Company Overview

     We are one of the largest providers of professional portrait photography products and services in North America based on revenue, number of customers and studio locations. For our fiscal year ended January 29, 2006 (“fiscal 2005” or “fiscal year 2005”), we photographed over 6.7 million customers and generated sales of $325.5 million. Of our total sales, 96.8% were derived from our Wal-Mart locations worldwide and 87.2% were derived from Wal-Mart and other locations in the U.S. Unless the context otherwise requires, as used herein, the terms “we”, “our”, “us” (or...