It’s a bit of a conundrum . ..

What I have been told.

This company Play Indies Ltd (similar name) is a

separate entity and has no ownership in the IP intellectual
property www.playindies.com.

Play Indies Ltd is an incorporated company that was set

up in the State of Nevada in July 2006 by the investor.

I have been told that Local business professionals and

companies that know the investor and have specialized in
SEC requirements and were believed to be collectively
working on filing for this company.

Play Indies Ltd is a domestic corporation and is only

allowed to operate business out of the state of
incorporation until a decision is made as to the
preference of business operations so legal council can file
appropriate papers.

The “ Play Indies Ltd” company has been “ revoked “

status “since inception 2006 for not filing initial and
annual file updates.

There was a flurry of activity back in 2006 that occurred

over a short period of time and then it just went away.

In Aug 2007, the investor mentioned to the L.A. Law firm

that two business professionals from Vancouver were still
the guys “stick handling” a now possible OTCBB filing
and that the investor was in the position that requires the
company “ Play indies Ltd to be set up for operations to
do business in L.A.
There were and still are several major contentious issues
that needed to be resolved to say the least and believe
that an L.A. legal firm that had a diverse group of lawyers
specializing in a multitude of business requirements
would provide legal advice with options for forward
movement .

Topic for discussions

1) Current Corporate structure of Play Indies Ltd U.S.

2) Tax Issues of Nevada company Play Indies Ltd

3) Operation issues of Nevada domestic company (Play

Indies Ltd Company.) Set up as a domestic corporation
operation only in the state incorporated.

4) Has Play Indies Ltd U.S. ever actually transacted

business out of U.S?

4) Play Indies Ltd “ to set up operation in L.A. issue

5) Revoked Status of Play Indies Ltd. Issue

6) Play indies Ltd has NO ownership in playgrounds &

Black Eye Productions Ltd Ltd ( Canadian Federally
incorporated Company )

7) Playgrounds & Black Eye Productions Ltd ( Canadian

Federally Incorporated Company does not own the
intellectual Property www.playindies.com

8) Might want to consider reincorporating the Nevada

entity in Delaware or California Company and having the
Delaware entity qualify to do business in California o
incorporating a new entity in California or Delaware. In
thinking about potential investors, given legal firms
experience is that investors are more comfortable
investing in Delaware or California companies. This was
not going to be costly from a legal perspective.

9) Corporate structure of Nova Scotia Company

suggested dealing with ownership, Visa and Corporate
tax issues as a parent company.

10) Corporate structure of offshore Company was not

recommended.

10) Play Indies Ltd solution to Ownership (lease or Buy

Assets)

11) This would require buyout agreement for creative

founder /owners

12) Management contracts, bonus, incentives, employee

contract drafted.

13) Get it in writing. Get it in writing. Get it in writing.

14) Once a decision is made on location of entity paper

work for visas to work and operate a business in L.A.
could possibly commence.

15) Another contentious issue was the share subscription

agreement for Play Indies Ltd U.S. and to verify that it
had not violated any securities regulations.

The subscription agreement the U.S. legal firm reviewed

was comfortable with Section 2D, in the investor does in
fact make representation that he is “ accredited” If the
investor is accredited under the U.S. securities law , there
is much more flexibility in the offering of documents that
can be provided.

However the information communicated by the investor

in a conference call indicated otherwise “ not being
“accredited.” Which means it is a “concern . “However, if
the subscription agreement is relying on regulation S in
issuing securities to the investors and the company had
a valid safe horbour under regulation S, then there would
be no concern.

If this is correct “ Play Indies Ltd” subscription agreement

is relying on Regulation S in issuing securities to the
investors. Was the investor advised by legal council
regarding the Company's ability to use of Regulation S,
and since the law firm in L.A. does not have the facts they
cannot advise fully.

In September 2007 the investor did Not want to change

the Nevada corporation because it is easier in terms of
making changes within the company, whereas a
Delaware Company would require the investor to provide
60 day notification to Shareholders, then call
shareholders meeting. As with the Nevada Company the
process is easier. The lawyers made several attempts to
follow up and that was the extent of it. There was a flurry
of activity that occurred over a short period of time and
then it just went away.