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					ACsports
     .com




            BUSINESS PLAN
            PLAY HARD... WIN BIG!




            1875 Century Park East, Ste. 1360, Century City, CA 90067
            Tel: (888) 900-0085 Fax: (310) 788-7865
            http://www.acsports.com info@acsports.com
                                                     Table of Contents

I. Executive Summary                                                                       2
           A. Mission Statement                                                            2
           B. Business Objectives                                                          2
II. Description of the Business                                                            3
           A. The Product                                                                  3
           B. The Service                                                                  3
III. Market Analysis                                                                       4
           A. Targeted Demographic                                                         4
           B. Competitive Advantage                                                        4
IV. Competitive Analysis                                                                   6
           A. Existing Competitors                                                         6
V. Strategic Plan                                                                          7
           A.   Market Strategy                                                            7
           B.   Strategic Alliances/Affiliations                                           7
           C.   Advertising Strategy                                                       8
           D.   Offline Advertising                                                        8
           D.   Online Advertising                                                         9
           E.   Unconventional Advertising                                                 10
           F.   Risk Assessment                                                            12
VI. Organizational Structure                                                               15
           A. Executive Staff                                                              15
           B. Advisory Board                                                               16
           C. Accounting Issues                                                            16
VII. Funding                                                                               17
           A.   Financial Request                                                          17
           B.   Cash Flow Projection                                                       18
           C.   People/Partners                                                            19
           D.   Control                                                                    19
           E.   Exit Strategy                                                              19
VII. Financial Statements Appendix                                                         20




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                1
                      Section I- Executive Summary




Mission Statement
ACsports.com will breed and nurture an online sports gaming culture by providing its members with
incomparable entertainment, using cutting-edge technology, and maintaining member interest by offering
specific content, products, and the opportunities to win prizes and money.

Business Objectives
ACsports.com will provide its members with an unprecedented and unparalleled opportunity to
earn money by playing PC-based sports games. By offering a variety of game titles, taken from an
extensive range of sporting activities, ACsports.com will attract a broad demographic of users, thus
generating more revenue than conventional gaming sites. ACsports.com is carving a unique niche in the
Internet sports’ industry, a burgeoning sector that Forrester Research predicts will be worth more than
$7 billion by 2004. A hybrid between gaming sites and sports sites, ACsports.com will capitalize on its
unrivaled position by capturing a market share comprised of both traditional Internet gamers and sports
enthusiasts.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                     2
                          Section II— Description of the Business

The Product
ACsports.com will supply its members with PC-based sporting games each month that the membership
is active. The majority of the games fit into the extreme sports realm. A select few, such as boxing and
wrestling, have been chosen because of the popularity of the sports. Each ACsports.com game is a full-
version CD, with state-of-the-art, 3-D graphic interface. All games have been customized with an
ACsports.com online interface, to keep track of scores and players.

New games will be issued on a monthly basis. The sheer volume of games purchased by
ACsports.com allows us to distribute them to our members as part of our discounted membership price
of $19.95, whereas the games retail, on average, between $40 and $60 per title. This heavily dis-
counted price creates value for our members.

The Service
ACsports.com is developing an unprecedented professional league structure, in which the top 500
players of each tournament will be drafted into ACsports.com’s pro-players league. Pro-players,
provided they fulfill the terms in their contracts, will be paid to play in the corresponding league
for the sports in which they have excelled.

Lastly, we will also provide our members with a wide range of editorial content that goes “beyond
the scoreboard” and ties our sports in with other events. We are actively pursuing negotiations
with high-profile companies, such as C-Net, The Wall Street Journal, and E*Trade for financial
content. To obtain sports-related content, we will work with BroadBand Sports, ESPN, Blue
Torch and Gotcha Sports. In the digital animation and film industry, we will develop relationships
with Atom Films, IceBox, and Shockwave. Partnerships with Atomic Pop and MP3.com will
provide music content.




                Breakdown of Potential ACsports Members in the United States

                                                      16-17
                                                                         30-34             40-44 (6714952)
                                          18-20
                                                                                           36-39 (11726868)

                                                                                           30-34 (15010898)
                                  21-24
                                                                                           25-29 (21313045)
                                                                                 25-29
                                                                                           21-24 (21862887)


                                        40-44                                              18-20 (19963117)

                                                                                           16-17 (17615786)
                                                              36-39
The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                              3
Section III- Market Analysis
Targeted Demographic
Based on our market research, ACsports.com will focus its main efforts on the 17 – 35 year old male
demographic. Because this segment is highly sought after by advertisers, we will be able to command
high ad rates. Our targeted demographic includes over 40 million U.S. households, which on average,
earns over $50,000 per year and spends $230 per year on game titles.

Competitive Advantage
With a targeted audience that is dynamic and on the forefront of technology, ACsports.com realizes the
importance of providing members with an exciting and innovative product. The thrill of cutting-edge
sports games will attract users; but the unique mix of features that ACsports.com plans to offer will keep
members and maximize consumer loyalty. Listed below are some of the features that will help make
ACsports.com memorable and competitive.

Professional Cyber Athletes – An avant-garde profession
ACsports.com is creating a new profession that will turn average people into “Professional Cyber
Athletes.” Just as recreational golfers welcome the opportunity to play competitively for cash and
prizes, our members will embrace the challenge of achieving professional status within the cyber-
athletic world.

Paid Players’ League – Spreading the money around
Instead of awarding a select few players with large cash prizes, ACsports.com will pay its top 500
players from each tournament. Our members will realize that the notion of getting paid to play is not
unreasonable and excitement and expectations will grow even larger as the financial rewards increase.

Prestige - Being Among the Best
We will recognize the efforts of our top members and we will post their accomplishments to
ensure that the rest of our membership is aware of the outstanding achievements. We will profile
players in unrivaled manners to help promote accomplishments. We also plan to create and
develop a “Cyber Athlete TV” web program that will provide online athlete interviews and quotes
from the celebrity players concerning gaming strategies and tips.

Designated Player Program – Sharing the excitement
At ACsports.com, you’re allowed to enlist your friends to help you win. Members can assign up to five
(5) designated players, who can play in the tournaments or leagues and submit game scores, on the
member’s behalf, for one season. This gives our members the opportunity to let their friends share in
the prize money without costing them anything.

Recruitment Program – Sharing the excitement
ACsports.com also provides an instant email notification button on the website that makes it easy for
members to ask their friends to become players. This program will allow ACsports.com to collect
demographic and psycho-graphic information from the email addresses that will help us better target
potential customers.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                        4
Cyber Sports Community – Giving members a sense of belonging
The entire site is geared toward the sports enthusiast. Thus, once members have finished playing online,
they can spend time in chat rooms, posting and responding to messages on message boards or spend
time in the ACsports.com mall. Knowing the behaviors of our targeted audience has enabled us to
design a model that will appeal to members and keep their interest. By ensuring that our members are
continually pleased with ACsports, our members will develop a keen sense of loyalty.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                       5
Section IV- Competitive Analysis

Existing Competitors
ACsports.com holds virtually every position in our unique niche because no other competitor oper-
ates within the tournament/prize business model. Because ACsports.com incorporates sports
games with the opportunity to earn money, the only sites that can be considered competition consists of
fantasy league sites, interactive gaming sites and non-prize awarding sports gaming sites.

ESPN Fantasy Games (http://games.espn.go.com)
ESPN, of Bristol, CT, offers a fantasy gaming league. Alexa.com reports that this site is among
the top 1,000 on the Internet and that the site’s speed and freshness are outstanding. With over
11,000 links in, it is clear that other sites are taking advantage of the opportunity to enhance their
content. However, fantasy games differ greatly from sports-gaming. In a fantasy league, the
player assumes the role of coach, drafting those players who are likely to perform the best. However,
sports gaming at ACsports.com empowers players to become the performer. ESPN currently offers
fantasy leagues in baseball, basketball, football, hockey and NASCAR. To our knowledge, extreme
sports are not, and will not, be incorporated into ESPN’s site.

Lycos’ Gamesville (http://www.gamesville.com)
Lycos’ Gamesville, of Watertown, MA, offers cash and prizes to gamers. In an Alexa.com report,
it is listed as being one of the most frequently visited (top 100) sites on the web. Like ESPN
Fantasy Games, Gamesville has over 11,000 links and its speed and freshness are among the best.
Gamesville, however, does not emphasize sports. The games offered on this site include bingo,
slots, dice, betting, etc. Gamesville’s popularity attests to ACsports.com’s belief that PC gamers
welcome the opportunity to win money.

Electronic Arts (http://www.ea.com)
Redwood City’s Electronic Arts offers a wide selection of games, including sports games, action,
driving, simulation and others, to the PC User. Some games are free to download, while others
must be purchased. Electronic Arts’ games are top-notch quality and the site is attractive.
Alexa.com reports that the traffic to this site is average (only top 10,000), but its speed and
freshness are superior. Unlike ACsports.com, Electronic Arts does not have a competitive
platform, nor does it offer cash or prizes to its highest achievers.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                         6
                                           Section IV- Strategic Plan

Market Strategy
ACsports.com’s marketing objective is to become the premier professional sports gaming site on the
Internet. We have developed a specific, detailed plan to effectively spread our advertising, promotion
and publicity costs in order to reach all of our target demographics. Our ultimate goal is to be recog-
nized and accepted by our primary consumers, 17 – 35 year old males. We want them to know
ACsports.com is the key provider of the hottest online tournament site in the gaming industry. In order
to achieve this goal, ACsports.com will implement a rapid penetration strategy. This approach will help
ACsports.com permeate the market quickly and capture the lion’s share of the online gaming industry.

The overall strategy will be to create a brand name for ACsports.com that is synonymous with the
career opportunity we provide as a “Cyber Athlete.” This new career opportunity is just the kind of
choice that appeals to our demographic audience. Also, by offering our target audience a new and
exciting career opportunity, we will help strengthen our appeal. Gamers will embrace their cyber athlete
status as ACsports.com promotes their exploits and accomplishments thus making them more likely to
bring in other potential competitors. In order to fulfill this ambitious plan, ACsports.com will form
several strategic alliances and affiliations and implement aggressive offline and online advertising cam-
paigns, utilizing both conventional and unconventional methods, to reach our target market.


Strategic Alliances/Affiliations
Technology
Oracle Corp.- ACsports.com will use Oracle’s database software to manage its directory of users.
                                We will also take advantage of Oracle’s financial tracking software to
                                ensure that our members promptly receive their prize money and
                                earnings. Additionally, ACsports.com is currently in talks with Oracle
            Mobile about a potential future alliance that will help us become even more appealing and
accessible to young, upscale and technologically savvy consumers.

                                                        Compaq- ACsports.com will employ the new Alpha Servers and
                                                        their accompanying 64-bit Alpha processors to store all content,
                                                        databases and information about users. These powerful machines
                                                        will be the backbone of the ACsports.com website and the
                                                        scalability of the machines will enable the company to grow without
                                                        difficulty.

Conexant- ACsports.com is negotiating with Conexant to gain greater exposure to American computer
                                       users. Under the terms of the proposed deal, ACsports.com will
                                       be able to place its link on a desktop toolbar in computers that
                                       carry Conexant manufactured PC chips.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                                         7
Entertainment
                Mandalay Sports- ACsports.com has initiated a proposal in which Mandalay will provide
                ACsports.com with placement on their 60 million hit-per-month home page. In addition,
                Mandalay will be able to provide ACsports.com with invaluable contacts in the entertain-
                ment industry, resulting in sponsorships and endorsements.

Internet Service/Content Providers
                                   Winfire- This Internet service provider boasts over 1.4 million computer members
                                   and is growing rapidly. In a recent agreement, they have decided to join our
                                   affiliate program and are discussing co-branding opportunities to distribute to their
                                   member base.

                  DataDate.com- Datadate.com is an online dating service that has signed up with
                  ACSports.com’s affiliate program. DataDate.com, with over 2.9 million website impres-
                  sions per month and nearly 25,000 new subscribers each week, provides ACsports.com
                  with an existing user base of over 400,000 members.

Advertising Strategy
Offline Advertising
Our offline advertising strategy is to develop a media mix that includes print, broadcast and direct mail.
Whenever possible, ACsports.com will co-op the cost of advertising with developers, licensors, spon-
sors or promotional partners. This arrangement will allow ACsports.com to maximize the impact of
large ads, while paying a fraction of the cost.

Magazines
It is a well-documented fact in the marketing industry that, in an offering to any male dominated market,
magazines are excellent media. ACsports.com will use magazines to promote upcoming games and
tournaments, as well as establish credibility with our consumers. Initially, ACsports.com will select men’s
lifestyle magazines, such as Playboy; Maxim; Vibe; and GQ, and computer gaming magazines such as
PC Gamer; Incite; and Expert Gamers, to establish brand equity.

Newspapers
Newspapers are a method of print advertising that ACsports.com will use to reach the male audience in
a regional setting. Because of high readership among men and the ease of deadline to supply material,
major city newspaper sports sections offer excellent opportunities to promote ACsports.com. When
one considers the number of special sports advertising sections a newspaper publishes each year, it is
evident that ACsports.com can choose sections that are tailored to our individual games and needs. As
in the situation of magazines, ACsports.com will utilize a co-op advertising program to save money on
advertising.

Direct Mail
ACsports.com will also employ the use of direct mail advertising to attract potential users. Obtaining
address databases from partners will enable us to limit the direct mail advertisements to computer users
and possibly confirmed online gamers.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                                      8
Radio
Radio advertising presents a great opportunity for ACsports.com to target the serious sports fan; this
becomes more dynamic when one considers sports talk shows. The sports talk show format is sweep-
ing the nation as one the fastest growing formats in radio. Because growing numbers of sports talk radio
listeners are involved in fantasy leagues, more and more stations are dedicating a portion of late night
air-time to fantasy league shows. ACsports.com will develop a media plan that will allow us to pick and
choose stations on a market-by-market basis to reach potential membership. In addition to advertising,
ACsports.com will develop on-air promotions to promote and give away memberships. In conclusion,
ACsports.com feels that radio is a preferred advertising medium because of the ability to reach a broad
range of people in different settings. Whether in the car during rush hour or while jogging in the park,
users will be exposed to ACSports.com in a variety of physical environments.

Television

Television will be used to saturate the market with a message on how we differentiate ourselves
from the other sports games sites. The best way to execute this is through infomercials.
Infomercials will allow us to explain, in exciting detail, why we have more features than other
gaming sites. The infomercial will also allow time to demonstrate our unique payout system. The
infomercial will display a toll-free 800 number, which viewers can call to inquire about and/or join
ACsports.com.

Cable

Because cable television is a target medium with programming variety and inexpensive advertising
rates, ACsports.com will use cable as the primary media vehicle with which to reach our target market.
With the ability to match up our targeted demographic with special programming demographics on the
likes of ESPN, Fox Sports, and MTV, we will be in the perfect position to implement our media plan
with pinpoint precision.


Online Advertising
The primary vehicle for online advertising at ACsports.com will be our designated player and affiliate
marketing programs. These vehicles are fully capable of driving membership sign-ups, without having to
rely completely on standard banners and rich media (streaming video) campaigns.

Primary Online Strategy
Affiliates Earn Lifetime Income For Each Referral
ACsports.com affiliates own their referrals for the life of the membership. Affiliates receive $4 for the
initial sign-up and $1 for each renewal. Affiliates also receive $0.50 for every sign-up and renewal that
is generated through links with ACsports.com. In addition to the recurring referral fees, affiliates receive
10% of all tournament and league earnings during the life of the referred membership and any earnings
generated from endorsements by our sponsors.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                          9
Affiliates Receive Free Advertising
We want to make sure our affiliates never lose their customers, so will give our affiliates complimentary
advertising space and a free link back to their website. This will help drive traffic and acquire new
customers. Every ACsports.com affiliate can also sell their merchandise in our Affiliates’ Catalog. We
offer an even playing field for all affiliates, big or small, to showcase products and/or promote their
brands.

Secondary Online Strategy
Standard and Rich Media Campaigns
We will seek to leverage our relationships with appropriate affiliate and strategic media affiliates
to:

1. Purchase standard advertising and remnant banner advertising, at greatly reduced
costs (typically at 50-70% of standard industry rates).

2. Whenever possible, trade services for reduced advertising buys through our affiliates that have
significant traffic that meets our target demographics.

3. Actively structure relationships with affiliate portal sites that can capitalize on
our online advertising strategy.

4. Use television infomercials and rich media streaming through affiliates’ sites.


Unconventional Advertising
Our target audience is young, hip, educated and constantly on the move. While traditional adver-
tising tactics are likely to obtain temporary attention, we will use unconventional advertising to
attract and maintain the target audiences’ interests. We must implement an advertising campaign
that will be intrusive enough to grab attention, so that we can quickly and effectively communi-
cate our messages. ACsports.com will deploy the use of unconventional advertising and a variety of
guerilla marketing tactics to achieve this goal. The following are a few of the approaches we will use:

Movie Theater Advertising
Before certain movies that our target demographic would be inclined to watch, a 30-second
commercial, highlighting ACsports, will be played.

Promotional Vans
To travel to campuses, schools, sporting events and the like. The van will allow a trial of the
games. When appropriate, we will also give away promotional copies of the disc.

Co-Branded Demo Disks
Computer magazine readers are extremely likely to own computers. We will advertise in com-
puter magazines to entice users to try the product. Once they try us, they will likely want to
become members and play on our site regularly.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                       10
Freecar.com Promotion
Freecar.com offers users free vehicles to people who are willing to drive in a car that is brimming with
advertising. We feel this is a great vehicle for getting the ACsports.com name in the minds of potential
customers.

PIP (Post It Promotions)
We will look to advertise in free magazines that have a post-it note, printed in a hand-written
script attached. This will carry a compelling message about ACsports (i.e. “Check out the great sports
games at ACsports.com!”).

Poster Giveaways
We will give away posters at trade shows, family expos and so forth.

Indoor Bulletin Boards
We will advertising inside health clubs & barber shops.

Strategic alignment with non-profit organizations
It is important that we carefully select our non-profit organization. By supporting a charitable
cause, we will show that we are pro-active community members, thus enhancing overall visibility
and credibility.

College Rep Program
Employ students, who will act on behalf of ACsports.com, to promote products and tournaments and
distribute and post flyers and posters on campuses. These students will be motivated by the commis-
sion-based sign-up strategy allowing them to earn money for referring others to ACsports.com

Captive Audience Rooms
We will post advertisements, using primarily visual images and minimal text, in the ad spaces in
college restrooms and other public areas with captive audiences.

Concert tickets
We plan to identify concerts that appeal to our targeted audience and advertise ACsports.com on the
back of the corresponding tickets.

SWAT (Street Wars Advertising Team)
SWAT is a guerilla marketing team that will execute mass promotion in areas that are densely
populated with our target demographic in order to distribute T-shirts, handbills, posters, etc.
Snapshot of a typical 16 to 44 year-old who plays games:


Age                                                                  26
Mean HHI (approx.)                                                   $45,000
Education (for 18+)                                                  In or has completed
Occupation                                                           Student or executive/white collar
Marital Status                                                       Single

The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                         11
 Risk Assessment
 Although there are many factors that will determine the overall success of the company, manage-
 ment feels very strongly that with proper planning and effective execution, most negative elements
 can be anticipated and counteracted before any financial damage would materialize.

 The following risk factors should be carefully considered before making any investment deci-
 sions:

 1. Dependency upon Key Personnel. The future success of the Company is, in part, dependent
 upon its ability to attract and maintain talented management and technical personnel. The loss of
 any of the members of the Company’s management team listed under caption “Management”
 could have a material, adverse effect on the business of the Company, at least in the short term. A
 portion of the proceeds of this offering will be to retain, hire, and employ these key personnel,
 additional management and technical personnel.

 2. Controlling Interest. Certain board members or members of the Company could own a sub-
 stantial amount of the Company’s common stock outstanding that could constitute a majority
 voting position that could potentially affect the outcome of any Company business that may be
 needed to be voted upon.

 3. Public Market for the Company’s Securities. There is no long-term established market for
 the Company’s Common Stock and there can be no assurance that any substantial public market
 will develop during or after this offering or, if developed that it will be sustained.

 4. Determination of Offering Price. The price at which the common stock is being offered has
 been arbitrarily determined by the Company and bears no relation to the book value, earnings,
 assets or any other recognized standard of value and should not be considered to be an indication
 of the actual value of the Company.

 5. Potential Dilution. Current shareholders of the Company purchased, acquired or may acquire
 common stock for terms, consideration and payment for common shares, that may be substantially
 different than the terms, consideration and price for the common shares offered by this private
 placement.

 6. Dividends. The company intends to pay dividends to its stock from its earnings, if any. Future
 common stock dividend policy will depend on the Company’s earnings, capital requirements,
 financial condition and other factors considered relevant by the Company’s Directors. There is no
 assurance there will be any earnings generated by the Company for dividend disbursements.

 7. Particular Industry Risks - The software and hardware program security and data security for
 the Internet industry in which the Company is engaged are emerging and evolving industries.
 These industries are characterized by rapid change, and there is risk that any given innovation and
 technology in the industries may be rendered obsolete or noncompetitive by future discoveries




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                12
and developments. The Company’s success in these industries will be, to some degree, dependent
upon its ability to maintain and exploit its expertise in state-of-the-art Internet technologies, and
its business would be adversely affected if it did not, or could not, maintain such expertise on a
current basis. Similarly, these emerging industries are subject to other particular risks, including
uncertainties concerning the protection of intellectual property and technologies, exposure to
product liability and other casualties and applications or future government regulations. The
Company could be adversely affected by these industry risks.

8. No Guarantee - There are no guarantees that any sufficient number of shares from any source
will be sold or the number of shares, if sold, will be sufficient to meet the Company’s financial
objectives. The Company may have no additional sources of capital committed or available. The
Company could fail for any number of reasons.

9. Projections may not Materialize - Projections were prepared by the Company and not by an
outside accountant or CPA, and should only be viewed as a guideline. The assumption made to
calculate profit projections might prove to be substantially in error, out-of-date, or unrealistic
during or after this offering. All statements and projections made or implied in whole or in part
relating to the shares stated within this document are illustrated in favor of the Company. No
guarantees are made or implied that shares, in whole or in part, will earn the money or have the
values illustrated.

10. Company’s Officers/Directors - Management or key personnel may make unwise business
decisions, which could adversely affect the business. The death, insanity, illness, or disability may
affect key people and adversely affect the business.

11. Filed or Pending Patent Applications - There is no assurance that said patent(s) will be
granted by the United States Patent Office or if granted, such patent(s) would hold up in court, or
if challenged, could result in product monopoly loss.

12. United States - The economy could experience a recession or depression, which could
adversely affect the Internet industry and this Company. Some branch or level of government may
stop the Company, cyber sports games or athletes from marketing, developing additional games,
playing or participating for monetary compensations or for any number of reasons.

13. The Company - ACsports.com could be unsuccessful in obtaining a required vendor, supplier,
sponsor(s) or licensing agreement(s) necessary to offer cash or game prizes to participants of the
Company’s competitive events.

14. Equipment or Technology - Materials acquired by the Company could become outdated or
obsolete for any number of reasons.

15. High-Risk Speculative Investment - Investments pose risks and no one should purchase
shares made by this offering or private placement agreement if the Buyer cannot afford the entire
loss of the investment.

16. Insufficient Revenues - Positive cash flow is needed to pay any return on these shares.

The information contained herein is confidential and is not to be copied or transmitted.

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17. Unknown Factors - The unforeseeable factors could have an effect on the overall success of
the Company. These include: labor disputes, fluctuating interest rates, distribution costs, promo-
tional costs, general economic conditions and acts of God.

18. Additional Risks - Businesses are often subject to risks not stated herein, foreseen or fully
appreciated by management. In reviewing the private placement agreements, buyers should keep
in mind other possible risks that could be a factor and should not invest if you cannot afford a
small, substantial or total loss of investment.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                14
                               Section VI- Organizational Structure

Executive Staff
Alex Thorn – Founder; Chairman of the Board; CEO
Alex Thorn is the visionary and driving force behind the ACsports.com venture. His primary focus has
been assembling a top-notch and professional management team with experience in marketing, web
development, e-commerce, entertainment, sports and broadcasting. In addition to engaging key deci-
sion-makers in equally engaging ventures, Thorn has worked throughout the domestic and international
financial markets for over fifteen years. His personal involvement has helped several companies and
company subsidiaries achieve public listings in various national and international exchanges, including
Fuji-Electrocell, Geo-Tech Capital Corporation, Edgemont Resources and National Petroleum.

Brian J. Jacobs – In-House Legal Counsel
Brain Jacobs is the in-house counsel for World Markets Group and its subsidiary companies. He brings
to World Markets Group a wealth of experience, having graduated summa cum laude from Harvard
College with an A.B. degree in Far Eastern Languages. Jacobs thereafter obtained his J.D. degree from
Harvard Law School and MBA from Harvard Graduate School of Business Administration. Mr.
Jacobs has held associate and principal positions with nationally renowned legal firms, and his areas of
specialization have included federal and state litigation, corporate law, and international litigation. He
has worked extensively in the entertainment industry, and has acted as counsel in numerous facets in
negotiating financing. In addition, his experiences include negotiating software development and mainte-
nance contracts for a major Garden Grove passive interconnect and electromechanical devices elec-
tronics’ distributor, and establishing a new Copyright Act of 1976 cause of action following a successful
appeal to the Ninth Circuit.

Frank Bigott – Director of Marketing
Frank has over 20 years experience in advertising sales and marketing of innovative software, computer
hardware, and consumer electronics, both domestically and abroad. He is the founding architect of the
ACsports.com tournament structure and its patent-pending Paid Players League. His previous entre-
preneurial accomplishments include starting the first video game league hosted in local arcades and
creating patent-pending proprietary advertising software, Puzzletime.com, which is valued at six million
dollars. Prior to joining ACsports, Frank was vice president of special projects with Susteen, Inc.,
where he was responsible for third party licensing, e-commerce website development, and proprietary
application and configuration development. He has extensive Internet sales management experience. A
native of New York, Frank was educated at New York University and Bernard Baruch University.

Jim Parks- Board Member; Chief Information Officer
Jim Parks is in charge of design, development and implementation of computer software programming
for ACsports.com. He has experience in directing research and development of proprietary software
for systems including hardware, applications management, operations management, vendors, contrac-
tors and IS personnel. He also has project management experience in rapid engineering & re-structur-
ing of computer environments, along with successful alignment of information systems strategies with
corporate missions.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                       15
Clinton A. Lien –Board Member; Vice President of Retail Sales
Mr. Lien joined ACsports’ predecessor in March of 1999 as an independent consultant in banking and
sales. Six months later, he agreed to join the Company as a board member and vice president of retail
sales. Prior to joining the Company, Mr. Lien owned and managed several successful firms, including
businesses in the entertainment and auto racing industries.

Barry Robinson – Director of Multimedia
Barry Robinson is a gifted graphic artist and designer who has created a number of dynamic and
exciting electronic designs. Prior to joining ACsports, he was head of design and repo graphics at
Greenaway Harris Financial Printers in London. Robinson has worked in several types of media
throughout Europe and North America. His formal education was achieved at the London College of
Printing.

Chelsea R. Jackman – Director of Communications:
Ms. Jackman is a communications specialist who has expertise in the areas of strategic planning,
integrated communications, and media relations. She brings to World Markets Group her experi-
ence as a senior account executive with international public relations firms. Prior to studying com-
munications at Athabasca University in Canada, she studied public relations and management at
Grant MacEwan in Edmonton, Alberta.

Advisory Board
The members of the ACsports.com advisory board will be chosen from a group of established industry
leaders who will be able to help the company become successful. ACsports.com is currently negotiat-
ing with a number of experts about their potential involvement in helping shape and direct our path.

Accounting Issues
ACsports.com is currently in final negotiations with an accounting firm. As the company grows, an in-
house accounting department will be created to monitor budgeting, expenditures and revenue. It is
important to take a proactive stance on accounting issues due to the limitless issues that will come into
play once the company goes public.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                        16
                                                 Section VII- Funding
Financial Request
ACsports.com is currently seeking a total of $30 million in funding to carry out its business objectives.
The funding will be implemented in phases in the following manner:
Round 1: $5 million
Round 2: $30 million
Round 3: IPO

ACSports.com will distribute these funds into various departments to fully develop the potential that our
business model possesses. This distribution of funds is described in the next section:




            Top five sports in which gamers like to participate:
                                      Basketball                              38%
                                      Football                                37%
                                      Baseball                                31%
                                      Golf                                    19%
                                      Soccer                                  14%
Cash Flow Projections
For Three Year Period Ending, December 31, 2003

                                             Year 1                Year 2                  Year 3
Cash Receipts




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                        17
User Fees                                      21,939,699                65,161,183         99,007,834
Advertising Fees                                2,673,488                 2,127,712          1,655,880
Advertising Fees                               16,556,173                47,033,636         71,464,302
Data Mining                                       459,894                 1,306,490          1,985,119
Shipping & Handling                               381,089                   303,292            236,036
Merchandising Commissions
Capital Contributions
Loans
Sub-total                                      42,010,343              115,932,313         174,349,171


Cash Disbursements
Referral fee                                     1,736,025                 4,687,132         8,241,190
Game License Fee                                   781,722                   622,138           484,175
Shipping costs                                     277,511                   220,859           171,882
Rent                                               180,000                   180,000           180,000
R&D                                                240,000                   240,000           240,000
Advertising                                      9,999,984                 9,999,984         9,999,984
Capital Expense                                  1,000,008                 1,000,008         1,000,008
Salaries                                         2,113,000                 2,218,650         2,329,582
G&A                                                840,207
Commission                                       1,922,966                 4,916,135         7,312,018
Media Kits                                       2,000,000                 2,000,000         2,000,000

Sub-total                                      21,091,423                26,084,906         31,958,841

Taxes                                            8,367,568               35,011,504         55,561,339

                                               12,551,352                54,835,903         86,828,992



People/Partners
ACSports.com is looking to secure relationships with investment bankers to explore funding
opportunites. The funding will be the first step in building a strong partnership with a company
whose input and guidance is essential to the growth of our business. The company will be ac-
tively involved in our company—helping with major decisions and having a major seat on our
Board of Directors. The individual(s) or group will also receive a significant portion, in terms of
percentage, of ACSports.com.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                         18
Control
Control of the company will be shared equally among the Board of Directors. They will make
both administrative and financial decisions. Pertinent employees will decide e-commerce and
content-related decisions, unless Board approval is necessary. We feel that this is imperative to
the success of ACSports.com in order to function effectively and help balance and established
repertoire between experienced management and its innovative staff.



Exit Strategy
It is essential to ensure market liquidity for the stock of ACSports.com and this is exactly what
our qualified financial staff will accomplish. The ability for our investors to be able to cash out at
their discretion is of utmost concern to us. Our practices will reflect this goal. ACSports.com has
two exit strategy options for our founding investors:

Going Public
By issuing stock in our company, the founding investors will have a percentage of the company
that they can physically sell to other investors. This option will most likely give the original
investor a maximum return on his or her investment. However, since there are limitations on the
manner in which shares may be sold, there are some constraints for utilizing this option if the
investor wants immediate cash. The company expects to issue stock in an Initial Public Offering
sometime between January 2001 and June 2001, by which time we will have established ourselves
in the marketplace as a leader in the online gaming realm. We are confident that our rising profits
from memberships, E-Commerce and advertising will greatly increase our reputation in the finan-
cial world and that this will be reflected in our stock price as our site develops.

Acquisition
If acquired by another company, the original investors will see a quick materialization of their
investment and do not have to go through the process of selling their stock, unless the acquiring
company exchanges its shares for ownership of ACsports.com.




The information contained herein is confidential and is not to be copied or transmitted.

                                                                                                    19
     The information contained herein is confidential and is not to be copied or transmitted.




                                                                                                           ACSports.com Forcasted Income Chart

                                                                                                $180,000,000
                                                                                                $160,000,000
                                                                                                $140,000,000
                                                                                                $120,000,000                                                Gross sales
                                                                                                $100,000,000                                                Gross Profit
                                                                                                                                                            Expenses
                                                                                                 $80,000,000                                                Operating Income
                                                                                                 $60,000,000                                                Tax Provision
                                                                                                 $40,000,000                                                Net Income

                                                                                                 $20,000,000

                                                                                                               YEAR 1       YEAR 2                 YEAR 3
                                                                                                                   For Three Years Ending August 31, 2003
20
CORPORATE PROFILE


THE COMPANY
ACsports is a high-energy team of technical, creative, and marketing professionals, delivering an
Internet sports venue (ACSports.com) that promises to thrill and exhilarate our members,
provide attractive opportunities to advertisers and business people, and generate profits for our
shareholders.

ACSports will be the most frequently visited website in the online cyber sports niche.
Accordingly, it is a desirable advertising venue because of the captive audience of cyber athletes,
online for hours at a time, participating in state-of-the-art tournaments and leagues.

Having some of the world’s leading technology developers on our side, we have the advantages
of sophisticated programming and servers that will deliver state-of-the-art virtual sports
experiences to our members world-wide.

The next few months are going to be non-stop excitement. Included in our agenda are strategic
alliances, exhilarating new site features, and the development of a discount sporting goods
cyber-store. All of this is in addition to the launch of our member newsletter, virtual games
being added monthly to our site, and some links that we have spent months searching out.


PRODUCTS AND SERVICES
ACsports is the premier club where cyber athletes enter “Play for Pay” tournaments, playing the
ultimate in virtual sports games, experiencing the same incredible thrills that are experienced in
the real-life sports. Members match their skills in online tournaments against other cyber
athletes worldwide, vying for their shares of the substantial cash prizes awarded daily.

Online players compete on level playing fields, which allow our players to really test their skills.
The massive number of winners, and the high odds for winning cash prizes, create unreal
excitement, leading players back to acsports.com, time and again.


COMPANY VISION
Having pioneered professional cyber athlete leagues, ACsports sets a new standard for online
gamers. We are proud to provide the games, unsurpassed in quality, technology, and variety,
delivered through the phattest pipelines around. ACsports will be the only destination for online
sports tournaments.
HOW IT WORKS

CUSTOM GAMES
Each ACsports game is a full version CD with state-of-the-art 3-D graphic interface. All games have been
customized to keep track of scores and players, and to allow us to deliver fast action games to players, no matter
how fast their modems are.

Every month, players receive a top of the line CD game that has been designed by top brand game developers. The
games, which retail between $40 and $60 and more in stores, are all players need to participate in our online
tournaments. We ensure that players have ample opportunity to practice the games before submitting scores. And, if
our players want to become paid professional cyber athletes, they need all the practice they can get.

TOURNAMENTS
Tournaments are open to all players. During the 28 days of a tournament, players submit scores as often as is
desired. Our software automatically updates positions on the leader boards using players' best scores. Ties are
broken by the date and time of completion, so the first score submitted, wins. The score is based on different skills
for each different game, some games, such as golf, will be based on the number of shots it takes to complete one 18
hole game, other games will be based on points or speed.

Players can practice on or offline, but must go to ACSports.com to play in the tournaments. To qualify for a
position in the paid players' league, players must place in the top 500 of a tournament.

LEAGUES
In addition to the prize money earned in each tournament, the top 500 players are automatically drafted into the paid
players league and will receive $500 each just for completing 25 regular season games (regular season lasts 25
days). The top 80 league players at the end of the regular season will enter the 1st round of playoffs (24 Hrs) and
receive another $500 each. The top 40 players move into the 2nd round of playoffs (24Hrs) and receive another
$1000 each. The top 20 players go to the final round (24Hrs) and receive another $2000 each, and the top 10
players receive another $3000, for a total of $7000 in earnings per season (28 days).

This is our professional league of cyber athletes who are paid just for playing! The league players are required to
play 25 games in a 25-day period to earn $500. The games can be played at any time during the 25 days. Any ties
will be broken by the date and time of completion of all 25 games. For example, in the golf tournament (18 holes
per game), a player whose 25 games are completed on the 15th day of the league would be ahead of another player
with the same score who completed 25 games on the 23rd day. During the tournament, members can play as often
as they like to keep improving their scores, but in the professional league every game counts. Professionals must be
responsible - one missed game forfeits the whole $500 in earnings, even if you played 24 out of 25 games.

DESIGNATED PLAYER (DP) LIST
At ACsports, friends can play help the member win. Members can assign up to (5) designated players, who can
play in the tournaments or leagues and submit games scores for one season. This gives our members the
opportunity to let their friends share in the prize money without costing them anything. ACsports provides an
instant email notification button on the website that makes it easy for members to ask their friends to become a
designated player. The designated player button helps our members to increase their chance of winning and also
offers their friends a chance to earn money playing games.

When a designated player wins, they receive 20% of the prize and the member receives 80%. Only one winning
score may be accepted per member, which includes all of the designated players on his or her list. If more than one
of a members designated players win, only the highest placed winner will be accepted.

PRIZE AWARDS
All tournament and league players receive payment at the end of the 28-day event in which they earned any money.
Every winner will receive their cash award in the form of an ACSports Visa Card, or if they already have an
ACSports VISA, the money will be added to their account. That's right! We issue ACsports VISA cards, loaded
with member winnings. There is no qualifying - if members win money - they get a card, it's that easy. The card
can be used like any credit card, but it is limited to the amount of the winnings, so it is NOT a credit card. As the
tournaments grow in size, the cash prizes will get even bigger. In addition, members receive reduced pricing on
exclusive product offers from our advertisers and sponsors.
HOW IT WORKS




                       TOURNAMENT REWARDS

                               1st Place   $25,000
                              2nd Place    $10,000
                              3rd Place    $5,000
                              4th Place    $2,500
                              5th Place    $1,500
                    6th thru 20th Place    $1000
                  21st thru 100th Place    $100
                 101st thru 300th Place    $50
                 301st thru 500th Place    $25




                            LEAGUE REWARDS
 STATUS:                         NUMBER OF PLAYERS   EARNINGS

 REGULAR SEASON (25 DAYS)                  500       $500 each
 REGULAR SEASON WINNERS                     80       $500 each




 PLAYOFFS:                       NUMBER OF PLAYERS   EARNINGS

 1ST ROUND - 1 GAME (24HRS)                40        $1000 each
 2ND ROUND - 1 GAME (24HRS)                20        $2000 each
 CHAMPIONSHIP - 1 GAME (24HRS)             10        $3000 each
THE BIG PICTURE


A WORLD CLASS CYBER SPORTS VENUE
To the online gamer, ACsports is the pinnacle of sports tournament destinations. Neither
recreational nor competitive sports have ever been this exciting, this true-to-life, or this precise.
What’s more, players experience the adrenaline rushes of winning cash, and earning a living as
paid professional cyber athletes.

To the business person, ACsports is opportunity, opportunity to earn unlimited income. We offer
the prospect of becoming a cyber Jerry McGuire, Leigh Steinberg or David Falk. Promoting
existing and upcoming cyber-athletes, our agents will be the first of a new, sexy and exciting
breed of career cyber sports agents.

We know the importance of being the leader in an industry, so we reach the largest audiences
with the best product possible. State-of-the-art graphics, cutting-edge technology, and a team of
pretty impressive people have made everyone want to be a part of ACsports.

We'll go so far as to say we have done an amazing job of ensuring that ACsports is appealing to
just about everyone.

ACsports — Now you know why it’s a league of its own!
THE BIG PICTURE


SO, WHAT MAKES THEM SO SPECIAL?
At ACsports, we’re pretty proud that we’re different. Different in the fact that we have the only
Sports Game Tournament Site that has a paid players league. In fact, once members have
qualified for our professional league, they earn a minimum of $500, just for playing. If the
player is really good (and we mean really good), the player will earn up to $7,000 for placing
first in the league. This is in addition to the money won during the tournament season. Kind of
makes you want to give up your day job, doesn’t it?

We also like to treat our friends right. We’ve revolutionized affiliate programs, by offering
two-way links to and from our partners’ websites. In addition we offer free ad space to all our
partners in our partners’ catalogue. We do this at no charge to the partner: no charges, no
commissions, no kickbacks, nada, because we believe in lasting relationships.

We also give our members the chance to share their ACsports experience with up to five of their
friends. Of course that is free too, which makes us even more special. So, for every
member we sign up, we make five new friends.

Now, do you see why we’re so special?
THE BIG PICTURE

BIRDS OF A FEATHER FLOCK TOGETHER
ACsports athletes are members of a pretty dynamic community; hip, web savvy, and upscale.
The following are some statistical highlights about web-users:
       • 65% fall into the 18-44 years age category
       • Roughly 60% of the users are male
       • 80% are either currently enrolled in college, or have college education
(results from survey.net)


Brad Richdale, author of Secrets to Making Money Now, estimates that 67% of Internet-users
earn at least $65K per year. He states, “The audience for Internet advertising is a young,
educated, and high-income earning group.” He goes on to state that our current generation is
computer literate with high expectations for computer technology.

Now, consider that there are 46 million people in the United States between the ages of 18 and
29, and they account for $125 billion per year in unrestricted spending.1 This segment alone
represents a fairly lucrative audience, don’t you agree?

And, speaking of unrestricted spending, survey.net states that 54% of web-users have never been
married, and 65% have no children. These figures attest to the potential for online purchasing in
this group. In fact, 59% of the respondents in one of survey. net’s recent surveys have already
made purchases online, 83% liked the idea of online shopping, and only1.3% were not satisfied
with their online shopping experience or product.

It’s nice to have affluent friends, isn’t it?




1
    Source — www.coastalmall.com - basic demographics of web-users
THE BIG PICTURE


BIRDS OF A FEATHER FLOCK TOGETHER

TOURNAMENTS
Every tournament is open to all players of all ages everyday. During the 28 days of a
tournament season, a player can submit a score as many times as is desired. Our software
automatically updates player positions on the leader boards using the player’s best score. Ties
are broken by the date and time of completion, so the first score submitted wins. Scores are
based on different skills for each different game. Some games, such as golf, will be based on the
number of shots it takes to complete one 18-hole game. Other games will be based on points,
speed or time.

Players can practice offline, but must sign on to ACsports.com to play in the tournaments. In
order to qualify for a paid position in the league, the player must rank in the top 500 players of
any tournament. There will be up to 40 tournaments and 40 leagues in 40 different sports games
operating at the same time, and players can play in them all, if they’re up to the challenge.


LEAGUES
In addition to the prize money won in each tournament, the top 500 players are automatically
drafted into the paid players league and will earn $500 each just for playing 25 regular season
games (regular season lasts 25 days). At the end of the regular season, the top 80 league players
will earn another $500 each and enter the 1st round of playoffs. The top 40 players earn $1000
each and move into the 2nd round of playoffs. The top 20 players earn $2000 each and go to the
final round, and the top 10 players each receive another $3000, for a total of $7000 in earnings
per season (28 days).
THE BIG PICTURE


REMEMBER, WHAT GOES AROUND COMES AROUND

DESIGNATED PLAYER (DP) LIST
At ACsports, friends can play to help the cyber athlete win. Members can assign up to (5)
designated players, who can play in the tournaments or leagues and submit games scores for one
season. This gives our members the opportunity to let their friends share in the prize money
without costing them anything. ACsports provides an instant email notification button on the
website that makes it easy for members to ask their friends to become a designated player.
When a designated player wins, the player receives 20% of the prize and the member receives
80%. Only one winning score may be accepted per member, which includes all of the
designated players on his or her list. If more than one of a member’s designated players win,
only the highest placed winner will be accepted. It is possible that during one season of the
tournament and league, all 5 designated players on the members list can win. DP1 wins in the
tournament, which automatically puts the member in the paid players league. DP2 gets them
into the first round of playoffs, DP3 gets them into the second round of playoffs, DP4 gets them
into the final round of the playoffs and DP5 wins them the championship round. The member
receives 80% of all the earnings without ever having won a game on their own! If a designated
player becomes a member, there are even more rewards for the original member.

CYBER SPORTS AGENT
When a member, partner or affiliate refers someone who joins ACsports, that person or entity
automatically qualifies as a cyber sports agent. An agent not only receives referral incentives,
but also receives 10% of their referral’s winnings! Just like talent agents in the real world, the
ACsports Cyber Sports Agent is rewarded whenever their referrals earn money. So, an agent for
a top player not only receives the 10% of the player’s earnings, but also 10% of any
endorsements the player might receive from one of our sponsors.
THE BIG PICTURE


BECAUSE EVERYONE WANTS A PIECE OF THE ACTION

EARN LIFETIME INCOME FOR EACH REFERRAL
Partners of ACsports own their referrals for the life of the membership. The first time a referral
signs up, the partner will receive $4. For each renewal, the partner receives $1. Partners also
receive $0.50 for every sign up and renewal from other websites that they refer to ACsports. In
addition to the recurring referral fees, partners receive 10% of all tournament and league
earnings during the life of the referred membership. Exactly as a professional talent agency, this
would include any earnings generated from endorsements by our sponsors.

RECEIVE FREE ADVERTISING
When we say at ACsports, “our partners never lose their customers,” we aren’t kidding. We
know how hard you work to bring visitors to your site, so ACsports gives you complimentary
advertising space, and a free link back to your website to help drive traffic and acquire new
customers. Every partner of ACsports can sell merchandise using their free ad space in the
Partners Catalog. We offer an even playing field for all partners, big or small, to showcase
products or promote their brand, at no charge. And ACsports does not ask for a percent of any
sale, it all yours to keep. Catalog placement is on a first come, first serve basis....so don’t wait!

ACCESS TO ACSPORTS SPENDING POOL
ACsports will distribute millions of dollars in cash rewards annually. With a reserved space in
our catalog and hundreds of thousand of winners each year, you’ll benefit from convenient
access to these winners, first. And at ACsports we make it easy for our winners to buy from you
because we disburse player earnings by issuing ACsports VISA debit cards, which players can
use online or off.
THE BIG PICTURE


LET’S LOOK AT BOTH SIDES OF THE COIN

ENHANCE YOUR WEBSITE
ACsports tournaments are unique in many ways: the number of winners, distribution of prizes,
professional paid player league, designated player program and talent agent income. Every 28
days, a minimum of 1360 players, and as many as 3000 players, will share $500,000 in
winnings. That’s an average 100 winners each day in one game alone! Plus, 500 top-notch
players from each tournament are guaranteed a spot in the paid professional league, where they
earn a minimum of $500, just for playing 25 games in 25 days...win or lose! Your visitors will
appreciate the challenge, competition and excitement of playing games to earn money. ACsports
also offers visitors the opportunity to let up to 5 friends play free as designated players, and win
their own cash prizes, which means you win too — 10%! The designated player
program also begins members on their way to earning their own referral fees.

Partners will also receive promotional memberships delivered through our banner links, which
includes an ACsports Golf game CD, one season membership and entry into one tournament, to
give away for the Season opener. It’s another way for us to say thanks to our partners.


CHECK YOUR EARNINGS AND TRAFFIC ONLINE
Anytime our partners want to monitor their earnings or traffic, they can access our easy online
reports. We provide an intuitive interface that shows total earnings and traffic by period or year,
with future online features that will include income earned from specific members.


JOIN FREE AND EARN IMMEDIATELY
Just read our agreement, sign up online and set up your link
EXCITEMENT & MONEY


                                  Life’s a game...
                                WANNA PLAY?
                                THE WORLD’S ONLY
                        PAID TO PLAY CYBER SPORTS LEAGUE

               We’ve taken ONLINE SPORTS GAMES to a higher level.

                           BECOME A PRO LEAGUE PLAYER


                               Get YOUR share of the


       MILLIONS OF DOLLARS
                             earned by our top players



  ACsports INTRODUCES A WHOLE NEW DIMENSION TO PROFESSIONAL SPORTS!

                              Obscene player incomes

                          A sexy new breed of cyber jocks

                              Top-caliber sports games

                Competitions with other world-class cyber athletes

                    Sweat in the hottest playing field around —
                             The one at your fingertips

           Experience the birth of professional sports in the digital realm

                  THINK YOU HAVE WHAT IT TAKES?