As Filed with the Securities and Exchange Commission on April__, 2001
Registration No. ___-_____

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM SB-2, REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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Anagram Plus, Inc.
(Name of small business issuer in its charter)

Delaware 3944 65-1045323
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Number)

2700 N. Military Trail, Suite 100
Boca Raton, FL 33431
561-241-3621

(Address and telephone number of
principal executive offices and place of business)

Frederick M. Mintz, Esq.
Mintz & Fraade, P.C.
488 Madison Avenue
New York, New York 10022
Telephone No.: (212) 486-2500
Facsimile No.: (212) 486-0701

(Name, address and telephone
number of agent for service)

---------------

Approximate date of proposed sale to the public:

As soon as practicable after this Registration Statement becomes
effective.

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. |X|

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_| ______________________.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------
Proposed
Title of Amount to be Proposed Maximum Maximum Amount of
securities to registered Offering Price Aggregate registration fee
be registered Per Share(1) Offering Price
- -----------------------------------------------------------------------------------------

Common Stock, par 180,000 $1.00 $180,000 $45.00
value $0.001(2)
- -----------------------------------------------------------------------------------------
Common Stock, par 2,500,000 $1.00 $2,500,000 $625.00
value $0.001(3)
- -----------------------------------------------------------------------------------------
Total 2,680,000 Total $670.00
Registration Fee
- -----------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Offered by the persons named in this prospectus under the caption "Selling
Stockholders".
(3) Offered by us.

This prospectus relates to 2,680,000 shares of our common stock, of which
180,000 shares are owned by the persons named in this prospectus under the
caption "Selling Stockholders". The shares of our common stock may be sold
directly or through brokers or dealers. The 180,000 shares may be offered from
time to time by the selling stockholders through ordinary brokerage transactions
in the over-the-counter market, in negotiated transactions or through other
commonly used methods to trade publicly available stock, at market prices
prevailing at the time of sale or negotiated prices. Up to 2,500,000 shares of
our common stock are being sold by us, on a self-underwritten, best efforts
basis, with no minimum. Our offering will commence on the date of this
prospectus and will continue until the earlier of _________, 2001, all of the
shares offered are sold, or we otherwise terminate the offering.

We will bear all the costs and expenses associated with the preparation
and filing of this registration statement.

SUBJECT TO COMPLETION, DATED APRIL 10, 2001

PROSPECTUS

2,680,000 shares

AnagramPlus, Inc.

Common Stock

This is the first public offering of our securities. The common stock
available for sale as a result of this prospectus will be sold by us and current
stockholders. We will not receive any money from the sale of our common stock by
the selling stockholders.

Prior to this offering, there has been no public market for the common
stock. We have applied to have the common stock traded on the OTC Bulletin
Board, which is maintained by the National Association of Securities Dealers,
Inc., after this registration statement is declared effective. The shares will
be priced based upon bid and ask quotes submitted by broker-dealers.

===============

An investor should read the Risk Factors section of this prospectus,
commencing on page 3 before deciding whether to invest in these securities.

===============

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

The date of this prospectus is , 2001

TABLE OF CONTENTS
Page
----
Prospectus summary............................................................1
Summary financial information.................................................2
Risk factors..................................................................3
Use of proceeds...............................................................9
Capitalization................................................................9
Dilution.....................................................................10
Management's discussion and analysis of financial condition and
results of operations........................................................10
Business.....................................................................12
Dividend policy..............................................................13
Employees....................................................................14
Management...................................................................14
Executive compensation.......................................................15
Certain relationships and transactions.......................................16
Principal stockholders.......................................................17
Plan of distribution.........................................................17
Description of the securities................................................18
Legal matters................................................................21
Experts......................................................................21
Available information........................................................22
Index to financial statements................................................24

Summary

Our business

We are a forty-nine and one-half (49.5%) percent stockholder of Prodijeux,
Inc. Prodijeux was founded in October 1998, and is a Canadian corporation based
in Montreal, Quebec, Canada. Prodijeux specializes in the creation and
development of interactive "edutainment" products. Edutainment is a term
utilized in the Toy and Game Industry, which refers to products which provide an
educational experience through an entertainment medium. Edutainment products are
available in the form of traditional family board games, CD-ROM and online
multi-player games. Prodijeux has commenced distributing its edutainment
products through traditional retail outlets, such as toy stores, bookstores and
specialty learning stores as well as through its own and our web site. Prodijeux
has entered into a written agreement with Northern Group pursuant to which,
Northern Group is their U.S. sales representative. Prodijeux is ready to launch
the first in their line of edutainment products, WordXchange, a word game which
Prodijeux's management intends to rival Scrabble(R). WordXchange is a
brain-twisting word game, which will have two versions: an advanced edition
(ages 10 and up) and a junior edition (ages 5 and up), allowing it to be
stimulating and entertaining for a wide range of consumers. WordXchange was
introduced to the public in the fall of 1999 at the International Book Fair in
Montreal, was recently exhibited at the Paris International Toy and Game
Festival, and exhibited at the American Toy and Game Festival in New York in
February 2001. Approximately 3,000 copies of WordXchange have been sold, as of
April 2001.

We will not receive any proceeds from the sale of the 180,000 shares of
our common stock by the selling stockholders. We will use the net proceeds of
the offering of 2,500,000 shares of our common stock to fund, pursuant to a loan
agreement, Prodijeux's working capital and general corporate purposes, including
but not limited to product development, selling and marketing. No public market
for our securities existed prior to this offering. A total of up to 2,680,000
shares may be sold based upon this prospectus.

Our executive offices are located at 2700 N. Military Trail, Suite 100,
Boca Raton, FL 33431. The telephone number is 561-241-3621 and the facsimile
number is 561-241-3055. The executive offices of Prodijeux are located at 1751
Richardson Street, Suite 5507, Montreal, Quebec, H3T 1G6, Canada.

Summary financial information

We were formed on October 4, 2000 and are a 49.5% stockholder of
Prodijeux. The following combined financial data of us and Prodijeux has been
provided for the period ending December 31, 2000 and should be read in
conjunction with our and Prodijeux's combined financial statements, which are
included in this prospectus.

From October 1, 2000 (inception)
through December 31, 2000

Audited
-------

Working capital ......................... $(118,530)

Total assets ............................ $ 190,675

Total liabilities ....................... $ 203,343

Stockholders' equity (deficiency) ....... $ (31,347)

Risk factors

An investment in our common stock involves a high degree of risk. If any
of the following risks actually occur, our business, financial condition and
operations will be materially affected.

We are not directly engaged in development, production, or sale of WordXchange.

We are a minority shareholder in Prodijeux. We will not be directly
engaged in any part of Prodijeux's business including, but not limited to,
development, production and sales of WordXchange. At present, two members of our
Board of Directors also sit on Prodijeux's Board of Directors. In addition, we
are Prodijeux's primary source of funding. Accordingly, there is no written
agreement entitling our Board members to sit on Prodijeux's Board, as a result,
[we exercise significant control over Prodijeux].

Lack of an operating history.

We do not contemplate commencing active operations directly. The company
in which we have an investment, Prodijeux, is entering a highly competitive
market. You should be aware of the difficulties which Prodijeux will encounter
because it is a recently formed company and has only recently commenced
operations, including, but not limited to, competition and unanticipated costs
and expenses. There can be no assurance that we will ever realize a positive net
cash flow from our investment in Prodijeux. If Prodijeux's business and
development plans prove to be unsuccessful, stockholders may lose all or a
substantial part of their investments.

Prodijeux may require additional financing to meet its capital requirements.

Prodijeux will need additional financing to meet its capital requirements
for product development, administrative expenses and other costs. Prodijeux
currently has no arrangements to obtain additional financing and Prodijeux will
be dependent upon sources such as: future earnings, the availability of funds
from private sources including, but not limited to, loans and additional private
placements, and the availability of funds through an additional public offering.
In view of its lack of an operating history, Prodijeux's ability to obtain
additional funds is limited. Additional financing may only be available, if at
all, upon terms which may not be commercially advantageous. If adequate funds
are not available from operations or additional sources of financing,
Prodijeux's business will be materially adversely affected.

There can be no assurance that we will ever achieve profitability.

There can be no assurance that we will ever achieve profitability. Our
revenues and operating results may fluctuate from quarter to quarter and from
year to year due to a combination of factors, including, but not limited to,
Prodijeux's cost of production, sales of its products and variations in
expenditures for personnel and marketing. Prodijeux may incur significant
expenditures to fund research and development of new products or improvements to
their existing edutainment products. This would adversely affect our ability to
generate a profit. We may never be able to achieve profitability on a quarterly
or annual basis. If we do not, our business will be adversely affected and
potential investors will lose all or substantially all of their investment.

Dependence upon the introduction and success of new game WordXchange.

Our success depends upon the value of Prodijeux as well as any dividends
paid on Prodijeux's common stock. Prodijeux's success depends largely upon its
new edutainment products, WordXchange and the Junior Edition. There can be no
assurance that WordXchange will achieve any significant degree of market
acceptance, or that such acceptance will be sustained for any meaningful period.
The failure of WordXchange to achieve or sustain market acceptance would have a
material adverse effect on our business, operating results and financial
condition.

Competition

Competitors with superior resources may be able to bring new, better and
cheaper edutainment games to the market more quickly than Prodijeux, thereby
gaining a competitive edge over Prodijeux. We believe that the quality of
Prodijeux's goods and services combined with the expertise of its and our
management should give Prodijeux a competitive advantage. However, there can be
no assurance that Prodijeux will be able to compete successfully or that
competitive pressures faced by Prodijeux will not have a material adverse effect
upon its business, operating results and financial condition. We will not be
directly engaged in any part of Prodijeux's business including, but not limited
to, development, production and sales of WordXchange. WordXchange's major
competition in the word game category is Scrabble(R). Scrabble(R) has been the
leader in word games sales for approximately 50 years. WordXchange's success
will depend heavily upon its ability to compete with Scrabble(R) and other word
games.

Dependence upon Key Personnel

Prodijeux's success depends to a significant extent upon the performance
and continued services to Prodijeux of Michael Chiarore, co-founder and
President of Prodijeux, Mr. Chiarore is in charge of Prodijeux's operations,
manufacturing and distribution of Prodijeux's product line. Michael Chiarore is
experienced in dealing with suppliers and buyers and his administration skills
ensure the company's sound management. The loss of services of Mr. Chiarore
would have a material adverse effect upon Prodijeux's business and its
prospects.

The success of Prodijeux also depends to a significant extent upon the
performance and continued services to Prodijeux of Rodolphe Charpentier,
Prodijeux's co-founder, Vice-President of Marketing and Creative Director of
Research and Development. Rodolphe Charpentier is the creator of the WordXchange
game. Mr. Charpentier has seventeen years of experience in the design and
communications fields. The loss of the services of Mr. Charpentier would have a
material adverse effect upon Prodijeux's business and prospects.

Our majority shareholder could exert significant influence over matters
requiring stockholder

approval.

Pursuant to a privately negotiated transaction, ADC Development purchased
6,000,000 shares of our common stock and is our majority shareholder.
Accordingly, ADC Development will be able to exert complete control over matters
requiring approval by our stockholders, including, but not limited to the
election of directors and the approval of mergers or other business
combinations.

Internet Strategy

Prodijeux plans to take full advantage of the potential of the Internet
through development of a Website to promote and sell Prodijeux's product,
WordXchange. The site will be home to an online store, and will draw prospective
and established customers to the site with helpful, timely information.
Prodijeux plans to develop an online multi-player version of WordXchange as a
means for increasing market demand for the game. Through its website, Prodijeux
intends to offer an innovative environment that allows players to explore and
interact with a stimulating, virtual world of graphics, animation and sound. A
portion of Prodijeux's business depends on its Internet marketing and sales
strategy and its business will suffer adverse effects if use of the Internet for
either online purchasing or online entertainment fails to grow in the future.

The market for our securities is unsure and may be volatile

There is no current market for our securities and there can be no
assurance that a market will exist in the future. In addition, if a trading
market does develop, there can be no assurance that our common stock can be
resold either at or near its original trading prices. We intend to arrange to
list our common stock on the NASD Bulletin Board, which is maintained by the
NASD. However, there can be no assurance that we will qualify for such listing.

Prodijeux conducts business and has operations in countries other than the
United States and any changes in international markets or currencies may
materially affect our operations.

Prodijeux conducts its business and maintains ongoing operations in the
United States, Canada, Asia, and other international markets. Fluctuations in
the foreign exchange rates between the United States dollar and these other
countries could have an adverse affect upon Prodijeux's operating results in the
future. Prodijeux may seek to limit its exposure to the risk of currency
fluctuations by engaging in foreign currency transactions, which could expose us
to substantial risk of loss. Prodijeux's management has limited experience in
managing international transactions and has not yet formulated a strategy to
protect us against currency fluctuations. There can be no assurance that
fluctuations in foreign currency exchange rates will not have a significant
adverse impact upon Prodijeux's future operating results.

Prodijeux's success is dependent upon independent third parties to manufacture
the product.

Prodijeux does not intend to conduct manufacturing operations on a
continuing basis and will be dependent upon independent third parties to
manufacture and ship WordXchange and the Junior Edition. Prodijeux expects to
continue to be dependent upon such manufacturers for the foreseeable future.
These manufacturers will be responsible for timely and cost-effective
manufacturing, which may affect Prodijeux's ability to cost-effectively compete
with other similar products. Therefore, Prodijeux is dependent upon the
continued viability and financial stability of these manufacturers. In addition,
these third party manufacturers are expected to produce WordXchange and other
products to specifications supplied by Prodijeux. However, there can be no
assurance that these instructions will be followed by the manufacturers.
Reliance upon suppliers, as well as industry supply conditions, generally
involves several risks, including the possibility of defective parts or
components, increase in component costs and reduced control over delivery
schedules, any and all of which would adversely affect Prodijeux's financial
results. As a minority shareholder of Prodijeux, we have no control over the
costs of production and manufacture. Delays or rising costs in the production of
WordXchange would have a material adverse effect upon Anagram's business and
prospects.

There can be no assurance that we will pay any dividends on our Common Stock.

There can be no assurance that we will have sufficient earnings to pay any
dividends with respect to the common stock. Moreover, even if we have sufficient
earnings, we are not obligated to declare dividends with respect to the common
stock. The future declaration of any cash or stock dividends will be in the sole
and absolute discretion of our Board of Directors and will depend upon our
earnings, capital requirements, financial position, general economic conditions
and other pertinent factors. It is also possible that the terms of any future
debt financing may restrict the payment of dividends. To date, we presently
intend to retain earnings, if any, for the development and expansion of our
business.

Prodijeux expects to incur significant losses for the foreseeable future and
there can be no assurance that we will ever achieve profitability.

Prodijeux is still in the process of developing its products and therefore
it expects to incur significant losses on both a quarterly and an annual basis
for the foreseeable future. We are expecting losses to continue until such time
as WordXchange is established, is being widely marketed and/or Prodijeux enters
into a contract with toy store or other retailer for distribution of
WordXchange.

We may be subject to the Securities and Exchange Commission's "penny stock"
rules if our common stock sells below $5.00 per share.

Our shares may now and in the future be subject to the penny stock rules
under the Securities Exchange Act of 1934 which regulate broker-dealer practices
for transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than U.S. $5.00. The penny stock rules require
broker-dealers to deliver a standardized risk disclosure document prepared by
the SEC which provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer must also provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson, and monthly account

statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation.

In addition, the penny stock rules require that prior to a transaction,
the broker and/or dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.

The penny stock rules are burdensome and may reduce purchases of any
offerings and reduce the trading activity for our common shares. As long as our
common shares are subject to the penny stock rules, the holders of such common
shares may find it more difficult to sell their securities.

Conflicts may exist with certain of our officers and directors, which may cause
them to give priority to other matters over the needs of AnagramPlus, which may
materially affect our operations.

There are several conflicts associated with our officers and directors.
These conflicts include, engaging in other businesses similar or dissimilar to
ours and allocating their time and services between us and the other entities
with which they are involved. Robert Michelin, is a member of both our Board of
Directors and Prodijeux's Board of Directors. In addition to sitting on our
Board of Directors and Prodijeux's Board of Directors, Paul Michelin is a member
of the Board of Directors of a number of other companies.

Unforeseen price increase in raw materials.

Prodijeux is dependent upon independent manufacturers and suppliers for
production of WordXchange and the Junior Edition. A large percentage of these
independents are located in Canada and Asia. The market for raw materials may be
volatile and unpredictable. As a result, the costs of manufacture could far
exceed any estimates made by Prodijeux or us. As a minority shareholder of
Prodijeux, we have no control over the costs of production and manufacture.
Delays or rising costs in the production WordXchange will have a material
adverse effect upon our business and prospects.

Dependency on foreign manufacturers.

Because a large percentage of manufacturers and suppliers which Prodijeux
is dependent upon are located in foreign locales, it is subject to a risk of
currency and exchange rate fluctuations. In addition, the market may be subject
to foreign government currency and/or other restrictions.

Inability of Prodijeux to negotiate and close contracts with major distributors.

Prodijeux has begun marketing WordXchange on a limited basis and, through
January 2001,

had sold approximately 3,000 copies. Prodijeux has negotiated and signed a
distribution agreement with Northern Group for US distribution of WordXchange.
While Prodijeux intends to enter into contracts with distributors to offer and
sell WordXchange and other products, there is no assurance that it will be able
to negotiate or conclude satisfactory distributor agreements or, if negotiated
and concluded, that such distributors will abide by the terms of said
agreements. There can be no guarantee that contracted distributors will employ
qualified or competent personnel or that they will be able find retailers
willing to carry and purchase Prodijeux's products. As a minority shareholder of
Prodijeux, we have no control over the terms of any agreement for the
distribution of WordXchange. Delays or rising costs in the distribution and
retail sale of WordXchange will have a material adverse effect upon Prodijeux's
business and prospects.

Forward-looking statements

Statements in this Prospectus discuss future expectations and plans which
are considered forward-looking statements as defined by section 27(a) of the
Securities Act of 1933 and section 21(e) of the Securities Exchange Act of 1934.
Sentences which incorporate words such as "believes," "intends," "expects,"
"predicts," "may," "will," "should," "contemplates," "anticipates," or similar
statements are based on our beliefs and expectations using the most current
information available to it. In view of the fact that the discussions in this
Registration Statement are based upon our estimates and beliefs concerning
circumstances and events which have not yet occurred, the anticipated results
are subject to changes and variations as future operations and events actually
occur and could differ materially from those discussed in the forward-looking
statements. Moreover, although we reasonably expect, to the best of our
knowledge and belief, that the results to be achieved by us will be as set
forth, this is not a guarantee and there can be no assurance that any of the
potential results which are described will occur. Furthermore, there will
usually be differences between the forecasted and actual results because events
and circumstances frequently do not occur as expected, and the differences may
be material.

Use of proceeds

We will not receive any proceeds from the sale of the 180,000 shares of
our common stock by selling stockholders. We estimate that our net proceeds from
our offering of 2,500,000 shares of our common stock will be approximately
$2,425,000 (based upon an assumed initial public offering price of $ 1.00 per
share) after deducting estimated offering expenses of $75,000. We will use the
net proceeds of this offering to fund. [pursuant to a loan agreement].
Prodijeux's working capital and general corporate purposes, including product
development, selling and marketing. We will retain broad discretion in the
allocation of the net proceeds of this offering. The amounts we actually spend
will depend upon a number of factors, including the amount of our future
revenues and other factors described elsewhere in this prospectus. Pending such
uses, the net proceeds of this offering will be invested in short or medium
term, interest-bearing, investment grade securities.

Capitalization

In view of the fact that we were formed in October 2000 and our operations
solely consist of our interest in Prodijeux, the following table sets forth, as
of December 31, 2000, on an audited basis, our consolidated capitalization
combined with the consolidated capitalization for Prodijeux, expressed in U.S.
Dollars.

Liabilities

Current liabilities $ 189,255

Long-term liabilities $ 14,088

Stockholders' deficiency

Common stock,
$.001 par value $ 6,000

Total
Stockholder's deficiency $ (31,347)

Total liabilities
and stockholder's deficiency $ 190,675

Dilution

As of December 31, 2000, our Common Stock had a negative net tangible book
value per share of approximately $.021. "Net tangible book value per share" is
the amount of total tangible assets (at book value) less total liabilities,
divided by the number of shares of Common Stock outstanding. After giving effect
to our sale of the maximum number of shares offered hereby at the purchase price
of $1.00 per Share, after deduction of the estimated expenses of this Offering,
the pro forma "net tangible book value per share" as of that date would be
approximately $.383 per share. This represents an immediate increase in the pro
forma net tangible book value of approximately $.404 per share to existing
stockholders and an immediate dilution (i.e., the difference between the
subscription price per Share and such pro forma net tangible book value per
share) of approximately $.616, based upon the purchase price of $1.00 per share
of Common Stock.

The following discussion should be read in conjunction with the financial
statements and the notes to those statements, which appear elsewhere in this
prospectus. The following discussion contains forward-looking statements, which
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors which
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this prospectus.

Management's discussion and analysis
of financial condition and results of operations

Overview

Since inception, all of Prodijeux's activities have been devoted to the
creation and development of WordXchange. Both companies have also been preparing
for the introduction into the marketplace of Prodijeux's products. Prodijeux has
raised CDN$206,500 in operating capital through the investment of tangible and
intangible assets by its founders, Michel Chiarore and Rodolphe Charpentier.

We have purchased a forty-nine and one-half (49.5%) interest in Prodijeux,
in consideration of CDN $100,000. We have also agreed to loan Prodijeux up to
CDN $500,000, of which CDN $330,000 has been advanced as of March 31, 2001, at
an interest rate of seven (7%) percent per annum to be repaid upon the earlier
of Prodijeux achieving sales of at least fifty thousand (50,000) units of
WordXchange or October 1, 2002. Pursuant to such agreement, we are only
committed to loan an additional CDN$170,000. However, it will be in the sole and
absolute discretion of our Board of Directors to increase the amount we lend to
Prodijeux.

Results of operations

The following table sets forth the percentage of net loss represented by
the line items in the statement of operations. As a result of rounding of the
line items, in the statement of operations, the total does not equal 100%:

amount percentage
------ ----------

Revenues $ 12,484 (33%)

Expenses $(85,690) 229%

Other income and expenses
Interest expense $ (830) 0%
Minority interest $ 36,689 (98%)

Net loss for the year $(37,347) 100%

Liquidity and capital resources

We intend to satisfy Prodijeux's working capital requirements principally
through our issuance of debt and equity securities. As of December 31, 2000 we
had a negative working capital of $118,530.

We believe, based upon Prodijeux's current plans and assumptions relating
to its operations, including, assumptions with respect to the progress of
research and development and the costs associated with production, marketing and
sale of its products, that our current cash position will be sufficient to
satisfy Prodijeux's contemplated cash requirements for a period of ninety (90)
days after the date of this prospectus. With respect to Prodijeux's liquidity
requirements for the next 12 months, we believe that the cash flow generated
from Prodijeux's intended future operations and sales of WordXchange will
complement its current cash position, as supplemented by us, and we further
believe that we will be able to satisfy any liquidity needs that may arise by
short term financing. If the need arises, we currently contemplate seeking
additional financing or conducting a public offering in

order to satisfy Prodijeux's additional cash requirements and any obligations it
may have.

Description of business

We were incorporated under the laws of Delaware in October 2000. The
following discussion and disclosure represents our intended business plan and
our intent with respect to the future operations of our business.

Proposed business

We are a forty-nine and one-half (49.5%) percent stockholder of Prodijeux;
Prodijeux creates, develops, markets, produces and manufactures interactive
edutainment, which is learning entertainment in the form of traditional board
games, CD-ROMs, and online multi-player games. Prodijeux, Inc.'s products are
designed to provide the consumer with both entertainment and an educational
experience. The first product developed by Prodijeux, Inc. is WordXchange.
Prodijeux plans to distribute its products through traditional outlets such as
game and toy stores, bookstores, gift and novelty stores, and catalogs.
Prodijeux also has its own web site, which we consider an essential part of its
product development.

Description of WordXchange

WordXchange is classified as a word game in the GAMES and PUZZLES category
in the toy and game industry. WordXchange has been designed in English and
French versions and plans are underway for a Spanish version. WordXchange is
designed to be played by two to four players or teams. A complete game is
estimated to take 30-40 minutes to play. Prodijeux and we believe WordXchange
has all the ingredients to please many age groups ranging from young children to
mature adults. WordXchange is currently available in an advanced edition
designed for ages 10 and up. Prodijeux has plans to begin production of a junior
edition designed for ages 5 and up by May 2001. It is our belief that the game
is of superior quality and is priced competitively. The creators of WordXchange
sought to develop a game which is more fun, creative, and challenging than
Scrabble(R) and takes less time to play. There can be no assurance that
WordXchange will achieve success and popularity comparable to Scrabble(R).

Proposed Targeted Customer base

We believe that the target market for WordXchange is large. Because there
will be both junior and advanced editions, children under the age of 10,
university students, professionals, and parents are all well within
WordXchange's target market. We believe that the strongest market for the
WordXchange's advanced edition are college-educated women, between the ages of
25-45 with children and a household income between $25,000 and $75,000. We
believe that in the age group containing 25-45 year olds, a high percentage of
consumers favor interactive multi-player games which demand intellectual and
strategic acuity. We aim to reach the segment of the market with

consumers of superior education, higher wages and an appreciation for fine
design. The target consumer is concerned with getting the best quality-to-price
ratio available. The target consumer owns a computer and is familiar with the
Internet and its services. This segment is also where we believe the highest
proportion of Scrabble(R) players to be.

Distribution strategies

We are a minority shareholder in Prodijeux and will not be directly
engaged in any part of Prodijeux's business including, but not limited to,
development, production and sales of WordXchange. Prodijeux's intended primary
objective will be distribution of its products. Prodijeux is attempting to close
deals with major distributors in specific markets. Prodijeux is also seeking
distribution contracts with major toy and game industry retailers, including
Gift and Novelty stores, educational retailers, e-tailers, and catalogs.
Prodijeux also plans to attend trade shows, which serve industry-related
manufacturers, distributors and buyers, as well as consumer shows, which cater
to the public at large. The basic advantage of attending these shows is that
attendance offers the opportunity to introduce the game, popularize it, sell it,
and establish industry contacts. We consider the Internet an important
distribution channel. Prodijeux plans to take advantage of the full potential of
the Internet by developing a Website which will promote and sell WordXchange and
future products through an online store, drawing prospective and current
customers to the site with helpful, timely information. Prodijeux will
strategically coordinate the Website and e-commerce activities with its
marketing activities for the traditional market, thus creating a synergistic and
complementary effect.

Sales and Marketing Strategy

Prodijeux intends to create unique packaging for WordXchange in order to
create quick market awareness and product recognition. There can be no assurance
that this approach will be successful. This will be part of multi-faceted
marketing campaign designed to introduce WordXchange to the retail market.
Prodijeux is participating in retail and consumer tradeshows, sending out media
kits and sample games as means of creating a market for WordXchange. Prodijeux
also plans to develop a Web Site as an integral part of our advertising and
promotional plan. This will be crucial to quickly developing a market and
gaining market acceptance.

Dividend Policy

To date, we have not paid dividends on our common stock and at the present
time, we intend to retain earnings, if any, to loan to Prodijeux for its
development and expansion. There can be no assurance that we will have enough
earnings to pay any dividends on our common stock. Even if we have sufficient
earnings, we are not obligated to declare dividends on our common stock. Our
Board of Directors has sole and absolute discretion whether to declare any cash
or stock dividends. This decision will be based upon the following: earnings,
capital requirements, our financial position, general economic conditions, and
other factors the board may consider. It is also possible that the terms of any
future debt financing may restrict the payment of dividends.

Employees

Apart from our executive officers and directors, we currently employ no
employees. We do not maintain "key man" insurance on the life of any of our
employees.

Offices

Our offices are headquartered at 2700 N. Military Trail, Suite 100, Boca
Raton, Florida. Prodijeux's offices are headquartered at 1751 Richardson Street,
Suite 5507, Montreal, Quebec, H3T 1G6, Canada.

Management
Executive officers and directors

The following table sets forth the names and ages of the members of our
board, our executive officers and the positions they each hold.

Name Age Position
- ---- --- --------

Paul Michelin 61 President & Director

Robert Michelin 37 Secretary & Director

Paul Michelin is our President and one of our Directors. Since 1992 Mr. Michelin
has served as the President and a Director of FMC Group, Inc., a financial
consulting firm the stock of which he owns with his wife as joint tenants with a
right of survivorship. Mr. Michelin has also served since 1995 as the Secretary
and Director of COA Development Corp. f/k/a OT Computer Training Corp., TL
Industries, Inc., and International Software Technologies Corp. In addition, Mr.
Michelin has served as the Chairman of the Board and Director of VI Solutions
Inc. f/k/a Stratosphere Multimedia Corp., which is engaged in the business of
video conferencing sales and services. Since August 1995, Mr. Michelin has been
a Director of Multicast Interactive Corp., f/k/a Stratosphere Communications
Corp. Mr. Michelin also served from 1990 until 2000 as Secretary and Director of
dotWAP.com f/k/a Nationwide Resources, Inc. which develops and markets computer
software. Furthermore, Mr. Michelin has served since 1996 as a Director of Your
Travel Connections, Inc., a travel agency 75% of which is owned by Louisa
Michelin. Mr. Michelin attended McGill University in Montreal, Canada. Mr.
Michelin has also served as a Director of Visitel Enterprises since January
2000, as Director of QwikCap Corp. f/k/a Pacific Multimedia Corp. since
September 1999, and as President and as Director of Solutions Software f/k/a MIS
Solutions, Inc. since March 16, 2001. From 1983 to 1987, Mr. Michelin was a
principal of Michelin & Company, Inc., a brokerage firm. In 1986 and 1987,
certain allegations were made against

Mr. Michelin and Michelin & Company, Inc. with respect to non-compliance with
certain state and NASD regulations. Mr. Michelin has advised management that the
foregoing claims were totally without merit. Nevertheless, he chose to pay
certain fines in order to avoid the expenditure of substantial time and money in
litigation. The Company made a determination to cease business and elected not
to pay the fine to the NASD in view of the fact that the only penalty for
non-payment would be the suspension of its business, which the Company had
determined to cease.

Robert Michelin is our Secretary and one of our Directors. Since January 1999,
Mr. Michelin has served as the Vice President of Kensington Sports Management,
Inc., a sports management firm specializing in the representation of
professional coaches. Kensington Sports Management is located in Montreal,
Quebec, Canada. Mr. Michelin previously practiced law specializing in labor and
employment matters. From September 1994 to June 1996, he was an attorney with
the law firm of Herman Blaikie located in Montreal, Quebec, Canada. Mr. Michelin
was a sole practitioner from June 1996 to November 1997 and was an attorney with
the firm of O'Connor and Greenspan, also located in Montreal, Quebec, Canada,
from November 1997 to January 1999. Mr. Michelin has been an independent
journalist specializing in legal subjects since 1996. Mr. Michelin attended
McGill University in Montreal and L'Institut d'Etudes Politiques in Paris,
France.

The following table sets forth the names and ages of the members of
Prodijeux's board, their executive officers and the positions they each hold.

Name Age Position
- ---- --- --------

Michel Chiarore 42 Director, President

Rodolphe Charpentier 42 Director, Vice President, Creative
Director

Paul Michelin 61 Director

Robert Michelin 37 Director

Michel Chiarore has been Prodijeux's President and one of its Directors since
1998. In addition, he has been the President of Diffusion Le Bouquin, a book
distribution company located in Montreal, Quebec, Canada.

Rodolphe Charpentier is one of Prodijeux's Directors and its Creative Director
and Vice President of Marketing. For the past twenty years, Mr. Charpentier has
been a Designer and Communications consultant in the Communications and Graphic
Arts industry.

Outside directors will not be compensated for attendance at board meetings. Each
outside director will be entitled to reimbursement for reasonable expenses
incurred with respect to attending each meeting.

Executive compensation

Paul Michelin, our President and one of our Directors, does not receive
compensation.

Robert Michelin, our Secretary and one of our Directors, does not receive
compensation.

Prodijeux:

Prodijeux has entered into an employment agreement with its president,
Michel Chiarore. The agreement provides a salary in the amount of $60,000
Canadian dollars per year. The agreement also provides for an annual bonus
equivalent to five (5%) of the pre-tax profits of Prodijeux as calculated by
outside auditors in accordance with GAAP, above the first One Hundred Twenty
Thousand (CDN $120,000) of such profits during the year. Prodijeux may terminate
the agreement at any time, with or without cause.

Prodijeux has entered into an employment agreement with its vice president
and creative director, Rodolphe Charpentier. The agreement provides a salary in
the amount of $60,000 Canadian dollars per year. The agreement also provides for
an annual bonus equivalent to five (5%) of the pre-tax profits of Prodijeux as
calculated by outside auditors in accordance with GAAP, above the first One
Hundred Twenty Thousand (CDN $120,000) of such profits during the year.
Prodijeux may terminate the agreement at any time, with or without cause.

Prodijeux also employs our secretary, Robert Michelin, as an independent
contractor. Mr. Michelin is paid a monthly retainer of CDN $2,000.

Stock option plan

We intend to implement a stock option plan in the future. The purpose of
the plan will be to provide our directors, officers, key employees and
consultants with additional incentives by increasing their ownership interests.
The stock option plan, which we anticipate will incorporate both qualified and
non-qualified options, will contain terms that shall be approved by the board
and submitted to the shareholders for approval.

Certain relationships and transactions

ADC Development Corp., of which FMC Group Inc. owns eighty-three (83%)
percent of its capital stock, owns the majority of our outstanding common stock.
Accordingly, FMC Group through ADC Development will be able to exert complete
control over matters requiring approval by our stockholders, including, but not
limited to the election of directors and the approval of mergers or other
business combinations.

We own forty-nine and one-half (49.5%) percent of the outstanding stock of
Prodijeux. We have also agreed to loan Prodijeux CDN $500,000, of which CDN
$330,000 has been advanced as of March 31, 2001, at an interest rate of seven
(7%) percent per annum. This loan is to be repaid upon the earlier of (i)
Prodijeux achieving sales of at least fifty thousand (50,000) units of
WordXChange, or (ii) by October 1, 2002. Although we are only committed to loan
an additional CDN $170,000 pursuant to our loan agreement with Prodijeux, our
Board reserves the right in their sole and absolute discretion to loan to
Prodijeux additional funds.

Principal stockholders

The following table sets forth the number of common stock owned and the
percentage of our outstanding shares of common stock as of March 2001 for the
following:

o all persons who own more than five percent of our outstanding common
stock;
o each officer and director;
o officers and directors as a group.

- -----------------------------------------------------------------------
AMOUNT OF
NAME BENEFICIAL OWNERSHIP PERCENTAGE
---- -------------------- ----------
- -----------------------------------------------------------------------
ADC Development Corp. 6,000,000 96%
2700 North Military Trail, # 100,
Boca Raton, Florida, 33431
- -----------------------------------------------------------------------
Robert Michelin, Director and 0 0%
President
- -----------------------------------------------------------------------
Paul Michelin, Director and 6,000,000 96%
Secretary (1)
- -----------------------------------------------------------------------
All Officers & Directors as a group 6,000,000 96%
- - Two people (1)
- -----------------------------------------------------------------------

(1) Includes 6,000,000 shares held by ADC Development Corp., of which eighty
three (83%) percent of its capital stock is owned by FMC Group Inc., of which
Mr. Michelin is the President and a Director. Mr. Michelin, together with his
wife is

the sole shareholder of FMC Group Inc.

Plan of distribution

Prior to this offering, no public market for our securities existed. A
total of up to 2,680,000 shares may be sold pursuant to this prospectus. This
includes 2,500,000 shares of our common stock, which as of the date of this
Prospectus, have not been issued. Such shares are being offered by us, using our
officers, directors, and broker-dealers on a self-underwritten, best efforts
basis. The .broker-dealers' commissions will be paid as may be negotiated in
accordance with applicable laws and regulations The remaining 180,000 shares may
be sold pursuant to this prospectus by the stockholders listed below. We will
not receive any of the proceeds from the sale of our common stock by the selling
stockholders. Except as we have described above, the stockholders selling our
stock has never held any position or office with us or had any other material
relationship with us.

The selling stockholders may, from time to time sell all or a portion of
their registered shares in negotiated transactions or on any exchange in which
we may list or trade our common stock, at prices then prevailing or related to
the then current market price. The shares will not be sold in an underwritten
public offering, but may be sold either directly or through brokers or dealers.
Brokers or dealers may receive commissions or discounts, which will be
negotiated in accordance with applicable laws and regulations, from selling
stockholders, or if any such broker-dealer acts as agent for the purchaser of
such shares, from the purchaser, in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved.

The following list assumes all shares which will be registered based on
the filing of this prospectus are sold by the selling shareholders.

- --------------------------------------------------------------------------------
Percentage
Shares owned Shares owned of shares
Selling prior to Shares following following
Stockholder offering registered offering offering
- ----------- -------- ---------- -------- --------
- --------------------------------------------------------------------------------
John C. Caras 40,000 40,000 0 0%
- --------------------------------------------------------------------------------
Angela Grandinetti 20,000 20,000 0 0%
- --------------------------------------------------------------------------------
Samantha Hockenberry 20,000 20,000 0 0%
- --------------------------------------------------------------------------------
Teddy Hockenberry 20,000 20,000 0 0%
- --------------------------------------------------------------------------------
Joseph Letzer 10,000 10,000 0 0%
- --------------------------------------------------------------------------------
James Perretty 10,000 10,000 0 0%
- --------------------------------------------------------------------------------
Jeanne Perretty 10,000 10,000 0 0%
- --------------------------------------------------------------------------------
Thad Pryor 40,000 40,000 0 0%
- --------------------------------------------------------------------------------
Stephen S. Shelman 10,000 10,000 0 0%
- --------------------------------------------------------------------------------

Description of the securities

General

The following description summarizes our authorized and currently
outstanding securities. We are authorized to issue Twenty Million (20,000,000)
shares of common stock, par value $.001 per share and a maximum of Two Million
2,000,000 shares of preferred stock, $.01 per share. There are 6,180,000 shares
of common stock issued and outstanding as of the date of this prospectus. No
shares of preferred stock have been issued.

Common stock

Each holder of shares of our common stock, issued and outstanding, is
entitled to one vote per share held and has the sole right and power to vote
upon all matters upon which a vote of stockholders is taken. Neither our
certificate of incorporation nor our by laws permit our stockholders to vote
their shares cumulatively. Upon liquidation, dissolution, or winding up of our
business, the owners of common stock are entitled to receive our net assets in
proportion to the respective number of shares held by them, following payment to
our preferred stockholders. The holders of common stock do not have any
preemptive right to subscribe for or purchase any shares of any class of stock.
All of our outstanding shares of common stock are fully paid and non-assessable
and not subject to further call or redemption.

To date, we have never paid dividends on any of our common stock. We do
not guarantee that we will have enough earnings to pay any dividends on our
common stock. Even if we have sufficient earnings, we are not required to
declare dividends on our common stock. Whether we should declare cash or stock
dividends will be in the sole and absolute discretion of our board and will
depend upon our earnings, capital requirements, financial position, general
economic conditions and other relevant factors. It is also possible that the
terms of any future debt financing may restrict declaration of dividends.

Preferred stock

We are authorized by our certificate of incorporation to issue preferred
stock, in one or more series which may contain rights, privileges and
limitations, including:

o Conversion privileges
o Dividends
o Redemption rights
o Liquidation privileges.

Except as specifically provided by the Delaware General Corporation Law
relating to the voting by all classes of stock, holders of preferred stock will
have no voting rights unless specifically granted by our board. We have not
issued any of our preferred stock, as of the date of this prospectus and
currently have no plans to do so.

If any shares of preferred stock are issued, a certificate of designation,
setting forth the series of such preferred stock and the rights, privileges and
limitations of the holders of the preferred stock will be filed with the
Secretary of State of the State of Delaware. This may have the effect of
delaying, deferring or preventing a change in control of our management without
further action by other stockholders and may adversely affect the rights of the
holders of our common stock.

Warrants

As of the date of this registration statement, there are no warrants to
purchase shares of our common stock outstanding.

Determination of offering price

Prior to this offering of our common stock, there has been no public
market for any of our securities and there can be no assurance that a market
will develop. The price of our common stock, when sold by our stockholder will
be determined by broker-dealers and market makers in negotiated transactions, or
trades over the open market where we intend to list our common stock. Among
factors which may be considered by broker-dealers, market makers and investors
to determine the price for our securities in the public market are:

o estimates of our business potential;
o prevailing market conditions in the U.S. economy and the market in
which we intend to compete;
o an evaluation of other companies comparable to us and their ability
to effectively compete with our product.

Transfer agent

The transfer agent for our common stock is Liberty Transfer Company, 191
New York Avenue, Huntington, New York 11243

Shares eligible for future sale

Prior to this offering, there has been no public market for our common
stock. Future sales of substantial amounts of common stock in the public market,
or the availability of shares for sale, could adversely affect the prevailing
market price of our common stock and our ability to raise capital through an
offering of equity securities.

The 2,680,000 shares of common stock offered in this offering will be
immediately tradeable without restriction under the Securities Act, except for
any shares held by an "affiliate" of ours, as that term is defined in the
Securities Act. Affiliates will be subject to the resale limitations of Rule

144 under the Securities Act. The remaining 6,000,000 shares of common stock
will be deemed "restricted securities" as defined in Rule 144.

In general, under Rule 144, a stockholder, or stockholders, whose shares
are aggregated, who has beneficially owned "restricted securities" for at least
one,year will be entitled to sell an amount of shares within any three month
period,equal to the greater of:

o 1% of the then outstanding shares of common stock; or

o the average weekly trading volume in the common stock during the four
calendar weeks immediately preceding the date on which notice of the sale is
filed with the commission, provided certain requirements are satisfied.

In addition, our affiliates must comply with additional requirements of
Rule 144 in order to sell shares of common stock, including shares acquired by
affiliates in this offering. Under Rule 144, a stockholder who had not been our
affiliate at any time during the 90 days preceding a sale by him, would be
entitled to sell those shares without regard to the Rule 144 requirements if he
owned the restricted shares of common stock for a period of at least two years.
The foregoing summary of Rule 144 is not a complete description.

Interest of named experts and counsel

Legal matters

The legality of our common stock has been passed upon on our behalf by
Mintz & Fraade, P.C., New York, New York.

Experts

The financial statements included in this prospectus and in the
registration statement have been audited. Our financial statements have been
audited by Daszkal, Bolton, Manela, Devlin & Co. 2401 NW Boca Raton Blvd., Suite
100, Boca Raton, FL 33431, independent chartered accountants, to the extent and
for the periods set forth in their reports appearing elsewhere in this
prospectus and in the registration statement, and are included in reliance upon
such reports given upon the authority of each said firm as experts in accounting
and auditing.

Legal proceedings

We do not know of any litigation pending, threatened or contemplated, or
unsatisfied judgments, against us, or of any proceeding to which we are a party.

Available information

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2 under the Securities Act, together with all amendments
and exhibits, for the securities registered by this registration statement. This
prospectus, filed as a part of the registration statement, does not contain all
of the information set forth in, or annexed as exhibits to, the registration
statement, parts of which are omitted in accordance with the rules and
regulations of the commission. For further information about us, please refer to
the registration statement, including its exhibits and schedules, which may be
inspected without charge at the principal office of the commission, 450 Fifth
Street, NW, Washington, D.C. 20549, or at other regional offices of the
commission. Copies of such material may be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates. To obtain information on the operation of the Public
Reference Room, the Securities and Exchange Commission can be contacted at
1-800-SEC-0330. Such material may also be accessed electronically at the SEC's
home page on the Internet at http://www.sec.gov.

- --------------------------------------------------------------------------------

AnagramPlus, Inc.

2,680,000 shares

--------------

PROSPECTUS

--------------

We have not authorized anyone to give any information or to make any
representations other than those contained in this prospectus. No other
information should be relied upon. The information contained in this prospectus
is current only to the date of this prospectus. This prospectus does not offer
to sell any securities in any jurisdiction where to do so would be unlawful.

----------

Until , 2001, 25 days after the date of this prospectus, all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a prospectus.
This is in addition to the obligations of dealers to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.

______ , 2001

=========================================

INDEX TO FINANCIAL STATEMENTS

Independent Auditors' Report ...............................................F-1

Consolidated Balance Sheet at December 31, 2000 ............................F-2

Consolidated Statement of Operations, for period from October 1, 2000
(inception) through December 31, 2000 ......................................F-3

Consolidated Statement of Changes in Stockholders Deficit, for period
from October 1, 2000 (inception) through December 31, 2000 .................F-4

Consolidated Statement of Cash Flows, for period from October 1, 2000
(inception) through December 31, 2000 ......................................F-5

Notes to Consolidated Financial Statements ................................F-6-9

PART II

Item 24. Indemnification of Directors and Officers.

Article SEVENTH of the Registrant's Certificate of Incorporation, contains
the following provision with respect to the indemnification of directors of the
Company:

"SEVENTH: The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by the provisions of
Section 102(b)(7) of the General Corporation Law of the State of Delaware, as
the same may be amended or supplemented."

Sections 1, 2, 3 and 4 of Article 8 of the Registrant's By-laws contain
the following provisions with respect to the indemnification of directors,
officers and authorized representatives:

"Section 1. Indemnification of Directors and Officers in Third Party
Proceedings. The Corporation shall indemnify any director or officer of the
Corporation who was or is an "authorized representative" of the Corporation
(which shall mean for the purposes of this Article a director or officer of the
Corporation, or a person serving at the request of the Corporation as a
director, officer, partner or trustee of another corporation, partnership, joint
venture, trust or other enterprise) and who was or is a "party" (which shall
include for purposes of this Article the giving of testimony or similar
involvement) or is threatened to be made a party to any "third party proceeding
" (which shall mean for purposes of this Article any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Corporation) by
reason of the fact that such person was or is an authorized representative of
the Corporation, against expenses (which shall include for purposes of this
Article attorney's fees and disbursements), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such third party proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to a criminal third party
proceeding (which shall include for purposes of this Article any investigation
which could or does lead to a criminal third party proceeding) had not
reasonable cause to believe such conduct was unlawful. The termination of any
third party proceeding by judgment, order, settlement, indictment, conviction or
upon a plea of no contest or its equivalent, shall not, of itself, create a
presumption that the authorized representative did not act in good faith and in
a manner which such person reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any criminal third party
proceeding, had reasonable cause to believe that such conduct was unlawful.

Section 2. Indemnification of Directors and Officers in Corporate
Proceedings. The Corporation shall indemnify any director or officer of the
Corporation who was or is an authorized representative of the Corporation and
who was or is a party or is threatened to be made a party to any "corporate
proceeding" (which shall mean for purposes of this Article any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor or any investigative proceeding by or on behalf
of the Corporation) by reason of the fact that such person was or is an
authorized

II-1

representative of the Corporation, against expenses (including attorneys' fees
and disbursements) actually and reasonably incurred by such person in connection
with the defense or settlement of such corporate proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in, or not
opposed to, the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of such person's duty to the Corporation unless
and only to the extent that the court in which such corporate proceeding was
pending shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such authorized
representative is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

Section 3. Indemnification of Authorized Representatives. To the
extent that an authorized representative of the Corporation who neither was nor
is a director or officer of the Corporation has been successful on the merits or
otherwise in defense of any third party or corporate proceeding or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses actually and reasonably incurred by such person in connection
therewith. Such an authorized representative may, at the discretion of the
Corporation, be indemnified by the Corporation in any other circumstances to any
extent if the Corporation would be required by Section 1 or 2 of this Article
VIII to indemnify such person in such circumstances to such extent as if such
person were or had been a director or officer of the Corporation.

Section 4. General Terms. Any indemnification under Section 1 and
Section 2 of this Article VIII (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he had met the applicable standard of conduct set forth in
Section 1 and Section 2 of this Article VIII. Such determination shall be made
(i) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in written
opinion, or (iii) by the stockholders.

Expenses incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in these By-laws.

Section 145 of the Delaware General Corporation Law also contains
provisions entitling directors and officers of the Company to indemnification
from judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys' fees, as the result of an action or proceeding in which
they may be involved by reason of being or having been a director or officer of
the Company (or, at the request of the Company,, a director or officer of
another corporation or other enterprise); provided the officers or directors
acted in good faith.

The Company also may obtain an insurance policy which will cover officers and
directors for any liability arising out of their actions in such capacity.

The foregoing do not and will not eliminate or limit the liability of a
director for violating his duty of loyalty (which includes the obligation of a
director of the Company to refrain from self-dealing with respect to the
Company, improperly competing with the Company or usurping Company
opportunities), failing to act in good faith, engaging in intentional misconduct
or knowingly violating a law or participating in the payment of a dividend or a
stock repurchase or redemption for himself. The foregoing also do not and will
not affect any director's liability under federal securities laws or the
availability of equitable remedies such as an injunction or rescission for
breach of fiduciary duty.

Item 25. Other Expenses of Issuance and Distribution.

The following table sets forth an itemized list of all expenses to
be borne by the Registrant in connection with the issuance and distribution of
the securities being registered hereby other than underwriting discounts and
commissions and non-accountable expenses.

SEC Registration Fee ............................................ $ 670.00
Printing and Engraving .......................................... * 5,000.00
Legal Fees and Expenses ......................................... *40,000.00
Accounting Fees and Expenses .................................... * 5,000.00
Transfer Agent Fees ............................................. * 4,000.00
Miscellaneous Expenses .......................................... 20,330.00

TOTAL ................................................... $75,000.00

- ----------
* Estimated.

Item 26. Sales of Unregistered Securities.

Effective October 4, 2000, the Registrant issued an aggregate of 6,000,000
shares of Common Stock to a single entity as founder's shares. The issuance of
all such shares of Common Stock did not require registration under the
Securities Act in that all of such shares of Common Stock were issued pursuant
to an exemption from the registration requirements of the Securities Act
afforded by Section 4(2) thereof.

Item 27. Exhibits.

Number Description
- ------ -----------
3.1 Articles of Incorporation of Registrant.
3.2 By-Laws of Registrant.

4.1 Specimen Common Stock Certificate.
5.1* Opinion of Mintz & Fraade, P.C.
23.1* Consent of Mintz & Fraade, P.C. (Included in 5.1)
23.2 Consent of Daszkal, Bolton, Manela, Devlin & Co.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).

- ----------
* To be filed by amendment.

Item 28. Undertakings.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to any of the provisions described under Item 24
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will governed by the final adjudication of such issue.

The Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(a) include any prospectus required by Section 10(a)(3) of the
Securities Act;

(b) reflect in this prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement; and,
notwithstanding the forgoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering; and

The Registrant hereby further undertakes that it will:

(1) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this Registration Statement as
of the time the Commission declared it effective; and

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the Registration
Statement, and that offering of such securities at that time as the
initial bona fide offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, we
certify that we have reasonable grounds to believe that we meet all of the
requirements of filing on Form SB-2 and authorize this registration statement to
be signed on our behalf by the undersigned, in Boca Raton, State of Florida, on
April 10, 2001.

Anagram Plus, Inc.

By: /s/ Paul Michelin, President
----------------------------
Paul Michelin, President

POWER OF ATTORNEY

We, the undersigned officers and directors of Anagram Plus, Inc., hereby
severally constitute and appoint Robert Michelin and paul Michelin, each acting
individually, our true and lawful attorneys-in-fact and agents, with full power
of substitution, for us and in our stead, in any and all capacities, to sign any
and all amendments (including pre-effective and post-effective amendments) to
this Registration Statement and all documents in connection thereto, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting to said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing necessary or advisable to be done in
and about the premises, as full to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all the said
attorneys-in-fact and agents, or any of them, or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.

Name Title Date
---- ----- ----

/s/ Paul Michelin Director April 10, 2001
- ------------------------
Paul Michelin

/s/ Robert Michelin Director April 10, 2001
- ------------------------
Robert Michelin

[Letterhead of Daszkal, Bolton, Manela, Devlin & Co.]

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Anagram Plus, Inc. and subsidiary

We have audited the accompanying consolidated balance sheet of Anagram Plus,
Inc. and subsidiary as of December 31, 2000, and the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for
the period from October 1, 2000 (inception) through December 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Anagram Plus, Inc.
and subsidiary as of December 31, 2000 and the results of its operations and its
cash flows for the period from October 1, 2000 (inception) through December 31,
2000 in conformity with accounting principles generally accepted in the United
States of America.

/s/ Daszkal, Bolton, Manela, Devlin & Co.

Boca Raton, Florida
February 19, 2001

F-1

ANAGRAM PLUS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2000
================================================================================

ASSETS

Current assets:
Cash $ 9,381
Accounts receivable 20,742
Inventory 40,602
---------
Total current assets 70,725

Property and equipment, net 9,354

Goodwill, net 107,396

Intangibles, net 3,200
---------

Total assets $ 190,675
=========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable $ 4,465
Notes payable 39,904
Note payable - related party 144,886
---------
Total current liabilities 189,255

Notes payable - long-term 14,088
---------

Total liabilities 203,343
---------

Minority interest 18,679
---------

Stockholders' deficit:
Preferred stock, $0.01 par value; 2,000,000 shares
authorized --
Common stock, $.001 par value; 20,000,000 shares
authorized, 6,000,000 shares issued and outstanding 6,000
Accumulated deficit (37,347)
---------
Total stockholders' deficit (31,347)
---------

Total liabilities and stockholders' deficit $ 190,675
=========

See accompanying notes to consolidated financial statements.

F-2

ANAGRAM PLUS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 1, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000
================================================================================

Revenues $ 12,484

Costs of goods sold (12,210)
-----------

Gross profit 274

Selling, general and administrative expenses (73,480)

Interest expense (830)
-----------

Net loss before minority interest (74,036)

Minority interest 36,689
-----------

Net loss $ (37,347)
===========

Net loss per share (basic and diluted) (0.01)
===========

Weighted average shares outstanding (basic and diluted) 6,000,000
===========

See accompanying notes to consolidated financial statements.

F-3

ANAGRAM PLUS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S DEFICIT
FOR THE PERIOD FROM OCTOBER 1, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000
================================================================================

Common Stock
--------------------- Accumulated
Shares Amount Deficit Total
--------- --------- --------- ---------

Balance at October 1, 2000
(Inception) -- $ -- $ -- $ --

Common stock issued 6,000,000 6,000 -- 6,000

Net loss for the period -- -- (37,347) (37,347)
--------- --------- --------- ---------

Balance at December 31, 2000 6,000,000 $ 6,000 $ (37,347) $ (31,347)
========= ========= ========= =========

See accompanying notes to consolidated financial statements.

F-4

ANAGRAM PLUS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 1, 2000 (INCEPTION) THROUGH DECEMBER 31, 2000
================================================================================

Cash flows from operating activities:
Net loss $ (37,347)
Adjustments to reconcile net loss to cash provided (used) by
operating activities:
Depreciation and amortization 5,858
Minority interest in net loss of subsidiary (36,689)
Changes in assets and liabilities, net of effects of acquisitions:
(Increase) decrease in:
Accounts receivable (20,742)
Inventory (40,602)
Increase in accounts payable 1,016
---------
Net cash used in operating activities (128,506)
---------

Cash flows from investing activities:
Purchase of property and equipment (7,055)
Net liabilities assumed for cash in acquisition (11,302)
---------
Net cash used in investing activities (18,357)
---------

Cash flows from financing activities:
Proceeds from issuance of common stock 6,000
Proceeds from long term debt 150,244
---------
Net cash provided by financing activities 156,244
---------

Net increase in cash 9,381
---------

Cash at beginning of period --
---------

Cash at end of period $ 9,381
=========

Supplemental disclosure of cash flow information:
Interest paid $ 830
=========

See accompanying notes to consolidated financial statements.

F-5

ANAGRAM PLUS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Anagram Plus, Inc. (the Company), a wholly owned subsidiary of ADC Development
Corp., is a 49.5% owner of the Canadian company Prodijeux, Inc. (subsidiary),
and exercises significant control as a result of related parties that own
additional common shares. The accompanying consolidated financial statements
represent those of the Company and its subsidiary.

The Company, through its subsidiary, specializes in the creation and development
of interactive education/entertainment products in the form of traditional
family board games, CD-ROM and on-line multiplayer games for the Internet.

The first game in this line of "edutainment" products is "Anagram Plus" and the
related junior edition "WordXchange." The game will be distributed in department
stores, toy specialty stores and bookstores.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
parent company, Anagram Plus, Inc. and its subsidiary. All significant
intercompany accounts and transactions have been eliminated.

Cash Equivalents

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents. There are no cash
equivalents at year-end.

Property and Equipment

Property and equipment is recorded at cost and is depreciated using accelerated
methods over the assets estimated useful lives.

Advertising

Advertising costs are expensed when incurred. The advertising cost incurred for
the period ended December 31, 2000 was $2,328.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Inventory

Inventory is valued at the lower of cost and replacement value. The cost of the
inventory is determined by using the first-in, first-out method.

F-6

ANAGRAM PLUS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Goodwill

Goodwill represents the amount by which the purchase price of a business
acquired exceeds the fair market value of the net assets acquired under the
purchase method of accounting. Goodwill is being amortized on a straight-line
method over ten years. Accumulated amortization at December 31, 2000 is $2,754.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

2000
--------

Equipment $ 6,400
Computer equipment 5,719
--------
Total property and equipment 12,119
Less: accumulated depreciation (2,765)
--------
Property and equipment, net $ 9,354
========

Depreciation expense for the period ended December 31, 2000 was $2,765.

NOTE 4 -LONG-TERM DEBT

Long-term debt consisted of the following:

Term bank loan bearing interest at prime plus 1.5%, (10% at
December 31, 2000) repayable in monthy capital installments
of $833 until September 2003, plus interest. The loan is
secured by all the assets of the Company. $ 18,359

Loans payable to individuals bearing interest at a rate
representing 7% of net income after taxes, due upon demand. 23,366

Loan payable to an individual bearing interest at a rate of
10% annually, due upon demand. 9,862

Loan payable to an individual, non-interest bearing, with no
specific terms of repayment and not repayable before January
1, 2002. 1,330

Loan payable to shareholder, non-interest bearing with no
specific terms of repayment and not repayable before
January 1, 2002. 1,075
--------

53,992

Less: current portion (39,904)
--------

Total long-term debt $ 14,088
========

F-7

ANAGRAM PLUS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE 4 -LONG-TERM DEBT, continued

Long-term debt principal repayments to be made during the subsequent years are
as follows:

For the years ending December 31,
---------------------------------

2001 $39,904
2002 9,081
2003 5,007
-------
$53,992
=======

NOTE 5 - INTANGIBLES

Intangible properties consist of trademark and financing costs and are accounted
for at cost. Amortization is based on the estimated useful life using the
straight-line method over five years.

Accumulated 2000 Net
Cost Amortization Value
---- ------------ --------

Trademark $2,738 $ 260 $2,478
Financing costs 801 79 722
------ ------ ------
$3,539 $ 339 $3,200
====== ====== ======

NOTE 6 - INCOME TAXES

Temporary differences between the financial statement carrying amounts and tax
basis of assets and liabilities did not give rise to significant portions of
deferred taxes at December 31, 2000.

As of December 31, 2000, the Company had an unused net operating loss carry
forward of $70,000 available for use on its future corporate federal tax
returns. The Company's evaluation of the tax benefit of its net operating loss
carry forward is presented in the following table. The tax amounts have been
calculated using the Company's effective income tax rate resulting from the use
of graduated rates.

2000
--------
Deferred tax asset:
Tax benefit of net operating loss $ 26,250
Less: valuation allowance (26,250)
--------
Deferred tax asset $ --
========

Year Loss Originated Year Expiring
-------------------- -------------

December 31, 2000 2015

F-8

ANAGRAM PLUS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================

NOTE 7 - RELATED PARTY TRANSACTIONS

During the three months ended December 31, 2000, the Company executed a
non-interest bearing demand note with its parent (ADC Development Corp.). Under
the terms of this note the parent, during the three month period loaned the
Company $144,886. At December 31, 2000 the Company owed its parent $144,886. In
February 2001 the Company executed an unsecured promissory note for $500,000, or
a lesser amount actually loaned now or in the future, with its parent. Under the
terms of the note, interest of 6% per year will begin to accrue on the unpaid
balance as of February 28, 2001. The unpaid principal balance and interest
becomes due on September 30, 2001.

NOTE 8 - PURCHASE OF PRODIJEUX BY ANAGRAM

At its inception the Company entered in to a stock subscription agreement with
the shareholders of Prodijeux, Inc. (subsidiary), a Canadian company. According
to the terms of the agreement the Company purchased 495 shares of the
subsidiary, representing 49.5% (and exercises significant control) of the
outstanding shares in exchange for $66,670. The purchase price was allocated to
the 49.5% of the assets acquired based on their estimated fair values. The 49.5%
of the assets acquired total $2,736 and the portion of the liabilities assumed
were $46,216. The stockholders' deficit was allocated to goodwill. Goodwill
totaled $110,150 and is being amortized on a straight-line basis over 10
years.The acquisition has been accounted for as a purchase and the results of
operations have been included from the date of acquisition.

NOTE 9 - CURRENCY RATES

For the purpose of conversion from Canadian Dollars to U.S. Dollars, the end of
the month exchange rate was used. This rate, as quoted in the Wall Street
Journal, was $ .6676 Canadian Dollars to 1 U.S. Dollar at December 31, 2000. The
high for the three month period ended December 31,2000 was $.6676 to 1 U.S.
dollar and the low for the same period was $.6467 to 1 U.S. dollar.

NOTE 10 - OPERATING LEASE

The Company leases its facility under an operating lease, with a term of two
years, payable in monthly installments. Total lease expense for the three months
ended December 31, 2000 was $1,935.

Future minimum lease payments are as follows:

Period ended
December 31, Amount
------------ ------

2001 $ 6,300
2002 4,365
-------
$10,665
=======

F-9