offering document




 




 







THE
STUDIO ZONE, INC.

a
nevada Corporation










_____________




CONFIDENTIAL
PRIVATE OFFERING MEMORANDUM

_____________




MAXIMUM
OFFERING:




$80,000
(40 Units)

1,600,000
Common Shares




_____________




OFFERING
PRICE:




$2,000
per Unit

_____________




THE
SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND
SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.




SEE
"HIGH RISK FACTORS”

_____________










 




 
















The date
of this Memorandum is September 1, 2005


































Package
No. ___      Offeree
No. ___________________________





The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















THE
STUDIO ZONE, INC. 

_____________

Confidential
Private Offering Memorandum

_____________

A
Maximum OF 40 Units

Purchase
Price: $2,000 Per Unit

Each
Unit Consists of 40,000 Shares of Common Stock

_____________

Offering
Price:

$2,000
per Unit

_______________




This
Confidential Private Placement Memorandum (the “Memorandum”) relates to the
offer and sale (the “Offering”) by The Studio Zone, Inc. (hereinafter “TSZ” or
the “Company”), a Nevada corporation that is extra provincially registered to
transact business in the Province of British Columbia, Canada, solely to
accredited investors, of up to a maximum of 40 Units at a purchase price of
$2,000. 




The
Company has entered into an Agreement (see Final Agreement ("FA") attached
hereto as Exhibit “A”) with The Studio Zone Fitness Center, Inc., a British
Columbia Corporation (the “BC Corp”), under the terms of which the Company has
agreed to purchase and acquire all assets, liabilities, rights and obligations
of the BC Corp (the “Transaction”). The Company shall, therefore, survive the
Transaction as the sole remaining entity. 




As a
condition to closing the Transaction, the Company must secure no less than USD
$80,000 in new investment cash (hereinafter, the closing of the aforementioned
investment cash shall be referred to as "Closing Cash"). The FA will only become
effective co-terminously with the tendering of the Closing Cash. 




There may
be additional closing conditions that must be complied with or waived prior to
the closing of the contemplated Transaction. For
a complete list of the closing conditions precedent to the effectiveness of the
FA, please review Exhibit “A” attached hereto in its
entirety.




Any
monies related to subscriptions to this Offering shall be held directly by the
Company in its bank account in the Province of British Columbia, Canada where
the Company is Extra Provincially registered in its own name. Should
the Transaction fail, all monies held by the Company shall be returned to the
respective investor within ten (10) business days of the closing of this
Offering.




Note: The
Company reserves the right to undertake separate additional offerings on the
same or alternative terms. The minimum subscription is for $2,000 or one Unit.
However, the Company reserves the right to accept subscriptions for a fractional
Unit. This Offering is being made pursuant to Rule 506 of Regulation D,
promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The Offering is scheduled to terminate at 5:00 p.m. Eastern time, on September
30, 2005, unless extended by the Company, without notice to the investors, for
an additional sixty-day (60) period. 




THE UNITS
ARE BEING OFFERED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (INCLUDING THE RULES AND REGULATIONS PROMULGATED THEREUNDER, THE
“SECURITIES ACT”), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY
SECTION 4(2) OF THE ACT AND REGULATION D AND RULE 506 PROMULGATED THEREUNDER.
THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM HAS NOT BEEN REVIEWED, OR APPROVED
OR DISAPPROVED, NOR HAS THE ACCURACY OR ADEQUACY OF THE INFORMATION SET FORTH
HEREIN BEEN PASSED UPON BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES ADMINISTRATOR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. 




THIS
OFFERING COMMENCED ON THE DATE OF THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM
AND SHALL TERMINATE ON SEPTEMBER 30, 2005 (UNLESS THE OFFERING IS EXTENDED AT
THE DISCRETION OF THE COMPANY FOR AN ADDITIONAL 60 DAYS) OR AT AN EARLIER DATE
UPON COMPLETION OF THE OFFERING. THE COMPANY MAY DETERMINE TO CLOSE THE OFFERING
PRIOR TO THE EXPIRATION OF THE OFFERING PERIOD. 







THE
SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A SIGNIFICANT
DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS
OF HIS, HER OR ITS ENTIRE INVESTMENT. INVESTMENT IN THE UNITS IS SUITABLE ONLY
FOR PERSONS OF SUBSTANTIAL FINANCIAL MEANS. FOR A DISCUSSION OF THE MATERIAL
RISKS IN CONNECTION WITH THE PURCHASE OF THE UNITS, SEE “HIGH RISK
FACTORS.”





	 	
      Offering
      Price
	
      Proceeds
      to the Company

	 	 	 
	
      Per
      Unit
	
      $2,000
	
      $2,000

	
      Maximum
      Offering 
	
      $80,000
	
      $80,000







The date
of this Confidential Private Offering Memorandum is September
1, 2005.













The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005























 

CONFIDENTIAL
INFORMATION

 




THIS
MEMORANDUM IS SUBMITTED TO PROSPECTIVE INVESTORS ON A CONFIDENTIAL BASIS FOR USE
SOLELY IN CONNECTION WITH A PRIVATE PLACEMENT OF UNITS CONSISTING OF THE
COMPANY’S COMMON STOCK. THE DISCLOSURE OF ANY OF THE DATA CONTAINED HEREIN OR
SUPPLIED IN CONNECTION HEREWITH OR THE USE THEREOF FOR ANY OTHER PURPOSE EXCEPT
WITH THE WRITTEN CONSENT OF THE COMPANY IS PROHIBITED. THIS CONFIDENTIAL
MEMORANDUM MAY NOT BE REPRODUCED, IN WHOLE OR IN PART, AND IT IS ACCEPTED WITH
THE UNDERSTANDING THAT IT WILL BE RETURNED ON REQUEST IF THE RECIPIENT DOES NOT
PURCHASE SECURITIES OF THE COMPANY. 




THERE ARE
NUMEROUS DOCUMENTS WHICH ARE RELEVANT TO THE TRANSACTION(S) CONTEMPLATED BY THIS
CONFIDENTIAL PRIVATE OFFERING MEMORANDUM, WHICH DESCRIBES THE TRANSACTIONS AND
RIGHTS AND OBLIGATIONS OF THE RESPECTIVE PARTIES. THE STATEMENTS CONTAINED IN
THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM CONSTITUTE A BRIEF SUMMARY OF THE
MATERIAL PROVISIONS OF SUCH DOCUMENTS, AND DO NOT PURPORT TO BE A COMPLETE
DESCRIPTION OF EVERY TERM AND CONDITION AND ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO SUCH DOCUMENTS. IF THERE IS A CONFLICT BETWEEN THE TERMS OF THE
DOCUMENTS AND THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, THE TERMS OF THE
DOCUMENTS WILL GOVERN. EACH PERSON CONSIDERING AN INVESTMENT IN THE COMPANY IS
URGED TO REVIEW ALL SUCH DOCUMENTS. 




THE
COMPANY HAS AGREED TO GRANT, PRIOR TO THE CONSUMMATION OF THE SALE OF THE UNITS,
TO EACH PROSPECTIVE SUBSCRIBER, THE OPPORTUNITY TO REVIEW ADDITIONAL DOCUMENTS
AND TO ASK QUESTIONS OF, AND TO RECEIVE ANSWERS FROM, THE OFFICERS OF THE
COMPANY CONCERNING THE TERMS AND THE CONDITIONS OF THIS OFFERING OR ANY OTHER
MATTER SET FORTH HEREIN; AND TO SUPPLY ANY ADDITIONAL INFORMATION, TO THE EXTENT
THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE
EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH
HEREIN.




THIS
OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE COMPANY
AT ANY TIME AND WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT IN ITS SOLE
DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART NOTWITHSTANDING TENDER
OF PAYMENT OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF UNITS
SUBSCRIBED FOR BY SUCH INVESTOR. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE COMPANY WILL ONLY OFFER AND SELL UNITS TO PERSONS WHOM IT
BELIEVES MEET THE SUITABILITY STANDARDS SET FORTH IN THIS CONFIDENTIAL PRIVATE
OFFERING MEMORANDUM.




NO
ADVERTISING OR OFFERING LITERATURE IN ANY FORM MAY BE EMPLOYED IN THE OFFERING
OF THE UNITS, EXCEPT FOR THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM. NO
PERSON (OTHER THAN THE OFFICERS OF THE COMPANY AND PERSONS AUTHORIZED TO ACT ON
ITS BEHALF) IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM AND, IF GIVEN OR
MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON. NEITHER
THE DELIVERY OF THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM NOR ANY SALES MADE
HEREUNDER, UNDER ANY CIRCUMSTANCES, SHALL CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN SINCE THE DATE HEREOF. THIS
MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PERTINENT DOCUMENTS, APPLICABLE LAWS
AND REGULATIONS. SUCH SUMMARIES ARE NOT COMPLETE AND ARE QUALIFIED IN THEIR
ENTIRETY BY REFERENCE TO THE COMPLETE TEXTS THEREOF.




THIS
MEMORANDUM IS SUBMITTED IN CONNECTION WITH THE PRIVATE PLACEMENT OF THE UNITS
AND DOES NOT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANYONE IN ANY
JURISDICTION IN, WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED. IN
ADDITION, THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM CONSTITUTES AN OFFER
ONLY TO THE PERSON WHOSE NAME AND IDENTIFICATION NUMBER APPEARS IN THE
APPROPRIATE SPACES PROVIDED ON THE COVER PAGE OF THIS CONFIDENTIAL PRIVATE
OFFERING MEMORANDUM. ANY REPRODUCTION OR DISTRIBUTION OF THIS CONFIDENTIAL
PRIVATE OFFERING MEMORANDUM, IN WHOLE OR IN PART OR THE DIVULGENCE OF ANY OF ITS
CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. ANY
PERSON ACTING CONTRARY TO THE FOREGOING RESTRICTIONS MAY PLACE HIMSELF AND THE
COMPANY IN VIOLATION OF FEDERAL OR STATE SECURITIES LAWS. BY ACCEPTING THIS
CONFIDENTIAL PRIVATE OFFERING MEMORANDUM, THE RECIPIENT AGREES TO RETURN THE
SAME PROMPTLY UPON REACHING A DECISION NOT TO MAKE AN INVESTMENT IN THE COMPANY
AND, IN ANY EVENT, PROMPTLY UPON THE REQUEST THEREFOR.




PROSPECTIVE
INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS CONFIDENTIAL PRIVATE OFFERING
MEMORANDUM AS LEGAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH
HIS OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL, TAX AND RELATED
MATTERS CONCERNING THIS INVESTMENT.




THIS
OFFERING IS BEING MADE IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS AND PROVISIONS OF THE SECURITIES ACT OF 1933, AS
AMENDED, BY VIRTUE OF THE COMPANY’S INTENDED COMPLIANCE WITH THE PROVISIONS OF
SECTIONS 4(2) AND 4(6) THEREOF AND RULE 506 ADOPTED BY THE SECURITIES AND
EXCHANGE COMMISSION THEREUNDER.




THE UNITS
OFFERED HEREBY WILL BE ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE
REGISTRATION OR QUALIFICATION PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS
AND MAY NOT BE SOLD OR TRANSFERRED WITHOUUT COMPLIANCE WITH THE REGISTRATION OR
QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR
APPLICABLE EXEMPTIONS THEREFROM.




IF ANY
PERSON ELECTS NOT TO MAKE AN OFFER TO ACQUIRE THE UNITS OFFERED HEREBY OR SUCH
OFFER IS REJECTED IN WHOLE BY THE COMPANY, SUCH PERSON BY ACCEPTING DELIVERY OF
THIS PRIVATE OFFERING MEMORANDUM, AGREES TO RETURN THIS PRIVATE OFFERING
MEMORADUM AND ALL RELATED DOCUMENTS ENCLOSED HEREWITH OR FURNISHED SUBSEQUENTLY,
TO THE COMPANY.




EACH
OFFEREE MAY, IF HE, SHE OR IT SO
DESIRES, MAKE INQUIRIES OF APPROPRIATE MEMBERS OF MANAGEMENT OF THE COMPANY WITH
RESPECT TO THE COMPANY'S PROSPECTIVE BUSINESS OR ANY OTHER MATTERS SET FORTH
HEREIN, AND MAY OBTAIN ANY ADDITIONAL INFORMATION WHICH SUCH PERSON DEEMS TO BE
NECESSARY IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS
CONFIDENTIAL PRIVATE OFFERING MEMORANDUM (TO THE EXTENT THAT THE COMPANY
POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR
EXPENSE). IN CONNECTION WITH SUCH INQUIRY, ANY DOCUMENTS, WHICH ANY OFFEREE
WISHES TO REVIEW, WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING. ANY SUCH
INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN
WRITING AS FOLLOWS:





	
      IF
      TO THE STUDIO ZONE INC.:

       

      Lynn
      Wahl

      The
      Studio Zone, Inc.

      20313
      93rd
      Avenue

      Langley,
      B.C., Canada V1M 2M7

       

      with
      a copy to:

       

      Law
      Offices of Wade D. Huettel, Esq.

      3580
      Utah Street

      San
      Diego, CA 92104







INVESTORS
SHOULD REVIEW THE FOLLOWING LEGENDS REQUIRED BY CERTAIN JURISDICTIONS AND BE
AWARE OF THEIR CONTENTS. PLEASE REVIEW THE FOLLOWING MATERIALS CAREFULLY TO
DETERMINE WHETHER ANY OF THESE LEGENDS ARE APPLICABLE.








The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















NASAA
UNIFORM LEGEND IN
MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.




FOR
RESIDENTS OF ALL STATES: THE UNITS
OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND
SUCH LAWS. THE INTERESTS ARE SUBJECT IN VARIOUS STATES TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OF ADEQUACY OF THE CONFIDENTIAL PRIVATE
OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.




INVESTORS
MAY MAKE AN INDEPENDENT EXAMINATION OF ALL BOOKS, RECORDS AND OTHER DOCUMENTS OF
THE COMPANY TO THE EXTENT AN INVESTOR DEEMS IT NECESSARY, AND SHOULD NOT RELY ON
THE COMPANY OR ANY OF THE COMPANY'S EMPLOYEES OR AGENTS WITH RESPECT TO
JUDGMENTS RELATING TO AN INVESTMENT IN THE COMPANY. ANY OTHER DOCUMENTS OR
INFORMATION CONCERNING THE COMPANY WHICH A PROSPECTIVE INVESTOR REASONABLY
REQUESTS TO INSPECT OR HAVE DISCLOSED TO HIM WILL BE MADE AVAILABLE OR DISCLOSED
SUBJECT TO RECEIPT OF REASONABLE ASSURANCES THAT SUCH MATTERS WILL BE MAINTAINED
IN CONFIDENCE.




Additional
Information




POTENTIAL
INVESTORS ARE ENCOURAGED TO ASK QUESTIONS CONCERNING THE COMPANY AND ANY ASPECT
OF THIS OFFERING. 




FOR
INFORMATION PERTAINING TO TSZ, PLEASE CONTACT LYNN WAHL WHO WILL ANSWER ALL
INQUIRIES CONCERNING TSZ AND THIS OFFERING. MS. WAHL CAN BE REACHED, THROUGH HER
ATTORNEYS, AT (619) 892-3006. POTENTIAL INVESTORS SHOULD SEND ANY WRITTEN
REQUEST FOR ADDITIONAL INFORMATION TO THE LAW OFFICES OF WADE D. HUETTEL, ESQ.
3580 UTAH STREET SAN DIEGO, CA 92104. 




PRIOR TO
INVESTING, THE COMPANY (I) WILL GRANT EACH PROSPECTIVE INVESTOR THE OPPORTUNITY
TO REVIEW ADDITIONAL DOCUMENTS AND TO ASK QUESTIONS OF, AND TO RECEIVE ANSWERS
FROM, THE OFFICERS OF THE COMPANY CONCERNING THE TERMS AND THE CONDITIONS OF
THIS OFFERING OR ANY OTHER MATTER SET FORTH HEREIN; AND (II] SUPPLY ANY
ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR
CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE
ACCURACY OF THE INFORMATION SET FORTH HEREIN.




THE
COMPANY IS NOT CURRENTLY SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IN ACCORDANCE THEREWITH.








The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005


























TABLE
OF CONTENTS








	
      High
      Risk Factors
	
      9

	
      Investor
      Summary
	
      13

	
      Executive
      Summary
	
      14

	
      Summary
      of Offering
	
      16

	
      Overview
      of The Studio Zone, Inc.
	
      18

	
      The
      Studio Zone, Inc.’s Business Objectives
	
      20

	
      The
      Studio Zone, Inc.’s Products & Services 
	
      23

	
      The
      Studio Zone, Inc.’s Marketing & Sales Plan
	
      25

	
      Market
      Analysis
	
      27

	
      Risk
      Avoidance Considerations
	
      31

	
      Description
      of Securities
	
      32

	
      Exhibits:
	
      36

	
      Exhibit
      “A”—Final Agreement
	 
	
      Exhibit
      “B”—Financial Information
	 
	
      Exhibit
      “C”—Subscription Procedure
	 
	
      Exhibit
      “D”—Subscription Agreement
	 
	
      Exhibit
      “E”—Purchaser Questionnaire
	 
	 	 
	 	 
	 	 
























The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005























HIGH
RISK FACTORS




The Units
of our securities offered hereby are speculative and involve a high degree of
risk. The purchase of these securities is suitable only for persons who can
afford the risk of loss of their entire investment. Prospective investors should
carefully consider, among other things, the following risk factors before making
an investment decision.




OUR
BUSINESS IS CAPITAL INTENSIVE AND WILL REQUIRE ADDITIONAL FINANCING WHICH WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS WHICH WOULD IN TURN REDUCE THE SHARE
PRICE OF EARLIER ISSUED SHARES




Our
operations are capital intensive and growth will consume a substantial portion
of available working capital. We may require additional capital in order to fund
our operations. We do not have any commitments for additional financing and
there can be no assurance that such additional funding, if required, will be
available, or if available, will be available upon favorable terms. With respect
to our ability to obtain financing on favorable terms, we do not have
significant assets to serve as loan collateral. Still further, we presently do
not have a sufficient cash flow to qualify for reasonable debt financing.
Insufficient funds may prevent us from implementing our business strategy. In
the event we raise additional funds through the issuance of equity securities,
dilution to the then existing stockholders will result, and future investors may
be granted rights superior to those of existing stockholders. Accordingly, such
dilution would reduce the share price of the any earlier issued shares.





LACK
OF OPERATIONS, POSITIVE CASH FLOW AND PROFITABILITY MAY CONTINUE WHICH WILL
AFFECT OUR ABILITY TO REMAIN IN BUSINESS




In August
2003, principal operations of the Company commenced. We have a limited history
of operations and generation of positive cash flow or profits in the industries
in which we participate. If we do not generate positive cash flow and hence
become profitable, we may not be able to remain in business. The ability of the
Company to operate profitably is dependent upon its ability to market its
products and services and a continuation of the growth in the health and fitness
industry (as to which no assurance can be made). In addition, costs may be
increased as a result of government regulations, which may affect the ability of
the Company to operate profitably. The Company is also subject to business risks
associated with new business enterprises. No assurance can be given as to the
ability of the Company to operate profitably.




UNCERTAINTY
OF COMMERCIAL SUCCESS MAY AFFECT OUR ABILITY TO REMAIN IN
BUSINESS




With
respect to our revenue and profitability prospects, we may not be able to
achieve commercial success with our products and services. Furthermore, the
health and fitness industry is characterized by rapid change and growth.
Accordingly, we may not be able to keep up with the pace of change or fund its
growth. If we fail to achieve commercial success, we will continue to suffer net
losses and we will have to go out of business.




COMPETITION
MAY HAVE AN ADVERSE EFFECT ON OUR BUSINESS




We are
subject to competition from other companies, most notably national and regional
health and fitness centers, including those specializing in alternative fitness
methods, with similar products and/or services. Although some of these
competitors have a significant share of the health and fitness market, the
Company’s goal is to target that portion of the population seeking instruction
in non-conventional forms of exercise such as yoga and pilates. Our prospects,
though, may be adversely affected by our competition as most all health and
fitness centers are now offering instruction in the areas that will be our
primary focus. The introduction of similar or superior products and services by
current or future competitors could have a material adverse effect on our
business and financial condition. 




GOVERNMENT
REGULATION 




The
health and fitness industry is subject to extensive government regulation and
changes in these regulations could have a negative effect on our financial
condition.




The
Company’s operations and business practices are subject to federal, state and
local government regulations in the various jurisdictions in which our fitness
centers are located and where our products and/or services are sold,
including:





	·  	
      general
      rules and regulations of the Federal Trade Commission (the "FTC"), state
      and local consumer protection agencies and state statutes that prescribe
      provisions of membership contracts and that govern the advertising, sale,
      financing and collection of membership fees and
dues;








	·  	
      state
      and local health regulations; and








	·  	
      federal
      regulation of health and nutritional
products.







As it
becomes necessary, we make minor adjustments to our operating procedures to
remain in compliance with applicable laws. Presently, the Company’s operations
are in material compliance with all applicable statutes, rules and regulations
of each jurisdiction in which we operate. Our failure to comply with statutes,
rules and regulations may result in fines or penalties. These may include
regulatory or judicial orders enjoining or curtailing aspects of the Company’s
operations. It is difficult to predict the future development of such laws or
regulations, and although we are not aware of any proposed changes, any changes
in such laws could have a material adverse effect on our financial condition and
results of operations.




To date,
the Company has not been named as a defendant in any lawsuits, and, therefore,
the Company’s operations and financial condition has not been affected by any
legal proceeding. However, we cannot assure you that we will never be named as a
defendant and/or that we will be able to successfully defend or settle all
pending or future purported individual and/or class action claims, and our
failure to do so may have a material adverse effect on our operations and/or
financial condition. 




PRODUCTS
& SERVICES




The
Company’s products and services may not generate positive cash flow; therefore,
directly impacting the Company’s operations and financial condition in the
future. 




Although
the Company has implemented a number of business initiatives to capitalize on
our array of products and services, infrastructure, member base and franchising
program, the success of these business initiatives in the future will have a
direct impact on our operations, financial condition and ability to generate
cash flow. These initiatives primarily focus on selling products and services to
our members within our fitness centers and promoting the Company’s franchising
program. However, we cannot predict whether the Company will be able to generate
revenues from any of these new business initiatives in the future and, in fact,
these business initiative may not be successful in the future. We have limited
experience in marketing products and services to our members. The sale and
marketing of products, services and the franchising program involve significant
risk of competition. If the Company is unable to successfully sell and market
its products, services and franchising program, or to successfully compete in
the health and fitness industry, then the Company may be forced to cease
operations. 




HEALTH
& FITNESS INDUSTRY




The
Company may not be able to effectively compete in each the market for each of
our products and services in the future.




The
health and fitness club industry is, and likely will remain, highly competitive.
Within each market in which the Company operates, the Company competes with
local and national fitness centers, physical fitness and recreational facilities
established by local governments, the YMCA and similar organizations and, to a
certain extent, with racquet, tennis and other athletic clubs, country clubs,
weight reducing salons and the home-use fitness equipment industry. Although the
Company’s focus will primarily be on promoting non-traditional forms of exercise
such as yoga and pilates, we still, nevertheless, will compete with all the
fitness centers detailed above. The Company’s Boutique and Café also compete
with similar type businesses for the discretionary income of our target markets.
The Company may not be able to continue to compete effectively in each of these
markets in the future. Additionally, competitive conditions may limit our
ability to maintain or increase pricing of membership fees, perhaps even adding
initiation fees, and may impact our ability to attract new members.




As we
pursue planned business initiatives, particularly the sale of the Company’s
products and services, and marketing of the Company’s franchising program, we
will be competing against large, established companies with more experience. In
some instances, our competitors may have substantially greater financial
resources than us. We may not be able to compete effectively against these
companies.







TRADEMARK
PROTECTION




The
Company’s trademarks and trade names may be misappropriated or subject to claims
of infringement.




We
attempt to protect our trademarks and trade names through a combination of
trademark and copyright laws, as well as licensing agreements and third-party
nondisclosure and assignment agreements. However, the Company’s failure to
obtain or maintain adequate protection of our intellectual property rights for
any reason could have a material adverse effect on our business, results of
operations and financial condition.




MANAGEMENT
& KEY PERSONNEL




If we do
not retain our key personnel or fail to attract and retain other highly skilled
employees, the Company’s business operations and financial condition will
suffer.




The
success of our business is heavily dependent on the leadership of our key
management personnel, including: Lynn Wahl, Chief Executive Officer, Christine
Hardy, Rachel Bood and Susan Terry. While we intend to enter into customary
employment agreements with each of them, to the extent not already done, the
loss of any of their services would be detrimental and could have a material
adverse effect on the business, financial condition and results of the Company’s
operations. If any of these persons were to leave, it might be difficult to
replace them, and we cannot assure you that we can attract and retain sufficient
qualified personnel to meet our business needs. Competition for these
individuals is intense and increasing. We may not be able to attract,
assimilate, or retain qualified managerial personnel and our failure to do so
could have a material adverse effect on the business, financial condition and
results of operations.




LEGAL
PROCEEDINGS




The
Company could be subject to claims related to health or safety risks at our
clubs.




Use of
our clubs creates some potential health or safety risks to members or guests
through the use of our services and facilities. The Company cannot guarantee
that claims against the Company by members or their guests will not be filed
and/or asserted, or that the Company would be able to successfully defend any
such claim. We also cannot assure you that we will be able to maintain our
general liability insurance on acceptable terms in the future or that such
insurance will provide adequate coverage against potential claims. 




BROAD
DISCRETION AS TO USE OF PROCEEDS; POTENTIAL CHANGE IN USE OF
PROCEEDS

 

Substantially
all of the anticipated net proceeds of this Offering are allocated to working
capital and other corporate purposes. Accordingly, management will have broad
discretion with respect to the expenditure of the net proceeds of this Offering.
Purchasers of the Securities offered hereby will be entrusting their funds to
the Company's management, upon whose judgment the investors must depend. The
Company may enter into joint ventures, acquisitions or other arrangements, such
as joint marketing arrangements and licensing agreements, which the Company
believes would further the Company's growth and development. No assurance can be
given that any such agreements will result in additional revenue or net income
for the Company.

 

Notwithstanding
its plan to develop its business as described in this Confidential Memorandum,
future events, including the problems, expenses, difficulties, complications and
delays frequently encountered by businesses, as well as changes in the economic
climate or changes in government regulations, may make the reallocation of funds
necessary or desirable. Any such reallocation will be at the discretion of the
Board of Directors. No assurance can be given that any such businesses can or
will be profitably operated.

 

THE
RESULTS OF RESEARCH AND DEVELOPMENT EFFORTS ARE UNCERTAIN AND WE MAY NOT BE ABLE
TO COMPETE EFFECTIVELY IN THE MARKETPLACE




The
Company will have to make significant research and development expenditures for
certain products and services to remain competitive. While we perform extensive
testing of new products, the products we are currently developing or may develop
in the future may not be successful. If these approaches are not successful, the
resulting products and/or services may not achieve market acceptance and these
products may not compete effectively with products of competitors currently in
the market or introduced in the future. If we are unsuccessful in the
marketplace, it will affect our ability to remain in business.







OUR
AUDITORS HAVE EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
WHICH MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT




As
discussed elsewhere in this Confidential Memorandum, we have incurred
substantial operating and net losses, as well as negative operating cash flows,
since our inception. Notwithstanding either management undertaking to reduce
costs or raising funds through private placement, we cannot assure you that
management's efforts will lead us to profitability, nor can we provide any
assurance that we can continue raising funds on acceptable terms. As a result,
our ability to continue to operate as a going concern will depend on our ability
to raise working capital and further streamline our operations and/or increase
sales of the Company’s products and services. Our failure in any of these
efforts may materially and adversely affect our ability to continue as a going
concern. If the Company discontinues any portion of its operations, Investors in
the Company may loose any and all invested funds. 




In
preparing our audited financial statements, our auditors have expressed doubts
about our ability to continue as a going concern. If we discontinue operations,
you will lose your entire investment.




FORWARD
LOOKING STATEMENTS




THE
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS ARE BASED ON OUR
PREDICTIONS OF FUTURE PERFORMANCE. AS A RESULT, YOU SHOULD NOT PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS.




THIS
CONFIDENTIAL MEMORANDUM INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING
OF THE SECURITIES ACT AND THE EXCHANGE ACT INCLUDING, IN PARTICULAR, THE
STATEMENTS ABOUT OUR PLANS, STRATEGIES, AND FUTURE BUSINESS AND OPERATIONS
PROSPECTS.




ALTHOUGH
WE BELIEVE THAT THE COMPANY’S PLANS, INTENTIONS AND EXPECTATIONS REFLECTED IN OR
SUGGESTED BY THESE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT ASSURE
YOU THAT OUR PLANS, INTENTIONS OR EXPECTATIONS WILL BE ACHIEVED. IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE
FORWARD-LOOKING STATEMENTS WE MAKE IN THIS CONFIDENTIAL MEMORANDUM ARE SET FORTH
ABOVE IN THIS "RISK FACTORS" SECTION AND ELSEWHERE IN THIS CONFIDENTIAL
MEMORANDUM. ALL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO US OR PERSONS ACTING
ON OUR BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THESE CAUTIONARY
STATEMENTS.





















The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005























INVESTOR
SUMMARY




TSZ, a
Nevada Corporation, has executed the FA with the BC Corp. The Transaction
provides that TSZ will acquire all assets, liabilities, rights and obligations
of the BC Corp, and TSZ shall continue as the surviving entity. 




In this
Memorandum, “TSZ” refers to the operating business that will be the surviving
entity following the contemplated Transaction and is also the listed issuer of
the securities offered by way of this Private Offering Memorandum. In connection
with, and as a condition to the execution of the FA, a minimum of $80,000, which
represents 1,600,000 commons shares and/or 100% of the Company, of equity
capital shall be financed for the operation of TSZ’s business. Other closing
conditions for the Transaction are detailed in Exhibit
“A” attached hereto.




The
financing of Common Stock (the “Common Stock Financing”) described herein would
close simultaneously with the closing of the Transaction. As a result, TSZ will
be the issuer of the securities issued in the Common Stock
Financing.




The
Common Stock Financing is comprised solely of Common Stock of TSZ.




As a
condition to closing the Transaction, TSZ must secure no less than USD $80,000
in Closing Cash. In accordance with the terms of the FA, the Transaction may
only take place co-terminously with the tendering of the Closing Cash.





There are
additional closing conditions that must be complied with or waived. For
a complete list of the closing conditions precedent to the effectiveness of the
Transaction, please review Exhibit “A” attached hereto.




Any
monies related to subscriptions to the Offering herein shall be held directly by
the Company, in the event that the Transaction becomes effective. Should
the Transaction fail, all monies held shall be returned to the respective
investor in accordance within ten (10) business days.








The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















EXECUTIVE
SUMMARY




A.  Executive
Summary of the Final Agreement 




The Final
Agreement provides for the following conditions to be met before the Transaction
shall become effective:





	·  	
      TSZ
      will purchase and acquire all assets, liabilities, rights and obligations
      of the BC Corp. The Company shall, therefore, survive the as the sole
      remaining entity. Once the Transaction becomes effective, The Studio Zone,
      Inc. shall be the sole surviving entity.





	·  	
      The
      BC Corp shall have prepared and shall make available an Audited Financial
      Statement for the year ended December 31, 2004 and an unaudited, but
      reviewed, Financial Statement through June 30, 2005.






	·  	
      Approvals
      of stockholders shall have occurred as
required.





	·  	
      At
      least $80,000 of equity financing shall have been raised for the business
      of TSZ. The Offering that is described in this Private Offering Memorandum
      is intended to satisfy this condition.







You are
urged to read the Final Agreement attached hereto as Exhibit “A” for a more
detailed description of the terms of the Transaction.




B. Executive
Summary of The Studio Zone’s Business




The
Studio Zone, Inc. was incorporated on July 9, 2004 in the State of Nevada. The
Company has acquired all presently existing and/or known assets, liabilities,
rights and obligations of The Studio Zone Fitness Center, Inc., originally
operating as a sole proprietorship until its incorporation on or about August 9,
2005 under the laws of the Province of British Columbia, Canada. The Company
maintains its corporate headquarters and flagship “Studio” in Langley, B.C.,
Canada. Principally, the Company caters to the individual seeking physical,
mental and spiritual well-being—a truly priceless health advantage—by offering
an array of services and products focused on providing a transition to a
healthier lifestyle by non-traditional means. The Company’s focus is to provide
the customer with a full-service, state of the art facility offering instruction
in yoga, pilates and other related methods, a boutique stocked with the latest
training aides, apparel and nutritional foods and beverages, and the planned
opening of a café for those simply seeking a place of refuge or relaxation.





In order
to serve and exploit the shift and growth in the health and fitness industry in
the United States and Canada from traditional forms of exercise to more
non-conventional disciplines with less risk of injury, the Company has designed
and implemented a specialized full-service fitness facility offering instruction
in a myriad of non-conventional methods to meet the rising wellness and fitness
demand. While the Company plans to open 12 fitness centers (“Corporate Studios”)
over the course of the next year located in major metropolitan cities throughout
the United States and Canada, the Corporate Studios are designed primarily to
further the Company’s franchising marketing program and as an additional source
of revenue. Additionally, by and through contracts with small to medium sized
vendors, the Company will develop, promote and retail its own private label
clothing and training aides, as well as nutritional foods and beverages. The
Company’s objective is to choose the right strategic partners to allow it to
leverage its investment and transplant it into areas throughout the United
States and Canada by and through franchising.




The
Company provides an opportunity for growth through its franchising and marketing
program. The Company will strive to cater to the complete wellness and fitness
needs of everyone, not just a select few.




TSZ’s
executive offices are located at 102-20167 96th Avenue
Langley, B.C., Canada V1M 3C5. 




Use
of Proceeds




The net
proceeds to TSZ from this Offering, after deduction of expenses payable by TSZ
by reason of the Offering, will be primarily utilized for marketing and sales,
research and development and working capital for the implementation of its
business model. For purposes of indicating the likely application of the
proceeds of the Offering, TSZ has described below the use of proceeds reflecting
the issuance of the maximum in subscriptions. 





	
      Application
	
      Amount

	
      Offering

       

      General
      Working Capital
	
      $
      80,000

       

      $80,000






TSZ will
identify suitable and appropriate individual and institutional investors
(financial or strategic) that would participate in this cash offering, as
described in Exhibit “D” (hereinafter “Cash Offering”), by irrevocably
subscribing to at least $80,000 of the Cash Offering.




Management,
including the Board of Directors, will determine whether and the extent to which
it will use proceeds from the Offering for purposes additional to marketing and
sales, research and development and working capital for the implementation of
its business model. This decision will be made based upon the total net proceeds
received from the Cash Offering, the timing and likelihood of obtaining
additional financing being pursued simultaneously, the status of negotiations
with distribution partners, operating results, and any other factors that are
deemed materially relevant at the time.













The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005























Summary
of the Offering





	
      Financing:

       

       

       

      Securities:

       

       

       

       

       

      Units:

       

       

       

       

      Offering
      Period:

       

       

      Listing:

       

      Issuance
      of Common Shares:

       

       

       

      Escrow
      Information:

       

       

      Future
      Financings:

       

       

       

      Investor
      Suitability:

       

       

       

       

       

       

       

       

       

       

       

       

       

      Regulation
      FD:

       
	
      TSZ
      is Offering up to a Maximum of Eighty Thousand ($80,000) Dollars worth of
      Units. TSZ may increase the Maximum Offering amount at any time during the
      Offering. 

       

      TSZ
      will be Offering up to One Million Six Hundred Thousand (1,600,000) shares
      of Common Stock pursuant to this Offering. The shares of Common Stock will
      be offered at a purchase price of Five
      ($.05) cents
      per share. 

       

       

      The
      Securities will be offered in Units. Each Unit will cost Two-Thousand
      ($2,000) Dollars and shall represent Forty
      Thousand (40,000) shares of Common Stock.
      TSZ will be offering a maximum of Forty (40) units. 

       

      September
      1, 2005 through
      September 30, 2005. Unless extended for up to an additional 60 days at the
      discretion of TSZ.

       

      The
      Studio Zone, Inc. is not currently a publicly traded company.


       

      The
      Common Shares being issued pursuant to this Offering are exempted from
      registration under Rule 506 of Regulation D, promulgated under the
      Securities Act of 1933, as amended. 

       

       

      Not
      applicable.

       

       

      TSZ
      reserves the right to conduct additional financings in the future. Any
      such additional financings may be conducted on terms that are more or less
      favorable to investors than the terms of this offering.

       

      Investment
      in these Units involves a significant amount of risk. Accordingly, an
      investment in the Units is suitable only for persons of adequate financial
      means who have no need for substantial liquidity with respect to their
      investment and who are capable of suffering a loss of their entire
      investment in any amount of Units purchased. Any person should not
      purchase the Units unless he or she meets the following suitability
      requirements. The prospective investor is an “accredited investor” as
      defined in Regulation D promulgated under the Act or is otherwise a
      qualified investor as determined by the Company based on the circumstances
      of the investor and the amount of the subscription the investor intends to
      make.

       

      Information
      provided in this Private Offering Memorandum may be considered
      confidential information within the meaning of Regulation FD. Use of this
      information for use other than evaluating an investment in the offering
      made by this Private Offering Memorandum represents a violation of
      Regulation FD.















C. Financial
Results




The
Financials as indicated earlier in this Memorandum are attached hereto as
Exhibit “B” and incorporated herein by reference.
















The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005























OVERVIEW
OF THE STUDIO ZONE, INC.




CORPORATE
HISTORY




Originally
founded in 2003 by Lynn Wahl, The Studio Zone, Inc. offers instruction in
alternative fitness disciplines, retails all related training aides and apparel
and will soon feature a café specializing in nutritional foods and beverages.





The
Company’s flagship studio is located in the city center of Langley, B.C., and
features multiple, spacious studios - all with hardwood floors, ample props, and
lots of light. There is also a Boutique filled with CD’s, books, videos,
candles, clothing, and training aides for sale.




The
Center offers over 80 classes per week - from early morning to late evening,
seven days a week - including specialized classes in the various disciplines.
Special workshops with guest teachers are held from time to time.




All of
the Company’s teachers have received extensive training in the discipline they
teach. The Company also has its own internal training program that all
instructors must take before becoming authorized to teach a member based
class.




Having
commenced as a local fitness facility, The Studio Zone, Inc. will always be
dedicated to an open and inquiring approach to non-traditional disciplines
through the rich diversity of their traditions.




LONG-TERM
BUSINESS OBJECTIVES




The
Company’s long term goal is to adequately serve that portion of the population
in the United States and Canada seeking non-conventional forms of health and
fitness for the purpose of maintaining a healthier lifestyle. By and through its
approach to the non-traditional health and fitness industry, the Company will
focus on selling franchises and promoting its private label through each of its
locations in city centers throughout the United States and Canada. Based on its
business concept, as well as its approach to expansion, the Company is
positioned to capitalize on the shift in the health and fitness industry from
traditional forms of exercise to non-conventional disciplines that minimize the
risk of injury. 




PREMISE
AND MISSION




A
fundamental premise underlying the Company’s approach to the health and fitness
industry is to provide affordable, low-cost instruction in non-traditional
disciplines that meet the practical requirements of a shifting and thriving
market. 




The
mission of The Studio Zone, Inc. is the pursuit of an eclectic, inclusive, and
non-dogmatic approach to the study of disciplines such as yoga and pilates, as
taught by only the most outstanding teachers in the various traditions. The
Company offers classes in a wide range of styles and encourages each member to
use the full breadth and depth of the heritage to explore his or her own path
toward self-transformation.




EXECUTIVE MANAGEMENT





 

As of
July, 2005 the company had five (5) full time employees. Unlike any other health
and fitness center, the Company has a very strong team capable of implementing
its business model for its strategic target market. The core team of the Company
has extensive experience in all aspects of the fitness industry. This core team
with a proven track record has
contributed to a well-coordinated implementation of the Company’s objectives.


 

The
Executive officers and managers are as follows:

 



Name     Position




Lynn
Wahl    Chief
Executive Officer

Christine
Hardy   Vice
President, Pilates Division

Rachel
Bood    Vice
President, Dance Division

Susan
Terry    Vice
President, Yoga Division



Lynn
Wahl




Lynn is
the founder of The Studio Zone and has over 20 years experience in all aspects
of dance and fitness facilities.  Ms. Wahl's experience in managing a
fitness facility includes hiring staff, training staff, organizing all aspects
of the business, payroll and gross projections, sales, marketing, client
services and accounting.  




Christine
Hardy




Christine
started in the Fitness Industry approximately 12 years ago. Her experience
includes teaching a variety of fitness programs and group classes all over the
lower mainland and at various gyms and community centers. Christine always has a
large following of students very dedicated to her special and unique style of
teaching. She discovered about 6 years ago that Pilates was definitely where she
wanted to further her training and certification, and proceeded to do just that.
Christine now puts all her focus and unique teaching style into her pilates
programs and has a very strong following of dedicated students whom are feeling
and seeing the great results.




Rachel
Bood




Rachel
started dancing at the age of 2. Her extensive experience in Ballet, Tap, Jazz,
Modern, Lyrical, Musical Theatre and Hip Hop has taken her on a personal journey
of self expression and exposed a passion to share her knowledge with others.
Rachel has been teaching for 10 years and completed her Modern/Jazz advanced
associates exams through A.I.D.T with honors. Her students have excelled in
competitions throughout Vancouver Island and the Lower Mainland. She has won
choreography awards as well as the overall excellence and 1st place Diamond
Choreography awards from American Dance Awards. Rachel works hard to bring the
upbeat world of dance to all age levels in a comfortable and caring environment
while challenging both mind and body to create a lasting love of
dance.




Susan
Terry




Susan
started studying Hatha and Ashtanga yoga about 5 yrs ago and quickly grew to
love the amazing results she felt from a regular practice. She went on to obtain
a certification in Ashtanga yoga and continues to study, while teaching her
students all she can to help them balance and bring an inner peace to their own
lives.











The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















THE
STUDIO ZONE, INC.’S BUSINESS OBJECTIVES




BUSINESS
STRATEGY




Our
continuing business focus is to maximize the revenue derived from each member
and grow our member base. The amount generated per member through monthly dues
and products and services revenues will provide the necessary funding for the
remainder of our operations. Research suggests that the more serious member
spends in excess of $1,500.00 annually on fitness related needs for alternative
methods of exercise. We expect to continue to maximize the per member revenue as
well as grow our membership base using the following strategies:





	 ̈  	
      Optimize
      Our Product and Service Offerings.
      We will use our clubs for the delivery of value-added products and
      services such as personal training, private-label products, group exercise
      classes, fitness related merchandise, fitness magazines and our Wellness
      Program. Integrating these ancillary products and services into core
      fitness center operations positions the Company to meet all of its
      members' wellness and fitness needs. We are committed to the continuing
      development and integration of new and innovative products and services.
      Our vendor agreements will afford us the opportunity to "test-market" new
      products and services without exposing our entire operation to the outcome
      of any one particular product.








	 ̈  	
      Realize
      the Benefits of Franchising.
      Primarily, the Company’s sales and marketing resources are devoted to
      promoting the franchising program. It is our expectation that each
      Corporate and Prototype Center will contribute higher levels of operating
      income as they enhance their ability to generate
  revenue.








	 ̈  	
      Maximize
      Our Sales & Marketing Program.
      We will focus on leveraging the position of the Company’s roll-out and its
      private label brand. Although we have not traditionally relied on
      television advertising as a vehicle for marketing products and/or
      services, the Company is presently in the process of developing a
      television marketing campaign to mass advertise products and services, but
      more importantly, the Company’s franchising program. In addition, the
      Internet represents a tremendous opportunity to promote the Company’s name
      and brand. 








	 ̈  	
      More
      Efficient Operations.
      After an initial period of expected and anticipated development of our
      Corporate Studios and business model, we are considering centralizing all
      billing systems to realize economies of scale. In particular, we have
      launched several initiatives to improve operating efficiencies and reduce
      operating costs, including staff reductions. As part of this program, we
      will further develop the Company’s integrated and centralized computer
      management system accessible by each of the franchised facilities. Thus,
      all members will have access to other Centers while traveling away from
      home.








	 ̈  	
      Electronic
      Payment Option.
      We intend on integrating an electronic payment option for each of our
      membership programs, in effect providing our members with a convenient
      alternative to paying membership dues in cash or by check. However, this
      is not expected to occur until we are able to centralize the Company’s
      entire billing system. 







GROWTH
THROUGH FRANCHISING




To build
upon our operations and to increase awareness of our private label and overall
business, we plan on selling franchises in order to rapidly grow. Further, to
reinforce operating results and maximize cash flows, we have chosen to limit the
number of Corporate Studios, excluding our flagship Studio, and focus more on
establishing marketing relationships and selling franchises. 




Generally,
a new fitness center requires approximately 7 to 10 years for its member base to
mature. Thus, earnings contribution and cash flow potential are directly
affected for this entire length of time. For this reason, the Company has
decided to concentrate the majority of its resources into its franchising
program, thereby attempting to increase earnings and cash flow in less than the
aforementioned 7 to 10 year period of time.




The
Company’s program for expansion, including franchising, is divided into three
distinct areas:





	 ̈  	
      Primarily,
      the focus of our franchise marketing program is geared towards generating
      interest and selling franchises based on our prototype fitness center
      (“Prototype Studio”). The Prototype Studio is designed to, ideally, cost
      less to start-up and subsequently maintain than other similar facilities.
      Additionally, the Prototype Studio has been planned to maximize use of
      interior space by providing the proper number studios devoted to the
      services our members demand. 








	 ̈  	
      Franchising
      opportunities also extend to already established fitness centers located
      in city centers. As part of the franchising agreement, such fitness
      centers are required to upgrade and expand to comply with the design of
      our Prototype Studio, including adding and upgrading exercise equipment,
      leasing additional space and refreshing interior and exterior finishes to
      improve club ambiance. We believe that through this type of expansion we
      will continue to increase our membership base and increase revenues,
      thereby capitalizing on our marketing and administrative
      infrastructure.








	 ̈  	
      Finally,
      as a result of our ability to implement and market our franchising program
      in a fragmented industry, we are positioned to identify opportunities to
      acquire existing fitness center operations located in city centers at
      reasonable prices, thereby increasing the number of Corporate Studios.
      Although such acquisitions fall squarely within our tactical goal of
      expanding our reach, increasing penetration in key markets, and leveraging
      our overall infrastructure, we have no near term plans for expanding our
      Corporate Studio base through acquisitions. However, the Company may alter
      its plans as it deems necessary.







Our
flagship Corporate Studio is located in Langley, B.C., Canada. While the
majority of our growth, is anticipated to occur in the United States and Canada,
we will, nevertheless, also seek to develop and establish international
relationships that we believe will be profitable. To this end, international
franchises will further leverage our brand and private label identity into new
and developing markets without the inherent risk and capital requirements of
direct foreign investment.







[Missing Graphic Reference]

The
Company has projected its franchising sales to 711 franchises over the next five
years generating an estimated $10,665,000 in up front sales and royalties of
$134,080,350. The following is a breakdown by revenue stream:







The
Company will benefit in the following ways from its franchising
program:





	 ̈  	
      Greater
      margins and increased cash flow.








	 ̈  	
      Royalties
      from the Prototype Studios.








	 ̈  	
      Less
      staffing as the Corporate Representative will be responsible for initial
      training and ongoing support.








	 ̈  	
      Better
      support system for franchisees.








	 ̈  	
      Increased
      name recognition as the advertising and promotion fund is
      larger.








	 ̈  	
      Development
      of regional/local supplier networks.














The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















THE
STUDIO ZONE’S PRODUCTS & SERVICES




Our
fitness center studios provide a platform for the delivery of our private label
products, customized fitness services and café services to our fitness-conscious
members. By integrating personal training, private-label products, and Fitness
Café into our core operations, The Studio Zone, Inc. is positioned to become an
outlet prepared to meet all of our members' wellness and fitness
needs.





	 ̈  	
      Customized
      Fitness Services.
      We will offer fee-based personal instruction in various non-traditional
      disciplines in each of our clubs. As our franchising program excels, we
      will integrate personal training services into our membership programs to
      assist our fitness-conscious members meet their goals.









	 ̈  	
      Flexible
      Approach.
      As locally owned, existing fitness centers purchase franchise rights and
      implement our Prototype Studio, we will revise our approach to marketing
      and expand our private label products and fitness services available to
      members based on models that we consider will generate increased cash
      flow. As the demand for our business and services continues to increase,
      it is our belief that we can expand on our present line of products and
      services to meet the ever-changing needs of our
members.








	 ̈  	
      Private-Label
      Products.
      In order to increase awareness on our identity, the Company will develop a
      full line of The Studio Zone, Inc. products, including training aides,
      apparel, and nutritional foods and beverages. Several of these products
      will be integrated into our membership programs in order to assist members
      in meeting nutritional goals as they start their fitness program. As a
      policy, we require manufacturers and suppliers of our products to adhere
      to quality control specifications in addition to those imposed by any
      local, state or government agencies. 








	 ̈  	
      Fitness
      Café.
      Once open, the Company’s Fitness Café will offer ready-to-drink meal
      replacement shakes and drinks, energy bars, snack bars, high protein bars,
      weight loss products, multi-vitamins and meal replacement powdered drinks.
      The Company’s Fitness Café is also expected to include a juice bar that
      provides only natural fruit juice drinks enhanced with nutritional
      products. 








	 ̈  	
      Fitness
      Boutique.
      Our members provide a captive market of fitness conscious consumers. Our
      Fitness Boutiques have been designed to provide products most needed by
      our members before, during and after their workout. Our Boutiques offer
      workout apparel, training aides and other related products.
    








	 ̈  	
      Wellness
      Program.
      The Studio Zone’s Wellness Program is customized to an individual's unique
      metabolism by determining specific calorie needs based on an individual's
      resting metabolic rate and specific weight goals.









	 ̈  	
      Health
      Coverage—Existing Contracts.
      As a value added service to membership, we offer each of our customers an
      option to purchase health discount packages through AWR, Inc. This service
      is particularly of interest to our members who do not have health
      insurance as it offers reduced fee health care. Members are able to choose
      from a premium subscription at a cost of $45.00 per month, or a lower
      option at a cost of $30.00 per month. These fees are much lower than the
      cost of any monthly health care insurance premium and allow the
      subscribing member to access an extensive network of health care
      professionals at a reduced and pre-negotiated
cost.







 

STATE
OF THE ART FACILITIES




All of
our fitness centers are located in city centers. All of our Prototype Studios
are relatively the same in size, space distribution and feel. However, our
Corporate Studios are approximately 50% larger than our Prototype Studios since
we devote considerable amount of marketing into these studios to assist in the
growth and implementation of our franchising program. All of our fitness centers
are equipped with only state-of-the-art studios and equipment available for
customers to rent. All personnel working at any Corporate or Prototype Studio is
required to complete a comprehensive in-house training program. 




Our
Corporate and Prototype Studios are geared toward meeting the needs of our
members. Therefore, particular services may vary from studio to studio. Our
Prototype Studio tends to range from 2,750 to 3000 square feet, while our
Corporate Studios range from 4,000 to 4,250 square feet. The Prototype Studio is
designed to cost less to construct and maintain than our Corporate Facilities,
but still has the capacity to accommodate a significant amount of members.
Generally, excluding the franchising fee, out Prototype Studios require an
investment of approximately $25,000 in start-up and/or tenant improvement
costs.




MEMBERSHIP
PLANS




Our
prospective members are able to choose from numerous membership plans to meet
their needs. Each available membership plan allows members to access all of our
other fitness centers. However, the plans do offer prospective members different
products and services as part of their membership. Occasionally, we have special
membership promotions that limit a member’s access to a single fitness center
and to certain days and non-peak hours. Through our electronic billing system,
we are able to offer our members a variety of different payment options. As part
of plan for growth and expansion, we have eliminated initiation
fees.




Our
membership fees generally range from $500 to $1,500, with the average being
$750.00. The membership fee is based entirely on the following
factors:

 


	 ̈  	
      The
      membership plan selected.




 


	 ̈  	
      Additional
      products and services chosen as part of the membership
    plan.








	 ̈  	
      Availability
      of sales and/or marketing promotions. 








	 ̈  	
      Type
      of club joined, Corporate or Prototype
Studio.







In
addition to not charging initial initiation fees, the Company’s members may
purchase items at our Fitness Boutique and Fitness Café at reduced prices.





Our
Corporate Studios offer membership plans with additional incentives, such as a
monthly allowance for use at our Boutique and Café. 











The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















THE
STUDIO ZONE, INC’S MARKETING AND SALES PLAN




MARKETING
& SALES STRATEGY FOR FRANCHISING PROGRAM




In order
to promote, market and sell franchises, we have decided to deploy a Regional
Corporate Representative to a geographic region as defined below.




Regional
Corporate Representative—In order to reduce overhead costs further, our focus
will be on having one Regional Corporate Representative per region for sales
purposes. This Regional Corporate Representative would also serve to assist each
of our franchisees in setting up their Prototype Studios. 




(A) This
strategy is based on the following assumptions:





	 ̈  	
      Each
      geographic region will hold a maximum of 4
franchises.








	 ̈  	
      The
      Initial Franchise Fee for a Prototype Studio is
$15,000.








	 ̈  	
      The
      Regional Corporate Representative would receive a fixed salary, plus
      commission.








	 ̈  	
      Each
      franchisee pays a Royalty equal to 8% of their monthly gross
      sales.








	(B)  	
      Responsibilities








	 ̈  	
      The
      Regional Corporate Representative will essentially be responsible for
      finding, screening, training and supporting franchisees in the area.
      








	 ̈  	
      Franchisees
      must be approved by the Company.








	 ̈  	
      The
      responsibilities of the Regional Corporate Representative can be revised
      by the Company from time to time and without
notice.








	(C)  	
      Relationships








	 ̈  	
      The
      Company enters into the Franchise Agreements directly with each
      Franchisee.








	 ̈  	
      The
      Regional Corporate Representative is not a party to the Franchise
      Agreement, unless a franchise owner.








	 ̈  	
      The
      unit franchisees pay their royalties directly to the
    Company.








	(D)  	
      Fees
      to be paid to the Company








	 ̈  	
      The
      Franchisee will pay to the Company an initial Franchise Purchase Fee of
      $15,000.








	 ̈  	
      Royalty
      Fees totaling approximately 8% of gross
sales.















GENERAL
MARKETING & SALES TECHNIQUES




Our
general marketing and sales goals will be achieved through the following
means:





	 ̈  	
      Media
      Advertising.
      Periodic advertising will be placed in local papers throughout the United
      States and Canada, particularly in large metropolitan areas to generate
      interest and increase awareness in the franchising program and studios.
      








	 ̈  	
      Health
      & Fitness Seminars & Tradeshows.
      All major seminars will be attended by Company representatives. We also
      purchase space at tradeshows to showcase our private label brand, as well
      as our other products and services. 








	 ̈  	
      Toll
      Free Number.
      We have established a toll free number that will be used as a marketing
      tool for promotions, advertising and our product line.









	 ̈  	
      Direct
      Mail.
      We will continually distribute flyers through the mail to residents of all
      major cities and surrounding urban areas throughout the United States and
      Canada.








	 ̈  	
      Online
      Marketing.
      An aggressive email campaign will be directed to users of all major web
      servers. We will also market online by buying targeted key word searches
      on select search engines, and direct advertising on popular websites.
      








	 ̈  	
      Sales
      Calls.
      In the future, we will also seek to establish relationships to distribute
      our private label brand directly to major retail and department stores to
      generate further interest in our Corporate and Prototype
      Studios.







Our sales
strategy is very aggressive and services our bottom line within a short period
of time. 




As
product quality will be of utmost importance in our success, we will only carry
products that meet the quality control tests. Having a superior line of products
and services will allow us to aggressively, and confidently, sell our products,
services and, most importantly, our franchises.

















The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















MARKET
ANALYSIS




MARKET
OVERVIEW




The
fitness industry has benefited from several key growth drivers, including
increased focus on health and physical fitness and numerous publications
emphasizing the importance of health and fitness. Accordingly, research studies
in the health and fitness club industry indicate that the number of people
seeking healthier lifestyles is increasing annually. In fact, a recent study
suggests that more than 41.1 million people will be members of a health and/or
fitness facility in the United States by 2006. Numerous factors have converged
to spurn the growth of the health and fitness market, including but not limited
to, an increased membership by women, increased awareness of the link between
exercise and good health, and, in particular, increased interest and shift in
the market to non-traditional or alternative methods of achieving a healthier
lifestyle through disciplines such as yoga and pilates.




In fact,
there are approximately 17,000 fitness facilities in the United States alone,
and over 33 million members. The industry's compound annual growth rate of
revenues was 8.2% from $6.5 billion in 1993 to $12.2 billion in 2001, and its
compound annual growth in the total number of clubs increased at a rate of 4.8%,
from 11,655 in 1993 to 16,983 in 2001. The demand for club memberships rose in
the same period at a faster pace than supply, as memberships increased at a
compound annual growth rate of 5.0% from 22.9 million in 1993 to 33.8 million in
2001.




Although
the fitness industry benefits from tremendous growth over the last several
years, the industry remains fragmented with less than 10% of commercial health
clubs in the U.S. owned and operated by companies that own more than 25
clubs.




As
competition increases and the growth and shift in the health and fitness market
occurs, it has become necessary to offer products and services that are
available to a larger segment of the population. After evaluating the market,
the Company’s business model targets this market and is geared to provide an
opportunity for profitability for the following reasons:





	 	
      -- 
	
      High
      Revenue From Membership. Serious
      practitioners of yoga and other related disciplines spend approximately
      $1,500.00 a year on instruction, apparel and
equipment.







-- Boutique
Growth Potential.
Providing customers with lower cost-brands that are high-quality. 





	 	
      --
	
      Market
      Growth Potential.
      More than 12% of the U.S. population is interested in yoga. To this end, a
      recent survey revealed that more than 35.3 million people would try yoga
      during the course of the next year. Additionally, roughly 4.7 million
      Americans take Pilates, with the number increasing almost daily.
      







--The
Studio Zone’s Opportunity. The
Company is positioned to offer a variety of products and services, providing its
members with the flexibility to maximize their fitness allocated time.






	 	
      -- 
	
      The Studio Zone’s Capability to provide
      Additional Services. 
      The Company is well-equipped to provide additional services requested by
      its customers. In addition, the Company has developed a system that allows
      it to address issues that may arise related to its products and/or
      services.










COMPETITION




The
Company is prepared to meet all of the needs of its members, from fitness to
proper dieting. We strive to be an operator of franchise fitness centers located
throughout North America. The Company will compete with other similar
non-traditional fitness centers, as well as conventional physical fitness and
recreational facilities. We also compete, to some extent, with boutiques and/or
sporting goods stores and cafés. Future competitive factors may emerge which may
lessen our ability to compete as effectively.




We
believe competition has increased to some extent in certain markets, reflecting
the public's enthusiasm for fitness. The Company, however, has developed
membership plans that are affordable and we have the flexibility to be
responsive to economic conditions.




Our
pursuit of new business initiatives has us competing against large, established
companies with more experience selling products on a retail basis. In some
instances, our competitors for these products have substantially greater
financial resources than we have. We may not be able to compete effectively
against these established companies.




The
following charts provide an overview of the amount of classes typically offered
by our regional and national competitors in yoga and pilates, the Company’s two
primary areas of instruction, as well as other services offered by said
competitors and how the Company compares:




 

TARGET
MARKET




The
Studio Zone will target multiple groups in its aggressive sales and marketing
program:





	(1)  	
      Young
      and Middle Aged Women:
      This group is the core segment of potential clients of The Studio
      Zone.  Their demographic characteristics are the
      following:








		
      Ages:
      19-55. 





		
      Health/Lifestyle
      Issues: Women focused on healthy food and dieting.  Over 70% of this
      group are members of gyms. Approximately, 40% of potential customers have
      taken yoga classes before. 





		
      Social
      Pattern:  Will more likely attend as part of group. 
      





		
      Center's
      selling point: Close to work and/or home.  The session lowers
      stress.  Can be attended with friends and/or colleagues as group
      activity.  








	(2)  	
      Individuals
      Seeking Healthier Lifestyle:
      Any and all individuals seeking a healthier alternative lifestyle is a
      secondary target group.  Their demographic characteristics are the
      following:








		
      Ages:
      18 to 34. 





		
      Sex:
      Males and Females. 





		
      Health/Lifestyle
      Issues: Active individuals that are focused on healthy food and
      dieting.  While it is foreseen that many individuals in this target
      group may be members of a gym, this secondary group targets all
      individuals. 





		
      Social
      Pattern:  Will more likely attend alone and/or with family or
      friends. 





		
      Center's
      selling point: Close to work and/or home.  The session lowers
      stress.







By and
through targeting these specific groups, the Company firmly believes that it
will further enhance its products and services, thereby increasing the
effectiveness of its advertising campaign. The Company’s products and services
are designed and marketed to be affordable by the masses.




COMPETITIVE
ADVANTAGE




It is our
belief that the following factors will allow us to achieve positive cash flow
more rapidly:





	 ̈  	
      Full
      Service Wellness and Fitness Center.
      The Company offers a wide array of fitness center products and services.
      The Company’s plan is to have a visible presence in all large metropolitan
      areas, including New York City, Los Angeles, Chicago and Miami. We believe
      that our scale and concentration in major metropolitan areas achieves
      marketing and operating efficiencies, enhancing our value to both the
      local and national population.








	 ̈  	
      Distinctive
      Brand Name.
      We believe that The Studio Zone, Inc.’s brand will become synonymous with
      quality and value and that our private label will enhance the likelihood
      that potential members will prefer our clubs to those of our competitors.
      This awareness will also allow us to benefit from strategic marketing
      alliances with small to medium sized vendors since the Company will be
      able to offer inventory to franchise owners on a consignment basis (up to
      $20,000 in products). 








	 ̈  	
      Licensing
      Agreements.
      We are in the process of entering into licensing arrangements with small
      to medium size fitness vendors to manufacture products that will retail at
      our Corporate and Prototype Studios. 








	 ̈  	
      Maximized
      Member Retention.
      As a result of our state of the art facilities, the Company has the
      ability to achieve successful member retention rates. On average, health
      and fitness centers annually retain over 50-70% of their members. We
      strive to retain at least this percentage of members through various
      marketing and sales techniques, but most of all through the quality and
      affordable cost of our products and services.









	 ̈  	
      Increased
      Cash Flow.
      Our anticipated ability to maintain successful member retention rates,
      profitable member base and substantially fixed operating costs result in
      predictable and growing cash flows. 








	 ̈  	
      Minimal
      Direct Investment in Fitness Centers.
      As a result of our franchising program, we will not have to incur the
      expenses associated with establishing only Corporate Studios. Avoiding
      this expense provides us with the ability to maintain a base of modern,
      well-equipped facilities. 








	 ̈  	
      Flexible
      Membership Plans.
      We offer a variety of membership options and plans. All of our membership
      options include additional amenities and access to all of our fitness
      centers. Similarly, we offer a broad range of payment alternatives.
      








	 ̈  	
      Experienced
      Management Team.
      We believe that our management team is well-equipped to assist in meeting
      our goals. Our founder and CEO, Lynn Wahl, has over 20 years experience in
      all aspects of operating a fitness facility, from sales to instruction and
      operations.




          

          





The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















RISK
AVOIDANCE CONSIDERATIONS




GOVERNMENTAL
REGULATION




Due to
the nature of our business, we are subject to regulation by the government, both
at the local and national levels. The general rules and regulations of the
Federal Trade Commission and of other federal, state, provincial and local
consumer protection agencies apply to our advertising, sales and other trade
practices. 




The
health and fitness industry is heavily regulated by the government. Since we are
seeking to implement our franchising program in the United States, Canada and
other countries around the world, we are conscious of the fact that we would be
subject to regulation in each of the countries to where we expand. Generally, we
are required to comply with regulations that govern membership agreements.





Additionally,
we are and will continue to be subject to federal, state and provincial
regulations governing our business operations. These laws and regulations vary
depending on the country and city of operation. An internal review procedure has
been established for each of our Corporate and Prototype Studios to follow to
ensure compliance with all governmental regulations. 

          


Our
private label products, including all training aides, apparel and nutritional
products are also subject to regulation. However, as part of each of our vendor
relationships, we require that they comply with such regulations and agree to
indemnify us from any potential liability arising from or in connection with the
products supplied to us. 




RISK
FACTORS




Our
private label products, customized services, wellness program and fitness café
may not generate the amount of revenue anticipated, thus directly affecting our
entire business Model




Our sales
and marketing program seeks to capitalize on our full service facilities,
including all products and services offered. However, we have a limited
operating history experience in all aspects of our business. The sale and
marketing of our products is also entirely dependent on our ability to enter
into and maintain vendor relationships. Generally, our operations also involve
significant risk of competition. 




The
fitness market is a highly competitive business. The industry in which we are
involved is highly competitive. We are in direct competition with nationally
recognized fitness centers, local fitness facilities and other centers offering
instruction exclusively in non-conventional disciplines. Our Fitness Boutique
and Café also compete with such businesses located near and around our Corporate
and/or Prototype Centers. It is quite possible that we may be unable to
effectively compete in these areas. 





































DESCRIPTION
OF SECURITIES





The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005

























General





The
Company’s authorized capital consists of 20,000,000 shares of Common Stock.





Common
Stock




Holders
of our common stock are entitled to one vote per share on all maters submitted
to a vote of stockholders. Holders of shares of common stock do not have
cumulative voting rights which means that the holders of more than 50% of the
shares voting for the election of directors can elect all of the directors if
they choose to do so, and, in such event, the holders of the remaining shares
will not be able to elect any directors. 




Subject
to the right of holders of any outstanding preferred sock, the holders of
outstanding shares of common stock are entitled to dividends and other
distributions, as may be declared from time to time by our Board of Directors
from legally available funds. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights. Subject to the rights of holders
of any outstanding preferred stock, upon our liquidation, dissolution or winding
up and after payment of all prior claims, the holders of shares of commons tock
are entitled to a pro rata share in any distribution available to holders of
common stock. All of the outstanding shares of common stock are, and all of the
shares of common stock to be issued in connection with this offering will be,
validly issued, fully paid and non-assessable. 




Dividend
Policy




The
Company never paid any cash dividends on our common stock. We plan to retain all
future earnings to support our operations and to finance the development and
growth of our business. Therefore, we do not expect to pay cash dividends on our
common stock in the foreseeable future. Any future determination as to the
payment of dividends will be at our Board of Directors discretion and will
depend on our results of operations, financial condition, capital requirements
and other factors that our Board of Directors considers relevant.




Plan
of Distribution




The Units
of our common stock are being offered on a "best efforts" basis with respect to
the offering. The Offering period commences on the date of this Private Offering
Memorandum and continues until the earlier of September 30, 2005, unless
extended by the Company for an additional 60 days (the "Termination Date"), or
the earlier sale of all of the Units offered hereby. 




The Units
are being offered at a price of $2,000 per Unit, solely to "accredited
investors" as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act or to non-accredited investors who are otherwise qualified
investors as determined by us based on the circumstances of the investor and the
amount of the subscription he or she intends to make. The minimum subscription
is $2,000; however, we reserve the right to accept subscriptions for a
fractional Unit. The purchase price for the Units is payable in cash upon
subscription. 




The Units
will be offered and sold by the Company on a "best efforts" basis with respect
to the offering.




The
Company reserves the right to conduct additional financings in the future. Any
such additional financings may be conducted on terms that are more or less
favorable to investors than the terms of this offering. 




Exemption
from Registration and Restrictions on Transferability




The
shares of our common stock offered hereby will not be registered under the
Securities Act in reliance on the exemption from such registration provided by
Section 4(2) of the Securities Act and Regulation D thereunder. In order to
establish the availability of such exemption, we will, among other exemptions,
rely on Regulation D under such Securities Act, which provides that an offering
made in accordance with all its conditions is deemed exempt from such
registration. 




The
availability of such exemptions is also dependent, in part, upon the "investment
intent" of the investors. The exemptions would not be available if an investor
were purchasing the shares with a view to redistributing them. Accordingly, each
investor when executing the Subscription Agreement will be required to
acknowledge that his or her purchase is for investment, for his or her own
account, and without any view to the sale of the shares of our common stock,
except pursuant to an effective registration statement under the Securities Act
or a valid exemption from the registration requirements of the Securities
Act.




In
addition, since each purchaser will be acquiring shares of restricted stock in a
company that is not publicly-traded, a purchaser must be prepared to bear the
economic risk of an investment for an indefinite period of time. An investor in
this Offering, pursuant to the Subscription Agreement and applicable law, will
not be permitted to transfer or dispose of our shares of common stock unless
they are registered or unless such transaction is exempt from registration under
the Securities Act and other applicable securities laws, and in the case of a
purportedly exempt sale, such investor provides (at his own expense) an opinion
of counsel satisfactory to us such exemption is, in fact, available. The
certificates representing the shares purchased in this offering will bear a
legend relating to such restrictions on transfer.



















The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005























Access
to Information




Offerees
may, if they so desire, make inquiries of us with respect to our business or any
other matters relating to the and the terms and conditions of this offering, and
may obtain any additional information which such persons deem to be necessary in
connection with making an investment decision in order to verify the accuracy of
the information contained herein to the extent that we possess such information
(or can acquire it without unreasonable effort or expense). Any such requests
for additional information or documents should be made to us in writing,
addressed as follows:




IF TO THE
STUDIO ZONE INC.:




Lynn
Wahl

THE
STUDIO ZONE INC.

20313
93rd
Avenue

Langley,
B.C., Canada V1M 2M7




with a
copy to:




Law
Offices of Wade D. Huettel, Esq.

3580 Utah
Street

San
Diego, CA 92104







Additional
Information




Potential
investors are encouraged to ask questions concerning the company and any aspect
of this offering. 




For
information pertaining to the studio zone inc., please contact Lynn Wahl who
will answer all inquiries concerning TSZ and this offering. Ms.
Wahl can
be reached, through her attorneys, at (619) 892-3006. Potential investors should
send any written request for additional information to the attention of
Ms.
Lynn Wahl
at The Law Offices of Wade D. Huettel, Esq. 3580 Utah Street, San Diego, CA
92104.





Prior to
investing, the company (i) will grant each prospective investor the opportunity
to review additional documents and to ask questions of, and to receive answers
from, the officers of the company concerning the terms and the conditions of
this offering or any other matter set forth herein; and (ii] supply any
additional information, to the extent the company possesses such information or
can acquire it without unreasonable effort or expense, necessary to verify the
accuracy of the information set forth herein.




The
Company is not currently subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith.
Therefore, we do not file reports, including annual audited and interim
unaudited financial statements, proxy statements and other information with the
securities and exchange commission.
This may
be confirmed with the Commission where filings can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of material can also be obtained at prescribed
rates from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a website on the internet that contains reports, proxy and information
statements and other information regarding companies that file electronically
with the Commission, at http://www.sec.gov.








The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005




















Notes




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The
Studio Zone, Inc.  

Confidential
Offering Memorandum

September
1, 2005


































EXHIBITS



















THE
STUDIO ZONE, INC.