Chapter 13-1

NooberMEDIA, Inc.The World’s Largest Advertisement Search Engine.

Prepared by

Brian ParkerFounder, CEO

Executive ChairmanBoard of Directors

Chapter 13-2

NooberMEDIA is an MPE (Multiple Platform Extension) that is focused on combining all elements of the inter-web to form a single powerful and enjoyable informational tool. To put it blunt, we are a direct advertisement search engine. We’re like Google, except the only information we display or find is advertisement.

Our general focus is to fuse direct advertisement using the virtual web-link of social networking. Instead of acting as a social networking entity, incorporating indirect advertising elements, we act as a direct advertising entity, using social networking as an informational-ecosystem.

DescriptionDescription

Chapter 13-3

NooberMEDIA, Inc.

Corporate InformationCorporate Information

Address: 9955 Buffalo Speedway

Ste. 20103

Houston, Texas 77054

Phone: (409) 939-6143

www.noobermedia.com

Incorporated in the state of Delaware – March 12, 2012

C-Stock Corporation – EIN # 800795118

Registration of .COM Domain Name – October 14, 2011

Certification of Domain – October 14, 2011

Texas Registration For-Profit File Number: 801668175 (Filed on October 12, 2012)

Trademark Serial Number: 85755262 (Filed on October 19, 2012)

Founder(s): Brian Parker

Chapter 13-4

Basic Analysis: The Future of Direct

Advertisement

Chapter 13-5

What is Indirect Advertising?Indirect Advertising is a selling method of diversionary ad placement. For example, the make and model of a car in a big budget Hollywood movie. The camera pans over a street and we see several cars, but we’re focused on the action… not the cars. In regards to online advertisement, ads located on the left, right, top, and/or bottom of a particular site is considered indirect advertisement. The key is to place ads in a place of high visibility (Facebook, Yahoo!, etc.) with the hope that, at least, a small portion of viewers or users will see and/or become interested in a product or service.

Indirect Advertising vs Direct AdvertisingIndirect Advertising vs Direct Advertising

Is this method of advertisement successful? No! There is a universal belief – from consumers and now advertisers – that it doesn’t work. For example: General Motors pulled a $10M ad account from Facebook, saying it was, “ineffective” and had “little impact on consumers”.

What is the alternative? Direct advertisement! That’s what we do! Simply put, we aim to go directly at the end-user (consumer) by putting ads in an exclusive visual advertisement search engine.

Chapter 13-6

Primary User: Our primary user is the first priority of our functioning business; the client. We call the client a primary user because the client is the user or entity that will primarily effect our revenue. The client is the advertiser. The advertiser is the entity that will offer a product or service, intangible or tangible, to the secondary user or end user.

- structure: company, corporation, organization, person

- example: McDonald’s, Starbucks, Subway, Burger King, Nike, Macy’s

Secondary User: The secondary user is the second priority of our functioning business; the consumer. We call the consumer a secondary user because the consumer is the direct object of functionality for our client. The purpose of function for our client (primary user) is to introduce and/or sell their product to the secondary user (consumer). Our goal is to help move (sell) the primary user’s product or service.

- structure: men, women, teen, organization, business, city, government

- example: people or organizations shopping for products and services

Primary User vs. Secondary UserPrimary User vs. Secondary User

Chapter 13-7

1. Decipher advertisement market traits and trends.

2. Describe internal functionality and vision.

3. Detail senior management and employee base.

4. Provide analysis of revenue process.

5. Provide an IPO lead-up.

6. Identify projected liquidity (asset-based), solvency, and profitability.

7. Provide in-depth analysis of projected (future) mergers & acquisitions.

PowerPoint ObjectivesPowerPoint Objectives

Chapter 13-8

Market Introduction

Market Introduction

High costs w/ vague project-ability

Slow infusion

Vast competition w/ vague project-ability

Creation of users

Costs become counter-optimal

Internal deviation

Sales volume declines

Market overload and implosion

Sales volume peaks

Maximization of product

Evolution of expected profitability

IPO realization and financial stability

Competitive pricing

Initial sales volume

Profitability is projected and rising toward potential

Low costs due to competition strategy

GrowthGrowth MaturityMaturitySaturation and

DeclineSaturation and

Decline

Market TraitsMarket Traits

Chapter 13-9

Market TrendsMarket Trends

Bull Market - increases investor confidence and investing in anticipation of future price increases (capital gains).

Bear Market – shows general decline in the stock market over a period of time. It is a transition from high investor optimism to widespread investor fear and pessimism.

Market Top - shows that the market has simply reached the highest point that it will, for some time (usually a few years).

Market Bottom - is a trend reversal, the end of a market downturn, and precedes the beginning of an upward moving trend (bull market).

Chapter 13-10

In the Bull Market – we expect to create a new environment for online advertisement, creating a large pool of investors who are paying for a direct-sales service.

In the Bear Market – we expect to maintain our clientele and force the market to adhere to our strategy, primarily through our strong presence and vacuum operation, thus reducing panic from shareholders.

In the Market Top – we expect to have no anticipated ceiling cap for the market due to our strategy of direct online advertisement and selling, thus creating an endless array cash flow.

In the Market Bottom – we expect to continue evolving and revolving the market, providing finely tuned profitability and a stabilized market trend, reverting to the Bull & Bear syndrome, consistently.

What we expect in the market…What we expect in the market…

Chapter 13-11

What is a SWOT Analysis? SWOT Analysis stands for Strengths, Weaknesses, Opportunities, and Threats. We conduct this kind of analysis to reveal vital internal and external features of any organization. In our case, we conducted a SWOT Analysis on some 18 different companies and/or corporations.

A SWOT Analysis will determine:

the strength of executive decision-making, thus focusing on financial gain and market or sector positioning

any weaknesses of executive decision-making, thus focusing on internal and external effectiveness

any opportunities that may be present or opportunistically not present for those companies and/or corporations

any threats that may directly harm the companies and/or corporations that may have a positive or negative impact

We use this data, along with limitations (SLOT) of organizational functionality, to best plan our approach into the market or sector.

…a few of the companies and/or corporations >>>

Why we conduct a SWOT Analysis…Why we conduct a SWOT Analysis…

Chapter 13-12

Google – SWOT AnalysisGoogle – SWOT Analysis

STRENGTHS

- 34,000 searches per second, 2 million searches per minute, 121 million searches per hour, and 2 billion searches per day

- estimated value $86 billion (USD)dollars

- total advertising revenues were $28 billion (USD) dollars (2010)

WEAKNESSES

- 97% of Google’s revenue comes from advertising (indirect advertising)

- high turnover ratio at mid-level and senior-level management (always losing exec’s to rivals)

Chapter 13-13

Facebook – SWOT AnalysisFacebook – SWOT Analysis

STRENGTHS

- completely integrated features of Web2.0 (one-stop shop/evolvable)

- great sociable (aesthetic) features like the “LIKE” button

- great marketing tool with an array of developer’s options

- vast potential, both, financially and fundamentally

WEAKNESSES

- 82% of Facebook’s revenue is indirect advertising

- doesn’t think outside the box (creating new methods of revenue and external growth)

- over-valued on the public market (reflecting poor executive decision-making)

Chapter 13-14

Internal FunctionalityInternal Functionality

What is internal functionality? Internal functionality describes the operational planning and physical functions of all levels of the infrastructure of an organization. The ability to best operate a business to its fullest potential lies in the hands of its operators, planners, and senior management. NooberMEDIA is well equipped with a dynamic senior management base that is fully capable of seeing the corporation to its potential.

Hierarchy ranking for NooberMEDIA:

a. Board of Directors(external/internal)b. Officerc. Vice Presidente. Executive Vice Presidentf. Director g. Mid-Level Managers/Employeesh. Lower-Level Managers/Employees

Chapter 13-15

Founder, Chief Executive Officer, and Executive Chairman of the Board – Brian Parker

Chief Business Development Officer – Mandy Thompson

Chief Operating Officer -

Chief Financial Officer – Mark Patterson

Chief Technology Officer – Jonyt Meyer

Vice President of Human Resources & Recruiting – Richard Bolf

Vice President of Marketing – Terry Straub

Vice President of New Product Development – Allen Osei

Vice President of Systems Operations

Vice President of Accounting

Vice President of Financial Analysis/Planning

Vice president of U.S. Operations

Vice President of International Operations

Vice President of American Sales

Vice President of International Sales

Vice President of Universal Advertisement

Senior Management Senior Management

Chapter 13-16

Director of Application Design

Director of Application Development

Director of System Test & Integration

Director of Operations & Maintenance

Director of Systems Engineering

Product Design Manager – Derek Muller

Platform Development Manager – Matthew Parker

Hardware Maintenance

Software Maintenance

New Design

Source Code Development

Design Deployment

Senior UX Designer – Luis Diaz

Senior UX Designer – Michael Sefer

Engineer (Aesthetics)

Engineer (Aesthetics)

TechnologyTechnology

Chapter 13-17

Director of U.S. Accounting Services

Director of International Accounting Services

Director of Planning

Director of Pricing

Director of Cost

General Ledger (Domestic)

Accounts Receivable (Domestic)

Accounts Payable (Domestic)

Payroll/Benefits Manager (Domestic)

Travel (Domestic)

General Ledger (International)

Accounts Receivable (International)

Accounts Payable (International)

Payroll/Benefits (International)

Travel (International)

Senior Financial Assistant

FinanceFinance

Chapter 13-18

Director of U.S. Procurement

Director of U.S. Client Services

Director of U.S. User Services

Director of International Procurement

Director of International Client Services

Director of Security (Domestic)

Director of Security (International)

Operations Liaison (Domestic)

Operations Liaison (International)

Market Analyst - Southwest U.S. Territory

Market Analyst - Northwest U.S. Territory

Market Analyst - Northeast U.S. Territory

Market Analyst - Southeast U.S. Territory

Market Analyst - Far East Territory

Market Analyst - United Kingdom Territory

Market Analyst - Central Territory

OperationsOperations

Chapter 13-19

Director of North America (Sales)

Director of Central America (Sales)

Director of South America (Sales)

Director of United Kingdom (Sales)

Director of Africa & Middle East (Sales)

Director of Far East (Sales)

Director of Account Management (U.S.)

Director of Account Management (International)

Director of Advertising (U.S.)

Director of Advertising (International)

Director of Marketing (U.S.)

Director of Marketing (International)

Director of Training (U.S. Sales & Account Management)

Director of Training (International Sales & Account Management)

Director of Training (Global Advertising)

Director of Training (Global Marketing)

Business DevelopmentBusiness Development

Chapter 13-20

Direct Advertisement

How will we make money?How will we make money?

The process is simple, in terms of functionality. We are an Advertisement Search Engine (Visual Search Database) that allows end-users (consumers) to search for ads from our primary user (clients/companies/corps).

Each logo is placed into our search engine, via first-come-

first-serve. The logo’s are clickable with routing links to

the clients’ home.

The End User clicks on the logo’s and will visit the home site, view the ad, and/or save the logo to their own personal

MY HOME page.

Primary user signs up for a direct advertisement account.

The account is called a MASTER ACCOUNT. Each

account costs $1 million (USD).

The End User will have the option to share (Facebook,

Twitter, etc.) information with friends about the ads, creating

more interest.

Chapter 13-21

How does the site work?How does the site work?

You simply click on any

logo.

Don’t see who you’re looking for? Just type in the name of the company or

corporation and search for their ads.

You can click to visit the website or just quickly read the ad. If you like

what you see, you can click to send the logo to your MY HOME page.

Visit Site

It’s Big Boy Week at

McDonald’s!

Buy any Big Mac Meal and get another Burger Meal, of equal or smaller size,

FREE!

U.S. locations only

August 20th – August 27th

Send to My Home

Chapter 13-22

Simply put, we want our clients to be successful.

What’s in it for the client?What’s in it for the client?

The client shall expect to see a rise in the sell of

their products and services. The goal is to

expect increased consumer consumption. The client will receive

shares of the corporation. The shares

shall be of Class A, Class B, and Preferred

Stock class.The client will have 24/7 attention of their account manager. They will have the option to update their

advertisement at any time they deem

necessary.

The client will make money from its

competitors. Each account, sold, will reward preferred shareholders

with dividends.

Chapter 13-23

An initial public offering (IPO) or stock market launch is a type of public offering where shares of stock in a company are sold to the general public, on a securities exchange, for the first time. Initial public offerings are used by companies to raise expansion capital, to possibly monetize the investments of early private investors, and to become publicly traded enterprises.

OUR MISSION

(1) Develop an impressive management and professional team

(2) Grow the company's business with an eye to the public marketplace

(3) Obtain audited or auditable financial statements using IPO-accepted accounting principles

(4) Clean up the company's act

(5) Establish antitakeover defenses

(6) Develop good corporate governance

(7) Create insider bail-out opportunities and take advantage of IPO windows

Projected IPO filing date: March 13, 2017 (Monday)

Initial Public Offering (IPO) Lead-Up Initial Public Offering (IPO) Lead-Up