PopRead, Inc. is positioned to become a leading, global educational service that links educational content to broadcast programming with teachers and students on all grade levels.

PopRead provides cutting-edge, popular media (pop-media) based curriculum packages designed to integrate our clients’ compelling media with solid educational content in math, science, social science, health, earth science, language arts, etc. PopRead will provide these curriculum resource packages to teachers and allied professionals on all levels via the Internet. The primary focus will be on the K-12 educational levels. Some of PopRead's commercial proprietary products, software and web applications include:

· MyTvQ is a pre-broadcast marketing tool, a curriculum-based, web-driven study guide and a life-long, added value package for any television program.

· MyNewsQ is an ON and OFF-Air library of current and historical events (like, CNN/Newsroom.com), designed to offer services to the mass news media and distributed through our outreach and other distribution programs.

· MyMovieQ is a pre-premiere marketing tool designed to enhance ticket sales at the theaters, a curriculum-based, web-driven study guide and a life-long, added value package for any movie.

· MyRadioQ is designed to assist in larger radio broadcast campaigns for any issue of educational value by providing a curriculum package for teachers, students and long-long learner.

These pop-media system products can easily be applied to post-secondary education, E-training usage and the life-long learner. The power of this system is derived from a combination of high-end content and the expertise of our blue-ribbon panel of educators who will develop comprehensive, multi-level curriculum resource packages for end-users (defined as students, teachers, parents and lifelong learners).

The key to procuring a strong, viable position in the education marketplace is developing and providing total efficiency in serving specific markets. While the Internet is the perfect portal to achieving this goal which requires a viable marketplace, expert management with substantial related experience, solid marketing and strategic platforms on which to build. PopRead is such a company.

PopRead has the ability to address the needs of both educational institutions and popular media. We can create materials that provide:

1. an entertaining and compelling learning experience for the student,

2. a high quality curriculum package for teachers and other end and

3. a pop-media, web based curriculum tie-in service that will assist the media producer or distributor in retaining or building audience share.

Clients: Media Producers and/or Distributors

Our client base for the production of the PopRead curriculum packages is composed mainly of media producers and/or distributors of television, film, news, radio, print or video programming, such as:

Resource packages will be attached for our clients to a specific broadcast entertainment or informational form of content and made available to our subscriber base (mainly, educators). The PopRead systems give content producers and distributors the ability to assist in better marketing and evaluation of their quality programs to the educators, K-12 teachers, students (and their parents, thereby, increasing family viewership). Educators will be given access to appealing materials indefinitely via the web, thereby enhancing their teaching ability through popular media assignments.

The broadcast and entertainment media industries are under pressure: 1. to retain market share eroded by the Internet, 2. to provide more responsible content and 3. by a governmental crackdown on the way they market to children. PopRead and its media clients will cross-promote by, for example, adding a TV guide symbol (our "PopRead Apple" logo) to aid viewers in instantly recognizing the flagged broadcast as accompanied by a web tied and approved University of California system curriculum package.

PopRead is working very close with the University of California at Los Angeles/University of California (UCLA/UC) systems outreach programs. Their global resources will enable us to send emails to their database of K-12 and post secondary educators 2-4 weeks prior to future broadcasts of our clients’ media. PopRead promises to make learning more innovative, fun and exciting while cross-promoting our products and the client’s programs to the front and center of the American school and households.

Curriculum Packages

PopRead, UCLA and the University Health and Media Research Center (UHMRC), along with other top PhD educators who specialize in the educational development of specific grade levels, will build and approve the curriculum packages. After approval is obtained, PopRead’s proprietary curriculum systems will be distributed using our exclusively licensed state of the art interactive software, a multimedia delivery tool. A simple email requiring no plug-ins will contain a 45-second media promotional trailer. This email marketing tool will be sent to and viewed by educators, teachers, concerned parents, students, etc.

This promotional interactive audio and video software will be a direct link to PopRead.com for the custom curriculum package log in while also serving as a second link to that media producer's web site. This additional direct link to the content producer or distributor lets them choose their level of involvement. For example, ABC can rent our software if they wish to participate and support the “back end” or educational resources of testing, quizzes and evaluation of their programs. The other option is PopRead will provide part or all of these resources for an additional fee. Curriculum packages will remain linked to the content programs indefinitely through sales of premiere syndication, foreign, direct and rental video distribution.

Subscribers

Educators and other end users will be subscribed and given a pass-code for access to our site. K-12 teachers who are subscribers can customize a curriculum package for their individual needs and grade levels. We can provide a number of elements, such as: optional video, special references, specific data, graphics and other tools that will enable the packages to meet all their needs. For example, a teacher could select items from a curriculum to use, adapt a quiz or even add materials. When students have visited our cross-promoted sites and logged on with that teacher’s pass-code, all their interactive information can be compiled, graded or archived while being delivered to the appropriate end-user via email.

Newly created (as well as the associated original custom curriculum) packages will be made available for other same grade level teachers visiting the PopRead site. This add-on effect will enhance our ability to gain more content, as well as, create feedback and loyalty from educators/end users.

Future Plans

PopRead plans to provide new and exciting ways to assist the teachers, parents, students and others with many related services including:

· PopStore/PopCash - buy anything through the PopStore and receive cash which may be used, for example, as fund raising events or as the consumer otherwise directs:

1. for Schools (buy anything through our store and receive cash for your school), may be used for many fund raising events,

2. for events, foundations and non-profit organizations

· Free PopRead email accounts for students, teachers and parents which can be used for their school activities, parent, teacher, student communications

· PopTest Center with MyPopCard for national scholarships, cash and prizes which can be accessed by any concerned parents.

Edu-tainment

Basic academic competencies in literacy, math, science, social sciences, health, ecology and language arts are of particular focus in the PopRead system products. These fundamentals are applied in two different ways:

1. the PopRead systems provide resource packages specifically designed to teach basic reading, writing and math skills for grades in K–2; then. more differentiated subject matter competencies are provided for grades 3-12

2. Reading and writing skills are reinforced in all PopRead resource packages, as well as, subject matter competencies for post-secondary and the life long learner when requested.

In all cases, the visual medium combines with the Internet to create a truly interactive, rich and fulfilling learning experience that significantly increases retention of the subject matter. We will be conducting scientific studies related specifically to television and its neural loop*** effects. We feel PopRead’s MyTvQ package, within the script side class cell (digitized shooting script for reading/writing exercises, role-playing and public speaking) provided for broadcast television at home, the PopTvQuiz (a live, sponsored, preprinted and distributed testing module) could, in fact, change the way we receive and retain the broadcast comprehension in a more positive way.

A basic premise of the approach we are suggesting lies in the power of the pop-entertainment media to teach (edu-tainment). Over the past two decades, there has been a worldwide movement to increase the educational content and value of the entertainment media. This movement has mainly taken place outside the United States and its power and success has been well documented. Oftentimes, educational content is effectively delivered within entertainment formats when audiences are highly engaged in viewership. Only very recently in the US entertainment culture have programs with educational value been seen to be economically viable. In other words, “educational” media was relegated to non profit status or PBS outlets.

With the advent of cable programming (and now the Internet), those myths are currently being overturned. The result is a radical reshaping of what is considered commercially viable, as well as, the creating of mainstream entertainment programming that does contain some educational content. In addition, there is ongoing pressure from both governmental and non-governmental advocacy groups to improve the communication of basic knowledge through the media. Current FCC regulations mandate that television networks and cable satellite stations broadcast at least three hours of educational content weekly. Notably, cable is much more aligned with this directive than the major networks and is complying on a daily basis.

PopRead will assist in providing a viable means to assist media in their goal of making me