U.S. Patented, SEC-Compliant

Method for Crowdfunding

MediaShares

New Funding Source:

Crowdfunding Crowdfunding

“Small amounts of money from a lot of people”

MediaShares

New Funding Source: Crowdfunding

Current Examples:

• 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)

Crowdfunding Works:Software Company

MediaShares

Why Crowdfunding works:

• Fans want to be part of the action (pain)

• Companies need money (pain)

• Internet & MediaShares bring these two together (for fun & profit)

MediaShares

Current Crowdfunding examples:

• Other Crowdfunding is through Donations

• Most are Small Projects - less than $10,000

• MediaShares - Crowdfunding is through Investments

• MediaShares - Large projects - $5 MM to $75 MM

MediaShares A New Method Of Public Financing

MediaShares Offers:

• An SEC-compliant Method of CrowdfundingCrowdfunding

• Companies sell stock on their own Web sites

MediaShares methodology, system and software:

A Licensee Company’s stock is sold to “The Crowd” ONLINE -

instead of selling to Underwriter’s Customers on the PHONE

MediaShares A New Method Of Public Financing

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 Internet community

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, Customers, or Affinity Group

MediaShares Initial Public Offering:

•IPO Posted on the Company’s Web site

•Stock sold to Company’s Affinity Group, Fans, or

Customers through Social Marketing

•Can work with or without an Underwriter

•Shareholders form a massive online community

•Company has direct contact with shareholders

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 Web site to Fans or Customers

•Used Very Successfully for Loyalty programs

•Shareholders join a massive online community

Example:

Buy Home Depot Stock on Home Depot’s Web site

MediaShares

MediaShares Competition

Other companies selling their shares online:

*Can’t sell to the general public*Accredited investors only

MediaShares A New Method Of Public Financing

MediaShares.com U.S. Patented Business Method:

• Can sell as little as One Share of NASDAQ Stock online

• Product can be offered as a dividend - can’t lose on investment

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

MediaShares

MediaShares stock is sold through Direct Registration:

• Stock sale completed online• Book entry• Electronic disclosure documents (e-mail)• Millions of shareholders managed in a server

MediaShares key element:

• Minimized cost per account opening & stock purchase = about $3

MediaShares

MediaShares Partners:

• BNY Mellon – Direct Registration Supplier• ComputerShare – Direct Registration Supplier• Ellen Phillip & Associates – Data Management• David Wagner & Associates – Securities Attorney

The MediaShares Team

• Gene Massey: Founder, Chairman, & CEO– SEO Marketing & Securities Specialist– Former 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– SEC Reporting Expert for Disney & KPMG

• Ileana Rizescu, Chief Technology Officer– Former PWC Consultant– Designed and implemented E-commerce systems for Pepperdine

• Dan Sherkow: Board Member– Former Vice President of Paramount Pictures– FINRA Series 7 and funding expert

MediaShares Licensee Companies Revenues Flow Through to Parent Company

MediaShares First Licensee Companies

CinemaShares.com 1st Licensee Company - A Movie

“David Livingstone - The Truth Behind The Legend”

- A major feature film about this great Christian Missionary -CinemaShares.com owns the film rights to this book

and will sell stock to finance this Christian-themed Film

2nd Licensee Company - 2nd Licensee Company - NASCAR TeamNASCAR Team

The Gene Woods / Circle K

NASCAR Racing Team

RacingShares.comRacingShares.comBusiness Method

• Finance NASCAR 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

RacingShares.com Typical 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

MediaShares Revenues From Licensee Companies

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

$500,000 CASH FEE from each Licensee company

MediaShares also owns stock in each Licensee Company:

– Owns 50% of the stock in a Licensee Company and

receives 50% of all earnings paid out as CASH DIVIDENDS

OR– Owns 7% of the stock in a Licensee Company and

receives 7% of all earnings paid out as CASH DIVIDENDS

MediaShares Revenues From One Licensee Company

Revenues 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:

MediaShares Revenues From One Licensee Company

Earnings example, The Livingstone Film Company: 50% Ownership

MediaShares receives 50% of all earnings paid out as CASH DIVIDENDS.

Livingstone Company Projected Earnings:

Conservative…….. $ 1,229,464. Moderate…………. $ 59,192,463. Aggressive………. $110,146,128.

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

$29,596,231. From One Licensee Company!

MediaSharesRevenues From One Licensee Company

Earnings example, 7% Ownership,

MediaShares receives 7% of all earnings paid out as CASH DIVIDENDS.

Livingstone Company Projected Earnings

Conservative…….. $ 1,229,464. Moderate…………. $ 59,192,463. Aggressive………. $110,146,128.

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

$ 4,143,472. From One Licensee Company!

RacingShares.com Typical 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

MediaShares Solid Earnings Potential

MediaShares.com 1st Year Financial Summary (projected):

Revenues…………………………….………. $ 4,130,000

Expenses…………………………………….. $3,803,992

Net Income……………………………..…… $ 326,008

MediaShares.com 5th 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

MediaShares

MediaShares Additional Funding Opportunity:

• Available Equity in MediaShares: 81%

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

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

• Profitability in Year 2

MediaShares Investor’s Equity and Earnings

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

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

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

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

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

Investor’s exit in 5 years as a public company:

Projected PE of 30: $36.3MM x PE 30 = $ 1.089 Billion.

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

MediaShares

Westwood, California: The New Crowdfunding Capital of The World

U.S. Patented, SEC-Compliant Method for Crowdfunding

Contact: Gene MasseyEmail: gene@cinemashares.comPhone: (310) 476-3668