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Executive Summary

tm. Executive Summary. Virtus Interactive LLC - Confidential

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Executive Summary

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  1. tm Executive Summary • Virtus Interactive LLC - Confidential • Privileged/Confidential Information is contained in this Presentation. If you are not the addressee indicated in this message (or responsible for delivery of the message to such person) you may not copy or deliver this Presentation to anyone. In such case, you should destroy this Presentation and kindly notify the sender by reply email. Opinions, conclusions and other information in this message that do not relate to the official business of Virtus Interactive, LLC or Michael A. Pirolo shall be understood as neither given nor endorsed by it/him. Any sharing of information contained in this presentation without the express written consent of Michael A. Pirolo or Virtus Interactive, LLC shall constitute a breach of confidentiality and be subject to possible civil action www.asdhelps.com

  2. What Is Athletic Scholarships Direct ? An NCAA Compliant Virtual Roadmap and personal marketing tool for Parents and Student-Athletes To help them navigate the college athletic recruiting process Our Mission: “To Empower Student–Athletes and Parents Through Education” @ASDHelpsdotcom www.asdhelps.com

  3. Who We Are; Athletic Scholarships Direct.com was soft-launched in January, 2012, because as former Division 1 Athletic Administrators and scholarship athletes,we want to bring light to the darkness that pervades college athletic recruiting services and change the culture of broken promises and shattered dreams Even those of us who have served as NCAA DivisionI Athletic Administrators have a difficult time navigating the maze that is college athletic recruiting. We have removed thefog and simplified the core issues, extracting key eligibility data, and providing links directly • to important NCAA web sites, making it easier to understand and to comply with eligibility requirements. • Having been in and around the VC culture, I also wanted to make sure that when we finally made the ask for substantial capital, we had used our own money testing and making mistakes that could be corrected prior to spending OPM. This is why we pivoted the business model and went to the two-tier subscriber model, Basic (free-limited tools and access) and MVP/Premium (Total Access to coaches and college database, ability to email directly, open scholarships, who's viewed me, etc.). This assures that we won't be spending OPM cavalierly on espresso machines and Foosball tables, "no spray and pray" marketing strategy, but seasoned professional management that will minimize waste and maximize results. If I learned anything from working at Getty Images, it's that we don't want to launch a site before it's been thoroughly beta-tested and vetted. That is why we have taken the tortoise route with ASD. • Company Structure • Virtus Interactive LLC, State of DE. • Cap Table • Mike Pirolo: 94% • Andrew Vedlitz 2% • Steven Board 2% • Gail Sideman 2% Exit Multiple scenarios include acquisition by Companies in the College Athletic Web Development Business such as XOS, CBS Sports; Sports marketing companies like IMG or Learfield; Athletic Apparel Companies, e.g.: Adidas, Nike Additionally, the Company may investigate the possibility of conducting a small-cap IPO, depending on the economic and regulatory environment. (Sarbanes-Oxley, Dodd – Frank) www.asdhelps.com

  4. Why We Are Different……. • Unlike every other competitor, Athletic Scholarships Direct charges one flat fee monthly, with no hidden fees EVER,not for sending profiles tocoaches, not for searching , not for multi-sports; everything isincluded in the low monthly fee of $9.95, which is affordable for everyone and help ASD achieve initial market share / critical mass. • Compared to other competitors who offer "free" profiles, then charge youseparately for every profile, search, service, etc.; Unethical “promises” of Scholarships, Thousands of Dollars for “Evaluations”, Too many broken promises to count……ASD gives basic members free access to profiles and various educational tools , while MVP members receive direct access over 25,000 college coaches and 1800 universities in our database. MVP members will also have access to additional premium features including the “Who’s Viewed Me” and Current Open Scholarship functionality. • Athletic Scholarships Direct's coaches database is licensed from College Coaches • Online, the company that provides and updates the coachesDatabase for the NCAA • Athletic Scholarships Direct has been vetted by the NCAA, before receiving approval in • writing to use links to the NCAA's websites and educational tools • WE ARE NOT Agents, Paid Recruiters, Evaluators or "Third-Party Experts".....Looking to rip off Parents or make empty promises......(see NCAA Football, Summer of 2011) • WE ARE for the often ignored “Other 99%” of High School Athletes, not the ESPN 150 or Under Armour All-Star, the Parent and Child who really need the HELP. www.asdhelps.com

  5. Who Benefits From Athletic Scholarships Direct ?....Parents The Challenge • The only realistic options available to Parents of the “Non-Elite” student-athletes are either the High School coach with a limited universe of college contacts; getting ripped-off by High priced third-party “Athlete Marketing” services (7-10K); or having to spend months contacting schools directly on an individual basis, filling out recruiting forms at every stop. • Our focus groups of Parents revealed that they are tired of getting taken for thousands of dollars by alleged “recruitment and evaluation” services which have turned this industry into a cesspool. To that end we have been vetted by the NCAA and the NIAAA resulting in the NCAA giving us written permission to link directly to their web sites and information about recruiting education. The Solution ….ASD • Athletic Scholarships Direct Educates Parents on the processes and criteria for qualifying your child as a prospective college recruit • Save Time...Save Money...No Hidden Fees • No more 100's of Hours searching individual College Sites; • An NCAA compliant Virtual Road-map for Finding the "Right" College Athletic Scholarship; D1, DII, DIII, NAIA, JuCo www.asdhelps.com

  6. Who Benefits From Athletic Scholarships Direct ? So-called “Non-Elite” High School Student-Athletes (The Ignored 99%) • Get unlimited use of the Athletic Scholarships Direct site and its NCAA compliant educational resources • Research colleges, coaches and their athletic programs. • Create and update your multimedia profile 24/7 - 365. • Multi-sport athlete? Athletic Scholarships Direct allows them to add additional sports to your profile at no additional cost, unlike the competition • Send profiles to coaches and recruiters from your personal email to any of the more than 1,800colleges and25,000coaches in our database representing 40 sports www.asdhelps.com

  7. Who Benefits From Athletic Scholarships Direct ?..... College Coaches With the exception of the top 15-20 of the top FBS Football schools (120 Total out of 1345 DI – NAIA Institutions – NCAA, NAIA), e.g.: Florida, Alabama, Ohio State, USC, most Athletic Department recruiting budgets have been adversely affected by the recession in the form of lost sponsorship, donor, and media revenues, especially at the D 1 AA, D II levels and below The Solution – ASD We Help Great Student-Athletes Find Coaches • ASD was founded by people who know the business of College Athletic Recruiting - former and current D1 athletic administrators, coaches and scholarship athletes. We understand how difficult it is to recruit great talent outside of a Coaches geographic area, especially with recruiting budgets being slashed. • By registering for free with ASD, Coaches are able to search for student-athletes with our advanced keyword search.  Build dossiers on each recruit as freshmen and sophomores. And, depending on the sport, division and NCAA regulations, Coaches can even connect with them directly as juniors and seniors. • ASD allows Coaches to post open scholarship information using our easy-to -use interface and it will be posted in every subscribers account. • ASD makes it easier to find the scores of talented young student-athletes across the U.S. who are eager to prove they have what it takes to be a scholarship athlete. www.asdhelps.com

  8. Why We Believe in This Venture Market Size (Customer Universe – US) High school athletics participation increased for the 21st consecutive year, according to a study done by the National Federation of State High School Associations, creating a self-regenerating customer base. Participation at NFHS member schools for the 2010-11 school year reached 7,667,955, an all-time high. Both genders also recorded all-time high US participation rates, with 3,173,549 girls and 4,494,406 boys competing at the high school level in the last academic year. The survey determined that about 54.8 percent of high school students participate in athletics.“This is certainly another great report on the interest of high school sports in our nation’s schools,” said NFHS Executive Director Robert F. Kanaby. Filling a pressing Parental need leads to a significant opportunity for competitive growth…. The largest player in this space, BeRecruited, controls approximately 6% of the entire customer universe. • As of April 2012, according to intelligence we gathered from a high –placed source at BeRecruited, the company is attracting 40,000 signups per month, which only equates to 480,000 annually or 6.3% of the total available customer universe. • All of the existing competitors of any consequence, and particularly market leader BeRecruited.com, are specifically targeted to 12-18 YO, with UI and content which is teen friendly, but busy with blogs, teen chat, etc. NCSA engages in expensive “third-party”Recruiting and athlete evaluation which falls into a very grey area with the NCAA. Based on our competitive research, NCSA is also one of the most expensive services (Min. $2,000+), often charging unsuspecting parents thousands of dollars with limited results. • Parents, who are the real drivers behind this activity also have the greatest pain point, affording a college education. Ironically, the competitive landscape afford Parents, at best, a cursory glance, or preys upon their lack of knowledge and deep desperation. www.asdhelps.com

  9. Launch Marketing Strategy Overview (Abridged) • Target Audience Demographics: Primary: Adults 35-54, Parents of High School Student-Athletes and High School Student-Athletes 13-19; (With an emphasis toward the “other” 99% of High School Age Student-Athletes, Not the ESPN 150 or Under Armour All-Stars, especially Women) Secondary: US High School-Level Key Sports Organizations; Club Sports, Travel Team organizations, Sports businesses Tertiary: • 25, 000 College Coaches / Recruiters • Target Geographies: • Phase I (Years One-Two): • Based on our research and prevailing resources, we are adopting an Two Phase launch strategy to establish initial subscriber beachheads in the Top Twenty NFHS Participation States (Representing 74.7% of the Total Customer Universe; (5,731,959 High School Student-Athletes) and the Canadian province of Ontario ( 270,000 High School Student-Athletes); • Phase II (Years Three-Five): • Roll out to Remainder of US and Canada, ; Roll out additional Countries as research warrants www.asdhelps.com

  10. Launch Marketing Strategy Overview (Abridged, Cont.) • Objectives: • Build the basic (free) subscriber base • Drive advertising revenue through basic subscriber registration build (eyeballs) • Drive Paid Subscriber Revenues through conversion of basic subscribers • Strategy: • Develop and Execute a targeted marketing and public relations initiative which will create key stakeholder “push” and end-customer “pull-through” •  Build conversion to MVP (paid) subscription base via limiting basic subscriber access to key feature functions, e.g. College Coaches Database, Email functionality, College Information, Open Scholarships, “Who’s Viewed Me “feature. Etc. • Tactics: • Primary: Adults 35-54, Parents of High School Student-Athletes / High School Student-Athletes (End-customers); • Target keywords in site copy to optimize search engine activity, in addition to comprehensive SEO and Back Link Strategy • Execute targeted viral advocacy campaign on Facebook, local high school sports blogs • Develop and Execute targeted strategic marketing partnerships with destination web sites that create synergy • Develop and Execute targeted Strategic Event Partnerships, e.g.: ESPN Games, Sport Specific Showcases • Develop additional saleable assets for corporate partnerships; Weekly Radio Show, Local High School Sports TV in Key markets • Secondary: Whale Hunting - US High School -Level Club Organizations / Travel Teams/Sports Businesses (Key Stakeholders); • Develop and Execute strategic marketing partnerships with select Key Strategic Partners in the High School Student-Athlete vertical; State Soccer Club Association, Travel Team Organizations, Professional Sport Schools, e.g.: Extra Innings, etc.. • Tertiary: College Coaches / Recruiters • Once we have achieved traction in the subscriber base, communicate the value proposition of AthleticScholarshipsDirect.com for College coaches and recruiters by a direct marketing campaign through our data base of over 25,000 plus D1-NAIA Coaches and Recruiters to drive free registration and more importantly, the posting of open scholarships at the D 1 AA level and below, which we can then market to new subscriber prospects. Additionally, we will investigate potential opportunities to partner with various college coaching associations; e.g., AFCA, WBCA, NABC, etc. www.asdhelps.com

  11. Why We Believe in This Venture – The Revenue Model Keep it Simple; Our initial stream of revenue will come from paid subscriptions; parents of High School Student-Athletes (Adults 35-54 w HHI of 65K and Above) purchasing on behalf of their children. We are executing a two-tier “basic “free model with limited access to educational tools and an “MVP” Premium level that will grant direct access to our database of College Coaches and a portfolio of premium features. After two years of consumer research in this space, this is the model that drives customer action. We will focus our initial marketing and sales efforts on not only driving subscribers, but building strategic partnerships with organizations that will provide a positive “Brand Halo”, differentiate us and help us build trust with our target audience. Once we capture critical mass of subscribers/eyeballs, we will develop an additional revenue stream via advertising revenues from targeted partners, e.g.: Soft Drink/Energy Drink, QSR, Auto, etc. Whale Hunting; Strategic Partnerships with High School-Level Athletic Organizations; e.g.; State Club Organizations, Travel Team Organizations, etc. We also plan to drive subscriptions via our Strategic Partnerships with High School –Level Athletic Organizations; State Soccer Clubs, State –wide Travel Team Organizations, etc. who are always seeking incremental revenue streams and additional ways to add value for their parents and players. Lending additional support to our concept, participation in High School- Level sports has increased for 21 consecutive years. (NFHS Annual Report on High School Athletic Participation) Once we build our basic subscription base to a critical point (10,000 ) we will pursue advertising partnerships,e.g. NIKE, Coke, with relevant brands that will afford AthleticScholarshipsDirect.com a significant halo effect, while not turning the site into a “Moroccan Bazaar” www.asdhelps.com

  12. Why We Believe in This Venture – The Revenue Model Future Revenue Projections Simple Model, Simple Math: • Simple but very conservative math shows the revenue potential of this endeavor should we secure the following paid sub base: Assuming 0. 4% - Yr 1; 1.0% - Yr 2 (Phase I Customer Universe of 6,001,959); 1. 25% - Yr 3; 2.0% -Yr 4 and 3.0%-Yr 5 of the annual overall available Phase II customer universe of 8,417,000(7.667 MM-US / 750K CA)with a projected attrition rate (graduation, Injuries, etc.) of 40% beginning in year two. For projection purposes I am using a $9.95 per month subscription price point and a 19% conversion rate: Year (%Customer Universe) (P1) 1(0.4%) 2 (1.0%) | (P2) 3 (1.25%) 4 (2.0%) 5 (.3.0%) Basic Subs (Free) 24,007 60,019 105,212 168,340 252,510 Paid Subs (19% conversion) 4,561 11,403 19,990 31,984 47,976 Annual Attrition (40%) N/A 1824 5,290 11,17019,496 Retained Paid Subs N/A 2,736 7,937 16,75729,245 Total Paid Subs 4,561 13,227 27,92748,74177,221 Projected Revenues $544,583 $1,579,303 $3,334,483$5,819,675$9,220,187 (@ $9.95 per “MVP” Level Sub/per Mo.) www.asdhelps.com

  13. Why We Believe in This Venture – The Revenue Model • *Assumes worst-case scenario –State Representative Commissions, Projected 4% Credit Card Discount Fee, .25 Per Transaction • Merchant Fee, Recurring Annual Fixed and Variable Operating Costs (Salaries, SG&A, Marketing, Legal, Accounting, Development) +Year 1 Includes Additional Site Design, Development, ongoing Legal, Marketing, Accounting, General & Administrative Costs • (See Use of Proceeds Page for Complete Details) www.asdhelps.com

  14. Athletic Scholarships Direct ( www.AsdHelps.com) Capital Requirements: Minimum $475,000 – Maximum $650,000 Founder has Seed-funded the Company through the development, market research and Beta -Testing Phases over the past 2.8 Years: $138,000 hard capital and 2.8 years of sweat equity A. Vedlitz, S. Board, G. Sideman have invested two years of sweat equity/professional services into the venture Current Monthly Burn Rate:  $2,650 Use of Proceeds from Raised Capital: www.asdhelps.com

  15. Senior Management Team Mike Pirolo , Founder & CEO - Professional Experience: • Senior General Management, Brand Marketing, Sales and Business Development Executive with over 25 years of Cross-Disciplined Revenue Driving Success in Diversified Industries, with an Emphasis in Sports Business. • Senior national account and general management positions for Young & Rubicam, Ogilvy & Mather and Bates North America in various regions of the United States while working on top agency accounts such as Ford, Sears, Miller Brewing Company, Pirelli Germany, Campbell Soup Company and the John F. Kennedy School of Government at Harvard University. Additionally, Mike has held senior positions in College Athletics at the United States Military Academy (Associate Athletic Director) and the Chick-Fil-A Bowl (Associate Executive Director) • During his Agency tenure, Mike developed and executed Media-driven national, regional and local integrated marketing programs for client engagement with the NFL (Teams and Super Bowls), NBA, MLB, Olympics, LPGA, AVP, NASCAR, and various entertainment properties (Paramount Pictures, Cirque Du Soliel, Universal Studios, House of Blues; Jimmy Buffet, Brooks and Dunn, Clint Black concert tours). In one ten-year period during his career, Mike had responsibility for over 50MM in client sports and entertainment business. • Steven Board , Vice President, Student-Athlete Resources - Professional Experience: • Executive Director of the 100 Black Men of New York City, that historic organizations' founding chapter. • Founder and President of FXO Marketing Group, VP of Event Marketing for Bates North America, East Coast Regional Sports Marketing Director for NIKE, Director, City of New York Sports Division and Senior Director – NBA, where he conceptualized and executed the NBA All-Star Celebrity Basketball Game, the Rookie Practice and the NBA Jam Van & National Tour. Additionally over the past 20 years, Steven has planned and developed strategic integrated marketing campaigns for Adidas, Polaroid, USA Network, US Open, Martell Cognac, Chivas Regal and RJ Reynolds. • A former D III Track and Field athlete at Lincoln College, Steven is also a certified sports conditioning specialist, a sports nutrition specialist and sports safety instructor. www.asdhelps.com

  16. Andrew Vedlitz, Vice President, Marketing and Partner Development- Professional Experience: • Andrew brings over 20 years of sports and entertainment business development experience to Athletic Scholarships Direct (ASD). He began his career as Assistant Executive Director of the Chick-Fil-A Bowl in Atlanta and continued to build on his industry credentials after successful tenures in sports and entertainment marketing at Wachovia Bank, Young & Rubicam and Philips Arena. • Served as Vice President of the Atlanta Super Bowl Host Committee in charge of sponsorship sales and marketing, and has direct experience working with well known companies such as Citibank, Miller Brewing, Russell Athletic, Schering-Plough & Western Union through his various career experiences. • Gail Sideman, Vice President, Public Relations - Professional Experience: • More than 20 years of public relations experience, including 10 in NCAA Division I sports information during which she received national awards for her work, have led Sideman to emerge as one of the most respected professionals in sports and publishing publicity. When she suggests what a reporter seeks in a newsworthy story angle, she knows from experience. • She has worked on both sides of the media-PR spectrum, including time as a stringer for the St. Petersburg Times and Tampa Tribune, then as a freelance writer for sports and business publications. She additionally works with network television production crews at some of the country's most visible sports events (Final Four, Frozen Four, College World Series, MLB, NBA) which allow her to keep her hand on the pulse of broadcast media. • Doug Murless, , Region Director, Canada: 20 years of business experience, former hockey player, Canadian native, Sports retailing executive • Hiram Green, Region Director, Florida: Former Parade All-American basketball player, Associate Athletic Director-USF, D1 Basketball recruit/player • Jason Bosley, Region Director, Southeast:Auburn University Football (4 years), Elected Captain Senior year, SEC All-Academic Team (3 Years) • Travis Dent , Region Director, Midwest:USMA Varsity Baseball (4 Years), Former High School Baseball Coach and College Administrator, D 1 Recruit • For More Information on the ASD Team, go to http://athleticscholarshipsdirect.com/BoardofAdvisors Senior Management Team www.asdhelps.com

  17. In Closing…… A simple concept. We are filling a need on both sides of the equation; for the parents of High School Student-Athletes who aren’t in the top 00.1% and getting recruited by the top 30 FBS institutions, we are providing a time-saving, informational conduit to coaches and recruiters nationwide. Especially after what happened during the forgettable summer of 2011, there has never been a better time to introduce an NCAA compliant education and marketing resource for parents and high school student-athletes, run by former NCAA D 1 Athletic Administrators and Scholarship Athletes who want to help drain the swamp. Because we vetted ASD up front with the NCAA, we conform to even the most recent stringent changes in the recruiting regulations, since we are not recruiters, agents, lawyers, talent evaluators or “third-party” go-betweens that have fouled so many dreams for student-athletes and their parents in the past. We believe our business model of educating the parents and High School Student–Athletes, in conjunction with our grass-roots strategic partnerships with High School –Level Athletic Organizations will be the differentiator in capturing a significant percentage of the remaining customer base over time. The ultimate beauty of this endeavor is that it only requires a minimum share of the overall customer universe to generate significant revenue. We have listened to parents of High School Student-Athletes complain for years about the confusion and concern over finding any scintilla of information on potential scholarships especially if “MY kid isn’t an ESPN 150 talent, but can play at some level”. We have listened to College Volleyball, Soccer and Baseball Coaches as they have thrown up their hands in frustration because of cuts to their recruiting budgets without the relief of lower expectations on the field of play. This site isn’t for the “ESPN 150” or Under Armour All Star.. It is for the other 99%. Thanks in advance for your time and consideration. To view the complete business plan please contact me at: Mike Pirolo Founder and CEO Virtus Interactive, LLC (877) 237-8419 X 734(wk) (201) 994-5347 (mobile) mapirolo@asdhsr.info www.asdhelps.com

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