Business Plan

MediaShares.com, LLC1334 Westwood Blvd. Suite 6 Los Angeles, California 90049

For more information, please contact Gene MasseyPhone: (310) 476-3668 Fax: (310) 476-9520

E-mail: Gene@CinemaShares.com

Web site: www.CinemaShares.com

This is a Business Plan, not an offering to sell securities.

Confidential Copy Number _____________Table of Contents

Entertainment Finance – A Long Standing Problem 3The MediaShares.com Solution 3The MediaShares.com Patented Business Method 4MediaShares.com’s SEC Approved Method -Online Stock Sales 5MediaShares.com’s Unique Corporate Structure 7Revenues 7Corporate Structure- Multiple Revenue Streams 8Our First NASDAQ SMALL CAP Companies 9The Motion Picture Industry’s Greatest Problem 9Financing Movies 10Unique Benefits to Movie-Fan Shareholders 10Unique Benefits to Large Shareholders 11CinemaShares.com’s First Movie Licensee Companies 12Financing NASCAR Teams 14Racing Fan Shareholders 15Sponsor Shareholders 15RacingShares.com’s First Licensee Company 15Marketing the Shares in Licensee Companies 17RacingShares Sale of Large Blocks of Stock 19The MediaShares.com Databases 20MediaShares.com Projected Revenues (Assumptions) 21Summary Budget 25Capital Required and Use of Proceeds 26The Investment Transaction 27Investor’s Double Exits 27Time to Exit 27The Management Team 28Advisory Board 31

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Entertainment Finance:

A Complex and Long-Standing Problem

Most companies creating entertainment-related projects have an enormous need for investment capital.

A movie company needs many millions of dollars to finance its next production.

A NASCAR Team needs millions to finance its next season.

A rock band needs the money to finance its next album.

Whether the next video game or the next Broadway Show, an entertainment company needs a lot of capital to stay in business.

Unfortunately, most entertainment projects like these are known as very high-risk investments.

Financing a movie, a music album, a Broadway show, or a video game, more often than not, fails to return the money required to create it, let alone make a profit.

With such high risk, it is easy to understand why investments in these types of entertainment projects can be very difficult to obtain, and even when obtained, are frequently unprofitable.

Our Solution to This Significant Business Need

As a solution to this long-standing need, MediaShares.com has created a Business Method for making a profit from an entertainment-related project, whether or not it earns back the original investment required to create it.

We do this by completely eliminating the loan repayment from the typical financing model, and guaranteeing each investor in the project a product dividend worth the value of their investment.

We have been granted a United States Patent for our Business Method.

Our Patent is so unique that it took five years to push it through the U.S. Patent Office. It was finally allowed on appeal by the USPTO Appeals Board in June of 2004.

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The following Executive Summary describes our Patented Business Method, gives examples of how we will apply it to the different types of entertainment companies, and shows how we will profit from it.

The MediaShares.com Patented Business Method

MediaShares.com is a United States-based parent holding company with a Recently-Patented Business Method for financing entertainment properties on the Internet. We are essentially a Patent Licensing Company, but we will also help create, and promote through our Web site and Web Partners, a separate publicly traded NASDAQ SMALL CAP Company for each entertainment property we help finance.

The key element of our patent is financing an entertainment company by selling single shares of stock through a Web site and offering potential shareholders a stock dividend worth the value of their investment as an incentive, prior to their stock purchase. Usually this dividend will take the form of a DVD copy of a movie, a CD, a video game, or other distributed media associated with the company being financed. Essentially we will therefore be taking orders for products in advance of their creation. By law, anyone selling a commodity before it is manufactured would therefore be selling a security, subject to registration with the appropriate governmental regulatory agencies. It is therefore essential that our Business Method include the sale of a fully registered share of stock with the offer of the product as a dividend.

After recent precedent-setting changes in SEC regulations governing the sale of securities online, our Patented Business Method covering the sale of single shares of stock is now possible because:

1. A 1995-SEC rule allows for the delivery of disclosure documents through e-mail.2. A 1996-Federal Reserve Board rule allows for the online purchase of stock with a

credit card. 3. The Electronic Signatures Act (June 30, 2000) allows for conducting online

securities transactions without paper confirmation through the mail.4. It is now possible to manage a large number of shareholders in a database.5. The Internet now allows for cost-effective dissemination of information to a large

specific audience (such as movie fans or NASCAR fans).

Our Patented Business Method was initially developed to finance movies through our first Licensee Company, CinemaShares.com. However, we are now filing Continuations to our Patent that we expect to affect the financing of many other types of entertainment properties such as NASCAR Racing teams (RacingShares.com), upcoming “American Idol” type celebrities (CelebShares.com), upcoming Broadway Shows (BroadwayShares.com), thoroughbred race horses (DerbyShares.com), music production (MusicShares.com), and many other companies that will create an end product, usually some form of distributed media that can be offered to potential shareholders as a stock dividend.

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MediaShares.com’s SEC Approved Method of Online Stock Sales

Reviewed and commented on by Kevin O’Neill at the SEC in July of 2007:

MediaShares, LLC. Tm is a Nevada limited liability company (the “Company”) which plans to finance subsidiary companies using a unique and U.S. Patented business method. The Company proposes to sell a single share of Preferred stock at $20 per share and four shares of Common stock at $5 per share in each publicly traded company which will own the subject entertainment property. In addition, the Company may sell either privately or as a part of a public offering, a special class of Preferred stock to potential corporate sponsors.

The Company plans to focus on movies, NASCAR teams, video games, CD albums, or any other kind of entertainment property which has an existing or potential Internet-active fan base and distributed media as the end product (the “Project). The purchase of a single share of Preferred stock will provide the security holder with a guaranteed stock dividend, which will be distributed at least as a non-cash product consisting of a DVD of the Project. The Company plans to create a DVD product which it believes will be worth more than the value of their single $20 Preferred stock purchase.

The Company proposes to register all the securities to be sold to the public under cover of Form S-1 and to then market the securities through the Internet. All sales and communications will be conducted online. Investors will be able to purchase the securities on the Company’s web site with a credit card. Cash purchases will also be permitted. The Company plans to qualify its securities as “covered” for the purposes of state and federal securities laws and to implement appropriate restrictions with respect to the solicitation process.

The Company believes that, in addition to raising capital, a principal benefit to companies using this patented business method will be the creation of online communities of Preferred shareowners who focus around the individual Projects. Classes of Securities to be Sold

There will be three different types of securities in each offering, and they differ primarily in the type of potential stock dividend to be provided:

Preferred stock. The Preferred stock is primarily intended for individual investor affinity group members. Preferred shareowners would receive a basket of goods and services, as well as a product-based dividend, and a potential cash dividend upon liquidation. A Preferred shareowner will typically receive the following:

a) An email link through which a shareholder will receive free streaming video clips about the progress of the Project;

b) A free DVD as a stock dividend (for each Preferred share owned);

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c) Discounts on project-related merchandise on line and at retail;d) Voting on the Project’s Web site for certain selected items regarding the Project,

such as alternative endings to a movie;e) Bar-coded e-mailed coupons from Preferred S partners for Project related

merchandise;f) Entry into Project-related contests;g) Potential of cash dividends based on the shareholder's equity position and the

Project's revenues; andh) Entrance into special contests for a chance to appear in the Project, a chance to

attend the Project's premiere or main event, and a chance to have dinner with Project personalities.

Preferred S stock. The Preferred S stock is primarily intended for corporate sponsors and includes a dividend of advertising benefits. Preferred S shareowners will receive sponsorship rights (such as product placement in a movie or logo placement on a race car) based on investment levels.

Common stock. The Common stock is intended primarily for traditional investors in initial public offerings. Common shareowners will receive a traditional per-share cash dividend if and when paid.

Once each Project has been completed, at a pre-disclosed date, the proceeds associated with the completion will be distributed pro rata to all shareowners as a one-time special liquidating dividend distribution.

DRS Supplier - Shareholder Services

The Company plans to contract with a third party DRS supplier (Computershare) who will have an affiliation with a broker dealer. This third party will provide a range of support services to the Company’s shareholders. These services will consist of the creation and maintenance of all shareholder accounts. The third party will also process all shareholder purchases and dividends, including the final liquidating dividend distributions.

In addition, the Company’s website will refer interested parties to the third party’s website where the third party’s registered broker dealer will electronically provide the interested party with a copy of the prospectus and enrollment material.

The third party suppliers will maintain shareowner records on its broker record keeping system, including electronic brokerage customer qualification data such as investment suitability profiling and income qualification. The Company will have complete and timely access to broker customer data, including name, physical address, e-mail address and share position.

Shareholder records will include all pertinent registration, DRS book-entry, non-DRS book-entry, certificate and historical information for each shareholder account. Once the third party supplier has established the shareholder account information, the investment will be offered. The third party supplier will offer several alternative means to make the subscription or initial investment. Investment methods shall include the use of ACH debit,

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Pay Pal, Debit Card, Credit card, check, wire or cash account the broker may maintain for its customers.

MediaShares.com’s Unique Corporate Structure

Each entertainment property that is financed utilizing our Business Method will be owned by a separate, publicly traded MediaShares.com Licensee Company, and each Licensee Company will own all rights to its entertainment property or license those rights from the copyright owner.

An entity utilizing our Business Method will exchange its Intellectual Property for approximately half the stock in a new publicly traded company and each new publicly traded company will fully finance their complete entertainment project by selling off about half of its stock to the public through the company’s IPO.

A typical stock breakdown in one of our Licensee Companies is shown in the following graphic:

MediaShares.com Revenues

A utility stock or a REIT is often purchased solely for the cash dividends it pays to shareholders. Similarly, shareholders in a MediaShares.com Licensee Company will receive cash dividends as well as their product dividend. Management expects the distribution of a Licensee Company's product to generate considerable earnings, and without the usual loan repayment for production costs, these cash dividends can be expeditiously paid out to shareholders.

The stock in a MediaShares.com Licensee Company is designed to be a Short Term Electronic Security – a STES. The stock is purchased primarily online, is in book entry only, and it is designed to be re-purchased after a specified period of time. After a period of 12-18 months, a company’s earnings and all its anticipated future revenues would be securitized and paid out in one lump sum cash dividend to the Shareholders. The purchase of

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all outstanding shares by MediaShares.com or by a company that may want to acquire the Licensee Company's assets would be a readily acceptable scenario. (See appendix for full financial projections)

Corporate Structure – Multiple Revenue Streams

As the Patent Holding Parent Company, MediaShares.com will receive our revenues from our Licensee Companies, each of which will pay us a Licensing Fee out of the proceeds of their public offerings. Each publicly traded company that Licenses our Business Method will pay out to their shareholders all of their profits as cash dividends, and as an additional part of our Licensing Fee, MediaShares.com will retain shares of such cash-dividend paying stock in each of our Licensee Companies.

Each Licensee Company will generate a revenue stream flowing into MediaShares.com, and because an Initial Public Offering finances each new company, an infinite number of Licensee Companies can be created without dilution to the Parent Company.

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Our First NASDAQ Small Cap Licensee Companies:

The Motion Picture Industry’s Greatest Problem

Since its birth in the early 1900's, the motion picture industry has financed the production and distribution of feature length films by loans from banks or movie studios that provided the necessary "front money" to create them. These investments have generally required repayment from revenues received from selling the film in various markets before any profits could be realized. Over the years, certain films financed in this manner have generated extraordinary profits. Even a film as expensive as "Titanic," with a cost of almost $200 million dollars to produce, generated nearly ten times its production cost in revenues for Twentieth Century Fox and Paramount, the two movie studios that shared production expenses. Numerous examples can be given of other highly successful films such as Spiderman, Harry Potter, Lord of the Rings, Star Wars, E.T., Jurassic Park, The Lion King, Men In Black, Forest Gump, and Home Alone, that have generated enormous revenues, fully repaid the large loans necessary to make them, and even to this day produce revenues for the studios that financed them.

And yet, every year a majority of films financed in this manner do not make back their costs. According to a recent media and entertainment study published by (the late) Arthur Andersen; more than 50% of the films made in the last three years have not been profitable. The study also reported that in a recent one-year period, despite significant increases in revenues, operating income for the 35 largest media and entertainment companies actually decreased by 8%. The Arthur Andersen report concludes with the statement: "In this environment, there has never been a greater need for content companies to have access to significant long-term and reasonably priced capital."

The movie studios have long depended on the revenues from the highly successful films to make up for their commercial failures. However, the high cost of producing and distributing feature-length movies continues to escalate each year, with a commensurate increase in risk for all movie investors. This great financial risk from the significant percentage of box office failures is due to the inability of movie producers to accurately predict, prior to advancing funds to produce a film, the number of tickets that will eventually be sold. Since presently known methods of surveying the audience cannot determine the number of tickets that will be eventually purchased for a proposed movie, a method is needed for consistently assuring the financial success of a movie, prior to advancing the funds needed for production and distribution.

The CinemaShares.com Patented Business Method was developed as a solution to this long-standing and complex problem.

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Financing Movies

Among the first companies to utilize MediaShares.com’s Patented Business Method will be the CinemaShares.com Corporation, Inc. a Nevada Corporation that owns a Web site: CinemaShares.com, and through this company we will apply our unique new Business Method to studio-quality motion pictures proposed for financing on this Web site. Through the online sale of fully registered, OTBB shares of stock, the key element of our plan is selling single shares of stock to movie fans on the Internet, and offering potential shareholders a stock dividend (usually a free DVD) worth the value of their investment as an incentive, prior to their stock purchase.

However, MediaShares.com’s business method does not limit CinemaShares.com to selling stock to just movie fans. We also anticipate pre-selling large blocks of stock in each CinemaShares.com-financed company owning a movie to major film studios, video retailers and distributors, who will invest in a movie company knowing that each share they purchase will provide a free DVD dividend.

Unique Benefits to Movie Fan Shareholders

In our most typical movie-financing scenario, companies licensing our Business Method will sell $20 shares of stock in a proposed movie, described on our Internet Web site, to movie fans, with an offer of a free DVD as a stock dividend for each share purchased.

Movie fans that purchase shares will also get the benefit of observing “their” movie through streaming video from the set, and participating in other online activities such as contests and voting for selected items during production. Imagine a typical movie fan being able to buy as little as one share of stock (NASDAQ SMALL CAP, fully registered) in a studio-quality movie with major stars for only $20. Shareholders will receive, in addition to the opportunity to own a piece of a major studio quality movie, such benefits as:

1. A guaranteed dividend of a free DVD copy of the movie when it is completed. 2. Being able to watch parts of the movie being filmed through streaming video. 3. Having input into the making of the movie by voting on the movie’s Web site for

certain selected items. 4. Receiving a cash dividend as their portion of the movie’s profits.5. Being entered into contests for a chance to appear in the movie, a chance to attend

the Movie's premiere, and a chance to have dinner with the Director and Stars of the movie.

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These benefits provided to a shareholder are similar to those in a subscription model, but having the additional appeal of pride of ownership in the movie, and allowing movie fans, in a limited way, to feel a part of the filmmaking process.

There is tremendous evidence to support our claim that movie fans love to observe, and participate in, the making of movies as both Miramax and HBO state in a Los Angeles Times article on Project Greenlight. HBO original Programming Chief Chris Albrecht says, “The Project Greenlight series has exceeded our expectations in every way. I've got friends who have nothing to do with show business that are totally caught up in it." Imagine Project Greenlight viewers being given the opportunity to actually own a share of stock in the movie they were watching being filmed.

Unique Benefits to Large Shareholders

In addition to the single shares of stock sold online to movie fans (through strategic partnership agreements with online Broker/Dealers and movie-fan and movie-related Internet Web sites), management also expects to market our shares through direct sales of large blocks of shares to video retailers such as Wal-Mart, Blockbuster, and Netflix, etc., as well as foreign video distributors, all of whom get the option of a free DVD/video-per-share guarantee.

Most movies today are financed by pre-selling all rights to a film in territories around the world as collateral for a bank loan. This loan must be fully re-paid before any profits can be realized. Utilization of the CinemaShares Patented Business Method will effectively provide for a specified number of video copies to be pre-sold world wide to finance production. Our business method thereby completely eliminates the typical bank loan, allowing all of the film’s earnings to be expeditiously paid out as cash dividends. Therefore, in addition to the free video copies that retailers and distributors will receive as “dividends” for their investment in the film, they will also receive their share of the film’s actual profits, with no deduction for repayment of a bank loan.

Another extremely important advantage to the typical studio investor in one of our movies concerns the studio balance sheet. Instead of the usual loan shown on their books to finance a film production, they would be able to show an investment in a CinemaShares movie as an asset, because they would be actually purchasing shares of publicly traded stock, having a tradable value and legally listed as an asset on their books.

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CinemaShares.com’s First Movie Licensee Companies

Any company financing a movie using our Patented Business Method will become a CinemaShares.com Licensee. In addition to using our Business Method they would also have access to our Web sites, databases, and Web partners to market their shares to movie fans.

“David Livingstone –The Truth Behind the Legend” – CinemaShares.com is purchasing the film rights to this award-winning book by Rob Mackenzie. CinemaShares will license our patented business method to The Livingstone Film Company, Inc., (TLFC) a Nevada Corporation that owns all rights to this production. TLFC will create a wonderful film about this greatest Christian missionary and film on location in Zambia. Christian Films are presently in great demand worldwide and management expects a great interest from the Christian Community in buying shares in this film.

The film will be marketed to the Christian Community by Paul Lauer’s company, Motive Entertainment. As the company in charge of marketing Mel Gibson’s “The Passion of the Christ,” Motive Entertainment designed and executed one of the most successful marketing campaigns in Hollywood history. Earning $125 million in its first five days (the highest box office gross ever for a five-day period starting on a Wednesday), with a relatively small marketing budget, The Passion shattered all expectations, and earned over $600 million worldwide at the box office.

Motive’s strategy for The Passion was based on a unique system of highly effective marketing “formulas” that connect with consumers at a deeper, cause-based level, an approach which the company calls "motive marketing". Their expertise in connecting with the Christian Community will prove invaluable in ensuring the success of our first Licensee Company.

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CinemaShares.com also owns all rights to a film designed for kids and families that is based on an award-winning screenplay:

“Fungi – A Comedy about Pollution” – CinemaShares.com now owns all rights to this PG-rated movie for kids and families. The screenplay for “FUNGI” has won awards in four screenplay competitions, including the Film Advisory Board’s “Award of Excellence.” CinemaShares.com will exchange all rights to this material for stock in the Licensee Company producing this film (proposed ticker symbol – FUNY).

Web site: http://www.Fungi-the-Movie.com/

Storyboard scenes from “FUNGI”

We are ready to proceed with the public offering for the Licensee Company owning this film as soon as MediaShares.com, CinemaShares.com’s parent company, is fully funded.

“FUNGI” Revenues:

CinemaShares.com will receive revenues from this enterprise in the following ways:

1. A Licensing Fee of $500,000 paid out of the offering proceeds.2. Fees for Internet-related services throughout the production such as Web site

design and hosting, bandwidth fees for delivery of streaming video throughout the production, and behind-the-scenes filming.

3. A portion of the proceeds from merchandise sales - online and at retail.4. Cash dividends paid from cash-dividend-paying stock in this Licensee Company.

Films for kids and families have proven to be the most profitable genre of all the types of movies produced in Hollywood in the last twenty years. Management believes this film will be another tremendously successful original project, producing substantial revenues for CinemaShares.com and its parent company, MediaShares.com, LLC.

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Financing NASCAR Teams

NASCAR and Formula One Teams are typically financed through sponsorship from major corporate advertisers. The sponsors usually pay for placement of their logos on the cars and write off the sponsorships as an advertising expenditure. RacingShares.com, a division of MediaShares.com, will supplement and/or replace this form of funding with public offerings on the Internet from companies who will License our Patented Business Method.

RacingShares.com will license our patented technology to NASCAR racing teams and sponsors allowing our Licensee Companies to finance new or existing race teams. Applying our Business Method to NASCAR Teams will create a unique subscription/investment/ product/dividend hybrid that provides a mechanism for financing these teams through the online sale of fully registered OTBB shares of stock to racing fans and sponsors. A key element of the plan is offering to potential shareholders a stock dividend worth the value of their investment as an incentive, prior to their stock purchase. Suggested dividends offered might include:

A special, limited-edition DVD of their Team’s racing highlights and behind-the-scenes events throughout the season

An item of sponsored merchandise such as a hat or T-shirt with the Team’s Insignia Exclusive streaming video content from the team’s Web site throughout the season Entry into contests for a chance to win such benefits as a full-access race pass, a

chance to attend team functions, and/or a chance to have dinner with a driver or a race promoter

Discounts on Web site purchases of team memorabilia A share of the team’s earnings for the season paid out as cash dividends

We anticipate two primary markets for the sale of stock in a RacingShares.com Licensee Company:

1. Individual Nascar and Formula One Racing Fans2. Corporate team Sponsors and Advertisers

Individual Racing Fans would be able to purchase, through our online Broker/Dealer, as little as one $20 share of stock, while Corporate Team Sponsors could purchase large blocks of shares in lieu of their typical advertising sponsorship commitments. Racing fans would welcome the valuable Team-related item they receive as a dividend, and the bulk dividends received by Sponsors could be easily integrated into promotional campaigns.

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Racing Fan Shareholders

The benefits provided to a racing fan shareholder are similar to those in a subscription model, but having the additional appeal of pride of ownership in the racing team or entity, and allowing fans, in a limited way, to participate in the racing season on the Internet. "Season-long" investor is the beauty of this project. At the end of the season, racing fans would also receive their promised DVD of the season’s highlights as a stock dividend (or merchandise dividend), which is singularly worth the value of their investment. This DVD dividend will be a numbered collectible that will drive investor fans back, season-after-season.

Sponsor Shareholders

The benefits provided to a sponsor shareholder are significant, as advertiser-sponsors would be able to replace their typical advertising expenditure for team sponsorship with the purchase of publicly trading stock, thereby creating a legitimate balance-sheet asset for the sponsoring company.

An additional important benefit to all shareholders in a RacingShares.com Licensee Company is that investors will receive a share of their team’s earnings. Similar to a REIT, a real estate investment trust, all earnings from the Licensee Company are paid out to shareholders as cash dividends. A key element of our unique business method is a buy-back from shareholders of their shares after the end of the racing season, and this is why we call the stock in a RacingShares.com Licensee Company a Short Term Electronic Security - a STES.

There is a tremendous need for what we offer, as the competition for sponsor’s dollars escalates. Through our Web sites, and our partner’s sites, RacingShares.com offers a unique, alternative to reaching an untapped pool of investors, the rabid NASCAR fan base. We shall work to convert these fans from mere observers to season-long investors.

RacingShares.com’s First NASCAR Licensee Company

Any company financing a NASCAR Race Team using our Patented Business Method will become a RacingShares.com Licensee. In addition to using our Business Method they would also have access to our Web sites, databases, and Web partners to market their shares to NASCAR fans.

We have a signed Letter of Intent to finance RacingShares.com’s First Licensee Company, Gene Woods Racing who will use our business method to fund their next racing season in

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the NASCAR “Busch” Series through a $25 million dollar public offering. As an example, MediaShares.com will receive a License Fee from the proceeds of this offering and will also own cash dividend-paying shares in this OTBB Company. See the RacingShares.com Web site or check out our first team at http://www.genewoods.com/

Gene Woods prepares for a race at Phoenix, Arizona in the Winston West Series. Due to a lack of funds, his engine blew in this race, but he still managed to finish 10th in points for the series.

Gene receives a winner’s check at Phoenix International.

All revenues earned by Gene Woods and his NASCAR Team would be paid into the publicly trading company, including Team winnings and money received from Sponsors for endorsements.

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Marketing the Shares in Licensee Companies

Obviously, the primary marketing challenge for each MediaShares.com License Company is to sell enough stock in an offering to be fully subscribed by driving enough traffic to our Web site. This is the key to the success of our entire enterprise. The question is: How will we sell a million or more shares in each public offering?

The answer may be found in examining the history of subscriptions sold online. The Internet is rapidly moving toward an online subscription model, and in essence, we have an online subscription/product/investment hybrid. Some examples of successful Internet subscriptions are: 1) the Sony Game site has over 2,000,000 subscribers who pay $9.95 per month for access, 2) Real.com has over 1,400,000 subscribers who pay $9.95 or more per month for RealPlayer Plus to download music, 3) Consumer Reports has almost 1,000,000 subscribers who pay $20 dollars per year for access, and 3) NetFlix.com, the world's largest DVD rental company, has over 4 million subscribers paying up to $18 a month to rent as many DVD’s as they want, with no late fees. (It is adding about 15,000 new subscribers every month, according to the company.)

There is tremendous evidence to support our claim that movie fans love to observe, and participate in, the making of movies as both Miramax and HBO state in a recent Los Angeles Times article on “Project Greenlight,” an HBO series on the making of a movie. HBO original Programming Chief Chris Albrecht says, “The Project Greenlight series has exceeded our expectations in every way. I've got friends who have nothing to do with show business that are totally caught up in it." Imagine these same movie fans’ excitement if they actually owned an interest in the movie they were watching being filmed.

Our marketing plan involves making potential Shareholders aware of our offerings without an expensive ad campaign. We have researched our cost per acquisition (CPA) and estimated a maximum cost of $2 dollars for every share of stock marketed online and offline. Management expects to accomplish this in several ways:

Our concept is highly newsworthy and we expect tremendous free publicity through the news media. We expect coverage from such major publications as the Wall Street Journal, the Hollywood Reporter, Wired, USA Today, and from financial news broadcasts such as CNN.

CinemaShares will partner with a reputable online Broker/Dealer to facilitate the sale of stock in each of our Licensee Companies. We expect online brokerages to find our database of as many as one million shareholders per film offering to be extremely appealing.

We expect to develop key strategic partnerships with movie-related and movie-fan Web sites to drive traffic to the CinemaShares site. Links and click-through banners will be purchased, bartered and/or exchanged with such Web sites such as AOL MovieFone, HSX.com, Ifilm.com, Atomfilms.com, Yahoo Movies, and Hollywood.com.

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We expect to establish relationships with companies specializing in the online sale and rental of movie copies such as Blockbuster, Reel.com, Amazon, Netflix, Yahoo, and America Online.

The success of e-mail marketing cannot be ignored. According to Christopher Todd, an analyst at Jupiter Media Metrix, marketers will spent $1 billion in 2001 for e-mail marketing and will spend $5.3 billion in 2005. Our Licensee Companies will promote the sale of their stock through custom-designed, flash-enhanced, and/or streaming video-enabled e-mail marketing campaigns. We will be sending out free flash and streaming video enhanced e-mails that encourage people to click through to our site and make a share purchase.

We are also developing innovative viral marketing programs that encourage anyone receiving an e-mail from us to forward it to others. Remember the “Boom-Shak-A-Laka” Baby? We would develop our e-mail campaigns with an eye for movie fans that love to forward them to their friends.

Like most Internet Web sites, MediaShares.com has incentive programs to develop our own internal email list. We currently have contests for visitors who register on our site to receive a free DVD copy of our movie and will continue to expand on this feature.

Another new method of marketing we intend to use is the distribution of pre-recorded CD's. Custom-designed CD's are being distributed to the public now containing preview trailers of upcoming movies with a link to the movie’s Web site. These CD's cost about 70 cents each, so a million could be distributed for about $700,000 dollars, to help seed our prospective market.

Word of mouth would also be a key factor in our marketing campaign. We expect movie fans to spread the word about our film offerings to their friends.

Movie fans are driven to the CinemaShares.com site through our movie-fan Web site partners. They see a storyboard synopsis of a proposed movie on the CinemaShares.com

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site, and if interested, click through to our online Broker/Dealer partner displaying our prospectus.

RacingShares.com’s Sale of Large Blocks of Stock

In addition to the single shares marketed and sold to individuals through our Web sites, we also expect to sell large blocks of the stock offered in each MediaShares.com Licensee Company to certain Strategic Investor Partners who would benefit from owning free video copies. We will be working to develop strategic alliances with national video retail chains like Blockbuster and Hollywood Video, as well as other nationwide retail stores such as Wal-Mart, K-Mart, Target, and Best Buy.

For example, Blockbuster is currently self-financing their own movies for direct distribution to their retail stores. When Blockbuster buys stock offered in a MediaShares.com Licensee Company as an investment, they will receive a free movie copy for each share of stock purchased. Blockbuster will thereby secure their investment with the free video dividends, because they are able to then sell or rent such video copies at retail prices in their stores nationwide, and yet still participate in the movie's earnings.

This same scenario could be played out with many other Strategic Partners in the retail video or video distribution business such as Hollywood Entertainment, Wal-Mart, Warner Home Video, Target, K-Mart, etc. Our formula will also work extremely well with major movie studios and Internet retailers of movie copies such as Amazon.com, Reel.com, Bigstar.com, Buy.com, and Yahoo.com. As investors purchasing stock in CinemaShares' film offerings, the major movie studios and Internet retailers would be motivated to offer promotional links to help drive traffic to our Web site.

In the opinion of management, these campaigns would be more than sufficient to insure that each offering will be fully subscribed.

Suggested breakdown of stock purchases:

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The MediaShares.com Databases

A key benefit of our Business Method will be the database of one million (or more) shareholders generated in each entertainment project that we finance.

Each publicly traded Licensee Company utilizing the MediaShares.com Business Method will create a database of a million or more shareholders. We expect strong interest from, and opportunities to partner with, the major Media/Entertainment companies, Internet Portals, and online stock brokerages seeking new online subscribers and the use of our extensive database. This extraordinary database will offer almost limitless cross-promotional opportunities, as our shareholders will be anxious to hear from us, on a daily basis, about the progress of “their” company. MediaShares.com management expects strong opportunities for marketing project-related merchandise in online promotions. We also see other strong possibilities for marketing partnerships with TV cable companies, high-speed Internet service providers, online investment Broker/Dealers, and other entertainment-related companies.

We will also market project-related merchandise directly to our shareholders. What rabid NASCAR fan and shareholder would not want to also buy a hat or a T-shirt that displays the logo of “their” Team? What movie fan would not want an item of merchandise from “their” movie?

Imagine the revenues from each publicly traded MediaShares.com Licensee Company, with a million or more shareholders, where a high percentage of the shareholders buy a hat or a T-shirt.

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MediaShares.com’s Projected Revenues

(Please see Summary Budget on succeeding page. Detailed budget available.)

CinemaShares.com RacingShares.Com

Financial Pro-Forma Assumptions:

Revenues:

Explanations of revenues below are specifically referenced to the “Revenues” worksheet of the “MediaShares_$3mm Budget”

All of MediaShares.com’s earnings come from, and through, our Licensee Companies. We will own varying percentages of each Licensee Company, based on the negotiations we undertake with each intellectual property owner. The “Revenues” worksheet is based on earnings from just two types of MediaShares.com Licensee Companies – Film Projects through CinemaShares.com and NASCAR Team Projects through RacingShares.com. Sometime during the first three years of operation, management fully expects to use our patented business method to also begin offerings in other related entertainment-based Licensee Companies. Some of these additional businesses would most likely include:

MusicShares.com – Financing music production from known and upcoming artists

DerbyShares.com – Financing Purebred Race Horses

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BroadwayShares.com – Financing Broadway Shows

CelebrityShares.com – Financing the careers of “American Idol-type” upcoming talent

Our Business Method will work well with any entertainment venture that has some or all of the following elements:

1- A large, enthusiastic fan base that can be accessed via the Internet.2- Distributed media that can be offered as a dividend for a purchased share.3- A venture that is fun to watch as it is being created, or as it progresses - such as a

movie, a NASCAR racing season, a music production, a Broadway show, etc.

Although these additional businesses are not included in our revenue projections, MediaShares.com management anticipates that some of these new ventures would likely occur during the first three years of operation and would consequently add additional revenues to our bottom line, and management feels the earnings from these other businesses would be considerable. Our Licensee Companies will produce revenues that we will share in, before, and after, each company’s Initial Public Offering, that generally occurs during the last few months of their first year of operation. First year revenues that occur before each Licensee Company’s IPO are called “Revenues”. By example, second year earnings from Licensee Companies are referred to in this document as “Dividends,” as MediaShares.com’s actual earnings are then calculated on a percentage of the stock we would own in each publicly traded company.

Although MediaShares.com will eventually receive many different revenue streams from many different types of Licensee Companies, the revenues we expect to receive from our first two types of Licensee Companies (IPO Film Projects and IPO RacingShares.com Projects – color coded in “Revenues” Worksheet) are broken into four main categories:

1-License Fees. Immediately upon receipt of the proceeds of its public offering, each Licensee Company will pay to MediaShares.com a flat fee of $500,000 for the use of our Patented Business Method. This License Fee is a one-time payment for the life of the IPO.

Examples: First year License Fee revenues are expected from the creation of two publicly traded companies; IPO Film Project #1 and IPO Film Project # 2, with each company owning specific rights (usually, and as in this case, all rights), to a motion picture property. Similarly, revenues are expected from the creation of two additional publicly traded companies, IPO RacingShares.com Project #1 and IPO RacingShares.com Project #2, with each company owning a separate NASCAR Race Team and all revenues therefrom. These companies would license the Patented and Patent-Pending Business Methods proprietary to MediaShares.com, and this brings to 4, the total number of Licensee Companies going public during their first year of operation.

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2-Service Fees. Similar to the McDonald’s Franchise Agreement, wherein McDonald’s Franchises must buy all their food products from their parent company, MediaShares.com Licensee Companies will be required to purchase certain Internet and production services exclusively from us. Management expects to earn considerable revenues from each Licensee Company for providing Internet-related services such as streaming video creation and delivery, film production of behind-the-scenes movie making, filming documentaries on the NASCAR Teams, marketing and promoting the Licensee Companies on our Web sites, the use of our e-mail lists, public relations, and as a partial payment for the fulfillment of the DVD Dividend delivery to the shareholders. (The actual cost for the replication and distribution of the DVD dividend is held in escrow from each offering.)

3-Retail Sales. – These retail sales are partially based on our Letter of Intent from Circle K Stores for checkout counter shelf space to sell NASCAR related items on our first RacingShares.com Licensee Company NASCAR Team. The first anticipated revenues are from the retail sale of DVD copies of a documentary on our first RacingShares.com Licensee Company, and other novelty items such as hats and t-shirts through Circle K stores. We anticipate incremental increases in the number of stores each month.

Other Retail Outlets - In month 6 we anticipate additional retail stores to begin carrying our products. We would have sales from additional retail stores of $50,000 per month, increasing in month 12 to $100,000.

Online Sales. Not to be overlooked is the sale of merchandise online. These sales would be considerable, as each Licensee Company would own a database of rabid fans, each of which owns a share of stock, and thereby has a vested interest, in that particular enterprise. Thus, company-related merchandise would be offered and marketed to the shareholders in each Licensee Company through our extensive e-mail database.

(Examples: NASCAR Team T-shirts and hats sold online to NASCAR fans or movie posters sold to movie fans.) The sale of NASCAR Team DVD’s and novelties Internet sales of $4,800 beginning in month 4 would increase to $40,000 in month 12. These estimates are extremely conservative and over the life of each company, management expects the online sales to eventually eclipse the retail sales. For example, if only half of the one million shareholders bought a hat or t-shirt from the NASCAR Team they own stock in; revenues from that offering alone could exceed $3.5 million. (500,000 t-shirts or hats @ $7 profit each - not shown in Revenues Worksheet.)

4- Dividends. As stated previously, dividends from each company occur beginning in the second year of each Licensee Company’s operation, because they do not go public until the end of the first year. Dividends, as opposed to Revenues, come from our portion of monies earned and paid out to shareholders as cash dividends from the operation of each company that we License. We earn dividends from each IPO Licensee Company based on our percentage of ownership that was negotiated prior to the IPO offering. For example, the

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$45,000 in dividends earned by MediaShares.com from IPO RacingShares.com Project #1 actually represent 10% of the $450,000 in total dividends paid out to shareholders, while $157,500 earned by MediaShares.com from IPO RacingShares.com Project #2, representing 35% of the total dividends paid out.

Film dividends occur later in the life of each Licensee Film Company, as most films take over a year to make and distribute. MediaShares.com will collect dividends from Licensee Companies in the same manner, on a percentage negotiated prior to each company’s IPO. For example in month 20, we see the first earnings from IPO Film Project #1 of $2,049,000, representing just 10% of the total film dividends to date, and in month 22, we see dividends of 9,220,500, representing 35% of the total dividends paid out to shareholders in IPO Film Project #2.

The estimated film dividends used in the projections were derived from Paul Kagan and Associates reports that are located in the business plan. The total revenues earned and collected on a film using this model is estimated to be 100% collected by the 30 th month subsequent to the theatrical release. The film would normally have recovered the bulk of its revenues within that period or the Company may choose to securitize the future revenues within that time period and pay out the earnings to shareholders. Management expects that film revenue dividends for the Company will be received in three distributions, the first within six months of theatrical release, the second within twelve months and the last within eighteen months of the films theatrical release.

The NASCAR Team company dividends were derived from the conservative revenues from the “schedule of dividends earned during one year racing season”, located in the financial projections and based on averages of NASCAR Team earnings reported in NASCAR publications. The life of the racing shares revenues are considered to be fully collected within one year of the IPO issuance and Management expects the bulk of RacingShares.com dividends to be received within ten months of the normal race season on a straight-line basis. The normal racing season runs from February to November of each calendar year.

Operating Expenses

Promotion and Marketing

Promotion and Marketing expenses consist primarily of salaries for a promotion director and business development manager, streaming video production, agency fees and other promotion and public relations expenditures. Management anticipates that it will be providing streaming video on the Web site for its shareholders to view the progress of films in production as well as behind the scenes of NASCAR races in progress. In addition, Management anticipates that it will engage a major talent agency to provide film projects in order to attract top movie properties for production as in-house films. Promotion and Public relations will play a major role in driving potential shareholders to our Website in order to educate them on the benefit of purchasing shares online for a film or racing team project.

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Web Site Development

Web Site development expenses consist primarily of salaries for a creative director and Web designer as well as associated outsourced costs of maintaining a state-of-the-art Web Site. Management expects to expend the funds available to develop and maintain the Web Sites in a manner as to attract and hold as many users as possible.

General and Administrative

General and Administrative expenses consist of salaries of all top-level executives and support personnel as well as general office expenses and rent. The Company’s legal expenses consist of normal legal expenses as well as a budgeted $150,000 in expenses for each IPO scheduled during the first two years and $75,000 for each IPO scheduled during years three to five. These expenses are recouped from the licensing fees that are charged to each IPO Company formed. The Company also budgeted additional accounting expenses that would be required to file each IPO, as well as normal accounting expenses to be required by the Company.

Description of Tab Schedules Attached to Excel Financial Projections

Summary Budget (1 Page): This represents a summary of the five-year operations and records cash out for capital expenditures and payments of corporate debt as well as receipt of proceeds from sale of Company stock. It assumes a cash basis for revenues and expenses and ignores computation of any depreciation expense.

Detail Budget (Four Pages): This represents for the first three years on a monthly basis and years four and five on a yearly basis the proforma operations that the Company anticipates it will perform. Depreciation and Amortization is ignored in this model.

Revenues (Three Pages): This represents the detail of the IPO license fees and dividends by IPO projects by year. These revenues flow into the Projected Statement of Operations revenue line items by period. This segregates the license fees and dividend revenues by IPO and time period.

Sources and Uses (One Page): Records the Company’s Sources and Uses of funds for a three-year period.

Balance Sheet (One Page): Presents the Proforma balance sheet for Periods 0 to 60 months.

Cash flow Statement (One Page): Presents the Proforma Cash flow statement for the Periods O to 60 months.

Summary Budget:

The chart below represents a summary of the five-year operations and records cash out for capital expenditures and payments of corporate debt as well as receipt of proceeds from

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sale of Company stock. It assumes a cash basis for revenues and expenses and ignores computation of any depreciation expense. The chart below summarizes our projected rate of return on a $3 million investment over a five-year period in only two types of Licensee Companies: A comprehensive breakdown of our use of investment proceeds and our revenue projections can be found in the Appendix. (See: MediaShares_$3mm Budget) Please note that these projections include movies and NASCAR teams only. Adding the additional anticipated revenues from Video Games, Celebrities, Music, Race Horses, Broadway Shows, and many other distributed media companies will significantly impact revenues with positive exponential growth opportunities.

CinemaShares.com and RacingShares.ComProjected Statement of Operations for Year 1 to 5 Summary Budget and Modified Cash Flow Projection Number of IPO'S Per Year 4 8 14 26 36

Year 1 Year 2 Year 3 Year 4 Year 5

Gross Revenues 4,130,000 21,494,500

68,301,000

89,539,500

132,954,000

Operating ExpensesPromotion and Marketing 1,017,995 2,395,795 2,932,740 3,951,180 4,815,086 Web Site Development 369,996 516,595 542,425 569,546 598,023 General and Administrative 2,416,002 3,703,800 3,866,711 5,461,120 6,497,975 Operating Expenses 3,803,992 6,616,190 7,341,886 9,981,846 11,911,085 Net Income (Loss) from Operations 326,008 14,878,310 60,959,114 79,557,654 121,042,915 Projected Income Taxes @ 40% Tax Rate 130,403 5,951,324 24,383,645 31,823,062 48,417,166 Net Income (Loss) After Taxes 195,605 8,926,986 36,575,468 47,734,592 72,625,749

Please see preceding pages for an explanation of the revenue assumptions.Capital Required and Use of Proceeds

MediaShares.com is seeking a loan of from $500,000 up to $3 million dollars, structured as convertible preferred debt, in what we expect to be our only need for investment capital, as it would take us through IPO offerings of from one ($500k) to four ($3mm) for the first new Licensee Companies. For this loan, management is offering an equity position in MediaShares.com of up 30% of equity in the parent corporation. All assets of the parent company including our Patents (Both allowed and Patent-Pending), Registered Trademarks, and the Copyright to “FUNGI” our first film, would secure this loan.

An itemized breakdown of the use of proceeds can be found in the Appendix to this document, but a summary of our use of proceeds follows:

File registration statements and complete the securities offerings for the first CinemaShares.com Licensee Company ($500K) and the first RacingShares.com Licensee Company (with $3mm investment).

Open an office in Los Angeles and hire office staff. Purchase Comprehensive D & O, E & O, and other insurance policies Hire key executives from the motion picture and Internet industries (with $3mm

investment).

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Update our Web sites to allow audience participation in the movies and racing teams we finance.

Build strategic partnerships to market our concept to the Internet audience. Begin pre-production on the first Licensee Company's film project and begin promotion

of our first NASCAR Team (with $3mm investment). Create promotional advertising and national publicity campaigns to build brand

awareness and market the sale of stock in the first Licensee Company to the public. Option and begin development of additional motion picture properties for future

production by CinemaShares (with $3mm investment). Research and secure additional NASCAR Teams to finance (with $3mm investment). Develop additional entertainment projects to finance, in particular a major franchiseable

video game (with $3mm investment).

MediaShares.com can accept from accredited investors, any portion of the above amount needed in order to begin the first public offerings. A $500k investment would allow us to file a registration statement and begin the public offering on the first project described herein, “Dr. David Livingstone.”

The Investment Transaction

MediaShares.com is now looking for a minimum investment of USD $ 500,000 to facilitate the formation of our first Licensee Company, or an investment of up to $3,000,000 in our parent company, MediaShares.com, LLC. As shown below in a slide from our PowerPoint Presentation, a $3,000,000 investment in our parent company is projected to be worth $1.09 Billion in five years:

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Investor’s Double Exits

The unique opportunity for an investor in MediaShares.com is that they will receive a DOUBLE EXIT. An initial investment of at least USD $ 500,000 is needed to complete our first public offering in our first publicly trading Licensee Company utilizing our business method, and this initial investment would be structured as a USD $500,000 convertible loan to MediaShares.com, LLC that would offer conversion to shares in the first Licensee Company at $2 per share ($4 IPO Price). In addition to the return of his loan principal or its conversion to public stock, the initial $500,000 investor would also receive $5% of the total equity in MediaShares.com, LLC. The same terms would apply with a total investment of USD $ 3 million in the parent company, from which we would create at least four Licensee Companies in the first year, have the resources to hire additional executive personnel, do considerably more marketing, and thereby greatly accelerate our growth.

Time to Exits

An investor in MediaShares.com now will also receive shares in our first Licensee Company, and would receive their first exit at the end of the one-year period for our first NASCAR Team or a two year period for the first film. In contrast to the first Licensee Company’s immediate public offering, MediaShares.com will initially be set up as a private company, with a large public offering anticipated within three years. At the time of MediaShares.com’s public offering, our investors will receive a substantial second exit for their initial funding of the parent company.

The Management Team:

Gene Massey – CinemaShares.com’s Founder/Chairman/CEO

Gene Massey began his film career in the early-1980's as a television commercial director, and since that time has been the Owner and President of a Los Angeles-based film and

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television production company, American Film Trust. In recent years, the company has produced revenues primarily from the production of short films and national television commercials.

In August of 1999, Gene founded CinemaShares.com, and filed U.S. and International Patents for a new method of financing motion pictures on the Internet. His extensive work in the world of film financing and publicly traded securities led to creation of the unique MediaShares.com Business Method. The MediaShares Patent was issued by the USPTO on September 14, 2004.

Gene is active in community service and he presently teaches a weekly class at Camp Kilpatrick, a Los Angeles County Youth Correctional Facility, for teenage boys.

Rudy Patino - Chief Financial Officer

MediaShares.com is extremely fortunate to have Rudy consider a position with us as our Chief Financial Officer, but he will commit to us only if we receive full funding (at least $3 MM). Rudy is presently with Barry Diller’s Interactive Corp (IAC) as their Controller and has been the CFO of three publicly traded companies. His extensive experience in dealing with SEC regulations and compliance with reporting requirements for publicly trading companies will prove invaluable to us. Rudy was most recently the Chief Financial Officer of Video City, a publicly traded company owning a chain of retail video stores, and prior to his years at Video City, Rudy was the CFO of National Lampoon, and Prism Entertainment, a Hollywood-based film production and distribution company. He is also a California CPA.

Richard Stocker – CFO or Controller

Mr. Stocker is our alternative CFO if Rudy Patino is unavailable and brings a wealth of international public accounting experience in the entertainment business to CinemaShares. A California-licensed Certified Public Accountant, he started his career with KPMG, a top five accounting firm. His major film studio experience includes a stint at Warner Bros., where he oversaw the annual billion-dollar production budget that included such well-known hits as Batman Forever, Arnold Swarzenegger’s Eraser and television’s ER and Friends.

Mr. Stocker also has considerable experience in motion picture exhibition, having worked for United Cinemas International, a worldwide chain of theaters and the largest theater group in Europe. He has also consulted on many diverse entertainment projects, including the Emmy nominated In Search of Doctor Seuss and the Film Advisory Board award winning Adventures of Pumpkin Pete. Most recently, he has served as the Chief Financial Officer of Pumpkinhouse Productions, a startup film production company specializing in children's programming, and is presently Director of Financial Planning for Fox Cable Networks. Mr. Stocker graduated summa cum laude from San Diego State University in 1988 with a Business degree in Accounting. He has continued his studies with post-graduate work in business entertainment at UCLA.

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James Volpe, Chief Operating Officer

James Volpe has the industry recognition as the driving force and subject matter expert in the development of the Direct Stock Purchase Plan business and the Direct Registration System (stock ownership through the use of directly registered book-entry shares as the alternative to a physical stock certificate). Virtually every major transfer agent and scores of Fortune 1,000 Corporate Issuers have sought his counsel, direction and advice regarding the Direct Registration System, in conducting a corporate action (such as a stock split, spin-off or stock dividend distribution) or with implementing/upgrading their registered or unregistered Direct Stock Purchase or Dividend Reinvestment Plan.

Jeromee Johnson, Chief Technology Officer Jeromee Johnson is an experienced engineer and manager in the field of Financial Technology. As an Internet programmer, he has done extensive development in both Java and Perl, and is uniquely familiar with the technology of the Internet and the regulatory side of public finance, especially as it relates to securities trading. Jeromee holds a number of NASD regulated securities licenses (Series 4 Options Principal, 7 General Securities Rep, 24 General Securities Principal, 31 Managed Futures Rep, 53 Municipal Securities Principal, 55 Equity Trader/ Market Maker, 63 Uniform Securities Agent, and 65 Investment Advisor.) After graduating with a BS in Computer Science from the American Institute for Computer Sciences he has been employed as a Financial Advisor by Morgan Stanley Dean Witter, VP Operations and Technology at Daylight Trading (also a partner in this successfully sold direct access trading company), and Director of Engineering at GoInvest.com. Currently Jeromee is employed as Director of Trading Technology Solutions at Javelin Technologies, the industry leader in FIX technology. At Javelin, Jeromee acts as a project manager, taking ownership of projects with the Pacific Stock Exchange, Bank of America Securities, and Robertson Stephens, and as a development manager leading the FLIRT (Financial Language Internet Real Time Trading) protocol, Cherubino, and Coquette engineering teams. Jeromee also handles Javelin’s relationships with its technology clients and partners including Advent Software, TIBCO, Yahoo, Quicken.com (Intuit), Compaq, and BEA Systems.

In addition to his full time position with Javelin Technologies, Jeromee acts a technology advisor and occasionally a consulting engineer to several private and public companies including Taho Commerce, GBI Capital, Feuerstein Capital Management, and JB Oxford.

Thomas Scherzberg, Director of Business Development

Thomas Scherzberg is the former Director of Business Development for Arvato Services Inc., a division of Bertelsmann AG, the fifth largest media company in the world. He has held various management positions in Europe and the U.S., and has detailed knowledge of

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American and European media markets. His work focuses on the fields of E-Commerce, Customer Relationship Management, and 3rd Partly Logistics. In the last years, Thomas Scherzberg has led the acquisition and implementation of a number of multimillion dollar outsourcing projects for some of the largest software and media companies in the world. His expertise encompasses both business-to-business and business-to-consumer solutions. Currently he is involved in the re-design and re-launch of the worldwide subscription program for the clients of a mayor software company. Thomas Scherzberg’s expertise in implementing customer relationship management and distribution solutions for Fortune 500 companies in the Information Technology and Media Industry makes him a valuable member of the CinemaShares team.

Paul Romeo V. P. of Marketing

Our new V. P. of Marketing, Paul Romeo is a leading expert in online marketing, and a 20-year veteran in the advertising and marketing field. Paul has designed and managed online campaigns for some of the most successful Internet brands including Netflix.com, Peet’s Coffee, and LetsTalk.com to name a few.

Paul has developed relationships with some of the top Internet companies and these relationships will prove invaluable to CinemaShares as we market our concept to Internet-connected movie fans worldwide.

Angela Petillo, Chief Counsel

Ms. Petillo is an attorney in Business Affairs at the William Morris Agency, Beverly Hills, California. Ms. Petillo negotiates development and production deals for the clients of one of the world's largest entertainment agencies. Her daily activities put her in contact with some of Hollywood's biggest movie studios, filmmakers and stars. She previously served in a similar capacity for the Creative Artists Agency, ABC Television, and Dino DeLaurentiis Productions. She is currently considering our offer to employ her as an officer in CinemaShares.

Ryan Pennington – Online Creative Director

Mr. Pennington has over 8 years experience in developing and designing Web sites for high-profile companies in the entertainment and financial industries. In 1999 Ryan designed the Academy Awards Web site for Universal Studios. In addition to his entertainment experience, he created Web sites for financial companies such as Javelin Technologies, JB Oxford & Company, and Goinvest.com. Mr. Pennington holds a Bachelor of Science degree in Applied Art and Design from California Polytechnic University-San Luis Obispo.

Patt Garland – Hollywood Historian and Public Relations Officer

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Patt Garland has lived and worked in the Hollywood Movie Industry since the early 1950’s as an actress (She was in acting class with Marilyn Monroe) and later as a public relations executive where she has spent many years working with entertainment companies. She now writes for film industry Web sites and is becoming quite well known as a Hollywood historian. As an executive with CinemaShares.com, she will be a welcome member of our team in helping us to excite the movie going public about our film financing opportunities.

MediaShares.com Advisory Board

Michael Byorick, Intellectual Property Law

Mr. Byorick is Patent Counsel resident in the Kansas City office of Lathrop & Gage, LLP. His practice is primarily concerned with obtaining patents for corporate clients in the computer and telecommunications industries. He has been extensively involved in counseling clients on a broad range of intellectual property law matters.

Mr. Byorick was previously Patent Counsel for Microsoft Corporation, responsible for handling intellectual property matters for their Internet Division. As Microsoft’s fourth patent attorney, he had extensive experience in the area of protection of intellectual property, including determining patent filing and acquisition strategies, working with engineering staff to prioritize patentable ideas, and reviewing work of outside counsel. While working at Microsoft, he was invited to participate in the Microsoft Distinguished Lecturer series.

Over fifteen years of engineering experience has provided Mr. Byorick with a diverse background in the telecommunications, computer and electrical engineering areas. He developed one of the first user-programmable ‘PC’s in 1977 and created the Bell Business Basic programming language while at AT&T Bell Laboratories.

Mr. Byorick graduated from the Georgia Institute of Technology with a Bachelor of Science in Information and Computer Science. He earned his J. D. from the University of Denver College of Law. He is admitted to the Colorado Bar and is a registered patent attorney.

John Gorman, Securities Counsel

Mr. Gorman is a partner in the firm of Luse, Lehman, Gorman, Pomerenk, & Schick, in Washington, D.C. He is a former Special Counsel to the Chief Counsel, Corporation Finance Division, Securities and Exchange Commission. His experience at the SEC included responsibility for handling the regulation of securities offered by financial institution holding companies. Since leaving the SEC in 1984, Mr. Gorman has specialized in counseling mutual to stock conversions, mutual holding companies, mergers and acquisitions as well as providing advice as to executive compensation. In addition, Mr. Gorman provides general corporate, securities law and regulatory advice to financial institutions on an ongoing basis. A 1979 graduate of Vanderbilt University School of Law, Mr. Gorman received a Bachelor of Science degree from Brown University in 1976.

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Cynthia Scheider – Film Producer

Married for twenty-eight years to film star Roy Scheider, former Shakespearean actress and renowned film editor Cynthia Scheider has worked with such legendary producers as Steven Spielberg, Peter Yates and Stanley Jaffe. She is best known for her contributions to such films as “Breaking Away,” “The French Connection,” and “Batteries Not Included,” among many others. She is now a producer and development executive working exclusively with MediaShares, assisting us in attracting major Hollywood talent.

Ravi Manchanda – Chairman/CEO of The One Group, London

Mr. Manchanda is Chairman of The One Group, Plc., a London-based financial services company involved in risk mitigation and asset lending. Mr. Manchanda qualified as a chartered accountant in 1985 and was principally involved in launching KPMG’s foray into the small business services sector. He is also on the Boards of two established human values trusts in the UK and Zambia and is a non-executive director of Earthport, Plc, a listed Web-based payment solutions company.

Inderjit Singh, MP, Government of Singapore Mr. Singh is past President of United Test and Assembly Center, and a Member of Parliament of the Government of Singapore. He is very active and well respected in the software industry in Singapore and has incubated several Internet companies. His expertise in these industries and investment contacts in Singapore will prove most valuable in his advisory role to CinemaShares.

Anne Marie Gillen – Film Producer & Development Executive

Anne Marie Gillen is Senior Vice President for Entertainment Business Group and is developing and producing a number of projects for them. From 1996 - 2001 she was the Chief Operating Officer of Morgan Freeman’s company, Revelations Entertainment. She led the company in its strategic financing and distribution of Revelations’ projects and during her tenure produced Revelations’ ALONG CAME THE SPIDER for Paramount; developed PORT CHICAGO MUTINY for NBC Network; and developed, independently financed, and produced UNDER SUSPICION starring Morgan Freeman and Gene Hackman for Sony Pictures.

Angela Petillo, Entertainment Attorney

Ms. Petillo is an attorney in Business Affairs at the William Morris Agency, Beverly Hills, California. Ms. Petillo negotiates development and production deals for the clients of one of

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the world's largest entertainment agencies. Her daily activities put her in contact with some of Hollywood's biggest movie studios, filmmakers and stars. She previously served in a similar capacity for the Creative Artists Agency, ABC Television, and Dino DeLaurentiis Productions. She is currently considering our offer to employ her as an officer in CinemaShares.

S. Bryan Hickox, Film and Television Executive Producer

Bryan Hickox is a film and television Executive Producer, Producer and Director who has personally produced 70 network Movies of the Week, pilots and Mini-Series; 7 network television series; 250 hours of syndicated television programming; and 10 theatrical feature films. Mr. Hickox has also been Vice President of Production at a large, publicly traded, independent film and television Production Company and most recently President of Production at Santa Monica Picture. Television movies Mr. Hickox has produced have been the highest rated movies on their respective networks in 1987, 1988, 1989 and 1990. His movies have also won seven Emmy Awards, the George Foster Peabody Award, and have garnered over 200 other national and international film festival and competition awards.

Professor (Dr.) Toh See Kiat; MP, Government of Singapore, IT and Intellectual Property Attorney

Dr Toh is a Senior Partner in the Singapore law firm of M/s Peter Ng & Company and is Head Specialist in the IT, Intellectual Property and Internet Practice Group. He is Chairman of CommerceNet Singapore LTD and Commerce Trust Ltd; Associate Professor at the Nanyang Technological University and author of a book, Paperless International Trade: Law of Telematic Data Interchange (Butterworths Asia, 1992), which deals with eCommerce. Dr Toh advises companies and governments on the legal issues of eCommerce and is assisting the Dubai Internet City to draft eCommerce laws. Dr. Toh is currently a Singapore Member of Parliament and sits on the Government Parliamentary Committee on Communications and Information Technology; the National Internet Advisory Council and the National Trust Council. Concurrently, he sits on several international committees on eCommerce such as the ICC, AFACT and ISO Working Groups on eCommerce

Olaf Halvorssen – Senior Vice President, Authentix Corporation

Olaf Halvorssen is Vice President and member of the Board of Directors of Authentix, Inc., a laser-identifiable tagging company and has been instrumental in Isotag's growth. Acting as Senior Vice President, Worldwide Development, he has worked diligently to generate interest and recognition for Isotag internationally and nationally. Currently he also serves as a director for several international corporations, and holds an MBA degree from the Wharton School of Business at the University of Pennsylvania.

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Appendix

MediaShares_$3mm_Budget.xls

Contact:

For further details, please contact:

Gene MasseyChairman/CEOMediaShares.com310 476-3668 or 310 871-3668 cell (Los Angeles)Web site: www.CinemaShares.comE-mail: gene@cinemashares.com

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