Overview

HeadsUp Entertainment International Inc. is a global media and entertainment company engaged in the creation of branded entertainment through the development, production and marketing of televised programming based on poker and other entertainment themes. To date, our operations have principally revolved around the creation of our Canadian Championship Poker brand through the production and licensing of a reality television series exhibited on Rogers Sportsnet and Score TV.

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Investment Highlights

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Profile

The Company believes that they have strengthened the Canadian Championship Poker brand through their relationships with numerous prestigious casinos, many of which have long-established poker tournaments, their ability to attract well-known, established professional poker players to their tournaments, and their ability to build excitement and identification among a core audience of amateur poker players by giving a broad range of amateurs the ability to compete for seats at our tournaments.

HeadsUp Entertainment International is rapidly expanding its presence in this high growth sector. In January of 2008, the Company announced that it will be hosting the 2008 Canadian Open Poker Championships that will take place March 5-9, 2008 at the Deerfoot Inn and Casino in Calgary, Alberta, Canada. The tournament will feature a series of 5 events with an estimated prize pool exceeding $1.3 Million CDN. The Company anticipates attracting even more prominent professionals than its highly successful tournament last year. According to HeadsUp President and CEO Kelly B. Kellner, “We have a distinct advantage with international players as Canadian prize pools for poker tournaments are tax free and with US and Canadian dollar parity we expect a strong international turnout.”

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Audio Interview

The Company's CEO, Kelly B. Kellner was a featured guest speaker recently on the SmallCapVoice.com online audio program.  To listen to the full audio interview, click here.

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Poker Industry

Poker is on fire, its popularity fanned by a combination of television, technology and, for some, the allure of big money.

The game Mark Twain once complained was "unpardonably neglected" in the United States is now played by hundreds of thousands of people online 24 hours a day and by celebrities on television.

Industry estimates are that 50 million to 80 million Americans play the game. Card rooms in states where poker is legal are booming.

The success of television and online poker has translated into a surge of entrants in tournaments, including the top tier events. First prize in the 2007 World Series of Poker, which took place in July, 2007 rose from $2.5 million in the 2003 World Series of Poker to $8.25 million in 2007 because of the increase in participants, and an increase in the buy-ins to enter the tournament, with the tournament always selling out.

Worldwide gaming companies took in $237 Billion in 2004 and will be raking in about $277 Billion a year by 2008, according to investment bank Dresdner Kleinwort Wasserstein. Online gambling has grown to $9.2 Billion globally since its birth in 1995 and is forecast to produce a 22% compound annual growth rate between 2003 and 2008, driven in particular by poker. Sports betting represents 45% of total online gambling spending with other gaming representing 32%, but both could be overtaken by poker by 2008, if not earlier (Source: ZDNet Research). There is no doubt that the gaming industry is growing at an astounding pace, driven by the remarkable surge in the popularity of poker. HeadsUp Entertainment has created content to feed the public’s insatiably appetite and its own recognizable Canadian Championship Poker brand in order to separate itself from the pack in this tremendous growth sector.

The Unlawful Internet Gambling Enforcement Act (UIGEA) has forced Internet gambling to come to a grinding halt in the States. For instance, some analysts estimate that PartyGaming, the online operator of PartyPoker, will face a loss of as much as 90% of its revenues stemming from the recent U.S. legislation (Source: The Guardian). However, the desire among amateur poker players seems insatiable, and HeadsUp Entertainment has created a business model that allows the Company to continue to capitalize on the astonishing popularity of the game without incurring any of the risks associated with restrictive legislation in an uncertain and complex regulatory environment.

Recent News and Press Releases

• HeadsUp Entertainment Confirms Celebrity and Pro Players to Attend the 2008 Canadian Open Poker Championships in Calgary
Marketwire (Tue, Feb 5)

• Kelly B. Kellner, President and CEO of HeadsUp Entertainment International Inc., is the Featured Guest in an Audio Interview at SmallCapVoice.com
Business Wire (Thu, Jan 31)

• HeadsUp Entertainment International Inc.: Registration Begins Tomorrow Through Ticketmaster for the 2008 Canadian Open Poker Championships
Marketwire (Thu, Jan 17)

• HeadsUp Entertainment Inc.: Media Conference to Be Held Today to Outline the 2008 Canadian Open Poker Championships
Marketwire (Wed, Jan 9)

• HeadsUp Entertainment Inc. Announces the 2008 Canadian Open Poker Championships
Marketwire (Wed, Jan 2)

• HeadsUp Entertainment International Inc. Moves Forward With Its Business Objectives
Marketwire (Mon, Nov 26)

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Management

Kelly B. Kellner
President, Chief Executive Officer, Director
Mr. Kellner has been instrumental in establishing the business of headsup entertainment inc. for the production of made-for-TV poker tournaments and other entertainment properties. He produced and hosted a weekly television program marketing real estate in Winnipeg in 1990 and has more than 12 years experience working in corporate finance, mergers and acquisitions in the international public markets. He is an avid poker player and has a strong desire to provide Canadian poker players with the opportunity to develop into world-class competitors.

Norman J.R. MacKinnon
Chief Financial Officer
Mr. MacKinnon has been a Chartered Accountant in British Columbia for over 47 years and has extensive experience in taxation, specifically tax shelters in fields ranging from resource based industries to international television production and syndication. From 1972 to present, he has served as a director, primarily in a financial advisor or audit committee role, on the boards of numerous VSE, TSE, TSX Venture and NASDAQ public corporations. He was a senior partner in the accounting firm MacKinnon, Sapera, Lewis & McDonald from 1972 to 1984, which specialized in taxation matters and general accounting. Between 1982 and 1984, he served as CFO of Century II Productions Inc., the first Canadian syndicated variety program to be syndicated in the US and successful in television tax shelters. In 1984 he became the sole practitioner of the Chartered Accounting firm, NJR MacKinnon, specializing in tax planning, CFO positions and controllership of emerging public companies. He has served on various committees of the BC Institute of Chartered Accountants.

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Contacts

Suite 1739-246 Stewart Green SW
Calgary, Alberta, T3H 3C8
Phone: (403) 269-9039
Fax: (403) 269-9060
www.headsupentertainment.com

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FORWARD LOOKING STATEMENTS

This report includes forward-looking statements that reflect HeadsUp Entertainment International, Inc. current expectations about its future results, performance, prospects and opportunities. HeadsUp Entertainment International, Inc. has tried to identify these forward-looking statements by using words and phrases such as "may," "will," "expects," "anticipates," "believes," "intends," "estimates," "plan," "should," "typical," "preliminary," "we are confident" or similar expressions. These forward-looking statements are based on information currently available and are subject to a number of risks, uncertainties and other factors that could cause HeadsUp Entertainment International, Inc.'s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and other factors include, without limitation, the Company's growth expectations and ongoing funding requirements, and specifically, the Company's growth prospects with scalable customers, and those outlined above. Other risks include the Company's limited operating history, the Company's history of operating losses, consumers' acceptance, the Company's use of licensed technologies, risk of increased competition, the potential need for additional financing, the terms and conditions of any financing that is consummated, the limited trading market for the Company's securities, the possible volatility of the Company's stock price, the concentration of ownership, and the potential fluctuation in the Company's operating results.

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