It is hard to believe that 2006 is almost here. It seems like just recently I started this business in a 200 square foot office, yet that was more than seven years ago. Oh.how time flies when you are having fun! Watching Tea Connexions grow and mature has been a joy and passion. My wife, Suruchi, and I have worked countless hours to build this company.

I am very pleased with the growth. Yet, I still feel that we are still just in our infancy of growth and anticipate a very bright future for the company. I sometimes wonder.what will Tea Connexions be like 10 or 20 years from now? Will we have realized our potential? I have big dreams, goals, and plans for this company. My vision is strong and it is this vision that will guide Tea Connexions to, what I believe, will be a successful growth filled future. To fully understand where Tea Connexions is headed, I will be outlining some of the many milestones and highlights of our corporate development over the past years. To know and understand one's past growth is a strong indicator for future growth.

On a personal note, 2005 also marked great joy and sorrow for my wife and I. We were blessed with the birth of our son, Shivam (click here for a Xmas message from Shivam), on January 18, 2005. This brought tremendous happiness to our life. Up until 2005, we had put off having a family to give birth to Tea Connexions. After nurturing Tea Connexions past the crawling and walking stage, Suruchi and I decided to begin planning for a family in 2004. Shivam is a healthy and happy baby, just starting the next phase of development, walking.

At the same time, 2005 marked deep sadness in our hearts with the passing of Suruchi's mom. This occurred, February, 2005, just one month after the birth of our son. We were both devastated. I have tremendous respect for my wife, business partner, mother to Shivam, and soul mate for the strength she exhibited during these tough months.

Realizing that life really is precious and short, I adjusted my schedule in June, 2005, so that I could spend more time with my wife and son. Life, really is short. I am reminded each day by a quote by Michael Landon:

"Somebody should tell us, right at the start of our lives, that we are dying. Then we might live life to the limit, every minute of every day. Do it! I say. Whatever you want to do, do it now! There are only so many tomorrows."

The passing of my mother-in-law and just recently my uncle has made these words more meaningful for me. My only advice is to cherish each day and those special to you and live life to the fullest. Make decisions, leave your comfort zone, and design your own life. For some, this may mean starting a business. It is true, owning a business takes hard work, dedication, risk, time, and patience. The benefits of owning a business are tremendous: freedom, flexibility, and control. After all, this is what everyone desires; owning a business is probably one of the best ways to attain financial freedom, flexibility over one's time and life, and the control to make decisions on your own terms.

My goal in life is to build Tea Connexions into as strong a company as it can be. I think we have created a niche in the market place because we carry beautifully packaged high quality gourmet loose leaf teas in the tea categories--specialty, specialty flavored, green, oolong, and organic--projected to grow at double digits. This is very exciting indeed as this projected growth is indicative of the market opportunities for the future!

This issue of Tea Connexions News will cover the following topics:

1. Our Purpose
2. Our Point of Difference
3. Tea Connexions Marketing School
4. Master Distributor Opportunity
5. Membership Changes
6. Two Complimentary Round Trip Airline Tickets
7. Meet Me at World Tea Expo
8. Seeking Strategic Partners: Membership Agents, Joint Venture Partners, Suppliers, and Investors
9. Corporate Highlights To Date
10. Our Future

I am thankful each day to my family for their love and financial support; our bank supporters, The Business Development Bank, Royal Bank of Canada, Toronto Dominion Bank, and AMEX Bank of Canada ; TEAm Connexions Staff, Consultants, Master Distributor Partners, and Distributors; and the fact that I have a profound purpose in life.

To all of our existing customers, a huge "THANK YOU" for your support. Clearly, without our customers, my dream of building a worldwide tea distribution company would not be realized. As always, I am dedicated to serving our customers as best that I can. This is my promise and commitment to you.

With kind regards.

Yours sincerely,

Sanjay Gupta
President/CEO
Tea Connexions
Shangers Teaopolis Ltd.

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1. Our Purpose

I think future growth is inevitable because our mission is clear. We are committed to supplying our Distributors with high quality products, marketing tools, training, and service and will continually work to ensure that our members have a competitive advantage. Our goal is to serve our Master Distributors and Distributors as best we can. Our hope is that the end consumer will value these products and continue to patronize our Distributors. Our success equation is simple: Gourmet Teas + Beautiful Packaging + Superior Service = Exceptional Value . As long as the consumer continues to gain exceptional value we have accomplished our mission. Add the new alliance with Shangers to this equation, and my hope is we will continue to exceed our Distributors' expectations in our goal to become the world's best tea company that has a key point of difference from our competitors.
-Sanjay Gupta, President/CEO, Tea Connexions and Shangers Teaopolis Ltd.

The purpose of Tea Connexions is to create distribution by working with entrepreneurs that want to start their own tea businesses. In return for an initial membership fee, Tea Connexions offers our Members a turn key tea business that includes the following benefits:

• Tea products at prices below wholesale.
• Online training that includes marketing and business guidance, tea education, marketing newsletters, and many other features.
• Conference call training with all archives posted in the online training. We offer our members two conference calls per month.
• Personalized training through our Marketing School.
• Cost effective print and electronic marketing tools including a turn key e-commerce website.
• One on one training at Head Office.
• Marketing support through newsletters, and ideas on campaigns that our Members can pursue.
• Personalized phone support.
• Drop Shipping of even one item at a time, something that other tea companies are unwilling to do.
• No Minimum ordering, meaning our Members can order the quantities of product they only need.
• Private labeling so that our Members can create their own Brands.
• Ongoing research and development into marketing, health news, and other benefits of consuming tea, so that our Members have information that they can use in their marketing efforts. We publish much of this information on Tea For Free Dot Com.

Tea Connexions' product line enables our Distributors to choose to target three distinct marketing and distribution channels: gift, health, and tea. Our unique beautifully packaged items creates marketing opportunities in gift channels . This market, largely ignored by other tea companies, includes gift shops, specialty kitchen, and flower shops. In fact, on August 3 rd of this year, we posted a downloadable wholesale kit that our Members can use to place product into these types of shops. In addition, because we carry only high quality green, black, oolong, and white teas, our Members can pursue tea channels , supplying customers with 5 gram samplers, 100 gram cartons, and bulk teas. Both gift and tea channels are highly suitable for the new 50 gram and 100 gram products introduced in 2004 as well. High end food establishments are another potential channel for our tea line because of their specialized nature and the fact that such food establishments can offer their customers a tea menu of specialized teas. Also, because of the many research studies being published about the health benefits of tea , health food stores are another potential market, particularly for our USDA certified organic Chinese Tea series.

The combined purchasing power of our Distributors has created a Buying Group that enables Tea Connexions to purchase container loads of product, and then turn around and offer it to our Members at discounted rates. Whereas "Brick and Mortar" retailers add further distribution by setting up physical outlets, Tea Connexions creates retail opportunities each time we had a Distributor and hyperlink their "Online Store" from our retail portal, Leaf Tea Dot Com. We create retail and wholesale traffic by supporting Leaf Tea Dot Com with our high traffic websites Tea 4 Free Dot Com, Leaf Tea Biz Dot Com, and Tea Connexions Dot Com. Because of the depth of our Internet presence, our websites are ranked very high for key words, meaning that consumers will eventually end up on one of Tea Connexions corporate websites or our Members' websites.

Tea Connexions' approach has enabled it to create its own channel of distribution enabling us to get our products in the hands of consumers and wholesale buyers through our growing force of Distributors that develop and market their businesses in their local markets. The whole concept is based upon our belief that localized distribution will enable our Distributors to better serve their markets, thus creating strong local brands patronized by a loyal customer base that appreciate a high touch approach to customer service and the continued knowledge that they are being served locally. Since our model is not based upon "Bricks and Mortar" retail distribution, our Members can use their working capital for marketing as opposed to investing this capital into the ongoing monthly maintenance of a physical retail outlet.
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2. Our Point of Difference

Shangers' goal is to build an obvious link between two giant sectors: tea and home entertainment. Our marketing strategy is to take Shangers and Princess Teana to consumers through localized marketing initiatives that will hopefully benefit small entrepreneurial businesses and the buying public. I feel that the team at Tea Connexions have the vision and determination to succeed in bringing the world of show business to the mother of all beverages.
- Shangers Chairman and Founder Mike Prince

In 2003, discussions began with Mike Prince, the Founder of Shangers Ltd. Because of the huge opportunities presented by Shangers, I acted quickly and formed a company, Shangers Teaopolis Ltd., with Mike. This company started as a Joint Venture between Shangers Ltd. and Tea Connexions. Our mandate is to grow the Shangers brand and the key brand icons, Princess Teana and Teaopolis , by offering branded teas, tea ware, accessories, food products, and entertainment products. Since forming Shangers Teaopolis Ltd., we introduced a line of consumable products, the Princess Teana Book of Tea Parties , and the first Princess Teana DVD.

In August, 2005, I worked closely with Shangers Founder, Mike Prince, to develop an organizational structure to help grow the Brand and company even faster. On two separate trips to the UK in September and November details were finalized. Consequently, a Memorandum of Understanding between four key partners in Shangers Ltd has been signed and will form the basis of Shangers corporate development. Further details of this MOU will be released on the Shangers Dot Com website in 2006.

Tea Connexions now sits on the Board of Directors for Shangers Ltd. and has a controlling interest in Shangers Teaopolis Ltd., whose mandate is to develop the Teaopolis Home Party program. In addition, Shangers Teaopolis Ltd. will spear head the Internet Development of the key Internet properties, Shangers Dot Com, Princess Teana Dot Com, and Teaopolis Dot Com.

In an effort to create another channel of distribution, in 2006 Shangers Teaopolis Ltd will be launching the Teaopolis Home Party program, with the mandate to create home parties branded under the name, Teaopolis. Our goal is to build brand awareness for Teaopolis , a brand icon that will both be used for the home party distribution model as well as a stand alone tea house model currently under development.

Bottom line, we will be a tea company with tremendous depth because of our high quality line of teas and branded products that other tea companies will not have. To grow the Shangers brand, we will be supporting it with entertainment properties, including DVDs and a TV series, which is under development. It is highly unlikely that other tea companies will be supporting their brand identity with a TV series, further emphasizing our competitive advantage as years pass.

Tea Connexions' close involvement with Shangers Ltd., is where our true point of difference will be from other tea companies, thus marking a competitive advantage for our Distributors and our business as we continue to grow.
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3. Tea Connexions Marketing School

Knowledge itself is power.
-Francis Bacon

On September 29, October 1, and October 2, Tea Connexions held its inaugural Tea Marketing School . I shall never forget this event, as this marked the realization of one of the goals I had set several years ago.

This conference was held, in part, because of the many requests we have received to offer such a course. The online training and conference calls we provide are a tremendous resource to our Members. The Tea Marketing School provides personalized instruction on how to effectively market and generate sales from a tea business. What makes our course unique is the Bootcamp Master Marketer Conference Calls . Each month after the Conference, we hold an in-depth 2-hour Conference Calls so that our students can get their questions answered, come back to the group for advice, as well as let everyone benefit from their experiences. This follow up structure enables us to track the progress our students make in their efforts and provide valuable feedback. It is this follow up which makes this course so valuable.

Since we have received such a positive response to the initial Tea Marketing School , we will be offering seven course dates in 2006. Dates for 2006 courses are as follows:

March 18-19
June 10-11
July 15-16
August 5-6
September 23-24
October 14-15
November 4-5

Attendance will be limited to a minimum of five and maximum of ten students per weekend. Registration details will be released early in 2006.
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4. Master Distributor Opportunity

I became a Master Distributor because I realize that this is the one tea company in the world today that has a key point of difference from others. There are many tea companies, thousands, if not hundreds of thousands in operation today. Tea Connexions and Shangers offer a unique concept that will be hard to duplicate by others. This competitive advantage made my decision easy. If I want to grow and incubate my tea business, it made the most sense to join Tea Connexions. I see huge growth opportunities with Tea Connexions and Shangers. With most business opportunities, getting involved early is the key.
-George Wilson, President/CEO, Jacksonville Tea Company

To date, we have held three Master Distributor conferences, presenting this opportunity to 14 Distributors. Of the 14 attendees, three became Master Distributors meaning our response rate is greater than 20%.

In 2006, we will be holding four Master Distributor Conferences. Based upon our experiences with our present Master Distributors, our Master Distributor program in 2006 will undergo some slight changes. Plans are underway to offer a program that includes 24 months of dedicated territorial development. With this in mind, the conferences held in 2006 will outline what this territorial development will entail. The proposed dates for the Master Distributor conferences are as follows:

May 20-21
July 22-23
September 30-October 1
October 28-29

The proposed agenda for these weekend conferences is as follows:

• Journey to Teaopolis - A retrospective presentation looking at what has been accomplished and outlining plans for the future.
• Point of Difference - Highlights the many reasons we are the company you want to align yourself with in order to capitalize on the growth in the tea business.
• Business Case For Tea - A detailed analysis of why the tea business is so important and why it is the right business to be in.
• Keys to Success - Market Development . Presentation on how Tea Connexions will work with our Master Distributor to build their territory and what the Master Distributor's role will be.
• Territory Evaluation - Detailed analysis outlining the value of the territory and the cost to become a Master Distributor.

Attendance at Master Distributor conferences will be limited to a minimum of two and maximum of ten attendees. Though much of the material is designed for an American audience, we will gladly host and present to attendees from Canada and Europe, as we are also seeking Master Distributor partners in Canada and parts of Europe.

Attendance will be subject to the completion of a detailed questionnaire that must be filled in and submitted 90 days in advance of the conference date. Registration details will be released early in 2006.
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5. Membership Changes

Somebody should tell us, right at the start of our lives, that we are dying. Then we might live life to the limit, every minute of every day. Do it! I say. Whatever you want to do, do it now! There are only so many tomorrows.
-Michael Landon

To date, we have added more than 200 members primarily in the United States , though we have distributors in Canada , Guam , Australia , Latin America, and Europe . To ensure the best possible service to our American Distributors and their wholesale and retail customers, we have set up Master Distributors in the United States , who provide fulfillment services for Tea Connexions. We are actively seeking Master Distributor partners in Europe, Mexico and other parts of Latin America .

As the buying group grows and the number of products, services, and training offered by Tea Connexions grows, we have steadily increased our membership rates to correspond with the increasing value of membership. Membership fees have increased 324% since 2001 to the present rate of US$2,590 . As of January 9, 2006, membership prices will increase again by four times, meaning the Distributor membership cost will increase from $2,590 to $9,995. To learn more about the price changes click here. New members that get started prior to January 6 th , 2006, also qualify to receive 2 complimentary round trip airline tickets. Details below.
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6. Two Complimentary Round Trip Airline Tickets

You can have everything you want.if you help enough other people get what they want.
- Zig Ziglar

As outlined earlier, our Membership prices will change as of January 9, 2006. As a gift to all of our new members that join the Tea Connexions family by January 6, 2006, Tea Connexions will be giving 2 complimentary round trip airline tickets.

The terms of the offer are stated below:

Purchase a Distributor, Silver, Gold, Platinum, Titanium, or Ultimate package, preview our training and products for 30 full days, and we will give you a gift voucher for two airline tickets to any of the destinations that Fly Free America services.

This means you receive free return airfare for two to all of the major vacation spots, including Hawaii, Mexico, the Caribbean, Las Vegas, and others, provided you book your hotel stay through Fly Free America.

Fly Free America is the fulfiller of the airfare tickets and you must activate the vouchers on their website.

If, after sending in your signature page, previewing the product and the training, you cancel within 30 days, keep the Fly Free America tickets as our gift to you.

That is correct, if after 30 days of previewing our products and training, you still wish to cancel your membership, we will not only extend the terms of our 30 day guarantee, but you can also keep the two tickets on us, as our gift to you. Cheers! :-)

Fly Free America has been in business for 15 years and is a travel agency. Other corporations they work with include AOL, Comcast, Microsoft, the American Heart Association, CompUSA, DirectTV, and Dish Network.
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7. Meet Me at World Tea Expo

A day will never be any more than what you make of it.
-Josh S. Hinds

The World Tea Expo, previously known as Take Me 2 Tea will be held March 27 to 29, 2006.

Distributors, Prospective Distributors, and Suppliers that wish to meet can do so in Las Vegas at the World Tea Expo.

I arrive on March 24 th and depart later in the day on March 28 th . I am free to meet and chat about the wonderful opportunities offered by tea with anyone on the evenings of the 24 th , 25 th , and 26 th and all day on the 27 th and 28 th . Feel free to call the office, 306-244-4206, to schedule an appointment to meet with me on one of these days.
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8. Seeking Strategic Partners: Membership Agents, Joint Venture
Partners, Suppliers and Investors

Opportunities multiply as they are seized.
-Sun Tzu

At Tea Connexions, we realize that our growth is based upon our ability to attract entrepreneurs, investment, and partners that want to work with us. With this in mind, Tea Connexions is seeking:

• Membership Agents
• Joint Venture Partners
• Suppliers
• Investors

Membership Agents - In order to consistently grow the Membership of the Buying Group throughout the world, Tea Connexions is now seeking Membership Agents in Canada , The United States, Latin America, and Europe . The primary responsibility of the Agent will be to market and recruit membership to the buying group. This opportunity is ideally suited for entrepreneurs that enjoy marketing, sales, and love the freedom of working for themselves. Please click here to contact me directly.

Joint Venture Partners - To expand our distribution in other countries, particularly Latin America and Europe , we are seeking Joint Venture partners that wish to provide logistical, fulfillment, and warehouse services for Tea Connexions. Please click here to contact me directly.

Suppliers - Tea Connexions offers another channel of distribution for other tea companies that wish to increase their distribution. Tea Connexions is now accepting product submissions from other tea suppliers and established branded teas that wish to tap into our Distribution base. Please click here to contact me directly.

Investors - Tea Connexions has established that our model works. In order to accelerate our growth, we are seeking private investment. I have identified many areas of growth that such investment would be used for and would be happy to share my plans with potential and real investors that contact me. Please click here to contact me directly.
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9. Corporate Highlights to Date

A hard beginning maketh a good ending.
- John Heywood

The time line below outlines Tea Connexions' corporate growth, starting in 1998. It has been a challenging journey that I often refer to as My Journey to Teaopolis.

1998-2000

• Concept and ideas of Tea Connexions Buying Group formulated and tested through initial marketing efforts. At this time, first major investments made into promotion of the idea.

2001-2002

• Moved out of 200 square feet location to 1000 square feet, in anticipation of launching the Buying Group.
• August, 2001, nearly 7% of initial prospects that received marketing information kit, joined the Buying Group.
• Expanded the product line by three fold, growing it from 15 to 45 items.
• Grew corporate revenues by 400% as well as Distribution by 400%.
• Serviced first set of private label orders.
• Idea now a reality.

2003

• Period of growth management that included investment in more personnel, and expansion of head quarters 12 months ahead of schedule from 1000 square feet to 3000 square feet.
• Launched Members store to facilitate order taking from Distributors. This step eliminated the need to send out invoices and made the whole ordering system more efficient and time effective.
• Set up Joint Venture with Shangers Ltd, UK based company and formed Shangers Teaopolis Ltd.
• Held first Master Distributor Conference, presenting concept to four Distributors.
• Signed first Master Distributor contract with Jacksonville Tea Company, based out of Florida , three full years ahead of schedule.
• Expanded tea line to 71, adding the gourmet tea bag series from India.

2004

• Held two separate Master Distributor conferences, presenting to total of 9 Distributors, two of whom became Master Distributors: Mule Mountain Tea, based out of California , and SEF International, based out of Delaware . As of October, 2004, we presented the Master Distributor program to 14 prospective Distributors and three took advantage of the opportunity. This means that more than 20% of the Distributors that have viewed our Master Distributor presentation have opted for this program.
• Launched the traditional Chinese tea bag line, certified USDA organic, consisting of Green, Oolong, Jasmine, Sweet Green, and White. To effectively introduce these teas to the market, we offered these in a Chinese sampler pack. This line of teas is important to our growth because it filled the categories of Green, White, and Organic Teas, projected for double digit growth.
• Shangers Dot Com website launched.
• Tea Connexions signed a joint venture agreement with the Information Warehouse (Australia) to set up an office in Australia, Tea Connexions Australia, shipping out 100 cases of product to our partner who began using our model to set up Distributors and wholesale accounts.
• Tea Connexions received another container of tea from India . It was in this month that our Indian tea line grew from 71 to 203. Factor in the Chinese tea line, and our product line has grown from 15 items in 2001 to 209 as of September, 2004.
• Since 2001, corporate revenues grew nearly 1000 percent.
• Shangers Teaopolis Ltd. launches first line of consumable products and also completes printing of first book, Princess Teana's Book of Tea Parties .

2005

• Shangers Teaopolis Ltd. completes first DVD.
• Princess Teana Dot Com website launched along with contest similar to Tea 4 Free Dot Com to increase market exposure of Princess Teana and the Brand.
• Brand Manager hired to manage Shangers and Tea Connexions brand development.
• Conference Call Training series launched with much success. Held twice each month, this value added service provides tremendous opportunity for Members to participate by following downloadable power point presentations and to use specific tools to help them grow their businesses.
• Tea Connexions Marketing School holds first class . Response to training so positive, we decide to set seven dates for 2006.
• Tea Connexions posts wholesale kit in the online training, and holds conference call to help Members implement. Rapid results reported, one Member even setting up 10 wholesale accounts within 30 days of using the material.
• Tea Connexions launches local fundraiser, using Chinese Tea series. Results have been recorded and will be offered to Members in future conference call so they can implement in their local markets.
• Tea Connexions works closely with Shangers Founder, Mike Prince, to develop organizational structure to help grow the Brand and company. Sanjay Gupta flew to the UK in September and November to finalize details. Consequently, a Memorandum of Understanding between four key partners in Shangers Ltd has been signed and will form the basis of Shangers corporate development. Tea Connexions now sits on the Board of Directors and has a controlling interest in Shangers Teaopolis Ltd., whose mandate is to develop the Teaopolis Home Party program. In addition, Shangers Teaopolis Ltd., will spear head the Internet Development of the key Internet properties, Shangers Dot Com, Princess Teana Dot Com, and Teaopolis Dot Com.
• In recognition of our growth, Tea Connexions nominated for Business and Exporter of the Year by Local Chamber of Commerce.

10. Our Future

Picture in your mind a sense of personal destiny.
-Wayne Oates

Looking ahead, in the next 24 months, I foresee the following developments for Tea Connexions, Shangers Ltd, and the various subsidiary operations Shangers has an interest in:

• The addition of four to eight new Tea Connexions Master Distributors.
• The launch of the Teaopolis Home Party plan in Canada , the United States and Europe .
• The launch of a new catalog of products.
• The creation of more marketing tools, electronic and print, to aid our Distributors in their tea marketing efforts.
• The introduction of a branded line of tea ware, accessories, and food products.
• The formation of Tea Connexions USA, Tea Connexions Mexico, Tea Connexions UK, and other divisions throughout the world that set up distribution hubs to service growing demand.
• The launch of several entertainment products (books, DVDs, and other media products) by Shangers Ltd, including our first TV series.
• The launch of Teaopolis stand alone tea houses.
• The addition of larger varieties of teas from Sri Lanka ( Ceylon ), South Africa (Roiboos), China , and South America (Yerba Matte).

It has been tremendously satisfying growing Tea Connexions from a small operation to a much larger one. This growth is largely the result of TEAm Connexions. Without TEAm Connexions Staff, Distributors, Master Distributors, Consultants, Suppliers, and my fellow Board Members on Shangers, my dreams would not be a reality. As Bill Gates once said, "only eagles soar alone-at least successfully and beautifully." Our growth is a direct result of the support and efforts of our TEAm. Thank You!

I think future growth is inevitable because our mission is clear. We are committed to supplying our Distributors with high quality products, marketing tools, training, and service and will continually work to ensure that our members have a competitive advantage. Our goal is to serve our Master Distributors and Distributors as best we can. Our hope is that the end consumer will value these products and continue to patronize our Distributors. Our success equation is simple: Gourmet Teas + Beautiful Packaging + Superior Service = Exceptional Value. As long as the consumer continues to gain exceptional value we have accomplished our mission. Add the new alliance with Shangers to this equation, and my hope is we will continue to exceed our Distributors' expectations in our goal to become the world's best tea company that has a key point of difference from our competitors.
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