EOS International, Inc., (the company) was incorporated in the State of Delaware in 1984. The company is a holding company owning capital stock of product marketing companies focusing on direct sales of consumer products. Eos has two wholly-owned subsidiaries, Discovery Toys, Inc., a California corporation (Discovery Toys), and I.F.S. of New Jersey, Inc., a New Jersey corporation (IFS) acquired by Eos on January 14, 2003, and Eos holds an 85% interest in Regal Greetings & Gifts Corporation, an Ontario, Canada corporation (Regal). Product Lines The company operates three distinct direct selling companies: Discovery Toys, Regal and IFS. Discovery Toys is a multi-level direct selling company offering approximately 200 educational products, including toys, games, books, and software. Discovery Toys sells its products to its network of approximately 30,000 independent sales representatives who in turn sell the merchandise to friends, family, neighbors and co-workers. Sales of educational toys accounted for over 80% of Discovery Toys revenue during each of the last three fiscal years. Regal is one of Canada’s largest direct selling and mail order distributors of greeting cards, gift-wrap, and innovative household and giftware items, offering up to 3,300 unique products per year. Founded in 1928 as the Regal Stationery Company, Regal initially operated as a commercial printer of greeting cards, gift-wrap and stationery. Regal introduced its consumer mail-order operations in the 1940s. Regal sells its products to its network of over 400,000 independent sales representatives who in turn sell the merchandise to friends, family neighbors, and co-workers. Regal distributes merchandise to its independent sales representatives from its 42 representative service centers located throughout Canada as well as from its main warehouse in Mississauga, Ontario. Regal also sells merchandise via its internet website. Regal also sells its products to schools and non-profit organizations for fundraising programs. IFS is one on the largest direct marketing firms that sells products-based fundraising programs to schools throughout the United States and Caribbean. In the school fundraising market, which represents 106,000 kindergarten through 12th grade (K-12) schools in the United States, IFS works with approximately 12,000 of these schools annually. IFS sells its products through two channels of distribution: direct sales through a national sales force of over 180 employed and contract professionals, and through the Internet via its America’s Lemonade Stand e-commerce business. School fundraising sponsors provide interested students with IFS products which they sell to their friends, families and neighbors. IFS sells its products to its school fundraising sponsors at 30% to 50% off the aggregate retail price of the products sold by the students. Discovery Toys Discovery Toys’ products consist of high quality educational toys, books, and software which are developed and designed in-house or sourced from independent designers or vendors. Products are tested to ensure educational quality, play value, durability and safety. Products are categorized by age level with a focus to grow a child’s natural interests, developmental level, and evolving learning style. Regal Regal offers a unique mix of affordable products in seven primary product categories: Home Decorative, Stationery, Kitchen Items, Home Functional, Special Use Accessories, Children’s Products, and Bathroom Items. Approximately 45% of merchandise offered each catalogue season is new, including new greeting card and gift wrap designs. Approximately 5% of the product line may be selected for customer personalization. Regal also sells a portion of its catalogues to its sales representatives. IFS IFS’ products consist of costume jewelry, calendars, posters, specialty gift items, seasonal items, and confectionery. Competition Regal competes with specialty card stores, such as Hallmark and Carlton Cards, which operate retail outlets across Canada that provide a wide selection of cards, ribbons, and gift wrap. Regal competes with other fundraising companies, including QSP, Inc., Cherrydale, Sally Foster, and Third Wave Fundraising. Discovery Toys competes with educational toy groups such as Leap Frog, Zany Brainy, and Imaginarium. IFS competes with fundraising companies such as Kathryn Beich, Sally Foster, Great American Opportunities, Signature, Cherrydale and QSP, Inc., a subsidiary of the Reader’s Digest Association, Inc.