" -->

ITEM 1. BUSINESS

GENERAL

Impreso, Inc. (“the Company”) is the holding company of TST/Impreso, Inc. (“TST”), a manufacturer and distributor to dealers and other resellers of various paper and film products for commercial and home use in domestic and international markets, Hotsheet.com, Inc., the owner of Hotsheet.com ® , an online web reference directory, and Alexa Springs, Inc. (“Alexa Springs”), the company’s natural spring water bottling subsidiary.

The primary operating company, TST, a wholly owned subsidiary, was founded in 1976. TST operates in the hardcopy supply market, which encompasses those products used with a hardcopy output or “imaging” device. Approximately 98% of TST’s total output is initially sold domestically. Independent resellers purchase and may further distribute the products internationally. Through its four manufacturing facilities and 49 public distribution warehouse locations throughout the United States and in Quebec, Canada, TST manufactures and distributes its products under its own IMPRESO ® label, generic labels and private labels.

The hardcopy imaging business is a very competitive industry. Advances in hardware and imaging material technology have accelerated business and public consumption of new types of products and are changing the industry’s customers, products and channels of distribution. TST has strategically located its distribution points so that it can deliver its hardcopy imaging products to customers in most major cities in the United States within 24 hours. TST has approximately 3,200 customers, ranging in size from s forms dealers to large office product wholesalers with multiple offices and branches. An increasing segment of our customer base has been large and medium size mass merchants, including computer and office superstores. Our primary method of generating sales contacts is through our own sales force, manufacturers’ sales representatives, extensive marketing programs, referrals and reputation.

Another subsidiary, HotSheet.com, Inc. manages the HotSheet web directory at www.hotsheet.com . HotSheet is a popular single page directory of top web sites in categories such as news, finance, travel and shopping, organized for easy access. HotSheet also features an efficient co-branded search engine, free e-mail service, and allows users to create their own page of links utilizing the company’s unique My HotSheet service. Services provided by Hotsheet.com include Hotsheet Super Search, a “meta-search” that combines results from multiple web search engines and ranks them by relevance, and My Hotsheet, a unique method of bookmark management that lets users create their own personalized page of categorized favorite links. For the years ended August 31, 2005, 2004 and 2003, net sales of Hotsheet.com, Inc. amounted to $172,276, $138,239 and $158,755, respectively.

Our other wholly owned subsidiary, Alexa Springs, Inc. produces bottled natural spring water from the Ouachita Mountains near Mt Ida, Arkansas. Production of Alexa Springs Natural Spring Water began in Fiscal 2005. TST sells and distributes the Alexa Springs water products. Initially, we are selling the water in one-half liter (16.9 oz.) bottles packaged in a shrink-wrapped 24 count case under our brand, Alexa Springs and as private label. The distribution model of the water division is similar to our paper products; the weight and width of the pallets of each are approximately equal and a majority of the target customers, such as wholesale clubs and office superstores, are similar. Target markets also include private label customers for whom we apply a custom designed label to the bottled water for resell or promotional giveaway. We are currently selling approximately 150 private label customers. For Fiscal 2005, net sales of bottled water amounted to $202,184.

TST’S PRODUCTS

The hardcopy imaging product line during Fiscal 2005 consisted of the following:

Continuous Computer Stock Business Forms. We maintain a wide variety of standard continuous computer stock business forms in various types of papers, formats for readability and contrast, and basis weights. Upon request, we occasionally produce customized forms for larger customers.

Thermal Facsimile Paper. Our thermal facsimile papers are suitable for use with all original equipment manufacturers’ (OEM’s) machines currently on the market and are warranted against damage that the paper may cause to a customer’s thermal facsimile machine.

Cut Sheet Paper for use in Laser Printers, Copying Machines and Plain Paper Facsimile Machines.

Desktop Ink Jet Papers & Specialty Papers. Items are sold through retail and distributors. These products include Digital Photo Ink Jet Paper, Gloss Coated Ink Jet Paper, Ink Jet Coated Canvas, T-Shirt Transfers, Ink Jet Greeting Cards, Ink Jet Bumper Stickers, Photo Quality Business Card Size Magnets, CD/DVD Sleeves, CD/DVD Labels, Ink Jet Address Labels, Two Sided Glossy Coated Ink Jet Paper and Professional Grade Ultimate Glossy Photo Paper. Desktop Ink Jet Papers are primarily used by the home-users, printing images from digital cameras and the internet.

Transparency Film. For Ink Jet printers, Copier and Laser printers, and Color Laser printers.

Add/Cash/POS/ATM Rolls. Available in bond, thermal and carbonless, including a complete line of ATM Rolls. Custom printed POS/Add Rolls are available, with the company name, logo, return policy, etc.

High Speed Laser Roll Paper. High speed laser roll paper is specifically engineered for high speed roll fed printing systems, such as IBM ® , Xerox® or OCE® systems. These rolls are used by companies, such as investment banking institutions and publishing companies, for variable data output applications, such as customized statements and book publishing. The advantages of using high speed roll fed printing systems for mass production over traditional methods of offset printing are lower costs and faster speeds of production without sacrificing image quality.

Engineering Rolls & Sheets. Available in 20# Bond, Vellum, Translucent Bond and Mylar, in a variety of widths and lengths. These products are used with wide format printing and copying equipment, such as those used by architectural and engineering firms for design plans and renderings. Also available in Bulk Bins for large users to buy in bulk and conveniently store.

Wide Format Ink Jet Media. Available in a wide variety of coated papers and films; CAD Bond, Coated Bonds, Photobase, Proofing Media, Canvas, Piezo Photobase, Films and Outdoor Banner Material.

Processed Laser Cut Sheets. Laser cut sheets are micro-perforated and/or pre-punched cut sheets used in copiers, laser printers and ink jet printers for applications such as return/reply promotional materials, billing and remittance statements, or coupons. Users can keep printing projects in-house by eliminating the use of outside sources for custom forms.

The natural spring water product line during Fiscal 2005 consisted of the following:

One-half liter (16.9 oz.) bottles packaged in a shrink-wrapped 24 count case under our brand, Alexa Springs and as private label.

TST’S TRADEMARK LICENSE

In April 1997, TST entered into a non-exclusive Trademark Licensing Agreement with IBM. Under this agreement TST manufactures and distributes a selected line of paper products within the United States, Canada and Mexico under the IBM brand name. Through various amendments the authorized product lines was expanded and the term was extended to April 30, 2007. On December 1, 2004, International Business Machines, Inc (“IBM”) and TST/Impreso, Inc. (“TST”) agreed to terminate their Trademark Licensing Agreement. Through the conclusion of Fiscal 2005, TST substantially completed the sale of all products manufactured under the license agreement which remained in inventory.

TST’S MARKETING AND DISTRIBUTION

TST markets its products to approximately 3200 customers through its own sales force and established manufacturers’ representatives. TST’s targeted customers are business consumable and office machine dealers and large and medium size mass merchants, including computer and office superstores. We are continually seeking to diversify our customer base and distribution channels. The incorporation of non-traditional but related product categories into our expanding product line may facilitate our access to different distribution channels.

TST has 53 distribution points (49 public distribution warehouses and four manufacturing locations), for its hardcopy imaging products, which enable it to deliver products to most major cities in the United States within 24 hours. TST has one additional distribution point for its water products, the natural spring water bottling plant in Arkansas. TST’s primary method of generating revenue is through its own sales force. The members of this sales force generally seek business within specific geographic territories. Manufacturers’ representatives serve as an important supplementary source of sales and marketing. Their territories are identified by specific accounts or prospects, primarily those of a retail nature.

TST sells to the following types of customers:
•   Business Forms Dealers — Businesses that primarily buy and resell various types of business forms. Examples include Vanguard Direct, American Business Forms and Better Business Forms.  
•   Wholesale Stationers — Businesses that supply a large variety of office products to office product dealers. Wholesale stationers generally do not sell directly to the end user. Examples include United Stationers, and SP Richards.  
•   Office Products Dealers — Businesses that generally purchase a majority of their products from wholesale stationers, but often negotiate directly with manufacturers. Examples include Navrat’s Office Products and Crest Office Supply.  
•   Paper Merchants — Businesses that sell all types of papers to printers and dealers and directly to end users. Examples include Unisource, Xpedx and Ris Paper.  
•   Consumer Electronics Stores — Businesses that sell retail to the end user in a broad spectrum electronics environment. Examples include Fry’s Electronic and Best Buy.  
•   Mass Merchants — Discount department stores with retail sections that sell computer, copier and facsimile related supplies. Examples include Shopko.

•   Grocery and Drug Store Chains — Businesses that sell computer consumables as a convenience to its customer and secondary sale to its primary target product. Examples include Walgreen’s, Kroger and Rite-Aid.  
•   Wholesale Clubs/Office Superstores — Businesses that sell large quantities of inventory at or near wholesale prices to end users and dealers. These stores generally do not provide the credit, delivery and other types of services and support to the extent that wholesale stationers provide their customers. Examples include Staples, Costco and BJ’s.  
•   Buying Groups — Groups of dealers, ranging from ten to 400 members, that combine their buying power to receive, among other things, volume discount pricing and rebate incentives from manufacturers. Examples include Independent Stationers, Association of Independent Printing Paper Merchants, and Trimega.  
•   Computer Aided Design (CAD) Supply Dealers — Dealers that typically sell wide format supplies and papers to architects and engineers.  
•   Contract Stationers — Companies that offer a complete catalog of office and business supplies generally to large corporations. In many cases, various types of products are bundled and sold under contract. Examples include Corporate Express, Boise Cascade Office Products and Staples.  
•   Cash Register Supply Dealers — Dealers that sell cash register systems and point of sale supplies to businesses such as restaurants and retail vendors. Examples include Impact Paper, Paper Rolls Plus and Systems Supply.

We also sell bottled water products to these types of customers: Beverage Distributors, Convenience Stores, Private Label Water Resellers, Food Distributors, and Restaurant Supply Distributors.

Though TST has specialized in select markets and has emphasized service and long-term relationships to meet customer needs more effectively, there are no long-term contractual relationships between it and any of its customers. One customer, Staples, Inc. (“Staples”) accounted for more than 10% of TST’s sales in the years ended August 31, 2005 (“Fiscal 2005”) 2004, and 2003. In Fiscal 2005, the purchases by Staples decreased substantially. This reduction had a material adverse effect on our financial position, results of operations and cash flows in Fiscal 2005. TST may in the future be dependent on other significant customers, the loss of which could also materially adversely affect our financial position, results of operations and cash flows.

SUPPLY AND INVENTORY: HARDCOPY IMAGING PRODUCTS

We believe that it is necessary for TST to maintain a sufficient inventory of finished goods and raw materials to adequately service its customers. In prior years inventory levels had been increased to facilitate the introduction of new brands and expanded product lines. However, at the beginning of the year ended August 31, 2002, we implemented a program to reduce inventory levels. Since implementation, over a four year period inventory levels were reduced from $38.5 million to $16.8 million. This is in addition to the depletion of $3 million of inventory acquired in the purchase of the assets of a business during that period. Since meeting the program goals in late Fiscal 2005, we have discontinued the reduction of inventory program.

In recent years we have depended primarily on domestic vendors of paper stock raw materials, which historically charge higher prices for those raw materials than international vendors. Although our prices for

paper stock raw materials remained stable throughout Fiscal 2005, pricing on a majority of other components of our finished goods, increased. Not all of these increases were effectively passed through to a majority of our customers. We believe that paper stock raw material prices may remain stable in Fiscal 2006.

TST bears the risk of increases in the prices charged by its suppliers and decreases in the prices of raw materials held in its inventory. If prices for products held in its finished goods inventory decline, or if prices for raw materials required by it increase, or if new technology is developed that renders obsolete products distributed and held in inventory by TST, the Company’s business could be materially adversely affected.

TST purchases raw paper, coated thermal facsimile paper, coated technical paper, carbon and carbonless paper (consisting of a wide variety of weights, widths, colors, sizes and qualities), transparency film, packaging and other supplies in the open market from a number of different companies around the world. We believe that TST has adequate sources of raw material supplies to meet the requirements of its business. We believe that we have a good relationship with all of our current suppliers.

SUPPLY AND INVENTORY: NATURAL SPRING BOTTLED WATER

In Fiscal 2005, we started building bottled water inventory at our one bottling and four hardcopy image manufacturing facilities. We do not store bottled water products at public warehouses. Hurricanes Katrina and Rita created a large demand for our water products and substantially depleted our initial inventory. Water inventory requires more frequent inventory turns than hardcopy imaging products, since the shelf life of water is shorter. The increase in our sales created by the hurricanes at the end of the high demand season for bottled water will allow us to build fresh water inventory for March, which is the beginning of the next high demand season in the bottled water product cycle.

Effective December 1, 2004, TST executed a long term real estate lease and water supply agreement with Alexa Springs Water Company, a company owned by stockholders of TST. Under the ten year water supply contract TST executed, Alexa Springs Water Company must sell to TST and TST must purchase all of the production of the springs. TST also executed a ten year lease that runs concurrently with the water supply agreement on the land and buildings, approximately 34,200 square feet, which house the springs. Both of these agreements have an automatic renewal of second ten year terms if not terminated in accordance with the agreements. Currently the Alexa Springs are producing substantially more spring water than we are bottling and selling.

MARKET CONDITIONS OF TST

Historically, the primary product produced by the Company was continuous feed business forms. In Fiscal 2005, for the first time in our history of almost 30 years, the sales of continuous forms fell to below 50% of the gross revenue for all products. Management believes that the total market for business forms, which declined in 2005, will continue to decline in 2006. Our percentage of revenue derived from this product decreased from 53% in the year ended August 31, 2004 (“Fiscal 2004”) to 36.9% in Fiscal 2005. Management expects this product category’s contribution percentage to sales to stabilize in Fiscal 2006, partially due to the recognition of the loss of portions or all the business of key customers in Fiscal 2005 and management’s anticipation of retaining current customers, or regaining lost business in this product category.

The loss of significant customers, mergers of customers, and loss of portions of business from certain customers has reduced sales in Fiscal 2005, but management believes sales revenue will stabilize in Fiscal

2006 at Fiscal 2005 levels. To replace these lost sales, we are focusing our marketing efforts on more profitable portions of the business. In the business imaging product line, management believes that engineering/wide format rolls and point of purchase rolls have the greatest potential for growth.

The entrance into the bottled water business is significant as we begin the diversification of our product offerings outside of the hardcopy imaging products. The introduction of water into our paper business is an ideal companion sale as the distribution model for our water products is substantially similar to our paper products. Many of the customers who are currently purchasing business imaging supplies from us also buy bottled water. The weight and dimensions of a pallet of water and paper, and therefore the costs, are also similar. The introduction of water should expand our sales to our existing customers. The bottled water business has experienced phenomenal growth in the past few years.

In the water industry we plan to effectively compete in the wholesale market by offering competitive price points on our water products and bundled distribution strategies. We have also targeted the small to mid range size private label market as the niche for us to gain market share in the bottled water industry. The size and configuration of our operations accommodates smaller batch runs of individualized labels, which may be economically disadvantageous for larger companies. We believe the growing trend of businesses offering their clientele bottled water with their name on the label as promotional giveaway or for resale will contribute to the increased sales in the bottled water division.

SEASONALITY

Hotsheet.com revenues are partially generated by retail sales which are typically stronger during the Christmas holiday season.

TST may be subject to certain seasonal fluctuations in that orders for products may decline over the summer months. If the market for finished goods decreases, then the adverse impact of the seasonal fluctuations on the Company will be greater.

The bottled water business is subject to seasonal fluctuations with its demand cycle greatest in summer months.

TST’S BACKLOG

The dollar value of TST’s order backlog as of August 31, 2005 and 2004 was approximately $1.8 million and $2.8 million, respectively. TST’s ability to fill orders is directly impacted by the general cyclical pattern of the paper industry and its ability to purchase the raw materials and finished goods necessary to fill customer orders. The decrease in backlog is related to TST’s decreased net sales and reduction in the number of branded lines TST offers.

TST’S COMPETITION

Our businesses operate in markets that are highly competitive, and the Company faces competition on the basis of price, product quality, speed of delivery, customer service. Some of our competitors have greater sales, assets and financial resources than our company. These competitive pressures could affect prices or customers’ demand for our products, impacting our profit margins and/or resulting in a loss of customers and market share.

TST currently competes principally with manufacturers that distribute their products through dealers, resellers and/or retailers and, to a lesser extent, manufacturers who distribute their own products directly to

end-users. Weak industry conditions in the past few years have caused the major direct-selling companies, which are much larger than TST, to sell direct and to dealers. In some cases, this has led to TST’s customers reducing their selling prices to compete with these dealers. This has also caused increased competition among companies selling products through dealers. In addition, vertical consolidation among entities in the paper industry has created tougher conditions for TST, because certain of TST’s suppliers have subsidiaries that compete with TST and these suppliers generally support the efforts of their subsidiaries.

We believe that TST effectively competes on the basis of the following: its nationwide distribution network, which enables products to be delivered to its customers in most major cities in the United States within 24 hours; providing customers cost-effective, efficient purchasing and volume discounts; and by providing high-quality products and customer-oriented services.

In the water industry we plan to effectively compete in the wholesale market by offering competitive price points on our water products. We have also targeted the small to mid range size private label market as the niche for us to gain market share in the bottled water industry. The size of our operations accommodates smaller batch runs of individualized labels, which is economically disadvantageous for larger companies. We believe the growing trend of businesses offering their clientele bottled water with their name on the label as promotional giveaway or for resale will contribute to the increased sales in the bottled water division.

TRADEMARKS

TST uses the trademark IMPRESO, a Spanish word meaning “printed matter”, on certain products it manufactures and distributes. The trademark and service mark is registered in the United States. These registrations are effective until August 2009 and May 2010, respectively.

The IMPRESO trademark is also registered in Canada, Italy, and Great Britain. These foreign registrations are effective until July 2007, November 2010 and October 2007, respectively. Management believes that the IMPRESO trademark has significant name recognition and is important in marketing and achieving visibility of TST’s products. The goodwill value associated with the name IMPRESO has been pledged as an asset to TST’s current primary secured lender under TST’s revolving line of credit.

TST also has a trademark registration in the United States for “Lazer Cut Sheets ® ” and “Lazer Bond ® ” effective until May 2007. Each of the Lazer Cut Sheet and Lazer Bond trademarks are applied only to one specific product that TST manufactures.

The United States service mark registration obtained on Hotsheet, our subsidiary’s proprietary Internet portal, is effective until January 2008. The European Community Trademark registration for Hotsheet.com is effective until February 2010. The United States service mark registration for Shopsheet ® , a sub portal of Hotsheet.com, is effective until February 2010.

SERVICE AND SUPPORT

We believe that customer service is an important factor in product sales and customer satisfaction. Service and support include TST’s own in-house trucking which back-hauls goods for other entities, which reduces transportation costs and improves customer service. Our in-house graphics department can design and prepare layouts of packaging and can produce negatives, which allows TST speed and flexibility when bringing new products or packaging into the marketplace. TST also sells its graphics capabilities to its customers. TST’s customer service department can expedite service because its computer system sends a bill of lading by facsimile to the appropriate distributing warehouse and an order acknowledgment to the

receiving customer when an order is entered by a customer service representative. TST’s computer system automatically calculates inventory levels at each warehouse and the amount of raw materials it must purchase, and identifies which of its plant locations will manufacture an order.

TST also has a collection and credit department. The staff evaluates extensions of credit and makes written and verbal requests for payment from those customers whose invoices are not paid within agreed payment terms. In-house counsel is available to assist the credit department in difficult collections.

TST offers a 120-day warranty on all of its products. To date, warranty expense has been minimal.

ENVIRONMENTAL REGULATION

We believe that compliance with any environmental regulations that may be applicable to us will not have a material adverse effect on our capital expenditures, earnings or competitive position.

EMPLOYEES

We had 191 full-time employees at August 31, 2005 of whom approximately 68% are engaged in manufacturing TST’s products. None of our employees are currently covered by a collective bargaining agreement. We consider our employee relations to be fair as a result of recent reductions of wages and employee benefits. However, approximately 16% of our employees have 20 years or more length of service.