Pure Vanilla eXchange Inc. (fka PVNX)

[TOUCAN]

PART I - Financial Information

Using the patent-pending technology that we have licensed from Nimble Group and other technology that we intend to develop, consumers will be able to purchase goods and services by using either an online pV Account or a pV Card. Monetary value can be stored in pV Accounts online. Monetary value will be able to be stored on pV Cards at retail outlets in the United States. The use of pV Accounts and/or pV Cards will permit consumers to purchase products and services in a safe and secure environment without having to compromise their identity or credit.

Our anonymous cash transactions will eliminate the merchant’s exposure to charge-backs, reduce processing fees and significantly accelerate cash flow. We will support recurring and "pay per minute" billing and provide dynamic reporting to the merchants. We will also address current challenges that consumers face, such as user anonymity, credit card charge-backs and fraud.

Our revenue model has three components: Loading Fees, Account Management Fees and Processing Fees.

Loading fees are charged to a consumer who purchases a pV Card in a store or funds an online account. We will charge a $4.00 load fee to the consumer in a store. That fee is shared among us, the retailer and the distributor. We will receive 100% of the $2.00 online load fee.

We may charge an account management fee to pV Cardholders and consumers having pV Accounts if there are no transactions on the relevant card or in the relevant account where permitted by law.

Online merchants will be charged a processing fee that is a percentage of the revenue they receive from transactions that involve the use of pV Cards and pV Accounts. We currently do not intend to charge merchants a set-up fee or require a cash reserve, although we may do so in the future. We intend to evaluate the sufficiency of our fee structure on an ongoing basis in light of our experience.

Our costs for online transactions will be comprised of technology licensing costs and bank fees. We have licensed the core technology that we use from Nimble Group and pay Nimble Group a license fee.

In April 2006, we completed a Beta test of our products. Since then, we have begun to sign up websites to accept our products for payment for the goods and services that they sell. On June 23, 2006 we began providing our product to consumers. There were no sales during the period June 23, 2006 through June 30, 2006.

In June 2006 we began to advertise on certain channels of Sirius Radio such as Howard Stern, Playboy Radio and Maxim Radio to attract both consumers and websites. We plan to attend and exhibit at industry and trade shows and intend to sponsor selected industry events to sell cards to consumers and to continue our brand building and networking efforts within the industry. We will also continue to promote our brand through the issuance of press releases and articles on websites and in trade publications.

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