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					                       SkyLine e-Commerce Systems, Inc.
                             Securing the Future of Commerce Today™


Douglas T. Luke
President, COO & Founder
E-mail: dt_luke@skyline-ecommerce.com
Web Site: http://www.skyline-ecommerce.com

This document is an executive summary and is intended to provide a synopsis of our plan for
this business venture. If you would like to discuss this investment opportunity in more detail,
please email me at the address above to execute a confidentiality agreement. Once a
confidentiality agreement is in place we will share the full business plan with you and arrange to
make a presentation of the business opportunity to you.

Business Description:

SkyLine e-Commerce Systems, Inc. (the “Company”), is being founded as a C corporation, in
the state of New York by an experienced management team, to develop and market an
innovative solution for the retail industry. Using a SaaS (Software as a Service) model we
intend to be leaders in the industry, focusing on providing our services and solutions for
preventing payment card fraud. We provide a full set of software and services, with our
Enterprise Sales Fraud Management System™ (ESFMS) suite. We are currently preparing a
patent application for certain aspects of the ESFMS and the platform as a whole. With an
innovative method of preventing payment card (credit/debit/etc) fraud using our FraudFree.net™
SaaS platform, VoiceLocked™ technology and Mi-NUI™ (Mobile Intelligent Natural User
Interface) application, we can virtually eliminate this type of fraudulent activity.

Industry and Market Description:

The payment card industry comprising both credit and debit cards is very substantial and
growing. On-line, virtually all transactions are done using some for of payment card weather it
be credit or debit card. Of every $100 spent by consumers, nearly $40 is in a form other than
cash or check. (Source: Visa USA internal statistics, 4th quarter 2006). Nearly one in every
three consumer purchases in the United States is made with a payment card, including credit,
debit and prepaid products. (Source: Visa USA internal statistics, 4th quarter 2006). Estimated
total value of dollars transacted with credit cards represented 2.1 trillion dollars in commerce for
2008. There were 34 billion U.S. debit card transactions in 2008, totaling $1.33 trillion. That's
way up from 16.1 billion transactions totaling $583 billion in 2003. (Source: Nilson Report,
December 2009). An estimated 61 billion dollars in interchange fees were collected in 2009
representing a CAGR of 8.8 percent according to the Federal Reserve paper “Interchange Fees
and Payment Card Networks: Economics, Industry Developments, and Policy Issues”. Payment
card fraud continues to be an issue world-wide with an estimated 54 billion dollars of fraud for
2009 in the US alone. We intend to create FraudFree.net™ which is a secure and trusted
commerce ecosystem between the consumers, merchants, and payment card industry that
combines the advantages of both the internet and mobile smart devices.



Confidential               Do Not Reproduce, Copy or Forward without                              1
                      written permission from SkyLine eCommerce Systems
Company’s History:

The company is a new venture and is in the process of being formed as a C corporation in the
state of New York under the name of SkyLine eCommerce Systems, Inc.

Company’s Products:

The Company’s software and services are intended to be innovative and interesting. We are
developing and plan to market a comprehensive suite of services and SaaS (Software as a
Service) technologies for the retail industry under the Enterprise Sales Fraud Management
System™ brand (ESFMS). The initial services that we will offer are in payment card (credit,
debit, etc) fraud prevention. Our software architecture consists of a cloud service, consumer
application and our advanced security techniques however, its innovation is in its modular
design, unique concept, and its components can be easily integrated in merchants existing
fraud prevention programs and payment systems without requiring extensive customization.
We have an innovative concept for an application that will greatly enhance protection from
payment card fraud called FraudFree.net™, a SaaS cloud service, Mi-NUI™ or i-NUI™
(pronounced “my newy” or “i newy”) consumer applications, and our VoiceLocked™ technology
to go with it. Simply having secure transactions is no longer enough and our technologies will
virtually eliminate payment card fraud during purchases. It is our intention to develop additional
smart phone “connectors or applets” to up sell additional services to the consumer as adoption
of the technology progresses. These applets will take advantage of the mobile platform and
provided proximity based, value added services that the consumer will be able to subscribe too
via our portal.

Marketing:

The Company intends to use a combination of agencies, social networking, viral methods,
employees and online marketing (both SEO and SEM) to market its services and solutions. The
Company founders have extensive relationships with major companies in the online retail
industry, which should facilitate sales into these existing relationships. The Company has also
been developing distinctive logos and trademarks to achieve brand recognition for its services
and solutions. The umbrella brand for these services and solutions is the “Enterprise Sales
Fraud Management System”™ which consists of FraudFree.net™ SaaS ecosystem, Mi-NUI™,
i-NUI™ consumer applications, and our advanced security techniques including our
VoiceLocked™ technology. We believe these items along with word of mouth and a strong user
friendly web site will constitute the bulk of our initial marketing efforts.

Projections:

The Company is conducting market research and doing financial analysis of potential sales and
market size at this time. We feel strongly there is a robust market for these services, particularly
as the macro-economic situation improves, businesses increase spending to accommodate this
growth, retail consumer on-line spending increases and consumers become more aware of
fraud prevention and identity protection services. We see these improvements starting to occur
now but consumer perception won’t begin to turn until Q4 2009 and into 2010. It is our intention
to offer competitive pricing to gain market penetration while focusing on small to medium size
businesses, initially, and growing into larger businesses as our products and service offerings
expand.


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                      written permission from SkyLine eCommerce Systems
The online retail industry continues to show strong growth of more than 80 percent from CY
2005 through CY 2008 and will reach 100 percent growth over 2005 - 2009, based on numbers
from Jupiter research, shown in table below.

We see our Fraudfree.net™ ecosystem consisting of three pillars or constituents. These
constituents are the consumers, the merchants, and the payment card industry. Each has its
unique perspective and needs related to conducting commerce both on-line and in stores. All
constituents realize the impact fraud has on the existing ecosystem and it is clear that given the
54 billion in fraud for 2009 that additional measures are needed to bring it under control and
reverse the trend.

    •     The number of U.S. identity fraud victims increased 22 percent in 2008 to 9.9 million
          adults. However, the total annual fraud amount jumped just 7 percent to $48 billion. The
          report said this is because "consumers and businesses are detecting and resolving fraud
          more quickly." (Source: Javelin Strategy & Research, February 2009 study.)

    •     "Lost or stolen wallets, checkbooks and credit and debit cards" made up 43 percent of all
          ID theft incidents in which the "method of access" was known. (Source: Javelin Strategy
          & Research, February 2009 study.)

    •     Credit and debit card fraud is the No. 1 fear of Americans in the midst of the global
          financial crisis. Concern about fraud supersedes that of terrorism, computer and health
          viruses and personal safety. (Source: Unisys Security Index: United States, March 2009)

    •     Merchants are penalized in three ways, a) they have to refund the money to the
          authorized card holder, b) they lose the merchandize if it has already been shipped c)
          they pay a penalty fee to the payment card clearing house.

While the numbers below reflect what consumers are spending on-line and not how much on-
line retailers are paying in interchange fees or fraud prevention programs, there is a correlation
between these numbers and how much retail businesses do spend or will be spending on
technologies to support this growth in the online retail business.



                                                                  2010           2011          2012
               2005   2006    2007     2008          2009    Projection     Projection    Projection
  Total        83.6   108.1   128.1   147.6         134.9         182.3         198.6           214.8
                                                                                         In billions

* Source: Jupiter Research, Inc., New York, NY

Interchange fees are estimated at 61 billion dollars in the US for 2009 and total fraud reached
54 billion in the US alone. Total payment card transactions (credit and debit combined) are
estimated at well over 3 trillion dollars. Roughly 4 percent of that was conducted on-line totaling
an estimated 120 billon dollars. This does not take into account undiscovered fraud for which
estimates are hard to establish. According to the census bureau consumers lost an estimated
1.7 billion dollars in 2008 directly related to payment card fraud.



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                        written permission from SkyLine eCommerce Systems
Establishing revenue equal to 0.1 percent of the estimated 61 billion in interchange fees by the
end of our third year would equal 61,000,000 million dollars. Growing to a market penetration of
0.3 percent by the end of year 5 the revenue will be 183,000,000. Applying the same model to
the money lost due to fraud, assuming the technology reduces fraud losses by 25 percent by
the end of the fifth year which would be roughly a 13.5 billion dollar reduction and we can collect
a conservative 3 percent fee from the amount we reduce the total revenue would be 405 million.
This assumes all numbers stay flat over the 5 year period and no additional up sell opportunities
occur.

Our Enterprise Sales fraud Management System™ will provide a system and methods to
reducing or eliminating the touch points thieves can use to gain access to consumers payment
card information. By creating this trusted ecosystem and bringing the constituents into it we can
get ahead of the problem while providing a secure ecosystem within which commerce can be
transacted.

Two-thirds (66%) of online Americans say they have purchased a product online, such as
a book, toy, music, or clothing. Attitudes and perceptions play a key role in whether online users
choose to purchase products online.

        78% of internet users either agree (53%) or agree strongly (25%) with the proposition
        that shopping online is convenient for them.
        68% of internet users either agree (47%) or agree strongly (21%) that online shopping
        saves them time.

While the number of e-shoppers continues to grow, there is still widespread concern in the
internet population about the safety of financial and personal data online. And fully 58% of
internet users say they have felt frustrated, confused or overwhelmed during online shopping.

        75% of internet users either agree (39%) or strongly agree (36%) with the proposition
        that they do not like giving out their credit card number or personal information online.
        43% of internet users have been frustrated by the lack of information they encounter
        while using the internet to find out about or buy goods or services.
        32% have been confused by information they have found online during their shopping or
        research.
        30% have felt overwhelmed by the amount of information they have found online while
        doing online shopping or research.

Internet users' attitudes about online shopping are not entirely consistent. They are willing to
shop online because it is convenient and a time-saver, but they also do not like sending
personal or credit card information over the internet. Our analysis suggests that if concerns
about the safety of the online shopping environment were eased and if shoppers felt that online
shopping saved them time and was convenient, the number of online shoppers would be higher.

It is possible to sort through these different attitudes to see which matters more in influencing
people's propensities to shop online. Using as the baseline internet users' response to the
question about whether they have ever bought a product such as a book, music, toy or clothing
online, the analysis asks what would happen to levels of online shopping if certain attitudes
were different. We find that concerns about sending personal or credit card information online
loom largest in influencing whether to shop online.

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                      written permission from SkyLine eCommerce Systems
Specifically:


          If the three-quarters of internet users who agree that they don't like sending personal or
          credit card information online felt more confident about doing this, the share of the
          internet population shopping online would be 7 percentage points higher than the current
          average of 66%, or 73%.
          If those who disagree that online shopping is convenient felt otherwise, the share of the
          internet population shopping online would be 3 percentage points higher than the current
          average (or 69% instead of 66%).
          If those who disagree that online shopping saves time believed that they could save time
          by e-shopping, the share of the online population shopping online would be 2
          percentage points higher than the current average (or 68% instead of 66%).

The estimates above are independent effects, showing the impact when the other factors noted
above, as well as other demographic and socio-economic impacts, are held constant. In fact,
demographic factors such as race or gender have no significant impact on predicting levels of
online shopping, and the impact of income is small; if low-income Americans suddenly had at
least average incomes the incidence of online shopping would be one percentage point higher.
* by John B. Horrigan, Associate Director, Pew Internet & American Life Project
February 13, 2008

Forrester When Research says it now sees 2009 U.S. IT spending down 3.1%, rather than
the 1.6% growth the firm had previously projected. Forrester notes that “the U.S. recession
keeps getting worse than we and many economists had expected.” While these numbers need
serious consideration, it is our belief that the macro-economic situation is at the beginning of the
bottom now. A new Gartner report says that business spending on software as a service
(SaaS) will rise 22% in 2009 to $9.6 billion.

Sharon Mertz, research director at Gartner, said, “The adoption of SaaS continues to grow and
evolve within the enterprise application markets as tighter capital budgets in the current
economic environment demand leaner alternatives … and interest for platform as a service and
cloud computing grows. Adoption of the on-demand deployment model has grown for nearly a
decade, but its popularity has increased significantly within the last five years. Initial concerns
about security response time and service availability have diminished for many organizations.
As SaaS business and computing models have matured, adoption has become more
widespread.” The chart shows expected money spent on SaaS in 08 and 09.




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                              written permission from SkyLine eCommerce Systems
However, AMR Research’s latest study on outsourcing adoption plans clearly indicates this tide
is about to change, with enterprises renewing their intentions to move into outsourcing
environments (see Figure 1).




Application development and maintenance, IT infrastructure, and transactional business
process outsourcing (BPO), all of which are high-growth areas with mature service provider
offerings available at low cost and often low upfront investment requirements, are poised to
resume a more aggressive adoption trajectory over the next year. We’re anticipating some
modest contract growth in 3Q09, with a notable spike in new contracts and existing contract
augmentation in 4Q09 and 1Q10. Unlike pre-recessionary days, the very nature of these
outsourcing engagements will be more global in nature and will not involve significant upfront
capital expenditure.

If there’s one thing this recession has taught us, it’s just how integrated global economies and
markets are. Businesses need to adapt to move in and out of diverse regional markets. They
must make rapid decisions to invest or divest global service and product lines in order to
prosper. * Source: AMR Research and Global media services, 209


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                      written permission from SkyLine eCommerce Systems
Management Team:

Chairman and CEO

President and COO:     Douglas T. Luke: Mr. Luke was Previously Chief Executive Officer and
                       Founder of SkyLine eCommerce Systems. He assumed the position of
                       President and Chief Operating Officer in January 2010. He has served
                       on the Board of Directors since the companies’ inception. Mr. Luke is
                       widely recognized as an innovator in technology and e-commerce in
                       particular. With over 17 years of experience in both the public and
                       private sectors he has held Leadership positions with several
                       companies and the U.S. Government working in the Department of
                       Defense. While at Interactive Telesis he contributed to the company
                       going from a quarterly EBITDA of (75K) to a quarterly EBITDA of 250K
                       through a strong vision for the services the company could offer and
                       countless hours of leadership executing on that vision. At RedCats
                       USA (A Division of PPR Group) he was one of the key personnel
                       responsible for a successful launch of the on-line e-commerce stores
                       for 6 brands in 9 different languages and 13 total e-commerce sites
                       across Europe and the United Kingdom. Prior to founding SkyLine e-
                       Commerce Systems he held leadership positions of varying
                       responsibility at Atrinsic Inc(a Search Engine Marketing firm), RedCats
                       USA (A division of PPR Group and a Multi-Billion Euro on-line retail
                       operation), I-Deal LLC (a Financial Services Application Service
                       Provider) and 1800Flowers.com(an on-line retail gifting company). He
                       was a C level executive at Worldxchange Inc (a level three inter-
                       exchange voice carrier), Interactive Telesis (an Application Service
                       Provider) and the principal of SkyLine Systems, an information
                       technology consulting firm. He has also held a management position
                       with Dataworks Corporation and was a consultant at Telos Information
                       Systems working on a major U.S. Army communications contract. He is
                       an active member of several industry, business and technical groups.
                       Mr. Luke served with the U.S. Army for seven years becoming a Non-
                       Commissioned Officer and was honorably discharged in 1992.



Vice President of      Open: Currently looking into potential candidates for the position.
Sales:




Chief Financial        Open: Currently looking into potential candidates for the position.
Officer:



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                     written permission from SkyLine eCommerce Systems
Chief Technology       Chris Koumas: As VP of Operations and CTO Chris is responsible for
Officer & VP of IT     day-to-day operation of the business and directs the company's eye
Operations:            toward innovation, usability, simplicity, security and responsibility. With
                       more then 15 years experience in technology across different
                       industries and a former president of a technology service organization,
                       Chris has led the build out of several successful solutions, processes
                       and teams. Chris has held positions of continuing responsibility
                       including VP of Goldman Sachs Data Center Implementation Service,
                       Global Head of Change Management for Citco Fund Services and
                       Global Head under Equity Linked Trading Release Management
                       for Merrill Lynch. Chris's ability to provide solutions on global projects,
                       with realistic estimates based on complexity, scope and overall
                       business capabilities is exceptional. He posses the skills needed for
                       our success. He worked very closely with several Sr.
                       management teams to ensure that requirements, specifications,
                       standardization and customer satisfaction was met in high paced critical
                       IT operation environments. Chris has also built out many IT service
                       management platforms and will be a key person in the decision /
                       direction process.

Vice President of      Open: Currently looking into potential candidates for the position.
Marketing:

Funding:

Amount Needed:         Looking for investment from investors with a goal of raising capital of $5
                       to $7 million to cover salary general and administrative costs, allow
                       founding team to come on full time and begin full time development and
                       marketing of the technology.

                       An additional $5 to $10 million of venture capital funding might be
                       sought over the next two years for development, marketing, sales and
                       personnel if needed.



                                              ****




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                     written permission from SkyLine eCommerce Systems

				
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