Gaming’s Portal to the Social WebGaming’s Portal to the Social Web

Investor Brief Q3/2009Investor Brief Q3/2009

Investor BriefInvestor BriefQ3/2009Q3/2009

tribe: (n.)a group of people connected to each other,

to a leader and to an idea.∆

∆ - Seth Godin, 2008

“Smart innovators find or assemble a movement of

similarly minded individuals and get the tribetribe excited by a

new product, service or message, often via the Internet.”

- Seth GodinSeth Godin Author, Marketer, and Agent of ChangeAuthor, Marketer, and Agent of Change

is interested in organizing tribes, leading

them, and providing like-minded individuals with tools to

share, interact, and grow their enthusiasm regardless of regardless of

community affiliation.community affiliation.

isn’t about creating new social destination.

Destinations change all the time.all the time.

We’re interested in creating and fostering tribes that live

inside any destinationany destination our members choose.

2003 – 2004 – 2005 – 2006 – 2008

Problem w/ today’s social model:Problem w/ today’s social model:

Currently, users interested in who belong to Community A Community A

cannot interact with users from Community BCommunity B who are also

interested in .

has been really busy developing software to

solve this problem.

Here’s what we’ve come up with:Here’s what we’ve come up with:

Sounds great, but does it work?Sounds great, but does it work?

As they say, the proof is in the pudding.

So let’s dive into the results of our Beta:

was launched into Beta in Q4/2008 and has

seen rapid adoption rapid adoption and strong organic growth strong organic growth across

supported social networks.

As the name suggests, is focused on giving

gaming enthusiasts a habitat to communicate, share,

and interact regardless of their gaming platform

or community of choice.

Why Gaming?Why Gaming?

• Web-savvy, plugged-in demographic of early adoptersWeb-savvy, plugged-in demographic of early adopters

• Gamers accustomed to share, interact, and sound-off onlineGamers accustomed to share, interact, and sound-off online

• Largest vertical in Entertainment as of last yearLargest vertical in Entertainment as of last year

• Fastest growing vertical in EntertainmentFastest growing vertical in Entertainment

• We have existing relationships in the Gaming industryWe have existing relationships in the Gaming industry

• We’re passionate about the productWe’re passionate about the product

Research shows gamers are most interested in the applications:Research shows gamers are most interested in the applications:

Lotame Innovative Data Reports: Gamers in Social Media – 01/2009

is already making its mark:is already making its mark:

• #1 gaming-oriented application on Facebook

• Home to overover 1M self-identified gamers1M self-identified gamers

• W/O a marketing budget, adds minimum 2K users/day

• Have a year’s worth of data on members’ product

ownership, purchasing history, and demographics

• No current sales staff, but already has revenue.already has revenue.

is monetized, has a rolodex, and is ready to grow.is monetized, has a rolodex, and is ready to grow.

If there were no additional sales this year, we’re still taking

home $450k $450k in discounted promotion and development fees

from our Beta network of Video Game Publishers.

With standard pricing, a sales staff, and an expanded

client base, we expect next year’s figures to be much higher.much higher.

What’s Next?What’s Next?

So, before we hit the phones, flex our rolodex, and step out of So, before we hit the phones, flex our rolodex, and step out of

Beta, we thought it might be best to take a few breaths, step Beta, we thought it might be best to take a few breaths, step

back, and plan our big move.back, and plan our big move.

Onto our growth strategy…Onto our growth strategy…

First, we took a look at the competition:First, we took a look at the competition:

We’re well positioned as the only social network player,We’re well positioned as the only social network player,

but at a crucial point in our growth…but at a crucial point in our growth…

Web-Service Monthly Active Users Funding Raised or Sale Price ($)

XFire.com 255,547 102M (Sale)

GamerDNA.com 54,191 3M (Funding/VC)

Rupture.com 2,469 15M (Sale)

Raptr.com 34,010 12M (Funding/VC)

IGN 6,836,000 64M (Sale)

GameTrailers 647,145 14M [estimated] (Sale)

62,303 600k (Funding/OE)

Then, we took a look at online marketing spends:Then, we took a look at online marketing spends:

And despite the economic slowdown, the iron And despite the economic slowdown, the iron

is hot for us to acquire a significant share of 2010’s spend.is hot for us to acquire a significant share of 2010’s spend.

In order to stay competitive and continue growing revenue, In order to stay competitive and continue growing revenue,

we need to:we need to:

• Hire a seasoned senior management staffHire a seasoned senior management staff

• Hire a proven new business development squadHire a proven new business development squad

• Increase our development / engineering team’s sizeIncrease our development / engineering team’s size

• Organize our operations to support addl. headcountOrganize our operations to support addl. headcount

• Pay down current debtsPay down current debts

• Establish and execute a marketing/advertising planEstablish and execute a marketing/advertising plan

Current Senior Staff at Current Senior Staff at : :

Keith McEwenKeith McEwenCFO,Human Resources Director

Keith brings extensive financial and accounting experience from his CFO/COO responsibilities at All Canadian ATM Services and CashTeller USA. Prior to his roles with the ATM companies, Keith spent time as both as a Lead Analyst and the Director of Quality in Cardmember Services at Bank One (Chase) in Delaware.

Keith received an Engineering B.S. and M.Sc. in Physics from Quebec's Laval University, and holds an International M.B.A. from Toronto's York University.

Nick BaumfeldNick BaumfeldFounder and President

Nick has devoted the past several years to building his passion for the gaming industry into various viable business products and services. He founded All Canadian ATM in 1998, a white-label ATM placement firm and grew it to an $800K/year company before selling in 2004. He moved on to found and sell IOGC, Canada’s Gamefly, and two brick-and-mortar gaming retail stores.All of these past endeavors built up experience, a strong following, and the valuable intellectual property (IP) that is now the software behind SocialTribes / GameTribe.

Lee's career started with a Lead Developer role creating, designing and developing an online pet tracking system (MyPetID), an oil and gas tracking software bundle (PetroQuick). Lee moved on to a firm known as The Code Shoppe, developing products and growing a web consulting business which has become into the highly successful Icona that continues to thrive today.As CTO and Primary Architect of SocialTribes’ proprietary software, Lee leads a development team that has consistently innovated since early 2008.

Lee BabinLee BabinCTO

Who has signed on with ?Who has signed on with ?

Geoffrey MogilnerGeoffrey MogilnerCOO,Investor Relations Director

A plugged-in Video games industry veteran, Geoff was a leading Interactive Entertainment Industry sell-side analyst before taking his most recent post as VP of Strategic Planning and Corporate Communications at Midway Games in Chicago. Prior to his foray into the games industry, Geoff was an IT Product Manager and consultant with full-line P/L responsibilities.

Geoff received a B.A. in International Relations from Tufts University and holds an M.B.A. in Strategy from the University of Chicago.

Taylor HostTaylor HostVP, Sales and Marketing

A member of the Video Game and Advertising industries for nearly a decade, Taylor has spent significant time in senior posts on the vendor side leading new business and project teams. He counts Fortune 500 companies like GM, UPS, Target, Nissan, New Balance, and Hasbro among his long list of past clients prior to stepping into his most recent role alongside Geoff Mogilner as Director of Online Marketing for Midway Games.

Taylor received a B.A. in Economics and English from Kalamazoo College.

Billy PidgeonBilly PidgeonStrategy AdvisorGaming Industry Analyst

Billy Pidgeon comes to UpIt1 from the market research firm IDC, where he covered the global gaming market since 2006. Billy has more than twenty years in the interactive entertainment industry with extensive experience in product development, management and market research. Billy started his career in the industry as a producer responsible for games as diverse as Sesame Street 123, The Simpsons and Mortal Kombat at Acclaim.Billy will advise SocialTribes’ GameTribe team in a strategic capacity.

Corporate Structure:Corporate Structure:

(Proposed)(Proposed)

Shares: Shares: (Ownership)(Ownership)

Shares: Shares: (Voting)(Voting)

Nick Baumfeld 80%Billy Pidgeon 5%Keith McEwen 5%Taylor Host 5%Geoffrey Mogilner 5%

Nick Baumfeld 2Keith McEwen 1Taylor Host 1Geoffrey Mogilner 1

2009 Projected P/L:2009 Projected P/L:

Expenses 2009 414

Lbabin 84

Bweisbart 48

Thost 42

Gmogilner 42

Nbaumfeld 42

Kmcewen 42

Consulting 10

Commissions/Sales Staff 23

Production Staff 25

Operations 25

Consulting 7

Computer Hardware 8

Computer Software 4

Telecom. 3

New Business Development 45

Travel 35

Misc. Expenses 10

Technical Production 30

Consulting 30

Advertising/Marketing 23

Misc. Expenses 4

Total Expenses 485

Revenues 2009License 10

Promotions 240

Hosting / Development 41

Rev-Apps 159

Total Revenues 450

Total Expenses 485

Net Profit (35)

Upit1/SocialTribes Projected IS (USD [,000])

Assumptions:

Staffing: Assumes additional senior staff to be added in August 2009. Operations: Assumes legal and business consulting, laptops / associated software, and mobile phones/plans for senior staff. New Business Development: Assumes no more than 7 trips and corresponding incidentals. Advertising/Marketing: Assumes development of promotional and new business materials.Revenues: Assumes projects and orders already completed or scheduled, but does not include any possible new business development through the end of 2009. We are set to operate at a loss of $35k for 2009. Feasibly, any extra activities could lead to a posted profit by the end of 2009.

4-Year Projected P/L:4-Year Projected P/L:

Expenses 2009 2010 2011 2012Staffing 414 1070 1507 1660

Bpidgeon 57 102 105 110

Lbabin 84 100 100 105

Bweisbart 48 60 62 65

Thost 42 102 105 110

Gmogilner 42 102 105 110

Nbaumfeld 42 102 105 110

Kmcewen 42 102 105 110

Consulting 10 100 150 200

Commissions/Sales Staff 23 180 400 400

Production Staff 25 120 220 220

Technical Staff 0 0 50 120

Operations 25 118 180 270

Consulting 7 25 50 50

Facilities 0 60 80 125

Computer Hardware 8 15 20 50

Computer Software 4 10 15 25

Telecom. 3 8 15 20

New Business Development 45 80 120 150

Travel 35 60 80 100

Misc. Expenses 10 20 40 50

Technical Production 30 200 400 500

Consulting 30 50 80 80

Licenses 0 10 15 15

Advertising/Marketing 23 50 55 60

Misc. Expenses 4 50 100 150

Total Expenses 485 1466 2257 2680

Revenues 2009 2010 2011 2012License 10 20 50 100

Promotions 240 657 1924 4773

Hosting / Development 41 250 250 250

Rev-Apps 159 390 520 572

Sales Commissions 0 100 200 400

Total Revenues 450 1417 2944 6095

Total Expenses 485 1466 2257 2680

Net Profit (35) (49) 687 3415

Upit1/SocialTribes Projected IS (USD [,000])

Assumptions:

Capitalized Soft Assets: Portion of development and advertising expenses.

5-year Projected BS:5-year Projected BS:

ASSETS 2008 2009 2010 2011 2012

Cash and Short Term Deposits 2.162 18 0 0 3316.9

Long Term Investments 0 42 42 0 0

ProprietaryAssets:

Member Base 28.867 32.827 42.827 67.827 117.827

Platform 50 100 120 150 200

Stats Card 30 40 50 75 100

Avatar Builder 0 25,000 30 50 75

Survey Engine   0 5,000 10 10 10

Current Depreciated Value 98 159 173 228 317

TOTAL ASSETS 100 219 215 228 3,634

LIABILITIES

SHORT TERM

Due Wages 120 120 100 0 0

Investor Loans

Gerald Cook 14.4 0 0 0 0

Wayne McEwen 0 20 20 0 0

Mike Cataldi 194 205 205 0 0

Larry Regan 0 155 155 0 0

"Angel" 0 0 241 0 0

208 380 621 0 0

LONG TERM

Shareholder Loans

Nbaumfeld 134.9 211.1 211.1 211.1 0.0

Kmcewen 14.6 19.8 19.8 16.8 0.0

TOTAL LIABILITY 477.9 730.9 951.9 227.9 0.0

SHAREHOLDER EQUITY Capital Stock 0.1 0.1 0.1 0.1 0.1

Opening Retained Earnings 0.0 -378.0 -511.8 -737.2 0.3

Gain/Loss -378.0 -133.9 -225.5 737.4 3544.8

Closing Retained Earnings -378 -512 -737 0 3545

TOTAL EQUITY -378 -512 -737 0 3545

Assumptions:

Capitalized Soft Assets: Portion of development and advertising expenses from the Projected Income Sheet were moved to the Balance Sheet for 5 year straight line depreciationAngel money: covers shortfall for 2010 on the B/SCarrying costs: interest paid to investor loans (including Angel money). Assume average rate will be 15%

Projected Balance Sheet (2008–2012) [USD (,000)]

What does the future hold forWhat does the future hold for ? ?

Because we’ve built our software as functional shell, we

envision moving into other industries beyond gaming.

Depending on how fast we can ramp up out of Beta, we could

begin adding new verticals by the end of 2010.

We’ll have our third-eye on a few other markets:We’ll have our third-eye on a few other markets:

Thanks for taking time to hear us out!Thanks for taking time to hear us out!

If you would like to know more about or our

product, feel free to contact:

Keith McEwenKeith McEwen

Keith@upit1.comKeith@upit1.com

302-999-9112302-999-9112