER MERCHANDISE



While, as reported in an article entitled "Point, Click and Strut" in
the December 15, 2005 edition of The New York Times, that, five years prior, the
failure of online luxury shopping was so dramatic that it was easy to deny its
potential, such article pointed out that a number of multi-brand luxury shopping
sites survived, including sites that offer discounted designer merchandise such
as Ashford and Yoox, and Net-a-Porter.com, all of which exist today. Such
article cited a November 2005 research report by Internet research company
Forrester, to the effect that people have overcome their initial skepticism
about selling luxury goods online, and that in Europe alone, the retail climate
was changing so rapidly that the percentage of online consumers for apparel and
accessories had increased from 5 percent to 16 percent in the 18 months prior to
such report to 40 million Europeans, with the number anticipated to increase to
73 million people in 2009 in Europe alone.



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TARGET MARKETS



Our target markets include men and women generally between the ages of
approximately 18 and 40 who are comfortable shopping for and making purchases on
the internet, who have disposable income for the purchase of authentic designer
merchandise, including handbags, wallets, belts, watches and other personal
accessories, and desire to purchase such merchandise at discounted prices
compared to traditional retain establishments.



SALES, MARKETING AND GROWTH STRATEGY



Our sales, marketing and growth strategy is designed to establish the
Company as a reliable source of discounted, authentic designer merchandise and
drive shoppers to our website. Such strategy includes the updating of our
website from time to time to foster continued user friendliness, and to add or
change product line. For example, we have recently added various jewelry as
additional available retail products.


We encourage users of our website to make inquiry of us if they desire
a specific product from a particular manufacturer, including style and color.
While we do not guarantee that we will be able to meet all requests, we are
often able to assist users with their inquiry.


To encourage repeat customers, we offer a referral rewards program. If
someone refers a customer to us, we provide such person with an additional 5%
discount off of their next purchase from our website. On our order form, there
is space available for the referred person to type in the referring person's
e-mail address. When we receive the referred person's order, we then send an
e-mail to the referring person advising that we have received such order, and
provide the referring person an additional 5% savings on their next order with
us.



SUPPLIERS; PAYMENT TERMS



We currently secure various authentic designer merchandise on a
purchase order basis from various wholesale vendors with whom we have
established relationships. We plan to maintain and foster such relationships and
to establish and foster new relationships with additional wholesale vendors whom
we plan to meet through word of mouth, trade shows, and through the internet.
Payments are generally made to vendors by credit card and shipped per our
request to customers who themselves have provided us their credit card
information. In this way, we do not have to incur the expense of carrying
inventory.



TECHNOLOGY



Our software is custom designed, which provides us with favorable
search engine rankings frequently in a preferred location on a website search.
We may from time to time further refine our search engine capabilities so as to
possibly achieve even more favorable rankings.



CUSTOMER SERVICE



We provide customer service through our website via e-mail
communication to sales@imageofstyle.com. Order fulfillment is accomplished
through the efforts in in-house personnel and drop shipment from suppliers. All
sales transactions are made on a secure basis to assure consumer confidence.


Due to market fluctuations and changes in vendor inventory, we do not
guarantee a price once a product is ordered. Prices are subject to change
without notice in order to assure the most cost-effective situation for the
customer and our business. If prices do increase due to market changes, we will
contact the buyer to advise them of this change and process their credit
information only after such contact has been established.



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COMPETITION



Retail sales of various products and services continue to expand over
the internet and as such, we experience substantial competition from numerous
competitors, many of whom have substantially greater market presence, branding,
financial and other resources than the Company. Competitors for personal
accessory luxury items include many well known "brick and mortar" retailers who
also maintain retail web sites, as well as well financed and established
discounts web based retailers of personal accessory luxury items that we
presently offer and sell. Accordingly, no assurances are given that we will
successfully compete.



INTELLECTUAL PROPERTY



We own our domain name imageofstyle.com and rely on a combination of
trade secret protections, and confidentiality and non-disclosure agreements, as
well as other contractual provisions to establish and protect our proprietary
rights in intellectual property. Many of our competitors have proprietary
intellectual property which has been patented, trademarked, service marked and
copyrighted.


We plan to enter into non-disclosure and invention assignment
agreements with our employees and outside consultants where appropriate. There
can be no assurance, however, that any of such measures will protect us, that we
will be able to prevent competitors from developing intellectual property or
software with similar or superior functionality, or that third parties will not
infringe upon or misappropriate our intellectual property rights. In any of such
events, our business may be negatively affected. We believe, but cannot assure,
that our intellectual property rights do not infringe on the proprietary rights
of third parties. Litigation to pursue, as well as to defend against
intellectual property infringement is expensive and time consuming with no
assurances of a successful outcome.



GOVERNMENT REGULATION



We are subject both directly and indirectly, to various laws and
governmental regulation relating to our business operations. However, because
the market for electronic commerce is relatively new and rapidly evolving, there
are currently few laws or regulations directly applicable to commerce on the
internet. Due to the increasing popularity and use of the internet and other
commercial online services, it is possible that a number of laws and regulations
may be adopted with respect to electronic commerce, covering issues such as
privacy, pricing, content, copyrights, distribution and characteristics and
quality of products and services. The adoption of certain of these laws or
regulations may have the effect of decreasing the growth of electronic commerce
or increasing the cost of doing business on the internet. Also, the
applicability to the internet and other commercial online services of existing
laws in various jurisdictions governing issues such as property ownership, sales
and other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any new legislation or regulation, or the application of existing laws
or regulations to the internet and other commercial online services could have a
material adverse effect on the Company's business, financial condition, and
results of operations.


We are subject to general business regulations and laws as well as
regulations and laws specifically governing the internet and e-commerce.
Existing and future laws and regulations may impede the growth of the internet
or other online services. These regulations and laws may cover taxation,
restrictions on imports and exports, customs, tariffs, user privacy, data
protection, pricing, content copyrights, distribution, electronic contacts, and
other communications, consumer protection, the provision of online payment
services, broadband residential internet access and the characteristics and
quality of products and services. It is not clear how existing laws, governing
issues such as property ownership, sales and other taxes, libel, and personal
privacy apply to the internet and e-commerce. Unfavorable resolution of these
issues may substantially harm our business and results of operations.



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EMPLOYEES, STAFFING PLANS; CONSULTANTS



Our current sole officer, director and employee is Howard N. Kahn, who
serves as Chief Executive Officer, President, Secretary and Treasurer.


To the extent we experience growth, we may also seek to retain the
services of one or more additional sales and marketing personnel on a part or
full time basis from working capital from operations.



IMPACT OF INFLATION



We do not generally expect inflation to have a material impact upon our
operating results in the future. To the extent we experience cost increases and
are not able to increase our price to clients to offset the costs, such cost
increases will have to be recovered through operating efficiencies and improved
gross profit margins. There can be no assurances that our business will not be
so affected by inflation or that it will be able to absorb cost increases
through operating efficiencies or through price adjustments to customers and
remain competitive. In such event, our operating results may be adversely
impacted.



FLUCTUATION IN QUARTERLY RESULTS



Our business is generally subject to fluctuations in quarterly results,
as is customary in the retail business, and particularly within the apparel and
personal accessory retail sale industry.



LEGAL PROCEEDINGS



From time to time, we may be subject to lawsuits and claims, which may
arise out of our operations and are incidental to our business. We are not
subject to any current lawsuits or claims.



FACILITIES



Our Chief Executive Officer/President provides our executive office to
the Company on a rent free basis.



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PLAN OF OPERATIONS




Our plan of operations during the next twelve months entails the
continued pursuit of our current business model and the continued operation of
our website.


We currently believe that we can satisfy our cash requirements as to
our current operations for approximately the next twelve months with current
cash on hand, and that we will not need to raise any additional funds during
such time period unless we decide to accelerate or expand our operational plans
utilizing cash other than revenues from operations.


We do not anticipate doing any product research and development during
the next twelve month period or purchasing any significant plant or equipment
during such time. We also do not expect any significant changes in the number of
our employees.



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