Soleil Film Presents New Business Plan

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Unique business plan for financing feature length motion pictures using common stock

Soleil Film, Inc. (OTCBB:SFLM) announced its new business plan today. According to the company, Soleil Film, Inc., which is currently in the process of a $3.5 million offering of its common stock, is in the business of development, production and distribution of feature films and has recently acquired the award winning television series, Autograph. We are currently in various stages of production on three feature films. The company's web site, http://www.soleilfilm.com , contains a more detailed version of the business plan, as well as trailers of films and graphics.

Soleil's common stock is quoted on the National Quotation Bureau’s pink sheets at the present time, under the trading symbol, SFLM. Soleil is in the process of completing an audit of its financial statements in order to regain its quotation on the over-the-counter bulletin board, but there can be no assurance that the NASD will approve it.

Strategy

Soleil knows that independent films depend on financing, which is risk capital typically put up by a small group of investors. If the film is successfully made and distributed, the investors can usually look forward to a return within one to two years. After the film is made, its success depends on a distributor investing a significant amount of money into its promotion. Soleil has taken the risk, uncertainty and time out of the equation. The company’s unique model allows investors to purchase shares representing equity of the company. The benefit to the company is that, since it is an equity investment, the company has no obligation to repay investors their investment plus interest. Investors have a built in exit strategy at the moment of their investment, and their investment risk is spread out over the company’s entire library. The cost of the film is booked as an asset, making it more attractive to distributors and setting a break-even book value of the film.

Film Production

In October 2003, we acquired from our principal shareholders the screenplay for the feature film, Say it in Russian, and the Autograph television series, in exchange for common stock.

In November 2003, we entered into an investment agreement with Falla, LLC to acquire 20% of the equity interests in the feature film Fallacy, in exchange for an investment of $150,000, which investment has been completed. The agreement guaranteed us the return of our initial $150,000 investment, as well as a guaranteed profit in addition to our 20% equity interest.

In July 2004 we entered into a co-production agreement with M G Productions for the production of Miriam, pursuant to which we acquired a 32% interest in the film.

Fallacy

Fargo meets American Beauty in a Malibu Deceptive World. For money. For murder. For each other. In their deceptive world, you can't buy freedom, you can only steal it.

“Fallacy,” is directed by Jeff Jensen, with cinematography by Ric Waite (Footloose, 48 Hours, Brewster’s Millions), produced by Randolf Turrow and edited by Academy Award Winning Editor Scott Conrad (Rocky.)

Say it in Russian

"Say it in Russian" is a feature film in pre production.

“Say it in Russian,” is set in the picturesque capitals of Paris and Moscow. While in Paris, Andrew meets and falls in love with a young Russian girl. The girl has recently broken up from a relationship with Jean-Louis, a controlling Frenchman, who is not prepared to let her go. Daria’s father, Raf, is a rich Russian mafia oligarch. In their quest to be together, Daria and Andrew face the Russian FSS (the ex-KGB,) and the Russian mafia, and concoct an elaborate plan to escape to safety.

Miriam

"A Woman for All Time," is the theme for "Miriam," inspired by the true story of one woman's survival and success, which takes place in Lithuania over a period of forty years, from the German occupation of World War II through the Soviet era. It is in this terrible historic setting that Miriam Shafer, as a young girl, learns to survive by assuming another identity.

Television Production

The Autograph television series is a weekly celebrity biography series. We have shot 30 and produced 26 half-hour episodes of the Autograph series. The Autograph series features interview based profiles of international celebrities, such as Robert Duval, Ben Kingsley, Laura Linney and Bo Derek. Each show is based on an in-depth interview with a particular star, complete with photographs and film clips.

Soleil has delegated the marketing of Autograph to O2C Distribution (http://www.o2C.us,) who markets the Autograph series to distributors and programmers.

In January, 2003, the Autograph series was awarded a Bronze World Medal for excellence in international television programming, from the New York Festivals. In May, 2003, Autograph’s Episode Number 1 on Janet Leigh received a Globe Gold Award from the World Media Festival in Hamburg, Germany.

Industry

The motion picture industry is a constantly changing and multi-faceted business. It consists of two principal activities: production and distribution. Production involves the development, financing, and making of motion pictures; distribution involves the advertising, publicizing, licensing, promotion, and physical reproduction, delivery, and in sequential order of markets, the exhibition of completed motion pictures.

Development of a motion picture begins when a company or individual purchases a literary property, usually a screenplay or a book. Once financed, through studio, equity or other financing, the project will move into pre-production, which involves engaging the creative personnel, finalizing the shooting schedule and the budget. Principal photography consists of the actual filming of the motion picture. After principal photography begins post-production, during which opticals, music and sound effects are added, and music soundtracks and picture are synchronized to produce the negative from which release prints are struck. Also during post-production, materials are created directly relating to the distribution of the motion picture, e.g., trailers for television and theatrical exhibition and advertising campaigns.

Shortly after post-production, a motion picture is made ready for distribution. The economic life of a feature film may last for decades; but generally the bulk of the revenues will be earned over the first three-year period. The first year’s revenues will consist primarily of theatrical revenues. The second year’s revenues usually consist of mostly home video rentals, DVD sell-through and pay television revenues. The third year may consist of free television revenues and the continued DVD sell-through market.

The smaller production company usually raises money for one motion picture at a time, although there may be other films in different phases of development. Many companies are owned or controlled by one creative principal, such as a writer/director or writer/producer in combination with a financial partner or group. These independents make low-budget pictures, usually in the $100,000 to $5 million range.

The movie-going public continues to prove that the cost of a motion picture and the revenues generated do not necessarily correlate. Notable examples of low-cost motion pictures that have gone on to become box office successes include My Big Fat Greek Wedding ($5 million budget/$241 million domestic box office gross), Swimfan ($5 million budget/$28 million domestic box office gross) and Whale Rider ($3.5 million budget/$20.8 million domestic box office gross).

Officers and Key Employees

Duncan Clark. Mr. Clark is our Executive Consultant, since April 2004. Mr. Clark served as president of Columbia TriStar Distribution International from April 1996 through July 7, 2000, and, prior to his appointment as president, served as the vice president and head of International Marketing at Sony Entertainment. Clark has worked with some of the industry's top talent on both sides of the camera, overseeing the marketing and distribution of over 1,000 films in over sixty countries worldwide. During his years with Sony he has played a key role in the box office success of films such as “Erin Brokovich,” “Jerry Maguire,” "A Few Good Men," "Jumanji," "Men in Black," "As Good As It Gets," "My Best Friend's Wedding," “Sense and Sensibility,” and "Mask of Zorro." He has also been instrumental in Sony’s successful entry into the international film production arena. Among his many accomplishments and awards, Clark oversaw the company's first billion dollar year at the international box office in 1997 and was CineExpo's 1998 Distributor of the Year recipient.

Kenneth G. Eade. Mr. Eade is the current Chief Financial Officer of Soleil, since October 5, 2003. From 1998 to the present time, he has been engaged in the practice of corporate and securities law, doing public and private offerings, SEC filings, blue sky state filings, mergers and acquisitions, and helping small to medium sized development stage companies to obtain quotations of their securities on recognized quotation mediums. From 1987 through 1998, he was engaged in the practice of general law, emphasizing corporate and securities law. From 1980 through 1987, he was engaged in the practice of general law, including business and corporate law, bankruptcy liquidation and reorganization, civil litigation and criminal litigation. He is a member of the California Bar, the federal District Court for the Central District of California, and the Ninth Circuit Court of Appeals. He holds a Juris Doctor in Law from Southwestern University School of Law, 1980, and a B.A. in Liberal Studies from California State University, Northridge, 1977.

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Kenneth Eade