Company X Investment Memorandum October 2012 v9

INFORMATION MEMORANDUM
October 4th, 2012 V9
Draft: September, 2012
Investment Memorandum
TABLE OF CONTENTS
IMPORTANT NOTICE AND DISCLAIMER 1. EXECUTIVE SUMMARY ................................................................................. 7 1. 1 1. 2 1. 3 1. 4 1. 5 1. 6 1. 7 1. 8 1. 9 M is s i o n S ta t em ent ........................................................................ 7 S um m ar y ..................................................................................... 7 T he Is s u e .................................................................................... 8 T he S o lu t io n ................................................................................ 8 T he O p por t un i t y ........................................................................... 8 T he V is io n ................................................................................... 9 T im eli n e ...................................................................................... 9 In v es tm en t H i gh l i gh ts .................................................................. 11 S er ies R o un d A C a p it a l ................................................................ 12
1. 1 0 Us e of Pr oc ee ds .......................................................................... 12 1. 1 1 Pr oj ec te d G r o wth ......................................................................... 12 1. 1 2 T he T e am ................................................................................... 12 2. BACKGROUND ............................................................................................ 14 2. 1 2. 2 2. 3 2. 4 2. 5 2. 6 3. T he His t or y ................................................................................. 14 Curr e nt Pr oc es s us e d b y Co n te nt C re at ors .................................... 14 B ac k gr o un d t o b ot h P l atf or m s ....................................................... 15 Ho w i t W ork s ............................................................................... 15 Fe at ur es & Fu nc ti o na l i t y .............................................................. 18 St u d io I nt er ac t i o n ........................................................................ 21
COMPETITIVE ANALYSIS ........................................................................... 23 3. 1 3. 2 3. 3 3. 4 3. 5 3. 6 3. 7 3. 8 3. 9 V ig g l e ......................................................................................... 23 Fa ng o ......................................................................................... 24 Ze eb ox ....................................................................................... 26 St u d io Su i te b y A lt er m ed i a ........................................................... 27 Ze eb ox ....................................................................................... 28 Ze eb ox ....................................................................................... 29 Ze eb ox ....................................................................................... 30 Ze eb ox ....................................................................................... 31 Ze eb ox ....................................................................................... 32
Page 2
Company X Private & Confidential
3. 1 0 Ze eb ox ....................................................................................... 33 3. 1 1 Ze eb ox ....................................................................................... 34 3. 1 2 Ze eb ox ....................................................................................... 35 4. MARKET POSITION ..................................................................................... 37 4. 1 4. 2 5. Ma rk et in g Ef f or t .......................................................................... 37 Ma rk et S i ze ................................................................................. 37
FUTURE PROSPECTS & OPPORTUNITIES ................................................. 39 5. 1 O p por tu n it y ................................................................................. 39
6.
MANAGEMENT TEAM & ADVISORY BOARD ............................................... 40 6. 1 6. 2 6. 3 T im O C on n or , C h ief E x ec u t i ve O f f ic er .......................................... 40 Br en t on Bur c hm or e Fo un d er & CT O ............................................ 40 Fra nk Ar r i go A d v is or ................................................................. 41
7.
THE FINANCIALS ........................................................................................ 43 7. 1 7. 2 7. 3 7. 4 7. 5 7. 6 7. 7 7. 8 7. 9 Fi na nc i a l S um m ar y ...................................................................... 44 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 2 ............................................ 45 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 2 ............................................ 46 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 3 ............................................ 47 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 3 ............................................ 48 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 4 ............................................ 49 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 4 ............................................ 50 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 5 ............................................ 51 Pr of i t & L os s & Ba l a nc e S he e ts 20 1 5 ............................................ 52
8. 9.
APPENDIX A ............................................................................................. 53 APPENDIX B ................................................................................................ 54
Page 3
IMPORTANT NOTICE AND DISCLAIMER

This Information Memorandum (the Information Memorandum) contains details on the bus iness of COMPANY X Pty. Ltd. an Australian publicly unlisted company ABN ___________ (COMPANY X, or the Company) and its proposed capital raising. It has been provided to the addressed recipient of this document (the Recipient) solely for the purpose of assisting the Recipient to evaluate the opportunity represented by a potential investment by the Recipient in the Company. This Information Memorandum (and the information contained in it) is confidential to the Company and is provided to the Recipient on the terms set out below. By accepting a copy of this Information Memorandum, the Recipient agrees, for itself and its related bodies corporate, and each of their respective directors, officers, employees, agents, representatives, advisers and consultants, to maintain the confidentiality of this Information Memorandum (and the information contained in it). Any reproduction or distribution of this Information Memorandum, in whole or in part, or any disclosure of its contents, or use of any information contained in this Information Memorandum for any purpose other than to evaluate the opportunity represented by a potential investment by the Recipient in the Company, is prohibited. The information contained in this Information Memorandum is based on material collated and prepared by the Company and from publicly available information. This Information Memorandum is the property of the Company and may not without the prior written permission of the Company be reproduced, stored in a retrieval system or transmitted in any form or by any method (including electronic) by or on behalf of the Recipient for any purpose, except as expressly permitted by the Company. Information contained in this Information Memorandum, or subsequently provided to the Recipient, whether orally or in written, electronic or other form by or on behalf of the Company, will also be provided on the terms and conditions set out in this notice and in any confidentiality agreement executed by the Recipient in favour of the Company. The delivery of this Information Memorandum to the Recipient does not under any circumstances imply that the affairs or prospects of the Company or any information affecting it have been fully or correctly stated in this Information Memorandum, or have not changed since the date of this Information Memorandum, or since the date at which the information is expressed to be applicable. The Company may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement this Information Memorandum or any other information provided to the Recipient. No responsibility or liability (including in negligence) is assumed by the Company or any of their respective directors, officers, employees, agents, representatives, advisers or consultants for updating any information contained in this Information Memorandum or to inform the Recipient of any new information of which the Company or any of their respective directors, officers, employees, agents, representatives, advisers or consultants may become aware. This Information Memorandum does not purport to provide all of the information the Recipient may require in order to evaluate the opportunity represented by a potential investment by the Recipient in the Company and the Recipient should not rely on any statement contained in this Information Memorandum as to the significance, adequacy or accuracy of any matter described in this document. The Recipient should make its own independent assessment and investigation of the business of the Company (Business) as it deems necessary, to verify the information contained in this Information Memorandum and to determine the suitability (based on the Recipients own business and risk profile) of an investment by the Recipient in the Company (including regarding their investment objectives, financial situation and particular needs). The provision of this Information Memorandum to the Recipient is not and should not be considered by the Recipient to be a recommendation by the Company or any of their respective directors, officers, employees, agents, representatives, advisers or consultants in relation to an investment by the Recipient in the Company, or that an investment by the Recipient in the Company is a suitable investment for the Recipient.
Company X Private & Confidential Page 4
The Recipient should not treat the contents of this Information Memorandum as advice relating to legal, taxation or investment matters and should consult its own advisers and seek all necessary financial, legal, tax and investment advice before making any investment in the Company. The Company and their respective directors, employees, agents, representatives, advisers and consultants (the Disclosing Parties) make no representation or warranty as to the accuracy, reliability or completeness of this Information Memorandum or information relating to the Business that may be subsequently provided to the Recipient or its advisers by or on behalf of any Disclosing Party. The Disclosing Parties expressly exclude all terms, representations and warranties that may be implied by law in connection with this Information Memorandum or any such subsequently provided information, except to the extent those terms, representations or warranties may not be lawfully excluded. The Disclosing Parties shall have no liability to the Recipient, any of its advisers or any other person (including liability to any person by reason of negligence or negligent misstatement) for any loss or damage whatsoever in relation to any such terms, representations or warranties or any statements, opinions, information, projections, estimates, forecasts or other matters (expressed or implied) arising out of, contained in or derived from, or for any omissions from the information provided to the Recipient or its advisers by or on behalf of any Disclosing Party, including under this Information Memorandum and its appendices and any information relating to the Business that may be subsequently provided to the Recipient or its advisers, except to the extent such liability may not be lawfully excluded. This Information Memorandum includes, and information relating to the Business that may be subsequently provided to the Recipient or its advisers may include, certain projections that reflect various assumptions, expectations and estimates that may or may not prove to be correct. The Recipient must make its own independent assessment and investigation of those assumptions, expectations and estimates. The Recipient is cautioned that projections included in this Information Memorandum or in any information relating to the Business that may be subsequently provided to the Recipient or its advisers are forwardlooking statements and therefore are inherently speculative. Due to the subjective judgements and inherent uncertainties of statements about future events, there can be no assurance that the Companys actual future results, or subsequent projections, will not vary significantly from the projections and other forward-looking statements set forth in this Information Memorandum or any information relating to the Business that may be subsequently provided to the Recipient or its advisers. The inclusion of the forward-looking statements set forth in this Information Memorandum or in any information relating to the Business that may be subsequently provided to the Recipient or its advisers should not be regarded as a representation or warranty with respect to the accuracy of the forward-looking statements or the accuracy of any underlying assumptions on which such forward-looking statements are based or that the Company will achieve or is likely to achieve any particular results. The Recipient must not contact or discuss the contents of this Information Memorandum or any information relating to the Business that may be subsequently provided to the Recipient or its advisers with the Company or with any officer, employee, supplier, customer, distributor, financier or agent of COMPANY X or with any other person without the prior consent of the Company. This Information Memorandum does not constitute an offer of securities for issue or sale or an invitation to apply for the issue of securities or to purchase securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. Any offer of securities of the Company contained in this Information Memorandum is an offer of securities which does not require disclosure to investors under Part 6D.2 of the Corporations Act, and is therefore only made to a person who applies for securities in the Company pursuant to this Information Memorandum (an Applicant) if: the amount payable by the Applicant on acceptance of the offer is at least $500,000; or the Applicant is an existing security holder in the Company and the amount payable for securities on acceptance of the offer plus amounts previously paid by the Applicant for the Companys securities of the same class that are held by the Applicant add up to at least $500,000; or
Page 5
the Applicant provides a certificate from a qualified accountant that it has net assets of at least $2.5 million or had a gross income for each of the last two financial years of at least $250,000 per year; or the Applicant satisfies the Company in accordance with section 708(10) of the Corporations Act that it has previous experience in investing in securities; or the Company is satisfied that the Applicant can take advantage of the exemption set out in section 708(1) of the Corporations Act.
Accordingly, this document is not a prospectus or other form of disclosure document that is required to be lodged with the Australian Securities and Investments Commission and is not required to, and does not contain all the information that would be contained in a prospectus or other form of disclosure document. Liquidity of the securities of the Company offered under this Information Memorandum cannot be guaranteed. An offer for sale of the securities of the Company within twelve months of the date of issue of those securities pursuant to this Information Memorandum must be made under a disclosure document lodged with the Australian Securities and Investments Commission or in a manner that does not require disclosure to investors under Part 6D.2 of the Corporations Act. The Corporations Act provides that any such disclosure document prepared for such a sale by a shareholder must be lodged with the Australian Securities and Investments Commission with the consent of the Companys directors. As the Company gives no assurance that such consent will be given, there is no assurance that the Recipient will be able to sell the securities issued to it pursuant to this Information Memorandum within the 12 months from the date of issue of those securities in that manner. The Company does not intend to provide to the Recipient information of a kind referred to in section 1043A(1) of the Corporations Act. If, notwithstanding this intention, the Recipient comes into possession of such information by reason of the provision of confidential information under this Information Memorandum, the Recipient must not deal or procure anyone else to deal in financial products (including securities) of the Company or any of its related bodies corporate contrary to Part 7.10 of the Corporations Act. All references to dollars or $ in this document mean Australian currency unless stated otherwise.
Page 6
Final: September, 2012
1. EXECUTIVE SUMMARY
1.1 Mission Statement
Studios, Film Producers and Creators of Video Content (B2B) To provide an efficient online system to facilitate and manage the sourcing and licensing process of products to be used in feature films or TV as well as other functionalities that add other revenue opportunities to the Studios, Film Producers and Video Content Creators without relying solely on distribution revenue. Audience (B2C) To deliver to the audience a convenient, easy to use marketplace to purchase and transact on goods (and services) for any digital content.
1.2 Summary
Company X is creating a unique B2B and B2C platform that offers the entire management of product placement from the creation of the film or TV series by the Studios or producers through to the consumer enabling them to transact on the products placed within the content. The platform manages the complete integration of Studio to film and film to viewer encompassing a number of functions including product placement management and sales, social interaction and mobility. Studios have an archaic and personnel dependent system for product placement with no economical process to manage the product and data flow. There is currently no system to neither efficiently run that process nor offer commercial alternatives for the retailer or viewer for selling or purchasing products that appear in film, TV or other. On the flip side, there is no system that offers a comprehensive range of tools, products, services and features to the viewer of their chosen show. This may include a film, television series, documentaries or other productions. The platform provides complete audience immersion. As an internet based application, the Service works on any smartphone, tablet or other handheld device. Although it could also operate from a PC or Mac browser, it is designed to be used by a portable device. The Studio can manage their marketing groups, retailers and other product placement functions. The audience or viewer can purchase, socialise, play games, explore and provide feedback all from one place. For the viewer this is a single source of all possible avenues of immersion in the production. For the Studios, this is a more efficient management tool and opens the possibilities of additional revenue in the form of retailer subscriptions or membership, product placement licensing and a database that can then be used for the viewer part of this platform. As the one platform is totally integrated with Studios and viewers, it is a way to engage directly with the audience and optimise their revenue. The production studios or content creators prepare
and upload supporting content in the form of background information, product placement info, merchandising, and other data via an online portal which manages their own productions within the Service. Most of the data required is already captured by the studios but to our knowledge, they are not capitalising on the commercial opportunities of this content. The platform empowers the studios to take advantage of the content already created.
1.3 The Issue

We are currently unaware of technologies specifically created for the management and commercialisation of products within films. However, there are companies that are focusing on the social element and could get into this area. Many of those companies are creating a place where users can socially interact but at the same time, many are lacking the infrastructure for a well thought out business model. We are aiming to be the owner of product placement management and marketplace.
1.4 The Solution

The platforms integrate perfectly with one another. The Content creators use the B2B marketplace to find and work with global vendors, find and manage products to be incorporated within their newly created content and use the licence agreements to formulise their relationship. The B2C platform enables the consumers to purchase products and services from the film. The vendors details and products would be listed in the platform and at the end of each piece of content. 1.4.1 How does it Work? The mechanism is a totally integrated platform that manages the functionalities required by the Studios as well as an online (Internet) system which connects the audience with valuable information, services and products from, or relating to, the entertainment production. Both users of the platform will be able to use the technology on a tablet, laptop or phone although there will be limited functionality for those small devices. The user will be able to interact with the viewers, earn points, purchase goods and obtain information and special deals that would not be offered without being a member.
1.5 The Opportunity

To create a (backend) platform that creates a more efficient system and opens up additional revenue streams for the Studios and content producers. To create a (front end) platform that uses the data created by the studios and content producers to allow viewers to interact, purchase or communicate on films and TV content. Today much of the delivery and promotion of film and television is done by the distribution networks which then try to create and maintain various relationships with the viewers.
However at an intellectual and emotional level the audience have their strongest relationships with the creators of the content the studios. In this sense the distributors are at best a proxy for this relationship and in the worst case they are a barrier or a detriment. Most distributors would rather redirect the audience to their next release than to go deeper into something they enjoy. This is partly because the advertising revenue model does not encourage the distributors to do much more than get eyes on a screen. Studios currently do not have many effective means for engaging with their audience and fans. Their systems for managing products and licensing deals with retailers are archaic or non-existent. Similarly the audience has few methods for getting more out of (or into) the creators of what they enjoy. The two platforms have been created to bridge this gap in all possible ways. Fans will invest in order to enrich their experience with something they enjoy, and the studios already create a great deal of what the audience would invest in if only there was a means to do so. This creates new and expanded revenue streams for the studio as well as an enriched and more sticky involvement from fans.
1.6 The Vision

The advent of digital distribution is slowly changing the relationship between the audience and those who create their entertainment. The power of choice is moving from the distribution towards the consumer. TV on demand, online or WebTV, digital download sales and even the illegal torrent systems are empowering the audience to have more and more choice over what they watch and when. The days of broadcast schedules deciding what is available for viewing is fading fast. What does this mean for the future? The time is fast approaching when a viewer can watch any show at any time on any device that they choose. This digital availability will make it harder to embed relevant advertising, harder to prevent advert avoidance, and therefore harder to maximise ad revenues. The method of distribution will also be simpler and more varied as well as cheaper. This will ultimately shift the power and influence more towards the studios and the creators of good entertainment. These studios will need better tools to create two-way relationships with their audience and fans. These two platforms are being created to fill that void. In the future a viewer will have a single logical place to go to in order to have any involvement with their entertainment. Whether they want to buy the next episode, read or watch interviews, learn background information, purchase something they saw in the show, give feedback, play games, or just socialise our platforms will be the only tools they need. The goal of this technology is to be the singular resource for any and all visual entertainment for the audience. They can purchase, watch, or anything else they desire from one single application. After all, the space on our smartphone screens is limited so why would you want to use several different apps if you can do it all with just one.
1.7 Timeline
Page 9
<AUGUST 2012
Complete the Investment Memorandum Draft and way forward. Complete proof of Concept Grant application through Commericalisation Australia. Create design concept document and brief to take to technology group for creation of prototype.
SEPT - DEC 2012

Complete final draft of IM.
J AN 2013+
Page 10
1.8 Investment Highlights

Efficient Growth Membership Fees by Vendors. Licencing fees for use of products within feature films. Multiple Revenue Drivers Clip of the revenue from the B2C marketplace. SMS and other similar revenue items. Social community aspects for featuring members. Statistical data on purchases. Partnership revenue from other organisations. Free to air TV is declining. Video content creators are looking for other revenue drivers. Favorable Macro Trends No synergy between creators, consumers and licence networks. No marketplace for online products within films. Technology is advanced to allow for this technology to work. Can purchase goods and services from anywhere to anywhere. Established First Mover Exclusive deal with Hollywood film producer to licence 90 HBO films Inside with Hollywood studios.
Scalable Global Differentiation
Internet and mobile technology that can scale. No technical restrictions. Films are global. Market place is global. Focused on one element of the revenue chain for content creators.
Page 11
1.9 Series Round A Capital

Requirement of $500k AUD
1.10
Use of Proceeds
Creating the proof of concept including prototype creation, studio and viewer research and travel. They include: Complete corporate infrastructure Complete the financial model and publish final version of the business plan Travel and associated costs to visit all the studios in Los Angeles to get commitment and more research completed on proof of concept. Complete proof of concept Commission technology team to take Proof of Concept to a beta version of the product.
1.11
Projected Growth
Company X has the opportunity to scale quickly and evolve into a large, profitable enterprise. Management believes that with additional capital, it can leverage its current success and deliver the following results:
Projections
Gross Revenue Net Revenue Operating Expenses EBITDA Net Profit/Loss
2012
$ $ $ $ $ $ $ $ $ $
2013
$ $ $ $ $
2014
$ $ $ $ $
2015
1.12
1.12.1
The Team
Tim OConnor Founder & CEO
25 years of startup management and leadership experience in technology companies holding positions of Founder, President and CEO. Experienced in taking early stage companies and building them into profitable and sustainable enterprises.
1.12.2
Brenton Burchmore Founder & CTO
Brenton has 25-year corporate management career leading areas such as operations, technical, sales and marketing and finance in technology industries. Over the past decade Brenton has researched and developed an advanced user experience design methodology to merge the creation of film, television, online games and social networking. 1.12.3
Wil Cashen Advisor
1.12.4
Frank Arrigo Advisor
Frank Arrigo is a 30 year veteran of the IT Industry, having spent the last 21 years at Microsoft. He is a Technical Evangelist in Microsofts Developer & Platform Evangelism (DPE) field evangelism team. He was most recently a Director in Microsofts Developer & Platform Evangelism (DPE) Business Excellence and Field Leadership Team, based in Redmond in which he led the Field Community & Readiness team. Frank spent a number of years at Microsoft's corporate campus in Redmond, WA, as a Product Manager, where he was responsible for a number of technology trials in the area of Interactive Broadband Networks, more commonly known as Interactive TV. Frank worked closely with a number of network providers and content partners to get these trials off the ground.
Page 13
2. Background
2.1 The History
During a visit to Los Angeles, a discussion was initiated with the producer, Wil Cashen, about providing a mobile application for his upcoming film, the Story of Nikolas Tesla. It was identified during that meeting that there was not a real service offering for Studios to earn additional revenue outside their normal licensing process. Later research also identified that there was no product integrated with the Studios to offer viewers the chance to transact on products whilst watching the productions.
2.2 Current Process used by Content Creators

2.2.1 Studios
Balh Blah Blah 2.2.2 Film Producers
Balh Blah Blah
Page 14
2.3 Background to both Platforms

2.3.1 Business to Business Platform (B2B)
Product placement is not a new idea but it is a process that is still being hand-crafted by the studios with large licencing teams dealing with thousands of individual product submissions. There is currently no automation and no service or agency linking the two business types. B2B Platform is that service. Every film and TV show today includes thousands of items and props which are seen by thousands or even millions of viewers. Most are not currently available for sale and those which are must be sought out by the audience independently. Stage 1 provides a place where hopeful merchants can show off their range of products to any and all studios complete with all of the information the studios need. It provides studios with a simple, automated and yet comprehensive list of anything and everything that could be included in a product placement strategy. Every single item is also available for purchase online via the Audimm Stage 2 platform and every one that is sold could yield further returns for both merchants and studios. 2.3.2 Business to Consumer (B2C)
Viewers have many demands, expectations and curiosity when it comes to their favourite film or TV entertainment. A few simple web sites and apps are available which provide access to background information, scheduling, and some even reward programs. Nothing lets you do everything all in one place. Not until now. B2C is the one stop shop for a viewer to do anything they can desire regarding their favourite show. However the most important and so far lacking element it provides is the ability to directly purchase items shown in the production. Using the B2B service studios select pre-verified products that can already be purchased online and create a per-product relationship for subsequent sales. The audience can then search for particular products, or browse all available, and purchase them directly via the B2B application or web site. The B2C platform also employs many audience engagement features such as social interaction, background information, upcoming releases, direct studio relationships, feedback mechanisms, loyalty programs, online games, and more. The audience need never use another service ever again.
2.4 How it Works

The mechanism is an online (Internet) system which connects the audience with valuable information, services and products from, or relating to, the entertainment production.
Page 15
2.4.1
Product Placement B2B Portal
Currently the engagement process for product placement between merchants and studios is lengthy, complicated, time consuming and one-to-one. There is no system or service for studios to search for available products to be included in a production. There is no agency or service helping merchants get their products in front of studios. The B2B Portal is the direct B2B interface between studios and the merchants. Merchants engage the B2B platform by registering themselves and their products into the database for a fee. They must provide detailed information about the products which the studios use to decide what to place in their production. This specifically includes details on how the audience can purchase any of these products. Instead of wading through piles of marketing submissions sent to them by post the studios simply search a database of verified products. Anything they choose to include can then be sold to the audience via the Audimm Stage 2 user platform. Studios can place products on a fixed-fee basis or a revenue share on subsequent sales with the B2B Platform managing all of those transactions for percentage fees. The benefits to the studios include: No need for complex high level commercial arrangements per merchant. Vast range of products researched, verified and available. Detailed information per product showing suitability and availability. Reduces much of the workload currently done by the licencing team. Helps the studios boost income from placement or subsequent product sales.
The benefits to the merchants include: No need to send complex or expensive submissions to every studio per product. No need to create high level relationships inside studios to get noticed. Any merchant can get access to the marketing benefits of product placement. Provides revenue opportunities by directly selling to the audience from the film. Allows for two separate cost models in the product placement business.
It is possible that any and every product available online could and should be in this database ready to be placed in a film or TV show and purchased by a viewer. It is also possible that every item, prop or product used in any film or TV show can and should be purchasable by the audience via the B2C platform. Such an infinite range of sales possibility creates an tremendous commercial potential. 2.4.2 B2C Platform - Web Based Application for the Viewers (Audience)
The Service is delivered through a free downloadable mobile applications placing full control in the palm of the audiences hand. Audience control is a key feature of the Service and everything is tailored and shaped towards meeting the desires and goals of the audience when and how they wish.
The audience is defined as anyone, anywhere who is watching a visual production at any time via any medium. Whilst watching the production the audience can: Purchase online any of the selected and placed products within the production. Purchase social status and privilege via various social media options. Purchase merchandise, memorabilia, and fan-club content. Engage with major social media about the production to discuss, debate and express. Enjoy online interactive games relating to their favourite stories, characters and shows. Research, explore or discover background information on story, character or references. Provide feedback about any character, story, plot or scene in the production. Explore upcoming releases, supplementary content, and new productions from a studio.
Whilst watching, the audience can pick up their preferred mobile device and open the B2C user app. Once open, the App must then learn or be told which show the viewer is interested in. The viewer need not be watching the production at the time. A contextual menu system then enables the viewer to interact with any of the available elements of the service live and in real time. Once open the device can reference the show being viewed by one of five mechanisms: 1. Direct Data Entry The viewer types the name of the show into a search field and selects it from the search results list. A viewer can speak the name of the show and the App will convert this to text for use in a standard database search (in lieu of text entry). A QR code can be used within the production periodically (such as after breaks). The application can sample a section of the audio being played in the vicinity and use this to reference against its database of audio waveforms. The App can function as its own player allowing the service to already know what the viewer is watching.
2.
Voice Recognition
3.
QR Code
4.
Audio Sampling
5.
As a Player
Contextual menus then invite the viewer to follow an emotional and intellectual path for the production they are interested in. This path provides them with access to all options, but favours or encourages three key areas: 1. Revenue-based systems.
2. Features they have not used frequently. 3. Features they use often. 2.4.3 Summary
Although challenging, the Studios are in need of finding ways to reduce their costs as well as looking at other initiatives to find new revenue streams. For the viewer, the purpose of this is to make it easy to explore more of what the Service can do whilst still making the users existing favourite activities accessible and of course promoting revenue options. The contextual menu systems use a Menu-Frame system which geometrically positions the main options in the same relative positions. These four cardinal points are: 1. Buy The area where the viewer knows they can acquire things with real money. The area where they can provide feedback on their experience with the show. Where they can link to major social media and socialise with friends and fans the place where they can learn more about the show, its content or background.
2.
Respond
3.
Social
4.
Explore
These menu systems are not exclusive but are multi-threaded the viewer can reach any other area no matter where they are. (eg. a viewer using the social media to tweet about the show can quickly activate the features that allow them to purchase social status (such as #1 fan, ETC).
2.5 Features & Functionality

2.5.1 Licensing for Product Placement
The first stage is to create a platform for the Studios to simply enter in the films and the products required for that film. The concept is to enable a placeholder for the producers/executives of new films to search through product retailers/marketers to find appropriate products or to create a new film older within the platform for potential retailers to go to to apply for their products to be licenced to that film. There is currently no web based solution that offers this service. 2.5.2 Purchasing Products
Any production which has placed or catalogued products can make these directly available to the audience for purchase. These can be physical items, services or virtual products. The products are showcased in specific scenes as still images from the production as a visual
catalogue. Viewers can touch the item in the shot and the App will use a grid reference determine the correct item selected. A submenu frame will them provide detailed information about the item including description, sources, features and attributes, costs and delivery estimates and any delivery restrictions. A show all option will also let the viewer see everything in that shot that is available. These revenue shots (from certain scenes) are selected during production for the number of products shown in a given shot. The grid referencing and data allocation is then done as a part of the product placement process by the studio. Viewers can choose a product and then either purchase it within the App, or be redirected to a web page where they can buy it from a separate online merchant. They can also simply save it in a virtual cart of possible purchases then click an option later that brings up a web page of links to everything they have chosen to bookmark. 2.5.3 Purchase Social Status
Various social media options exist to highlight viewers and fans in a privileged way. Fans might be able to purchase status or favour which might provide any or some of the following: Preferential fan status for a period of time: includes specified time slot and includes a virtual screenshot via email, SMS/IMS alert option, Tweet alert option. Twitter following and active tweets: characters, actors or others may follow the viewer on Twitter or post tweets on their page. Likes and Plus: Facebook likes and Google Plus of the viewers own pages or comments from key members of the production. Purchase Merchandise or Memorabilia
2.5.4
Specific items may be made to promote or expand on the production such as merchandise and memorabilia. These might be as simple as t-shirts, caps and drink coasters but might also include action figures, DVDs, and various collectables and limited edition items. The database of these items is very similar to the placed items and uses the same mechanisms for presentation and sale. Specific and appointed online merchants would likely be used for these items. 2.5.5 Engage With Social Media
Quick link short cuts are provided to bring up major social media sites in a way that simplifies the expression of the viewers interests. This might mean pre-filling fields with short text for actors, scene time stamps, products and services. (eg. an auto tweet saying Check out my #1 Fan status!). Links are also presented taking viewers quickly to actor, character and production blogs, forums, online groups, fan clubs, and other environments we want them to visit.
Page 19
2.5.6
Enjoy Online Interactive Games
A range of online games invites the audience to participate either collaboratively or competitively with their friends, peers or fans. Games such as online trivia, guessing games such as Hangman, Easter egg hunts, and plot theory games (eg: what will happen next episode). All of these games support both individual and cooperative (team) involvement in a way that promotes continual interest and immersion. Prizes can be awarded periodically to encourage participation and winners and achievers can earn social rewards and recognition. 2.5.7 Research Background Information
Advanced or complex stories and plots, especially those with episodic meta-plots, can have a wiki-style database of background information about anything in the production. This might include background info on characters, locations, scenes or action, items used, and more. It might be fictional and story-based, or it may be educational and informative depending on the purpose and demographic of the production. In its simplest form this may be a list of pre-searched links to other online resources. In an advanced form this may be a custom-built wikia-style database created by the studio for the production. Note that this may be locked database in wikia style only, or it may be a true wiki which is actually editable by the public. 2.5.8 Provide Feedback
The same scene-by-scene library reference system provides a way for the audience to give feedback relative to those particular scenes in the production. Whilst watching, the App can typically know where the viewer is up to in the production. This can be deliberately synced as part of the feedback process. Feedback is given by a simple graduated scale one-click process across three scales. This system measures the following: Intellectual Emotional Motivational what the audience learns or knows. what the audience feels. how they are inspired.
These vectors are given a range of response which can be related to a scene, character, plot element or concept, broad evaluations (such as humour, believability, etc) or even the production as a whole. Specific feedback prompts can be included at various points to collect specific response data. This can be likened to asking the audience what did you think of that bit after a crucial scene. Feedback response can be rewarded with various elements of the Loyalty Rewards System (as outlined below).
Page 20
2.5.9
Explore Upcoming Content
Most studios work on more than a single production. This area of the Service provides a way for the studios to promote their portfolio of work by leveraging the positive factors of their most successful ones. For most audience the studios are an unknown, unimportant element of their entertainment. In fact the reverse is the case the studio is the most crucial element in the creation of what they enjoy. Currently there are very few systems which allow the audience to know which studio made what, let alone leverage that. This system provides a way for each studio to promote to their audience what else they are working on to create expectation and interest prior to release. This self-promotion area allows the audience to become a fan of not only the production, its actors or genre but of the studio that brought it all to life for them. 2.5.10 Loyalty Reward System The audience and viewers interact with any system purely based on what it does for them. Providing them a social outlet, access to items and info, and other fun features is only half of the engagement principle. The audience needs to feel valued by the Service and the studios. They need to feel special. The Loyalty Reward System (LRS) is designed to meet those needs. Viewers who participate in any of the features of the service accumulate reward points in small or large increments depending on their involvement. Low-impact items such as searching background data provides small rewards, online purchases of any kind provide large rewards. A series of achievements, status rewards, merit badges, collections, and other progression ladder methods are used to provide non-tangible value to the viewers. These also create artificial objectives that encourage further involvement. Viewers who progress through the rewards system can cash in their reward points for virtual or low-cost tangible rewards. Examples of this include: Social status unique to loyalty achievements. Access to collectables or other limited merchandise or memorabilia. Access to unique out-takes such as bloopers, cut scenes, ETC. Early access to scheduled release material and content. Cross-membership in other clubs or organisations.
The exact range of reward features and systems depends on the production and its intended audience. The purpose is to encourage and promote a continual relationship with the studio via the Service.
2.6 Studio Interaction

The studios have a specific online portal that allows them to directly support their own database of resources and material that is made available by the Service to the audience. This section explores those systems and methods in more detail.
2.6.1
The Scene Catalogue
One of the key elements is the scene catalogue which is used to showcase purchasable or referenced items in the production. The number of scenes in the catalogue for any given production will depend on the number of visible items to reference, the number of major plot elements or key scenes and of course the length of the production. The catalogue is a series of single still shots taken from the published video content. Thus a viewer familiar with the content should be able to recognise and place the shot easily into the context of the entire show. More than one shot per scene may be required depending on view angles. The timestamp and scene description add to its correct placement. Each shot has a range of data accompanying it. This may include things such as an approximate timestamp, description, location, actors visible, plot section, and the list of purchasable items visible. An informational production may list researchable items instead or in addition to purchasable ones. This data is provided by the studio when the shot is submitted. 2.6.2 Searching the Catalogue
When viewing the show the audience can locate the nearest shot in the catalogue that precedes their viewing timeline. This is done to ensure there are no spoiler images presented from scenes the viewer has not yet seen. A checkbox can unlock this for viewers who do not want this limitation applied. This limitation only works with synchronised viewing. The viewer can search based on a manual time stamp entry, a finger-drag flick-through process, a QR code reference, or an audio sample matching. The following table shows how these work and which ones are synchronised. ASYNCHRONOUS Manual time stamp entry Finger-drag flick-through SYNCHRONOUS QR code Audio sampling
2.6.3
The Grid Reference
Anything appearing in the shot which is of interest to the audience uses a grid reference to locate it. This grid reference is used to place highlight pointers on the image with an overlay on the device. Thus the viewer sees the shot and can activate an overlay which highlights everything in the shot that can be externally referenced in some way. Colour coding is used to differentiate purchasable from referenceable items. When submitting the scene catalogue each item within it is given a grid reference as part of the item database to allow it to be found by the system. The process of entering all of this data allows the studio data entry personnel to visually test all elements of the result before it is submitted to the audience access.
3. Competitive Analysis
There are no competitors in the market place that encompass all Audimms feature and functionality list. However, there are competitors in the market place that have a number of technologies that compete with pieces of Audimms technology and therefore could in effect become partners of Audimm and not competitors.
3.1 Viggle Location: Url: Ownership: Market Cap:

Core Business:
New York, New York, USA www.viggle.com Public (Symbol: VGGL) $60.2 million (August 28, 2012)
Loyalty program for users watching TV.
Business Model:
Free
Viggle Inc., is engaged in the business of Watch TV. Earn Rewards. The business is a loyalty program that rewards its users for watching television. The Company's loyalty program is designed to give users rewards for checking-in to television shows and for performing other engagements within the Viggle application (app). The Company's loyalty program is in the form of a free app that works on multiple device types, including mobile phones, tablets and laptops.
Viggle
URL: www.viggle.com
3.2 Fango Location: Url: Ownership: Market Cap:

Core Business:
Sydney, Australia http://au.fango.yahoo.com/ Private Not Known

Social Community.
Business Model:
None
Fango is the social way to watch TV with a free check-in app for iPhone and iPad. Fango is a free TV check-in app for iPhone and iPad in Australia, that provides a way for TV fans to meaningfully connect and participate in TV shows they are passionate about. Fango is a free application that makes watching TV more social. People can check-in to their favourite TV shows to let their friends know what they are watching; they can also chat about shows
Fango
URL: http://au.fango.yahoo.com/
and see what other people are saying about them online. Fango offers show-related trivia, topical polls and gives viewers the ability to earn points and badges to reward their engagement. Viewers can customise their Fango experience based on each TV show, seeing either comments from people in the Fango 'Lobby', just what their friends are talking about, or what other people are saying on Twitter and Facebook while a show is on air. It also includes trending hashtags and Facebook posts from official programme pages.
Says Kath Hamilton, director of operations, Yahoo!7: "Fango is the social way to watch TV. It will provide a real-time social forum for fans to connect with each other around their favourite programmes and live media events. They won't just be watching, they will have the opportunity to participate in real time." Viewers who download the free Fango app can check-in to a selection of Australia's favourite TV shows from Channel 7 including Home and Away, Beauty and the Geek, The Amazing Race, Bones, The One and Sunrise. From February 2012 viewers will also be able to check-in to all free-to-air primetime TV programmes as well as major sporting events. Fango will have a range of advertising opportunities available connecting advertisers with a highly engaged audience. "Fango provides a companion experience to connect brands with passionate fans within a social environment in a way not available before. We are working with advertisers to develop new advertising experiences that engage the consumer across multiple devices in a truly integrated way," said Damon Scarr, commercial director, Yahoo!7.
Page 25
3.3 Zeebox Location: Url: Ownership: Market Cap:

Core Business:
London, United Kingdom http://zeebox.com/uk/about-us Private Not Available

Social Community
Business Model:
Free
Zeebox is a new company, with the aim of making TV better by bringing the power of the web to every second of live TV and making it a more immersive and social experience than ever before. Its an ambitious undertaking, backed by a talented and driven team based in London, England.
Zeebox
URL: www.zeebox.com
Page 26
3.4 Studio Suite by Altermedia Location: Url: Ownership: Market Cap:

Core Business:
Burbank, California, USA http://www.studiosuite.com/index.php?p=home Private Not Available

Studio Management Software
Business Model:
Software Licensing from $3,000
Studio Suite is the leading studio management software, tracking and managing contacts, resources, schedules, projects, budgets, invoices, media assets, labels, equipment, and media inventories, communications, maintenance, and much more... all in one comprehensive, customizable, cross-platform package. Studio Suite X features a completely revamped appearance, access via iPhone and iPad, complete integration with Google Calendar, QuickBooks Online, push notifications, and many additional workflow enhancements.
Studio Suite Home Page
Video Demostrations
http://www.studiosuite.com/index.php?p=videos
Page 27

Core Business:

Social Community
Business Model:
Free
zeebox is a new company, with the aim of making TV better by bringing the power of the web to every second of live TV and making it a more immersive and social experience than ever before. Its an ambitious undertaking, backed by a ta lented and driven team based in London, England.
Zeebox
URL: www.zeebox.com
Page 28

Core Business:

Social Community
Business Model:
Free
zeebox is a new company, with the aim of making TV better by bringing the power of the web to every second of live TV and making it a more immersive and social experience than ever before. Its an ambitious undertaking, backed by a t alented and driven team based in London, England.
Zeebox
URL: www.zeebox.com
Page 29

Core Business:

Social Community
Business Model:
Free
zeebox is a new company, with the aim of making TV better by bringing the power of the web to every second of live TV and making it a more immersive and social experience than ever before. Its an ambitious undertaking, backed by a talented and driven team based in London, England.
Zeebox
URL: www.zeebox.com
Page 30

Core Business:

Social Community
Business Model:
Free
Zeebox
URL: www.zeebox.com
Page 31

Core Business:

Social Community
Business Model:
Free
Zeebox
URL: www.zeebox.com
Page 32
3.10
Zeebox London, United Kingdom http://zeebox.com/uk/about-us Private Not Available

Social Community
Location: Url: Ownership: Market Cap:

Core Business:
Business Model:
Free
Zeebox
URL: www.zeebox.com
Page 33
3.11

Social Community

Core Business:
Business Model:
Free
Zeebox
URL: www.zeebox.com
Page 34
3.12

Social Community

Core Business:
Business Model:
Free
zeebox is a new company, with the aim of making TV better by bringing the power of the web to every second of live TV and making it a more immersive and social experience than ever before. Its an ambitious undertaking, backed by a tale nted and driven team based in London, England.
Zeebox
URL: www.zeebox.com
Page 35
Page 36
4. Market Position
4.1 Marketing Effort 4.2 Market Size
4.2.1 Nielsen Report Q4 2011
A Nielson Report suggests that there are global trends of viewers using tablets and smartphones while watching Television. Taken from the Nielsen Website, the report details how it is becoming more common than not in using a tablet or smartphone whil watching TV. Whether to check email or to look up program or product information, using a tablet or smartphone while watching TV is more common than not according to a Q4 2011 Nielsen survey of connected device owners in the U.S., U.K., Germany and Italy. In the U.S., 88 percent of tablet owners and 86 percent of smartphone owners said they used their device while watching TV at least once during a 30-day period. For 45 percent of tablet-tapping Americans, using their device while watching TV was a daily event, with 26 percent noting simultaneous TV and tablet use several times a day. U.S. smartphone owners showed similar dual usage of TV with their phones, with 41 percent saying their use their phone at least once a day while tuned in. Device owners in the U.K. also logged heavy usage for tablets (80%) and smartphones (78%) while watching TV. British daily usage of smartphones or tablets while watching TV rivaled that of the U.S.. Nearly a quarter (24%) of those surveyed claiming to use their device several times a day while watching TV. Italians and Germans were the least likely to use a device while watching TV. In both countries, 29 percent of users said they never use a tablet and TV together and 34 of Italians and 35 percent of Germans said they dont use their smartphone while watching TV.1 Whats on the second screen? The most frequent tablet or smartphone activity across all countries while also watching TV was checking email either during a commercial break or during the show. Yet device owners also seem to engage with content related to the TV as well, either by looking up information related to the show or looking for deals and general information on products advertised on TV.
Nielsen Article April 5 , 2012 - http://blog.nielsen.com/nielsenwire/?p=31338
th
Page 37
Page 38
5. Future Prospects & Opportunities

5.1 Opportunity
5.1.1 Content Distribution
Although the current purpose of Audimm is to support and facilitate the relationship and interaction between audience and studios it could in fact take one giant leap further. As was stated above there is a strong opinion by the creators of Audimm that the landscape of entertainment distribution is changing. For now the distribution system retains its strengths, but Audimm represents an alternative distribution system that helps the studios reach their audience directly, easily and cheaply. The possibility therefore exists for Audimm to become a complete global distribution mechanism as the restrictions, controls and power balance shifts on entertainment rights. The audience can buy, download, watch and then interact with their chosen content directly within the Audimm service. 5.1.2 Piracy and Copyright
This also creates a way to address the copyright issues currently affecting content piracy. If the average user could access any show they wanted cheaply and easily from one place, then do anything they want with it this user empowerment would address and undermine many of the current causes of piracy and content theft. A survey in May 2012 of entertainment piracy found that the biggest reason (72%) for download piracy was that it was not conveniently available via legitimate means. The smallest reason (25%) was to save money. Various other surveys done in different countries have consistently found that accessibility is a far bigger factor than cost for the average copyright consumer. What this reveals is that as the ease and functionality of legitimate content access meets or exceeds that of the illegal methods then content piracy is expected to reduce. The Audimm service can become a major factor in this scenario.
Page 39
6. Management Team & Advisory Board

6.1 Tim OConnor, Chief Executive Officer
Tim has had over 25 years of leadership experience, raised over $30 million in private equity and held senior executive positions including President, CEO, EVP Sales, Marketing and Business Development. As President & CEO at MobiNow, he proactively managed the business initiatives and strategy, lead the funding efforts and created valuable relationships in sales and partnerships with fortune 500 companies. His previous experience included President & CEO of Vertical*i, Inc. a software company based in Lausanne, Switzerland and San Francisco and New York, USA. Vertical*is products were developed to manage the innovation pipeline for Pharmaceutical companies and Biotechs. Previous to that he was EVP of Obvious Technology, a technology start-up based in Paris and San Francisco, a consultant with Price Waterhouse Coopers in London and Paris and served as a management consultant with EDS and Panell Kerr Forster in Melbourne, Australia. In 2001, he was one of the founders of ADVANCE, a nonprofit expatriate community that is now the largest Australian expat community. He has experience in building companies from both old and new technologies and also founded and served on boards for non-profit organizations in Australia, France and the US.
6.2 Brenton Burchmore Founder & CTO

Following a diverse management career Brenton has spent much of the past decade researching, developing and innovating in online technologies. He founded the Lascivio Group in 2006 to investigate and then develop a new philosophy for digital media interaction called the Lascivio Design. This user experience design methodology revises many of the traditional paradigms and places the user at the top of the design imperative. This methodology has since been incorporated and adopted by projects such as global business directories, online games and online training and education. In Brentons previous corporate management career he led various areas of business including sales and marketing, operations and finance. As Operations Director for Activ Australia he managed the creation of a national wholesale VPN infrastructure, and its later amalgamation with Access Providers, one of Australias largest business network providers. In technical supervision roles Brenton has managed the rollout of enterprise CRM systems, billing and invoicing systems, national communications networks and workflow tools. Prior to his technical career Brenton built and led sales teams for prominent technology businesses in Australia including the countrys third Internet Provider (Geko) in 1995. In recent years Brenton has merged this with his user experience research to create and deliver tailored solution sales training programs for both direct and distribution technology businesses. In 2010 Brenton began working with Charles Sturt University in Australia to redevelop many of their distance-based industry Masters programs. He redesigned several distance learning courses and subjects including Professional Sales, Project Management and Professional Communications. He still lectures online for CSU in all three areas.
In 2006 Brenton began the development of the Lascivio Project to truly merge all streams of digital entertainment. Working with original material Brenton and his creative team developed a methodology to merge the concepts of film, online games, social networking and product merchandising into a single creative process. As part of this project Brenton wrote several feature length film scripts, studied film directing at NIDA, and produced animation for the Academy of Interactive Entertainment in Canberra. He also created a complete game design for Cold War: Clambake for BDC in Texas.
6.3 Frank Arrigo Advisor

Frank Arrigo is a 30 year veteran of the IT Industry, having spent the last 21 years at Microsoft. He is a Technical Evangelist in Microsofts Developer & Platform Evangelism (DPE) field evangelism team whose overall mission is to accelerate the adoption of the Microsoft platform through evangelism and key customer / partner engagement. Frank is based in Melbourne, Australia. He was most recently a Director in Microsofts Developer & Platform Evangelism (DPE) Business Excellence and Field Leadership Team, based in Redmond in which he led the Field Community & Readiness team. This team was responsible for ensuring Microsoft evangelists had deep knowledge of the Microsoft platform and its impact on business, as well as broad knowledge of current industry trends impacting consumer technologies; knowledge of market trends, industry participants, and business models. Before moving to Redmond, Frank was Group Manager, in the Developer & Platform Evangelism Group in Australia. He and his team of Evangelist worked with the local technical communities, which consist of Developers, Architects, IT Professional, University Students and Faculty within Independent Software Vendors (ISVs), Universities, partners and customers. During the time Frank developed a reputation as one of Australias leading bloggers. Other roles included the Business Development Manager responsible for driving the adoption and market share by Internet content providers and corporate users for Microsoft Windows Media Technologies, in the Australian, New Zealand and Singapore markets. He was also the Chief Technical Officer for ninemsn responsible for developing ninemsn's medium to long term technology vision and strategy. He had been with the joint venture since its inception, initially heading up the Development & Operations group. Before that, Frank wasb part of MSN Australia responsible for all of the technical and operation issues related to running MSN in Australia. His team of webmasters and program managers provided all the services required to the local MSN production team. Frank spent a number of years at Microsoft's corporate campus in Redmond, WA, as a Product Manager, where he was responsible for a number of technology trials in the area of Interactive Broadband Networks, more commonly known as Interactive TV. Frank worked closely with a number of network providers and content partners to get these trials off the ground. Prior to that, Frank was a member of the Technical Strategy Group at the Microsoft
Executive Briefing Centre in Redmond. He was responsible for communicating and driving Microsoft's strategic directions with major corporate accounts and Solution Providers attending the Center.
Page 42
7. The Financials
Company X has been setup
Page 43
7.1 Financial Summary
Page 44
7.2 Profit & Loss & Balance Sheets 2012

7.2.1 Profit & Loss 2012
Page 45

7.3.1 Balance Sheets 2012
Page 46

Page 47

Page 48

Page 49

Page 50

Page 51

Page 52
8. Appendix A
Page 53
9. Appendix B
Page 54
Page 55
Page 56

Company X Investment Memorandum October 2012 v9

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Company X Investment Memorandum October 2012 v9

Uploaded by

Copyright:

Available Formats

INFORMATION MEMORANDUM

October 4th, 2012 V9

Draft: September, 2012

Company X Private & Confidential

Draft: September, 2012

FUTURE PROSPECTS & OPPORTUNITIES ................................................. 39 5. 1 O p por tu n it y ................................................................................. 39

APPENDIX A ............................................................................................. 53 APPENDIX B ................................................................................................ 54

Company X Private & Confidential

Draft: September, 2012

IMPORTANT NOTICE AND DISCLAIMER

Draft: September, 2012

Company X Private & Confidential

Draft: September, 2012

Company X Private & Confidential

Final: September, 2012

Final: September, 2012

1.3 The Issue

1.4 The Solution

1.5 The Opportunity

Final: September, 2012

1.6 The Vision

Company X Private & Confidential

Final: September, 2012

SEPT - DEC 2012

Company X Private & Confidential

Final: September, 2012

1.8 Investment Highlights

Scalable Global Differentiation

Company X Private & Confidential

Final: September, 2012

1.9 Series Round A Capital

Final: September, 2012

Brenton Burchmore Founder & CTO

Frank Arrigo Advisor

Company X Private & Confidential

Final: September, 2012

2.2 Current Process used by Content Creators

Balh Blah Blah 2.2.2 Film Producers

Balh Blah Blah

Company X Private & Confidential

Final: September, 2012

2.3 Background to both Platforms

2.4 How it Works

Company X Private & Confidential

Final: September, 2012

Product Placement B2B Portal

Final: September, 2012

Final: September, 2012

2.5 Features & Functionality

Final: September, 2012

Company X Private & Confidential

Final: September, 2012

Enjoy Online Interactive Games

Company X Private & Confidential

Final: September, 2012

Explore Upcoming Content

2.6 Studio Interaction

Final: September, 2012

The Scene Catalogue

The Grid Reference

Final: September, 2012

3.1 Viggle Location: Url: Ownership: Market Cap:

Final: September, 2012

3.2 Fango Location: Url: Ownership: Market Cap: