I used PDDU for the little sheep, I cut it twice, once in black and once in white.
I ran the white one through the cuttlebug swirls embossing folder.
I used fun flock on the black one to give it an fluffy look.
The sky is done with chalks.
The fence is also from PDDU, the grass is fro ZB.
The letters are from Pooh font.
Finally i added a little prima and some sparkle!