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U.S. Patented, SEC-Compliant Funding Through Crowdfunding MediaShares Companies Need Capital to Start or Grow Problem: Current Funding Environment All Funding is hard to find now Banks loans are extremely difficult to obtain Many VC’s Not Funding

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U.S. Patented, SEC-Compliant

Funding Through Crowdfunding


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MediaShares

Companies Need Capital to Start or Grow

Problem: Current Funding Environment

  • All Funding is hard to find now

  • Banks loans are extremely difficult to obtain

  • Many VC’s Not Funding

  • Angels are very conservative (or Broke) now


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MediaShares

New Funding Source: Crowdfunding

CurrentExamples:

  • Sellaband.com, record albums

  • Kickstarter.com, creative projects

  • IndieGoGo.com, movies

  • RacingShares.co.uk, Racehorses

  • JustinWilsonplc.com, Formula One Team

  • MyFootballClub.co.uk, Sports team

  • Barack Obama, Presidential Campaign ($600 million?)

  • AgeofStupid.net, TV Show (Not! – raised over 800,000 pounds)

  • Trampoline Systems,U.K. Technology firm! (instead of VC)


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Crowdfunding Works!

Crowdfunding Successes:

  • Trampoline Systems: London-based social analytics system raised 500,000

  • pounds (instead of VC funding)

  • Barack Obama, Presidential Campaign ($600 million?)

  • AgeofStupid.net: TV Show (Not Stupid! – raised over

  • 800,000 pounds)




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MediaShares

Current Crowdfundingexamples:

  • Majority are outside the U.S. (different Regulations)

  • U.S. Crowdfunding is mostly through Donations

  • “Investments” highly regulated by SEC


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MediaSharesA New Method Of Public Financing

MediaShares - A Financial Services Company Offering:

  • An SEC-compliant Method of Crowdfunding

  • Two Types of Online Offerings:

  • NASDAQ Capital Market IPO

  • Registered Direct Offerings (Similar to a PIPE)

  • Companies sell stock Directly to the Public on their own Web sites


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MediaSharesA New Method Of Public Financing

MediaShares.com Business Method:

  • Method for selling as little as One Share of NASDAQ Stockonline

  • Shareholders get company’s product as a dividend (free DVD?)

  • Shareholders receive their share of a Company’s net earnings paid out as cash dividends

  • MediaShares has an issued U.S. Patent (6,792,411)


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MediaShares

The New MediaShares IPO:

  • Fully SEC-Compliant with all Regulations (Fed. & State)

  • Either NASDAQ Capital Market or OTCBB

  • Underwriter is optional

  • IPO Posted on the Company’s Web site

  • Stock sold to Company’s Affinity Group: Fans, Customers, or through Social Marketing

  • Shareholders join a massive online community


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MediaShares

MediaShares Registered Direct Offerings:

  • S-3 Filing (public company for 2 years)

  • Similar to a PIPE investment, but sold to General Public

  • Stock sold on the Company’s Own Web site to Fans or Customers

  • Stock is immediately tradable and liquid

  • Used Very Successfully for Loyalty programs

  • Shareholders join a massive online community

    Example:

    Buy Home Depot Stock on Home Depot’s Web site


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MediaShares

MediaShares stock is sold through Direct Registration:

  • Stock sale completed online

  • Book entry

  • No paper certificates

  • Electronic disclosure documents

  • All communication through email

  • Millions of shareholders managed in a server


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MediaSharesCompetition

Other companies selling their shares online:

*Can’t sell to the general public

*Accredited investors only


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MediaShares

MediaShares Partners:

  • BNY Mellon – Direct Registration Supplier

  • ComputerShare – Direct Registration Supplier

  • Ellen Phillip & Associates – Data Management

  • David Wagner & Associates – Securities Attorney


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Can fund ANY BUSINESS with a large group of customers or fans online

Works great for funding entertainment companies

Tremendous possibilities for building a hyperactive Internetcommunity

MediaShares Licenses its U.S. Patented Business Method:

Movies

NASCAR Teams

Major Sports Teams

Video Games

Broadway Shows

Record Albums

Celebrities with Pet Projects

Thoroughbred Racehorses

Any Company with many Fans or Customers

MediaSharesA New Method Of Public Financing


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MediaShares.com or fans onlineRevenues From Licensee Companies


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CinemaShares.com or fans onlineFirst Licensee Companies


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CinemaShares.com or fans onlineLicensee Companies Owned by Parent

“David Livingstone - The Truth Behind The Legend”

- A film about the greatest Christian Missionary that ever lived

CinemaShares.com owns all rights to this award-winning book and will finance this Christian-themed Film


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The Gene Woods / Circle K or fans online

NASCAR Racing Team


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CinemaShares.com or fans onlineOnline Partners


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RacingShares.com or fans onlineExamples of FirstLicensee Companies

  • “Gene Woods Racing”

  • A RacingShares.com Licensee Company

  • Qualified as a NASCAR “Busch Series” Team

  • Gene Woods has numerous past wins

  • Letter of Intent from Jennifer Jo Cobb - NASCAR Busch Series

  • Online Contest for 3rd Driver

  • Affiliated with Circle K Stores


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RacingShares.com or fans onlineBusiness Method

  • FinanceNASCAR Racing Teams

    • Tremendous fan base for Formula One & NASCAR racing

    • Fans collected from Internet Web sites and product promotional tie-ins

  • Fans buy one share of stock in their favorite team

  • Shareholders (racing fans) receive many additional benefits:

    • Streaming video access to pits

    • Contests for pits tickets and a day with the driver, etc

    • A free DVD of the season highlights as a stock dividend

  • Stock also sold to Advertisers and Corporate Sponsors

  • Shareholders receive their portion of the team’s winnings paid out as cash dividends


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RacingShares.com or fans onlineOnline Marketing


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The MediaShares Team or fans online

  • Gene Massey: Founder, Chairman, & CEO

    • SEO Marketing & Securities Specialist

    • CEO of Los Angeles film production company

  • Jim Volpe, Chief Operating Officer

    • Invented the Direct Registration System

    • Expertise in DRS, book entry and stock transfers

  • Peter Elwell, Chief Financial Officer

    • Former CFO of Primedia Division

    • Worked for Disney & KPMG

    • Extensive experience with SEC Reporting Requirements

  • Ileana Rizescu, Chief Technology Officer

    • Former PWC Consultant

    • Designed E-commerce systems for Pepperdine

  • Dan Sherkow: Board Member

    • Former Vice President of Paramount Pictures

    • FINRA Series 7 and funding expert


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MediaShares or fans onlineEarnings From Licensee Companies

MediaShares earns CASH FEES and CASH DIVIDENDS from each Licensee Company. These earnings include:

  • $500,000 CASH FEE for License from each new company

  • Service fees as exclusive supplier of Internet services (hosting, bandwidth, etc.)

  • Cash earnings as exclusive supplier of online merchandise

  • MediaShares owns stock in each Licensee Company:

    • Owns 7% of the stock in a Licensee Company and

      receives 7% of all earnings paid out as CASH DIVIDENDS

    • Owns 50% of the stock in a Licensee Companies and

      receives 50% of all earnings paid out as CASH DIVIDENDS


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MediaShares or fans onlineEarnings From One Licensee Company

Earnings from 1st MediaShares IPO, The Livingstone Film Company:

MediaShares owns 50% of the stock in Livingstone and receives 50% of all earnings paid out as CASH DIVIDENDS:


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MediaShares or fans onlineEarnings From OneLicensee Company

Earnings example, 50% Ownership, MediaShares Licensee Company IPO,

The Livingstone Film Company:

MediaShares owns 50% of the stock in Livingstone and receives 50% of all earnings paid out as CASH DIVIDENDS.

Livingstone Company Projected Earnings (not including merchandise sales):

Conservative…….. $ 1,229,464.

Moderate…………. $ 59,192,463.

Aggressive………. $110,146,128.

Using the Moderate Scenario above, MediaShares earnings @ 50%:

$29,596,231.


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MediaShares or fans onlineEarnings From OneLicensee Company

Earnings example, 7% Ownership, MediaShares Licensee Company IPO,

The Livingstone Film Company:

MediaShares owns 7% of the stock in Livingstone and receives 7% of all earnings paid out as CASH DIVIDENDS.

Livingstone Company Projected Earnings (not including merchandise sales):

Conservative…….. $ 1,229,464.

Moderate…………. $ 59,192,463.

Aggressive………. $110,146,128.

Using the Moderate Scenario above, MediaShares earnings @ 7%:

$ 4,143,472.


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RacingShares.com or fans onlineTypical Online Sales Example

NASCAR Merchandise Online Sales

Typical Earnings FROM EACH NASCAR Team

Earnings below are based on 50% of MSRP:

  • 2,000 Hats per month @ 9 ea =$ 18,000 per month

  • 10,000 T-shirts per month @ 12 ea=$120,000 per month

  • 5,000 Model cars @ 4 ea=$ 20,000 per month

  • 5,000 Other items @ 5 ea=$ 25,000 per month

    ________________

    Typical Online Sales per 30 days =$183 ,000 per month


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MediaShares or fans onlineSolid Earnings Potential

MediaShares.com1st Year Financial Summary (projected):

Revenues…………………………….………. $ 4,130,000

Expenses…………………………………….. $3,803,992

Net Income……………………………..…… $ 326,008

MediaShares.com5th Year Financial Summary (projected):

Revenues…………………………….……….$132,954,000

Expenses…………………….……………….$ 11,911,085

Net Income…………………………….…….$121,042,915

Projected Revenue Source: MediaShares.com 3mm Budget, 4/10


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MediaShares or fans online

MediaShares Additional Funding Opportunity:

  • Available Equity in MediaShares: 81%

  • Invested to Date: $2,307,100 ($1,900,000 personally from CEO)

  • Minimum of $500k required to Complete Our First Online IPO

  • Maximum of $3MM to implement the Complete Business Plan

  • Profitability in Year 2


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MediaShares or fans onlineInvestor’s Equity and Earnings

Funding From New Equity Investor…………….. $3,000,000.

30% equity purchased for $3.0 MM, investors projected return:

  • 1st year pre-tax earnings of $ 326,008 x 30% = $97,802.

  • 3rd year pre-tax earnings of $60,959,114 x 30% = $18,287,734.

  • 5th year pre-tax earnings of $ 121,042,915 x 30% = $ 36,312,873.

    Investors exit in 5 years from MediaShares.com as a public company:

    Projected PE of 30: $121mm x 30 x 30% = $ 1,089 MM.

    Projected Revenue Source: New MediaShares.com $10mm Budget, 5/06.


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MediaShares or fans online

Irvine: The New Crowdfunding Capital of The World


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U.S. Patented, SEC-Compliant, Crowdfunding for Public Financing

Contact: Gene Massey

Email: [email protected]

Phone: (310) 476-3668


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