As filed with the Securities and Exchange Commission on ~~July~~November 1511, ~~2010 Registration No. 333-145871~~ 2011

~~UNITED~~Registration ~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D~~No.C. ~~20549~~_____________

~~AMENDMENT~~UNITED ~~NO. __ TO~~STATES

~~FORM S-1 REGISTRATION STATEMENT UNDER THE~~ SECURITIES ~~ACT~~AND OFEXCHANGE ~~1933~~COMMISSION

~~PLATINUM STUDIOS~~Washington, ~~INC~~ D. ~~(Exact~~C. ~~name of Registrant as specified in its charter)~~20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PLATINUM STUDIOS, INC.

(Exact name of Registrant as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

2721

(Primary Standard Industrial

Classification Code Number)

20-5611551

(I.R.S. Employer

Identification Number)

2029 South Westgate Avenue ~~Los Angeles, California 90025 (310) 807-8100 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)~~

~~Scott Mitchell Rosenberg Chief Executive Officer Platinum Studios, Inc. 2029 South Westgate Avenue~~ Los Angeles, California 90025 ~~(310) 807-8100 (Name, address, including zip code, and telephone number, including area code, of agent for service)~~

~~Copies to: Christopher H. Dieterich, Esq. Dieterich & Mazarei, LP 11300 West Olympic Blvd., Suite 800 Los Angeles, California 90064~~ (310) ~~312~~807-~~6888~~8100

~~Approximate~~(Address, ~~date~~including ofzip ~~commencement~~code, ofand ~~proposed~~telephone ~~sale~~number, ~~to the public: As soon as practicable after the effective date of this Registration Statement.~~including

1area code, of Registrant's principal executive offices)

Scott Mitchell Rosenberg

Chief Executive Officer

Platinum Studios, Inc.

2029 South Westgate Avenue

Los Angeles, California 90025

(310) 807-8100

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Copies to:

Christopher H. Dieterich, Esq.

Dieterich & Associates

11835 West Olympic Blvd., Suite 1235E

Los Angeles, California 90064

(310) 312-6888

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated file, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated file" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

(Do not check if a smaller reporting company)

Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered

Amount to be Registered (1)

~~Proposed Maximum Offering Price Per Share(2)~~

Proposed Maximum ~~Aggregate~~ Offering Price Per Share(32)

~~Amount of Registration Fee~~

Proposed Maximum Aggregate Offering Price(3)

Amount of Registration Fee

Common Stock, $0.001 par value per share

~~41,000,000~~

98,000,000

~~$0.09~~

~~$3,690,000~~

0.0044

~~$263.23~~

431,200

500

(1) Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, using the average of the high and low prices as reported on the OTC Bulletin Board on ~~June~~November 157, ~~2010~~2011.

(3) Estimated assuming that all 4198,000,000 shares are sold at the same price. This number of shares is limited by Rule 415, however the share prices may increase over the life of the agreements and this registration, such that prices could cumulate to $510,000,000 (the contractual limitation) if a large number of shares are sold at significantly higher prices than currently exist.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said section 8(a) may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated ~~July~~November __, ~~2010~~2011

Prospectus

4198,000,000 Shares ~~Common Stock~~

~~This~~Common prospectus relates to the offer and resale of up to 41,000,000 shares of our common stock, par value $0.0001 per share, by the selling stockholder, Dutchess Opportunity Fund II, LP, or "Dutchess". Of such shares, (i) Dutchess has agreed to purchase 41,000,000 pursuant to the investment agreement dated June 4, 2010, between Dutchess and us, and (ii) NO shares were issued to Dutchess in consideration for the investment. Subject to the terms and conditions of such investment agreement, which is referred to in this prospectus as the "Investment Agreement," we have the right to put up to $5,000,000 million in shares of our common stock to Dutchess. This arrangement is sometimes referred to as an "Equity Line." For more information on the selling stockholder, please see the section of this prospectus entitled "Selling Stockholder". Stock

WeThis ~~will~~prospectus ~~not~~relates ~~receive~~to ~~any~~the ~~proceeds~~offer ~~from~~and ~~the~~ resale of ~~these~~up to 98,000,000 shares of our common stock, ~~offered~~par byvalue ~~Dutchess~~$0.0001 Weper ~~will~~share, ~~however,~~by ~~receive~~the ~~proceeds~~selling ~~from~~stockholder, ~~the~~Dutchess ~~sale~~Opportunity ofFund ~~shares~~II, toLP, or "Dutchess". ~~pursuant~~Of tosuch ~~the~~shares, ~~Equity~~(i) ~~Line.~~Dutchess ~~When~~has weagreed ~~put~~to anpurchase ~~amount~~up ofto 98,000,000 shares pursuant to ~~Dutchess,~~ the ~~per~~investment ~~share~~agreement ~~purchase~~dated ~~price~~November ~~that~~1, ~~Dutchess~~2011, ~~will~~between ~~pay~~Dutchess toand us, inand ~~respect~~(ii) ofno ~~such~~shares ~~put~~were ~~will~~issued beto ~~determined~~Dutchess in ~~accordance~~consideration ~~with~~for athe ~~formula~~investment. ~~set~~Subject ~~forth~~to in the ~~Investment~~terms ~~Agreement.~~and ~~Generally,~~conditions ~~in respect~~ of ~~each~~such ~~put~~investment agreement, ~~Dutchess~~which ~~will~~is ~~pay~~referred usto ain ~~per~~this ~~share~~prospectus ~~purchase~~as ~~price~~the ~~equal~~"Investment toAgreement," ~~ninety-five~~we ~~percent~~have ~~(95%)~~the ofright ~~the~~to ~~daily~~put ~~volume~~up ~~weighted~~to ~~average~~$10,000,000 ~~price~~in shares of our common stock ~~during~~to ~~the~~Dutchess. ~~five~~This ~~(5)~~arrangement ~~consecutive~~is ~~trading~~sometimes ~~day~~referred ~~period~~to ~~beginning~~as an "Equity Line." For more information on the ~~trading~~selling ~~day~~stockholder, ~~immediately~~please ~~following~~see the ~~date~~section of ~~delivery~~this ofprospectus ~~the~~entitled ~~applicable~~"Selling ~~put notice~~Stockholder".

We will not receive any proceeds from the resale of these shares of common stock offered by Dutchess. We will, however, receive proceeds from the sale of shares to Dutchess pursuant to the Equity Line. When we put an amount of shares to Dutchess, the per share purchase price that Dutchess will pay to us in respect of such put will be determined in accordance with a formula set forth in the Investment Agreement. Generally, in respect of each put, Dutchess will pay us a per share purchase price equal to ninety-five percent (95%) of the lowest daily volume weighted average price of our common stock during the five (5) consecutive trading day period beginning on the trading day immediately following the date of delivery of the applicable put notice.

Dutchess may sell the shares of common stock from time to time at the prevailing market price on the Over-the Counter (OTC) Bulletin Board, or on an exchange if our shares of common stock become listed for trading on such an exchange, or in negotiated transactions. Dutchess is an "underwriter" within the meaning of the Securities Act of 1933, as amended (the "Securities Act") in connection with the resale of our common stock under the Equity Line. For more information, please see the section of this prospectus entitled "Plan of Distribution".

Our common stock is quoted on the OTC Bulletin Board under the symbol "PDOS". The last reported sale price of our common stock on the OTC Bulletin Board on ~~July~~November 147, ~~2010~~2011 was $0.070044 per share.

Investing in the offered securities involves a high degree of risk, including those risks set forth in the "Risk Factors" section of this prospectus, as well as those set forth in any prospectus supplement.

We will be responsible for all fees and expenses incurred in connection with the preparation and filing of this registration statement, provided, however, we will not be required to pay any underwriters' discounts or commissions relating to the securities covered by the registration statement.

You should read this prospectus and any prospectus supplement carefully before you decide to invest. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of this document.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ~~July~~November 1511, ~~2010~~2011

TABLE OF CONTENTS

	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	5	5
PROSPECTUS SUMMARY	6	6
RISK FACTORS	11	12
USE OF PROCEEDS	18	19
SELLING STOCKHOLDER	19	20
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	20	20
OUR BUSINESS	21	24
PROPERTIES	31	31
LEGAL PROCEEDINGS	31	31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	32	32
MANAGEMENT	43	41
EXECUTIVE COMPENSATION	44	42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	47	45
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	48	47
DESCRIPTION OF CAPITAL STOCK	49	48
PLAN OF DISTRIBUTION	51	49
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS	52	50
LEGAL MATTERS	52	50
EXPERTS	52	50
WHERE YOU CAN FIND MORE INFORMATION	52	51
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	53	F-1

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation on behalf of the Company that is different from that contained in this prospectus. You should not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered by this prospectus under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the date of delivery of this prospectus or of any sales of these securities. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. This prospectus may be used only in jurisdictions where it is legal to sell these securities.

financial condition, results of operations and prospects may have changed since the date of this prospectus. This prospectus may be used only in jurisdictions where it is legal to sell these securities.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus are "forward-looking statements". These statements are based on the current expectations, forecasts, and assumptions of our management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are sometimes identified by language such as "believe," "may," "could," "estimate," "continue," "anticipate," "intend," "should," "plan," "expect," "appear," "future," "likely," "probably," "suggest," "goal," "potential" and similar expressions and may also include references to plans, strategies, objectives, and anticipated future performance as well as other statements that are not strictly historical in nature. The risks, uncertainties, and other factors that could cause our actual results to differ materially from those expressed or implied in this prospectus include, but are not limited to, those noted under the caption "Risk Factors" beginning on page 13 of this prospectus. Readers should carefully review this information as well the risks and other uncertainties described in other filings we may make after the date of this prospectus with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements. They reflect opinions, assumptions, and estimates only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements in this prospectus, whether as a result of new information, future events or circumstances, or otherwise.

PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before buying shares of our common stock. You should read the entire prospectus and any prospectus supplements carefully, especially the sections entitled "Caution Regarding Forward Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," together with our financial statements and the related notes included elsewhere in this prospectus and in any prospectus supplements related thereto, before deciding to purchase shares of our common stock.

Platinum Studios, Inc.

Depending upon the context, the terms "Platinum Studios," "Company," "we," "our" and "us," refers to either Platinum Studios, Inc. alone, or Platinum Studios, Inc. and its subsidiaries collectively.

Organizational History

We were formed as a California Limited Liability Company on November 20, 1996. On September 15, 2006 we filed Articles of Incorporation with Statement of Conversion to convert to a California stock corporation. The Plan of Conversion provided for the issuance of an aggregate of 135,000,000 shares to the former Members of the Limited Liability Company. The Company began trading on the over-the-counter board effective January 11, 2008.

In July, 2008, the Company acquired Wowio, LLC for 21,000,000 shares of the Company’s common stock. Wowio, LLC, an e-book distribution outlet, was purchased as part of a multi-pronged approach to online content distribution. As of June 30, 2009, the Company consummated a sale of 100% of its interest in Wowio to an affiliate of Brian Altounian, former President and Chief Operating Officer of the Company (“Altounian”), in exchange for a combination of forgiveness of indebtedness to Altounian, assumption of existing Company indebtedness and WOWIO liabilities in an approximate aggregate amount of $1,600,000 as well as an ongoing royalty of 20% of Wowio revenues (reducible to 10% at a certain threshold, in perpetuity).

As of June 30, 2009, the Company consummated a sales of 100% of its interest in Wowio to an affiliate of Brian Altounian, President and Chief Operating Officer of the Company (“Altounian”), in exchange for a combination of forgiveness of indebtedness to Altounian, assumption of existing Company indebtedness and WOWIO liabilities in an approximate aggregate amount of $1,600,000 as well as an ongoing royalty in 20% of Wowio revenues (reducible to 10% at a certain threshold, in perpetuity).

In December, 2008, the Company purchased Long Distance Films, Inc. (“LDF”) to facilitate the financing and production of the film currently titled “Dead of Night” (the Film”). LDF is the owner of the copyright in the Film and has certain obligation and liabilities with respect to the financing, production and distribution of Film, all of which obligations and liabilities are non-recourse to the Company. LDF is a wholly-owned subsidiary of the Company. No consideration was paid by the Company for the acquisition of LDF.

Introduction

We are a comics-based entertainment company. We own or control the rights to a library of over 5,~~600~~000 comic book characters, which we adapt and produce for film, television and all other media. Our continually expanding library consists of characters that have appeared in comics in 25 languages and in more than 50 countries. Our library of comics-based characters spans across multiple genres and multiple target audiences. Not only have we developed many of our characters in-house, but we have also aggregated content from several third-party comics publishers, in many cases acquiring the rights to use these characters via all media except print publishing. We believe that the size of our library gives us a competitive edge over other comics-based libraries, as we will be able to go to market quicker with new opportunities to exploit our characters.

We seek to be a leader in producing entertainment content for all platforms including film, television, direct-to-home, publishing, and digital media based on comic book characters providing new merchandising vehicles across all retail product lines. By combining our character commercialization strategy with our extensive storytelling, packaging, and corporate management abilities, we seek to build a strategically diversified and profitable character-based entertainment business.

We believe our library has broader audience appeal than other comic character companies whose libraries are comprised primarily of the traditional superhero characters. Our library includes characters that span all story genres, including science fiction, fantasy, horror, mystery, romance, comedy, crime, action/adventure, and family. While our library includes superhero characters, management believes this broad spectrum allows us to be protected by any unforeseen downturn in audience reaction to any single genre.

In addition to a broad universe of more than 1,000 characters developed in-house, we also acquired the rights to the characters and storylines of Italian-based, SBE Publishing’s Horror/Sci-Fi Universe and French-based, Hexagon Comics~~, as well as U~~.~~S.-based~~ ~~Top Cow and Barry Ween.~~ We believe that this library gives us an established international audience for our media exploitation plans. In addition to the international exploitation of these properties, there are significant other benefits to our relationships with SBE and Hexagon Comics, including providing us with the advantage of owning all exploitation rights (other than print publishing rights) to content created, without the burden of overhead to run extensive publishing entities, thus providing us with a constant source of new material. As our publishing partners expand their library, our character and story lists expand as well. Our management believes that our strategy provides numerous synergies, including:

· Development of individual character franchises by leveraging feature films, television programming, Internet/wireless, licensees, promotional partners, and advertisers. · Development and introduction of new characters, planted spin-offs and tie-ins with branded characters. · Reduced marketing and promotions costs by cross marketing the characters through different distribution media. · Interactive feedback from various affiliated and co-branded online destinations.

·	Development and introduction of new characters, planted spin-offs and tie-ins with branded characters.

·	Reduced marketing and promotions costs by cross marketing the characters through different distribution media.

·	Interactive feedback from various affiliated and co-branded online destinations.

We believe that our strategy will offer the ability to communicate with audiences from around the world providing market analysis from fan, industry and creative perspectives that gauge the appeal of new Characters and stories.

In ~~the~~addition ~~2nd quarter~~to ofcreating ~~2008,~~and weacquiring ~~engaged~~additional ~~the~~comic ~~firm~~book ~~Sanli~~and graphic novel content, ~~Pastore~~in &2008 ~~Hill~~we ~~(“SP&H”)~~began to ~~conduct~~expand ainto ~~Fair~~content ~~Market~~distribution ~~valuation~~with of our ~~library~~initial offocus ~~material.~~in ~~SP&H~~the ~~determined~~digital ~~the~~arena. ~~fair~~In ~~market~~July, ~~value~~2008, ~~and~~we ~~fair~~acquired ~~value~~WOWIO, ofan ~~100%~~e-book ~~equity~~distribution ~~interest~~outlet, into ~~the~~go ~~intellectual~~along ~~property~~with ~~held~~DrunkDuck.com, ~~and~~our ~~controlled~~user-generated bycontent ~~the~~creation ~~Company~~website, ~~under~~as part of a ~~going~~multi-~~concern~~pronged ~~premise~~approach isto ~~$150,038,000~~online content distribution. InIt ~~performing~~was ~~the~~management’s ~~valuation,~~intent ~~SP&H~~to ~~used~~utilize ~~the~~this ~~American~~outlet ~~Society~~to ofdistribute ~~Appraisers~~digital ~~definition~~versions of ~~fair~~original ~~market~~properties ~~value.~~from ~~The~~the ~~valuation~~Company’s ~~was~~library ~~filed~~as inwell as other properties from its ~~entirety~~publishing ~~with~~partners. This ~~the~~business ~~SEC~~plan onfor ~~June~~WOWIO ~~12,~~required ~~2008. The~~an ~~asset~~infusion ~~valuation~~of iscapital; ~~based~~however, ondue ~~the~~to ~~expected~~a ~~exploitation~~number of ~~this~~factors ~~creative~~that ~~material. Sanli,~~include ~~Pastore~~1) ~~used~~a ~~industry~~global ~~standards~~economic topull-back, ~~determine~~impacting ~~the~~all ~~value~~industries, ofincluding the ~~exploitation~~online ofadvertising ~~similar~~market, ~~creative~~and ~~libraries. We~~2) ~~are~~an ~~ahead~~inherited ofliability ~~Sanli’s~~to ~~schedule~~pay inWOWIO ~~regards~~publishers toroyalties ~~timing~~for ofthe ~~self-produced~~quarter ~~film~~immediately ~~projects~~preceding ~~and~~the weCompany’s ~~believe~~acquisition weand ~~have~~subsequent ~~more~~inability ~~projects~~to inpay ~~development~~off ~~than~~such ~~Sanli~~obligation, ~~originally~~the ~~projected~~Company atwas ~~this~~unable ~~point~~to inraise ~~time. Sanli~~such ~~also~~capital ~~assumed~~and ~~that~~as ~~the~~a ~~company~~result ~~would~~had ~~need~~to ancease ~~infusion~~all ofmarketing, ~~capital~~promotional, ofand ~~approximately~~sales ~~$15~~activity ~~Million~~for inWOWIO. The ~~order~~Company tokept ~~achieve~~WOWIO ~~many~~in ofa ~~these~~maintenance ~~targets. Poor~~mode ~~market~~for ~~conditions~~approximately ~~contributed~~12 tomonths ~~our~~until ~~inability~~it towas ~~complete~~determined ~~that~~by ~~capital~~management ~~infusion,~~to ~~delaying~~focus ~~revenue~~its ~~events~~limited ~~and~~resources ~~adding~~on ~~more~~its ~~operating~~core ~~debt~~comic tobusiness ~~our~~and ~~balance~~as ~~sheet. All~~ of ~~these~~June ~~factors~~30, ~~combined~~2009, ~~contribute~~the toCompany ~~the~~consummated ~~discrepancy~~a ~~between~~sale ~~the~~of ~~asset~~100% ~~valuation~~of ~~from~~its ~~Sanli~~interest ~~Pastore~~in ~~and~~WOWIO ~~the~~to ~~current~~an ~~market~~affiliate ~~valuation~~of ~~suggested~~Brian byAltounian, ~~the~~as ~~stock~~noted ~~price~~above.

In addition to creating and acquiring additional comic book and graphic novel content, in 2008 we began to expand into content distribution with our initial focus in the digital arena. In July, 2008, we acquired WOWIO, an e-book distribution outlet, to go along with DrunkDuck.com, our user-generated content creation website, as part of a multi-pronged approach to online content distribution. It was management’s intent to utilize this outlet to distribute digital versions of original properties from the Company’s library as well as other properties from its publishing partners. This business plan for WOWIO required an infusion of capital; however, due to a number of factors that include 1) a global economic pull-back, impacting all industries, including the online advertising market, and 2) an inherited liability to pay WOWIO publishers royalties for the quarter immediately preceding the Company’s acquisition and subsequent inability to pay off such obligation, the Company was unable to raise such capital and as a result had to cease all marketing, promotional, and sales activity for WOWIO. The Company kept WOWIO in a maintenance mode for approximately 12 months until it was determined by management to focus its limited resources on its core comic business and as of June 30, 2009, the Company consummated a sales of 100% of its interest in WOWIO to an affiliate of Brian Altounian, President and Chief Operating Officer of the Company (“Altounian”), in exchange for a combination of forgiveness of indebtedness to Altounian, assumption of existing Company indebtedness and WOWIO liabilities in an approximate aggregate amount of $1,600,000 as well as an ongoing royalty in 20% of Wowio revenues (reducible to 10% at a certain threshold, in perpetuity).

We have only recently begun to fully exploit our library of characters. The first ten years of our existence were spent acquiring and building our library. Management believes that our success will depend in large part on the continued shift from print to digital media as well as the ability to monetize that shift. We intend to invest heavily in developing and marketing our library of characters, primarily for the web and traditional media outlets, i.e. film and television, with print as a secondary medium.

For the fiscal year ended December 31, ~~2009~~2010, the Company had net revenues of $~~292~~2,~~940~~273,241 and a net loss of $9,939,523. For the six month period ended June 30, 2011, the Company had net revenues of $35,~~384~~525,~~822~~481 and a net loss of $7,538,563.

8In May 2009, the Company entered into an agreement with its CEO, Scott Mitchell Rosenberg, for Mr. Rosenberg to loan the Company $500,000 for a term of one year. This amount is in addition to the approximately $4 Million previously loaned to the Company by Mr. Rosenberg. In exchange for the additional loan of funds, Mr. Rosenberg required a security interest in all of the assets of the Company, securing both the repayment of new funds as well as 50% of the pre-existing debt, for a total of $2.4 million in secured debt held by Mr. Rosenberg. In June, 2009, Mr. Rosenberg loaned the Company an additional $225,000 which was secured by the assets of the Company as well as securing an additional $1,125,000 of the remaining pre-existing debt. The secured debt carries a term of 12 months and requires monthly interest payments as well as certain affirmative and negative financial covenants. In October of 2010, Mr. Rosenberg assigned the secured debt and all related documents, rights and obligations to Assignment and Collateral Holdings, LLC, (“ACH”) an entity that was managed by at that time by Mr. Rosenberg and a Director of the Company. Both Mr. Rosenberg and the Director had resigned as managers of ACH by September, 2011. The Company now considers ACH an unrelated party. If the Company is unable to raise additional outside funding, whether in the form of equity or debt, the Company may be unable to avoid a default under ACH’s secured debt, triggering a right for ACH to foreclose on the assets of the Company to repay all of the secured debt.

Furthermore, as discussed in the Auditor’s Report and Note 2 to the financial statements, the Company has suffered recurring losses from operations which have resulted in an accumulated deficit. According to the Company’s auditor, this raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2 to the financial statements for the years ended December 31, 2010 and 2009.

For a complete description of our business, please see the section entitled "Our Business".

Summary Financial Data

Because this is only a summary of our financial information, it does not contain all of the financial information that may be important to you. Therefore, you should carefully read all of the information in this prospectus and any prospectus supplement, including the financial statements and their explanatory notes and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations," before making a decision to invest in our common stock. The information contained in the following summary are derived from our financial statements for the years ended December 31, 2010 and 2009 and ~~2008~~the six months period ended June 30, 2011.

	~~Fiscal years ended December 31,~~	Fiscal years ended December 31,			~~Three Months ended March 31, 2010~~				Six Months Ended
	2009			2008
		2010				2009			June 30, 2011
Consolidated Statement of Operations Data:
									(Unaudited)
Net revenues	$ 292,940			$ 822,488	$ 32,683
Consolidated Statement of Operations Data:
Cost of revenues	73,390			198,864	1,083
Net Revenues		$	2,273,241			$	292,940		$	5,525,481
Operating expenses	1,929,151			4,808,320	600,124
Cost of Revenues			558,122				73,390			5,474,958
Operating loss	(2,145,423)			(10,774,097)	(720,142)
Operating Expenses			3,053,057				2,168,285			1,266,945
Net Loss	$ (3,384,822)			$ (11,244,483)	$ (1,007,729)
Impairment of investment in film library			3,200,000				-			-
Net loss per share	$ (0.01)			$ (0.05)	$ (0.00)
Operating Loss			(4,846,930	)			(2,145,423	)		(1,536,429	)
Basic and diluted weighted average shares	266,455,863			226,541,917	271,255,629
Other costs, principally financing			5,913,018				1,373,755			2,837,835
	As of December 31,				As of March 31,
Net Loss		$	(9,939,523	)		$	(3,384,822	)	$	7,538,563
	2009		2008		2010
Net loss per share		$	(0.03	)		$	(0.01	)	$	(0.02	)
Consolidated Balance Sheet Data:
Basic and diluted weighted average shares			288,980,145				266,455,893			320,155,706
Cash and cash equivalents	$ 152,067		$ 42,023		$ 6,386
		As of December 31,							As of June 30, 2011
Accounts receivable	23,817		8,812		27,133
		2010				2009			(Unaudited)
Character rights, net	45,652		136,956		22,826
Consolidated Balance Sheet Data:
Film Development Costs	11,492,135		-		11,933,740
Cash and cash equivalents		$	76,275			$	152,067		$	63,131
Total assets	$ 13,321,340		$ 547,607		$ 13,438,818
Accounts receivable			-				23,817			-
Total shareholders’ deficit	$ (8,098,511)		$ (9,033,621)		$ (8,899,168)
Character rights, net			-				45,652			-
Investment in Film Library			9,449,207				11,492,135			4,423,692
Total Assets		$	10,475,012			$	13,321,340		$	5,613,505
Derivative liability			7,763,968				1,201,000			10,761,698
Other current liabilities			19,235,692				20,207,224			17,678,525
Shareholders' deficit		$	(16,524,648	)		$	(8,098,511	)	$	(22,826,718	)

~~With~~As ~~our current monthly expenses~~ of approximately $150,000 and without taking into account the proceeds which could be received as a result of our transaction with Dutchess, the possibility exists that we will exhaust our operating capital by June 30, ~~2010. We do~~2011, ~~however, anticipate~~ the ~~securing~~Company ofhas ~~revenues~~total ~~from~~ current ~~contracts~~assets ~~that~~of ~~will~~$798,947 ~~provide~~and ~~enough~~total ~~operating~~current ~~capital~~liabilities ~~for~~of ~~approximately 12 months without having to raise more capital or access the equity line~~$28,440,223.

Our Principal Executive Offices

Our principal executive offices are located at 2029 South Westgate Avenue, Los Angeles, California 90025. Our telephone number is (310) 807-8100 and our website address is www.platinumstudios.com. Information included or referred to on our website is not a part of this prospectus.

Market Data and Industry Information

We obtained the market data and industry information contained in this prospectus from internal surveys, estimates, reports and studies, as appropriate, as well as from market research, publicly available information and industry publications. Although we believe our internal surveys, estimates, reports, studies and market research, as well as industry publications are reliable, we have not independently verified such information, and as such, we do not make any representation as to its accuracy.

Summary of the Offering

This prospectus relates to the resale of up to 4198,000,000 shares of our common stock by Dutchess. The Investment Agreement with Dutchess provides that Dutchess is committed to purchase up to $510,000,000 of our common stock over the course of 36 months. We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement. A maximum of 4198,000,000 shares may be issued under the Equity Line at per-share prices set at ninety-five percent (95%) of the lowest daily volume weighted average price (VWAP) of our common stock during the five (5) consecutive trading day period beginning on the date of delivery of the applicable put notice (such five-day period, the "Pricing Period").

The Investment Agreement is further described below under the heading, "Investment Agreement".

Shares of common stock offered by us	~~None.~~	None.
Shares of common stock offered by the Selling Stockholder	41,000,000 shares
Shares of common stock offered by theSelling Stockholder		98,000,000 shares
Offering Price	~~To be determined by the prevailing market price for the shares at the time of the sale or in negotiated transactions.~~	To be determined by the prevailing market price for the shares at the time of the sale or in negotiated transactions.
Use of proceeds	We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the Equity Line. See "Use of Proceeds." We intend to use such proceeds for working capital, reduction of indebtedness, acquisitions and other general corporate purposes.	We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the Equity Line. See "Use of Proceeds." We intend to use such proceeds for working capital, reduction of indebtedness, acquisitions and other general corporate purposes.
Risk Factors	An investment in our common stock is speculative and involves substantial risks. You should read the "Risk Factors" section of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our common stock.	An investment in our common stock is speculative and involves substantial risks. You should read the "Risk Factors" section of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our common stock.
Plan of Distribution	~~The shares of common stock covered by this prospectus may be sold by the selling stockholder in the manner described under "Plan of Distribution."~~	The shares of common stock covered by this prospectus may be sold by the selling stockholder in the manner described under "Plan of Distribution."
OTC Bulletin Board Symbol	~~"PDOS"~~	"PDOS"

Investment Agreement

We entered into the Investment Agreement with Dutchess on ~~June~~November 41, ~~2010~~2011. Pursuant to the Investment Agreement, Dutchess committed to purchase up to $510,000,000 of our common stock, over the course of 36 months. The aggregate number of shares issuable by us and purchasable by Dutchess under the Investment Agreement is ~~100~~limited by the dollar amount sold, in this instance no more than $10,000,000., and will depend upon the price at which the shares are actually purchased from the Company by Dutchess.

We may draw on the facility from time to time, as and when we determine appropriate in accordance with the terms and conditions of the Investment Agreement. The maximum amount that we are entitled to put in any one notice is the greater of (i) 200% of the average daily volume (U.S. market only) of the common stock for the three (3) trading days prior to the date of delivery of the applicable put notice, multiplied by the average of the closing prices for such trading days or (ii) $~~100~~500,000. The purchase price shall be set at ninety-five percent (95%) of the lowest daily VWAP of our common stock during the Pricing Period. However, if, on any trading day during a Pricing Period, the daily VWAP of the common stock is lower than the floor price specified by us in the put notice, then we reserve the right, but not the obligation, to withdraw that portion of the put amount for each such trading day during the Pricing Period, with only the balance of such put amount above the minimum acceptable price being put to Dutchess. There are put restrictions applied on days between the put notice date and the closing date with respect to that particular put. During such time, we are not entitled to deliver another put notice.

There are circumstances under which we will not be entitled to put shares to Dutchess, including the following:

• we will not be entitled to put shares to Dutchess unless there is an effective registration statement under the Securities Act to cover the resale of the shares by Dutchess;

• we will not be entitled to put shares to Dutchess unless our common stock continues to be quoted on the OTC Bulletin Board, or becomes listed on a national securities exchange;

• we will not be entitled to put shares to Dutchess to the extent that such shares would cause Dutchess's beneficial ownership to exceed 4.99% of our outstanding shares; and

• we will not be entitled to put shares to Dutchess prior to the closing date of the preceding put.

The Investment Agreement further provides that the Company and Dutchess are each entitled to customary indemnification from the other for any losses or liabilities we or it suffers as a result of any breach by the other of any provisions of the Investment Agreement or our registration rights agreement with Dutchess, or as a result of any lawsuit brought by a third-party arising out of or resulting from the other party's execution, delivery, performance or enforcement of the Investment Agreement or the registration rights agreement.

The Investment Agreement also contains representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Investment Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Investment Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what a stockholder or investor might view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts.

In connection with the preparation of the Investment Agreement and the registration rights agreement, we paid Dutchess a document preparation fee in the amount of $106,000, and issued Dutchess no shares of common stock.

Registration Rights Agreement

~~Pursuant to the terms of a~~ Registration Rights Agreement, dated June 4, 2010, between Dutchess and us, we are obligated to file one or more registration statements with the SEC to register the resale by Dutchess of shares of common stock issued or issuable under the Investment Agreement. We must file with the SEC an initial registration statement on Form S-1 of which this prospectus forms a part, in order to access the credit line, covering the resale of the 41,000,000 shares of common stock which is equal to one-third (1/3) of our current public float (where "public float" shall be derived by subtracting the number of shares of common stock held by our officers, directors and "affiliates" (as such term is defined in Rule 144(a)(1) of the 1933 Act) from the total number of shares of our common stock then outstanding). After the later of (i) sixty (60) days after the time that Dutchess shall have resold substantially all of the shares registered for resale under the initial registration statement, or (ii) six (6) months after the effective date of the initial registration statement, we are obligated to register for resale another portion of the credit line amount, utilizing available equity equal to one-third (1/3) of our then outstanding public float. This registration process will continue until such time as all of the dollar amounts available under the credit line, using shares of common stock issuable under the Investment Agreement, have been registered for resale on effective registration statements. In no event will we be obligated to register for resale more than $5,000,000 in value of shares of common stock, or 100,000,000 shares.

Pursuant to the terms of a Registration Rights Agreement, dated November 1, 2011, between Dutchess and us, we are obligated to file one or more registration statements with the SEC to register the resale by Dutchess of shares of common stock issued or issuable under the Investment Agreement. We must file with the SEC an initial registration statement on Form S-1 of which this prospectus forms a part, in order to access the credit line, covering the resale of the 98,000,000 shares of common stock which is less than one-third (1/3) of our current public float (where "public float" shall be derived by subtracting the number of shares of common stock held by our officers, directors and "affiliates" (as such term is defined in Rule 144(a)(1) of the 1933 Act) from the total number of shares of our common stock then outstanding). After the later of (i) sixty (60) days after the time that Dutchess shall have resold substantially all of the shares registered for resale under the initial registration statement, or (ii) six (6) months after the effective date of the initial registration statement, we are obligated to register for resale another portion of the credit line amount, utilizing available equity equal to one-third (1/3) of our then outstanding public float. This registration process will continue until such time as all of the dollar amounts available under the credit line, using shares of common stock issuable under the Investment Agreement, have been registered for resale on effective registration statements. In no event will we be obligated to register for resale more than $10,000,000 in value of shares of common stock.

RISK FACTORS

Your investment in our common stock involves a high degree of risk. You should consider the risks described below and the other information contained in this prospectus carefully before deciding to invest in our common stock. If any of the following risks actually occur, our business, financial condition and operating results could be harmed. As a result, the trading price of our common stock could decline, and you could lose a part or all of your investment.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN BASE AN INVESTMENT DECISION.

Our company was formed on November 20, 1996 and has only recently begun to fully exploit our library of characters. The first ten years of our existence were spent acquiring and building our library. There can be no assurance at this time that we will operate profitably or that we will have adequate working capital to meet our obligations as they become due. Management believes that our success will depend in large part on the continued shift from print to digital media as well as the ability to monetize that shift. We intend to invest heavily in developing and marketing our library of characters, primarily for the web and traditional media outlets, i.e. film and television, with print as a secondary medium. However, there can be no assurance that such investments will yield the anticipated returns.

COMPETITION FROM PROVIDERS OF SIMILAR PRODUCTS AND SERVICES COULD MATERIALLY ADVERSELY AFFECT OUR REVENUES AND FINANCIAL CONDITION

The industry in which we compete is a rapidly evolving, highly competitive and fragmented market, which is based on consumer preferences and requires substantial human and capital resources. We expect competition to intensify in the future. There can be no assurance that we will be able to compete effectively. We believe that the main competitive factors in the entertainment, media and communications industries include effective marketing and sales, brand recognition, product quality, product placement and availability, niche marketing and segmentation and value propositions. They also include benefits of one's company, product and services, features and functionality, and cost. Many of our competitors are established, profitable and have strong attributes in many, most or all of these areas. They may be able to leverage their existing relationships to offer alternative products or services at more attractive pricing or with better customer support. Other companies may also enter our markets with better products or services, greater financial and human resources and/or greater brand recognition. Competitors may continue to improve or expand current products and introduce new products. We may be perceived as relatively too small or untested to be awarded business relative to the competition. To be competitive, we will have to invest significant resources in business development, advertising and marketing. We may also have to rely on strategic partnerships for critical branding and relationship leverage, which partnerships may or may not be available or sufficient. We cannot assure you that we will have sufficient resources to make these investments or that we will be able to make the advances necessary to be competitive. Increased competition may result in price reductions, reduced gross margin and loss of market share. Failure to compete successfully against current or future competitors could have a material adverse effect on the Company’s business, operating results and financial condition.

THE SPECULATIVE NATURE OF THE ENTERTAINMENT, MEDIA AND COMMUNICATIONS INDUSTRY MAY RESULT IN OUR INABILITY TO PRODUCE PRODUCTS OR SERVICES THAT RECEIVE SUFFICIENT MARKET ACCEPTANCE FOR US TO BE SUCCESSFUL.

Certain segments of the entertainment, media and communications industry are highly speculative and historically have involved a substantial degree of risk. For example, if a property is optioned by a studio, the option may not get exercised, or if exercised, a film may still not be made, or even if a film is made, the success of a particular film, video game, program or recreational attraction depends upon unpredictable and changing factors, including the success of promotional efforts, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, public acceptance and other tangible and intangible factors, many of which are beyond our control. If we are unable to produce products or services that receive sufficient market acceptance we may not generate sufficient revenues to maintain our operations and our business will be unsuccessful.

CHANGES IN TECHNOLOGY MAY REDUCE THE DEMAND FOR THE PRODUCTS OR SERVICES WE MAY OFFER FOLLOWING A BUSINESS COMBINATION.

The entertainment, media and communications industries are substantially affected by rapid and significant changes in technology. These changes may reduce the demand for certain existing services and technologies used in these industries or render them obsolete. We cannot assure you that the technologies used by or relied upon or produced by a target business with which we effect a business combination will not be subject to such occurrence. While we may attempt to adapt and apply the services provided by the target business to newer technologies, we cannot assure you that we will have sufficient resources to fund these changes or that these changes will ultimately prove successful. If we are unable to respond to quickly to changes in technology our business will fail.

WE MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS MODEL, WHICH IS SUBJECT TO INHERENT UNCERTAINTIES.

Our business model is predicated on our ability to control all of the rights surrounding our IP in order to properly monetize and exploit each property in the most appropriate medium. We cannot assure that there will be a large enough audience for our IP or the media projects or merchandise based on them, or that prospective customers will agree to pay the prices that we propose to charge. In the event our customers resist paying the prices we set for our products, our business, financial condition, and results of operations will be materially and adversely affected.

MANY OF OUR COMPETITORS ARE LARGER AND HAVE GREATER FINANCIAL AND OTHER RESOURCES THAN WE DO AND THOSE ADVANTAGES COULD MAKE IT DIFFICULT FOR US TO COMPETE WITH THEM.

The global media industry is competitive. There are a substantial number of traditional and established print publishers, film studios, production companies and internet media companies with which we compete directly and indirectly, many of which have significantly greater financial resources, higher revenues, and greater economies of scale than us. While we believe that we are unique in our utilization of web-based comics as our primary publishing option, new technologies may be developed in the future which will compete with our publishing plan, and such technology may already be in development. We will attempt to distinguish ourselves from our competitors, but there can be no assurance that we will be able to penetrate the market. We believe that our intellectual property is attractive to an online audience in light of the recent worldwide trend to move publishing from print to electronic media. Nevertheless, there is no assurance that we will compete successfully with existing or future competitors in the film industry. If we are not successful in competing with these traditional and established businesses we will be unable to generate any revenues.

WE MAY BE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY FROM INFRINGEMENT BY THIRD PARTIES.

Our business plan is significantly dependent upon exploiting our intellectual property. There can be no assurance that we will be able to control all of the rights for all of our property or that some of the rights may not revert to their original owners after the expiration of their respective option periods. We may not have the resources necessary to assert infringement claims against third parties who may infringe upon our intellectual property rights. Litigation can be costly and time consuming and divert the attention and resources of management and key personnel. We cannot assure you that we can adequately protect our intellectual property or successfully prosecute potential infringement of our intellectual property rights. Also, we cannot assure you that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve these types of conflicts to our satisfaction. Our failure to protect our intellectual property rights may result in a loss of revenue and could materially adversely affect our operations and financial condition.

OUR FILMS MIGHT BE LESS SUCCESSFUL ECONOMICALLY THAN WE ANTICIPATE.

We cannot predict the economic success of any of our films because the revenue derived from the distribution of a film depends primarily upon its acceptance by the public, which cannot be accurately predicted. The economic success of a film also depends upon the public’s acceptance of competing films, critical reviews, the availability of alternative forms of entertainment and leisure time activities, piracy and unauthorized recording, transmission and distribution of films, general economic conditions, weather conditions and other tangible and intangible factors, none of which can be predicted with certainty. We expect to release a limited number of films per year as part of our film slate. The commercial failure of just one of those films could have a material adverse effect on our results of operations in both the year of release and in the future.

OUR FILMS MIGHT BE MORE EXPENSIVE TO MAKE THAN WE ANTICIPATE.

We expect that future financing which we may obtain will provide the capital required to produce our film slate. Expenses associated with producing the films could increase beyond projected costs because of a range of factors such as an escalation in compensation rates of talent and crews working on the films or in the number of personnel required to work on films, or because of creative problems or difficulties with technology, special effects and equipment. In addition, unexpected circumstances sometimes cause film production to exceed budget.

WE MIGHT BE DISADVANTAGED BY CHANGES OR DISRUPTIONS IN THE WAY FILMS ARE DISTRIBUTED.

The manner in which consumers access film content has undergone rapid and dramatic ~~changes~~change. Some ancillary means of distribution, such as the DVD market, have gained importance, while others have faded. We cannot provide any assurance that new distribution channels will be as profitable for the film industry as today’s channels or that we will successfully exploit any new channels. We can also not provide any assurance that current distribution channels, such as the DVD market, will maintain their profitability. In addition, films and related products are distributed internationally and are subject to risks inherent in international trade including war and acts of terrorism, instability of foreign governments or economies, fluctuating foreign exchange rates and changes in laws and policies affecting the trade of movies and related products.

WE MIGHT LOSE POTENTIAL SALES BECAUSE OF PIRACY OF FILMS AND RELATED PRODUCTS.

With technological advances, the piracy of films and related products has increased. Unauthorized and pirated copies of our films will reduce the revenue generated by those films and related products.

OUR SUCCESS IS DEPENDENT UPON AUDIENCE ACCEPTANCE OF OUR ENTERTAINMENT CONTENT WHICH IS DIFFICULT TO PREDICT

The production and distribution of comic books, online publishing, television programs, motion pictures and other entertainment content are inherently risky businesses because the revenues we derive and our ability to distribute and license rights to our content depend primarily upon its acceptance by the public, which is difficult to predict. Audience tastes change frequently and it is a challenge to anticipate what content will be successful at a certain point in time. In addition, the commercial success of our content also depends upon the quality and acceptance of competing programs, motion pictures and other content available or released into the marketplace at or near the same time. Other factors, including the availability of alternative forms of entertainment and leisure time activities, general economic conditions, piracy, digital and on-demand distribution and growing competition for consumer discretionary spending may also affect the audience for our content. Furthermore, the theatrical success of a feature film may impact not only the theatrical revenues we receive but also those from other distribution channels, such as DVD sales, pay television and sales of licensed consumer products. A poor theatrical performance may also impact our negotiating strength with distributors and retailers, resulting in less desirable product promotion. Consequently, reduced public acceptance of our entertainment content has the ability to affect all of our revenue streams and would have an adverse effect on our results of operations.

WE MUST RESPOND TO AND CAPITALIZE ON RAPID CHANGES IN CONSUMER BEHAVIOR RESULTING FROM NEW TECHNOLOGIES AND DISTRIBUTION PLATFORMS IN ORDER TO REMAIN COMPETITIVE AND EXPLOIT NEW OPPORTUNITIES

Technology in the online and mobile arenas is changing rapidly. We must adapt to advances in technologies, distribution outlets and content transfer and storage (legally or illegally) to ensure that our content remains desirable and widely available to our audiences while protecting our intellectual property interests. The ability to anticipate and take advantage of new and future sources of revenue from these technological developments will affect our ability to continue to increase our revenue and expand our business. We may not have the right, and may not be able to secure the right, to distribute some of our licensed content across these, or any other, new platforms and must adapt accordingly. Similarly, we also must adapt to changing consumer behavior driven by technological advances such as video-on-demand and a desire for more short form and user-generated and interactive content. These technological advances may impact traditional distribution methods, such as reducing the demand for DVD product and the desire to see motion pictures in theaters. If we cannot ensure that our content is responsive to the lifestyles of our target audiences and capitalize on technological advances, our revenues will decline which may cause us to curtail operations.

A DECLINE IN ADVERTISING EXPENDITURES COULD CAUSE OUR REVENUES AND OPERATING RESULTS TO DECLINE SIGNIFICANTLY IN ANY GIVEN PERIOD OR IN SPECIFIC MARKETS

We anticipate deriving revenues from the sale of advertising in print and on our digital media outlets. A decline in advertising expenditures generally or in specific markets could significantly adversely affect our revenues and operating results in any given period. Declines can be caused by the economic prospects of advertisers or the economy in general could alter current or prospective advertisers’ spending priorities. Disasters, acts of terrorism, political uncertainty or hostilities could lead to a reduction in advertising expenditures as a result of economic uncertainty. Our advertising revenues may also be adversely affected by changes in audience traffic, which advertisers rely upon in making decisions to purchase advertising. A decrease in our advertising revenues will adversely impact our results of operations.

WE COULD BE ADVERSELY AFFECTED BY STRIKES AND OTHER UNION ACTIVITY

We and our suppliers engage the services of writers, directors, actors and other talent, trade employees and others who are subject to collective bargaining agreements. If we or our suppliers are unable to renew expiring collective bargaining agreements, certain of which are expiring in the next year or two, it is possible that the affected unions could take action in the form of strikes or work stoppages. Such actions, higher costs in connection with these agreements or a significant labor dispute could adversely affect our business by causing delays in the production, the release date or by reducing the profit margins of our programming or feature films.

IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING, OUR BUSINESS OPERATIONS WILL BE HARMED AND IF WE DO OBTAIN ADDITIONAL FINANCING, OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.

There is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any indebtedness or that we will not default on our debt obligations, jeopardizing our business viability. We are continually at risk of default on obligations to and on behalf of our secured creditors, requiring ongoing funding, on a monthly basis, to avoid these defaults. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and without adequate financing or revenue generation, possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

IF WE DO NOT MAINTAIN THE CONTINUED SERVICE OF OUR EXECUTIVE OFFICERS, OUR BUSINESS OPERATIONS MAY BE AFFECTED.

Our success is substantially dependent on the performance of our executive officers and key employees. Given our early stage of development, we are dependent on our ability to retain and motivate high quality personnel. Although we believe we will be able to engage qualified personnel for such purposes, an inability to do so could materially adversely affect our ability to market, sell, and enhance our products. The loss of one or more of our key employees or our inability to hire and retain other qualified employees, including but not limited to development staff, business development staff, digital publishing staff and corporate office support staff, could have a material adverse effect on our business.

WE MAY INCUR UNINSURED LOSSES IN THE OPERATION OF OUR BUSINESS.

There is no assurance that we will not incur uninsured liabilities and losses as a result of the conduct of our business. We plan to maintain comprehensive liability and property insurance at customary levels. We will also evaluate the availability and cost of business interruption insurance. However, should uninsured losses occur we may be unable to cover these losses from our existing ~~work~~working capital which may cause us to incur significant losses.

THE COMPANY HAS UNRESOLVED TAX LIABILITIES WHICH MAY HINDER THE COMPANY'S FINANCES.

The company has unpaid liabilities due to the Internal Revenue Service for employee obligations, which is approximately $120,000. We have entered into payment plans to pay off these liabilities but there can be no guarantee that the Company will be able to continue making such payments. If the Company defaults on its payment plans, the governmental entities involved might exercise their collection powers, which may be abrupt and immediate, and could possibly levy upon existing accounts of the Company, with no notice or little advance warning.

WE MAY INCUR LIABILITIES THAT WE MIGHT BE UNABLE TO REPAY IN THE FUTURE

We may incur liabilities with affiliated or unaffiliated lenders. These liabilities would represent fixed costs, which would be required to be paid regardless of the level of our business or profitability. Our current liabilities as of ~~December~~June 3130, ~~2009~~2011 were as follows: accounts payable of $1,~~324~~170,~~780~~392, accrued expenses and other current liabilities of $1,~~325~~810,~~304~~009, short-term notes payable of $129,~~541~~729,~~105~~711, ~~related~~secured ~~party~~ notes payable of $3,~~103~~750,~~973~~000 (plus $~~182~~347,~~003~~062 in accrued interest), related party payable of $617,625, derivative liabilities of $110,~~201~~761,~~000~~698, deferred revenue of $1247,~~681,653~~833 and capital lease obligations of $485,~~406~~893 for total current liabilities of $2128,~~408~~440,~~224~~223. ~~Long-term liabilities, primarily in the form of capital leases, were $11,627.~~ There is no assurance that we will be able to pay all of our liabilities. Furthermore, we are always subject to the risk of litigation from customers, suppliers, employees, and others because of the nature of our business, including but not limited to consumer lawsuits. Litigation can cause us to incur substantial expenses and, if cases are lost, judgments, and awards can add to our costs. An increase in our costs may cause us to increase the prices at which we charge our customers which may lead to our customers to seek alternatives to our products. In such event, our revenues will decrease and we may be forced to curtail our operations.

THE COMPANY HAS GRANTED A SECURITY INTEREST IN ALL OF ITS ASSETS TO SECURE DEBT FINANCING WHICH THE COMPANY MAY DEFAULT UPON UNLESS SUBSTANTIAL ADDITIONAL FINANCING IS RECEIVED BY THE COMPANY.

In May 2009, the Company entered into an agreement with its CEO, Scott Mitchell Rosenberg, for Mr. Rosenberg to loan the Company $500,000 for a term of one year. This amount is in addition to the approximately $4 Million previously loaned to the Company by Mr. Rosenberg. In exchange for the additional loan of funds, Mr. Rosenberg required a security ~~interests~~interest in all of the assets of the Company, securing both the repayment of new funds as well as 50% of the pre-existing debt, for a total of $2.4 million in secured debt held by Mr. Rosenberg. In June, 2009, Mr. Rosenberg loaned the Company an additional $225,000 which was secured by the assets of the Company as well as securing an additional $1,125,000 of the remaining pre-existing debt. The secured debt carries a term of 12 months and requires monthly interest payments as well as certain affirmative and negative financial covenants. In October of 2010, Mr. Rosenberg assigned the secured debt and all related documents, rights and obligations to Assignment and Collateral Holdings, LLC (“ACH)”, to an entity managed by a Director of the Company. As of September, 2011, that director resigned as manager of ACH, which is now an unrelated party. If the Company is unable to raise additional outside funding, whether in the form of equity or debt, the Company may be unable to avoid a default under ~~Mr. Rosenberg~~ACH’s secured debt, triggering a right for ~~Mr.~~ACH ~~Rosenberg~~ to foreclose on the assets of the Company to repay all of the secured debt.

WE MAY INCUR UNANTICIPATED COST OVERRUNS WHICH MAY SIGNIFICANTLY AFFECT OUR OPERATIONS.

We may incur substantial cost overruns in the development and enhancement of our electronic comics, printed comics, and merchandise. Management is not obligated to contribute capital to us. Unanticipated costs may force us to obtain additional capital or financing from other sources if we are unable to obtain the additional funds necessary to implement our business plan. There is no assurance that we will be able to obtain sufficient capital to implement our business plan successfully. If a greater investment is required in the business because of cost overruns, the probability of earning a profit or a return of the Shareholders’ investment will be diminished.

OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS WILL OWN A CONTROLLING INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT.

Our principal stockholders, officers and directors, in the aggregate, beneficially own approximately 60% of our outstanding common stock. Our Chairman, Scott Rosenberg and President and Chief Operating Officer, Brian Altounian beneficially own approximately 130,240,455 and 22,953,255 shares of our outstanding common stock, respectively. As a result, our principal stockholders, officers and directors, acting together, have the ability to control substantially all matters submitted to our stockholders for approval, including:

· election of our board of directors; · removal of any of our directors; · amendment of our certificate of incorporation or bylaws; and · adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of their ownership and positions, our principal stockholders, directors and executive officers collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, sales of significant amounts of shares held by our principal stockholders, directors and executive officers, or the prospect of these sales, could adversely affect the market price of our common stock. Their stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

WE MAY NEED TO RAISE ADDITIONAL CAPITAL, WHICH MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS OR AT ALL.

We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that our capital requirements in the next six months will be approximately $21,500,000. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our research and development plans. Any additional equity financing may involve substantial dilution to our then-existing shareholders.

BECAUSE OF OUR DEPENDENCE ON A LIMITED NUMBER OF TRADITIONAL MEDIA OUTLETS, ANY SIGNIFICANT REDUCTION IN DEALS WITH MAJOR FILM STUDIOS AND TELEVISION/CABLE NETWORKS MAY IMPAIR OUR ABILITY TO OPERATE PROFITABLY.

Our business to date has been dependent upon a small number of licensing transactions with major studios and television/cable networks. For the years ended December 31, ~~2009~~2010 and ~~2008~~2009, a very small number of transactions accounted for a disproportionately large percentage of our revenue. As of December 31, 2010, one transaction to one customer accounted for 90% of our revenue. As of December 31, 2009, transactions to three customers ~~account~~accounted for 67% of our revenue. Three transactions accounted for the revenues from two of the customers and an ongoing licensing from one of our properties accounted for all of the revenues from the third customer. ~~For the year ended December 31, 2008, three (3) transactions, one to each of three customers accounted for 71% of our revenue.~~ The loss of or significant reduction in transactions to any of these traditional media outlets could impair our ability to operate profitably and that we may not be able to replace any decline in revenue. The net revenue for the six months ended June 30, 2011 was primarily related to film licensing revenue from the release of “Dylan Dog: Dead of Night.”

DUE TO OUR HISTORY OF OPERATING LOSSES, OUR AUDITORS ARE UNCERTAIN THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.

Our financial statements have been prepared assuming that we will continue as a going concern. For the years ended December 31, ~~2009,~~2010 ~~December 31, 2008~~ and December 31, ~~2007~~2009, we had net losses of approximately $39.49 million, ~~$11.2 million~~ and $53.23 million, respectively. For the six month period ended June 30, 2011, we had a net loss of $7,538,563. The independent auditors’ report issued in conjunction with the financial statements for the year ended December 31, ~~2009~~2010 contains an explanatory paragraph indicating that the foregoing matters raise substantial doubt about our ability to continue as a going concern. We cannot guarantee that we can generate net income, increase revenues or successfully expand our operation in the future, and if we cannot do so, the company may not be able to survive and any investment in the Company may be lost.

RISKS RELATING TO OUR COMMON STOCK

BECAUSE THERE IS A LIMITED MARKET IN OUR COMMON STOCK, STOCKHOLDERS MAY HAVE DIFFICULTY IN SELLING OUR COMMON STOCK AND OUR COMMON STOCK MAY BE SUBJECT TO SIGNIFICANT PRICE SWINGS.

There can be no assurance that an active market for our Common Stock will develop. If an active public market for our Common Stock does not develop, shareholders may not be able to re-sell the shares of our Common Stock that they own and affect the value of the Shares.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

Companies trading on the Over-The-Counter Bulletin Board, such as we are seeking to become, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed on the OTC Bulletin Board, which may have an adverse material effect on our Company.

OUR COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·	that a broker or dealer approve a person's account for transactions in penny stocks; and

·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

·	obtain financial information and investment experience objectives of the person; and

·	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·	sets forth the basis on which the broker or dealer made the suitability determination; and

·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

THE EXERCISE OF OUTSTANDING OPTIONS AND WARRANTS MAY HAVE A DILUTIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.

To the extent that outstanding stock options and warrants are exercised, dilution to our stockholders will occur. Moreover, the terms upon which we will be able to obtain additional equity capital may be adversely affected, since the holders of the outstanding options and warrants can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital on terms more favorable to us than the exercise terms provided by the outstanding options and warrants.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FUTURE; ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR COMMON STOCK.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of ~~the~~ our Board of Directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

~~Risks~~RISKS ~~Related~~RELATED toTO ~~this~~THIS ~~Offering~~OFFERING

WeWE ~~are~~ARE ~~registering~~REGISTERING ~~the~~THE ~~resale~~RESALE ofOF aA ~~maximum~~MAXIMUM ofOF 4198,000,000 ~~shares~~SHARES ofOF ~~common~~COMMON ~~stock~~STOCK ~~which~~WHICH ~~may~~MAY beBE ~~issued~~ISSUED toTO ~~Dutchess~~DUTCHESS ~~under~~UNDER ~~the~~THE ~~Equity~~EQUITY ~~Line~~LINE. ~~The~~THE ~~resale~~RESALE ofOF ~~such~~SUCH ~~shares~~SHARES byBY ~~Dutchess~~DUTCHESS ~~could~~COULD ~~depress~~DEPRESS ~~the~~THE ~~market~~MARKET ~~price~~PRICE ofOF ~~our~~OUR ~~common~~COMMON ~~stock~~STOCK.

We are registering the resale of a maximum of 41,000,000 shares of common stock under the registration statement of which this prospectus forms a part. The sale of these shares into the public market by Dutchess could depress the market price of our common stock. As of July 14, 2010, there were 289,646,89 shares of our common stock issued and outstanding. In total, we may issue up to 100,000,000 shares to Dutchess pursuant to the Equity Line, meaning that we are obligated to file one or more registration statements covering the 59,000,000 shares not covered by the registration statement of which this prospectus forms a part. The sale of those additional shares into the public market by Dutchess could further depress the market price of our common stock.18

~~Existing~~We ~~stockholders~~are ~~could~~registering ~~experience~~the ~~substantial~~resale ~~dilution~~of ~~upon~~a maximum of 98,000,000 shares of common stock under the ~~issuance~~registration statement of which this prospectus forms a part. The sale of these shares into the public market by Dutchess could depress the market price of our common stock. As of November 7, 2011, there were 434,480,010 shares of our common stock issued and outstanding. In total, we may issue up to 300,000,000 more shares to Dutchess pursuant to the Equity Line, based solely on the most recent trading prices, meaning that we are obligated to file one or more registration statements covering the remaining shares not covered by the registration statement of which this prospectus forms a part. The sale of those additional shares into the public market by Dutchess could further depress the market price of our common stock.

~~Our~~EXISTING ~~Equity~~STOCKHOLDERS ~~Line~~COULD ~~with~~EXPERIENCE ~~Dutchess~~SUBSTANTIAL ~~contemplates~~DILUTION ~~our~~UPON ~~issuance~~THE ofISSUANCE upOF toCOMMON ~~41,000,000~~STOCK ~~shares~~PURSUANT ofTO ~~our~~THE ~~common~~EQUITY ~~stock to Dutchess, subject to certain restrictions and obligations~~LINE. If the terms and conditions of the Equity Line are satisfied, and we choose to exercise our put rights to the fullest extent permitted and sell 100,000,000 shares of our common stock to Dutchess, our existing stockholders' ownership will be diluted by such sales.

Our Equity Line with Dutchess ~~will~~contemplates ~~pay~~our ~~less~~issuance ~~than~~of ~~the~~up ~~then-prevailing~~to ~~market~~300,000,000 ~~price~~shares ~~for~~of our common stock ~~under~~to Dutchess, subject to certain restrictions and obligations. If the terms and conditions of the Equity Line. are satisfied, and we choose to exercise our put rights to the fullest extent permitted and sell 98,000,000 shares of our common stock to Dutchess pursuant to this registration statement, our existing stockholders' ownership will be diluted by such sales.

DUTCHESS WILL PAY LESS THAN THE THEN-PREVAILING MARKET PRICE FOR OUR COMMON STOCK UNDER THE EQUITY LINE.

The common stock to be issued to Dutchess pursuant to the Investment Agreement will be purchased at a 5% discount to the volume weighted average price of our common stock during the five consecutive trading day period beginning on the trading day immediately following the date of delivery of a put notice by us to Dutchess, subject to certain exceptions. Therefore, Dutchess has a financial incentive to sell our common stock upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If Dutchess sells the shares, the price of our common stock could decrease.

WeWE ~~may~~MAY ~~not~~NOT beBE ~~able~~ABLE toTO ~~access~~ACCESS ~~sufficient~~SUFFICIENT ~~funds~~FUNDS ~~under~~UNDER ~~the~~THE ~~Equity~~EQUITY ~~Line~~LINE ~~when~~WHEN ~~needed~~NEEDED.

Our ability to put shares to Dutchess and obtain funds under the Equity Line is limited by the terms and conditions in the Investment Agreement, including restrictions on when we may exercise our put rights, restrictions on the amount we may put to Dutchess at any one time, which is determined in part by the trading volume of our common stock, and a limitation on our ability to put shares to Dutchess to the extent that it would cause Dutchess to ~~beneficial~~beneficially own more than 4.99% of our outstanding shares. In addition, we do not expect the Equity Line to satisfy all of our funding needs, even if we are able and choose to take full advantage of the Equity Line.

USE OF PROCEEDS

19We will not receive any proceeds from the resale of our common stock offered by Dutchess. However, we will receive proceeds from the sale of our common stock to Dutchess pursuant to the Investment Agreement. The proceeds from our exercise of the put option pursuant to the Investment Agreement will be used to support the commercialization of our current and future product candidates, for general working capital needs, for the reduction of indebtedness and for other purposes that our board of directors, in its good faith, deems to be in our best interest. More specifically, any proceeds received from our exercise of the put option are expected to be used for the following and will be applied in this general order, subject to modification by the board of directors and management:

We will not receive any proceeds from the resale of our common stock offered by Dutchess. However, we will receive proceeds from the sale of our common stock to Dutchess pursuant to the Investment Agreement. The proceeds from our exercise of the put option pursuant to the Investment Agreement will be used to support the commercialization of our current and future product candidates, for general working capital needs, for the reduction of indebtedness and for other purposes that our board of directors, in its good faith, deems to be in our best interest. More specifically, any proceeds received from our exercise of the put option are expected be used for the following and will be applied in this general order, subject to modification by the board of directors and management:

1.	Past Tax Liabilities	$	120,000
2.	Marketing (annualized)	$	580,000
3.	Operations/Administration	$	2,800,000
4.	New business initiatives	$	3,200,000
5.	Development funds	$	3,300,000

	Total	$	10,000,000

1. Past Tax Liabilities $ 400,000

2. Current Tax Liabilities $ 350,000

3. Marketing (annualized) $ 250,000

4. Operations/Administration $1,800,000

5. New business initiatives $1,600,000

6. Development funds $ 600,000

Total $5,000,000

All net proceeds from the sale of the common stock covered by this prospectus will go to the selling stockholder. See "Selling Stockholder" and "Plan of Distribution" described below.

SELLING STOCKHOLDER

The information provided in the table and discussions below has been obtained from the selling stockholder. The table below identifies the selling stockholder and shows the number of shares of common stock beneficially owned by it before and after this offering, and the numbers of shares offered for resale by the selling stockholder. Our registration of these shares does not necessarily mean that the selling stockholder will sell all or any of their shares of common stock. However, the "Shares Beneficially Owned After Offering" columns in the table assume that all shares covered by this prospectus will be sold by the selling stockholder and that no additional shares of common stock will be bought or sold by the selling stockholder. No estimate can be given as to the number of shares that will be held by the selling stockholder after completion of this offering because the selling stockholder may offer some or all of the shares and, to our knowledge, there are currently no agreements, arrangements or understanding with respect to the sale of any of the shares. In addition, the selling stockholder may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which it provided the information regarding the shares, all or a portion of the shares of common stock beneficially owned in transactions exempt from the registration requirements of the Securities Act.

The following table sets forth the name of the selling stockholder, anand if applicable, the nature of any position, office, or other material relationship which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, the amount of shares of our common stock beneficially owned by the stockholder prior to the offering, the amount being offered for the stockholder's account, the amount being offered for the stockholder's account and the amount to be owned by such stockholder after completion of the offering.

	~~Shares Beneficially Owned Prior to Offering (1)~~	Shares Beneficially Owned Prior to Offering (1)	~~Shares Being Offered Under this Prospectus(3)~~	~~Shares Beneficially Owned After Offering (1)~~				Shares Being Offered Under this		Shares Beneficially Owned After Offering (1)
Beneficial Owner	~~Shares~~	%Shares		~~Shares~~	%	%		Prospectus(3)		Shares		%
Dutchess Opportunity Fund II, LP(2)	0	0	~~41,000,000~~0	0	0		0		98,000,000		0		0

(1) Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the Securities and Exchange Commission under the Exchange Act, and generally includes voting or investment power with respect to securities. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act and is not necessarily indicative of beneficial ownership for any other purpose. Applicable percentage ownership is based on ~~289~~434,~~646~~480,~~889~~010 shares of common stock outstanding as of ~~July~~November 147, ~~2010~~2011. Except as otherwise noted, we believe that the stockholder named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by it, subject to applicable community property laws.

(2) Dutchess is a Delaware limited partnership. Michael Novielli and Douglas H. Leighton are managing members of Dutchess Capital Management, II, LLC, which is the General Partner of Dutchess Opportunity Fund II, with voting and investment power over the shares.

(3) Represents a portion of the 41300,000,000 shares of common stock potentially issuable by us and ~~purchaseable~~purchasable by Dutchess under the Investment Agreement equal to a maximum of one-third (1/3) of our public float as of ~~July~~November 147, ~~2010~~2011. As of that date, our public float was equal to ~~129~~299,~~517~~379,~~306~~952 shares (where "public float" was derived by subtracting the number of shares of common stock held by our officers, directors and "affiliates" (as such term is defined in Rule 144(a)(1) of the 1933 Act) from the total number of shares of our common stock outstanding as of ~~July~~November 147, ~~2010~~2011).

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock traded on the Over-the-Counter Bulletin Board under the symbol "PDOS" from our initial public offering.

Holders

As of ~~July~~November 147 , ~~2010~~2011, there were approximately ~~400~~380 holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial ~~owner~~owners’s common stock, ~~whose~~where those shares are held in the names of various securities brokers, dealers and registered clearing agencies.

Price Range

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

High Low Quarter Ended (2008) March 31 $0.21 $0.09 June 30 $0.175 $0.13 September 30 $0.155 $0.08 December 31 $0.08 $0.014 Quarter Ended (2009) March 31 $0.085 $0.02 June 30 $0.065 $0.035 December 31 $0.11 $0.0385 $0.096 $0.046 Quarter Ended (2010) March 31 $0.07 $0.045 June 30 $0.13 $0.05

Quarter Ended (2009)	High		Low
March 31	$	0.085	$	0.02
June 30	$	0.065	$	0.035
September 30	$	0.11	$	0.0385
December 31	$	0.096	$	0.046

Quarter Ended (2010)

March 31	$	0.07	$	0.045
June 30	$	0.13	$	0.05
September 30	$	0.083	$	0.05
December 31	$	0.075	$	0.05

Quarter Ended (2011)

March 31	$	0.067	$	0.052
June 30	$	0.059	$	0.012
Sept 30	$	0.057	$	0.0069

The transfer agent of our common stock is Computershare Limited, whose address is 250 Royall Street, Canton, MAMassachusetts 02021. The phone number of the transfer agent is (800) 962-4284. \

Dividends

We have not declared any dividends to date. We have no present intention of paying any cash dividends on our common stock in the foreseeable future, as we intend to use earnings, if any, to generate growth. The payment by us of dividends, if any, in the future, rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements and our financial condition, as well as other relevant factors. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Recent Sales of Unregistered Securities

In September, 2009, the Company opened a Private Placement round offering up to 30,000,000 shares of common stock at an offer price of $0.05/share. This round was completed on December 21st with the Company selling 19,250,821 shares valued at $962,541 in cash and debt conversion. This Private ~~Placements~~Placement was offered pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder.

22In March 2010, the Company issued to a consultant 183,000 shares of common stock for $0.05/share which represented market value on the date of issuance totaling $9,150. Related services represented a finders’ fee associated with the current private placement with the value of the services charged to additional paid-in capital.

~~OUR~~In ~~BUSINESS~~April 2010, the Company issued 15,143,924 in fulfillment of previously received common stock subscriptions. The Company also issued 2,764,355 shares with a value of $138,217 as payment for services and accrued wages. The Company issued an additional 300,000 shares to Brian Altounian, the President of the Company, with a value of $15,000 for salary due.

~~Corporate~~In ~~History~~September, 2010, the Company issued to a consultant 1,212,725 shares of common stock for services performed. The issuance represented a market value of $70,000.

In ~~July~~October, ~~2008~~2010, the Company ~~acquired~~issued ~~Wowio~~14, ~~LLC for 21~~802,~~000,000~~500 shares in fulfillment of ~~the~~previously ~~Company’s~~received common stock. ~~Wowio,~~subscriptions ~~LLC,~~with ana ~~e-book~~value ~~distribution outlet, was purchased as part~~ of ~~a multi-pronged approach to online content distribution~~$740,125.

AsIn ~~of June 30~~October, ~~2009~~2010, the Company ~~consummated~~issued ~~a sale of 100% of its interest in Wowio to an affiliate of Brian Altounian~~1, ~~President and Chief Operating Officer of the Company (“Altounian”)~~337,000 inshares ~~exchange~~with ~~for~~ a ~~combination~~value of ~~forgiveness of indebtedness to Altounian~~$66,850 ~~assumption~~which ofrepresented ~~existing~~a ~~Company~~finders’ ~~indebtedness~~fee ~~and~~associated ~~WOWIO~~with ~~liabilities~~the incurrent anprivate ~~approximate~~placement ~~aggregate~~with ~~amount~~the ofvalue ~~$1,600,000 as well as an ongoing royalty in 20%~~ of ~~WOWIO~~the ~~revenues~~services ~~(reducible~~charged to ~~10%~~additional ~~at a certain threshold,~~ paid-in ~~perpetuity)~~capital.

In ~~December~~October, ~~2008~~2010, the Company ~~purchased~~issued ~~Long Distance Films~~1,603,853 ~~Inc.~~shares ~~(LDF”) to facilitate the financing and production of the film currently titled “Dead of Night”. LDF is the owner of the copyright in the Film and has certain obligation and liabilities~~ with ~~respect~~a tovalue ~~the financing, production and distribution~~ of ~~the Film~~$80,193 ~~all~~for ofservices ~~which obligations~~ and ~~liabilities~~in ~~are~~settlement ~~non-recourse to the Company. LDF is a wholly-owned subsidiary~~ of ~~the Company~~debt. ~~No consideration was paid by the Company for the acquisition of Long Distance Films, Inc.~~

~~Introduction~~In December, 2010, the Company issued 1,742,845 shares of common stock to consultants for services performed with a value of $94,140.

WeDuring ~~are a comics-based entertainment company. We own/control~~ the ~~rights~~three tomonths aended ~~library~~March ~~of over 5~~31,~~600~~ ~~comic book characters~~2011, ~~which~~the weCompany ~~adapt~~issued ~~and produce for film~~2, television and all other media. Our continually expanding library consists of characters that have appeared in comics in 25 languages and in more than 50 countries. Our library of comics-based characters spans across multiple genres and multiple target audiences. Not only have we developed many of our characters in-house386,240 ~~but~~shares ~~we have also aggregated content from several third-party comics publishers, in many cases acquiring the rights to use these characters via all media except print publishing. We believe that the size~~ of our ~~library~~common ~~gives~~stock usfor aservices ~~competitive edge over other comics-based libraries, as we will be able to go to market quicker~~ with ~~new~~a ~~opportunities~~value toof ~~exploit our characters~~$151,000.

WeDuring ~~seek~~the tothree bemonths aended ~~leader~~March in31, ~~producing~~2011, ~~entertainment~~the ~~content~~Company ~~for~~issued ~~all platforms including film~~3, ~~television~~896,936 ~~direct-to-home,~~shares ~~publishing,~~of ~~and~~our ~~digital~~common ~~media~~stock ~~based~~in onexchange ~~comic~~for ~~book~~debt ~~characters providing new merchandising vehicles across all retail product lines. By combining our character commercialization strategy~~ with ~~our extensive storytelling, packaging, and corporate management abilities, we seek to build~~ a ~~strategically~~value ~~diversified~~of ~~and profitable character-based entertainment business~~$147,690.

WeDuring ~~believe our library has broader audience appeal than other comic character companies whose libraries are comprised primarily of~~ the ~~traditional~~three ~~superhero~~months ~~characters.~~ended ~~Our~~June ~~library includes characters that span all story genres~~30, ~~including science fiction~~2011, ~~fantasy,~~the ~~horror,~~Company ~~mystery,~~issued ~~romance~~1, ~~comedy~~459,018 ~~crime,~~shares ~~action/adventure,~~of ~~and family. While~~ our ~~library~~common ~~includes~~stock ~~superhero~~for ~~characters,~~services ~~management~~with ~~believes~~a ~~this~~value ~~broad~~of ~~spectrum allows us to be protected by any unforeseen downturn in audience reaction to any single genre~~$55,000.

InDuring ~~addition~~the tothree amonths ~~broad~~ended ~~universe~~June ~~of more than 1~~30,~~000~~ ~~characters developed in-house~~2011, ~~we also acquired~~ the ~~rights~~Company toissued ~~the characters and storylines of Italian-based~~3, ~~SBE Publishing’s Horror/Sci-Fi Universe and French-based~~631,579 ~~Hexagon~~shares Comics, as well as U.S.-based Top Cow and Barry Ween. We believe that this library gives us an established international audience for our media exploitation plans. In addition to the international exploitation of ~~these properties, there are significant other benefits to~~ our ~~relationships~~common ~~with~~stock ~~SBE~~in ~~and~~exchange ~~Hexagon~~for ~~Comics,~~debt ~~including providing us~~ with ~~the advantage of owning exploitation rights (other than print publishing rights) to content created, without the burden of overhead to run extensive publishing entities, thus providing us with~~ a ~~constant~~value ~~source~~ of ~~new material. As our publishing partners expand their library~~$151, ~~our character and story lists expand as well~~579. ~~Our management believes that our strategy provides numerous synergies, including:~~

23Subsequent to June 30, 2011, the Company issued 11,000,000 shares of our common stock for services with a value of $89,900.

·Subsequent ~~Development~~to ofJune ~~individual character franchises by leveraging feature films~~30, ~~television programming~~2011, ~~Internet/wireless,~~the ~~licensees,~~Company ~~promotional~~issued ~~partners~~40,613,638 ~~and~~shares ~~advertisers. · Development and introduction~~ of ~~new~~our ~~characters,~~common ~~planted~~stock ~~spin-offs~~in ~~and~~exchange ~~tie-ins~~for debt with ~~branded~~a ~~characters.~~value ·of ~~Reduced marketing and promotions costs by cross marketing the characters through different distribution media. · Interactive feedback from various affiliated and co-branded online destinations.~~$390,570

InOUR the 2nd quarter of 2008, we engaged the firm Sanli, Pastore & Hill (“SP&H”) to conduct a Fair Market valuation of our library of material. SP&H determined the fair market value and fair value of 100% equity interest in the intellectual property held and controlled by the Company under a going-concern premise is $150,038,000. In performing the valuation, SP&H used the American Society of Appraisers definition of fair market value. The valuation was filed in its entirety with the SEC on June 12, 2008. The asset valuation is based on the expected exploitation of this creative material. Sanli, Pastore used industry standards to determine the value of the exploitation of similar creative libraries. We are ahead of Sanli’s schedule in regards to timing of self-produced film projects and we believe we have more projects in development than Sanli originally projected at this point in time. Sanli also assumed that the company would need an infusion of capital of approximately $15 Million in order to achieve many of these targets. Poor market conditions contributed to our inability to complete that capital infusion, delaying revenue events and adding more operating debt to our balance sheet. All of these factors combined contribute to the discrepancy between the asset valuation from Sanli Pastore and the current market valuation suggested by the stock price.BUSINESS

InCorporate addition to creating and acquiring additional comic book and graphic novel content, in 2008 we began to expand into content distribution with our initial focus in the digital arena. In July, 2008, we acquired WOWIO, an e-book distribution outlet, to go along with DrunkDuck.com, our user-generated content creation website, as part of a multi-pronged approach to online content distribution. It was management’s intent to utilize this outlet to distribute digital versions of original properties from the Company’s library as well as other properties from its publishing partners. This business plan for WOWIO required an infusion of capital; however, due to a number of factors that include 1) a global economic pull-back, impacting all industries, including the online advertising market, and 2) an inherited liability to pay WOWIO publishers royalties for the quarter immediately preceding the Company’s acquisition and subsequent inability to pay off such obligation, the Company was unable to raise such capital and as a result had to cease all marketing, promotional, and sales activity for WOWIO. The Company kept WOWIO in a maintenance mode for approximately 12 months until it was determined by management to focus its limited resources on its core comic business and as of June 30, 2009, the Company consummated a sales of 100% of its interest in WOWIO to an affiliate of Brian Altounian, President and Chief Operating Officer of the Company (“Altounian”), in exchange for a combination of forgiveness of indebtedness to Altounian, assumption of existing Company indebtedness and WOWIO liabilities in an approximate aggregate amount of $1,600,000 as well as an ongoing royalty in 20% of Wowio revenues (reducible to 10% at a certain threshold, in perpetuity). History

~~Library~~We were formed as a California Limited Liability Company on November 20, 1996. On September 15, 2006 we filed Articles of ~~Characters~~Incorporation with Statement of Conversion to convert to a California stock corporation. The Plan of Conversion provided for the issuance of an aggregate of 135,000,000 shares to the former Members of the Limited Liability Company. The Company began trading on the over-the-counter board effective January 11, 2008.

Universe of Characters	Origins	# of Characters
SBE Horror	Europe	422 (ongoing)
Awesome Comics	North America	404
Top Cow Comics	North America	681 (ongoing)
Hexagon Comics	Europe	702
Platinum Studios Macroverse	Worldwide	1,200 (ongoing)
Platinum Studios Acquisitions	Worldwide	1,680 (ongoing)

~~SBE~~As ~~Horror~~of June 30, 2009, the Company consummated a sale of 100% of its interest in Wowio to an affiliate of Brian Altounian, President and Chief Operating Officer of the Company (“Altounian”), in exchange for a combination of forgiveness of indebtedness to Altounian, assumption of existing Company indebtedness and WOWIO liabilities in an approximate aggregate amount of $1,600,000 as well as an ongoing royalty in 20% of WOWIO revenues (reducible to 10% at a certain threshold, in perpetuity).

~~This~~In ~~library~~December, ~~comprises~~2008, the Company purchased Long Distance Films, Inc. (LDF”) to facilitate the financing and production of the ~~following~~film ~~characters:~~currently titled “Dead of Night”. LDF is the owner of the copyright in the Film and has certain obligation and liabilities with respect to the financing, production and distribution of the Film, all of which obligations and liabilities are non-recourse to the Company. LDF is a wholly-owned subsidiary of the Company. No consideration was paid by the Company for the acquisition of Long Distance Films, Inc.

~~· Characters: 422~~Introduction

~~Dylan~~We ~~Dog~~are ~~acquired~~a ~~from~~comics-based ~~SBE:~~entertainment company. ~~422~~We own or control the rights to a library of over 5,000 comic book characters, which we adapt and produce for film, television and all other media. Our continually expanding library consists of characters that have appeared in comics in 25 languages and in more than 50 countries. Our library of comics-based characters spans across multiple genres and multiple target audiences. Not only have we developed many of our characters in-house, but we have also aggregated content from several third-party comics publishers, in many cases acquiring the rights to use these characters via all media except print publishing. We believe that the size of our library gives us a competitive edge over other comics-based libraries, as we will be able to go to market quicker with new opportunities to exploit our characters.

~~Our~~We ~~rights:~~seek Weto ~~have~~be a leader in producing entertainment content for all ~~rights~~platforms ~~worldwide~~including film, ~~not~~television, ~~including~~direct-to-home, ~~print~~publishing, and ~~some~~ digital media based on comic ~~publishing~~book ~~rights~~characters providing new merchandising vehicles across all retail product lines. ~~The~~By ~~Company~~combining isour incharacter ~~negotiations~~commercialization strategy with ~~Bonelli~~our ~~Editore~~extensive storytelling, packaging, and corporate management abilities, we seek to ~~extend~~build ~~the~~a ~~rights~~strategically ~~agreement~~diversified and profitable character-based entertainment business.

24We believe our library has broader audience appeal than other comic character companies whose libraries are comprised primarily of the traditional superhero characters. Our library includes characters that span all story genres, including science fiction, fantasy, horror, mystery, romance, comedy, crime, action/adventure, and family. While our library includes superhero characters, management believes this broad spectrum allows us to be protected by any unforeseen downturn in audience reaction to any single genre.

~~Awesome~~In ~~Comics~~addition to a broad universe of more than 1,000 characters developed in-house, we also acquired the rights to the characters and storylines of Italian-based, SBE Publishing’s Horror/~~RIP~~Sci-Fi ~~Media~~Universe and French-based, Hexagon Comics. We believe that this library gives us an established international audience for our media exploitation plans. In addition to the international exploitation of these properties, there are significant other benefits to our relationships with SBE and Hexagon Comics, including providing us with the advantage of owning exploitation rights (other than print publishing rights) to content created, without the burden of overhead to run extensive publishing entities, thus providing us with a constant source of new material. As our publishing partners expand their library, our character and story lists expand as well. Our management believes that our strategy provides numerous synergies, including:

· ~~Characters:~~Development ~~404~~of individual character franchises by leveraging feature films, television programming, Internet/wireless, licensees, promotional partners, and advertisers.

~~Our~~· ~~rights: The~~Development Company has an exclusive option to enter licensing of rights for agreements to individual characters, subject to existing third party rights, within the RIP Awesome Library of RIP Media, Inc., specific and ~~only~~introduction ~~to those 404 Awesome Comics characters currently owned and controlled by RIP Media, Inc, a schedule~~ of ~~which~~new has been provided to the Company. Rip Media, Inc is a related entity in which Scott Rosenberg is a majority shareholder. Such licensing option includes all rights worldwide, not including print and digital comic publishing rights. The ownership of the intellectual property in its entirety, including copyright, trademark, and all other attributes of ownership including but not limited to additional material created after a license agreement from Rip Media to Platinum Studios, Inc (and however disbursed thereafter) shall be, stay and remain that of Rip Media in all documents with all parties, including the right to revoke such rights upon breaches, insolvency of the Company or insolvency of the licensee (s) or others related to exploitation of the intellectual property, and Platinum is obligated to state same in all contracts. In some cases, there are some other limitations on rights. Any licensing of rights from Rip Media to the Company is contingent upon and subject to Platinum’s due diligence and acceptance of Chain of Title. Currently, we have the above exclusive right to enter into agreements related to the licensing of motion picture rights and allied/ancillary rights until the date upon which Platinum Studios CEO, Scott Mitchell Rosenberg is no longer the Company s CEO and Chairman of the Board and holds at least 30% of the outstanding capital stock of the Company. Rip Media Inc retains the right on the above characters ~~to enter directly into agreements to license rights~~, ~~negotiate~~planted ~~and~~spin-offs ~~sign option agreements with other parties in so far as Platinum is made aware of the agreement prior to its signing,~~ and ~~that~~tie-ins ~~there is economic participation to Platinum in a form similar to its agreement~~ with ~~Rip~~branded Media in general, and that if there is a material to change to the formula, that Platinum’s Board of Directors may require specific changes to the proposed agreement such that it conforms with other licenses from Rip Media made from January 1, 2010 forward. If the material change is cured, then Rip’s rights to enter into an agreement, still subject to its financial arrangement with Platinum, remain the same. We do not have access to other characters~~, stories, rights (including trademarks, trade names, url’s) controlled by Rosenberg or his related entities~~. In regards to new acquisitions, including trademarks, Rip Media must present to Platinum, for Platinum’s acquisition, any rights it desires to acquire, and may only acquire if Platinum does not choose to acquire (within 5 business days of notice), however this acquisition restriction on Rip Media does not apply to any properties or trademarks or trade names or copyrights or rights of any kind that Scott Rosenberg or any of his related entities or rights to entities he may own or acquire or create that are, used to be, or could be related in any fashion to Malibu Comics or Marvel Comics, including trademarks and trade names that may be acquired by Rip Media or other Rosenberg entities due to expiration or abandonment by Malibu, Marvel or other prior owners of marks from other comics or rights related companies, or, such as with trademarks, marks that may be similar only in name or a derivative of a name, which Rip has the unfettered right to acquire and exploit without compensation to Platinum.

~~Top~~· ~~Cow~~Reduced marketing and promotions costs by cross marketing the characters through different distribution media.

~~· Characters: 681~~24

~~Our~~· ~~rights:~~Interactive Wefeedback ~~have~~from ~~all~~various ~~rights~~affiliated ~~worldwide for film~~ and ~~television and for certain ancillary rights based on the audio~~co-~~video~~branded ~~production. These~~online ~~rights extend to substantially all properties in which Top Cow has the contractual right to grant us~~destinations. We also have the right, but not the obligation, to renew the deal extending it to June 30, 2011. Whether we renew or not, we will continue to have rights on certain projects in development that will run at least one year beyond the renewal decision date, with some potentially running on an ongoing basis should they achieve certain milestones, such as starting production on a film.

~~Hexagon~~We ~~Library~~believe that our strategy will offer the ability to communicate with audiences from ~~Mosaic~~around ~~Multimedia~~the world providing market analysis from fan, industry and creative perspectives that gauge the appeal of new Characters and stories.

·In ~~Characters:~~addition ~~702~~to creating and acquiring additional comic book and graphic novel content, in 2008 we began to expand into content distribution with our initial focus in the digital arena. In July, 2008, we acquired WOWIO, an e-book distribution outlet, to go along with DrunkDuck.com, our user-generated content creation website, as part of a multi-pronged approach to online content distribution. It was management’s intent to utilize this outlet to distribute digital versions of original properties from the Company’s library as well as other properties from its publishing partners. This business plan for WOWIO required an infusion of capital; however, due to a number of factors that include 1) a global economic pull-back, impacting all industries, including the online advertising market, and 2) an inherited liability to pay WOWIO publishers royalties for the quarter immediately preceding the Company’s acquisition and subsequent inability to pay off such obligation, the Company was unable to raise such capital and as a result had to cease all marketing, promotional, and sales activity for WOWIO. The Company kept WOWIO in a maintenance mode for approximately 12 months until it was determined by management to focus its limited resources on its core comic business and as of June 30, 2009, the Company consummated a sale of 100% of its interest in WOWIO to an affiliate of Brian Altounian, President and Chief Operating Officer of the Company (“Altounian”), in exchange for a combination of forgiveness of indebtedness to Altounian, assumption of existing Company indebtedness and WOWIO liabilities in an approximate aggregate amount of $1,600,000 as well as an ongoing royalty in 20% of Wowio revenues (reducible to 10% at a certain threshold, in perpetuity).

~~Our~~Library ~~rights: We have all rights worldwide, not including print comic publishing rights, contingent on verification~~ of chain-of-title and European legal documentation (on completion of paperwork, Platinum will have a long-term, exclusive option, with provision to buy out all restrictions and third-party approvals). Currently, we have the exclusive right to enter into agreements related to the licensing of motion picture rights and allied/ancillary rights in perpetuity subject to payment milestones. The agreement requires the formation of an LLC that is co-owned by Mosaic Multimedia and Platinum Studios with Platinum Studios acting as manager. The Company will move forward on formation of the LLC when it appears likely that exploitation will occur on one or more of the properties. Characters

Universe of Characters	Origins	# of Characters
SBE Horror	Europe	1,049 (ongoing)
Awesome Comics	North America	412
Hexagon Comics	Europe	702
Platinum Studios Macroverse	Worldwide	1,200 (ongoing)
Platinum Studios Acquisitions	Worldwide	1,680 (ongoing)

~~Recent~~SBE ~~Developments~~ Horror

~~Print~~This ~~Publishing~~library comprises the following characters:

~~Platinum~~· ~~Studios~~Characters: Comics (an imprint of the Company) has published over 50 comic books and graphic novels for distribution thorough traditional domestic channels and is developing international channels for worldwide print distribution.422

~~Digital~~Dylan ~~Publishing~~Dog acquired from SBE: 422 characters

~~Since~~Nathan ~~the~~Never ~~3rd quarter~~acquired offrom ~~2006,~~SBD: we have launched an online “e-commerce” store to sell merchandise, comic books and other products (store.platinumstudios.com), an online comics site to highlight the printed comics and graphic novels ( www.platinumstudioscomics.com ), a mobile storefront for distribution of digital content ( www.platinumstudiosmobile.com ), a web-comics site to host the digital distribution of our printed comic material and as a resource for independent comics creators to post new material ( www.drunkduck.com ) and we have developed multiple destination sites for individual comic properties. This digital publishing group has also created digital images that consumers can download to their mobile phones and personal computers for wallpapers and screensavers.627

~~Filmed~~Our ~~Entertainment~~rights: We have all rights worldwide, not including print and some digital comic publishing rights.

WeAwesome ~~currently~~Comics/RIP have film and television development deals with several major film producers and several major studios including: Disney (Unique), Universal, Paramount and DreamWorks (Cowboys and Aliens), DreamWorks (Atlantis Rising) and Sony (untitled project). Cowboys and Aliens production schedule has not been officially set, but it is anticipated by DreamWorks to commence something in the next 12 months if production moves forward. In 2008, we entered into a co-production and distribution deal with Hyde Park Entertainment for a feature film based on the Platinum Studios-controlled property Dylan Dog: Dead of Night. We closed the financing for this film on February 6, 2009, and we commenced principal photography on February 26, 2009. We are currently in post-production on Dead of Night and, although there is currently no domestic distribution deal in place, the film is guaranteed a minimum 800 screen release in the United States by Australian based Omnilab PTY Ltd. The Company anticipates the film will be released toward the end of 2010 or in 2011. We are currently in contract negotiations on our first film from the Top Cow Entertainment comics library, The Witchblade. We hope to be in production on this film in the next 12 -24 months. In February 2009, we announced a development deal with Sony Animation to produce a major animated feature from Platinum’s library of characters and stories. A production schedule has not been set. Also in 2009, the Company entered into an option agreements with FoxTV for Indestructible Man which is currently in development.Media

~~Merchandise/Licensing~~· Characters: 412

~~As of the date of this Statement, we entered into Dylan Dog licensing agreements with~~ 25

~~Cartiere~~Our ~~Paolo~~rights: ~~Pigna~~The SCompany has an exclusive option to enter licensing of rights for agreements to individual characters, subject to existing third party rights, within the RIP Awesome Library of RIP Media, Inc.p(“RIP”), specific and only to those 412 Awesome Comics characters currently owned and controlled by RIP, a schedule of which has been provided to the Company.A Rip is an entity which is managed by one of the Company’s Directors. Such licensing option includes all rights worldwide, not including print and digital comic publishing rights. The ownership of the intellectual property in its entirety, including copyright, trademark, and all other attributes of ownership including but not limited to additional material created after a license agreement from Rip to Platinum Studios, Inc (~~school~~and ~~supplies~~however disbursed thereafter) shall be, stay and remain that of Rip in all documents with all parties, including the right to revoke such rights upon breaches, insolvency of the Company or insolvency of the licensee (s) or others related to exploitation of the intellectual property, and the Company is obligated to state same in all contracts. In some cases, there are some other limitations on rights. Any licensing of rights from Rip to the Company is contingent upon and subject to the Company’s due diligence and acceptance of Chain of Title. Currently, we have the above exclusive right to enter into agreements related to the licensing of motion picture rights and allied/ancillary rights until the date upon which the Company’s CEO, Scott Mitchell Rosenberg, is no longer the Company’s CEO and Chairman of the Board and holds at least 30% of the outstanding capital stock of the Company. As Mr. Rosenberg’s currently holds less than 30% of the outstanding capital stock of the Company, the rights are no longer exclusive to the Company. Rip retains the right on the above characters to enter directly into agreements to license rights, negotiate and sign option agreements with other parties in so far as the Company is made aware of the agreement prior to its signing, and that there is economic participation to the Company in a form similar to its agreement with Rip in general, and that if there is a material change to the formula, that the Company’s Board of Directors may require specific changes to the proposed agreement such that it conforms with other licenses from Rip made from January 1, 2010 forward. If the material change is cured, then Rip’s rights to enter into an agreement, still subject to its financial arrangement with the Company, remain the same. The Company does not have access to other characters, stories, rights (including trademarks, trade names, url’s) controlled by RIP. In regards to new acquisitions, RIP has no obligation to offer rights of any kind to the Company.

~~International~~Hexagon ~~Tobacco~~Library ~~Agency~~from ~~Srl~~Mosaic ~~(lighters)~~ Multimedia

~~Fatex~~· deCharacters: ~~La Ganga palmal (Male Apparel)~~ 702

~~Global~~Our ~~Watch~~rights: ~~Industries~~We have all rights worldwide, Snot including print comic publishing rights, contingent on verification of chain-of-title and European legal documentation (on completion of paperwork, Platinum will have a long-term, exclusive option, with provision to buy out all restrictions and third-party approvals).p Currently, we have the exclusive right to enter into agreements related to the licensing of motion picture rights and allied/ancillary rights in perpetuity subject to payment milestones.A The agreement requires the formation of an LLC that is co-owned by Mosaic Multimedia and Platinum Studios with Platinum Studios acting as manager. The ~~(wrist~~Company ~~watches)~~will move forward on formation of the LLC when it appears likely that exploitation will occur on one or more of the properties.

~~Infinite~~Recent ~~Satue Srl. (collectibles)~~ Developments

~~Edibas~~Print ~~Stationery Srl (calendars)~~ Publishing

InPlatinum ~~2006,~~Studios weComics ~~extended~~(an ~~our~~imprint ~~branding~~of ~~philosophy~~the toCompany) ~~include~~has ~~our~~published ~~annual~~over ~~“The~~50 ~~Comic Book Challenge”, a competition that allows independent creators to pitch original~~ comic ~~book~~books ~~ideas~~and tographic anovels ~~panel~~for ~~of live judges. The winning contestant gets a publishing deal with revenue sharing across all~~ distribution ~~outlets. In~~through ~~July~~traditional ~~2007,~~domestic wechannels ~~secured sponsorship arrangements with 5 corporations to underwrite the event~~ and ~~expose~~is ~~the~~developing ~~Company to a wide,~~ international ~~audience.~~channels Infor ~~subsequent~~worldwide ~~years,~~print we modified the structure of the contest in an attempt to reach the largest comic creator audience possible. The contest has been suspended in 2009 in order to reformat the structure again so the Company can pursue a distribution ~~partner over broadcast or cable television networks~~.

26Digital Publishing

InPlatinum ~~July,~~continues ~~2008,~~to ~~the~~maintain ~~Company~~its ~~signed~~place aas ~~licensing agreement with Brash Entertainment to produce~~ a ~~multi-platform~~frontrunner ~~console~~in ~~video game based on Cowboys & Aliens. Brash paid~~ the ~~Company~~digital anpublishing ~~advance of $250~~space,~~000~~ ~~for~~making ~~the~~its ~~exclusive~~content ~~rights.~~available Inand ~~December,~~generating ~~2008,~~revenue ~~the~~through ~~Company~~its ~~was~~digital ~~notified~~publishing ~~that~~efforts. Platinum ~~Brash~~has ~~Entertainment~~recently ~~was~~entered ~~ceasing~~into ~~operations~~digital ~~and~~publishing ~~the~~agreements ~~rights~~with tosuch ~~Cowboys~~leading &digital ~~Aliens~~comic ~~were~~distributors ~~returned~~as tographic.ly ~~the~~and ~~Company without recourse~~iversecomics.com, ~~The Company is actively pursuing partners to develop video games for this property~~ as well as ~~Atlantis~~continuing ~~Rising,~~its ~~Dead~~publishing ofefforts ~~Night~~with ~~and~~previous ~~other~~partners ~~titles~~like drunkduck.com and wowio.com.

~~Industry~~Filmed ~~Overview~~ Entertainment

~~The~~We ~~comic~~currently ~~book~~have ~~market~~film isand ~~highly~~television ~~sought~~development ~~after~~deals byand/or ~~the~~already ~~entertainment~~existing ~~industry~~productions ~~for~~with ~~the~~several ~~purpose~~major offilm ~~mining~~producers ~~for~~and ~~new~~several ~~material. As~~major ~~proof~~studios ofincluding: ~~this~~Disney ~~appeal~~(Unique), ~~two~~Universal, ~~recent~~Paramount ~~trade~~and ~~articles~~DreamWorks ~~have~~(Cowboys ~~pinpointed~~and ~~the~~Aliens) ~~virtues~~and ofSony ~~comics~~(untitled ~~publishing as a credible source of new material in Hollywood~~project). ~~Daily~~ Cowboys ~~Variety~~ and ~~Hollywood~~Aliens ~~Reporter~~was ~~have~~released ~~each~~on ~~reported~~July ~~separately~~29, ~~that the big moneymakers are fresh concepts and comic books~~2011. ~~“Among~~The ~~the~~film’s ~~better~~worldwide ~~averages~~box ~~were~~office ~~pics~~receipts ~~based~~, onas ~~comic~~reported ~~books:~~in ~~There were only 13 such films~~BoxOfficeMojo.com, ~~and~~currently ~~the~~exceeds $2165 million.8 In ~~billion~~February ~~total~~2009, ~~means~~we ~~that~~announced ~~each~~a ~~comic~~development ~~book~~deal ~~hit~~with ~~averaged~~Sony aAnimation ~~$215~~to ~~million~~produce ~~gross. Which~~a ~~explains~~major ~~why~~animated ~~Hollywood~~feature isfrom soPlatinum’s ~~hot~~library toof ~~film~~characters ~~comic~~and ~~books~~stories.” ~~(“How~~A toproduction ~~make~~schedule ~~box-office~~has ~~gold”,~~not ~~Marc~~been ~~Graser, Daily Variety 7/6/07)~~set.

ItIn ~~was also reported in July~~2008, ~~2007~~we ~~that~~entered ~~UK-based~~into ~~sales,~~a co-production and ~~finance~~distribution ~~house~~deal ~~Intandem~~with isHyde ~~embarking~~Park onEntertainment for a ~~“new~~feature ~~corporate~~film ~~strategy~~based byon ~~acquiring~~the aPlatinum ~~5% stake in Los Angeles~~Studios-~~based~~controlled ~~comic~~property ~~book~~Dylan ~~publisher~~Dog: ~~Radical~~Dead ~~Publishing~~of ~~and~~Night. ~~sister~~We ~~movie~~closed ~~company~~the ~~Blatant~~financing ~~Pictures,~~for ~~providing~~this ~~the~~film ~~company~~on ~~with~~February ~~another~~6, ~~source~~2009, ofand ~~quality~~commenced ~~commercial~~principal ~~product~~photography ~~for~~on ~~studios~~February ~~and~~26, ~~top distributors~~2009.” ~~(“Intandem~~The ~~has~~film ~~Radical~~was ~~idea~~completed ~~for~~in ~~content”,~~2010 ~~Stuart~~and ~~Kemp,~~released ~~Hollywood~~in ~~Reporter, 7/17/07)~~2011. ~~These~~ ~~industry~~The ~~announcements~~film ~~all~~stars ~~support~~Brandon ~~our~~Routh, ~~contention~~Sam ~~that~~Huntington, ~~comic-books~~ and ~~graphic~~Anita ~~novel~~Briem ~~publishing~~and ishad aits ~~viable~~worldwide ~~source~~premier ~~for~~during ~~multiple~~March ~~forms~~ of ~~media~~2011, ~~exploitation.~~in Italy.

The 2008 summer releases of comic-based feature films has resulted in one of the most successful in US box office history. Between May 1 and August 15, 2008, 5 feature films based on comic books and graphic novels were released, namely Iron Man, The Hulk, Wanted, Hellboy2, and The Dark Knight. Iron Man became the first film in 2008 to earn $300M in US domestic box office and as of February 20, 2009, the film has grossed more than $580M worldwide (Box Office Mojo). The Dark Knight, the most recent in a long line of Batman-based movies, is on track to become one of the highest-grossing feature films of all time and as of February 20, 2009, its total worldwide gross stands at over $1 BILLION. The Dark Knight was the highest grossing movie of 2008 in domestic box office and worldwide. It is also the highest grossing comic book film of all time, beating previous record-holder Spider-Man. Unadjusted for inflation, it is now the second highest grossing film domestically of all time with a total of $533 Million, as of February 20, 2009. This trend supports our contention that comic books and graphic novels continue to be a leading source of original source material from which Hollywood pulls. 26

~~Print~~Based ~~Publishing~~on one of the world's bestselling comic book series with over 60 million readers worldwide, Dylan Dog: Dead of Night blends horror, humor and sophisticated storytelling set in the backstreets of New Orleans — a city with a long and storied history with the supernatural. The story revolves around Dylan Dog, the world's only private investigator of the undead with a business card that features his slogan, "investigator of the paranormal: no pulse, no problem." Along with his assistant Marcus, Dylan will go where the living dare not — facing down friend and foe alike, until justice is done. Starring Brandon Routh ("Superman Returns"), Sam Huntington ("Being Human"), Anita Briem ("Journey to the Center of the Earth 3D") and Taye Diggs ("Rent"). The film is directed by Kevin Munroe ("TMNT").

~~Every~~The ~~project~~film ~~we publish~~ is ~~designed~~a ~~for~~Hyde ~~eventual~~Park ~~adaptation~~Entertainment, toPlatinum ~~other media~~Studios, ~~including~~Inc. ~~film~~ and ~~television. Our~~Omnilab ~~core~~Media ~~business~~Group ~~model~~presentation. ~~focuses~~The onproducers ~~the~~are ~~exploitation~~Ashok ofAmritraj ~~our~~("Premonition," ~~characters~~"Traitor"), inScott ~~all~~Mitchell ~~media. We~~Rosenberg ~~license~~("Cowboys ~~our~~& ~~characters~~Aliens") and ~~stories~~Gilbert ~~for~~Adler ~~domestic~~("Constantine," ~~and/or~~"Superman ~~international comics publishing~~Returns"). In ~~some~~The ~~cases,~~Executive weProducers ~~produce~~are ~~our~~Christopher ~~own~~Mapp ~~publications~~("Tomorrow ~~under~~When the ~~“Platinum~~War ~~Studios Comics” label~~Began"), ~~but~~Matthew weStreet ~~also~~("W."), ~~have~~Peter ~~agreements~~D. ~~with~~Graves ~~other~~("Terminator ~~publishers~~Salvation"), ~~and~~Will ~~original~~French ~~copyright~~("Stone"), ~~holders~~Kevin ~~whereby~~Munroe ~~our~~("TMNT"), ~~agreement~~Stephen ~~provides~~Roberts ~~for~~("Game ~~these~~of ~~parties to continue publishing comic books~~Death"), ~~generating~~Patrick ~~new~~Aiello ~~characters~~("Street ~~and~~Fighter: ~~stories~~The ~~which~~Legend ~~are~~of ~~added to our ever~~Chun-~~growing~~Li"), ~~library~~Lars ofSylvest ~~material. Under~~("Death ~~these agreements~~Sentence"), ~~the~~David ~~publisher~~Whealy ~~retains~~("The ~~the publishing rights and generates ongoing serial publications~~Messenger"), ~~maintaining large staffs within their publishing~~ and ~~distribution~~Randy ~~organizations~~Greenberg to("Cowboys ~~achieve~~& ~~these goals~~Aliens"). We ~~benefit~~The ~~tremendously~~screenplay ~~from~~is ~~this~~written ~~relationship~~by asJoshua ~~all~~Oppenheimer ~~new characters~~ and ~~story~~Thomas ~~lines~~Dean ~~generated~~Donnelly ~~from~~(whose ~~new~~credits ~~publications~~together ~~are~~include ~~added~~"Sahara" toand ~~our~~the ~~library,~~upcoming ~~without~~"Conan the ~~burden~~Barbarian" ~~of carrying an entire publishing~~ and ~~distribution~~"Doctor ~~staff~~Strange"). ~~One~~ ~~such~~The ~~example~~behind ofthe ~~this~~scenes ~~arrangement~~collaborators isinclude the ~~Bonelli~~three-time ~~Publishing~~Academy ~~library~~Award®-winning ~~from~~make-up ~~Italy~~effects company, ~~which~~DRAC ~~has~~Studios ~~been~~("The ~~producing~~Curious ~~comic~~Case ~~books~~of inBenjamin ~~printed form for over 50 years. Popular characters from the Bonelli library include Nathan Never~~Button," ~~Legs Weaver and Dylan Dog~~"Mrs. ~~Pursuant to our agreement with Bonelli Publishing~~Doubtfire," ~~characters~~"Bram ~~which~~Stokers' ~~they develop are added to our library~~Dracula").

~~Print Publishing Schedule~~ Merchandise/Licensing

~~Since~~As ~~the successful launch~~ of our inaugural graphic novel, Cowboys & Aliens, in December, 2006, we published over 75 comic books and graphic novels for distribution through traditional domestic channels. These titles have all been published under the ~~Platinum~~date ~~Studios Comics banner and they are sold directly to comic book stores through the industry’s sole distributor, Diamond Distribution. The writers and artists~~ of ~~these~~this ~~titles are hired on a work-for-hire basis. In January 2008~~Report, we ~~entered~~have ~~into~~existing Dylan aDog ~~worldwide~~licensing ~~publishing~~agreements ~~agreement deal~~ with HarperCollins for our graphic novel Cowboys & Aliens, currently in feature film development at Dreamworks, and in March 2008, we entered into a publishing agreement with The Random House Publishing Group, a division of Random House, Inc, for our property Unique, currently in feature film development at Disney Studios. :

27Cartiere Paolo Pigna S.p.A. (school supplies)

~~Distribution~~International ~~Model~~Tobacco Agency Srl (lighters)

WeFatex ~~currently~~de ~~have~~La ~~four~~Ganga ~~distribution~~palmal ~~channels to sell our print products:~~ (1)Male ~~direct to comic book stores, (2~~Apparel) ~~online, (3) traditional book retail stores, and (4) international distributors.~~

~~All~~Global ~~products~~Watch offered directly to the thousands of comic book retailers throughout the United States must be listed through Diamond Comic Distributors. Diamond was established in 1982 to provide comic book specialty retailers with wholesaleIndustries, ~~non-returnable comic books and related merchandise~~S. ~~Diamond has a vast network of strategically-located Distribution Centers throughout the world~~p.A. (wrist watches)

~~For~~Infinite ~~our~~Satue ~~first year of publishing, we established a distribution agreement with Top Cow Productions to list our titles in Diamond’s wholesale catalog for retail comic book stores~~Srl. By capitalizing on Top Cow Production’s long-standing relationship with Diamond, we were able to procure better placement in this wholesale catalog. While this was our primary distribution chain, however, we recently established a direct contractual relationship with Diamond for the listing of our properties, giving us more flexibility regarding the types and number of products we offer to this direct market. (collectibles)

WeEdibas ~~also~~Stationery ~~distribute~~Srl ~~our products to consumers and retailers via our Web store and comic book site~~ (~~www.PlatinumStudiosComics.com~~calendars). The site allows the comic book fan to get a closer look at the books, the creators and sample artwork. We have also created a strategy of launching the published book online, updating one page per day, giving the readers and fans a place to preview the book and communicate with the creators one-on-one via our webcomic hosting site, Drunk Duck (www.drunkduck.com). We also distribute our comic books and graphic novels through WOWIO, allowing online readers to access the material online through a WOWIO reader, and via downloads of the material in pdf form.

WeManifatture also distribute our products through established distribution companies, such as our current individual licensing arrangements with Harper Collins and Random House, who have agreed to distribute select properties in hardcover graphic novel form to book stores and libraries. Basanisi

~~Finally,~~Hobby we& ~~have~~Work recently established relationships with international publishing entities to distribute translated versions of our completed series of comic books to over 100 countries throughout the world. These publishers generally pay advances against sales royalties without charging for translations and/or printing, making this distribution option a significant way to offset the costs of the domestic distribution chain. Srl

AsPrimal a comic publisher, we have discovered that there is little to no correlation between the sales of printed comics and the revenues generated by the affiliated media properties developed out of the underlying comic material. Men in Black, for example, generated over $1Billion in worldwide box office between two movies but had print sales of less than 5,000 per issue. Additionally, we have seen that the distribution model for print can be considered fairly restrictive. Diamond Distributors have recently raised the sales threshold for all print publishers, eliminating re-orders beyond 60 days, further restricting access to a broader print audience. Finally, the development expense for our print comics has, historically, barely been covered by the subsequent revenues, and in many cases, act as “loss leaders” for the launch of ancillary product streams. With the above considerations, we have reduced our output of print comics to approximately 5 – 10 titles per year, and we will most likely focus our future efforts on printing just those titles that have a film, television, or video game development agreement. For the other titles in our library, we will restrict the distribution to a digital outlet, such as WOWIO and Drunk Duck. intimo

~~Digital~~Copyright ~~Publishing/Online~~Promotions ~~Initiative~~Licensing Group is our master licensing agency throught December 31, 2011 for territories throughout Europe including Italy, Spain, Portugal, France and the United Kingdom.

WeIn ~~have~~2006, ~~established~~we ~~ourselves~~extended asour abranding ~~leader~~philosophy into ~~comics-based~~include ~~entertainment~~our annual “The Comic Book Challenge”, ~~and~~a ~~continue~~competition that allows independent creators to ~~build~~pitch ~~our~~original ~~already~~comic ~~substantial~~book ~~library~~ideas ofto ~~characters~~a ~~and~~panel ~~storylines~~of live judges. WeThe ~~are~~winning ~~currently~~contestant ~~pursuing~~gets a ~~strategy~~publishing deal with revenue sharing across all distribution outlets. In July 2007, we secured sponsorship arrangements with 5 corporations to ~~leverage~~underwrite ~~our~~the ~~momentum~~event inand expose the ~~entertainment~~Company ~~space~~to ~~and~~a ~~commercialize~~wide, ~~our~~international ~~intellectual~~audience. ~~property~~In ~~through~~subsequent years, we modified the ~~most~~structure ~~viable~~of ~~media~~the ~~outlets~~contest in an attempt to reach the largest comic creator audience possible and ~~channels,~~plan ~~including~~to re-launch the ~~online~~brand ~~content~~in ~~space~~2012.

~~Our~~In ~~Digital Publishing/Online Initiative Division’s mission is to leverage our library of intellectual property across multiple online channels and distribution platforms~~August, ~~and~~2010 ~~create~~the Company ansigned ~~online~~a ~~community~~licensing ~~for~~agreement ~~fans~~with ofGameloft ~~comic-based entertainment in all media~~S. ~~Revenues~~A. for ~~this~~its ~~online~~comic ~~initiative~~book ~~will~~entitled beCowboys ~~derived from advertising, sponsorship, micro- transactions~~ and ~~intelligently~~Aliens ~~monetized~~to ~~through~~develop ~~tie-ins,~~mobile ~~merchandise~~content ~~and~~based ~~other~~on ~~long-tail~~the ~~strategies~~property.

28In September, 2010, the Company signed a licensing agreement with Mako Games, LLC for its comic book entitled Cowboys and Aliens to develop video games based on the property.

~~Online~~In ~~Comics~~June, ~~Community~~2011, -the ~~Drunk~~Company ~~Duck~~signed a licensing agreement with Playtech Software Limited for its comic book entitled Cowboys and Aliens to develop interactive online casino style games.

InIndustry 2006, we acquired Drunk Duck (www.drunkduck.com), an online web comic community boasting over 3,000 strips and 10 million monthly page views. Since the acquisition, we implemented several programming and feature upgrades to enhance the functionality and user-friendly interface of Drunk Duck, including a new section for print publishers to post their printed works online as well. Today, the number of strips and stories exceeds 12,000 in number and the monthly page views are approximately 10,000,000. We believe that by increasing marketing and advertising expenditures, we will be able to ramp this traffic back up to its peak level and beyond, generating online revenues through advertising and sponsorships. The Company has a three-pronged effort to increase the value of Drunk Duck; namely instituting an aggressive marketing campaign to attract readers, a multi-pronged effort in business development to attract corporate sponsors and advertisers, and an outreach program to attract more webcomic creators.Overview

OnIn ~~June~~2010, 7the releases of comic-based feature films grossed over $1 Billion worldwide. Iron Man 2 and Kick-Ass, two features based on comics were released between March 12, 2010 and April 26, we2010 ~~sold~~and ~~Drunk~~accounted ~~Duck~~for to$712 ~~Wowio~~Million alone. Following this, ~~LLC~~Red, ~~for~~The Losers, Marmaduke, and Scott Pilgrim vs. The World ended up grossing a remaining $321 Million. In 2011, studios will invest over $1 ~~million~~Billion in comic-based IP with eight new major productions: Thor, Captain America: The First Avenger, Green Lantern, Cowboys & Aliens, X-Men: First Class, Dylan Dog: Dead of Night, The Adventures of Tintin: The Secret of the Unicorn, and Priest. This ~~(For~~will ~~terms~~increase into the following year as the studios release features already including Superman: The Man of ~~sale~~Steel, ~~please~~The ~~see~~Avengers, The Dark Knight Rises, Men In Black 3, The Amazing Spider-Man and 47 Ronin. The Dark Knight Rises is the sequel to the third highest grossing movie of all time, The Dark Knight, ($1,001,921,825 worldwide) and Men In Black 3 is the third installment of the billion dollar franchise that Company’s ~~Form~~CEO 8Scott Mitchell Rosenberg sold to Sony while running his former company, Malibu Comics. While comic-Kbased asfeatures ~~filed~~in 2010 were confined to five releases, worldwide grosses still crossed the $1 Billion mark. 2011 and 2012 will exceed this with the ~~Securities~~investment and ~~Exchange~~release ~~Commission~~of fourteen features based on ~~June~~comic ~~11,~~books. This ~~2010~~trend in domestic and worldwide box office success proves that comic books and graphic novels continue to be a leading source of original material from which Hollywood pulls.)

~~Casual Games~~ 27

~~Due~~Print to a renewed interest in retro arcade games like Pac-Man, Asteroids and Centipede, as well as new titles inspired by retro games, card and board games, puzzle games and the like, a new gaming sector, often collectively referred to as “casual games,” has evolved. The category is loosely defined as games with simple rules, that are easy to learn and can be played in very small increments of time – perfect for a 5-10 minute break at work. The most prevalent casual game genres today are puzzles, word games, and casual-action games, followed by tile/card and board games. Publishing

~~Our~~Every ~~Drunk~~project ~~Duck~~we ~~portal~~publish ~~includes~~is adesigned ~~casual~~for ~~gaming~~eventual ~~section~~adaptation to other media, ~~with~~including afilm ~~variety~~and television. Our core business model focuses on the exploitation of ~~games~~our ~~featuring~~characters in all media. We license our characters and ~~story~~stories ~~lines~~for ~~from~~domestic ~~our~~and/or ~~library~~international comics publishing. WeIn ~~are~~some incases, ~~discussions~~we ~~with~~produce ~~leading~~our ~~game~~own ~~developers~~publications tounder the “~~re-skin~~Platinum Studios Comics” anlabel, ~~assortment~~but ofwe ~~casual~~also ~~games~~have agreements with other publishers and original copyright holders whereby our ~~properties~~agreement ~~(i.e.~~provides ~~changing~~for ~~the~~these ~~cosmetic~~parties ~~nature~~to ofcontinue ~~the~~publishing ~~game~~comic books and generate new characters ~~without~~and ~~changing~~stories ~~the~~which ~~underlying~~are ~~software~~added to our ever-growing library of ~~the~~material. Under ~~program)~~these agreements, the publisher retains the publishing rights and wegenerates ~~are~~ongoing ~~evaluating~~serial ~~several~~publications, ~~ways~~maintaining large staffs within their publishing and distribution organizations to ~~monetize~~achieve ~~this~~these ~~product~~goals. We Inbenefit ~~the~~tremendously ~~past~~from ~~few~~this ~~years,~~relationship ~~the~~as ~~dominant~~all ~~business~~new ~~model~~characters ~~for~~and ~~targeting~~story ~~the~~lines ~~casual~~generated ~~games~~from ~~audience~~new ~~was~~publications ~~offering~~are ~~free~~added ~~online~~to ~~games~~our ~~that~~library, ~~were~~without ~~monetized~~the byburden ~~advertising~~of carrying an entire publishing and ~~sponsorships~~distribution staff. One Asuch ~~number~~example of ~~business~~this ~~models~~arrangement ~~have~~is ~~now~~the ~~emerged,~~Bonelli ~~including~~Publishing ~~fee-based~~library ~~downloadable~~from ~~games~~Italy, ~~premium~~which ~~online~~has ~~subscription~~been ~~services,~~producing ~~skill-based~~comic ~~gaming~~books ~~tournaments,~~ in~~-game~~ ~~advertising~~printed ~~and~~form ~~free~~for ~~game~~over ~~play~~50 ~~supported~~years. Popular bycharacters ~~video~~from ~~advertising~~the Bonelli library include Nathan Never and ~~sponsorships~~Dylan Dog. Pursuant to our agreement with Bonelli Publishing, certain characters which they develop are added to our library.

~~Online~~Print ~~Initiatives~~Publishing Schedule

~~The~~Since ~~Company~~the issuccessful ~~currently~~launch ~~working~~of ~~with~~our ~~third~~inaugural ~~parties~~graphic asnovel, ~~possible~~Cowboys ~~co-venturers~~& toAliens, ~~create~~in anDecember, ~~immersive~~2006, ~~online~~we ~~world~~published ~~that~~over ~~expands~~75 ~~upon~~comic ~~the~~books ~~Company’s~~and ~~library~~graphic ofnovels ~~content~~for ~~and~~distribution ~~engages~~through ~~audiences~~traditional ~~through~~domestic achannels. The ~~variety~~writers and artists of ~~casual~~these ~~games~~titles ~~and~~are ~~exclusive,~~hired ~~interactive~~on ~~content. Revenue~~a ~~from~~work-for-hire ~~this~~basis. ~~initiative~~In ~~would~~January be2008, ~~derived~~we ~~from~~entered into a ~~variety~~worldwide ofpublishing ~~sources~~agreement ~~including~~deal adwith ~~revenue,~~HarperCollins ~~micro-transactions~~for ~~and~~our ~~purchase~~graphic ofnovel ~~digital~~Cowboys ~~content~~& asAliens. The ~~well~~HarperCollins hardcover was in the stores as ~~physical~~of ~~merchandise~~April, 2011 and the softback was released in June, 2011. Both releases have been on the new York Times Best Seller list in their respective categories.

~~Filmed~~Distribution ~~Entertainment: Feature Films~~ Model

We ~~are~~currently ~~aggressively~~have ~~pursuing~~four adistribution ~~multi-pronged~~channels ~~approach~~ to ~~create~~sell ~~feature~~our ~~films~~print products: (1) direct to comic book stores, (2) online, (3) traditional book retail stores, and (4) international distributors.

·All ~~Licensing~~products ~~characters~~offered ~~and~~directly ~~stories~~ to ~~third-party~~the ~~producers~~thousands ~~and/or~~of ~~affiliated~~comic ~~major~~book ~~studios~~retailers ~~for~~throughout ~~production~~the ·United ~~Secure~~States ~~outside~~must ~~financing~~be listed through Diamond Comic Distributors. Diamond was established in 1982 to ~~produce~~provide ~~our~~comic ~~own~~book ~~individual~~specialty ~~films~~retailers orwith ~~slates~~wholesale, non-returnable comic books and related merchandise. Diamond has a vast network of ~~films~~strategically-located Distribution Centers throughout the world.

~~Licensing~~We ~~Deals~~also distribute our products to consumers and retailers via our Web store. The site allows the comic book fan to get a closer look at the books, the creators and sample artwork.

~~Some~~We ~~examples~~also oflicense our ~~current~~products ~~projects~~through ~~with~~established ~~major~~bookstore ~~studios~~publishing ~~based~~companies, onsuch ~~previously~~as ~~unbranded~~our ~~characters~~licensing ~~include:~~arrangement with Harper Collins for hardcover graphic novels.

·As ~~Unique~~a ~~(Disney)~~comic -publisher, ~~Based~~we onhave adiscovered ~~comic~~that ~~book~~there ~~series~~is ~~released~~little into ~~early~~no ~~2007,~~correlation ~~Disney~~between ~~acquired~~ the ~~film~~sales ~~rights~~of toprinted ~~this~~comics ~~project,~~and ~~although~~the ~~development~~revenues ongenerated by the ~~project~~affiliated ~~continues,~~media noproperties ~~production~~developed ~~schedule~~out ~~has~~of ~~been~~the ~~set~~underlying comic material. ·Men ~~Cowboys~~in &Black, ~~Aliens~~for ~~(Dreamworks/Paramount/Imagine/Universal)~~example, –generated ~~Effective~~over ~~June~~$1Billion ~~2007,~~in ~~Dreamworks~~worldwide ~~optioned~~box ~~our~~office ~~property~~between ~~for~~two ~~development~~movies ~~and~~but ~~production~~had ~~for~~print ~~joint~~sales ~~distribution~~of ~~through~~less ~~Paramount~~than ~~and~~$5,000 ~~Universal~~per ~~with~~issue. Additionally, ~~Imagine~~we ~~Entertainment~~have asseen athat ~~producing~~the ~~partner.~~distribution ~~Following~~model ~~its~~for ~~separation~~print ~~from~~can ~~Paramount,~~be ~~the~~considered ~~new~~fairly ~~Dreamworks~~restrictive. isDiamond ~~pursuing~~Distributors previously raised the ~~development~~sales ofthreshold ~~the~~for ~~project~~all print publishers, ~~while~~eliminating ~~Paramount~~re-orders ~~maintains~~beyond a60 ~~right~~days, further restricting access to ~~co-finance~~a broader print audience. ~~Although~~Finally, nothe ~~official~~development ~~production~~expense ~~schedule~~for our print comics has, ~~been~~historically, ~~announced~~barely ~~Dreamworks~~been ~~anticipates~~covered by the ~~film~~subsequent ~~going~~revenues, ~~into~~and ~~production~~in ~~over~~many ~~the~~cases, ~~next~~act 12as ~~-18~~“loss ~~months.~~leaders” ·for ~~Atlantis~~the ~~Rising~~launch ~~(Dreamworks/Paramount/Imagine/Universal)~~of –ancillary Inproduct ~~June,~~streams. ~~2007,~~With ~~Dreamworks~~the ~~agreed~~above toconsiderations, ~~option~~we have reduced our ~~property~~output ~~for~~of ~~development~~print comics, and ~~production.~~we ·will ~~Sony~~most ~~Animation~~likely ~~Development~~focus ~~Deal~~our –efforts Inon ~~February~~printing ~~2009,~~just ~~the~~those ~~Company~~titles ~~announced~~that have a ~~development~~film, ~~deal~~television, ~~with~~or ~~Sony~~video ~~Animation~~game todevelopment ~~produce~~agreement. aFor ~~“hybrid”~~the ~~feature~~other ~~film~~titles, ~~(containing~~we ~~both~~will ~~animated~~distribute ~~and~~on ~~live-action elements)~~mobile, ~~based~~tablet onand ~~Platinum-owned~~PC ~~characters~~platforms.

2928

~~Production~~Digital ~~Slate Financing~~ Publishing

AsWe anseek ~~alternative~~ to ~~licensing~~be ~~properties~~a toleader ~~studios, independent financing arrangements are becoming more prevalent~~ in ~~the~~comics-based entertainment ~~industry. While there are many ways to finance films~~, ~~one~~and ofcontinue ~~the options is~~ to ~~create~~build anour ~~Intellectual~~already ~~Property-Backed~~substantial ~~Securitization~~library ~~vehicle~~of tocharacters ~~facilitate~~and ~~the funding efforts~~storylines. ~~The~~We ~~structure~~are iscurrently ~~designed~~pursuing toa ~~(1)~~strategy ~~isolate~~to ~~the~~leverage ~~Intellectual~~our ~~Property~~momentum ~~assets~~in ~~needed for~~ the ~~production~~entertainment space and ~~exploitation~~commercialize ofour ~~theatrically~~intellectual ~~released~~property ~~films~~through ~~into a bankruptcy-remote vehicle, thus protecting~~ the ~~financial~~most ~~integrity~~viable ofmedia ~~the~~outlets ~~Company~~and ~~from potential adverse performance of the picture slate~~channels, ~~and~~including ~~(2) mitigate~~ the ~~performance~~online ~~risk~~content ~~across a number of films through structural credit enhancements~~space.

~~The~~Our ~~vast~~Digital ~~majority~~Publishing/Online ofInitiative ~~issuance~~Division’s bymission ~~dollar~~is ~~volume~~to ~~has~~leverage ~~occurred~~our inlibrary ~~the~~of ~~film~~intellectual ~~industry~~property ~~because~~across ~~film~~multiple ~~catalogs~~online ~~represent~~channels ~~large, predictable assets with clearly defined historical cash flows~~ and ~~relatively~~distribution ~~little variance. Similarly~~platforms, ~~future~~and ~~flows~~create ~~transactions~~an ~~backed~~online bycommunity ~~film catalogs tend to show less volatility as the film industry has followed the same pattern~~ for ~~many~~fans ~~years where a few blockbusters (perhaps 5%~~ of ~~the~~comic-based ~~total~~entertainment ~~releases)~~in ~~finance~~all ~~the~~media. Revenues ~~rest~~for ofthis ~~the~~online ~~releases.~~initiative ~~This~~will ~~“all~~be orderived ~~nothing”~~from ~~type~~advertising, ~~of economics~~sponsorship, ~~where~~micro-transactions ~~the~~and ~~few~~intelligently ~~hits~~monetized ~~pay~~through ~~for the many flops~~tie-ins, ~~works~~merchandise ~~well~~and ~~for~~other ~~slates~~long-tail ~~because the catalogs behave like a portfolio of assets whose diversification smoothes the volatility of revenues~~strategies.

WeOnline are currently in contract negotiations on our first film from Top Cow comics library, The Witchblade. We hope to be in production on this film sometime in the next 12 – 24 months. We are always seeking out opportunity for other slate opportunities such as direct-to-home video slate and genre-specific, low-budget slates.Initiatives

InThe ~~January~~Company ~~2008,~~is wecurrently ~~entered~~working ~~into~~with athird ~~co-production~~parties ~~and~~as ~~distribution~~possible ~~deal~~co-venturers ~~with~~to ~~Hyde~~create ~~Park~~an ~~Entertainment~~immersive, ~~for~~online aworld ~~feature~~that ~~film~~expands ~~based~~upon on the ~~Platinum Studios~~Company’~~-controlled~~s ~~property,~~library ~~Dylan Dog: Dead~~ of ~~Night.~~content ~~Funding~~and ~~for~~engages ~~the~~audiences ~~film~~through ~~closed~~a invariety ~~February~~of ~~2009,~~casual wegames ~~commenced principal photography on February 26, 2009~~ and ~~completely principal photography in May~~exclusive, ~~2009~~interactive content. WeRevenue ~~are~~from ~~currently~~this ininitiative ~~post-production~~would onbe ~~Dead~~derived offrom ~~Night~~a ~~and,~~variety ~~although~~of ~~there~~sources isincluding ~~currently~~ad ~~no domestic distribution deal in place~~revenue, ~~the~~micro-transactions ~~film~~and ispurchase ~~guaranteed~~of adigital ~~minimum~~content ~~800~~as ~~screen~~well ~~release~~as inphysical ~~the United States~~merchandise. ~~The Company anticipates the film will be released toward the end of 2010 or in 2011.~~

Filmed Entertainment: Feature ~~Television~~ Films

InWe ~~television,~~are weaggressively ~~intend~~pursuing toa ~~(1) continue our strategy of licensing our characters and stories to third~~multi-~~party~~pronged ~~producers~~approach ~~for sale~~ to ~~broadcast~~create ~~and~~feature ~~cable television networks~~films: ~~and (2) secure third-party financing to produce our own specials and series.~~

· Licensing ~~Deals~~characters and stories to third-party producers and/or affiliated major studios for production

We· ~~are~~Secure ~~currently~~outside ~~working~~financing ~~with several well-known producing partners in order~~ to ~~help~~produce ~~bring~~our ~~other~~own ~~characters~~individual tofilms ~~the~~or ~~small~~slates ~~screen. As with the normal business flow in the entertainment industry, projects constantly move up and down priority lists at networks based on a number~~ of ~~variables such as programming mix, audience taste, etc.~~ films

~~Some~~Current ~~examples of our current~~ projects with major studios based on previously unbranded characters include:

~~Gunplay~~· Unique (~~Fox21~~Disney) –- ~~Fox~~Based ~~Television’s~~on ~~production~~a ~~entity~~comic book series released in early 2007, ~~Fox~~Disney 21acquired ~~has~~the ~~agreed~~film rights to ~~option~~this ~~The~~project, ~~Comic~~although ~~Book~~development ~~Challenge~~on ~~2007~~the ~~winner~~project ~~for~~continues, ~~development~~no ~~into~~production aschedule ~~cable~~has ~~television~~been ~~show~~set.

30· Cowboys & Aliens (Dreamworks/Paramount/Imagine/Universal) – released by Universal Pictures on July 29, 2011 in North America and internationally by Paramount Pictures.

~~Indestructible~~· ~~Man~~Sony ~~(Fox21)~~Animation Development Deal – In ~~July~~February 2009, ~~Fox21~~the ~~optioned~~Company ~~our~~announced ~~original~~a ~~property~~development ~~for~~deal ~~development~~with ~~into~~Sony Animation to produce a ~~cable~~“hybrid” ~~series.~~feature film (containing both animated and live-action elements), based on Platinum-owned characters.

~~Merchandise/Licensing~~In October, 2011, the Company entered into a producing arrangement with Mad Chance for the first film from the Top Cow comics library, Vice. We hope to be in production on this film sometime in the next 12 – 24 months. We are always seeking out opportunity for other slate opportunities such as direct-to-home video slate and genre-specific, low-budget slates.

WeIn ~~recognize~~January a2008, ~~targeted~~the ~~merchandising~~Company entered into a co-production and ~~licensing~~distribution ~~strategy~~deal ~~can~~with ~~produce~~Hyde ~~significant~~Park ~~revenues~~Entertainment ~~from~~for ~~characters~~a ~~who~~feature ~~build~~film ~~their~~based ~~audience~~on /the ~~fan~~Platinum ~~base~~Studios’-controlled ~~through~~property, ~~any~~Dylan ~~form~~Dog: Dead of ~~media~~Night. ~~exploitation~~Funding –for ~~feature~~the film, ~~television,~~closed ~~home~~in ~~video/DVD,~~February ~~print~~2009, ~~online,~~we ~~wireless~~commenced ~~and~~principal ~~gaming.~~photography Weon ~~will~~February ~~seek~~26, to2009 ~~develop~~and ~~relationships~~completed ~~with~~principal ~~category~~photography ~~leaders~~in toMay, ~~help~~2009. ~~secure~~The ~~more~~film ~~retail~~has ~~support,~~been ~~increase~~completed ~~the~~and ~~distribution~~had of its ~~products,~~worldwide ~~and~~premier ~~make~~in usItaly ain ~~key~~March, ~~franchise~~2011. ~~for~~The ~~our~~US ~~licensees.~~release was in April, 2011.

~~Licensees~~Filmed ~~recognize~~Entertainment: the potential that comic based properties afford them in diversifying their retail mix with lines for multiple characters within one story, and, in so doing, expanding the potential consumer audience interested in their merchandise. It is not uncommon for a major theatrical release in the comic to film genre to secure over 50 licensees for an array of products, from action figures, games and trading cards, to party supplies, costumes, furniture, and packaged foods. Television

~~The~~In ~~opportunities~~television, ~~within~~we ~~the~~intend ~~merchandising~~to ~~and~~(1) continue our strategy of licensing ~~arena~~our ~~for~~characters usand ~~are~~stories ~~equally~~to asthird-party ~~wide~~producers ~~ranging,~~for ~~including~~sale ~~toys/games,~~to ~~collectibles,~~broadcast ~~apparel,~~and cable television networks: and ~~numerous~~(2) ~~consumer~~secure ~~goods. We~~third-party ~~will~~financing ~~pursue~~to ~~opportunities~~produce ~~via~~our ~~the~~own ~~following~~specials ~~channels:~~and series.

· General merchandising agreements with third parties in each major territory where films, television and new media will be released. · Collectible merchandising: cultivating the worldwide collector market by allowing licensees in other countries to break with the normal tradition of shipping only within their territory. In these agreements, we will allow such licensees to ship product to special retailers who have partnership arrangements with the Company. These items will carry a double royalty: the original royalty from the licensee and the additional royalty from the retailer allowed to carry the material. · The licensing of the Characters for customized advertising campaigns and/or media purchase campaigns. · Leveraging individual partners and licensees’ efforts together globally and locally to create critical mass, including promotions, contests, and third-party advertising on radio, television and new media. · The leveraging of our relationships with hundreds of comic book publishers and distributors worldwide for the distribution of the Characters in print form.29

~~Video~~Currently, ~~Game~~we ~~Licensing~~have a licensing arrangement on the property Metadocs with Syfy and Fremantlemedia and Bob Cooper's Landscape entertainment

~~Whenever~~We ~~possible,~~are wecurrently ~~have~~working ~~made~~with itseveral awell-known ~~normal~~producing ~~course~~partners ofin ~~business~~order to ~~reserve~~help ~~interactive~~bring ~~game~~other ~~rights~~characters ~~for our properties. When licensing our properties~~ to ~~studios and networks, we negotiate to maintain control of~~ the ~~video~~small ~~game rights or, at the very least, the game rights for the “classic” intellectual property~~screen. WeAs ~~will establish publishing and distribution relationships~~ with ~~producers~~the ~~and~~normal ~~other~~business ~~industry~~flow ~~leaders~~ in the ~~game~~entertainment industry ~~and we will act as creative co-producer to create either console games~~, ~~handheld~~projects ~~device~~constantly ~~games,~~move ~~online~~up ~~casual games~~ and~~/or~~ ~~mobile~~down ~~games.~~priority Inlists ~~July,~~at ~~2008,~~networks webased ~~executed~~on a ~~license,~~number ~~and separate producer, agreement, for the console game for Cowboys & Aliens with Brash Entertainment. Subsequently, Brash filed for cessation~~ of ~~operations~~variables ~~and~~such ~~returned~~as ~~the~~programming ~~rights back to the Company and we are currently searching for a replacement publishing partner. We are also actively seeking game deals for Atlantis Rising~~mix, ~~and~~audience ~~Dead of Night~~taste, ~~both of which are in development and production, respectively, for feature films~~etc.

~~Collectibles Merchandising Strategy~~Merchandise/Licensing

~~Our~~We ~~collectible~~recognize ~~merchandising~~a ~~strategy~~targeted ~~will~~merchandising beand anlicensing ~~important~~strategy ~~area~~can ~~for~~produce ~~income~~significant ~~and~~revenues ~~branding.~~from ~~The~~characters ~~collectible~~who ~~markets~~build ~~worldwide~~their ~~will~~audience be/ ~~developed~~fan base through ~~the~~any ~~combination~~form of anmedia ~~online~~exploitation ~~and~~– ~~offline~~feature ~~merchandising~~film, ~~model. We~~television, ~~will~~home ~~establish~~video/DVD, ~~merchandise-licensing~~print, ~~arrangements~~online, ~~that~~wireless ~~enable~~and ~~individual~~gaming. ~~licensees’~~We ~~ability~~will seek to ~~sell~~develop ~~merchandise~~relationships ~~outside~~with ~~their~~category ~~territories~~leaders ~~through~~to ~~our~~help ~~distribution~~secure ~~partners.~~more ~~Where~~retail ~~licensees~~support, ~~traditionally~~increase ~~cannot~~the ~~cross~~distribution ~~borders~~of toits ~~sell~~ products ~~available within their own licensed territories~~, weand ~~will~~make ~~establish~~us a ~~global~~key ~~capability~~franchise for ~~individual territory merchandise licensees to make their product available worldwide over~~ our ~~website (including co-branded and syndicated versions of the website)~~licensees.

~~Merchandise~~Licensees ~~Licensing~~recognize ~~Industry~~the potential that comic based properties afford them in diversifying their retail mix with lines for multiple characters within one story, and, in so doing, expanding the potential consumer audience interested in their merchandise. It is not uncommon for a major theatrical release in the comic to film genre to secure over 50 licensees for an array of products, from action figures, games and trading cards, to party supplies, costumes, furniture, and packaged foods.

~~According~~The toopportunities ~~License~~within ~~Magazine, character-based licensed products – which include entertainment, television and movie characters - generated more than $39B at retail in 2003. Licensed toy lines in~~ the ~~character~~merchandising ~~category alone were just over $5.6B that same year. (NPD Group/FunWorld). Top action properties, including Spider-Man, Buffy the Vampire Slayer , The X-Men , Hercules,~~ and ~~Star Wars, have built lucrative~~ licensing ~~programs~~arena ~~across~~for ~~all~~us ~~product~~are ~~categories.~~equally ~~In fact, franchises such~~ as ~~Teenage~~wide ~~Mutant~~ranging, ~~Ninja~~including ~~Turtles~~toys/games, ~~Star Wars Episode I~~collectibles, ~~Toy Story~~apparel, and ~~even~~numerous ~~Barney~~consumer ~~have garnered over $1 billion sales each in the U~~goods.~~S. alone.~~ We ~~are~~will ~~looking~~pursue toopportunities ~~expand~~via ~~our~~the ~~merchandise~~following ~~lines in ways that benefit our franchises beyond current licensing agreements.~~ channels:

31· General merchandising agreements with third parties in each major territory where films, television and new media will be released.

~~Merchandise~~· ~~licensing~~Collectible ~~can~~merchandising: ~~include~~cultivating ~~various~~the ~~products~~worldwide ~~including~~collector ~~sporting~~market ~~goods,~~by ~~apparel,~~allowing ~~home~~licensees ~~furnishings,~~in ~~stationery,~~other ~~packaged~~countries ~~goods,~~to ~~books,~~break ~~and~~with ~~more, but~~ the ~~largest~~normal ~~segment~~tradition inof ~~this~~shipping ~~industry~~only iswithin ~~toys~~their territory. In ~~the~~these ~~toy business~~agreements, ~~companies~~we ~~like~~will ~~Mattel~~allow ~~and~~such ~~Hasbro~~licensees ~~may~~to ~~develop~~ship ~~their~~product ~~own~~to ~~core~~special ~~brands~~retailers ~~that~~who ~~include~~have ~~characters~~partnership ~~and~~arrangements ~~storylines~~with tothe ~~drive and support their toy lines~~Company. ~~Often~~These ~~they~~items ~~look~~will tocarry ~~third~~a ~~parties,~~double ~~including~~royalty: ~~entertainment~~the ~~studios,~~original ~~video~~royalty ~~game~~from ~~companies,~~the licensee and ~~book~~the ~~authors~~additional &royalty ~~publishers~~from tothe ~~bring~~retailer ~~popular~~allowed ~~storylines and characters~~ to ~~their~~carry ~~products.~~the material.

~~Through~~· ~~co-ventures,~~The ~~direct manufacturing, and merchandise~~ licensing, weof ~~hope~~the toCharacters ~~expand~~for ~~our franchises~~customized ~~into~~advertising acampaigns ~~tactile world that extends consumers relationships with the characters~~ and/or ~~stories~~media ~~that~~purchase ~~they know and love~~campaigns.

32· Leveraging individual partners and licensees’ efforts together globally and locally to create critical mass, including promotions, contests, and third-party advertising on radio, television and new media.

~~EMPLOYEES~~· The leveraging of our relationships with hundreds of comic book publishers and distributors worldwide for the distribution of the Characters in print form.

WeVideo ~~currently~~Game ~~employ 6 full-time and 2 part-time employees. We have not experienced any work stoppages and we consider relations with our employees to be good.~~ Licensing

~~Properties~~Whenever possible, we have made it a normal course of business to reserve interactive game rights for our properties. When licensing our properties to studios and networks, we negotiate to maintain control of the video game rights or, at the very least, the game rights for the “classic” intellectual property. We will establish publishing and distribution relationships with producers and other industry leaders in the game industry and we will act as creative co-producer to create either console games, handheld device games, online casual games and/or mobile games. We are actively seeking game deals for Atlantis Rising, and Dead of Night, of which one is in development for feature films and one has been completed as a feature film.

~~Our~~Collectibles ~~offices~~Merchandising are located at 2029 South Westgate Avenue, Los Angeles, California 90025, and consist of approximately 3,412 square feet. We entered into a three year lease for our offices which requires payments of $7,848 per month for the period from June 15, 2010 through June 30, 2011, $8,083 per month for the period from July 1, 2011 through June 30, 2012, and $8,326 per month for the period from July 1, 2012 through June 15, 2013. Our lease expires on June 15, 2013. Strategy

~~Legal~~Our ~~Proceedings~~collectible merchandising strategy will be an important area for income and branding. The collectible markets worldwide will be developed through the combination of an online and offline merchandising model. We will establish merchandise-licensing arrangements that enable individual licensees’ ability to sell merchandise outside their territories through our distribution partners. Where licensees traditionally cannot cross borders to sell products available within their own licensed territories, we will establish a global capability for individual territory merchandise licensees to make their product available worldwide over our website (including co-branded and syndicated versions of the website).

~~Transcontinental~~Merchandise ~~Printing~~Licensing v. Platinum. On or about July 2, 2009, Transcontinental Printing, a New York corporation, filed suit against the Company in Superior Court, County of Los Angeles (Case No. SC103801) alleging that the Company failed to pay for certain goods and services provided by Transcontinental in the total amount of $106,593. The Company has entered into a settlement agreement, paying approximately $92,000, which includes interest and legal fees, over an extended period of time.Industry

~~Harrison~~Toy ~~Kordestani~~Industry v.approximately ~~Platinum.~~$21 ~~Harrison~~billion ~~Kordestani~~dollars ~~was~~ a ~~principal~~year ofin ~~Arclight Films, with whom the Company had entered into a film slate agreement~~revenue. ~~One~~A quarter of ~~the properties~~ that ~~had~~revenue ~~been~~comes ~~subject to the slate agreement was “Dead of Night.” Arclight fired Mr. Kordestani and subsequently released Dead of Night~~ from ~~the~~licensed ~~slate agreement. In late January 2009~~toys, ~~Mr.~~based ~~Krodestani had an attorney contact the Company as well as its new partners who were~~ on ~~the~~movies, ~~verge of closing the financing for the “Dead of Night.” Mr. Kordestani~~television, ~~through his counsel~~cartoon, ~~claimed he was entitled to reimbursement for certain monies invested in the film while it had been subject to the Arclight slate agreement. Mr. Krodestani’s claim was wholly without merit~~ and ancomic ~~attempt~~book to force an unwarranted settlement because he knew we were about to close a deal. We responded immediately through outside counsel and asserted that he was engaging in extortion and the company would pursue him vigorously if he continued to try and interfere with our deal. The company has not heard anything further from Mr. Kordestani but will vigorously defend any suit that Mr. Kordestani attempts to bring.characters

~~TBF Financial Inc. v. Platinum. On or about August 20, 2009, TB Financial, Inc. filed suit against the Company in~~ 30

~~the~~According ~~Superior~~to ~~Court~~the ofNRF ~~California~~Foundation, ~~County~~retail ofsales ~~Los~~preliminarily ~~Angeles~~rose ~~(Case No~~5.7 ~~BC420336)~~percent ~~alleging~~in ~~that~~November ~~the Company breached a written lease agreement for computer equipment~~ and ~~seeking~~December ~~damages~~2010 ofto $42462 billion,~~307~~ ~~plus~~surpassing ~~interest~~the atagency’s ainitial ~~rate~~forecast of ~~ten~~3.3 percent ~~(10%) per annum from July 7~~, ~~2008.~~representing ~~The~~the ~~Company~~best ~~has~~sales ~~settled~~gain ~~this~~since ~~claim~~2004.

~~Rustemagic~~Industry-wide v.sales ~~Rosenberg & Platinum Studios. On or about June 30, 2009, Ervin Rustemagic filed suit against the Company and its President, Scott Rosenberg, in the California Superior Court for the County~~ of ~~Los~~entertainment-related ~~Angeles~~toys ~~(Case~~have ~~No.~~risen ~~BC416936)~~38% ~~alleging~~since ~~that the Company (and Mr. Rosenberg) breached an agreement with Mr. Rustemagic thereby causing damages totaling $125~~2004,~~000.~~ ~~According~~while toregular ~~the~~toy ~~Complaint,~~sales ~~Mr.~~fell ~~Rustemagic was to receive 50~~14% ~~of producer fees” paid in connection with the exploitation of certain comics-based properties~~. Rustemagic claims that he became entitled to such fees and was never paid. The Company and Rosenberg deny that Rustemagic is entitled to the gross total amount of money he is seeking. The matter has now been removed to arbitration.

~~Douglass~~Hasbro Emmett v. Platinum Studios. On August 20, 2009, Douglas Emmett 1995, LLC filed an Unlawful Detainer action against the Company with regard to the office space currently occupied by the Company. The suit was filed in the California Superior Court, County of Los Angeles, (Case No. SC104504) and ~~alleged~~rival ~~that~~Mattel ~~the~~control Company had failed to make certain lease payments to the Plaintiff and was, therefore, in default of its lease obligations. The Plaintiff prevailed on its claims at trial and, subsequently, on October 14, 2009 entered into a ~~Forbearance~~combined ~~Agreement with the Company pursuant to which Douglas Emmett agreed to forebear on moving forward with eviction until December 31, 2009, if the Company agreed to pay to Douglas Emmett 50~~35% of ~~three month’s rent, in advance, for~~ the ~~months of October, November and December 2009~~U.S Astoy ofmarket ~~January 1, 2010, the Company was required to pay to Douglas Emmett the sum of $466,752 to become current under the existing lease or face immediate eviction~~ and ~~judgment~~are ~~for that amount. Prior to January 1, 2010, Douglas Emmett agreed to a month-to-month situation where Platinum paid 50% of its rent at~~ the ~~beginning~~only ofmanufacturers ~~the month and the landlord held back on eviction and enforcement of judgment while they evaluated whether they will consider negotiating a new lease~~ with ~~the Company that would potentially demise some of the Company’s current officer space back to the landlord as well as potentially forgive some of the past due rent. The Company moves to~~ a ~~new~~large ~~leasehold~~international ~~effective in June, 2010~~footprint.

33EMPLOYEES

~~With~~We ~~exception to the litigation disclosed above, we are not~~ currently aemploy ~~party~~4 ~~to,~~full-time ~~nor~~employees. isWe ~~any of our property currently the subject of, any additional pending legal proceeding that will~~ have anot ~~material~~experienced ~~adverse effect on our business, nor are~~ any ofwork ~~our~~stoppages ~~directors,~~and ~~officers~~we orconsider ~~affiliates~~relations ~~involved~~with ~~in any proceedings adverse to~~ our ~~business~~employees ~~or which have a material interest adverse~~ to ~~our~~be ~~business~~good.

~~Reports~~Properties

WeOur ~~make~~offices ~~available~~are ~~free~~located ofat ~~charge~~2029 ~~through~~South ~~our~~Westgate ~~website~~Avenue, ~~www.platinumstudios.com~~Los Angeles, ~~our~~California ~~annual report on Form 10-K~~90025, ~~quarterly~~and ~~reports~~consist onof ~~Form~~approximately ~~10-Q~~3,412 ~~current~~square ~~reports~~feet. onWe ~~Form~~entered ~~8-K~~into ~~and~~a ~~amendments~~three toyear ~~those~~lease ~~reports~~for ~~filed~~our oroffices towhich berequires ~~furnished~~payments ~~pursuant~~of to$7,848 ~~Section~~per ~~13(a)~~month offor the ~~Securities~~period ~~Exchange~~from ~~Act~~June of15, ~~1934~~2010 asthrough ~~soon~~June as30, ~~reasonably~~2011, ~~practicable after we electronically file such material with~~$8,083 orper ~~furnish~~month itfor ~~to,~~ the ~~SEC.~~period ~~Any~~from ~~information~~July ~~that~~1, is2011 ~~included~~through onJune or30, ~~linked~~2012, toand ~~our~~$8,326 ~~Internet~~per ~~site~~month isfor ~~not~~the aperiod ~~part~~from ofJuly ~~this~~1, ~~report~~2012 orthrough ~~any~~June ~~registration~~15, ~~statement~~2013. ~~that~~Our ~~incorporates~~lease ~~this~~expires ~~report~~on byJune ~~reference~~15, 2013.

~~You~~Legal may also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Proceedings

~~MANAGEMENT'S~~Rustemagic ~~DISCUSSION~~v. ~~AND~~Rosenberg ~~ANALYSIS~~& OFPlatinum ~~FINANCIAL~~Studios. ~~CONDITION AND~~On ~~RESULTS~~or OFabout ~~OPERATIONS~~June 30, 2009, Ervin Rustemagic filed suit against the Company and its President, Scott Rosenberg, in the California Superior Court for the County of Los Angeles (Case No. BC416936) alleging that the Company (and Mr. Rosenberg) breached an agreement with Mr. Rustemagic thereby causing damages totaling $125,000. The matter was settled through arbitration in April, 2011 with only minimal liability to the Company. Under the settlement agreement, the Company has guaranteed additional payments due by Scott Rosenberg in the amount of $77,000 and that payment by Rosenberg has not been made, leading to additional litigation over the guaranteed amount and a subsequent judgment for the sum in excess of $125,000, with interest, currently due and payable.

~~You~~Harrison ~~should~~Kordestani ~~read~~v. ~~the~~Platinum. ~~following~~Harrison ~~discussion~~Kordestani was a principal of ~~our~~Arclight ~~financial~~Films, ~~condition~~with ~~and~~whom ~~results~~the Company had entered into a film slate agreement. One of ~~operations~~the ~~together~~properties ~~with~~that ~~our~~had ~~financial~~been ~~statements~~subject to the slate agreement was “Dead of Night.” Arclight fired Mr. Kordestani and ~~related~~subsequently ~~notes~~released ~~included~~Dead ~~elsewhere~~of inNight ~~this~~from ~~prospectus~~the slate agreement. ~~This~~In ~~discussion~~late ~~may~~January ~~contain~~2009, ~~forward-looking~~Mr. ~~statements~~Krodestani ~~that~~had ~~involve~~an ~~risks~~attorney ~~and~~contact ~~uncertainties~~the Company as well as its new partners who were on the verge of closing the financing for the “Dead of Night.” ~~Our~~Mr. ~~actual~~Kordestani, ~~results~~through ~~may~~his ~~differ~~counsel, ~~materially~~claimed ~~from~~he ~~those~~was ~~anticipated~~entitled to reimbursement for certain monies invested in ~~these~~the ~~forward-looking~~film ~~statements~~while ~~due~~it had been subject to ~~known~~the ~~and~~Arclight ~~unknown~~slate ~~risks,~~agreement. ~~uncertainties~~Mr. Krodestani’s claim was wholly without merit and ~~other~~an ~~factors,~~attempt ~~including~~to ~~those~~force ~~risks~~an ~~discussed~~unwarranted ~~under~~settlement ~~"Risk~~because ~~Factors"~~he knew we were about to close a deal. We responded immediately through outside counsel and ~~elsewhere~~asserted that he was engaging in extortion and the company would pursue him vigorously if he continued to try and interfere with our deal. The company has not heard anything further from Mr. Kordestani but will vigorously defend any suit that Mr. Kordestani attempts to bring. The Company has not reserved any payable for this ~~prospectus~~proceeding.

~~Forward~~Douglass Emmet v. Platinum Studios On August 20, 2009, Douglas Emmet 1995, LLC filed an Unlawful Detainer action against the Company with regard to the office space previously occupied by the Company. The suit was filed in the California Superior Court, County of Los Angeles, (Case No. SC104504) and alleged that the Company had failed to make certain lease payments to the Plaintiff and was, therefore, in default of its lease obligations. The Plaintiff prevailed on its claims at trial and, subsequently, on October 14, 2009 entered into a Forbearance Agreement with the Company pursuant to which Douglas Emmet agreed to forebear on moving forward with eviction until December 31, 2009, if the Company agreed to pay to Douglas Emmet 50% of three month’s rent, in advance, for the months of October, November and December 2009. As of January 1, 2010, the Company was required to pay to Douglas Emmet the sum of $466,752 to become current under the existing lease or face immediate eviction and judgment for that amount. Prior to January 1, 2010, Douglas Emmet agreed to a month-~~looking~~to-month ~~Statements~~situation where Platinum pays 50% of its rent at the beginning of the month and the landlord holds back on eviction and enforcement of judgment while they evaluated whether they will consider negotiating a new lease with the Company that would potentially demise some of the Company’s current office space back to the landlord as well as potentially forgive some of the past due rent. As of June 30, 2010, the Company has abandoned the leasehold and moved to new offices. In January, 2011, Douglas Emmett served the Company a new lawsuit to recover unpaid rent and damages. The parties are in meaningful discussions for a settlement. The accounts payable of the Company include a balance to Douglass Emmet sufficient to cover the liability, in managements’ assessment.

Some of the information in this prospectus contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they: 31

·Franklin ~~discuss~~v ~~our~~Platinum ~~future~~(and ~~expectations;~~a ·derivative ~~contain~~action, ~~projections~~by ofFranklin, ~~our~~against ~~future~~Scott ~~results~~Rosenberg) ofDuring ~~operations~~mid-September, orJeff Franklin, an independent contractor with the Company, was terminated, and, after settlement discussions as to his termination payments broke down, Franklin initiated arbitration, under his January 2010 written agreement, against Platinum on October 5, 2011. Franklin is seeking approximately $350,000 in cash, 10% of ~~our~~the ~~financial~~Company ~~condition;~~in an equity position, and ·25% ~~state~~of ~~other~~all ~~"forward~~intellectual property rights on certain film projects for the next five years. The Company has countered with a claim for a return of approximately $80,000 that it believes was over-~~looking"~~paid ~~information~~to Franklin against commissions due under the written agreement.

WeOn ~~believe~~a itparallel istrack, ~~important~~Franklin, toclaiming ~~communicate~~the ~~our~~position ~~expectations.~~of ~~However~~lead plaintiff, ~~there~~is ~~may~~asserting ~~be events in~~ the ~~future~~right, ~~that~~on webehalf ~~are~~of ~~not~~the ~~able~~Company to ~~accurately~~sue ~~predict~~Scott orRosenberg ~~over~~for ~~which~~intellectual weproperty ~~have~~transfers nothat ~~control.~~Franklin ~~Our~~believes ~~actual~~are ~~results~~injurious ~~and~~to ~~the~~Platinum ~~timing~~and ofwhich ~~certain~~were ~~events~~conducted ~~could~~in ~~differ~~a ~~materially~~fraudulent ~~from~~and ~~those~~derogatory ~~anticipated~~manner inby ~~these~~both ~~forward-looking~~Scott ~~statements~~Rosenberg asand athe ~~result~~Board of ~~certain~~Directors. ~~factors,~~The ~~including~~parties ~~those~~were ~~set~~served ~~forth~~on ~~under~~October ~~"Risk~~16th ~~Factors," "Business"~~ and ~~elsewhere~~October ~~in this prospectus~~23rd. ~~See "Risk Factors."~~

~~GENERAL~~With exception to the litigation disclosed above, we are not currently a party to, nor is any of our property currently the subject of, any additional pending legal proceeding that will have a material adverse effect on our business, nor are any of our directors, officers or affiliates involved in any proceedings adverse to our business or which have a material interest adverse to our business.

We are a comics-based entertainment company. We own/control the rights to a library of over 5,600 of comic book characters, which we adapt and produce for film, television and all other media. Our library contains characters in a full range of genre and styles. With deals in place with film studios and media players, our management believes we are positioned to become a leader in the creation of new content across all media. Reports

We ~~are~~make ~~focused~~available onfree ~~adding~~of ~~titles~~charge ~~and~~through ~~expanding~~ our ~~library~~website, ~~with~~www.platinumstudios.com, ~~the~~our ~~primary~~annual ~~goal~~report ofon ~~creating~~Form ~~new~~10-K, ~~franchise~~quarterly ~~properties~~reports ~~and~~on ~~characters. In~~Form ~~addition to in~~10-~~house development and further acquisitions~~Q, wecurrent ~~are~~reports ~~developing~~on ~~content~~Form ~~with~~8-K ~~professionals~~and ~~outside~~amendments ~~the~~to ~~realm~~those ofreports ~~comic~~filed ~~books. We~~or ~~have~~to ~~teamed~~be upfurnished ~~with~~pursuant ~~screenwriters,~~to ~~producers,~~Section ~~directors,~~13(a) ~~movie~~of ~~stars,~~the ~~and~~Securities ~~novelists~~Exchange toAct ~~develop~~of ~~entertainment~~1934 ~~content~~as ~~and~~soon ~~potential~~as ~~new~~reasonably ~~franchise~~practicable ~~properties. We~~after ~~believe~~we ~~our~~electronically ~~core~~file ~~brand~~such ~~offers~~material awith, ~~broader~~or ~~range~~furnish ofit ~~storylines~~to, ~~and genres than~~ the ~~traditional superhero-centric genre~~SEC. ~~Management~~ ~~believes~~Any ~~this~~information ~~approach~~that is ~~maintained~~included ~~with~~on ~~Hollywood~~or inlinked ~~mind,~~to asour ~~the~~Internet ~~storylines~~site ~~offer~~is ~~the~~not ~~film~~a ~~industry~~part ~~fresh,~~of ~~high-concept~~this ~~brandable~~report ~~content~~or asany aregistration ~~complimentary~~statement ~~alternative~~that toincorporates ~~traditional~~this ~~super~~report ~~hero~~by ~~storylines~~reference.

34You may also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

~~Over~~MANAGEMENT'S ~~the~~DISCUSSION ~~next~~AND ~~several~~ANALYSIS ~~years,~~OF weFINANCIAL are working to become the leading independent comic book commercialization producer for the entertainment industry across all platforms including film, television, direct-to-home, publishing, and digital media, creating merchandising vehicles through all retail product lines. Our management believes this will allow us to maximize the potential and value of our owned content creator relationships and acquisitions, story development and character/franchise brand-building capabilities while keeping required capital investment relatively low. CONDITION

WeAND ~~derive~~RESULTS ~~revenues~~OF ~~from a number of sources in each of the following areas: Print Publishing, Digital Publishing, Filmed Entertainment, and Merchandise/Licensing.~~ OPERATIONS

~~Set~~You ~~forth~~should ~~below~~read isthe afollowing discussion of ~~the~~our financial condition and results of operations oftogether ~~Platinum~~with ~~Studios,~~our ~~Inc.~~financial ~~(the~~statements ~~“Company”,~~and ~~“we”,~~related ~~“us,”~~notes ~~and~~included ~~“our”)~~elsewhere ~~for~~in ~~the~~this ~~twelve~~prospectus. ~~months~~This ~~ended~~discussion ~~December~~may ~~31,~~contain ~~2009~~forward-looking statements that involve risks and ~~2008~~uncertainties. ~~The~~ ~~following~~Our ~~discussion~~actual ~~should~~results bemay ~~read~~differ inmaterially ~~conjunction~~from ~~with~~those ~~the~~anticipated ~~information~~in ~~set~~these ~~forth~~forward-looking instatements ~~the~~due ~~consolidated~~to ~~financial~~known ~~statements~~and unknown risks, uncertainties and ~~the~~other ~~related~~factors, ~~notes~~including ~~thereto~~those ~~appearing~~risks discussed under "Risk Factors" and elsewhere in this ~~report~~prospectus.

~~RESULTS~~Forward-looking ~~OF OPERATIONS~~Statements

~~YEAR~~Some ~~ENDED~~of ~~DECEMBER~~the ~~31,~~information ~~2009~~in ~~COMPARED~~this TOprospectus ~~THE~~contains ~~YEAR~~forward-looking ~~ENDED~~statements ~~DECEMBER~~that 31involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may," ~~2008~~"expect," "anticipate," "believe," "estimate" and "continue," or similar words. You should read statements that contain these words carefully because they:

~~NET~~· ~~REVENUE~~discuss our future expectations;

~~Net~~· ~~revenue~~contain ~~for~~projections ~~the year ended December 31, 2009 was $292,940 compared to $822,488 for the year ended December 31, 2008. Currently the Company derives most~~ of ~~its~~our ~~revenue~~future ~~from~~results ~~options to purchase rights, the purchase~~ of ~~rights~~operations toor ~~properties and first look deals. This type~~ of ~~revenue~~our ~~can~~financial ~~vary~~condition; ~~significantly between quarters~~ and years. In previous years, the Company also derived revenues from comic book publishing. The decrease in revenues from 2008 to 2009 of approximately $530,000 was related to a decrease in rights and option fees for filmed entertainment of $120,000, a decrease in merchandising licensing revenues of $276,000, a decrease in comic book publishing revenues of $85,000 and a decrease in miscellaneous revenues of $49,000.

~~EXPENSES~~· state other "forward-looking" information.

~~Cost of revenues~~ 32

~~For~~We ~~the~~believe ~~year~~it ~~ended~~is ~~December~~important ~~31,~~to ~~2009~~communicate our expectations. However, ~~cost~~there ofmay ~~revenues~~be ~~was~~events ~~$73,390~~in ~~compared~~the future that we are not able to ~~$198,864~~accurately ~~for~~predict ~~the~~or ~~year~~over ~~ended~~which ~~December~~we ~~31,~~have ~~2008~~no control. ~~The~~Our ~~decrease~~actual isresults ~~primarily~~and ~~due~~the totiming ~~the~~of ~~elimination~~certain events could differ materially from those anticipated in these forward-looking statements as a result of ~~printed~~certain ~~comic~~factors, ~~books~~including ~~due~~those toset ~~cash~~forth ~~conservation~~under ~~initiatives~~"Risk Factors," "Business" and elsewhere in this prospectus. See "Risk Factors."

~~Operating expenses~~ GENERAL

~~Operating~~We ~~expenses~~are ~~decreased~~a ~~$2,879,169~~comics-based orentertainment ~~approximately~~company. We ~~59%~~own ~~for~~or control the ~~year~~rights ~~ended~~to ~~December~~a ~~31,~~library ~~2009~~of toover $15,~~929,151,~~000 asof ~~compared~~comic tobook $4characters,~~808,320~~ ~~for~~which ~~the~~we ~~year~~adapt ~~ended~~and ~~December~~produce 31for film, ~~2008.~~television ~~The~~and ~~decrease~~all ~~was~~other ~~due~~media. toOur ~~reductions~~library incontains ~~advertising~~characters ~~costs,~~in ~~payroll~~a ~~and~~full ~~contractor~~range ~~costs~~of asgenre ~~the~~and ~~Company~~styles. With ~~has~~deals ~~worked~~in toplace ~~streamline~~with ~~its~~film ~~business~~studios ~~model~~and tomedia ~~conserve~~players, ~~cash~~our ~~while~~management ~~making~~believes ~~the~~we ~~necessary~~are ~~expenditures~~positioned to ~~ensure~~become a leader in the ~~growth~~creation of ~~the~~new ~~company.~~content across all media.

~~Research~~We are focused on adding titles and expanding our library with the primary goal of creating new franchise properties and characters. In addition to in-house development and further acquisitions, we are developing content with professionals outside the realm of comic books. We have teamed up with screenwriters, producers, directors, movie stars, and novelists to develop entertainment content and potential new franchise properties. We believe our core brand offers a broader range of storylines and genres than the traditional superhero-centric genre. Management believes this approach is maintained with Hollywood in mind, as the storylines offer the film industry fresh, high-concept brandable content as a complimentary alternative to traditional super hero storylines.

~~Research~~Over ~~and~~the ~~development~~next ~~costs~~several ~~decreased $329~~years,~~362~~ orwe ~~63%~~are working to become the leading independent comic book commercialization producer for the ~~year~~entertainment ~~ended~~industry ~~December~~across ~~31,~~all ~~2009~~platforms toincluding ~~$196~~film,~~688~~ television, asdirect-to-home, ~~compared~~publishing, toand ~~$526~~digital media,~~050~~ ~~for~~creating ~~the~~merchandising ~~year~~vehicles ~~ended~~through ~~December~~all ~~31,~~retail ~~2008~~product lines. Our ~~The~~management ~~decrease~~believes ~~was~~this ~~primarily~~will ~~due~~allow us to ~~decreased~~maximize ~~artwork~~the ~~expense~~potential and ~~consulting~~value ~~fees.~~of our owned content creator relationships and acquisitions, story development and character/franchise brand-building capabilities while keeping required capital investment relatively low.

~~Impairment~~We derive revenues from a number of ~~intangibles~~sources in each of the following areas: Print Publishing, Digital Publishing, Filmed Entertainment, and Merchandise/Licensing.

~~For~~Set ~~the~~forth ~~year~~below ~~ended~~is ~~December~~a ~~31,~~discussion ~~2009, impairment~~ of ~~intangibles~~the ~~was~~financial $0condition asand ~~compared~~results toof ~~$2,499,380~~operations ~~for~~of ~~the~~Platinum ~~year ended December 31~~Studios, ~~2008~~Inc. ~~This~~ ~~decrease was due wholly to~~ (the ~~impairment~~“Company”, ~~taken~~“we”, ~~against~~“us,” ~~the~~and ~~goodwill~~“our”) for the ~~WOWIO~~twelve ~~asset~~months ~~during~~ended ~~2008. With~~December ~~the~~31, ~~reduction~~2010 ~~in online advertising~~ and a2009. The ~~negative~~following ~~EBITDA~~discussion ~~for~~should ~~the~~be ~~entity~~read onin ~~its~~conjunction ~~own,~~with the ~~Company~~information ~~took~~set ~~the~~forth ~~most~~in ~~conservative approach to~~ the ~~impairment~~consolidated ~~issue~~financial bystatements ~~reducing~~and the ~~amount~~related ofnotes ~~goodwill,~~thereto ~~effectively~~appearing ~~reducing~~elsewhere ~~the~~in ~~value~~this ~~of the asset to zero~~report.

35RESULTS OF CONSOLIDATED OPERATIONS

~~Stock~~YEAR ~~option~~ENDED ~~expense~~DECEMBER 31, 2010 COMPARED TO THE YEAR ENDED DECEMBER 31, 2009

~~Stock~~NET option expense was $85,766 for the year ended December 31, 2009 as compared to $3,387,796 for the year ended December 31, 2008. This decrease was due to the issuance of stock to employees from the stock option plan in the first quarter of 2008. The majority of the options vested at the time of the grant, resulting in a significant non-cash expense during 2008. The expense for 2009 was related to current year vesting on the options issued during 2008. The Company does not expect to incur significant stock option expense in future years.REVENUE

~~Depreciation~~Net revenue for the year ended December 31, 2010 was $2,273,241 compared to $292,940 for the year ended December 31, 2009. Currently the Company derives most of its revenue from options to purchase rights and ~~amortization~~the purchase of rights to properties. This type of revenue can vary significantly between quarters and years. The increase in revenues from 2009 to 2010 of approximately $2,000,000 was related to rights fees collected on Cowboys and Aliens upon start of principal photography on the feature film.

For the year ended December 31, 2009 depreciation and amortization was $153,368 compared to $176,175 for the year ended December 31, 2008. The decrease is related fixed assets becoming fully depreciated during the year.EXPENSES

~~Gain~~Cost ~~on settlement~~ of ~~debt~~revenues

~~The~~For ~~Company~~the ~~recorded~~year aended ~~gain~~December on31, ~~settlement~~2010, cost of ~~debt~~revenues ofwas $~~453~~558,~~451~~122 compared to $73,390 for the ~~twelve~~year ~~months~~ ended December 31, 2009. ~~This~~ ~~net~~The ~~gain~~increase ~~was~~is primarily due to ~~the~~participation ~~final~~fees ~~payment~~on toCowboys ~~the~~and ~~Wowio~~Aliens ~~former~~to ~~partners~~a ~~through~~related ~~the~~party, ~~issuance~~RIP ~~of common stock~~Media, ~~partially offset by losses incurred in the settlement of accounts payable and notes payable through the issuance of common stock~~Inc.

~~Loss on derivative liability~~33

~~The~~Operating Company recorded a loss on derivative liability of $267,000 for the twelve months ended December 31, 2009. The derivative liability, recorded in connection with new debts payable to the Company’s CEO during 2009, is re-valued at each reporting date with changes in value being recognized as part of current earnings.expenses

~~Interest~~Operating ~~expense~~expenses increased $884,772 or approximately 41% for the year ended December 31, 2010 to $3,053,057, as compared to $2,168,285 for the year ended December 31, 2009. The increases were related to higher commission expenses of $186,000 related to foreign licensing on “Dead of Night,” increased legal fees of $100,000 related to Company financing issues and note extensions, increased foreign withholding taxes of $53,000 related to foreign licensing on “Dead of Night,” increased consulting fees of $387,000 as the Company turned to flexible consulting arrangements to manage key executive functions and $75,000 in a write down of a prepaid option.

~~For~~Stock option expense was $246,625 for the year ended December 31, ~~2009~~2010 ~~interest~~as ~~expense was $1,373,755~~ compared to $~~403~~85,~~009~~766 for the year ended December 31, ~~2008~~2009. This ~~The~~ increase iswas primarily ~~related~~due to ~~amortization~~the issuance of ~~debt~~new ~~discount~~fully ~~recorded~~vested asstock ~~interest~~options ~~expense~~to inlong ~~connection~~time ~~with~~employees ~~new~~and ~~debts~~pursuant ~~payable~~ to ~~the~~a ~~Company’s~~separation ~~CEO~~agreement ~~during~~with ~~2009~~a previous executive of the company.

AsFor athe ~~result~~year ofended ~~the~~December ~~foregoing~~31, ~~the~~2010 ~~net~~depreciation ~~loss~~and ~~decreased~~amortization bywas $792,~~859~~736 compared to $153,~~661~~368 for the year ended December 31, 2009~~, to $3,384,822, as compared to $11,244,483 for 2008~~. ~~Approximately~~ ~~$5,801,000~~The ~~of the~~ decrease ~~was~~is ~~attributable~~related to ~~decrease~~fixed ~~in losses taken on intangible~~ assets ~~and~~becoming ~~stock~~fully ~~option~~depreciated ~~issuances. Operating~~during ~~expense~~the ~~and~~year ~~research~~ and ~~development expense contributed to~~ the ~~decrease~~sale inand ~~net~~abandonment ~~loss~~of byassets ~~approximately~~when ~~$3,208,000. These~~the ~~decreases~~Company ~~were~~moved ~~offset~~its byoffice ~~increases in interest and loss on derivative liability of approximately $1,237,000~~location.

~~LIQUIDITY~~Development ~~AND CAPITAL RESOURCES~~ costs

~~Net~~Development ~~cash~~costs ~~used~~increased in$112,304 ~~operations~~or ~~during~~57% for the ~~twelve~~year ~~months~~ ended December 31, ~~2009~~2010 ~~was~~to $~~971~~308,~~048~~992, as compared to $196,688 for the year ended December 31, 2009. The increase was primarily due to ~~the~~additional ~~net~~staff ~~loss~~added ofto the ~~company.~~development department and increased salaries to current staff.

~~Net~~Impairment ~~cash used by investing activities was $13,998,455 for the year ended December 31, 2009, primarily related to the Dead~~ of investment ~~Night~~in ~~production~~film ~~costs.~~ library

~~Net~~For ~~cash~~the ~~provided~~year byended ~~financing~~December ~~activities~~31, 2010, impairment of investment in film library was $153,~~079~~200,~~547~~000 as compared to $0 for the year ended December 31, 2009. The impairment for the year ended December 31, ~~primarily~~2010 was related to a write down in the ~~financing~~value ~~for~~of the film library costs of the film Dead of Night ~~production.~~based on an assessment of the ultimate revenue projection of the film in the library.

AtGain December 31, 2009 the Company had cash balances of $152,067 and a restricted cash balance of $127,890. Restricted cash will be used in the production of the film Dead of Night. The Company will issue additional equity and may consider debt financing to fund future growth opportunities and support operations. Although the Company believes its unique intellectual content offers the opportunity for significantly improved operating results in future quarters, no assurance can be given that the Company will operate on adisposition ~~profitable basis in 2010, or ever, as such performance is subject to numerous variables and uncertainties, many~~ of ~~which are out of the Company’s control.~~assets

WeGain ~~have reduced our overhead expenses and are negotiating with creditors to reduce or eliminate our current debt load. We have focused our efforts~~ on ~~business~~disposition ~~development~~of ~~and~~assets ~~sales~~was $295,220 ~~thus creating greater opportunity~~ for ~~revenues~~the ~~from~~twelve ~~new~~months ~~film/television~~ended ~~projects. We~~December ~~believe~~31, ~~that~~2010 ~~revenues~~as ~~this~~compared ~~year will be close~~ to $~~2.5~~259 ~~Million, a majority of which will come from the acquisition fee we expect to receive from Dreamworks Studio~~ for the ~~start~~twelve ofmonths ~~production~~ended ofDecember ~~the~~31, ~~Cowboys & Aliens film project~~2009. We ~~are~~The ~~actively~~gain ~~taking control of many of the merchandising elements~~ for ~~this project, securing greater financial return for~~ the ~~company. We~~twelve ~~are~~months ~~also~~ended ~~seeking~~December ~~a smaller office space to accommodate a smaller staff~~31, ~~thus~~2010 ~~lowering~~was ~~our~~primarily ~~rent~~related ~~obligation. Mr. Rosenberg has been willing~~ to ~~defer~~receipt ~~interest~~of ~~payments~~funds ~~when~~for ~~there~~the issale ~~little~~of tothe noCompany’s ~~cash flow to support them and will continue to do so until our cash situation stabilizes~~Drunkduck. ~~All~~com ~~other~~website ~~material obligations might be reduced or eliminated with access~~ to ~~these~~a ~~sources~~related ~~of capital~~party.

36Gain on settlement of debt

~~MARKET~~The ~~RISKS~~Company recorded a gain on settlement of debt of $26,870 for the twelve months ended December 31, 2010 as compared to $453,451 for the twelve months ended December 31, 2009. The net gain for the twelve months ended December 31, 2010 was a combination primarily of gains on the settlement of leases in default for $131,000 offset by losses on settlement of payables and payment of services thru the issuance of stock at a discount to market price at a loss of $104,000. The net gain for the twelve months ended December 31, 2009 was primarily due to the final payment to the Wowio former partners through the issuance of common stock, partially offset by losses incurred in the settlement of accounts payable and notes payable through the issuance of common stock.

WeGain conduct our operations in primary functional currencies: the United States dollar, the British pound and the Australian dollar. Historically, neither fluctuations in foreign exchange rates nor changes in foreign economic conditions have had a significant impact on ~~our~~derivative financial condition or results of operations. We currently do not hedge any of our foreign currency exposures and are therefore subject to the risk of exchange rate fluctuations. We invoice our international customers primarily in U.S. dollars, except in the United Kingdom and Australia, where we invoice our customers primarily in British pounds and Australian dollars, respectively. In the future we anticipate billing certain European customers in Euros, though we have not done so to date. liability

WeThe ~~are~~Company ~~exposed~~recorded toa ~~foreign~~gain ~~exchange~~on ~~rate~~valuation ~~fluctuations~~of asderivative ~~the~~liability ~~financial results~~ of ~~foreign~~$429,391 ~~subsidiaries~~for ~~are~~the ~~translated~~twelve ~~into~~months ~~U.S.~~ended ~~dollars~~December in31, ~~consolidation~~2010. ~~and~~The asderivative ~~our~~liability, ~~foreign~~recorded ~~currency~~in ~~consumer~~connection ~~receipts~~with ~~are~~secured ~~converted~~debts ~~into~~payable ~~U.S. dollars. Our exposure~~ to ~~foreign~~the ~~exchange~~Company’s ~~rate~~Chairman ~~fluctuations also arises from payables~~ and ~~receivables to and from our foreign subsidiaries~~CEO, ~~vendors~~is ~~and~~re-valued ~~customers.~~at ~~Foreign~~each ~~exchange~~reporting ~~rate~~date ~~fluctuations~~with ~~did~~changes ~~not have a material impact on our financial results~~ in ~~the~~value ~~years~~being ~~ended~~recognized ~~December~~as ~~31,~~part ~~2008~~of ~~and~~current ~~2007~~earnings.

~~Financial~~Cost ~~instruments which potentially subject us to concentrations~~ of ~~credit~~private risk consist principally of cash and cash equivalents and trade accounts receivable. We place our cash and cash equivalents with high credit quality institutions to limit credit exposure. We believe no significant concentration of credit risk exists with respect to these investments. placement

~~Concentrations~~The cost of ~~credit~~private ~~risk~~placement ~~with~~expense ~~respect~~for the twelve months ended December 31, 2010 of $3,276,301 is related to ~~trade~~the ~~accounts~~extensions ~~receivable~~of ~~are~~the ~~limited~~secured debt held by the Company’s Chairman and CEO, Scott Rosenberg. In October of 2010, the debts that were originally due in May and June of 2010 were extended thru May and June of 2011. As part of the consideration for the extensions, new warrants were issued to Scott Rosenberg. The cost of financing is the ~~wide~~value ~~variety~~of the conversion feature of ~~customers~~the ~~who~~debt ~~are~~and ~~dispersed~~the ~~across~~value ~~many~~of ~~geographic~~the ~~regions~~new warrants less the debt discount recorded. The value of the conversion feature and new warrants was $6,992,359, less the debt discount of $3,750,000. The cost of private placement also includes $33,942 related to a retroactive increase in the interest rate on the notes from 8% to 10%.

~~GOING CONCERN~~ 34

~~The~~Interest accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses which have resulted in an accumulated deficit of $24,094,900 as of December 31, 2009. The Company plans to seek additional financing in order to execute its business plan, but there is no assurance the Company will be able to obtain such financing on terms favorable to the Company or at all. These items raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects related to recovery and classification of assets, or the amounts and classifications of liabilities that might result from the outcome of this uncertainty. expense

~~OFF-BALANCE~~For ~~SHEET~~the ~~ARRANGEMENTS~~year ended December 31, 2010 interest expense was $2,636,714 compared to $1,373,755 for the year ended December 31, 2009. The increase is primarily related to an increase in the amortization of debt discount recorded as interest expense in connection with secured debts payable to the Company’s CEO.

WeAs doa ~~not~~result ~~have~~of ~~any~~the ~~off~~foregoing, ~~balance~~the ~~sheet~~net ~~arrangements~~loss ~~that~~increased ~~are~~by ~~reasonably~~$6,554,701 ~~likely~~for tothe ~~have~~year aended ~~current~~December or31, ~~future~~2010, ~~effect~~to on$9,939,523, ~~our~~as ~~financial~~compared ~~condition~~to $3,384,822 ~~revenues~~for the year ended December 31, ~~results~~2009. Approximately $7,900,000 of ~~operations~~the increase was attributable to increase in losses taken on intangible assets, ~~liquidity~~stock oroption ~~capital~~issuances, ~~expenditures~~increase in interest expense and cost of private placement. Operating expense and research and development expense contributed to the increase in net loss by approximately $896,000. These expense increases were offset by increases in gain on disposition of assets and valuation of derivative liabilities of approximately $991,000.

~~CRITICAL~~RESULTS ~~ACCOUNTING~~OF ~~POLICIES~~CONSOLIDATED ~~AND~~OPERATIONS ~~ESTIMATES~~–SIX MONTHS ENDED JUNE 30, 2011 COMPARED TO SIX MONTHS ENDED JUNE 30, 2010

~~Recently~~NET issued accounting pronouncements – In June 2009, the FASB issued guidance under Accounting Standards Codification (“ASC”) Topic 105, “Generally Accepted Accounting Principles” (SFAS No. 168, The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles). This guidance establishes the FASB ASC as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of the federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 and the ASC are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the ASC has become non-authoritative. Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FSP’s, or EITF Abstracts. Instead, the FASB will issue Accounting Standards Updates, which will serve only to update the ASC, provide background information about the guidance, and provide the basis for conclusions on the change(s) in the ASC. We adopted ASC 105 effective for our financial statements issued as of September 30, 2009. The adoption of this guidance did not have an impact on our financial statements but will alter the references to accounting literature within the consolidated financial statements.REVENUE

37Net revenue for the six months ended June 30, 2011 was $5,525,481, as compared to $2,098,048 for the six months ended June 30, 2010. Currently the Company derives most of its revenue from film licensing, options to purchase rights, the purchase of rights to properties and first look deals. This type of revenue can vary significantly between quarters and years. The revenues for the six months ended June 30, 2011 were primarily related to film licensing revenue from the release of Dead of Night.

~~REVENUE~~The ~~RECOGNITION~~net revenue for the six months ended June 30, 2010 was primarily related to purchase rights revenue from Cowboys and Aliens as principal photography initiated on the film.

~~Revenue~~Cost ~~from the licensing~~ of characters and storylines (“the properties”) owned by the Company are recognized when the earnings process is complete. This is considered to have occurred when persuasive evidence of an agreement between the customer and the Company exists, when the properties are made available to the licensee and the Company has satisfied its obligations under the agreement, when the fee is fixed or determinable and when collection is reasonably assured. The Company derives its licensing revenue primarily from options to purchase rights, the purchase of rights to properties and first look deals. For options that contain non-refundable minimum payment obligations, revenue is recognized ratably over the option period, provided all the criteria for revenue recognition have been met. Revenue received under first look deals is recognized ratably over the first look period, which varies by contract provided all the criteria for revenue recognition have been met. For licenses requiring material continuing involvement or performance based obligations, by the Company, the revenue is recognized as and when such obligations are fulfilled. The Company records as deferred revenue any licensing fees collected in advance of obligations being fulfilled or if a licensee is not sufficiently creditworthy, the Company will record deferred revenue until payments are received. License agreements typically include reversion rights which allow the Company to repurchase property rights which have not been used by the studio (the buyer) in production within a specified period of time as defined in the purchase agreement. The cost to repurchase the rights is generally based on the costs incurred by the studio to further develop the characters and story lines. revenues

~~CHARACTER~~For ~~DEVELOPMENT~~the ~~COSTS~~six months ended June 30, 2011, costs of revenue were $5,474,958, compared to $479,582 for the six months ended June 30, 2010. The costs for the six months ended June 30, 2011 were primarily related to amortization related to the licensing revenue for the film Dead of Night. The costs for the six months ended June 30, 2010 were primarily related to participation fees on Cowboys and Aliens to a related party, RIP Media, Inc.

~~Character~~Operating development costs consist primarily of costs to acquire properties from the creator, development of the property using internal or independent writers and artists, and the registration of a property for a trademark or copyright. These costs are capitalized in the year incurred if the Company has executed a contract or is negotiating a revenue generating opportunity for the property. If the property derives a revenue stream that is estimable, the capitalized costs associated with the property are expensed as revenue is recognized. If the Company determines there is no determinable market for a property, it is deemed impaired and is written off. expenses

~~PURCHASED~~Operating ~~INTANGIBLE~~expenses ~~ASSETS~~decreased ~~AND~~$334,286 ~~LONG-LIVED~~or ~~ASSETS~~21% for the six months ended June 30, 2011 to $1,266,945 as compared to $1,601,231 for the six months ended June 30, 2010. These decreases were related to a decrease in rent of $135,000 as the company moved to smaller office space in June of 2010, a decrease in legal fees of $210,000, a decrease in depreciation and amortization of $61,000, a decrease in stock option expense of $109,000 and a decrease in other operating costs of $80,000. These decreases were offset by increases of $113,000 in consulting fees and $131,000 in directors’ compensation.

~~Intangible~~Development ~~assets are capitalized at acquisition~~ costs and intangible assets with definite lives are amortized on the straight-line basis. The Company periodically reviews the carrying amounts of intangible assets and property. Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, the impairment charge to be recognized is measured by the excess of the carrying amount over the fair value of the asset.

~~ADVERTISING~~Development ~~COSTS~~costs increased $181,065 or 130% for the six months ended June 30, 2011 to $320,007 as compared to $138,942 for the six months ended June 30, 2010. These increases were primarily due to expenditures for outside artwork and writing fees required to develop the Company’s comic book characters and costs related to an animated comic book series.

~~Advertising~~Gain ~~costs~~(loss) ~~are~~on ~~expensed~~settlement ~~the later~~ of ~~when incurred or when the advertisement is first run. For the years ended December 31, 2009 and 2008, advertising expenses were $0 and $48,080, respectively.~~debt

~~RESEARCH~~The ~~AND~~company ~~DEVELOPMENT~~recorded a loss on settlement of debt for the six months ended June 30, 2011 of $(166,569), respectively, as compared to a gain on settlement of debt of $82,457 for the six months ended June 30, 2010. The losses for the six months ended June 30, 2011 were primarily related to settlement of notes and accounts payable by issuance of the Company’s common stock at a discount to the value of the payable. The gain for the six months ended June 30, 2010 was primarily related to the settlement of leases in default at a discount to amount remaining on the lease.

Research and development costs, primarily character development costs and design not associated with an identifiable revenue opportunity, are charged to operations as incurred. For the years ended December 31, 2009 and 2008, research and development expenses were $196,688 and $526,050, respectively. 35

~~INCOME~~Loss ~~TAXES~~on derivative liability

AtThe ~~December 31, 2009, the~~ Company ~~had~~recorded ~~net~~a loss ~~carry~~on ~~forwards~~derivative ~~available~~liability ~~to offset future taxable income, if any,~~ of ~~approximately~~ $102,~~800~~997,~~000,~~730 ~~which~~for ~~will~~the ~~begin~~six tomonths ~~expire~~ended inJune ~~2019~~30, 2011, respectively. The ~~utilization~~derivative ofliability, ~~the~~recorded ~~net~~in ~~operating~~connection ~~loss~~with ~~carryforwards~~debts ispayable ~~dependent~~to onthe ~~tax~~Company’s ~~laws~~CEO, inis ~~effect~~re-valued at ~~the~~each ~~time~~reporting ~~the~~date ~~net~~with ~~operating~~changes ~~loss~~in ~~carryforwards~~value ~~can~~being berecognized ~~utilized. The Tax Reform Act of 1986 significantly limits the annual amount that can be utilized for certain of these carry forwards~~ as apart ~~result~~ of ~~the~~current ~~change in ownership~~earnings.

38Interest expense

~~Deferred~~For ~~taxes~~the ~~are~~six ~~provided~~months onended aJune ~~liability~~30, ~~method~~2011, ~~whereby~~interest ~~deferred~~expense ~~tax~~was ~~assets~~$2,837,835, ~~are~~as ~~recognized~~compared ~~for~~to ~~deductible~~$958,165 ~~temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized~~ for ~~taxable temporary differences. Temporary differences are~~ the ~~differences~~six ~~between~~months ~~the~~ended ~~reported~~June ~~amounts~~30, ~~of assets and liabilities and their tax basis~~2010. ~~Deferred~~The ~~tax~~increase ~~assets are reduced by a valuation allowance when, in the opinion of management, it~~ is ~~more~~primarily ~~likely~~related ~~than~~to ~~not~~amortization ~~that some portion or all~~ of ~~the~~debt ~~deferred~~discount ~~tax~~recorded ~~assets~~as ~~will~~interest ~~not~~expense ~~be realized. Deferred tax assets and liabilities are adjusted for the effects of changes~~ in ~~the~~connection ~~tax~~with ~~laws~~debts ~~and~~payable ~~rates~~to on the ~~date~~Company’s ~~of enactment~~CEO.

~~The~~As ~~Company~~a ~~recognizes~~result ~~tax~~of ~~benefits from uncertain positions if it is "more likely than not" that~~ the ~~position is sustainable~~foregoing, ~~based~~the ~~upon~~net ~~its~~loss ~~technical~~increased ~~merits.~~by ~~The~~$5,965,168 ~~initial~~for ~~measurement of~~ the ~~tax~~six ~~benefit~~months isended ~~the~~June ~~largest~~30, ~~amount~~2011 ofto ~~tax~~$7,538,563 ~~benefit~~as ~~that~~compared isto ~~greater~~the ~~than~~same 50period ~~percent~~in ~~likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information~~2010.

~~The~~LIQUIDITY ~~Company,~~AND asCAPITAL a matter of policy, would record any interest and penalties associated with uncertain tax positions as a component of income tax expense in its statement of operations. There are no penalties accrued as of December 31, 2009, as the Company has significant net operating loss carry forwards, even if certain of the Company’s tax positions were disallowed, it is not foreseen that the Company would have to pay any taxes in the near future. Consequently, the Company does not calculate the impact of interest or penalties on amounts that might be disallowed.RESOURCES

~~DERIVATIVE~~CASH ~~INSTRUMENTS~~FLOW FOR THE YEAR ENDED DECEMBER 31, 2010.

~~Platinum~~Net ~~Studios~~cash ~~entered~~flow ~~into~~provided aby ~~Credit~~operations ~~Agreement~~during onthe ~~May~~twelve 6months ended December 31, ~~2009~~2010 was $910,108 ~~with~~as ~~Scott~~compared ~~Rosenberg~~to innet ~~connection~~cash ~~with~~flow ~~the~~used ~~issuance~~in operations of ~~two~~$14,966,547 ~~secured~~for ~~promissory~~the ~~notes~~twelve ~~and~~months anended ~~unsecured~~December ~~promissory~~31, ~~note~~2009. The ~~Two~~increase ~~warrants~~in ~~were~~cash ~~issued~~flows from operations for the twelve months ended December 31, 2010 as compared to ~~Scott~~the ~~Rosenberg~~twelve months ended December 31, 2009 was primarily due an increase in ~~connection~~impairment ~~with~~expense of $3,200,000, an increase in amortization of debt discount of $1,087,290, an increase in the ~~issuance~~cost of ~~various~~financing ~~promissory~~of ~~notes~~$3,276,301, asan increase in gain on valuation of ~~May~~derivative 6liability of $696,391, ~~2009~~a decrease in investment in film library of $12,838,427, a decrease in prepaid expense and ~~June~~other 3current assets of $822,852, ~~2009~~an increase in deferred revenue of $1,457,215 and an increase in net loss of $6,554,701.

ANet ~~description~~cash flows provided by investing related to receipts from the sale of the ~~notes~~Company’s isdrunkduck.com aswebsite ~~follows:~~to a related party.

~~May~~Net 6,cash ~~2009~~used ~~Secured~~in ~~Debt~~financing -activities ~~The~~was ~~May 6~~$1,307,700 ~~2009~~for ~~Secured~~the ~~Debt~~twelve ~~has~~months anended ~~aggregate~~December ~~principal amount of $2~~31,~~400,000,~~ ~~and~~2010 isas ~~convertible~~compared ~~into~~to ~~shares~~net ofcash ~~the~~flow ~~Company’s~~provided ~~common~~by ~~stock~~financing atactivities aof ~~conversion~~$15,079,547 ~~price~~for ofthe ~~$0.048.~~twelve ~~The~~months ~~May~~ended 6December 31, 2009. ~~Secured~~The ~~Debt~~reduction ~~bears~~in ~~interest~~cash atprovided ~~the~~by ~~rate~~financing ofactivities ~~eight~~is ~~percent~~primarily ~~per~~attributed ~~annum.~~to ~~Upon~~less ~~the~~financing ~~occurrence~~required offor anthe ~~event~~production of ~~default,~~ the ~~May~~film 6,“Dead ~~2009~~of ~~Secured~~Night” ~~Debt~~for ~~bears interest at~~ the ~~rate~~twelve ofmonths ~~ten~~ended ~~percent~~December ~~per~~31, ~~annum.~~2010 ~~Interest~~of is$1,073,854 ~~payable~~as ~~upon~~compared ~~the~~to ~~expiration~~$14,390,341 offor the ~~notes~~twelve onmonths ~~May~~ended 6December 31, ~~2010~~2009. The ~~original~~Company ~~principal~~was ~~amount~~also able to make payments of $23,~~400~~042,~~000~~173 ison tonon-related beparty ~~repaid~~loans ~~upon~~for the ~~expiration~~twelve ofmonths ~~the~~ended ~~notes~~December ~~on May 6~~31, 2010. ~~The~~as ~~Company~~compared ~~may~~to ~~prepay~~$142,843 for the ~~notes~~twelve atmonths ~~any~~ended ~~time.~~December ~~The May 6~~31, 2009, ~~Secured~~primarily ~~Debt~~related ~~has~~to ~~the~~payments ~~following~~made ~~features~~on ~~that~~the ~~can~~production beloan ~~considered~~for to“Dead beof ~~embedded~~Night” ~~derivatives:~~to ~~(i)~~Standard ~~the~~Chartered ~~conversion~~Bank ~~feature~~from notice of ~~the~~delivery ~~notes,~~milestone ~~(ii)~~payments areceived ~~holder’s~~for ~~right~~foreign tolicensing ~~force~~agreements. This awas ~~redemption~~offset ofby ~~the~~a ~~Notes~~reduction ~~upon~~in anpayments ~~event~~to ofrelated ~~default~~parties, ~~and,~~primarily ~~(iii)~~Scott Rosenberg, the ~~increased~~Company’s ~~interest~~CEO, ~~rate upon an event~~ of ~~default.~~$90,562 Infor ~~connection~~the ~~with~~twelve ~~this~~months ~~debt~~ended ~~the~~December ~~Company~~31, ~~also~~2010 ~~issued~~as ~~warrants~~compared to ~~purchase 25~~$1,~~000~~353,~~000~~160 ~~shares~~for of the ~~Company’s~~twelve ~~common~~months ~~stock~~ended ~~for~~December ~~$0.048~~31, ~~per share~~2009.

~~June~~CASH 3,FLOW ~~2009~~FOR ~~Secured~~THE ~~Debt~~SIX -MONTHS ~~The~~ENDED ~~June~~JUNE 330, 2009 Secured Debt has an aggregate principal amount of $1,350,000, and is convertible into shares of the Company’s common stock at a conversion price of $0.038. The June 3, 2009 Secured Debt bears interest at the rate of eight percent per annum. Upon the occurrence of an event of default, the June 3, 2009 Secured Debt bears interest at the rate of ten percent per annum. Interest is payable upon the expiration of the notes on June 3, 2010. The original principal amount of $1,350,000 is to be repaid upon the expiration of the notes on June 3, 2010. The Company may prepay the notes at any time. The June 3, 2009 Secured Debt has the following features that can be considered to be embedded derivatives: (i) the conversion feature of the notes, (ii) a holder’s right to force a redemption of the Notes upon an event of default, and, (iii) the increased interest rate upon an event of default. In connection with this debt the Company also issued warrants to purchase 14,062,500 shares of the Company’s common stock for $0.038 per share.2011

~~June~~Net 3,cash ~~2009~~flow ~~Unsecured~~provided ~~Debt~~by -operations ~~The~~during ~~June~~the 3,six ~~2009~~months ~~Unsecured~~ended ~~Debt~~June ~~has~~30, an2011 ~~aggregate~~was ~~principal~~$648,927 ~~amount~~as ofcompared to $~~544~~1,~~826~~015,847 ~~and~~for ~~is convertible into shares of~~ the ~~Company’s~~six ~~common~~months ~~stock~~ended atJune a30, ~~conversion price of $0~~2010.~~048.~~ The ~~June~~decrease 3,in ~~2009~~cash ~~Unsecured~~flows ~~Debt~~from ~~bears~~operations ~~interest~~for at the ~~rate~~six ofmonths ~~eight~~ended ~~percent~~June ~~per~~30, ~~annum.~~2011 ~~Upon~~as ~~the~~compared ~~occurrence~~to ofthe ansix ~~event~~months ofended ~~default, the~~ June 330, ~~2009~~2010 ~~Unsecured~~was ~~Debt~~primarily ~~bears~~due ~~interest~~an atincrease ~~the~~in ~~rate~~amortization of ~~ten~~$5,025,515, ~~percent~~an ~~per~~increase ~~annum.~~in ~~The~~fair ~~Company~~value isof ~~required~~stock toissued ~~make~~for ~~payments~~services of $29258,~~687~~737, ~~per~~an ~~month.~~increase ~~The~~in ~~monthly~~amortization ~~payments~~of ~~are~~debt todiscount beof ~~applied~~$1,741,894, ~~first~~an toincrease ~~interest~~in ~~and~~loss ~~second~~on tovaluation ~~principal.~~of ~~The~~derivative ~~remaining~~liability ~~principal~~of ~~amount~~$2,227,730, isa todecrease bein ~~repaid~~investment ~~upon~~in ~~the~~film ~~expiration~~library of ~~the note on June 3~~$948,403, ~~2010.~~an ~~The~~increase ~~Company~~in ~~may~~prepaid ~~prepay~~expense ~~the~~and ~~note~~other atcurrent ~~any~~assets ~~time.~~of ~~The June 3~~$807,751, ~~2009~~a ~~Unsecured~~decrease ~~Debt~~in ~~has~~accounts ~~the~~payable ~~following~~of ~~features~~$385,245, ~~that~~an ~~can~~increase bein ~~considered~~accrued toexpenses ~~be embedded derivatives: (i) the conversion feature~~ of ~~the notes~~$289,026, ~~(ii)~~ a ~~holder’s~~decrease ~~right~~in todeferred ~~force~~revenue ~~a redemption~~ of ~~the Notes upon an event of default~~$3,902,992 and, ~~(iii)~~an ~~the~~increase ~~increased~~in ~~interest~~net ~~rate~~loss ~~upon an event~~ of ~~default~~$5,965,168.

39Net cash used by investing activities was $6,126 for the six months ended June 30, 2011 for the purchase of office equipment.

In determining the fair market value of the embedded derivatives, we used discounted cash flows analysis. We also used a binomial option pricing model to value the warrants issued in connection with these debts. The Company determined the fair value of the embedded derivatives to be $715,904 and the fair value of the warrants to be $934,000. These embedded derivatives have been accounted for as a debt discount that will be amortized over the one year life of the notes. Amortization of the debt discount has resulted in a $920,816 increase to interest expense for twelve months ended December 31, 2009.36

ANet ~~description~~cash used in financing activities was $655,945 for the six months ended June 30, 2011 as compared to cash provided of $543,009 for the ~~Warrants~~six months ended June 30, 2010. The decrease in cash provided by financing activities is asattributed ~~follows:~~to a decrease in proceeds from short-term notes payable of $646,118, an increase in related party loans of $249,500, an increase in payments on short-term notes payable of $777,567, a decrease in payments on related party loans of $83,062 and a decrease in issuance of common stock of $184,741.

~~1) The~~At ~~May~~June 630, ~~2009~~2011 ~~warrant entitles~~ the ~~holder~~Company tohad ~~purchase~~cash upbalances toof 25$63,~~000,000~~131. ~~shares~~The ~~of the~~ Company’s ~~common~~will ~~stock~~issue atadditional aequity ~~price~~and ofmay ~~$0.048~~consider ~~per~~debt ~~share.~~financing ~~The~~to ~~May~~fund 6,future ~~2009~~growth ~~warrant~~opportunities isand ~~exercisable~~support upoperations. ~~until~~Although ~~May~~the 6,Company ~~2019.~~believes ~~The~~its ~~May~~unique 6,intellectual ~~2009~~content ~~warrant~~offers ~~shall~~the ~~expire~~opportunity ~~and~~for nosignificantly ~~longer~~improved beoperating ~~exercisable~~results ~~upon~~in afuture ~~change~~quarters, inno ~~control.~~assurance ~~The~~can ~~exercise~~be ~~price~~given ~~and~~that the ~~number~~Company ofwill ~~shares~~operate ~~underlying~~on ~~the~~a ~~warrant~~profitable isbasis ~~subject~~in to2011, ~~anti-dilution~~or ~~adjustments~~ever, ~~from~~as ~~time~~such toperformance ~~time~~is ifsubject ~~the~~to ~~Company~~numerous ~~issues~~variables ~~common~~and ~~stock~~uncertainties, atmany ~~below~~of ~~the~~which ~~exercise~~are ~~price~~out atof ~~that time for~~ the ~~warrants~~Company’s control.

~~2) The~~GOING June 3, 2009 warrant entitles the holder to purchase up to 14,062,500 shares of the Company’s common stock at a price of $0.038 per share. The June 3, 2009 warrant is exercisable up until June 3, 2019. The June 3, 2009 warrant shall expire and no longer be exercisable upon a change in control. The exercise price and the number of shares underlying the warrant is subject to anti-dilution adjustments from time to time if the Company issues common stock at below the exercise price at that time for the warrants.CONCERN

InDuring ~~determining~~ the ~~fair~~six ~~market~~months ~~value~~ended ofJune ~~the~~30, ~~Warrants~~2011, wethe ~~used~~Company ~~the~~had ~~binomial~~a ~~model~~net ~~with~~loss of $7,538,563. At June 30, 2011, the ~~following~~Company ~~significant~~had ~~assumptions: exercise~~a ~~price~~working ~~$0.038~~capital –deficit of $~~0.048~~16,879,578 ~~trading~~(excluding ~~prices~~its ~~$0.04~~derivative -liability) and a shareholders’ deficiency of $~~0.08~~22,826,718. ~~expected~~The ~~volatility~~Company ~~115.6%~~is -also ~~116.2%,~~delinquent ~~expected~~in ~~life~~payment of ~~60 months~~$117,824 ~~dividend~~for ~~yield~~payroll taxes as of ~~0.00%~~June 30, 2011 and ain ~~risk~~default ~~free~~of ~~rate~~certain of 3its short term notes payable.2% These -matters 3raise substantial doubt about the Company’s ability to continue as a going concern.~~56%.~~ The ~~fair~~financial ~~value~~statements ofdo ~~these~~not ~~warrants~~include ~~has~~any ~~been~~adjustments ~~recorded~~that asmight ~~part~~result offrom ~~the~~this ~~debt~~uncertainty. ~~discount~~The asCompany ~~discussed~~intends ~~above~~to asraise ~~well~~funds asto ~~being~~finance ~~recognized~~operations asuntil athe ~~derivative~~Company ~~liability~~achieves profitable operations. The ~~derivative~~Company’s ~~liability~~capital isrequirements refor the next 12 months will continue to be significant. If adequate funds are not available to satisfy either medium or long-~~valued~~term atcapital ~~each~~requirements, ~~reporting~~the ~~date~~Company’s ~~with~~operations ~~changes~~and inliquidity ~~value~~could ~~being~~be ~~recognized~~materially asadversely ~~part~~affected ofand ~~current~~the ~~earnings~~Company could be forced to cut back its operations. ~~This~~Subsequent ~~re-valuation~~to ~~resulted~~June in30, a2011, ~~loss~~the ofCompany raised $~~267~~82,~~000~~500 ~~during~~through the ~~twelve~~issuance ~~months~~of ~~ended~~convertible ~~December~~notes 31payable and $606,500 ~~2009~~through the issuance of common stock pursuant to the Dutchess Opportunity Fund agreement.

~~RECENTLY~~NOTES ~~ISSUED~~PAYABLE ~~ACCOUNTING~~TO ~~STANDARDS~~RELATED PARY

The ~~FASB~~Company ~~issued~~entered ~~guidance~~into ~~under~~a ~~Accounting~~Credit ~~Standards~~Agreement ~~Update~~on ~~("ASU")~~May ~~No.~~6, ~~2010-06~~2009, ~~"Fair~~with ~~Value~~Mr. ~~Measurements~~Rosenberg, its Chariman and ~~Disclosures".~~Chief ~~The~~Executive ~~ASU~~Office, ~~requires~~in ~~certain~~connection ~~new~~with ~~disclosures~~the ~~and~~issuance ~~clarifies~~of two ~~existing~~secured ~~disclosure~~promissory ~~requirements~~notes. ~~The~~ ~~new~~Two ~~disclosures~~warrants ~~and~~were ~~clarifications~~issued ofto ~~existing~~Mr. ~~disclosures~~Rosenberg ~~are~~in ~~effective~~connection ~~for~~with ~~interim~~the ~~and~~issuance ~~annual~~of ~~reporting~~various ~~periods~~promissory ~~beginning~~notes ~~after~~as ~~December~~of 15May 6, 2009~~. We~~ doand ~~not~~June ~~expect~~3, ~~the~~2009. ~~adoption~~The ofadvances ~~this~~in ~~guidance~~2009 toincreased ~~have~~Rosenberg’s asecurity ~~material~~interest ~~impact~~held onin ~~our~~the ~~financial~~Company’s ~~statements~~assets to approximately $3,750,000. These transactions were:

~~The~~May ~~FASB~~6, ~~issued~~2009 ~~guidance~~Secured ~~under~~Debt ~~Accounting~~- ~~Standards~~The ~~Update~~May ~~(“ASU”)~~6, ~~No.~~2009 ~~2010-08,~~secured ~~“Technical~~debt ~~Corrections~~has toan ~~Various~~aggregate ~~topics. The~~principal ~~ASU~~amount ~~eliminates~~of ~~certain~~$2,400,000, ~~inconsistencies~~is ~~and~~convertible ~~outdate~~into ~~provisions~~shares ~~and~~of ~~provides~~the ~~needed~~Company’s ~~clarifications. The~~common ~~changes~~stock ~~are~~at ~~generally~~a ~~nonsubstantive~~conversion ~~nature~~price of $0.048 and ~~will~~bears ~~not~~interest ~~result~~at inthe ~~pervasive~~rate ~~changes~~of toeight ~~current~~percent ~~practice~~per annum. ~~However~~ The original principal amount of $2,400,000 ~~the~~is ~~amendments~~to ~~that~~be ~~clarify~~repaid upon the ~~guidance~~expiration onof ~~embedded~~the ~~derivatives~~notes ~~and~~on ~~hedging~~May ~~(ASU~~6, ~~Subtopic~~2010. ~~815-15)~~The Company may ~~cause~~prepay athe ~~change~~notes inat ~~the~~any ~~application~~time. ofIn ~~the~~connection ~~Subtopic. The~~with ~~clarifications~~this ofdebt the ~~guidance~~Company onalso ~~embedded~~issued ~~derivatives~~ten-year ~~and~~warrants ~~hedging~~to ~~(Subtopic~~purchase ~~815-15)~~25,000,000 ~~are~~shares ~~effective~~of ~~for~~the ~~fiscal~~Company’s ~~years~~common ~~beginning~~stock ~~after~~for ~~December~~$0.048 ~~15,~~per ~~2009~~share.

40June 3, 2009 Secured Debt - The June 3, 2009 secured debt amounted to an aggregate principal amount of $1,350,000, is convertible into shares of the Company’s common stock at a conversion price of $0.038 and bears interest at the rate of eight percent per annum. The original principal amount of $1,350,000 is to be repaid upon the expiration of the notes on June 3, 2010 but may be prepaid at any time. In connection with this debt the Company also issued ten-year warrants to purchase 14,062,500 shares of the Company’s common stock for $0.038 per share.

~~RESULTS~~Modification OFof ~~CONSOLIDATED~~Secured ~~OPERATIONS~~Convertible –Notes ~~THREE~~Payable ~~MONTHS~~– ~~ENDED~~On ~~March~~October 3122, 2010, ~~COMPARED~~the TOCompany ~~THE~~entered ~~THREE~~into ~~MONTHS~~a ~~ENDED~~series ~~March~~of 31agreements with its CEO, ~~2009~~Chairman, ~~(UNAUDITED)~~and a major shareholder to extend the due date of certain existing loans made by the CEO. Pursuant to the terms of the agreements, the new due date for the secured convertible notes payable totaling $2,400,000 was extended to May 6, 2011 and the new due date for the secured convertible notes payable totaling $1,350,000 was extended to June 3, 2011. The interest rate under these loans was increased from 8% to 10%, effective upon the original due date of May 6, 2010 and June 3, 2010, respectively.

~~NET~~In ~~REVENUE~~exchange for these due date extensions, Company granted to the CEO:

~~Net~~1. ~~revenue~~Two ~~for~~additional ~~the~~sets ~~three~~of ~~months~~warrants ~~ended March 31, 2010 was $32,683 compared~~ to ~~$71,186~~purchase ~~for~~ the ~~three~~Company’s ~~months~~common ~~ended~~stock. ~~March~~The ~~31,~~first ~~2009.~~set ~~Currently~~allowing for the ~~Company~~exercise ~~derives most~~ of ~~its~~up ~~revenue~~to ~~from~~40,000,000 ~~options~~warrants to purchase ~~rights,~~shares ~~the purchase~~ of ~~rights~~the toCompany’s ~~properties~~common ~~and~~stock, ~~first~~at ~~look~~an ~~deals.~~exercise ~~This~~price ~~type~~ of ~~revenue~~$0.11 ~~can~~per ~~vary~~share, ~~significantly~~and ~~between~~the ~~quarters~~second ~~and~~set ~~years. The~~allowing ~~revenues~~ for the ~~three~~acquisition ~~months~~of ~~ended~~up ~~March~~to ~~31, 2010 represented~~ $233,~~958 in option revenue from three customers~~750,000 ~~$4,819~~ in ~~licensing revenues from one customers and $3~~stock,~~906~~ inalso ~~on-line~~at ~~advertising~~an ~~revenue~~exercise ~~compared~~price toof $~~37,425~~0.11 inper ~~licensing~~share. ~~revenue~~Both ~~from~~sets ~~one~~(“New ~~customer,~~Warrants”) ~~$7,500~~vested inimmediately ~~option revenue from one customer~~ and ~~$24,571~~will inexpire on~~-line~~ ~~advertising~~October ~~revenue~~22, ~~for~~2020; ~~the same three month period in 2009.~~and

~~EXPENSES~~37

~~Cost~~2. As more fully described in the Intellectual Property Rights Assignment Agreement between the Company and Scott Rosenberg (included as an exhibit to the Company’s 8K filing, as amended, on December 28, 2010), 25% of gross revenues from those certain co-ownership rights assigned to Scott Rosenberg. A list of intellectual property that is excluded from this agreement is also in the exhibit to the 8K filing.

~~For~~The ~~the~~notes ~~three~~and ~~months~~warrants ~~ended~~were ~~March~~assigned 31in October, 2010 ~~costs~~to ofAssignment ~~revenue~~& ~~were~~Collateral $1Holdings,~~083~~ ~~compared~~LLC ~~to $137~~“(ACH)”,~~770~~ ~~for~~an ~~the~~entity ~~three~~managed ~~ended~~at ~~March~~that ~~31,~~time ~~2009~~by Mr. ~~The~~Rosenberg ~~decrease~~and isa ~~primarily~~Director ~~due to royalty fees accrued in the first quarter~~ of ~~2009 for~~ the ~~production of the film “Dead of Night”~~Company.

~~Operating~~Second ~~expenses~~Modification of Secured Convertible Notes Payable – In August , 2011, the Company entered into a series of agreements with ACH to extend the due date of certain existing loans originally made by the CEO. Pursuant to the terms of the agreements, the new due date for the secured convertible notes payable totaling $2,400,000 was extended to May 6, 2012 and the new due date for the secured convertible notes payable totaling $1,350,000 was extended to June 3, 2012.

~~Operating~~In ~~expenses~~exchange ~~increased $44,464 or 8%~~ for ~~the~~these ~~three~~due ~~months~~date ~~ended March 31~~extensions, 2010 to $600,124 as compared to $555,660 for the three months ended March 31, 2009. This was related to an increase in legal fees of approximately $130,000 in connection with potential financing deals and approximately $105,000 of new expenditures related to distribution costs for “The Dead of Night” film, consisting of sales commissions, collection account maintenance fees and foreign withholding taxes in regards to foreign territory sales. These increases were offset by a decrease in salaries and benefits of approximately $101,000, a decrease in consulting fees of approximately $53,000 and a decrease in other corporate overhead of approximately $37,000 as the Company ~~worked~~granted to ~~streamline its business model to conserve cash while making the necessary expenditures to ensure the growth of the company.~~ACH:

~~Research~~Two additional sets of warrants to purchase the Company’s common stock. The first set allowing for the exercise of up to 40,000,000 warrants to purchase shares of the Company’s common stock, at an exercise price of $0.11 per share, and ~~development~~the second set allowing for the acquisition of up to $3,750,000 in stock, also at an exercise price of $0.11 per share. Both sets (“New Warrants”) vested immediately and will expire on August 12, 2021.

~~Research~~Due ~~and~~to ~~development costs increased $26,311 or 69% for~~ the ~~three~~resignation ~~months~~of ~~ended~~Mr. ~~March~~Rosenberg ~~31,~~in ~~2010~~May toof ~~$64,233~~2011 as ~~compared~~manager toof ~~$37,922~~ACH ~~for~~and the ~~three~~Director’s ~~months~~resignation ~~ended~~as ~~March~~manager 31in September, ~~2009. This~~2011, ~~increase~~the ~~was~~Company ~~due~~no tolonger ~~increased~~considers ~~salaries~~ACH ~~and~~a ~~one~~related ~~additional employee added to the development group~~party.

~~Stock~~The ~~option~~exercise ~~expense~~price and the number of shares underlying the warrants are subject to anti-dilution adjustments from time to time if the Company issues common stock at below the exercise price at that time for the warrants. The dilutive issuances provisions of the warrants and convertible notes were triggered during the second quarter of 2011 due to issuances of common stock pursuant to the Dutchesss Opportunity Fund Agreement. As of June 30, 2011, the revised pricing on the warrants and conversions is now set at $0.0121. The revised pricing was reduced further during the third quarter of 2011 due to conversions of debt by holders of convertible notes. As of September 30, 2011, the revised pricing on the warrants and conversion is now set at $0.0044 for the warrants that were issued originally and as part of the first debt modification.

~~Stock~~BANK ~~option~~NOTE expense for the three months ended March 31, 2010 was $44,073 compared to $100,947 for the same period in 2009. Expense for the three months ended March 31, 2010 and 2009 represents additional vesting of options granted in 2008. The decrease is related to option grants forfeited. No additional options were granted during the three months ended March 31, 2009. PAYABLE

~~Depreciation~~In December, 2008, the Company, through its subsidiary, Long Distance Films, Inc., entered into a promissory note with Standard Charted Bank to fund the production of “Dead of Night” in the original amount of $13,365,000. The amount due on this note as of June 30, 2011 was $8,897,561. As of October 14, 2011, the balance has been reduced to $4,621,655 through the receipts of funds from Omnilab Pty, Ltd and ~~amortization~~other licensees. The loan is collateralized by all rights in the sales agency agreement and the distribution agreements in connection with the production. In August, 2011, Standard Chartered Bank delivered a default notice under the note.

~~For the three months ended March 31, 2010 depreciation and amortization was $43,312 compared to $46,988 for the three months ended March 31, 2009.~~OTHER

~~Gain~~The company has unpaid liabilities due to the Internal Revenue Service for employee obligations, which is approximately $112,000. We have entered into payment plans to pay off these liabilities but there can be no guarantee that the Company will be able to continue making such payments. If the Company defaults on ~~settlement~~its payment plans, the governmental entities involved might exercise their collection powers, which may be abrupt and immediate, and could possibly levy upon existing accounts of ~~debt~~the Company, with no notice or little advance warning.

~~The~~OFF-BALANCE ~~company~~SHEET recorded a gain on settlement of debt of $0 for the three months ended March 31, 2010 as compared to $512,610 for the three months ended March 31, 2009. The gain for the three months ended March 31, 2009 was due to the final payment issue to Wowio former partners. This transaction was paid in stock.ARRANGEMENTS

41We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

~~Gain on derivative liability~~38

~~The~~CRITICAL ~~Company~~ACCOUNTING ~~recorded~~POLICIES aAND gain on derivative liability of $290,000 for the three months ended March 31, 2010. The derivative liability, recorded in connection with new debts payable to the Company’s CEO during the three months ended June 30, 2009, is re-valued at each reporting date with changes in value being recognized as part of current earnings.ESTIMATES

~~Interest~~Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles. Critical accounting policies and estimates are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters of the susceptibility of such matters to change, and that may have an impact on financial condition or operating performance. For example, accounting for our investment in films requires us to estimate future revenue and expense amounts which, due to the inherent uncertainties involved in making such estimates, are likely to differ to some extent from actual results.

~~For~~CHARACTER ~~the~~DEVELOPMENT ~~three~~COSTS. ~~months~~Character ~~ended~~development ~~March~~costs ~~31,~~consist ~~2010,~~primarily ~~interest~~of ~~expense~~costs ~~was~~to ~~$577,587~~acquire ~~compared~~properties tofrom ~~$83~~the creator,~~947~~ ~~for~~development of the ~~three~~property ~~months~~using ~~ended~~internal ~~March~~or 31independent writers and artists, ~~2009~~and the registration of a property for a trademark or copyright. These ~~The~~costs ~~increase~~are capitalized in the year incurred if the Company has executed a contract or is ~~primarily~~negotiating ~~related~~a torevenue ~~amortization~~generating ofopportunity ~~debt~~for ~~discount~~the ~~recorded~~property. If asthe ~~interest~~property ~~expense~~derives ina ~~connection~~revenue stream that is estimable, the capitalized costs associated with ~~new~~the ~~debts~~property ~~payable~~are toexpensed as revenue is recognized. If the Company’s ~~CEO~~determines ~~during~~there ~~2009~~is no determinable market for a property, it is deemed impaired and is written off.

AsINVESTMENT aIN ~~result~~FILMS. ofInvestment in films includes the ~~foregoing~~unamortized costs of one film for which principal photography has been completed and is currently in post-production. The capitalized costs include all direct production and financing costs, ~~the~~capitalized ~~Company~~interest ~~had~~and aproduction ~~net~~overhead. The ~~loss~~costs of $1the film productions are amortized using the individual-film-forecast-method,~~007,729~~ ~~for~~whereby the ~~three~~costs ~~months~~are ~~ended~~amortized ~~March~~and ~~31,~~participations ~~2010~~and ~~compared~~residual costs are accrued in proportion that current year’s revenues bears to amanagements’ ~~net~~estimate ~~loss~~of ultimate revenue at the beginning of ~~$379~~the current year expected to be recognized from exploitation,~~438~~ ~~for~~exhibition or sale of the ~~same~~film. Ultimate revenue includes estimates over a period innot ~~2009~~to exceed ten years following the date of initial release.

~~LIQUIDITY~~Investment ~~AND~~in ~~CAPITAL~~films ~~RESOURCES~~is ~~(UNAUDITED)~~stated at the lower of amortized cost or estimated fair value. The valuation of the film development costs are reviewed by management, when an event or change in circumstances indicates the fair value of the film is less than the unamortized cost. The fair value of the film is determined using managements’ future revenue and cost estimates in an undiscounted cash flow approach. Additional amortization is recorded in an amount by which unamortized costs exceed the estimated fair value of the film. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying costs of film development costs may be required as a consequence of changes in managements’ future revenue estimates.

~~Net~~Management’s ~~cash~~current ~~provided~~assessment of the fair value of its production, “Dead of Night” includes analysis of foreign territories sold, deposits received against foreign territory sales, estimated value of the unsold foreign territories and the guarantee by ~~operations~~Omnilab ~~during~~Pty, Ltd of a domestic release of the ~~three~~film. Based ~~months~~on the analysis for the year ended ~~March~~December 31, 2010, ~~was~~the Company recorded an impairment charge of $663,~~102~~200,000. Any change in these assessments could result in the write down of the investment in films.

~~Net~~DERIVATIVE ~~cash~~LIABILITY. ~~used~~The byCompany ~~investing~~evaluates ~~activities~~all ~~was~~of ~~$441,605~~its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the ~~three~~derivative ~~months~~instrument is ~~ended~~initially ~~March~~recorded 31at its fair value and is then re-valued at each reporting date, ~~2010~~with changes in the fair value reported in the condensed consolidated statements of operations. For stock-based derivative financial instruments, ~~primarily~~the ~~due~~Company uses the Binomial option pricing model to value the ~~production~~derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the ~~film~~end ~~”Dead~~of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of ~~Night”~~the derivative instrument could be required within 12 months of the balance sheet date.

~~Net~~The ~~cash~~derivative ~~provided~~liabilities byare ~~financing~~re-valued ~~activities~~at ~~was~~each ~~$229,822~~reporting date with changes in value being recognized as part of current earnings. This revaluation for the ~~three~~six months ended ~~March~~June 3130, ~~2010,~~2011 ~~primarily~~resulted ~~attributed~~in toa ~~financing~~loss ~~secured~~of ~~for~~$2,997,730. Any change in the ~~production~~significant ofassumptions could result in a different valuation that could affect the ~~film~~Company’s ~~“Dead~~results of ~~Night”~~operations.

AtREVENUE ~~March~~RECOGNITION - ~~31,~~Revenue ~~2010~~from the ~~Company~~licensing ~~had cash balances~~ of ~~$6,386~~characters and astorylines ~~restricted~~(“the ~~cash~~properties”) ~~balance~~owned ofby ~~$713,837.~~the ~~Restricted~~Company ~~cash~~are ~~will~~recognized ~~be used~~ in ~~the~~accordance ~~production~~with guidance of the ~~film~~Financial ~~“Dead~~Accounting ofStandards ~~Night~~Board (“FASB”.) ~~The~~where ~~Company~~revenue ~~will~~is ~~issue~~recognized ~~additional~~when ~~equity~~the ~~and~~earnings ~~may~~process ~~consider~~is ~~debt~~complete. ~~financing~~This tois ~~fund~~considered ~~future~~to ~~growth~~have ~~opportunities~~occurred ~~and~~when ~~support~~persuasive ~~operations.~~evidence ~~Although~~of ~~the~~an ~~Company~~agreement ~~believes~~between ~~its~~the ~~unique~~customer ~~intellectual~~and ~~content offers~~ the ~~opportunity~~Company ~~for~~exists, ~~significantly~~when ~~improved~~the ~~operating~~properties ~~results~~are inmade ~~future~~available ~~quarters,~~to nothe ~~assurance~~licensee ~~can~~and ~~be given that~~ the Company ~~will~~has ~~operate~~satisfied onits aobligations ~~profitable~~under ~~basis~~the ~~in 2010~~agreement, orwhen ~~ever,~~the asfee ~~such performance~~ is ~~subject~~fixed toor ~~numerous~~determinable ~~variables~~ and ~~uncertainties,~~when ~~many~~collection ofis ~~which~~reasonably ~~are out of the Company’s control~~assured.

~~MARKET RISKS~~ 39

WeThe ~~conduct~~Company ~~our~~derives ~~operations~~its inlicensing ~~primary~~revenue ~~functional~~primarily ~~currencies:~~from the ~~United~~sale ~~States~~of ~~dollar~~options to purchase rights, the ~~British~~purchase ~~pound~~of rights to properties and ~~the~~first ~~Australian~~look ~~dollar~~deals. ~~Historically,~~For ~~neither~~options ~~fluctuations~~that incontain ~~foreign~~non-refundable ~~exchange~~minimum ~~rates~~payment ~~nor~~obligations, ~~changes~~revenue inis ~~foreign~~recognized ~~economic~~ratably ~~conditions~~over ~~have~~the ~~had~~option aperiod, ~~significant~~provided ~~impact~~all onthe ~~our~~criteria ~~financial~~for ~~condition~~revenue orrecognition ~~results~~have ofbeen ~~operations~~met. WeOption ~~currently~~fees dothat ~~not~~are ~~hedge~~applicable ~~any~~to ofthe ~~our~~purchase ~~foreign~~price ~~currency~~are ~~exposures~~deferred and ~~are~~recognized ~~therefore~~as ~~subject~~revenue toat the ~~risk~~later of ~~exchange~~the ~~rate~~expiration ~~fluctuations.~~of Wethe ~~invoice~~option ~~our~~period ~~international~~or ~~customers primarily~~ in ~~U.S.~~accordance ~~dollars,~~with ~~except~~the interms of the ~~United~~purchase ~~Kingdom~~agreement. ~~and~~Revenue ~~Australia,~~received ~~where~~under wefirst ~~invoice~~look ~~our~~deals ~~customers~~is ~~primarily~~recognized inratably ~~British~~over ~~pounds~~the ~~and~~first ~~Australian~~look ~~dollars~~period, ~~respectively.~~which Invaries ~~the~~by ~~future~~contract weprovided ~~anticipate~~all ~~billing~~the ~~certain~~criteria ~~European~~for ~~customers~~revenue inrecognition ~~Euros,~~under ~~though~~Staff weAccounting ~~have~~Bulletin ~~not~~104 ~~done~~have sobeen ~~to date~~met.

WeFor ~~are~~licenses ~~exposed~~requiring to foreign exchange rate fluctuations as our foreign currency consumer receipts are converted into U.S. dollars. Our exposure to foreign exchange rate fluctuations also arises from payables and receivables to and from our foreign vendors and customers. Foreign exchange rate fluctuations did not have a material ~~impact~~continuing oninvolvement ~~our~~or ~~financial~~performance ~~results~~based inobligations, by the ~~three months ended March 31~~Company, ~~2010 or in~~ the ~~years~~revenue ~~ended~~is ~~December~~recognized ~~31,~~as ~~2009,~~and ~~2008,~~when ~~2007~~such ~~and~~obligations ~~2006.~~are fulfilled.

~~Financial~~The ~~instruments~~Company ~~which~~records ~~potentially~~as ~~subject~~deferred usrevenue toany ~~concentrations~~licensing offees ~~credit~~collected ~~risk~~in ~~consist~~advance ~~principally~~ of ~~cash~~obligations ~~and~~being ~~cash~~fulfilled ~~equivalents~~or ~~and~~if ~~trade~~a ~~accounts~~licensee ~~receivable.~~is Wenot ~~place~~sufficiently ~~our~~creditworthy, ~~cash~~the ~~and~~Company ~~cash~~will ~~equivalents~~record ~~with~~deferred ~~high~~revenue ~~credit~~until ~~quality~~payments ~~institutions~~are ~~to limit credit exposure~~received. ~~We believe no significant concentration of credit risk exists with respect to these investments.~~

~~Concentrations~~License ofagreements ~~credit~~typically ~~risk~~include ~~with~~reversion ~~respect~~rights which allow the Company to ~~trade~~repurchase ~~accounts~~property ~~receivable~~rights ~~are~~which ~~limited~~have ~~due~~not tobeen used by the ~~wide~~studio ~~variety~~(the ofbuyer) ~~customers~~in ~~who~~production ~~are~~within ~~dispersed~~a ~~across~~specified ~~many~~period ~~geographic~~of ~~regions~~time as defined in the purchase agreement. The cost to repurchase the rights is generally based on the costs incurred by the studio to further develop the characters and story lines.

~~GOING~~The ~~CONCERN~~Company recognizes revenue from television and film productions pursuant to FASB ASC Topic 926, Entertainment-Films. The following conditions must be met in order to recognize revenue under Topic 926: (i) persuasive evidence of a sale or licensing arrangement exists; (ii) the program is complete and has been delivered or is available for immediate and unconditional delivery; (iii) the license period of the arrangement has begun and the customer can begin its exploitation, exhibition or sale; (iv) the arrangement fee is fixed or determinable; and (v) collection of the arrangement fee is reasonably assured. Advance payments received from buyers or licensees are included in the consolidated financial statements as a component of deferred revenue.

STOCK BASED COMPENSATION - The ~~accompanying~~Company ~~financial~~periodically ~~statements~~issues ~~have~~stock ~~been~~options ~~prepared~~and onwarrants ato ~~going~~employees ~~concern~~and ~~basis,~~non-employees ~~which~~in ~~contemplates~~non-capital ~~the~~raising ~~realization~~transactions offor ~~assets~~services and ~~the~~for ~~satisfaction~~financing ofcosts. ~~liabilities~~The inCompany ~~the~~accounts ~~normal~~for ~~course~~stock ofoption ~~business. The~~and ~~Company~~warrant ~~has~~grants ~~incurred~~issued ~~significant~~and ~~losses~~vesting ~~which~~to ~~have~~employees ~~resulted~~based inon anFinancial ~~accumulated~~Accounting ~~deficit~~Standards ofBoard ~~$25~~(FASB) ASC Topic 718,~~102~~ “Compensation – Stock Compensation”,~~629~~ aswhereas the award is measured at its fair value at the date of ~~March~~grant ~~31,~~and ~~2010~~is amortized ratably over the vesting period. The Company ~~plans~~accounts tofor ~~seek~~stock ~~additional~~option ~~financing~~and inwarrant ~~order~~grants issued and vesting to ~~execute~~non-employees ~~its~~in ~~business~~accordance ~~plan,~~with ~~but~~ASC ~~there~~Topic is718 nowhereas ~~assurance~~the value of the ~~Company~~stock ~~will~~compensation beis ~~able~~based toupon ~~obtain~~the ~~such~~measurement ~~financing~~date onas ~~terms~~determined ~~favorable~~at toeither (a) the ~~Company~~date or at ~~all. These~~which ~~items~~a ~~raise~~performance ~~substantial~~commitment ~~doubt~~is ~~about~~reached, or (b) at the ~~Company’s~~date ~~ability~~at which the necessary performance to ~~continue~~earn asthe aequity ~~going~~instruments ~~concern~~is complete. ~~The~~ ~~accompanying~~Non-employee ~~financial~~stock-based ~~statements~~compensation docharges ~~not~~generally ~~include~~are ~~any~~amortized ~~adjustments~~over tothe ~~reflect~~vesting ~~the~~period ~~possible~~on ~~future~~a ~~effects~~straight-line ~~related~~basis. toIn ~~recovery~~certain ~~and~~circumstances ~~classification~~where ofthere ~~assets,~~are orno future performance requirements by the ~~amounts~~non-employee, option grants are immediately vested and ~~classifications~~the oftotal ~~liabilities~~stock-based ~~that~~compensation ~~might~~charge ~~result~~is ~~from~~recorded in the ~~outcome~~period of ~~this~~the ~~uncertainty.~~measurement date.

42The fair value of the Company’s common stock option grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.

~~OFF-BALANCE~~Recently ~~SHEET~~issued ~~ARRANGEMENTS~~accounting pronouncements

WeIn doMay 2011, ~~not~~the ~~have~~Financial ~~any~~Accounting ~~off~~Standards ~~balance~~Board ~~sheet~~(FASB) issued ~~arrangements~~Accounting ~~that~~Standards ~~are~~Update ~~reasonably~~(ASU) No. 2011-4, ~~likely~~which amends the Fair Value Measurements Topic of the Accounting Standards Codification (ASC) to ~~have~~help aachieve ~~current~~common fair value measurement and disclosure requirements in U.S. GAAP and IFRS. ASU No. 2011-4 does not require additional fair value measurements and is not intended to establish valuation standards or ~~future~~affect ~~effect~~valuation onpractices ~~our~~outside of financial ~~condition~~reporting. The ASU is effective for interim and annual periods beginning after December 15, ~~revenues~~2011. The Company will adopt the ASU as required. The ASU will affect the Company’s fair value disclosures, but will not affect the Company’s results of operations, ~~liquidity~~financial condition or ~~capital expenditures~~liquidity.

~~CRITICAL ACCOUNTING POLICIES AND ESTIMATES~~40

~~REVENUE~~In ~~RECOGNITION~~June 2011, the FASB issued ASU No. 2011-5, which amends the Comprehensive Income Topic of the ASC. The ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity, and instead requires consecutive presentation of the statement of net income and other comprehensive income either in a continuous statement of comprehensive income or in two separate but consecutive statements. ASU No. 2011-5 is effective for interim and annual periods beginning after December 15, 2011. The Company will adopt the ASU as required. It will have no affect on the Company’s results of operations, financial condition or liquidity.

~~Revenue~~Other ~~from~~recent ~~the~~accounting ~~licensing~~pronouncements ofissued ~~characters and storylines (“the properties”) owned~~ by the ~~Company are recognized in accordance with~~ FASB ~~guidance~~(including ~~where~~its ~~revenue~~Emerging isIssues ~~recognized~~Task ~~when~~Force), the ~~earnings~~AICPA, ~~process is complete. This is considered to have occurred when persuasive evidence of an agreement between the customer~~ and the ~~Company~~Securities ~~exists,~~Exchange ~~when~~Commission (the ~~properties~~"SEC") ~~are~~did ~~made~~not ~~available~~or toare ~~the~~not ~~licensee~~believed ~~and~~by ~~the~~management ~~Company~~to ~~has~~have ~~satisfied~~a ~~its~~material ~~obligations~~impact ~~under~~on the ~~agreement,~~Company's ~~when~~present ~~the fee is fixed~~ or ~~determinable~~future ~~and~~consolidated ~~when~~financial ~~collection is reasonably assured~~statements.

The Company derives its licensing revenue primarily from options to purchase rights, the purchase of rights to properties and first look deals. For options that contain non-refundable minimum payment obligations, revenue is recognized ratably over the option period, provided all the criteria for revenue recognition have been met. Option fees that are applicable to the purchase price are deferred and recognized as revenue at the later of the expiration of the option period or in accordance with the terms of the purchase agreement. Revenue received under first look deals is recognized ratably over the first look period, which varies by contract provided all the criteria for revenue recognition have been met. MANAGEMENT

~~For~~The ~~licenses~~following ~~requiring~~table ~~material~~sets ~~continuing~~forth ~~involvement~~information orabout ~~performance~~our ~~based~~executive ~~obligations~~officers, byand ~~the~~directors ~~Company, the revenue is recognized~~ as ~~and~~of ~~when~~November ~~such~~1, ~~obligations are fulfilled~~2011.

The Company records as deferred revenue any licensing fees collected in advance of obligations being fulfilled or if a licensee is not sufficiently creditworthy, the Company will record deferred revenue until payments are received.

Name	Age	Position
Scott Mitchell Rosenberg	49	Chairman & Chief Executive Officer
Gerald Kline	49	Director
Adam Post	41	Director
Mark Canton	62	Director

~~License~~Scott ~~agreements~~Rosenberg ~~typically~~has ~~include~~been ~~reversion~~our ~~rights~~Chairman ~~which~~and ~~allow~~Chief Executive Officer since September 15, 2006 and Mr. Rosenberg served as the ~~Company~~Chairman toand ~~repurchase~~Chief ~~property~~Executive ~~rights~~Officer ~~which~~of ~~have~~Platinum ~~not~~Studios, ~~been~~LLC, ~~used~~our bypredecessor, ~~the~~since ~~studio~~November ~~(the~~1996. Mr. ~~buyer)~~Rosenberg established Platinum Studios, LLC in ~~production~~1996 ~~within~~following a ~~specified~~career ~~period~~in the comic book industry. As founder and head of ~~time~~Malibu asComics, ~~defined~~Rosenberg inproduced the ~~purchase~~Men ~~agreement~~In Black comic book, which he took to Sony to become a billion-dollar film franchise. ~~The~~At ~~cost~~Malibu, Rosenberg developed agrass-roots marketing approach, reaching out directly to ~~repurchase~~fans, retailers, and press to allow Malibu to be distributed alongside top industry players at a fraction of what the ~~rights~~major iscompanies ~~generally~~spent—notably, ~~based~~in onthe pre-Internet age, without the ~~costs~~opportunities ~~incurred~~and advantages provided by the ~~studio~~web. Malibu’s marketing and ability to ~~further~~create and develop ~~the~~new characters and ~~story~~new ~~lines~~ideas led to a bidding war to acquire the company, and in 1994 Malibu was bought by Marvel Comics. Mr. Rosenberg holds an undergraduate degree from the University of Denver.

~~CHARACTER~~Mark ~~DEVELOPMENT~~Canton ~~COSTS~~became a director on May 10, 2010. In 1985, Mr. Canton became President of Worldwide Theatrical Production. In 1991, Mr. Canton joined Sony Pictures Entertainment’s Columbia Pictures as Chairman of the Board of Directors. By 1994, he became Chairman of the Columbia TriStar Motion Picture Companies with all creative, operational, and management responsibility for Columbia Pictures, Triumph Films, Sony Pictures Classics, SPE’s international theatrical operations and Columbia TriStar’s strategic motion picture alliances. During his time at Sony, the company released such films as: A Few Good Men, Groundhog Day, In the Line of Fire, Bram Stoker’s Dracula, Bad Boys, The Net, The Professional, The Fifth Element, Jumanji, Sense and Sensibility, Legends of the Fall, The Mirror Has Two Faces, A League of Their Own, Fly Away Home, Sleepless in Seattle, Poetic Justice, The Age of Innocence, Little Women, The Remains of the Day, The People vs. Larry Flynt, As Good As it Gets, Jerry Maguire, My Best Friend’s Wedding, Anaconda, Air Force One. In addition, Mr. Canton initiated I Know What You Did Last Summer, Starship Troopers, Zorro, Godzilla, and Stepmom.

~~Character~~In ~~development costs consist primarily of costs to acquire properties from the creator~~1997, ~~development of the property using internal or independent writers and artists, and the registration of a property for a trademark or copyright~~Mr. ~~These~~ ~~costs~~Canton ~~are~~returned ~~capitalized~~to inWarner ~~the year incurred if the Company has executed a contract or is negotiating a revenue generating opportunity for the property~~Bros. If ~~the~~to ~~property~~create ~~derives~~his aown ~~revenue~~production ~~stream that is estimable~~entity, ~~the~~The ~~capitalized~~Canton ~~costs associated with the property are expensed as revenue is recognized~~Company. IfThe ~~the~~Canton Company ~~determines~~produced ~~there~~Jack isFrost, noGet ~~determinable market for a property~~Carter, ~~it is deemed impaired~~ and isRed ~~written off~~Planet.

~~PURCHASED~~In ~~INTANGIBLE~~2002, ~~ASSETS~~Mr. ~~AND~~Canton ~~LONG-LIVED~~joined ~~ASSETS~~Artists Production Group as a partner, Chairman and CEO. In December 2003, he launched Atmosphere Entertainment MM, an entrepreneurial venture to develop, produce and finance theatrical motion picture and television programming. Mr. Canton is presently developing new television projects at HBO, ABC, CBS, TNT and Lifetime.

Intangible assets are capitalized at acquisition costs and intangible assets with definite lives are amortized on the straight-line basis. The Company periodically reviews the carrying amounts of intangible assets and property. Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, the impairment charge to be recognized is measured by the excess of the carrying amount over the fair value of the asset. 41

43A native of New York, Canton is a 1971 UCLA graduate (magna cum laude) and a member of UCLA’s National Honor Society for American Studies. In addition to serving on the UCLA Board of Councilors and the Deans Advisory Board for the School of Theatre, Film, and Television, he was Vice Chairman of the Board of Directors of the American Film Institute and Founder and Chairman Emeritus of AFI’s Third Decade Council.

~~ADVERTISING~~Gerald ~~COSTS.~~Kline, ~~Advertising~~49, ~~costs~~is ~~are~~an ~~expensed~~attorney licensed to practice in California, specializing in criminal law, with extensive experience in strategic business development, private equity venture capital, mergers & acquisitions and the ~~later~~sales, marketing and merchandising of ~~when~~entertainment ~~incurred~~intellectual orproperties. ~~when~~Mr. Kline has been in private practice from 2008 to the ~~advertisement~~present. Mr. isKline ~~first~~was ~~run~~a consultant to various companies from 2005 to 2008, including Platinum Studios. ~~For~~ Prior ~~the~~to ~~three~~establishing ~~months~~a ~~ended~~criminal ~~March~~law 31practice, ~~2010~~ Mr. Kline was a Managing Director at investing/consulting firm Moore, Clayton & Co. from 2001 to 2003, and ~~2009~~prior to that, ~~advertising~~he ~~expenses~~was ~~were~~director $0of licensing at a number of entertainment firms including Viacom Consumer products, starting in 1991 through 2001.

~~RESEARCH~~ Adam ~~AND~~Post, ~~DEVELOPMENT.~~41, ~~Research~~is President and ~~development~~founder ~~costs~~of LeadGrowth, ~~primarily~~a ~~character~~marketing ~~development~~company ~~costs~~that outsources business-to-business products, and ~~design~~AVANT ~~not~~Media ~~associated~~Group, which is a consumer-brand oriented intellectual property business focused on developing new properties for broad segments and segments with anpassionate ~~identifiable~~consumer ~~revenue~~following. ~~opportunity,~~Mr. ~~are~~Post ~~charged~~has tobeen ~~operations~~in ascharge ~~incurred~~of LeadGrowth since 2005. ~~For~~ ~~the~~Brands ~~three~~that ~~months~~AVANT ~~ended~~owns ~~March~~include 30Personality Comics. Personality Comics has featured biographical stories on Babe Ruth, ~~2010~~The ~~and~~Beatles, ~~2009~~Martin Luther King, ~~research~~Jr., Sean Connery, Marilyn Monroe, William Shatner and ~~development~~over ~~expenses~~one ~~were~~hundred ~~$64~~others. Post previously sold to Platinum,~~233~~ ~~and~~in ~~$37~~2001,~~922,~~ ~~respectively~~rights to the Triumphant Comics universe. AVANT also owns several hundred comic book characters.

~~INCOME~~EXECUTIVE TAXES. From inception thru September 14, 2006 the Company operated as a limited liability company and elected to be taxed similar to a partnership. Accordingly, each member was responsible for reporting its respective share of the Company’s net income or loss for Federal and California income tax purposes and the Company did not pay Federal income tax. From September 15, 2006 forward the Company has accounted for income taxes using the liability method, whereby deferred tax assets and liability account balances are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company was subject to an annual minimum tax of $800 and a fee based on gross receipts in California from inception through September 14, 2006.COMPENSATION

~~DERIVATIVE~~The ~~INSTRUMENTS.~~following ~~Platinum~~table ~~Studios~~sets ~~entered~~forth ~~into~~the acompensation ~~Credit~~paid ~~Agreement~~or onaccrued ~~May~~by 6,us ~~2009,~~to ~~with~~our ~~Scott~~Chief ~~Rosenberg~~Executive inOfficer ~~connection~~and ~~with~~President ~~the~~and ~~issuance~~Chief ofOperating ~~two~~Officer ~~secured promissory notes~~ and aneach ~~unsecured~~of ~~promissory~~our ~~note.~~other ~~Two~~officers ~~warrants~~whose ~~were~~compensation ~~issued~~exceeded to$100,000 ~~Scott~~for ~~Rosenberg~~each inof ~~connection with~~ the ~~issuance~~Company’s oflast ~~various~~four ~~promissory~~completed ~~notes~~fiscal ~~as of May 6, 2009 and June 3, 2009~~years.

A description of the notes is as follows:

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Scott Mitchell Rosenberg,	2010	$	300,000		-		-		-		-		-		-	$	300,000
CEO	2009	$	700,000		-		-		-		-		-		-	$	700,000
	2008	$	300,000		-		-		-		-		-		-	$	300,000
	2007	$	300,000		-		-		-		-		-		-	$	300,000

Brian K. Altounian,	2010	$	15,000		-		-		-		-		-		-	$	15,000
former President/COO	2009	$	180,000		-		-		-		-		-		-	$	180,000
	2008	$	300,000		-		-		-		-		-		-	$	300,000
	2007	$	300,000		-				-						-	$	300,000

May 6, 2009 Secured Debt - The May 6, 2009 Secured Debt has an aggregate principal amount of $2,400,000, and is convertible into shares of the Company’s common stock at a conversion price of $0.048. The May 6, 2009 Secured Debt bears interest at the rate of eight percent per annum. Upon the occurrence of an event of default, the May 6, 2009 Secured Debt bears interest at the rate of ten percent per annum. Interest is payable upon the expiration of the notes on May 6, 2010. The original principal amount of $2,400,000 is to be repaid upon the expiration of the notes on May 6, 2010. See Subsequent Events footnote regarding a due date extension. The May 6, 2009 Secured Debt has the following features that can be considered to be embedded derivatives: (i) the conversion feature of the notes, (ii) a holder’s right to force a redemption of the Notes upon an event of default, and, (iii) the increased interest rate upon an event of default. In connection with this debt the Company also issued warrants to purchase 25,000,000 shares of the Company’s common stock for $0.048 per share.42

~~June~~Outstanding 3,Equity ~~2009~~Awards ~~Secured~~at ~~Debt~~Fiscal Year-End ~~The June 3, 2009 Secured Debt has an aggregate principal amount of $1,350,000, and is convertible into shares of the Company’s common stock at a conversion price of $0~~Table.038. The June 3, 2009 Secured Debt bears interest at the rate of eight percent per annum. Upon the occurrence of an event of default, the June 3, 2009 Secured Debt bears interest at the rate of ten percent per annum. Interest is payable upon the expiration of the notes on June 3, 2010. The original principal amount of $1,350,000 is to be repaid upon the expiration of the notes on June 3, 2010. The Company may prepay the notes at any time. The June 3, 2009 Secured Debt has the following features that can be considered to be embedded derivatives: (i) the conversion feature of the notes, (ii) a holder’s right to force a redemption of the Notes upon an event of default, and, (iii) the increased interest rate upon an event of default. In connection with this debt the Company also issued warrants to purchase 14,062,500 shares of the Company’s common stock for $0.038 per share.

~~June 3, 2009 Unsecured Debt -~~ The ~~June~~following 3,table ~~2009~~sets ~~Unsecured~~forth ~~Debt~~information ~~has~~with anrespect ~~aggregate~~to ~~principal~~grants ~~amount~~ of ~~$544,826,~~options ~~and~~to ispurchase ~~convertible~~our ~~into shares of the Company’s~~ common stock atto ~~a conversion price of $0.048. The June 3, 2009 Unsecured Debt bears interest at~~ the ~~rate~~named ofexecutive ~~eight~~officers ~~percent per annum. Upon the occurrence of an event of default, the June 3, 2009 Unsecured Debt bears interest~~ at ~~the~~December ~~rate of ten percent per annum. The Company is required to make payments of $29~~31,~~687~~ ~~per month. The monthly payments are to be applied first to interest and second to principal. The remaining principal amount is to be repaid upon the expiration of the note on June 3,~~ 2010. The Company may prepay the note at any time. The June 3, 2009 Unsecured Debt has the following features that can be considered to be embedded derivatives: (i) the conversion feature of the notes, (ii) a holder’s right to force a redemption of the Notes upon an event of default, and, (iii) the increased interest rate upon an event of default.

In determining the fair market value of the embedded derivatives, we used discounted cash flows analysis. We also used a binomial option pricing model to value the warrants issued in connection with these debts. The Company determined the fair value of the embedded derivatives to be $715,904 and the fair value of the warrants to be $934,000. These embedded derivatives have been accounted for as a debt discount that will be amortized over the one year life of the notes. Amortization of the debt discount has resulted in a $465,200 increase to interest expense for the three months ended March 31, 2010.

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Scott Mitchell Rosenberg		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Brian Altounian		7,965,000		-0-		-0-	$	0.10	January 8, 2015			-0-		-0-		-0-		-0-

4443

ADirector ~~description of the Warrants is as follows:~~Compensation

1) The ~~May~~following 6,table ~~2009~~sets ~~warrant~~forth ~~entitles~~with ~~the~~respect ~~holder~~ to ~~purchase~~the upnamed ~~to 25~~directors,~~000,000~~ ~~shares~~compensation ofinformation ~~the~~inclusive ~~Company’s common stock at a price~~ of ~~$0.048~~equity ~~per~~awards ~~share. The May 6, 2009 warrant is exercisable up until May 6, 2019. The May 6, 2009 warrant shall expire~~ and nopayments ~~longer~~made befor ~~exercisable upon a change in control. The exercise price and~~ the ~~number~~fiscal ofyear ~~shares~~ended ~~underlying~~December ~~the~~31, ~~warrant is subject to anti-dilution adjustments from time to time if the Company issues common stock at below the exercise price at that time for the warrants~~2010.

2) The June 3, 2009 warrant entitles the holder to purchase up to 14,062,500 shares of the Company’s common stock at a price of $0.038 per share. The June 3, 2009 warrant is exercisable up until June 3, 2019. The June 3, 2009 warrant shall expire and no longer be exercisable upon a change in control. The exercise price and the number of shares underlying the warrant is subject to anti-dilution adjustments from time to time if the Company issues common stock at below the exercise price at that time for the warrants.

Name (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)		Option Awards ($) (d)		Non-Equity Incentive Plan Compensation ($) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)		All Other Compensation ($) (g)		Total ($) (h)
Scott Mitchell Rosenberg		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Brian Altounian		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Jill Zimmerman		-0-		-0-		-0-		-0-		-0-		-0-		-0-

InEMPLOYMENT determining the fair market value of the Warrants, we used the binomial model with the following significant assumptions: exercise price $0.038 – $0.048, trading prices $0.01 - $0.08, expected volatility 124.4%, expected life of 60 months, dividend yield of 0.00% and a risk free rate of 3.59%. The fair value of these warrants has been recorded as part of the debt discount as discussed above as well as being recognized as a derivative liability. The derivative liability is re-valued at each reporting date with changes in value being recognized as part of current earnings. This revaluation for the three months ended March 31, 2010 resulted in a gain of $290,000.AGREEMENTS

~~MANAGEMENT~~We currently have no employment agreements with our executive officers.

~~The following table sets forth information about our executive officers, key employees and directors as of March 31, 2010.~~ 44

Name	Age	Position
Scott Mitchell Rosenberg	48	Chairman & Chief Executive Officer
Brian Kenneth Altounian	46	President, Chief Operating Officer and Director, Principal Financial Officer
Jill Zimmerman	48	Director
Mark Canton	61	Director

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

~~Scott~~The ~~Rosenberg~~following ~~has~~table ~~been~~sets ~~our Chairman and Chief Executive Officer since September 15~~forth, ~~2006 and Mr. Rosenberg served~~ as ~~the Chairman and Chief Executive Officer~~ of ~~Platinum~~November ~~Studios~~7, ~~LLC~~2011, ~~our predecessor, since November 1996. Mr. Rosenberg established Platinum Studios, LLC in 1996 following a career in~~ the ~~comic~~number ~~book industry. As founder and head~~ of ~~Malibu~~shares Comics, Rosenberg produced the Men In Black comic book, which he took to Sony to become a billion-dollar film franchise. At Malibu, Rosenberg developed agrass-roots marketing approach, reaching out directly to fans, retailers, and ~~press~~percent ~~to allow Malibu to be distributed alongside top industry players at a fraction~~ of ~~what~~our ~~the~~common ~~major~~stock ~~companies~~beneficially ~~spent—notably,~~owned ~~in the pre-Internet age, without the opportunities and advantages provided~~ by the web. Malibu’s marketing and ability to create and develop new characters and new ideas led to a bidding war to acquire the company, and in 1994 Malibu was bought by Marvel Comics. Mr. Rosenberg holds an undergraduate degree from the University of Denver. :

~~Brian~~· ~~Altounian~~all ~~has~~directors ~~been our Chief Operating Officer since June 2005~~ and ~~was appointed to serve as President and Director in September 2006. Mr. Altounian's background includes business development~~nominees, ~~finance,~~naming ~~operations and administration and he has applied those skills to a variety of start-ups~~them, ~~Fortune 100 companies, and public and private organizations. Mr. Altounian has worked in the entertainment and high-tech industries, the bread and butter of Los Angeles' commercial culture.~~

~~From~~· ~~May,~~our ~~2005~~executive ~~through mid-January~~officers, 2008, he sat on the Board of Directors of Cereplast, Inc. (CERP.OTC), a manufacturer of proprietary bio-based, renewable plastics, where he has also served as the Audit Committee Chairman. From August, 2004 through June, 2006, he sat on the Board of Directors of Machine Talker (MTKN.OTC), which has created a breakthrough technology in smart security wireless networks. From May, 2003 through June, 2006, he sat as Chairman of the Board of Directors of XsunX, Inc. (XSNX.OTC), a developer of revolutionary thin film photovoltaic solar cell technology. His experience is in the area of developing corporate infrastructure and assisting early-stage companies to execute on their business plans and grow, often through the access of capital through the public equity markets and from December, 2003 through June, 2007, he has provided advisory support to a number of these early-stage technology companies such as Warp9 (WNYN.OTC), Imaging3, Inc. (IMGG.OTC), BioSolar, Inc (BSRC.OTC), Carbon Sciences, Inc. (CABN.OTC) and Origin Oil, Inc. (OOIL.OTC). His first foray in the high-tech space came as Executive Vice President of Main Course Technologies, a wireless applications developer which he co-founded in January 2000 and ran until May, 2003.

45· our directors and executive officers as a group, without naming them, and

~~Mr.~~· ~~Altounian~~persons ~~spent~~or 12groups ~~years~~known inby ~~the~~us ~~entertainment~~to ~~industry~~own ~~with~~beneficially a5% ~~consulting~~or ~~practice,~~more ~~advising entertainment companies in the areas~~ of ~~finance,~~our ~~administration,~~common operations and business development. His clients have included Disney Interactive, Two Oceans Entertainment Group, The Santa Barbara Grand Opera Association, International Documentary Association, In-Finn-Ity Productions and many others. He also held senior management positions in-house at Lynch Entertainment, a television production company where he held the position of Vice President, Finance from January 1998 through December 1999; Time Warner Interactive, a CD-ROM and interactive game company where he served as Vice President, Finance from July, 1995 – May, 1996; National Geographic Television, serving as Finance Director for this documentary film production company, specifically for the National Geographic Specials for the NBC Television Network from July, 1992 – June, 1996; and from 1987 through June, 1992, as Business Services Manager for WQED, the country’s first community-owned Public Television stations where he oversaw the finances and operations for numerous television documentary series. stock:

~~Most~~We ~~recently,~~believe hethat ~~was~~all ~~Consulting~~persons ~~Producer~~named ~~on Random 1, a reality television series that debuted~~ in ~~November~~the ~~2005~~table onhave ~~the~~sole ~~A&E~~voting ~~Network~~ and ~~Executive~~investment ~~Producer~~power onwith ~~the~~respect ~~documentary~~to ~~feature~~all ~~film~~shares ~~Lost in Woonsocket . Mr. Altounian also recently founded a non-profit media organization, Lost & Found in America, Inc., where he currently sits as Chairman~~ of ~~the~~common ~~Board~~stock ~~for~~beneficially ~~this~~owned ~~company~~by ~~that creates media projects that support local community-based non-profit groups serving underserved segments of the US population~~them.

~~Mr.~~A ~~Altounian~~person ~~holds~~is andeemed ~~MBA~~to ~~from~~be ~~Pepperdine~~the ~~University~~beneficial ~~and~~owner anof ~~undergraduate~~securities ~~degree~~that can be acquired by him within 60 days from ~~UCLA~~November 7, 2011 upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of November 7, 2011 have been exercised and converted.

~~Jill~~Percentage M.ownership ~~Zimmerman~~is ~~has~~based ~~been~~on ~~a director since September 16~~434, ~~2006. Since May 2005~~480,010t ~~Ms.~~shares ~~Zimmerman~~of ~~has~~common ~~served~~stock asoutstanding ~~a Vice President at the Alford Group, a consulting firm based in Evanston, Illinois. Ms. Zimmerman previously served~~ as ~~a Crisis Program Supervisor and Director~~ of ~~Development~~November ~~at Alternatives~~7, ~~Inc~~2011. a not-for profit corporation from November 1994 through May 2005. Ms. Zimmerman holds a Bachelor of Arts from the University of California at Santa Barbara and a Masters degree from the University of Chicago.

Mark Canton became a director on May 10, 2010. In 1985, Mr. Canton became President of Worldwide Theatrical Production. In 1991, Mr. Canton joined Sony Pictures Entertainment’s Columbia Pictures as Chairman of the Board of Directors. By 1994, he became Chairman of the Columbia TriStar Motion Picture Companies with all creative, operational, and management responsibility for Columbia Pictures, Triumph Films, Sony Pictures Classics, SPE’s international theatrical operations and Columbia TriStar’s strategic motion picture alliances. During his time at Sony, the company released such films as: A Few Good Men, Groundhog Day, In the Line of Fire, Bram Stoker’s Dracula, Bad Boys, The Net, The Professional, The Fifth Element, Jumanji, Sense and Sensibility, Legends of the Fall, The Mirror Has Two Faces, A League of Their Own, Fly Away Home, Sleepless in Seattle, Poetic Justice, The Age of Innocence, Little Women, The Remains of the Day, The People vs. Larry Flynt, As Good As it Gets, Jerry Maguire, My Best Friend’s Wedding, Anaconda, Air and Force One. In addition, Mr. Canton initiated I Know What You Did Last Summer, Starship Troopers, Zorro, Godzilla, and Stepmom.45

In 1997, Mr. Canton returned to Warner Bros. to create his own production entity, The Canton Company. The Canton Company produced Jack Frost, Get Carter, and Red Planet.

Title of Class	Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned

Common Stock	Scott Rosenberg (1)		129,281,255		29.9	%

Common Stock	Gerald Kline		6,000,000		1.4	%

Common Stock	Mark Canton		650,000		*

Common Stock	Assignment & Collateral Holdings, LLC (2)		1,857,698,863		81.1	%

	All Execuitve Officers, Directors and Groups beneficially owning more than 5%, as a Group		1,993,630,118		87.1	%

In* ~~2002,~~Less ~~Mr.~~than ~~Canton joined Artists Production Group as a partner, Chairman and CEO~~1%. In December 2003, he launched Atmosphere Entertainment MM, an entrepreneurial venture to develop, produce and finance theatrical motion picture and television programming. Mr. Canton is presently developing new television projects at HBO, ABC, CBS, TNT and Lifetime.

~~A native of New York, Canton is a 1971 UCLA graduate~~ (~~magna cum laude~~1) ~~and~~Includes ~~a member of UCLA’s National Honor Society for American Studies. In addition to serving on the UCLA Board of Councilors and the Deans Advisory Board for the School of Theatre~~16, ~~Film~~875,000 ~~and~~shares ~~Television,~~held heby ~~was~~Scott ~~Vice~~Mitchell ~~Chairman~~Rosenberg GRIT, of ~~the~~which ~~Board~~Mr. ofRosenberg ~~Directors~~is of the ~~American Film Institute and Founder and Chairman Emeritus of AFI’s Third Decade Council~~Trustee.

~~SIGNIFICANT~~(2) ~~EMPLOYEES~~The total represents warrants to acquire 1,005,426,136 shares of our common stock and secured debt convertible into 852,272,727 shares.

~~Dan~~CERTAIN ~~Forcey,~~RELATIONSHIPS ~~Vice~~AND ~~President,~~RELATED ~~Content~~PARTY ~~Development~~ TRANSACTIONS

MrThe Company has an exclusive option to enter licensing of rights for agreements to individual characters, subject to existing third party rights, within the RIP Awesome Library of RIP Media, Inc., ~~Forcey~~specific and only to those 404 Awesome Comics characters currently owned and controlled by RIP Media, Inc, a schedule of which has ~~served~~been asprovided to the Company. Rip Media, Inc is a related entity in which managed by a Director of the Company. Such licensing option includes all rights worldwide, not including print and digital comic publishing rights. The ownership of the intellectual property in its entirety, including copyright, trademark, and all other attributes of ownership including but not limited to additional material created after a license agreement from Rip Media to Platinum Studios, Inc (and however disbursed thereafter) shall be, stay and remain that of Rip Media in all documents with all parties, including the right to revoke such rights upon breaches, insolvency of the Company or insolvency of the licensee (s) or others related to exploitation of the intellectual property, and Platinum is obligated to state same in all contracts. In some cases, there are some other limitations on rights. Any licensing of rights from Rip Media to the Company is contingent upon and subject to Platinum’s ~~Vice~~due ~~President~~diligence and acceptance of ~~Content~~Chain ~~Development~~of ~~since~~Title. ~~January~~Currently, we have the above exclusive right to enter into agreements related to the licensing of ~~2007~~motion picture rights and allied/ancillary rights until the date upon which Platinum Studios CEO, Scott Mitchell Rosenberg is no longer the Company s CEO and Chairman of the Board and holds at least 30% of the outstanding capital stock of the Company. ~~Prior~~ Rip Media Inc retains the right on the above characters to ~~that~~enter directly into agreements to license rights, henegotiate ~~served~~and sign option agreements with other parties in so far as Platinum’s ~~Communications~~is ~~Manager~~made ~~from~~aware ~~December~~ of ~~2002~~the agreement prior to its signing, ~~coordinating~~and ~~their~~that ~~public~~there ~~relations~~is ~~efforts~~economic participation to Platinum in a form similar to its agreement with Rip Media in general, and ~~managing~~that ~~multiple~~if ~~websites~~there ~~for~~is a material change to the ~~company~~formula, ~~including~~that Platinum’s Board of Directors may require specific changes to the ~~corporate~~proposed ~~site~~agreement ~~platinumstudios~~such that it conforms with other licenses from Rip Media made from January 1, 2010 forward.~~com~~ If the material change is cured, then Rip’s rights to enter into an agreement, still subject to its financial arrangement with Platinum, remain the ~~fan~~same. We ~~portal~~do not have access to other characters, ~~jeremiahportal~~stories, rights (including trademarks, trade names, url’s) controlled by Rosenberg or his related entities.~~com~~ In regards to new acquisitions, including trademarks, Rip Media must present to Platinum, for Platinum’s acquisition, any rights it desires to acquire, and may only acquire if Platinum does not choose to acquire (within 5 business days of notice), however this acquisition restriction on Rip Media does not apply to any properties or trademarks or trade names or copyrights or rights of any kind that Scott Rosenberg or any of his related entities or rights to entities he may own or acquire or create that are, used to be, or could be related in any fashion to Malibu Comics or Marvel Comics, including trademarks and trade names that may be acquired by Rip Media or other Rosenberg entities due to expiration or abandonment by Malibu, Marvel or other prior owners of marks from other comics or rights related companies, or, such as with trademarks, marks that may be similar only in name or a derivative of a name, which Rip has the ~~Unique~~unfettered ~~Experience~~right ~~alternative~~to ~~reality~~acquire ~~game~~and exploit without compensation to Platinum.

~~For~~Scott ~~the~~Mitchell ~~past~~Rosenberg 10is ~~years~~attached and credited at his election as producer or executive producer, ~~Mr.~~without ~~Forcey~~offset, ~~has~~to ~~worked~~provide production ~~across~~consulting services to the ~~United~~Company’s ~~States~~Customers ~~and~~(Customer) ~~Canada~~(including asbut anot ~~stuntman,~~limited ~~fight~~to ~~choreographer~~production companies, ~~and~~studios, ~~teacher~~financiers ofand ~~movement~~any ~~and~~company ~~stage~~related ~~combat~~to ~~and~~filmed isentertainment anor ~~expert~~audio invisual ~~fencing~~productions) ~~and~~on ~~swordfighting.~~all ~~Mr.~~audio ~~Forcey~~visual 'sproductions ~~stunt~~through ~~work~~Scott ~~includes~~Mitchell ~~multiple~~Rosenberg ~~television~~Productions ~~shows~~(another ~~and~~related ~~feature~~entity ~~films~~which is ~~both~~often, in the ~~U.S.~~entertainment ~~and abroad~~industry, ~~including~~referred ~~Oscar~~to as a “loan-~~nominated~~out” ~~movies~~company) ~~like~~wholly ~~Master~~owned ~~and~~or ~~Commander:~~controlled ~~The~~by ~~Far~~Scott ~~Side~~Mitchell ofRosenberg ~~the~~or ~~World~~related ,entities. ~~Flags~~Rosenberg’s ofright ~~Our~~is ~~Fathers,~~absolute and ~~Letters~~not ~~from~~subject ~~Iwo~~to ~~Jima. From~~restriction ~~1997~~or ~~through~~offset ~~2002,~~by MrCompany. ~~Forcey~~Often, ~~has~~at ~~held~~the ~~faculty~~time ~~positions~~the atCompany ~~York~~enters ~~University,~~into ~~the~~an ~~Centre~~agreement ~~for~~with ~~Indigenous~~a ~~Theatre~~Customer, a separate contract is entered into between the ~~University~~related ofentity ~~Southern~~and ~~California,~~the ~~Cal~~Customer. ~~State~~In ~~University~~addition, ~~Long~~consulting ~~Beach,~~services ~~Cal~~regarding ~~Poly~~development ~~Pomona,~~of characters and ~~the~~storylines ~~Cerritos~~may ~~Center~~also ~~for~~be ~~the~~provided ~~Performing~~to ~~Arts.~~the ~~During~~Company ~~his~~by ~~various~~this ~~tenures,~~related heentity. Revenue ~~has~~would ~~instructed~~be ~~students~~paid indirectly ~~acting,~~to ~~movement~~the ~~for~~related ~~actors,~~entity ~~stage~~by ~~combat~~the ~~and clowning~~Customer.

OnAt ~~1996~~December 31, Mr2005, we owed RIP Media $20,000 in uncollateralized loans. During ~~Forcey~~2006, ~~graduated~~we ~~cum~~repaid ~~laude~~in ~~from~~full the ~~University~~$20,000 ofuncollateralized ~~Southern~~loans ~~California~~received ~~with~~during an2004. ~~undergraduate~~At ~~degree~~December in31, ~~theatre~~2007 ~~with~~we aowed ~~minor~~RIP Media $10,000 in ~~philosophy~~uncollateralized loans. ~~Mr.~~ ~~Forcey~~During ~~graduated~~2008, ~~Magna~~we ~~cum~~repaid ~~laude~~$8,595 ~~from~~in ~~York~~uncollateralized ~~University~~loans ~~while~~received ~~receiving~~during ~~his~~2007. ~~graduate~~These ~~degree~~loans inaccrued ~~acting~~interest ~~and~~at ~~movement~~5% for the years ended December 31, ~~writing~~2009, ~~his~~2008, ~~master's~~2007, ~~thesis~~2005 onand 6% for the ~~use~~year ofended ~~the~~December ~~British~~31, ~~quarterstaff~~2006, respectively.

~~EXECUTIVE~~During ~~COMPENSATION~~2008, Scott Mitchell Rosenberg loaned the company an additional $196,998 to help fund operations.

~~The~~During ~~following~~2008 ~~table~~the ~~sets~~Company ~~forth~~repaid ~~the~~$82,827 ~~compensation~~in ~~paid~~loans orpreviously ~~accrued~~provided by usBrian toAltounian. ~~our~~At ~~Chief~~December ~~Executive~~31, ~~Officer~~2008 ~~and~~the ~~President~~remaining ~~and~~balance ~~Chief~~for ~~Operating~~these ~~Officer~~loans ~~and~~was ~~each~~$78,172. ofAt ~~our~~December ~~other~~31, ~~officers~~2008, ~~whose~~we ~~compensation~~owed ~~exceeded~~$193,079 to Brian Altounian for consulting services provided prior to his employment. At June 30, 2009, we owed $~~100~~795,000 to Brian Altounian for ~~each~~a combination of loans, consulting services and accrued salary. In connection with the acquisition by an affiliate of Mr. Altounian of 100% interest in the Company’s ~~last~~subsidiary, ~~two~~WOWIO, ~~completed~~LLC, ~~fiscal~~on ~~years~~June 30, 2009, Mr. Altounian executed a release of all such amounts owed to him by the Company as of such date as partial consideration for the purchase of WOWIO.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Scott Mitchell Rosenberg, CEO (1)	2009 2008 2007	$550,000 $300,000 $300,000	- - -	- - -	- - -	- - -	- - -	- - -	$550,000 $300,000 $300,000
Brian K. Altounian, President/COO	2009 2008 2007	$180,000 $300,000 $300,000 (2)	- - - -	- - - -	- - - -	- - - -	- - - -	- - - -	$180,000 $300,000 $300,000

The Company entered into a Credit Agreement on May 6, 2009, with Mr. Rosenberg in connection with the issuance of two secured promissory notes. Two warrants were issued to Mr. Rosenberg in connection with the issuance of various promissory notes as of May 6, 2009 and June 3, 2009. The advances in 2009 increased Rosenberg’s security interest held in the Company’s assets to approximately $3,750,000. These transactions were:

~~(1)~~May 6, 2009 Secured Debt - The May 6, 2009 secured debt has an aggregate principal amount of $~~300~~2,400,000, is convertible into shares of ~~Mr.~~the ~~Rosenberg~~Company’s ~~2007~~common stock at a conversion price of $0.048 and bears interest at the rate of eight percent per annum. The original principal amount of $752,400,000 is to be repaid upon the expiration of ~~his~~the ~~2008~~notes ~~salary~~on ~~was~~May ~~deferred~~6, 2010. The Company may prepay the notes at any time. In connection with this debt the Company also issued ten-year warrants to purchase 25,000,000 shares of the Company’s common stock for $0.048 per share.

~~(2)~~June 3, 2009 Secured Debt - The June 3, 2009 secured debt amounted to an aggregate principal amount of $~~300~~1,350,000, is convertible into shares of ~~Mr.~~the ~~Altounian~~Company’s ~~2007~~common stock at a conversion price of $0.038 and bears interest at the rate of eight percent per annum. The original principal amount of $751,350,000 is to be repaid upon the expiration of ~~his~~the ~~2008~~notes ~~salary~~on ~~was~~June ~~deferred~~3, 2010 but may be prepaid at any time. In connection with this debt the Company also issued ten-year warrants to purchase 14,062,500 shares of the Company’s common stock for $0.038 per share.

~~Outstanding Equity Awards at Fiscal Year-End Table.~~ 47

~~The~~Modification ~~following~~of ~~table~~Secured ~~sets~~Convertible ~~forth~~Notes ~~information~~Payable – On October 22, 2010, the Company entered into a series of agreements with ~~respect~~its CEO, Chairman, and a major shareholder to ~~grants~~extend the due date of ~~options~~certain existing loans made by the CEO. Pursuant to ~~purchase~~the ~~our~~terms ~~common~~of ~~stock~~the agreements, the new due date for the secured convertible notes payable totaling $2,400,000 was extended to May 6, 2011 and the ~~named~~new ~~executive~~due ~~officers~~date atfor ~~December~~the 31secured convertible notes payable totaling $1,350,000 ~~2009~~was extended to June 3, 2011. The interest rate under these loans was increased from 8% to 10%, effective upon the original due date of May 6, 2010 and June 3, 2010, respectively.

47In exchange for these due date extensions, Company granted to the CEO:

Option Awards													Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Un-earned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Scott Mitchell Rosenberg		-0-		-0-		-0-		-0-		-0-		-0-			-0-		-0-		-0-
Brian Altounian		7,965,000		-0-		-0-		$0.10		January 8, 2018		-0-			-0-		-0-		-0-

Two additional sets of warrants to purchase the Company’s common stock. The first set allowing for the exercise of up to 40,000,000 warrants to purchase shares of the Company’s common stock, at an exercise price of $0.11 per share, and the second set allowing for the acquisition of up to $3,750,000 in stock, also at an exercise price of $0.11 per share. Both sets (“New Warrants”) vested immediately and will expire on October 22, 2020; and

~~Director~~4. ~~Compensation~~As more fully described in the Intellectual Property Rights Assignment Agreement between the Company and Scott Rosenberg (included as an exhibit to the Company’s 8K filing, as amended, on December 28, 2010), 25% of gross revenues from those certain co-ownership rights assigned to Scott Rosenberg. A list of intellectual property that is excluded from this agreement is also in the exhibit to the 8K filing.

The ~~following~~notes ~~table~~and ~~sets~~warrants ~~forth~~were ~~with~~assigned ~~respect~~in October, 2010 to ~~the~~Assignment ~~named~~& ~~directors~~Collateral Holdings, ~~compensation~~LLC ~~information~~(“ACH), ~~inclusive~~an ofentity ~~equity~~managed ~~awards~~at ~~and~~that ~~payments~~time ~~made~~by ~~for~~Mr. ~~the~~Rosenberg ~~fiscal~~and ~~year~~a ~~ended~~Director ~~December~~of ~~31,~~the ~~2009~~Company.

Name (a)	Fees Earned or Paid in Cash ($) (b)		Stock Awards ($) (c)		Option Awards ($) (d)		Non-Equity Incentive Plan Compensation ($) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (f)		All Other Compensation ($) (g)		Total ($) (h)
Scott Mitchell Rosenberg		-0-		-0-		-0-		-0-		-0-		-0-		-0--
Brian Altounian		-0-		$787,500		-0-		-0-		-0-		-0-		$1,674,005-
Jill Zimmerman		-0-		-0-		$50,700-		-0-		-0-		-0-		$50,700-

Second Modification of Secured Convertible Notes Payable – In August , 2011, the Company entered into a series of agreements with ACH to extend the due date of certain existing loans originally made by the CEO. Pursuant to the terms of the agreements, the new due date for the secured convertible notes payable totaling $2,400,000 was extended to May 6, 2012 and the new due date for the secured convertible notes payable totaling $1,350,000 was extended to June 3, 2012.

48In exchange for these due date extensions, Company granted to ACH:

~~EMPLOYMENT~~Two ~~AGREEMENTS~~additional sets of warrants to purchase the Company’s common stock. The first set allowing for the exercise of up to 40,000,000 warrants to purchase shares of the Company’s common stock, at an exercise price of $0.11 per share, and the second set allowing for the acquisition of up to $3,750,000 in stock, also at an exercise price of $0.11 per share. Both sets (“New Warrants”) vested immediately and will expire on August 12, 2021.

WeDue ~~currently~~to ~~have~~the resignation of Mr. Rosenberg in May of 2011 as manager of ACH and the Director’s resignation as manager in September, 2011, the Company no ~~employment~~longer ~~agreements~~considers ~~with~~ACH ~~our~~a ~~executive~~related ~~officers~~party.

~~SECURITY~~The ~~OWNERSHIP~~exercise OFprice ~~CERTAIN~~and ~~BENEFICIAL~~the ~~OWNERS~~number ~~AND~~of ~~MANAGEMENT~~shares underlying the warrants is subject to anti-dilution adjustments from time to time if the Company issues common stock at below the exercise price at that time for the warrants. The dilutive issuances provisions of the warrants and convertible notes were triggered during the second quarter of 2011 due to issuances of common stock pursuant to the Dutchesss Opportunity Fund Agreement. As of June 30, 2011, the revised pricing on the warrants and conversions is now set at $0.0121. The revised pricing was reduced further during the third quarter of 2011 due to conversions of debt by holders of convertible notes. As of September 30, 2011, the revised pricing on the warrants and conversion is now set at $0.0044 for the warrants that were issued originally and as part of the first debt modification.

~~The~~DESCRIPTION ~~following~~OF ~~table~~CAPITAL ~~sets forth, as of June 30, 2010, the number of shares and percent of our common stock beneficially owned by:~~ STOCK

·Our ~~all~~authorized ~~directors~~capital ~~and~~stock ~~nominees,~~consists ~~naming~~of ~~them~~2,500,000,000 ·shares ~~our~~of ~~executive~~Common ~~officers~~Stock, ·$0.0001 ~~our~~par ~~directors~~value ~~and~~per ~~executive~~share, ~~officers~~of aswhich ~~a group~~434,480,010 ~~without~~shares ~~naming~~were ~~them,~~issued and ·outstanding ~~persons~~as ~~or groups known by us to own beneficially 5% or more~~ of ~~our~~November ~~common~~7, ~~stock:~~2011.

WeThe ~~believe~~holders ~~that~~of Common Stock are entitled to one vote for each share held of record on all ~~persons~~matters ~~named~~to inbe voted on by the ~~table~~stockholders. ~~have~~The ~~sole~~holders ~~voting~~of Common Stock are entitled to receive dividends ratably, when, as and ~~investment~~if ~~power~~declared ~~with~~by ~~respect~~the Board of Directors, out of funds legally available therefore. In the event of a liquidation, dissolution or winding-up of our business, the holders of Common Stock are entitled to share equally and ratably in all ~~shares~~assets ofremaining ~~common~~available ~~stock~~for ~~beneficially~~distribution ~~owned~~after bypayment ~~them.~~of liabilities.

A person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from July 14, 2010 upon the exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants or convertible securities that are held by him, but not those held by any other person, and which are exercisable within 60 days of June 30, 2010 have been exercised and converted. 48

Title of Class	Name of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Total
Common Stock	Scott Rosenberg (1)		131, 134,455		51.0%
Common Stock	Brian Altounian (2)		20,755,455		7.73%
Common Stock	Jill Zimmerman (3)		500,000		*
Common Stock	Helene Pretsky (4)		8,453,869		3.2%
Common Stock	Charlotte Rosenberg (5)		17,208,575		6.7%
Common Stock	All Executive Officers and Directors as a Group (3 persons )		160,843,779		61.9%

The holders of shares of Common Stock, as such, have no conversion, preemptive, or other subscription rights and there are no redemption provisions applicable to the Common Stock. According to the Company’s counsel, Dieterich & Mazarei, and as explained in their consent attached as an exhibit hereto, all of the outstanding shares of Common Stock are, and the Common Stock offered hereby, when issued will be, validly issued, fully paid and non-assessable.

*LessWe ~~than~~have ~~one~~never ~~percent~~paid any cash dividends on our Common Stock and do not anticipate paying any cash dividends in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

~~(1)~~Transfer ~~(2)~~agent (3) (4) Includes 135,000 shares of common stock beneficially owned by Pamela Rosenberg, the wife of Scott Rosenberg. Mr. Rosenberg disclaims beneficial ownership of these shares. Also includes 16,875,000 shares held by the Scott Mitchell Rosenberg GRIT, of which Mr. Rosenberg is the Trustee. Mr. Rosenberg, as a creditor of the Company, has warrants (to acquire 39,062,500 shares) and convertible notes ($4,294,826 in face value, without interest) which have exercise and conversion prices ranging from $0.038 to $0.048 per share and which are essentially immediately exercisable. Includes 6,750,000 shares previously owned by Brian Altounian as well as 5,250,000 shares of restricted stock granted January 9, 2008 under the Company’s 2007 Employee Incentive Program and 7,965,000 options granted on January 9, 2008 under the Company’s 2007 Employee Incentive Program which are fully vested and presently exercisable. Jill Zimmerman was granted 500,000 options on January 9, 2008 under the Company’s 2007 Employee Incentive Program, which are fully vested and presently exercisable. Includes 2,000,000 shares of restricted stock granted January 9, 2008 under the Company’s 2007 Employee Incentive Program and 6,000,000 options granted on January 9, 2008 under the Company’s 2007 Employee Incentive Program which are fully vested and presently exercisable and an additional 453,869 shares of stock issued between September and November 2009 under the Company’s 2007 Employee Incentive Program.registrar

49The transfer agent of our common stock is Computershare Limited, whose address is 250 Royall Street, Canton MA 02021. The phone number of the transfer agent is (800) 962-4284.

~~(5) These~~PLAN ~~shares~~OF ~~were sold by Ms. Rosenberg after March 31, 2010 and are no longer held by her.~~DISTRIBUTION

~~CERTAIN~~The ~~RELATIONSHIPS~~purpose ~~AND~~of ~~RELATED~~this ~~PARTY~~prospectus ~~TRANSACTIONS~~is to permit the selling stockholder to offer and resell up to 98,000,000 shares of our common stock at such times and at such places as it chooses. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution. The decision to sell any shares offered pursuant to this prospectus is within the sole discretion of the selling stockholder. If the selling stockholder were eligible to immediately acquire all of the shares to which it would be entitled pursuant to the terms of the agreement, the selling shareholder would be able to receive 200,000,000 shares (estimated using a price of $0.05 per share), however, those shares which are not subject to this registration statement could not be sold publicly without the benefit of an exemption from registration such as Rule 144.

The ~~Company~~distribution ~~has an exclusive option to enter licensing~~ of ~~rights for agreements to individual characters, subject to existing third party rights, within~~ the ~~RIP~~common ~~Awesome~~stock ~~Library of RIP Media, Inc., specific and only to those 404 Awesome Comics characters currently owned and controlled~~ by ~~RIP Media, Inc, a schedule of which has been provided to~~ the ~~Company.~~selling ~~Rip~~stockholder ~~Media,~~may ~~Inc~~be iseffected a related entity in which Scott Rosenberg is a majority shareholder. Such licensing option includes all rights worldwide, not including print and digital comic publishing rights. The ownership of the intellectual property in its entirety, including copyright, trademark, and all other attributes of ownership including but not limited to additional material created after a license agreement from ~~Rip~~time ~~Media~~ to ~~Platinum~~time ~~Studios, Inc (and however disbursed thereafter) shall be, stay and remain that of Rip Media~~ in ~~all~~one ~~documents with all parties, including the right to revoke such rights upon breaches, insolvency of the Company~~ or ~~insolvency~~more ~~of the licensee (s) or others related to exploitation of the intellectual property, and Platinum is obligated to state same in all contracts~~transactions. In ~~some cases, there are some other limitations on rights.~~ Any ~~licensing~~ of ~~rights from Rip Media to~~ the ~~Company~~common isstock ~~contingent~~may ~~upon~~be ~~and~~offered ~~subject~~for ~~to Platinum’s due diligence and acceptance of Chain of Title. Currently~~sale, wefrom ~~have~~time ~~the above exclusive right~~ to ~~enter into agreements related to the licensing of motion picture rights and allied/ancillary rights until the date upon which Platinum Studios CEO~~time, ~~Scott~~by ~~Mitchell Rosenberg is no longer~~ the ~~Company~~selling sstockholder ~~CEO~~at ~~and~~prices ~~Chairman of the Board~~ and ~~holds at least 30% of the outstanding capital stock of the Company. Rip Media Inc retains the right~~ on ~~the~~terms ~~above~~then ~~characters to enter directly into agreements to license rights~~obtainable, ~~negotiate~~at ~~and~~fixed ~~sign option agreements with other parties in so far as Platinum is made aware of the agreement prior to its signing~~prices, ~~and~~at ~~that~~prices there is economic participation to Platinum in a form similar to its agreement with Rip Media in general, and that if there is a material to change to the formula, that Platinum’s Board of Directors may require specific changes to the proposed agreement such that it conforms with other licenses from Rip Media made from January 1, 2010 forward. If the material change is cured, then ~~Rip’s~~prevailing ~~rights~~at ~~to enter into an agreement, still subject to its financial arrangement with Platinum, remain~~ the ~~same. We~~time do not have access to other characters, stories, rights (including trademarks, trade names, url’s) controlled by Rosenberg or his related entities. In regards to new acquisitions, including trademarks, Rip Media must present to Platinum, for Platinum’s acquisition, any rights it desires to acquire, and may only acquire if Platinum does not choose to acquire (within 5 business days of ~~notice)~~sale, ~~however~~at ~~this~~prices ~~acquisition restriction on Rip Media does not apply to any properties or trademarks or trade names or copyrights or rights of any kind that Scott Rosenberg or any of his~~ related ~~entities or rights~~ to ~~entities~~such heprevailing ~~may own or acquire or create that are~~prices, ~~used to be,~~ or ~~could be related~~ in ~~any~~negotiated ~~fashion~~transactions toat ~~Malibu~~negotiated ~~Comics~~prices or ~~Marvel~~otherwise. ~~Comics,~~The ~~including~~common ~~trademarks~~stock ~~and trade names that~~ may be ~~acquired~~sold by ~~Rip~~one ~~Media~~ or ~~other~~more ~~Rosenberg entities due to expiration or abandonment by Malibu, Marvel or other prior owners~~ of ~~marks from other comics or rights related companies, or, such as with trademarks, marks that may be similar only in name or a derivative of a name, which Rip has~~ the ~~unfettered right to acquire and exploit without compensation to Platinum.~~following:

~~Scott~~• ~~Mitchell~~On ~~Rosenberg~~the isOTC ~~attached~~Bulletin ~~and~~Board ~~credited at his election as producer~~ or ~~executive producer, without offset, to provide production consulting services to the Company’s Customers (Customer) (including but not limited to production companies, studios, financiers and~~ any ~~company~~other ~~related~~national tocommon ~~filmed~~stock ~~entertainment~~exchange or ~~audio~~automated ~~visual~~quotation ~~productions)~~system on ~~all~~which ~~audio~~our ~~visual~~common ~~productions~~stock ~~through Scott Mitchell Rosenberg Productions (another related entity which~~ is ~~often~~traded, inwhich ~~the~~may ~~entertainment~~involve ~~industry,~~transactions ~~referred~~solely tobetween as a ~~“loan~~broker-~~out”~~dealer ~~company)~~and ~~wholly~~its ~~owned~~customers orwhich ~~controlled~~are ~~by Scott Mitchell Rosenberg or related entities. Rosenberg’s right is absolute and~~ not ~~subject~~traded toacross ~~restriction or offset by Company. Often, at the time the Company enters into~~ an ~~agreement~~open ~~with~~market ~~a Customer, a separate contract is entered into between the related entity~~ and ~~the~~block ~~Customer~~trades. In addition, consulting services regarding development of characters and storylines may also be provided to the Company by this related entity. Revenue would be paid directly to the related entity by the Customer.

50• Through one or more dealers or agents (which may include one or more underwriters), including, but not limited to:• Block trades in which the broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus.

At• ~~December~~Purchases ~~31,~~by ~~2005,~~a webroker ~~owed~~or ~~RIP~~dealer ~~Media~~as ~~$20,000~~principal inand ~~uncollateralized~~resale ~~loans. During~~by ~~2006,~~such webroker ~~repaid~~or indealer full the $20,000 uncollateralized loans received during 2004. At December 31, 2007 we owed RIP Media $10,000 in uncollateralized loans. During 2008, we repaid $8,595 in uncollateralized loans received during 2007. These loans accrued interest at 5% for ~~the~~its ~~years~~account ~~ended~~pursuant ~~December~~to ~~31,~~this ~~2009, 2008, 2007, 2005 and 6% for the year ended December 31, 2006, respectively~~prospectus.

~~During~~• ~~2008,~~Ordinary ~~Scott~~brokerage ~~Mitchell Rosenberg loaned the company an additional $196,998 to help fund operations~~transactions.

~~During~~• ~~2008~~Transactions ~~the Company repaid $82,827~~ in ~~loans~~which ~~previously provided by Brian Altounian. At December 31, 2008~~ the ~~remaining~~broker ~~balance~~solicits ~~for these loans was $78,172~~purchasers. At December 31, 2008, we owed $193,079 to Brian Altounian for consulting services provided prior to his employment. At June 30, 2009, we owed $795,000 to Brian Altounian for a combination of loans, consulting services and accrued salary. In connection with the acquisition by an affiliate of Mr. Altounian of 100% interest in the Company’s subsidiary, WOWIO, LLC, on June 30, 2009, Mr. Altounian executed a release of all such amounts owed to him by the Company as of such date as partial consideration for the purchase of WOWIO.

~~For~~• ~~the~~Directly ~~nine months ended September 30, 2009, Scott Rosenberg loaned the Company an additional $1,103,534~~ to ~~help~~one ~~fund~~or ~~operations. The~~more ~~Company entered into a Credit Agreement on May 6, 2009, with Rosenberg in connection with the issuance of two secured promissory notes and an unsecured promissory note~~purchasers. Two warrants were issued to Rosenberg in connection with the issuance of various promissory notes as of May 6, 2009 and June 3, 2009. The advances in 2009 increased Rosenberg’s security interest held in the Company’s assets to approximately $3,750,000. These transactions were:

~~May~~• 6,A ~~2009~~combination ~~Secured Debt - The May 6, 2009 secured debt has an aggregate principal amount~~ of ~~$2,400,000,~~these ~~is convertible into shares of the Company’s common stock at a conversion price of $0~~methods.048 and bears interest at the rate of eight percent per annum. The original principal amount of $2,400,000 is to be repaid upon the expiration of the notes on May 6, 2010. The Company may prepay the notes at any time. In connection with this debt the Company also issued ten-year warrants to purchase 25,000,000 shares of the Company’s common stock for $0.048 per share.

June 3, 2009 Secured Debt - The June 3, 2009 secured debt amounted to an aggregate principal amount of $1,350,000, is convertible into shares of the Company’s common stock at a conversion price of $0.038 and bears interest at the rate of eight percent per annum. The original principal amount of $1,350,000 is to be repaid upon the expiration of the notes on June 3, 2010 but may be prepaid at any time. In connection with this debt the Company also issued ten-year warrants to purchase 14,062,500 shares of the Company’s common stock for $0.038 per share.49

~~June~~Dutchess 3,and ~~2009~~any ~~Unsecured Debt~~ broker-dealers ~~The~~who ~~remaining~~act ~~debts due Rosenberg are unsecured~~ in anconnection ~~aggregate~~with ~~principal~~the ~~amount~~sale of ~~$544,826,~~its shares are ~~convertible~~"underwriters" ~~into~~within ~~shares~~the meaning of the ~~Company’s~~Securities ~~common~~Act, ~~stock~~and atany adiscounts, ~~conversion~~concessions ~~price~~or ofcommissions ~~$0.048~~received ~~and~~by ~~bear~~them ~~interest~~and atprofit ~~the~~on ~~rate~~any resale of ~~eight~~the ~~percent~~shares ~~per~~as ~~annum.~~principal ~~The~~may ~~Company~~be isdeemed ~~required~~ to ~~make~~be ~~payments~~underwriting ~~of $29~~discounts,~~687.50~~ ~~per~~concessions ~~month~~and oncommissions ~~this~~under ~~unsecured~~the ~~debt~~Securities Act. ~~The~~Because ~~monthly~~the ~~payments~~selling ~~are~~stockholder tois bean ~~applied~~"underwriter" ~~first~~within tothe ~~interest~~meaning ~~and~~of ~~second~~the toSecurities ~~principal.~~Act, ~~The~~it ~~remaining~~will ~~principal~~be ~~amount~~subject is to bethe ~~repaid~~prospectus ~~upon~~delivery ~~the~~requirements ~~expiration~~ of the ~~note~~Securities ~~on June 3~~Act, ~~2010.~~including ~~The~~Rule ~~Company~~172 ~~may prepay the note at any time~~thereunder.

The ~~exercise~~selling ~~price~~stockholder or its underwriters, dealers or agents may sell the common stock to or through underwriters, dealers or agents, and such underwriters, dealers or agents may receive compensation in the ~~number~~form of ~~shares~~discounts ~~underlying~~or concessions allowed or reallowed. Underwriters, dealers, brokers or other agents engaged by the ~~warrants~~selling isstockholder ~~subject~~may arrange for other such persons to ~~anti-dilution~~participate. ~~adjustments~~Any fixed public offering price and any discounts and concessions may be changed from time to time. ifUnderwriters, dealers and agents who participate in the ~~Company~~distribution ~~issues~~of the common stock atmay ~~below~~be deemed to be underwriters within the ~~exercise~~meaning ~~price~~of atthe ~~that~~Securities ~~time~~Act, ~~for~~and any discounts or commissions received by them or any profit on the ~~warrants~~resale of shares by them may be deemed to be underwriting discounts and commissions thereunder. The proposed amounts of the common stock, if any, to be purchased by underwriters and the compensation, if any, of underwriters, dealers or agents will be set forth in a prospectus supplement.

~~DESCRIPTION~~Unless OFgranted ~~CAPITAL~~an ~~STOCK~~exemption by the SEC from Regulation M under the Exchange Act, or unless otherwise permitted under Regulation M, the selling stockholder will not engage in any stabilization activity in connection with our common stock, will furnish each broker or dealer engaged by the selling stockholder and each other participating broker or dealer the number of copies of this prospectus required by such broker or dealer, and will not bid for or purchase any common stock of our or attempt to induce any person to purchase any of the common stock other than as permitted under the Exchange Act.

~~Our~~We ~~authorized~~will ~~capital~~not ~~stock~~receive ~~consists~~any proceeds from the sale of ~~500,000,000~~these shares of ~~Common~~common ~~Stock,~~stock $0offered by the selling stockholder.~~0001~~ ~~par~~We ~~value~~shall ~~per~~use ~~share,~~our ofreasonable ~~which~~efforts ~~289,646,889~~to ~~shares~~prepare ~~were~~and ~~issued~~file with the SEC such amendments and ~~outstanding~~supplements to the registration statement and this prospectus as may be necessary to keep such registration statement effective and to comply with the provisions of ~~Jul~~the ~~14,~~Securities ~~2010~~Act with respect to the disposition of the common stock covered by the registration statement for the period required to effect the distribution of such common stock.

51We are paying certain expenses (other than commissions and discounts of underwriters, dealers or agents) incidental to the offering and sale of the common stock to the public. If we are required to update this prospectus during such period, we may incur additional expenses in excess of the amount estimated above. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act and the Exchange Act, subject to certain exceptions.

~~The~~In ~~holders~~order ~~of Common Stock are entitled~~ to ~~one~~comply ~~vote~~with ~~for~~certain ~~each~~state ~~share~~securities ~~held~~laws, ofif ~~record~~applicable, onthe ~~all~~common ~~matters~~stock towill be ~~voted~~sold onin bysuch ~~the~~jurisdictions ~~stockholders.~~only ~~The~~through ~~holders~~registered ofor ~~Common~~licensed ~~Stock~~brokers ~~are~~or ~~entitled~~dealers. toIn ~~receive~~certain ~~dividends~~states ~~ratably, when, as and if declared by~~ the ~~Board~~shares of ~~Directors,~~common ~~out~~stock ofmay ~~funds~~not ~~legally~~be ~~available~~sold ~~therefore.~~unless Inthey ~~the~~have ~~event~~been ofregistered ~~a liquidation, dissolution~~ or ~~winding-up~~qualified offor ~~our~~sale ~~business,~~in ~~the~~such ~~holders~~state ofor ~~Common~~an ~~Stock~~exemption ~~are~~from ~~entitled~~registration toor ~~share~~qualification ~~equally~~is ~~and ratably in all assets remaining~~ available ~~for~~and ~~distribution~~is ~~after~~complied ~~payment of liabilities~~with.

~~The~~CHANGES ~~holders~~AND ofDISAGREEMENTS ~~shares~~WITH of Common Stock, as such, have no conversion, preemptive, or other subscription rights and there are no redemption provisions applicable to the Common Stock. According to the Company’s counsel, Dieterich & Mazarei, and as explained in their consent attached as an exhibit hereto, all of the outstanding shares of Common Stock are, and the Common Stock offered hereby, when issued will be, validly issued, fully paid and non-assessable.ACCOUNTANTS

WeEffective ~~have~~January ~~never~~21, ~~paid~~2011, ~~any~~Platinum ~~cash~~Studios, ~~dividends~~Inc. on(the ~~our~~"Company"), ~~Common~~confirmed ~~Stock~~with ~~and~~its doauditors, ~~not~~HJ ~~anticipate~~Associates ~~paying~~& ~~any~~Consultants ~~cash~~( ~~dividends~~HJ in) that the ~~foreseeable~~firm ~~future.~~would Weno ~~intend~~longer tobe ~~retain~~representing ~~future~~the ~~earnings~~Company toas ~~fund~~its ~~ongoing~~accountants. ~~operations~~As ~~and~~of ~~future~~that ~~capital~~date, ~~requirements~~the ofCompany ~~our~~informed ~~business.~~HJ ~~Any~~that ~~future~~their ~~determination~~services towould ~~pay~~no ~~cash~~longer ~~dividends will~~ be atutilized by the ~~discretion~~Company. ofThe ~~the~~Company ~~Board~~engaged ofWeinberg ~~Directors~~& ~~and~~Company, ~~will~~P.A., beCertified ~~dependent~~Public ~~upon~~Accountants ~~our~~("Weinberg") ~~financial~~as ~~condition,~~its ~~results~~new ofindependent ~~operations~~accountants on January 18, ~~capital~~2011. ~~requirements~~This ~~and~~information ~~such~~was ~~other~~reported ~~factors~~on the Company’s Form 8-K as filed with the ~~Board~~United ofStates ~~Directors~~Securities ~~deems~~and ~~relevant~~Exchange Commission on January 24, 2011.

~~Transfer~~LEGAL ~~agent and registrar~~MATTERS

~~The~~Selected ~~transfer~~legal ~~agent~~matters ofwith ~~our~~respect ~~common~~to ~~stock~~the isvalidity ~~Computershare~~of ~~Limited,~~the ~~whose~~securities ~~address~~offered isby ~~250~~this ~~Royall~~prospectus ~~Street,~~will ~~Canton~~be MApassed ~~02021. The~~upon ~~phone~~for ~~number~~us ofby ~~the~~Dieterich ~~transfer~~& ~~agent~~Associates, isLos ~~(800)~~Angeles, ~~962-4284~~California.

52EXPERTS

~~PLAN~~The OFfinancial ~~DISTRIBUTION~~statements as of and for the year ended December 31, 2009, included in this prospectus have been audited by HJ Associates & Consultants, LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The purpose of this prospectus is to permit the selling stockholder to offer and resell up to 41,000,000 shares of our common stock at such times and at such places as it chooses. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution. The decision to sell any shares offered pursuant to this prospectus is within the sole discretion of the selling stockholder. If the selling stockholder was eligible to immediately acquire all of the shares to which it would be entitled pursuant to the terms of the agreement, the selling shareholder would be able to receive 100,000,000 shares (estimated using a price of $0.05 per share), however, those shares which are not subject to this registration statement could not be sold publicly without the benefit of an exemption from registration such as Rule 144.50

The ~~distribution~~financial ofstatements ~~the~~as ~~common~~of ~~stock~~and byfor the ~~selling~~year ~~stockholder~~ended ~~may~~December be31, ~~effected~~2010, ~~from~~included ~~time to time~~ in ~~one~~this orprospectus, ~~more~~have ~~transactions.~~been ~~Any~~audited ofby ~~the~~Weinberg ~~common~~& ~~stock~~Co., ~~may~~CPAs, bean ~~offered~~independent ~~for~~registered ~~sale,~~public ~~from~~account ~~time to time~~firm, byas ~~the~~stated ~~selling~~in ~~stockholder~~their atreport ~~prices~~appearing ~~and~~in onthis ~~terms~~document. ~~then~~These ~~obtainable,~~financial atstatements ~~fixed~~have ~~prices,~~been atincluded ~~prices~~in ~~then~~reliance ~~prevailing~~upon at the ~~time~~report of ~~sale~~the firm, atgiven ~~prices~~upon ~~related~~their toauthority ~~such~~as ~~prevailing~~experts ~~prices, or~~ in ~~negotiated~~accounting ~~transactions~~and ~~at negotiated prices or otherwise~~auditing. ~~The common stock may be sold by one or more of the following:~~

•WHERE OnYOU ~~the~~CAN ~~OTC~~FIND ~~Bulletin~~MORE Board or any other national common stock exchange or automated quotation system on which our common stock is traded, which may involve transactions solely between a broker-dealer and its customers which are not traded across an open market and block trades. INFORMATION

•We ~~Through~~are ~~one~~subject orto ~~more~~the ~~dealers~~information orand ~~agents~~periodic ~~(which~~reporting requirements of the Securities Exchange Act of 1934 and in accordance therewith file reports, proxy statements and other information with the SEC. Such reports, proxy statements, other information and a copy of the registration statement may ~~include~~be ~~one~~inspected orby ~~more~~anyone ~~underwriters)~~without charge and copies of these materials may be obtained upon the payment of the fees prescribed by the SEC, at the Public Reference Room maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of this public reference room by calling 1-800-SEC-0330. The Registration Statement, including all exhibits and schedules and amendments, ~~but~~has ~~not~~been ~~limited~~filed with the SEC through the Electronic Data Gathering Analysis and Retrieval system and is available to: the public from the SEC's web site at http://www.sec.gov.

~~• Block trades in which the broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus.~~ 51

•PLATINUM ~~Purchases~~STUDIOS, ~~by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this prospectus~~INC.

•INDEX ~~Ordinary~~TO ~~brokerage~~CONSOLIDATED ~~transactions.~~FINANCIAL STATEMENTS

• Transactions in which the broker solicits purchasers.

	Page
Audited Annual Financial Statements of Platinum Studios, Inc.
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets at December 31, 2010 and 2009	F-4
Statements of Operations for the Years Ended December 31, 2010 and 2009	F-5
Statements of Stockholders' Deficit for the Years Ended December 31, 2010 and 2009	F-6
Statements of Cash Flows for the Years Ended December 31, 2010 and 2009	F-7
Notes to Financial Statements	F-8

Unaudited Quarterly Financial Statements of Platinum Studios, Inc.
Balance Sheets at June 30, 2011 and December 31, 2010	F-28
Statements of Operations for the Three and Six Months Ended June 30, 2011 and 2010	F-30
Statement of Shareholders’ Deficit for the Six Months Ended June 30, 2011	F-31
Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010	F-32
Notes to Financial Statements	F-33

~~• Directly to one or more purchasers.~~ F-1

•Report Aof ~~combination~~Independent ofRegistered ~~these~~Public ~~methods.~~Accounting Firm

~~Dutchess~~To ~~and any broker-dealers who act in connection with~~ the ~~sale~~Board of its shares are "underwriters" within the meaning of the Securities Act, and any discounts, concessions or commissions received by them and profit on any resale of the shares as principal may be deemed to be underwriting discounts, concessions and commissions under the Securities Act. Because the selling stockholder is an "underwriter" within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. Directors

~~The~~Platinum ~~selling stockholder or its underwriters~~Studios, dealers or agents may sell the common stock to or through underwriters, dealers or agents, and such underwriters, dealers or agents may receive compensation in the form of discounts or concessions allowed or reallowedInc. Underwriters, dealers, brokers or other agents engaged by the selling stockholder may arrange for other such persons to participate. Any fixed public offering price and any discounts and concessions may be changed from time to time. Underwriters, dealers and agents who participate in the distribution of the common stock may be deemed to be underwriters within the meaning of the Securities Act, and any discounts or commissions received by them or any profit on the resale of shares by them may be deemed to be underwriting discounts and commissions thereunder. The proposed amounts of the common stock, if any, to be purchased by underwriters and the compensation, if any, of underwriters, dealers or agents will be set forth in a prospectus supplement.

53Los Angeles, California

~~Unless~~We ~~granted~~have anaudited ~~exemption by~~ the ~~SEC~~accompanying ~~from~~consolidated ~~Regulation~~balance Msheet ~~under~~of ~~the~~Platinum ~~Exchange Act~~Studios, orInc. ~~unless~~and ~~otherwise~~Subsidiaries ~~permitted under Regulation M,~~ (the ~~selling~~“Company”) ~~stockholder~~as ~~will~~of ~~not~~December ~~engage~~31, ~~in any stabilization activity in connection with our common stock~~2010, ~~will furnish each broker or dealer engaged by the selling stockholder~~ and ~~each other participating broker or dealer~~ the ~~number~~related ofconsolidated ~~copies~~statements of ~~this~~operations, ~~prospectus~~changes ~~required~~in byshareholders’ ~~such~~deficit ~~broker or dealer,~~ and ~~will~~cash ~~not~~flows ~~bid~~ for orthe ~~purchase~~year ~~any~~then ~~common~~ended. These ~~stock~~consolidated offinancial ~~our~~statements orare ~~attempt~~the toresponsibility ~~induce~~of ~~any~~the ~~person~~Company’s tomanagement. Our ~~purchase~~responsibility ~~any~~is ofto ~~the~~express ~~common~~an ~~stock~~opinion ~~other~~on ~~than~~these asconsolidated ~~permitted~~financial ~~under~~statements ~~the~~based ~~Exchange~~on ~~Act.~~our audit.

We ~~will~~conducted ~~not~~our ~~receive~~audit ~~any~~in ~~proceeds~~accordance ~~from~~with the ~~sale~~standards of ~~these~~the ~~shares~~Public ofCompany ~~common~~Accounting ~~stock~~Oversight ~~offered~~Board by(United ~~the~~States). Those ~~selling~~standards ~~stockholder.~~require Wethat ~~shall~~we ~~use~~plan ~~our~~and ~~reasonable~~perform ~~efforts~~the audit to ~~prepare~~obtain ~~and~~reasonable ~~file~~assurance ~~with~~about whether the ~~SEC~~consolidated ~~such~~financial ~~amendments~~statements ~~and~~are ~~supplements~~free toof ~~the~~material ~~registration~~misstatement. The ~~statement~~Company ~~and~~is ~~this~~not ~~prospectus~~required asto ~~may~~have, benor ~~necessary~~were we engaged to ~~keep~~perform, ~~such~~an ~~registration~~audit ~~statement~~of ~~effective~~its ~~and~~internal tocontrol ~~comply~~over ~~with~~financial ~~the~~reporting. ~~provisions~~Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the ~~Securities~~circumstances, ~~Act~~but ~~with~~not ~~respect~~for tothe purpose of expressing an opinion on the ~~disposition~~effectiveness of the ~~common~~Company’s ~~stock~~internal ~~covered~~control byover financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the ~~registration~~amounts ~~statement~~and ~~for~~disclosures in the ~~period~~consolidated ~~required~~financial tostatements. ~~effect~~An audit also includes assessing the ~~distribution~~accounting ofprinciples ~~such~~used ~~common~~and ~~stock~~significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

WeIn ~~are~~our ~~paying~~opinion, ~~certain~~the ~~expenses~~consolidated ~~(other~~financial ~~than~~statements ~~commissions~~referred ~~and~~to ~~discounts~~above ofpresent ~~underwriters~~fairly, ~~dealers~~in orall ~~agents)~~material ~~incidental~~respects, to the ~~offering~~financial ~~and~~position ~~sale~~ of ~~the~~Platinum ~~common~~Studios, ~~stock to the public~~Inc. Ifand weSubsidiaries ~~are~~as ~~required~~of toDecember ~~update~~31, ~~this prospectus during such period~~2010, weand ~~may~~the ~~incur~~results ~~additional expenses in excess~~ of ~~the~~their ~~amount~~operations ~~estimated~~and ~~above.~~their Wecash ~~have~~flows ~~agreed~~for ~~to indemnify~~ the ~~selling~~year ~~stockholders~~then ~~against~~ended ~~certain~~in ~~losses,~~conformity ~~claims,~~with ~~damages~~accounting ~~and~~principles ~~liabilities,~~generally ~~including~~accepted ~~liabilities~~in ~~under~~ the ~~Securities~~United ~~Act~~States ~~and~~of ~~the Exchange Act, subject to certain exceptions~~America.

InThe ~~order~~accompanying toconsolidated ~~comply~~financial ~~with~~statements ~~certain~~have ~~state~~been ~~securities~~prepared ~~laws,~~assuming ifthat ~~applicable~~the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the ~~common~~Company ~~stock~~has ~~will~~had berecurring ~~sold~~losses infrom ~~such~~operations ~~jurisdictions~~and ~~only~~had ~~through~~a ~~registered~~shareholders’ ordeficiency ~~licensed~~as ~~brokers~~of orDecember ~~dealers~~31, 2010. InThese ~~certain~~factors ~~states~~raise substantial doubt about the ~~shares~~Company’s ofability ~~common~~to ~~stock~~continue ~~may~~as a going concern. Management’s plans concerning this matter are also described in Note 2. The accompanying consolidated financial statements do not beinclude ~~sold~~any ~~unless~~adjustments ~~they~~to ~~have~~reflect ~~been~~the ~~registered~~possible orfuture ~~qualified~~effects ~~for~~on ~~sale~~the inrecoverability ~~such~~and ~~state~~classification of assets or anthe ~~exemption~~amounts ~~from~~and ~~registration~~classifications orof ~~qualification~~liabilities isthat ~~available~~may ~~and~~result isfrom ~~complied~~the ~~with.~~outcome of this uncertainty.

~~CHANGES~~/s/ ~~AND~~Weinberg ~~DISAGREEMENTS~~& ~~WITH~~Company, ~~ACCOUNTANTS~~ P.A.

~~None.~~Weinberg & Company, P.A.

~~LEGAL~~Los ~~MATTERS~~Angeles, California

~~Selected~~April ~~legal matters with respect to the validity of the securities offered by this prospectus will be passed upon for us by Dieterich & Mazarei~~15, ~~Los Angeles, California.~~2011

~~EXPERTS~~F-2

~~The~~Report ~~financial statements as~~ of ~~and~~Independent ~~for~~Registered ~~the~~Public ~~years~~Accounting ended December 31, 2009 and 2008, included in this prospectus have been audited by HJ Associates & Consultants, LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.Firm

~~The~~To ~~appraisal firm of Sanli, Pastore & Hill provided, in June, 2008, a then-current evaluation, based upon~~ the ~~assumption~~Board ~~that sufficient additional capital would be raised to allow the company to exploit most~~ of ~~its intellectual property rights. This valuation is included within earlier periodic reports, but is not being relied upon during this registration process as it is almost two years out-of-date.~~ Directors

~~WHERE~~Platinum ~~YOU~~Studios, ~~CAN FIND MORE INFORMATION~~Inc.

WeLos ~~are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and in accordance therewith file reports~~Angeles, proxy statements and other information with the SEC. Such reports, proxy statements, other information and a copy of the registration statement may be inspected by anyone without charge and copies of these materials may be obtained upon the payment of the fees prescribed by the SEC, at the Public Reference Room maintained by the SEC at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of this public reference room by calling 1-800-SEC-0330. The Registration Statement, including all exhibits and schedules and amendments, has been filed with the SEC through the Electronic Data Gathering Analysis and Retrieval system and is available to the public from the SEC's web site at http://www.sec.gov.California

54We have audited the accompanying consolidated balance sheet of Platinum Studios, Inc. and subsidiaries as of December 31, 2009, and the related consolidated statement of operations, shareholders' deficit, and cash flows for the year ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~PLATINUM~~We ~~STUDIOS~~conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, ~~INC~~on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~INDEX~~In TOour ~~CONSOLIDATED~~opinion, ~~FINANCIAL~~the ~~STATEMENTS~~consolidated financial statements referred to above present fairly, in all material respects, the financial position of Platinum Studios, Inc. and subsidiaries as of December 31, 2009, and the results of their operations and their cash flows for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

Audited Annual Financial Statements of Platinum Studios, Inc.	Page
Report of Independent Registered Public Accounting Firm	54
Balance Sheets at December 31, 2009 and 2008	55
Statements of Operations for the Years Ended December 31, 2009 and 2008	56
Statements of Stockholders' Deficit for the Years Ended December 31, 2009 and 2008	57
Statements of Cash Flows for the Years Ended December 31, 2009 and 2008	58
Notes to Financial Statements	60
Unaudited Quarterly Financial Statements of Platinum Studios, Inc.
Balance Sheets at March 31, 2010 and December 31, 2009	77
Statements of Operations for the Three Months Ended March 31, 2010 and 2009	79
Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009	80
Notes to Financial Statements	81

We were not engaged to examine management's assessment of the effectiveness of Platinum Studios, Inc.'s internal control over financial reporting as of December 31, 2009, included in the accompanying Form 10-K and, accordingly, we do not express an opinion thereon.

55The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations which have resulted in an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Report~~/s/ ofHJ ~~Independent~~Associates ~~Registered~~& ~~Public~~Consultants, ~~Accounting Firm~~LLP

ToHJ ~~the~~Associates ~~Board~~& ofConsultants, ~~Directors~~LLP

~~Platinum~~Salt ~~Studios~~Lake City, ~~Inc.~~Utah

~~Los~~March ~~Angeles~~31, ~~California~~2010

We have audited the accompanying consolidated balance sheets of Platinum Studios, Inc. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, shareholders' deficit, and cash flows for each of the two years in the period ended December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.F-3

WePLATINUM conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examiningSTUDIOS, ~~on a test basis, evidence supporting the amounts and disclosures in the financial statements~~INC. An ~~audit~~AND also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.SUBSIDIARIES

InCONSOLIDATED ~~our~~BALANCE opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Platinum Studios, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.SHEETS

	December 31, 2010			December 31, 2009

ASSETS

Current assets:
Cash and cash equivalents	$	76,275		$	152,067
Restricted cash		-			127,890
Accounts receivable, net		-			23,817
Prepaid expenses		100,940			156,132
Other current assets		438,799			863,234
Total current assets		616,014			1,323,140
Property and equipment, net		76,631			122,295
Investment in film library		9,449,207			11,492,135
Assets held for sale		12,000			40,000
Character rights, net		-			45,652
Deposits and other		321,160			298,118
Total assets	$	10,475,012		$	13,321,340
LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
Accounts payable	$	1,195,673		$	1,324,780
Accrued expenses and other current liabilities		1,278,092			1,325,304
Deferred revenue		3,973,738			1,681,653
Short term notes payable		10,960,274			12,541,105
Related party payable		347,500			-
Related party notes payable, net of debt discount		1,279,018			3,103,973
Derivative liability		7,763,968			1,201,000
Accrued interest - related party notes payable		189,770			182,003
Capital leases payable, current		11,627			48,406
Total current liabilities		26,999,660			21,408,224

Capital leases payable, non-current		-			11,627
Total liabilities		26,999,660			21,419,851

Commitments and contingencies

Shareholders' Deficit:
Common stock, $.0001 par value; 500,000,000 shares authorized; 310,345,811 and 271,255,629 issued and outstanding, respectively		31,035			27,126
Common stock subscribed		-			732,196
Additional paid in capital		17,478,740			15,237,067
Accumulated deficit		(34,034,423	)		(24,094,900	)
Total shareholders' deficit		(16,524,648	)		(8,098,511	)
Total liabilities and shareholders' deficit	$	10,475,012		$	13,321,340

The accompanying ~~financial~~footnotes ~~statements~~are have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations which have resulted in an ~~accumulated~~integral ~~deficit. This~~part ~~raises~~of ~~substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to~~ these ~~matters~~consolidated ~~are also described in Note 2. The~~ financial statements ~~do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/ HJ Associates & Consultants, LLP~~F-4

HJPLATINUM ~~Associates~~STUDIOS, &INC. ~~Consultants,~~AND ~~LLP~~SUBSIDIARIES

~~Salt~~CONSOLIDATED ~~Lake~~STATEMENTS ~~City, Utah~~OPERATIONS

March 31, 2010

	Years Ended December 31,
	2010			2009

Net revenue	$	2,273,241		$	292,940

Costs and expenses:
Cost of revenues		558,122			73,390
Operating expenses		3,053,057			2,168,285
Development costs		308,992			196,688
Impairment of investment in film library		3,200,000			-
Total costs and expenses		7,120,171			2,438,363
Operating loss		(4,846,930	)		(2,145,423	)
Other income (expense):
Other income		68,941			-
Gain on disposition of assets		295,220			259
Gain on settlement of debt		26,870			453,451
Gain (Loss) on valuation of derivative liability		429,391			(267,000	)
Cost of private placement		(3,276,301	)		-
Interest expense		(2,636,714	)		(1,373,755	)
Total other income (expense):		(5,092,593	)		(1,187,045	)
Loss from continuing operations		(9,939,523	)		(3,332,468	)
Loss from discontinued operations		-			(52,354	)
Net loss	$	(9,939,523	)	$	(3,384,822	)

Basic and diluted loss per share:
Loss from continuing operations	$	(0.03	)	$	(0.01	)
Loss from discontinued operations		-			(0.00	)
Net loss per share	$	(0.03	)	$	(0.01	)
Basic and diluted weighted average shares		288,980,145			266,455,893

56The accompanying footnotes are an integral part of these consolidated financial statements

~~PLATINUM STUDIOS, INC.~~F-5

~~CONSOLIDATED~~PLATINUM ~~BALANCE~~STUDIOS, ~~SHEETS~~INC. AND SUBSIDIARIES

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~footnotes~~OF ~~are~~CHANGES anIN ~~integral~~SHAREHOLDERS’ ~~part of these consolidated financial statements~~DEFICIT

57For the Years Ended December 31, 2010 and 2009

PLATINUM STUDIOS, INC.

	Common Stock Shares		Common Stock Amount		Common Stock Subscribed			Additional Paid- In Capital		Accumulated Deficit			Total

Balance at December 31, 2008		255,819,266	$	25,582	$	-		$	11,650,875	$	(20,710,078	)	$	(9,033,621	)

Common stock issued for cash in private placement at $0.05 per share, $0.0001 par value		2,466,667		247		-			119,753		-			120,000
Common stock issued for debt and accounts payable conversion at fair value of shares issued		3,797,879		380		-			263,936		-			264,316
Common stock subscribed for cash in private placement at $0.05 per share.		-		-		732,196			-		-			732,196
Common stock issued for the acquisition of Wowio,LLC		7,000,000		700		-			559,930		-			560,630
Equity adjusment for sale of Wowio, LLC		-		-		-			1,720,216		-			1,720,216
Value of equity instruments issued in connection with convertible notes payable		-		-		-			715,904		-			715,904
Fair value of options issued for services		-		-		-			88,266		-			88,266

Common stock issued for services from $0.04 to $0.07 per share		2,171,817		217		-			118,187		-			118,404
Net loss		-		-		-			-		(3,384,822	)		(3,384,822	)
Balance at December 31, 2009		271,255,629		27,126		732,196			15,237,067		(24,094,900	)		(8,098,511	)

Common stock issued for cash in private placement at $0.05 per share		29,946,424		2,995		(732,196	)		1,494,326		-			765,125
Common stock issued for conversion of debt and accounts payable		2,399,761		240		-			123,476		-			123,716
Common stock issued for services from $0.05 to $0.13 per share		6,743,997		674		-			377,246		-			377,920
Fair value vesting of stock options issued for services		-		-					246,625		-			246,625
Net loss		-		-		-			-		(9,939,523	)		(9,939,523	)
Balance at December 31, 2010		310,345,811	$	31,035	$	-		$	17,478,740	$	(34,034,423	)	$	(16,524,648	)

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying ~~OPERATIONS~~footnotes are an integral part of these consolidated financial statements

58F-6

~~The~~PLATINUM ~~accompanying~~STUDIOS, ~~footnotes~~INC. ~~are~~AND ~~an integral part of these consolidated financial statements~~ SUBSIDIARIES

~~PLATINUM~~CONSOLIDATED ~~STUDIOS,~~STATEMENTS ~~INC.~~OF CASH FLOWS

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

	Years ended December 31,
	2010			2009
Cash flows from operating activities
Net loss	$	(9,939,523	)	$	(3,384,822	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		47,084			64,022
Amortization		45,652			91,304
Gain on diposal of assets		(295,220	)		(259	)
Impairment of investment in film library		3,200,000			-
Gain on settlement of debt		(26,870	)		(453,451	)
Fair value of stock options issued for services		246,625			85,766
Fair value of stock issued for services		277,561			116,993
Amortization of debt discount		2,008,106			920,816
Cost of private placement		3,276,301			-
(Gain)/Loss on valuation of derivative liability		(429,391	)		267,000
Decrease (increase) in operating assets:
Restricted cash		127,891			(127,891	)
Accounts receivable		23,817			(15,005	)
Investment in film library		(1,157,072	)		(13,995,499	)
Prepaid expenses and other current assets		479,627			(343,225	)
Deposits and other assets		(23,042	)
Increase (decrease) in operating liabilities:
Accounts payable and related party payables		329,495			426,376
Accrued expenses		62,341			468,860
Accrued interest		(26,175	)		77,598
Deferred revenue		2,292,085			834,870
Interest accrued on short-term notes payable		390,816			-
Net cash flows provided by (used in) operating activities		910,108			(14,966,547	)

Cash flows from investing activities
Proceeds from sales of property and equipment and assets held for sale		359,800			-
Purchases of property and equipment		(38,000	)		(2,956	)
Net cash flows provided by (used in) investing activities		321,800			(2,956	)

Cash flows from financing activities
Proceeds from short-term notes payable		1,073,854			14,390,341
Proceeds from related party notes payable		7,500			1,366,561
Payments on short-term notes payable		(3,042,173	)		(142,843	)
Payments on related party notes payable		(90,562	)		(1,353,160	)
Payments on capital leases		(21,444	)		(22,102	)
Issuance of common stock, net of offering costs		765,125			840,750
Net cash flows (used in) provided by financing activities		(1,307,700	)		15,079,547

Filing Compare · Platinum Studios, Inc.