This MAY have been my first Actionscript 3 project if I recall correctly.  I remember upgrading from AS2 to AS3.  One of our devs at 360KID started this internal project, and I did the language upgrade…adding new features along the way.

Basically, the idea was to make this a product we could sell and reskin as part of our client services.  It was pretty much a kid friendly Photoshop.  I added some cool features as new Flash features came along like saving the photo you made to your desktop from the web.