THE OPPORTUNITY

Dreamstarr Entertainment, Inc. (formerly, Spirit Entertainment) with its production company, Arcturian Media Pictures, Inc., or AMP (the "Company") is a unique new multi-media entertainment company consciously organized to streamline the production, marketing and distribution of first class entertainment properties that enhance the quality of life for children, teens and families on a global perspective. 

Based upon the entertainment demands of the new economy, DREAMSTARR/ AMP is strategically positioned to become the leading entertainment media company of the 21st century through its message of value-based positive programming for the emerging cross-cultural family structures in today's global society.

The Company is primarily engaged in the business of producing full-length motion pictures for theatrical and non-theatrical release in the United States and in foreign markets, and in developing music lines for release on its record division-Red Note Records.

The Company expects to earn substantial revenues from producing major motion pictures, gross revenue interests and profit participation, licensing, branding of products and merchandising from motion pictures and other programming produced and or distributed by it. Dreamstarr Entertainment's goal is to bring strong value-based stories with powerful content to the big screen that will be commercially exploitable to the mass global market.

Dreamstarr Entertainment's, AMP Pictures, Inc. business model contains a mechanism for efficient, streamlined production management, which results in the maximum return per dollar invested.  The current projects have a cost range from "big budget" to moderate to low budget, all without sacrificing the quality of the project. The Company's founders, management and advisory teams combine the talents of successful Executive Producers, Directors, Editors, Directors of Photography, Video Production Managers, Screenwriters, Music Business Executives and Production Managers with over 60 years experience in the Industry.

MISSION STATEMENT

The mission of Dreamstarr Entertainment, Inc. and its production company, AMP Pictures, Inc., is to make a positive impact on the lives of its audience by providing a powerful strategy of quality stories and entertainment products. Our movies are life affirming, and seek to touch the human spirit to restore a sense of well being to the worldwide entertainment experience. Our first class entertainment properties enhance the quality of life for children, teens and families on a global perspective, because we are putting forth Positive Entertainment. The children of our present are our future and together we are making a difference! Believe in your dreams and reach for the stars and go beyond the ordinary!

A NOTE ABOUT THE 2 R'S

Dreamstarr Entertainment, has an extra "r" for REACH. It is also about the 2 founders, Catherine Duskin-Vernarelli and Stephen M. Vernarelli who have reached beyond the ordinary in the creation of the company, and who urge the child in each and every one of us to reach for their own "Dream Starr".

INVESTMENT OPPORTUNITY - WE ARE MAKING A DIFFERENCE

You can help this mission by joining with a commitment of support to help bring about positive, global change by direct action of becoming involved in the future now. The opportunities for magnificent advancement in our global society are limitless in conscious use of positive mass media. The very first language used by mankind was "picture language". Moving pictures are still the most powerful teaching medium, which holds audiences in spellbound wonder as stories are presented. We at Dreamstarr Entertainment, Inc. with Amp Pictures, Inc. are totally committed to ensuring that the positive qualities of the stories we plan to tell truly touch the human spirit and help evolve our world to a better place.

DREAMSTARR ENTERTAINMENT, INC. / AMP PICTURES, INC. offers unique opportunities for long term investment into all projects of the overall company.

Short term investment into specific projects is also available on a pari-passu basis and as Limited Partnership and Co-Production. Please Contact the Company for details.

THE COMPANY

Dreamstarr Entertainment, Inc. is a unique new multi-media entertainment corporation with Arcturian Media Pictures, Inc., or AMP (the "Company") as its production company, consciously organized to streamline the production, marketing and distribution of first class entertainment properties to enhance the quality of life for children, teens and families on a global perspective. "POSITIVE ENTERTAINMENT FOR A POSITIVE GLOBAL FUTURE" Based upon the entertainment demands of the new economy, Dreamstar Entertainment/ AMP Pictures, Inc. is strategically positioned to become a leading entertainment media company of the 21st century through its message of value-based, positive programming for the emerging cross-cultural family structures in today's global society. The Company incorporated in the State of Nevada June 22, 1998.

MANAGEMENT TEAM

Our society faces a more serious threat to our existence and survival as a civil and reasonable culture than any terrorism. It is threatened by the deterioration of values, ethics and the devastation of our moral and economic society. Negative media in the past several decades has pummeled our culture with senseless violence, fear and guilt, and inundated our world with tasteless vulgarity, crass language and the morality of the gutter.

T he founders of Dreamstarr Entertainment, Inc. /AMP Pictures, Inc. stand undaunted by the challenge to provide a heart-centered solution. They have assembled an "A-list" Management and Advisory Team combining the talents of successful Executive Producers, Producers, Directors, Sound Designers, and Editors which are the key to our rapid success. Further, the talents of successful Directors of Photography, Video Production Managers, Screenwriters, Music Business Executives and Production Managers in association create more viability. Additionally, the company has many Strategic Alliances with other Entertainment Companies, Distribution and Post Production Facilities to make Dreamstar Entertainment, Inc. and Amp Pictures, Inc. one of the most lucrative and sure investment opportunities in entertainment.

THE MARKET

Our exploding population has created a worldwide, insatiable demand for entertainment products in an ever-expanding market. The highest grossing films in theatrical and video/DVD for the last 20 years have been family films, yet few studios cater to that market beside Disney. (Disney made over a BILLION DOLLARS over a DECADE ago in 1996 from merchandising alone!)

American entertainment is still the best and most sought after worldwide, and is one of the leading exports of the US economy, generating nearly a HUNDRED BILLION DOLLARS IN REVENUE just in the summer of 2001 with the top sellers still, the family film genre. Summer 2001 saw 19 films pass the $100 million box office figure! Films like, Stuart Little ($88 MILLION WITHIN DAYS OF BOX OFFICE RELEASE!), and Toy Story, Shrek, A Beautiful Mind, Life Is Beautiful, and others generating a HUNDRED MILLION DOLLARS and MORE ROUTINELY AT THE BOX OFFICE WITHIN WEEKS OF RELEASE affirm that Dreamstar Entertainment, Inc. / Amp Pictures, Inc. is on the fast track to huge success--developing quality family entertainment to satisfy the largest demographic audience-1 to100 plus! Our company is like an affordable opportunity to be a part of a studio like Disney sixty years ago-today, and intends to create a BRAND just as favored and recognized so our lucky family of investors will see value for their children and grandchildren. It combines the satisfaction of supporting a serious, conscious organization formed with integrity to carry out, its objectives with moral and social responsibility, producing high quality stories.

Society is long overdue for drastic redirection in order to avoid social annihilation. The decline in literacy is creating urgency to use motion pictures to exemplify ethical and moral values as evidenced by the recurring popularity of classic films, which never cease to entertain, seen over and over. These decades-old films fill the hours of cable and broadcast television stations nationwide and worldwide. Hollywood, in a loss for fresh material as classy as the stories from this more innocent era, is forced to do only remakes of classic movies with today's talents, who are desperate for quality stories.

The music business too, is desperately seeking new talent and music, creating shows like "American Idol" and " America 's Got Talent" to locate talent capable of generating fans and record sales. Radio stations nationwide and globally continually play music of earlier times when songs had words with meaning and poetry. Teenagers are searching for hope and meaning in their world, and role models worth believing in.

Major film studios clamor to release movies with big stars, over-inflated budgets, with special effects glossing over storylines lacking in depth, with one-dimensional characters nobody cares about. Infrequently, there comes along a story of success with a modest budget, and production expense like the recent film, My Big Fat Greek Wedding , which entered the marketplace in early summer of 2002, and has grossed almost a hundred million dollars as of late September of that year. This film has consistently ranked in the top 5, box office ranking all summer long, and demonstrates how the global audience is starving for "feel good" entertainment. The Piano was produced for $7 million dollars and earned $65.9 million in its initial release and a few Academy Awards. A number of films were produced for less than $2 million and made the list, such as Like Water for Chocolate and Strictly Ballroom. The Brothers McMullen grossed over one hundred million and The Wedding Banquet (which was produced on a $1 million budget) earned 23.6 million in its domestic theatrical release. The movie, Free Willy , was made for $20 million and grossed over $154 million, and was also made into an equally successful sequel- Free Willy II . The phenomenal, independently produced Passion of the Christ , has grossed well beyond the $500 million mark in worldwide release.

The entertainment industry's expansion into foreign markets and the proliferation of cable television stations and video/ DVD rental outlets that sell as well as rent films has produced profitable economics for a much greater number of films than in the past. Total sales of videocassettes, and more recently, DVD 's, has reached over $12.6 billion. Children's and Family programming have dominated the home video market even though less than ten percent of produced films are family oriented. There is not enough quality family and children's entertainment produced to satisfy the enormous demand. New animation technology has increased costs for animated films, yet even with bigger budgets, titles such as: Shrek, The Little Mermaid , Stuart Little , Beauty and The Beast , Toy Story , Teen-Age Mutant Ninja Turtles , Pokeman , Monsters, Inc. and Chicken Run , routinely gross $300--$500 million or more. In fact , Stuart Little , grossed $88 million in the first weekend of its release, and went on to gross over $500 Million, and was followed by a sequel. Many of these top-grossing children's films, due to this success, are made into sequels. Teenage Mutant Ninja Turtles has even reappeared in 2007 as TMNT ! Toy Story was even the first animated movie to win an Oscar, seconded by Shrek , now a very successful FRANCHISE made into enormously successful sequels. Pokeman has even become its own merchandising conglomerate, realizing gross revenues annually measured in the billions of dollars! All of these films come with merchandising campaigns coinciding with the release, which adds a marketing extravaganza that continues for the life of the products. Amp Pictures, Inc. has strategically allied with Mr. Rand Brenner , (see Bios.) one of the foremost influences in the marketing and merchandising of products related to motion pictures. Over the past ten years, 4-6 family films have consistently been on every top ten list of best-selling videos & now DVD 's as studios scramble to place product on this popular new medium. Audiences worldwide continue to buy quality family entertainment, long after the initial box office revenue. This fact insures that investment in a motion picture production company such as Amp Pictures, Inc. / Dreamstarr Entertainment, Inc. is one of the most lucrative, since the global market practically guarantees profitable return far exceeding the costs of production. The Wizard of Oz , along with its marketing empire, is still generating money over 60 years later for the descendants of the producers/investors of that classic!

Motion pictures produced by Dreamstarr Entertainment Inc. /AMP Pictures, Inc. will always be "feel good" entertainment, geared to be profitable and marketable by appealing to all audiences. Film audiences are responding to the variety of fresh ideas and approaches, and the unique uses of acting talent accomplished with really great stories. The only correlation between the size of a film's budget and its commercial success is the material and the production value being enhanced by having more money for distribution, prints and advertising. Yet, "word of mouth" proves over and over that great stories are successful merely because people tell everyone. Indeed, the return on investment of independently produced feature films can often substantially exceed the percentage return on the big studio productions.

Generally, independently financed, non-studio features range from about $1 million to $50 million. According to worldwide statistics compiled annually by the Motion Picture Association of America ( www.mpaa.org ) economics supporting the continued demand for filmed entertainment is sustained by the growth of an enormous domestic and international theatrical and video/ DVD market along with the burgeoning demand of internet and global mobile technologies and the international cable and broadcast television market. The growth in Multiplex theaters has increased the number of screens available worldwide. Increasing demand, better filmmaking technology and lower production costs reduce the risk of independent filmmaking and significantly add to the potential net profit. The market potential exists for motion pictures produced by Dreamstarr Entertainment, Inc. /Amp Pictures, Inc. combined with product merchandising and licensing, to each earn revenue measured in hundreds of millions.

DREAMSTARR ENTERTAINMENT/ AMP PICTURES, INC. is dedicated and serious about creating, building and sustaining a new kind of entertainment producing studio-a "conscious conglomerate" to help mold and shape our society into this new millennium and demonstrate corporate leadership. We are about positive media and education through mass communication to assure a positive global future and the highest possible returns for our family of investors. After all, the children of our present are our future and together we are making a difference. We are helping children and families reach for their personal "stars" and achieve their dreams-helping them to go beyond the ordinary!