Food, Diet, & Nutrition Company

BUSINESS PLAN

THINK THIN WEIGHT LOSS CORPORATION

541 Howe Street, Third Floor
Vancouver, British Columbia V6C 2C2
Canada

Think Thin Weight Loss Corporation is a leading provider of products and programs in the diet and nutrition industry. This plan, created by Concord Business Development, Inc., of Vancouver, raised over $4 million for the company.

• FINANCIAL HIGHLIGHTS
• CORPORATE SUMMARY
• MANUFACTURING & DISTRIBUTION
• COMPANY OVERVIEW
• THINK THIN PRODUCTS/PROGRAM

FINANCIAL HIGHLIGHTS

Industry

Food, diet, and nutrition products.

Mission Statement

Think Thin Weight Loss Corporation is a leading provider of products and programs in the diet and nutrition industry. By offering a superior product line, employing innovative marketing techniques, and developing strategic partnerships with manufacturers and distributors, the company will maintain an uncompromising commitment to quality while ensuring a fair return to shareholders.

Strategic Partnership

Think Thin has entered into a strategic partnership with Garden State Nutritionals, one of the top five largest dietary and nutrition product producers, marketers, and distributors in the world. Think Thin is in negotiations with a number of profitable diet and nutrition-related companies to acquire further products that will add significant revenues to the parent corporation.

Target Market

The U.S. population concerned with health and weight issues.

Capital Requirements

Initial seed round of US$1 million; Phase 2 is US$3 million; Phase 3, which includes product launch, is US$5 million.

Use of Proceeds

Product Development and Sales and Marketing.

Management Projections

By the end of Year 1, the company expects revenues to be $32,976,673; by the end of Year 2, revenues are expected to be $55,280,112; and by the end of Year 3, $70,719,527.

Projected Revenues	Year 1	Year 2	Year 3
Net Income (loss)	$120,480	$4,156,067	$6,373,541
Sales Revenue	$32,976,673	$55,280,112	$70,719,527

CORPORATE SUMMARY

The Opportunity

Think Thin presents the investor with the opportunity to participate in the significant profits of the recession-proof diet and nutrition market. The diet and nutrition products industry is experiencing a powerful trend toward consolidation and financial growth.

Vision

The mandate of the Think Thin Weight Loss Corporation is to identify, develop, or acquire innovative products and programs in the diet and nutrition industry. Dr. Louie Scar, the co-creator of the best-selling diet of all time, the Atkins Diet, developed the initial concept for Think Thin. The business direction of the corporation has evolved from the concept of a single diet product to include a broad-based spectrum of products in the diet and nutrition industry that have solid profit potential. Think Thin Weight Loss Corporation is committed to providing safe, effective, and clinically proven health and weight loss products.

Strategic Partnership

Think Thin has successfully negotiated a key strategic partnership with Garden State Nutritionals, a division of Vitaquest International of New Jersey in which Garden State Nutritionals will supply valuable manufacturing, distribution, and marketing. Garden State is a world leader in private label and custom manufacturing of dietary supplement products. Garden State's 225,000 square foot manufacturing facility is able to produce up to 1.5 million bottles of finished packaged goods per week and will fulfill the expected demand for Think Thin's products.

Founded in 1977, Garden State and its affiliate divisions, Windmill Health Products and Celmark International Inc., serve hundreds of leading marketers and distributors in more than 35 countries worldwide, including Australia, Western Europe, Japan, and much of the Pacific Rim, with a distribution of 25,000 pharmacies, health food stores, supermarkets, mass merchants, electronic retailers, and an active mail-order database of two million. Producing more than 4,500 custom products, Garden State has helped pioneer many state-of-the-art technologies in dietary supplement formulations. These include its Betacoat™ and Cellugel™ micro coating systems, bi-layer tablet technology, and its new Phased Control™ time-release delivery system.

Products and Services

Americans spend $50 billion a year on weight loss and nutritional products that for the most part do not work. People are ready for products that will produce results that are healthy, convenient, satisfying, and fit well into today's busy lifestyle. Think Thin is currently in negotiations with a number of weight loss and nutritional product companies that fit this profile. The first of these targeted acquisitions is the Ultimate Lean Routine and Fat Fighter line of products from One World Networks Integrated Technologies Inc. These products were successfully launched in 2000 with revenues of over $8 million in the first year, and over $25 million in the second year. Revenues for the third and current year are projected to be over $40 million. The revenue from these products is predominantly derived from direct response marketing, which has established a base of over 463,000 customers in two years. Think Thin will expand the considerable success of the Ultimate Lean Routine and Fat Fighter line by introducing these products to the retail market, using the powerful distribution network of Garden State, its strategic partner.

Ultimate Lean Routine and Fat Fighter Products

Greg Isaacs, the inventor of "The Ultimate Lean Routine," is one of Hollywood's most recognized fitness and health gurus. Celebrities that he has trained include Russell Crowe, Melanie Griffith, and Pierce Brosnan. As a high profile fitness figure, Greg Isaacs garners numerous valuable press and promotional opportunities for the Ultimate Lean Routine brands. The Ultimate Lean Routine and Fat Fighter brands encompass close to twenty nutritional and dietary-related products including: energy bars, dietary bars, powder form weight loss shakes, powder form energy shakes, multi-vitamin/multi-mineral capsules.

The Think Thin Diet

The Think Thin Program is a meal replacement system of prepared drinks that goes beyond simply reducing calories: it reduces hunger and provides a satisfying sense of fullness. Building on 20 years of experience with the remarkable properties of the Mediterranean diet, the company's new weight loss program is fully developed and has been embraced by the medical community. The company's Think Thin canned or bottled meal replacement drinks will be available to the public through retail outlets, online sales, and in conjunction with medical and clinical programs. The cost of each beverage will be comparable to that of Slim-Fast products and other competitors.

The Think Thin Program has been reviewed by the dean of American Nutrition Professor Tony Vanderhelm, M.D., founder of the American Society for Clinical Nutrition, founding Director of the National Institutes of Health and Obesity Research Center, and Emeritus Medical Director of the Vanderhelm Clinic at St. Luke's-Roosevelt Hospital in New York City. Dr. Vanderhelm was also a consultant to the Surgeon General of the United States on human nutrition. Dr. Vanderhelm is on the company's Advisory Board.

MANUFACTURING & DISTRIBUTION

Garden State Nutritionals

As a leading producer of more than $1 billion in finished retail product per year, processing more than 5 billion doses annually and producing up to 1.5 million bottles of finished package goods per week, Garden State is uniquely qualified to provide support to Think Thin. Garden State's comprehensive suite of support services include product concept, formulation, laboratory services, package and label design, regulatory affairs, and merchandising services.

Garden State Nutritionals has an established distribution network of 25,000 retail chain accounts. These established client bases, well-developed distribution channels, and state-of-the-art technology infrastructure provide a valuable complement to Think Thin's sales efforts. Think Thin plans to leverage Garden State's distribution strength to accelerate its market penetration across all of its target markets.

Target Market

Think Thin is entering a recession-proof boom market. Currently, 15 percent to 35 percent of adults are on diets, and Americans spend $30 billion to $50 billion a year trying to lose weight. Since 1998 dietary supplement sales are estimated to be growing at a rate of 10-12 percent annually.

• 40 percent of women and 25 percent of men are seeking to lose weight.
• 30 percent each are actively seeking to maintain current weight.
• Most people have attempted to diet using more than one method; on average dieters try one method or another for about six months at the rate of more than one per year for two years.

Studies show that low-carb/high-protein diets such as the Think Thin Program are more popular with consumers—and the Think Thin Program has significant advantages over other such diets. Over half (54%) of popular low-carb/high-protein diet users say that their weight loss to date has either met their goal or exceeded their expectations, compared to only 22 percent of those on a low-fat diet plan.

Marketing Strategy

Think Thin will market its nationally advertised, medically validated line of diet products (the Think Thin Drink, Ultimate Lean Routine, and Fat Fighter) that combine the most popular form of weight loss diet in America today—low carbohydrate, high protein. The company's strategy is to build on the revenue and branding momentum created with the Ultimate Lean Routine and Fat Fighter product lines by taking them to the national retail markets using the distribution network of its strategic partner, Garden State.

For the rollout of the Think Thin products, the company will deploy marketing initiatives aimed at both the general public and the medical community. To ensure the development of a highly effective strategy, Think Thin has entered into an agreement with Greg Louis, the acknowledged marketing genius behind the branding of Tommy Hilfiger, USA Today, ESPN, MTV, and Lean Cuisine, among others. To further complement its marketing and distribution efforts, Think Thin will also be utilizing the well-established relationships Garden State has developed to effectively deliver the company's products to its target markets.

The company's marketing strategy will include high-impact advertising, long-term branding and community building, and expanding its expected solid base of medical support.

• Establish brand awareness
  • With the public
  • With the medical community
• Differentiate the company's products from the competition
  • Safe, appetite reducing, high compliance weight loss diet with an effective weight maintenance component
• Develop medical partnerships and support clinical research into weight loss using the company's products

Competition

Atkins Nutritionals

Atkins Nutritionals' low carbohydrate diet bears the closest comparison to the company's Think Thin Program and over the past two years the company has added a product line of drinks, bars, and supplements to what was originally just a diet book. Atkins' primary weakness is the high level of saturated fats that the diet allows and 30 years of criticism by the medical community for both the content of the diet and lack of research into its long-term effects. Atkins' strength is that the diet tends to work better than most and is generally well liked by its users (at least in comparison with other diets).

Slim-Fast Foods

The company's products offer a low-calorie meal replacement that generally follows accepted guidelines for nutrition, albeit with a too-low fat content if the product were the only food source. Their main weakness is that the diet doesn't work any better than any other low-calorie diet...which means that over the long term and for most people, it doesn't work at all AND is difficult to stay on for any length of time. Slim-Fast Foods sold in 2000 for $2.4 billion dollars (acquired by Unilever).

Think Thin Advantage

The strong product line, experienced marketing team, and celebrity and medical endorsements enjoyed by Think Thin will position the company as a leader in the diet and nutrition industry.

COMPANY OVERVIEW

Management Team

Think Thin has assembled a team of experienced medical, management, and marketing professionals with extensive knowledge and experience in public markets and the medical and weight loss field.

Chad H. Steinfeld, Chief Executive Officer and Director

Mr. Steinfeld was the Chairman and CEO of CCA Companies Incorporated and Chairman and CEO of Harwick Companies, Inc., which employed several thousand people worldwide. Chad Steinfeld has built, developed, or operated more than 50 restaurants including Tavern on the Green, which has rapidly evolved into the world's highest grossing restaurant, Maxwell's Plum, and many others. He has also developed health spas and theme parks in North America, Europe, and Asia, including Great Adventure in New Jersey, which is the world's largest independent theme park.

Chad Steinfeld has served as President and Chief Executive Officer of Kitchens of Sara Lee, the world's largest bakery. Mr. Steinfeld was also a Director, Member of the Executive Committee, and Vice President of Consolidated Foods, the parent company of Sara Lee that is ranked within the top 30 companies of the Fortune 500 companies in the United States of America.

Dr. Louie Scar, Chairman of the Board of Directors

The creator of the Think Thin Weight Loss System, Dr. Louie Scar, has researched diet products and appetite control through diet modification for over 30 years. Dr. Scar was the co-creator of the best selling diet of all time, the Atkins Diet.

Working with his associate, Dr. Dudley Whit, Chief Cardiologist at Harvard University, Dr. Scar achieved world recognition for the prominent role he played in the first-ever international telecommunication transmission of EKG, from Africa to the U.S., opening up a new era of medical communications and consultation.

Sally Lida, President, Director

Sally Lida holds a Cum Laude Baccalaureate Psychology degree from Stony Brook University. She worked for a number of years in research for the Psycho-Physiology Laboratory at Stony Brook, where she received awards for her independent research.

While an executive at DynaTech Nutritionals, she worked on the creation of a formula for the Ultra Herbal Power Slim weight loss product. At DynaTech, Ms. Lida set up an extensive multi-level marketing program, bringing on board a major celebrity endorser.

Greg Louis, Vice-Chairman, Marketing Director, and Director

The youngest inductee into the Art Directors Hall of Fame, Greg Louis is a communications guru—the acknowledged marketing genius behind the branding of Tommy Hilfiger, USA Today, ESPN, MTV, and Lean Cuisine.

Mr. Louis was the founder of Louis USA, a $425 million full-service agency with offices in New York, Chicago, Houston, and Los Angeles.

Kate Whitney, Secretary, Treasurer, and Director

Ms. Whitney brings considerable corporate administration experience in both private and public companies to the Think Thin team. Ms. Whitney has worked for the following firms: Pattinson & Brewer in England; Cowan, Lipson & Rumney in England; Tupper & Adams in Canada; Legal Freelance Centre in Canada; Ferguson Gifford in Canada; Jones McCloy Peterson in Canada; and Coglon Wizinsky Dadson & Co. in Canada.

Clark Peterson, Director

A graduate of the University of Miami School of Law, Mr. Peterson practiced law for nine years before co-founding Lums Inc., a restaurant chain that grew into 450 units. In 1969, Mr. Peterson purchased Caesars Palace, a 500-room hotel on the Las Vegas strip. Under his guidance, Caesars Palace in Las Vegas grew to 1750 rooms; he subsequently built Caesars Palace at Tahoe, Nevada, and Atlantic City. In 1990, Mr. Peterson became the Chairman and CEO of the MGM Grand Hotels in Las Vegas.

Clark Peterson has acquired and developed two honeymoon hotels in the Pennsylvania Poconos: Paradise Steam and Cove Haven. In 1984, he started Regent Airlines, a transcontinental luxury airline, which was sold in 1987 to Kirk Kerkorian, principal shareholder of the MGM Motion Picture Studio.

Donald Milne, Director

Mr. Milne is the current Chairman of the IndieProd company. Mr. Milne has been the producer of numerous box office hits such as "Air America," "Footloose," and "L.A. Story" to name but a few. Prior to forming IndieProd, Mr. Milne was Head of Production and President of Columbia Pictures. During his tenure at Columbia, Mr. Milne supervised such projects as "Midnight Express," "The China Syndrome," "Close Encounters of the Third Kind," and "Kramer vs. Kramer."

During Mr. Milne's career, he has garnered 84 Academy Award nominations, of which he received 26. Mr. Milne is a Founding Trustee and Board Member of the Sundance Film Institute in Sundance, Utah, and a Trustee and Board Member of the Museum of Contemporary Art in Los Angeles, California.

Advisory Board

Dr. Tony Vanderhelm, M.D.

Dr. Tony Vanderhelm is Professor Emeritus of Medicine at Columbia University's College of Physicians and Surgeons. Considered the dean of American nutrition, Professor Vanderhelm is the founder of the American Society for Clinical Nutrition, the founding director of the National Institute of Health and Obesity Research Center, and the Founding Medical Director of the Vanderhelm Clinic at St. Luke's-Roosevelt Hospital in New York City.

Professor Vanderhelm was also a consultant to the Surgeon General of the United States on human nutrition and served on the Food and Nutrition Board for the National Academy of Science. The author of over 200 papers in the field of weight and nutrition, Professor Vanderhelm is the recipient of the Distinguished Physician Award from the American College of Physicians.

Dr. James L. Gilford, M.D.

After completing his M.D. at George Washington University, Dr. Gilford enjoyed a long and illustrious career in the Public Service ranks. Early in his career, he headed the national Accident Prevention Program, leading the push for mandatory auto safety belts. After other high-ranking appointments, Dr. Gilford was tapped to become Surgeon General before being appointed Commissioner of the FDA.

Dr. Gilford received numerous honors for his career in public service, including honorary doctorates from the University of Michigan and Emory University, and the coveted Bronfman Prize of the American Public Health Association, the highest public health award in the U.S.

Robert H. Cotter, Ph.D., M.Sc.

Over the course of his impressive career, Mr. Cotter has held senior and consulting positions at leading laboratories responsible for the development and manufacturing processes of numerous pharmaceutical products. He is currently President of Cotter & Fay, Inc., specializing in pharmaceutical plant design, engineering, construction and start-up, and is the President/Principal of a technical consulting service to the chemical process industries, with an emphasis on pertinent regulatory agency requirements.

Maria A. Tolban, Ph.D., R.D.

Dr. Tolban is a registered dietitian and a member of the American Dietetic Association since 1980. She has worked as a clinical and research dietitian and taught graduate college courses in nutrition, counseling, and training. Much of her research as been focused on diets from other cultures and countries and their role in disease prevention and weight control, and she has concentrated her research on diets from the Mediterranean region. An associate of Dr. Scar, they have worked together on appetite control, weight reduction, and nutrition product development since 1985.

Strategic Partnership: Garden State Nutritionals

With the dietary and supplements market set to reach revenues in excess of $12 billion by the end of 2001, Garden State Nutritionals has remained at the forefront of bringing innovative products to meet market changes. For 30 years, this privately-owned corporation has strategically developed, manufactured, marketed, and distributed over 500 nutritional supplements. Garden State Nutritionals is a division of Vitaquest International Inc., one of the largest custom vitamin manufacturers in the USA, and Celmark International Inc., a marketing company that specializes in selling nutritional supplements through electronic media and direct response. Vitaquest manufactures over 4,500 custom products in the United States and in 35 countries.

Garden State is located in a modern, 225,000 square-foot building in West Caldwell, New Jersey. This state-of-the-art facility manufactures and packages a wide range of tablets, caplets, two-piece capsules, chewable wafers, effervescents, powdered formulations, liquids and topicals. A total commitment to quality and Good Manufacturing Practices (GMP) is evident by the fact that Garden State received an "A" rating by the National Nutritional Foods Association, the TGA-Certificate of Manufacturing from the Therapeutic Goods Association of Australia and the ACERIS-Quality Assurance Certificate from the Academy of Clinical Environmental Research and Information Services.

Garden State's dietary products are sold nationwide to over 25,000 retail chain accounts. As a marketing driven company, Garden State offers its customers cutting-edge products with value-added services. Such services include: technical advice, expertise from their scientific advisory board, promotions, national advertising and public relation campaigns via television, radio, and print. Garden State offers a full line of multi- and single vitamins and minerals, function-specific products, specialty products for weight loss, energy, herbal teas and supplements, sports nutrition, lotions and oils, and homeopathic products.

Garden State Nutritionals Management

Keith I. Frank, CEO

In his principal duties as CEO of Garden State, Mr. Frank is responsible for overseeing sales and marketing. In his role with Think Thin, Keith Frank is instrumental in identifying key acquisition targets that will considerably enhance the profitability of the company. Mr. Frank graduated from American University with a degree in Marketing Management.

Garden State Nutritionals Research and Development Team

Garden State's research and development team will collaborate with Think Thin to conduct clinical investigations of Think Thin's proposed products. Garden State has assembled a reputable and capable research and development team who are uniquely suited to qualify the products presented by Think Thin. The members of Garden State's research and development team include:

Jan Benedict, Vice President of Marketing and Sales

Mr. Benedict is responsible for formulating, developing, and marketing nutritional and botanical products for all segments of the nutritional market, including: multi-level marketing (MLM), direct sales, electronic media, health care professional, and Internet companies. Jan Benedict is a respected lecturer in North America, has a degree in Chemistry from the University of Notre Dame, and has completed graduate studies in business administration and marketing from the universities of Minnesota and Pennsylvania.

Rick Hendell, Senior Vice President

Prior to joining Garden State, Rick Hendell gained nearly 25 years of experience in all phases of the natural products industry, including product development, manufacturing, research, sales, and marketing. He is a multiple patent holder in enzyme delivery technologies. Mr. Hendell is a well regarded speaker for seminars and lectures worldwide. Rick majored in biology and chemistry at Fairleigh Dickinson University and William Patterson College.

Seymour "Sy" D. Lavelle, Senior Vice President of Scientific Affairs

Dr. Lavelle serves as Senior Vice President of Scientific Affairs and is responsible for Quality Control, Analytical Development, and Quality Assurance as well as Regulatory/Information Services for Garden State. Previously employed with Squibb and Johnson & Johnson (Ortho Pharmaceutical Corporation and the R.W. Johnson Pharmaceutical Research Institute), Dr. Lavelle has authored or co-authored over 36 publications and over 80 U.S. patents. Dr. Lavelle has served as an adjunct Professor at the University of Kentucky, holds a Ph.D. in Pharmaceutical Chemistry from the University of Wisconsin, and a B.S. in Pharmacy from Brooklyn College of Pharmacy.

THINK THIN PRODUCTS/PROGRAM

Nutritional Products

The company's program consists of dietary and nutritional products, including a revolutionary meal replacement formula that reduces appetite. The multiple products Think Thin Weight Loss Corporation initially proposes to acquire and develop in the retail market include:

Lean Routine™ Products

• Pure Energy plus Shake
• Fat Neutralizer
• Carb Blocker
• Weight Away
• Pure Nutrition
• Enerplex™ for Women
• Enerplex™ for Men
• Age Change™
• Mind Grow™
• Soy Bars™ Peanut Butter Crunch Bars
• Soy Bars™ Honey Nut Bars
• Lean Body Guide
• 20 Body Shaping Secrets Guide

Fat Fighter™Products

• Fat Fighter™
• Desire Fighter™
• Fat Fighter System Weight Away
• Fat Fighter System Fat Neutralizer
• Joy of Carbs Guide

The Think Thin meal replacement prepared drink consists of a precise balance between various constituents of foods, mainly carbohydrates, proteins, and fats. Developed by Dr. Louie Scar (the co-creator of the Atkins Diet), the formula for Think Thin is a major departure from competing products currently in the marketplace. In addition to supplying a full range of other nutrients, the products contain the highest level of "healthy" fat possible derived from olive oil. Based on the Harvard University Mediterranean Diet concept, 20 years of field experience, and supported by current mainstream dietary research, it has been concluded that the level and type of fat in the Think Thin product is not harmful. The meal replacement formula's combination of fatty acids and the ratio of various nutrients aid in appetite reduction in a safe and natural way. Because the Think Thin Drink contains only natural food constituents, it does not need to undergo a lengthy FDA approval process.

Differentiating Factors

The company's Think Thin Program can be clearly differentiated from the competition:

• Especially endorsed by leaders in the medical community (unlike the Atkins Diet, which has faced 30 years of criticism).
• Safe weight loss using a natural, monounsaturated fat source (the olive), (unlike the high saturated fats of the Atkins Diet plan).
• An all-in-one product for ease of use and conceptual simplicity (unlike the Atkins Diet line of products with separate vitamin supplements and other products).
• Appetite reduction—due to healthy fat content—so people follow the diet better and stay on it longer (unlike Slim-Fast's low-fat diet which has no appetite reduction).
• Key component of the product is all-natural olive oil, appealing to the growing number of consumers interested in, and even insisting on, natural ingredients and preferring "herbal" treatments.
• Effective, safe, high-compliance weight maintenance plan that follows the Harvard University Mediterranean diet pyramid. A high proportion of the weight stays off.
• It is something new: a new product without the stigma—and failures—associated in the public's mind with other diets.
• It is something old: the romance of the Mediterranean diet and a simpler, healthier way of life.

Components of the Think Thin Drink

• Carbohydrates —low carbohydrate (similar to the Atkins Diet), approximately 30 grams per day rather than the usual 150 grams.
• Protein —high levels of protein from skim milk or soy. Levels will be in accordance with what is currently considered safe by the medical profession.
• Fat —highest level of monounsaturated fats allowable; derived from olive oil.
• Vitamins and minerals added —three cans of the company's Think Thin drink (equivalent to total dietary replacement) will contain 100 percent of the RDA for vitamins and minerals.
• Calorie content per can —approximately 400 calories. Three cans of the company's Think Thin drink (equivalent to total dietary replacement) meet the National Institutes of Health recommendation for a low-calorie diet that promotes a safe rate of weight loss.
• Think Thin breakfast followed by normal lunch, dinner, and snacks. Total calorie reduction conforms to the lesser amount (500 kcal/day) recommended by the National Institutes of Health for the treatment of overweight by low-calorie diet. Weight loss will be approximately 1 to 2 lbs. per week depending on activity level and degree of overweight.
• Think Thin breakfast and lunch followed by normal dinner and snacks. Total calorie reduction conforms to the higher amount (1000 kcal/day) recommended by the National Institutes of Health for the treatment of overweight by low-calorie diet. Weight loss will be approximately 2 to 3 lbs. per week depending on activity level and degree of overweight.