| | [CARTOON
  LOGO]
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CARTOON ACQUISITION,
INC.



|POSTOFFICEBOX202WYOMING, NEWYORK14591-0202TELEPHONE ANDTELECOPIER(585) 495-6907
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|February 7, 2005
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To: The
Shareholders of Cartoon Acquisition, Inc.



|Dear
      Shareholder:
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On January 25, 2005, James Margulies, the
Company's former holder of approximately 99.99% of Cartoon's common stock,
entered into a private securities transaction with me; whereby, I purchased
approximately 92.5% of the Company's total issued and outstanding common stock.
As the result of that certain stock transaction, Mr. Margulies resigned his
positions as the Company's sole Director, President, Secretary, and Treasurer.
(For additional details on the transaction between Mr. Margulies and I, please
refer to the Company's Form 8-K filing, dated January 26, 2005, which may be
located atwww.sec.gov, or which you may obtain, at no cost to
you, by writing to the Company at the mailing address first written above.)
Beyond January 25, Mr. Margulies remained as a shareholder of the Company and
owns approximately 7.5% of the Company's total issued and outstanding common
stock.

As the result of that transaction, there were no
shareholder-approved members seated on the Company's Board of Directors, and
there were no officers serving the Company as of that date.

I, acting in pursuance of certain provisions
permitted to shareholders by the General Corporation Law of Delaware, took
action by written consent in lieu of a meeting.

The proposals which I submitted to the Company's
shareholders, and which I unilaterally considered and adopted by written consent
in lieu of a meeting (and which are more fully described in the attached
Information Statement), were (a) my nomination to serve as the sole director on
the Company's Board of Directors, (b) to authorize the Company's Board of
Directors to take any action the Company requires to comply with state and
Federal securities laws, and (c) to permit the Board of Directors to take all
steps necessary to establish and to further the Company's plan of operation ( as
such plan was last reported by the Company in its Form 10-SB Registration
Statement, which was filed with the U. S. Securities and Commission on October
10, 2003). Under Delaware Law, the shareholder actions that were taken must have
been approved by a plurality of votes eligible to be cast as of the record date
by the holders of the Company's common voting equity securities at any regular
or special meeting. Accordingly, the affirmative vote by my 185,000 shares
constituted the Delaware State plurality requirement. As the result of the
shareholder actions, I was elected to serve as the sole director on the
Company's Board of Directors, in perpetuity, until my voluntary or involuntary
termination or to the date a successor will be nominated and elected by a future
action of the Company's shareholders.

February
7, 2005 - Page 1

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In addition, by the separate action of the
Company's Board of Directors acting by written consent in lieu of a special
meeting, which was also held on January 25, 2005, the Company's Board of
Directors resolved: (1) to confirm my appointment to serve as the President and
Chief Executive Officer of the Company until a duly qualified successor is
appointed to succeed me, (2) to confirm my appointment to serve as interim
Secretary and Chief Administrative Officer, as Treasurer and Chief Financial
Officer, and as Chief Compliance Officer, respectively, to the date or dates on
which a duly qualified successor or successors, respectively, is or are
appointed to fill those respective positions, (3) to authorize the Company's
President and Chief Executive Officer to enter into any contracts and to do all
acts and things necessary to develop the Company and permitted to by the General
Corporation Law of Delaware, and (4) to authorize the Company's President and
Chief Executive Officer to prepare and deliver certain filings, reports, and
other statements to the U. S. Securities and Exchange Commission.

Therefore, I am furnishing you with the attached
Information Statement to notify you of the action by the written consent of the
shareholders without a meeting in accordance with Section 14(c) of the
Securities Exchange Act of 1934. I must indicate that the action or actions
discussed hereinabove will not become effective until February 27,
2005.

IF YOU WISH TO CONTEST MY ELECTION TO SERVE AS THE
SOLE DIRECTOR OF THE COMPANY, OR, IF YOU WISH TO HOLD PROCEEDINGS TO DETERMINE
THE VALIDITY OF MY ELECTION, YOU ARE ENTITLED TO DO SO IN THE MANNER SET FORTH
UNDER SECTION 225 OF THE GENERAL CORPORATION LAW OF DELAWARE (8 DEL. C. §
225).

This Information Statement is being sent to you
for information purposes only. THE COMPANY IS NOT ASKING FOR YOUR PROXY
STATEMENT OR WRITTEN CONSENT AND YOU ARE NOT REQUESTED TO SEND THE COMPANY A
PROXY STATEMENT OR WRITTEN CONSENT.

Otherwise, if, at any time, I may be of service to
you, please do not hesitate to contact me either at the telephone number or
mailing address first written above, or, you may contact me electronically by
transmitting your e-mail tocartooninvestors@rochester.rr.com.

Very truly
yours,CARTOON
ACQUISITION, INC.

/s/ Randolph S.
HudsonRandolph S.
HudsonActing
President and Chief Executive Officer

February
7, 2005 - Page 2

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