New telli summary & business plan

BUSINESS PLAN

Launching Telli's Growth and Expansion

Of Locally-Managed Mini Search Sites

Containing Comprehensive Local Information

Guinness Telli*Phone Corporation 6 Beach Road, #1088 Tiburon, CA 94920-2809 Phone: (415) 435-1280 www.telli.com

Prepared by: Lawrence A. Guinness Chairman, CEO [email protected] Direct: (415) 225-6281

http://www.telli.com/

mailto:[email protected]

Telli Executive Summary and Business Plan Page 1

EXECUTIVE SUMMARY

Over the last five years, the time people spent reading newspapers, watching TV, listening to radio, and

using other advertising supported media like the yellow pages has dropped about 25 percent while the

time they spent with digital media has increased by 65 percent.

As a result, Internet advertising expenditures climbed from $22 Billion in 2011 to over $42 billion in

2013. Last year Internet advertising revenues surpassed the amount spent on Television advertising.

While all attention seems to be directed toward digital advertising a major change is occurring in

marketing budgets, especially at the local level. Companies have begun spending vast amounts of money

on the basic underlying services needed to support their digital advertising.

However, approximately 50 percent of small businesses still do not have websites or significant Internet

exposure. These business owners feel confused and frustrated with digital marketing and complain about

being pestered by telemarketers who don’t understand their marketplace or their business needs.

Borrell Associates, a major global Internet research organization (See, www.borrellassociates.com),

reports that these findings, “point to what we believe is both trouble and opportunity for anyone trying to

help local businesses market themselves.”

This business plan shows how Telli plans to dive into communities and help local businesses reduce

their advertising expenditures and generate more business from their advertising dollars through

comprehensive mini search sites similar to our operating prototype site Telli Marin at www.telli.com.

As with Telli Marin, the mini sites will focus on local areas and contain listings downloaded from local

phone records. Each listing will have a basic web TelliPage showing a location map and further details

so the sites will be useful to local residents immediately as an interactive online local directory.

Using Telli’s simple-to-use and affordable advertising and web design tools, business owners can enter,

update, and enhance their information to increase their local exposure and local residents can add

classifieds and listings for events, classes, and local activities.

Since Google and other search engines access Telli Marin over 500,000 times a month to copy and

display Telli listings on their websites as links to Telli Marin; the mini sites also provide local

businesses with broad Internet exposure.

Telli local advertising representatives will be contracted and trained to provide personalized professional

support to advertisers at their places of business through a “hands-on” approach using laptops

accessing Telli’s advertising and web design tools located on Telli servers at a secure URL site address.

To insure our new marketing program will be cost effective, we plan to establish Telli local mini sites in

other counties, beginning with counties adjacent to Telli Marin. As the sites are established, we will

license/franchise them to marketing people who live in the areas to operate and manage as their own

businesses using the easy-to-operate Telli Site Administrator program. The Telli Site Administrator

allows Telli Site Owners to manage their online sites remotely and constantly update and modify the

categories, information, and structure of the sites to keep them current with local needs and trends.

Borrell Associates reports that a local search company that is established like a large TV network with

multiple local affiliates could more readily establish a strong foothold in individual communities than

nationwide players. “Google doesn’t have that,” commented Borrell.

http://www.borrellassociates.com/



TABLE OF CONTENTS

EXECUTIVE SUMMARY ........................................................................................................................ 1

THE BUSINESS ......................................................................................................................................... 4

TELLI SYSTEMS LOCAL INFORMATION ONLINE PROTOTYPE ................................................... 4

Local Telli Listings ................................................................................................................................. 4

Telli Search ............................................................................................................................................. 4

Telli Advertising Platforms ..................................................................................................................... 4

SMALL BUSINESSES EXPERIENCE INTERNET MARKETING PROBLEMS ................................. 5

TELLI’S SOLUTION – AN INTIMATE LOCAL MARKETING APPROACH ..................................... 5

TELLI PRODUCTS AND SERVICES ...................................................................................................... 5

TelliPage Design ..................................................................................................................................... 5

Telli Advertising Platform Subscriptions ................................................................................................ 5

Telli Banner Design ................................................................................................................................ 5

Telli Banner Subscriptions ...................................................................................................................... 6

TelliPage Maintenance Service ............................................................................................................... 6

TELLI EXPANSION THROUGH LICENSING ....................................................................................... 6

MANAGING AND PROMOTING TELLI SITES .................................................................................... 6

Licensee Responsibilities ........................................................................................................................ 6

Telli Responsibilities ............................................................................................................................... 6

MARKET FOR TELLI SITES ................................................................................................................... 7

Enhanced Local Directories – $6 Billion in Potential Advertising ......................................................... 7

Declining Traditional Media Usage ........................................................................................................ 7

Target Marketing ..................................................................................................................................... 7

Local Purchasing ..................................................................................................................................... 7

TELLI - MORE THAN A SEARCH ENGINE .......................................................................................... 7

TELLI - AN INEXPENSIVE LOCAL INTERNET ADVERTISING PLATFORM ................................ 7

INTERNET ADVERTISING MARKETPLACE....................................................................................... 8

COMPETITION ......................................................................................................................................... 9

TELLI COMPETITIVE ADVANTAGE .................................................................................................... 9

KEY STRENGTHS TO TELLI'S SUCCESS ............................................................................................ 9

MAJOR SEARCH ENGINES FAIL TO MEET THE PEOPLES’ LOCAL NEEDS .............................. 10

WHO WE ARE ......................................................................................................................................... 11

Our Mission ........................................................................................................................................... 11

Our Social Obligation............................................................................................................................ 11


Our Vision ............................................................................................................................................. 11

We Value ............................................................................................................................................... 11

GUINNESS TELLI*PHONE MANAGEMENT ..................................................................................... 11

Lawrence Guinness, Chairman, CEO and Director .............................................................................. 11

Patrick Guinness, President ................................................................................................................... 12

Judith Wilson, Editorial Development, Director ................................................................................... 12

TELLI'S DEVELOPMENT AND MARKET PREPARATION .............................................................. 12

TELLI HISTORICAL HIGHLIGHTS AND ACCOMPLISHMENTS ................................................... 13

REQUIREMENTS FOR SUCCESSFUL GROWTH .............................................................................. 14

Seeing is Believing ................................................................................................................................ 14

Local Advertising Sales Representatives Need Monthly Income ......................................................... 15

Filing Franchising Documents .............................................................................................................. 15

Multiple Telli Sites to Attract Major Retail Chains .............................................................................. 15

INITIAL FINANCING FOR GROWTH AND ROI ................................................................................ 15

USE OF PROCEEDS ............................................................................................................................... 16

BASIS FOR MASTER PLAN REVENUE PROJECTIONS ................................................................... 16

RISK FACTORS ...................................................................................................................................... 17

EXHIBIT 1................................................................................................................................................ 18

BRIDGE FINANCING ......................................................................................................................... 19

Telli’s Expansion ............................................................................................................................... 19

Potential Sources of Funding ............................................................................................................. 19

Bridge Capital to Begin Growth ........................................................................................................ 19

Preparation of Documentation for Major Funding and Investor Liquidity ....................................... 19

BRIDGE FINANCING CASH FLOW STATEMENT ........................................................................ 20

Notes to Bridge Financing Cash Flow Statement .............................................................................. 21

EXHIBIT 2................................................................................................................................................ 22

EB-5 IMMIGRANT INVESTOR PROGRAM .................................................................................... 23

Preparation for EB-5 Funding ........................................................................................................... 23

Growth through EB-5 Funding .......................................................................................................... 23

EB-5 CASH FLOW STATEMENT ...................................................................................................... 24

Notes to EB-5 Investment Cash Flow Statements ............................................................................. 25

EXHIBIT 3................................................................................................................................................ 33

RETURN ON INVESTMENT – ROI ................................................................................................... 34


TELLI BUSINESS PLAN

THE BUSINESS

Incorporated in the state of Nevada on September 13, 1993, Guinness Telli*Phone Corporation is a

developer of proprietary interactive Internet software programs and simple automated online marketing,

advertising, and website development tools (Telli Systems). Also, we are publishers of educational

programs and online content.

TELLI SYSTEMS LOCAL INFORMATION ONLINE PROTOTYPE

We created the first locally-focused and locally-managed comprehensive micro-category search-and-

content site Telli Marin at www.telli.com to serve the 104,000 households of Marin County, CA, and

Replace local telephone directories with listings that are more current and display more detailed

information. (Marin Yellow Pages generates over $6 million in local advertising revenues.)

Provide local listings of movies and current information on events, classes, and activities usually

not found on major search sites.

Local Telli Listings

AT&T provides Telli with telephone installation records and monthly updates. Telli downloads the

listings into its database and expands them into Telli’s 3,400 micro-categories. Listing information is

automatically displayed on basic web pages (TelliPages) showing each organization’s address, contact

information, tag line, website link, location map, and an overview its products and services.

Telli Search

Local residents use Telli’s multi-level search system to find what they want quickly without having

to sift through extensive global information. People can instantly

Find a specific business or organization by entering part of its name, address, or phone number.

Target only the businesses offering a specific product or service they seek.

Create a filtered list of only the businesses offering all the features they specify.

For example: Users can display a list of child-friendly seafood restaurants with a full bar that

are close to shopping, serve fish and chips and hamburgers, and offer outdoor dining with a view.

1000s of people use Telli Marin every day!

Telli Advertising Platforms

Telli provides two advertising platforms with simple-to-use web tools for people to 1) enter and

update their own information and 2) highlight themselves in their community, and 3) increase their

exposure on the Internet.

Basic Free Promotional Platform: At no charge, businesses can enter and update their listings

and listing details, and anyone can post classifieds and reviews as well as simple TelliPages

promoting their community events, classes, and activities.

Enhanced Subscription-Based Advertising Platform: Using Telli’s easy-to-use and affordable

web-page advertising and design tools, businesses can enhance their free basic TelliPages and

manage digital marketing and advertising campaigns such as announcing new products or

services, offering special deals and coupons, and sending customer email alerts. Also,



subscriber’s listings are highlighted frequently on the Telli Home Page and appear at the top of

their category lists.

In addition and at no charge, all businesses can view a page showing monthly statistics on how many

people viewed the TelliPages and clicked on the links to their websites.

SMALL BUSINESSES EXPERIENCE INTERNET MARKETING PROBLEMS

However, major Internet research organizations report that small businesses say they have neither the

time nor the knowledge to manage their own digital marketing and advertising programs.

In addition, approximately 50 percent of all U.S. small businesses still do not have websites or

significant Internet exposure.

Small business owners report they are confused and frustrated with digital marketing.

They complain about being pestered daily by telemarketers attempting to peddle SEM, SEO,

digital dashboards, social media management programs, and mobile marketing opportunities.

Business owners say the telemarketers and web designers who call them are not located in their

area so they don't understand their marketplace and their business needs.

TELLI’S SOLUTION – AN INTIMATE LOCAL MARKETING APPROACH

Realizing small businesses have neither the time nor the skills to manage their own digital marketing

and advertising programs; we conducted a small test. We offered to provide a few small businesses with

assistance in using Telli Marin to manage local promotional programs. We offered to create TelliPages

of advertising for them through a personal “hands-on” approach at their places of business.

The test was a great success! Almost every business owner we approached contracted us to create a

TelliPage for their business. As they reported, “Your service is no more expensive than it costs for one

advertisement in the local newspaper and your monthly subscription is considerably less than a

highlighted listing in the yellow pages directories. In addition, I can update my TelliPage and listing

information at any time and as often as I want for no additional charge.”

Therefore, Telli is preparing to contract marketing people in Marin County to offer personalized

marketing and design services to local businesses.

TELLI PRODUCTS AND SERVICES

TelliPage Design

Telli will charge an affordable creative design fee to create TelliPages on behalf of subscribers.

Prices will vary depending on the sophistication of the design, content, graphics, and photos required

by subscribers.

Telli Advertising Platform Subscriptions

Subscribers will pay a small monthly fee for as long as their TelliPage remains on a Telli

Advertising Platform. They will receive a discount for an annual subscription.

Telli Banner Design

For a one-time creative design fee, Telli will create click-through advertising banners to appear on

Telli site category pages.


Telli Banner Subscriptions

Clicking on a banner will send users to specific website pages or to subscribers’ TelliPages.

Subscribers will pay a fee for 1,000 banner impressions (the number of times a banner is displayed)

for each category page where their banners appear. For example, a photographer may place a Telli

banner on the page of listings for “Event and Party Banquet Facilities – Space Rental.”

TelliPage Maintenance Service

Subscribers will pay a monthly fee for Telli to maintain and update subscriber’s TelliPages and

banners on their behalf. Subscribers will email Telli notices of special sales, coupon offers, and new

products or services. Telli will incorporate the information in their TelliPages, create coupons, place

news items on the Telli Home Page, and send out email alerts to their customer or client followers.

TELLI EXPANSION THROUGH LICENSING

Next, we will expand our operations by establishing focused mini sites similar to Telli Marin in other

areas, beginning with counties adjacent to Marin County such as Sonoma and Napa Counties, and

license them to qualified marketing people who live in the areas to operate as their own businesses.

Prospective licensees will most likely be experienced retail advertising sales managers at local media

firms who want to join Telli to manage and grow local sites as their own businesses. They will be

responsible for site operations and marketing, as well as maintaining personnel to promote their sites and

provide local businesses with personalized ad and web-design services.

MANAGING AND PROMOTING TELLI SITES

Licensee Responsibilities

The Telli Administrator software program resides on a Telli server. This allows Telli Site Owners to

manage, modify, and maintain their online sites remotely on their computers or laptops through the

Internet at a secure Telli URL address.

Maintain the structure of their sites to insure that each provides all the relevant categories for

their area and reflects the character of their individual communities.

Update their sites with new business listings, service vendors, and community information.

Oversee the content of their sites to insure that the information is always secure, accurate, and

appropriate for their local users.

Assist and advise businesses with branding, advertising content, and design.

Produce and constantly update TelliPages and banner ads, design websites, and maintain

advertising programs on behalf of local business subscribers for additional affordable fees.

Telli Responsibilities

Administer the investment in each site and oversee the management of site operations.

Maintain the servers and keep the software current with new developments.

Borrell Associates, a major Internet research organization (www.borrellassociates.com)

reports that a local search company that is established like a large TV network

with multiple local affiliates could more readily establish a strong foothold in individual

communities than nationwide players. “Google doesn’t have that,” commented Borrell.

http://www.borrellassociates.com/


Provide licensees with marketing, training, guidance, and advertising support.

Collect and distribute all revenues through its automated online subscriber payment system.

MARKET FOR TELLI SITES

Enhanced Local Directories – $6 Billion in Potential Advertising

Borrell Associates reports that people spend miniscule amounts of media time with print “yellow

pages,” yet advertisers still placed nearly $6 billion worth of advertising in them in 2013. This

equates to almost $19 billion per minute of consumer usage versus only $1 million per minute of TV

usage.

Declining Traditional Media Usage

Over the last five years, daily usage of traditional media has fallen by more than 25 percent. Borrell

Associates predicts a further drop of 25 percent or more in audience usage by the end of 2018.

Target Marketing

In 2013, cable companies started delivering a specific commercial to a specific neighborhood.

Borrell reports that online media holds the same potential.

Local Purchasing

Surveys report that 96 percent of consumers use the Internet to find products, services, and activities

before actually buying and, they complete 90 percent of their purchases at local establishments.

TELLI - MORE THAN A SEARCH ENGINE

Local residents and businesses use the Telli site to

Find local products, services, movie and event schedules, and special deals.

Find local schools, health and fitness classes, adult training programs, and kids’ programs.

Find and enter, at no charge, business listings, and information on local events, meetings, lectures,

and workshops.

Find and offer products and services in a free classified directory.

Post customer recommendations, referrals, and reviews at no charge.

Publish TelliPage blogs.

TELLI - AN INEXPENSIVE LOCAL INTERNET ADVERTISING PLATFORM

Businesses can sign up for a monthly subscription to the Telli Advertising Platform for a small monthly

fee and highlight their products and services by

Showcasing their businesses on the Telli Home Page and at the top of their categories.

Developing TelliPages of current information quickly and easily with instant updates.

Displaying instant deals, specials, and coupons.

Appearing automatically on major search-engine sites for greater exposure on the Internet.

Publishing news articles and promotions.

Sending automated email alerts to their customers.

Tracking the number of users accessing their information.


INTERNET ADVERTISING MARKETPLACE

Internet advertising revenues in the United States totaled $42.8 billion in 2013, and local online

advertising revenues represented over 50 percent of this total Internet advertising market.

Total U.S. Advertising Spending

$174 billion (2013)

Internet Advertising Revenue

$42.8 billion (2013)

Broadcast Television Advertising Spending

$40.1 billion (2013)

Cable Advertising Revenue

$34.4 (2013)

Total Newspaper and Magazine

Advertising Revenue

$31.4 billion (2013)

Direct Marketing Revenue

$21 billion (projected for 2013)

Radio Advertising Revenue

$16.7 billion (2013)

Borrell Associates, in their 2014 Digital Marketing Services Outlook: Small Businesses Learn the

Cost of Managing their “Own” Media, reports that money spent by businesses on digital marketing

“services” in 2014 to support their digital advertising will consume more than $3 out of every $5

spent on all U.S. digital marketing expenditures.

U.S. Local Advertising Revenue

$132.7 billion (2013)


COMPETITION

Many of Telli’s features can be found on national online networks like Google, Craigslist (classified

pages at www.craigslist.org), Yelp (pages of consumer reviews at www.yelp.com), Facebook (social

networking pages at www.facebook.com), LinkedIn (professional networking pages at

www.linkedin.com), Groupon (pages of discount coupons at www.groupon.com), Twitter (a limited

social, professional, and corporate network announcement site at www.twitter.com), YellowPages.com

(a national directory of business listings at www.yp.com), and Local.com (a directory of limited

business listings at www.local.com).

However, except for Telli Marin, we believe there is no comprehensive local information site with all

the features of the above companies that is managed and operated locally.

TELLI COMPETITIVE ADVANTAGE

Telli local information sites

Focus exclusively on the detailed and current information of individual communities.

Are managed by local operators who provide personal hands-on assistance and advertising

support at subscribers’ places of business.

Are more comprehensive and up-to-date.

The Telli system automatically creates a free basic information web page for all listings in the

area to provide people with an instant overview of the specific products and services offered

by each business and organization in their community.

Search engines and local directories are usually not up to date, and offer listings with only

names, addresses, website links (if a business has one), and only land-line phone numbers.

Display enhanced local listing content through inexpensive do-it-yourself colorful web

TelliPages that subscribers can be create and constantly update instantly without any

programming or website design skills using Telli’s simple advertising and design tools.

Offer multi-dimensional search powered by keyword, menu, and micro-category searches.

Provide multi-feature search for people to create a unique page of listings that adhere to multiple

variables assembled from their own criteria. (See, www.telli.com/variablesearch)

Make it easy and quick for people to communicate and find community information and

activities, without having to sift through large amounts of irrelevant global information.

KEY STRENGTHS TO TELLI'S SUCCESS

Low Operating Cost: Telli local site automated technology and simple advertising tools make it easy to

for businesses and professionals to distribute specific information and current details to consumers,

patients, and club members.

Serves a Market Need: Telli locally-focused community advertising platforms provide affordable

Internet promotional opportunities. They provide

Increased traffic for organizations with websites by driving more local viewers to their sites.

Targeted advertising opportunities for businesses with multiple retail outlets to create different

promotions for each of their retail stores to address the specific daily needs of people living

around each of their places of business.

http://www.yelp.com/

http://www.facebook.com/

http://www.linkedin.com/

http://www.groupon.comtwitter/

http://www.twitter.com/

http://www.yp.com/

http://www.local.com/

http://www.telli.com/variablesearch


A free listing service for home businesses and people providing local services, especially those

operating exclusively from mobile phones (not listed in any directory).

Meets Market Trends: Telli allows people to instantly broadcast urgent messages through email alerts

to their followers and post last-minute meeting times, coupons, reviews, recommendations, schedules,

and TelliPage updates.

Intelligent Information Management: Telli listings are downloaded from telephone installation and

disconnection records supplied to it monthly by AT&T (not from outdated mass mailing lists) and

modified by Telli listing editors into Telli’s extensive micro-categories, making Telli information the

most up-to-date and comprehensive available anywhere.

Advanced Technology: Telli’s quick multi-feature filtering system allows viewers to specify a number

of features to create a unique page of only the businesses that offer all the features they specify.

Local Personalized Service: Through its site owners, Telli has a physical presence in every area that a

Telli local information site serves. In addition to being able to provide subscribers with personal

advertising and design services, participating in the community allows Telli to keep its information and

micro-categories current on all changes, updates, and community trends.

Low Administrative Cost: Telli’s technology and marketing approach is common to all its local

information sites, so as the Company establishes new sites in other areas, its overall overhead to operate

each local site will decrease, and the Company will generate increased profits exponentially.

Expanded Coverage by Major Search Engines: Google and the other major search engines access

Telli Marin over 500,000 times a month to copy its up-to-date listings on their sites and display them as

links to Telli Marin on their websites; thus providing its subscribers with greater advertising exposure.

MAJOR SEARCH ENGINES FAIL TO MEET THE PEOPLES’ LOCAL NEEDS

Google, Yahoo, Bing, and other search engines have spent millions in an attempt to conquer the local

Internet advertising marketplace but have failed so far. According to Borrell Associates, over $10 billion

in local advertising revenues is still up for grabs.

Major search engines work out of central global offices and rely on robots to search websites on the

Internet for their information and download listings from a national supplier of mailing lists. They have

no physical presence in local areas and they don’t allow people to enter or modify their own

information. Many small businesses without websites, and especially those who operate exclusively

from cell phones, do not appear on the major search engines. Therefore, the information on search sites

is not comprehensive or, in many cases, not up to date.

We checked! Google, Yahoo, Bing, and YellowPages.com provided little or no information on current

deals and specials from local businesses or upcoming local events and activities.

They provide only business listings and, in some cases, links to websites.

They do not list many newly-established small businesses, people operating businesses from

mobile phones, professionals working in salons, medical centers, and large offices, local theatre

productions, concerts, arts programs, markets, classes, and festivals.

Unlike Telli, major search sites do not allow people to enter multiple features in one single search

to target only the businesses offering all the products and services they specified.


We found many listings where the establishments were no longer in business. Some had closed

more than 10 years ago!

Users report that navigating major search systems for local information is unsatisfactory. They say it is

time consuming, and, in most cases, they end up not finding the current local details they seek.

WHO WE ARE

Our Mission is to provide every community with the most relevant, up-to-date, and comprehensive

information from weather, live web cam views and restaurant hours to live concert schedules and little

league practice times, all available through a simple and effective local networking and communication

system by

Establishing local online information sites managed by Telli Administrators with a marketing

background. We will require the Telli Administrators to live in the areas they serve and maintain

the highest community standards and values through the information in their sites. Many of these

Administrators will be newspaper, magazine, radio, and television sales representatives who

desire to own and operate their own local search and online advertising businesses.

Training local Telli Administrators to help people to understand the effect of the Internet in their

community and demonstrate how to use Telli systems, products, and tools to create focused

marketing and promotional campaigns.

Our Social Obligation is to inform local businesses and consumers about this new Internet tool. Telli

Administrators will communicate directly with schools, parents clubs, and associations and conduct

workshops at local Chamber of Commerce and other club meetings (Rotary, Lions, Kiwanis, etc.) to

encourage people to use Telli systems, tools and products to foster the unique lifestyle of their

community.

Our Vision is to be the central One-Stop Information Portal and Public Center for each community's

source of information and local commerce by providing a secure focal point through which all people

can communicate and quickly find the specific information that meets all the criteria to fulfill their

individual needs, make their daily routines more efficient, and enhance their local lifestyle.

We will encourage artists, teachers, and entertainers to display their unique promotions free of charge so

people will have access to the most current details about what's happening in their areas.

We Value the use of the technology to maintain and improve the unique standard of living in each

community, rather than using it to encourage people to follow a national trend. We are committed to

insuring that the communities we serve maintain their individuality by structuring their local online

information sites with subject categories that are

Relevant to each area’s environment.

Of special interest to the people who live in each community.

GUINNESS TELLI*PHONE MANAGEMENT

Lawrence Guinness, Chairman, CEO and Director

Lawrence is founder and developer of Telli systems and has 40 years of experience in raising capital and

managing various successful publishing and media ventures.


In 1967, with $300,000 in private funding, Lawrence founded Guinness Publishing Ltd., Toronto,

Canada, which published the first full-color educational textbooks for the elementary school curriculum.

In 1969, with $500,000 obtained from a New York venture capital firm, Lawrence founded Guinness

Publishing Ltd., New York, to publish educational textbooks for the entire North American marketplace.

In 1979, he sold his publication rights to finance the development of interactive computer educational

programs and networked media software systems and moved the company offices to Marin County, CA.

In 1993, Mr. Guinness founded Guinness Telli*Phone Corporation and moved all his previous ventures

into this new company. In 1994, to fill a commitment he made to his investors, he prepared and filed a

Form 10 with the U.S. Securities and Exchange Commission, and Guinness Telli*Phone Corporation

became a public company, trading on the OTCBB under the symbol TELI.

The Company ceased to file 10-K and 10-Q reports with the Securities and Exchange Commission in

2000 and was reduced to trading on the OTC. In April of 2010, through a settlement agreement with the

Securities and Exchange Commission, the Company ceased trading on the Exchange in return for being

able to file a Form 10 with only two years of audited statements when it believes it is ready to return to

the OTC.

Patrick Guinness, President

Patrick has worked with the Company since 2000, developing and managing all Telli software systems,

tools, and programming operations. He is experienced in both front and back-end web development

using technologies like HTML, CSS, Javascript, object-oriented PHP, MySQL database, and Apache.

For four years, he was the lead developer for a full-service B2B marketing agency in San Francisco,

building products for high-profile clients like VMware, NetApp, Google, Adobe, and Océ Printers.

Judith Wilson, Editorial Development, Director

Judith is a writer and journalist with over 35 years of writing experience including 12 years with a

successful local newspaper where she served more than three years as managing editor. Ms. Wilson has

a Bachelor of Arts in English from the University of British Columbia. She has worked with Guinness

Publishing and Telli on many media projects since 1975.

TELLI'S DEVELOPMENT AND MARKET PREPARATION

Telli has raised small amounts of capital from time to time to complete various stages of its

development, test its systems in the marketplace, and conduct focused marketing tests. All capital raised

was through the sale of the Company’s Common Stock to private investors.

During our development stages, we did not believe it was cost-effective for us to launch a local

advertising program to promote Telli to businesses in the area until our

Listing tools were simple enough for people to place information in Telli without difficulty.

Web-design systems were simple enough for businesses, professionals, and providers of local

services to create web pages without computer design and programming skills.

Local system management tools were so simple to operate that Telli local site owners and

operators were not required to have significant computer skills.

Telli operating systems were secure enough that we would not experience any problems with our

automated billing and payment systems.


TELLI HISTORICAL HIGHLIGHTS AND ACCOMPLISHMENTS

It is well known that the radio and television programs, the newspapers and magazines, and the Internet

sites with the most viewers attract the largest amount of advertising dollars. Telli spent time learning

how to attract the most viewers to its model site, Telli Marin.

Telli has invested in research and development only, without advertising its products and services in the

marketplace. The existing subscribers on Telli’s enhanced advertising platform signed up directly on

the site after finding Telli Marin on the Internet.

1982 – 1985: Development of computer interactive educational programs and an online business

information directory powered by videotext. The programs resided on the company’s mainframe

computer which was connected to the telephone system for the purpose of distributing the programs to

kiosks and to computer terminals in homes, schools, and libraries through telephone lines (the Internet).

1986 – 1995: Established and trained a group of editors to develop extensive micro-categories for the

business information directory and programmed it in color using a graphics language called NAPLPS.

The directory was made available through a dial-up network so people could access it on their personal

computers or NAPLPS terminals as a replacement for yellow pages directories.

1993: Incorporated Guinness Telli*Phone Corporation and consolidated all the Guinness projects into

the new organization. Then, we filed a Form 10 with the Securities & Exchange commission and

Guinness became a public company trading under the symbol TELI.

1996 – 1998: Reprogrammed our local directory systems to a new standardized Internet Protocol and

HTML. We completed a comprehensive local directory for Marin County, CA, called Telli Marin and

made it available on the World Wide Web.

1998 – 2001: Established and trained a staff of programmers to set up a simple database system to load

information into the various micro-categories of the directory and a user-friendly multi-level search

system for people to access specific information quickly.

1999 – 2000: Established and trained a staff of editors to

Download AT&T listings for Marin County into Telli Marin.

Modify the downloaded AT&T entries into Telli’s new expanded list of over 3,400 micro-

categories.

2000 – 2001: Maintained a small staff of professional sales and marketing people to develop and test

various promotional and community joint-venture programs to generate viewers for Telli Marin.

2000: Since local newspapers would not accept advertising from Telli Marin, the Company launched its

own weekly newspaper, which it distributed to all households in Marin (100,000) over an eight-week

period in the fall of 2000.

2002 -- 2003: Telli began designing and testing Web 2.0 development systems, including “do-it-

yourself” advertising tools to allow people to create information on personal computers connected to the

Internet for display on a free basic advertising platform in Telli Marin.

2003: Allowed people to enter their own business, classified, and event listings in Telli Marin with

supporting information and graphics at no charge.

2003 – 2005: Telli programmers created the Telli Administrator to simplify the management of

entering, updating, modifying, and managing information in Telli Marin.


2005: Telli programmers developed simple-to-use do-it-yourself promotional tools and an automated

subscription payment system for advertisers to create their own colorful web-based TelliPages of

information for display on Telli Marin’s enhanced advertising platform

2005: Advertising professionals created eight-week multi-media advertising campaign that ran

throughout Marin County from the end of May to the middle of July to determine the most successful

and cost-effective means of encouraging people to use Telli to find information.

2006 – 2007: Began distributing various targeted, inexpensive direct-mail tests to assess their

effectiveness in familiarizing businesses with Telli Marin’s “do-it-yourself” advertising platform.

Also, we developed design tools to enable Telli Administrators to create colorful advertising banners

and a programming system that displays the banners on various category pages in Telli Marin.

2008: Telli discontinued all advertising and promotion to evaluate the following factors:

The effect Google had on the number of viewers using Telli Marin.

The number of businesses that continued to sign up for advertising subscriptions after finding

Telli Marin on the Internet.

The results Telli could experience when Telli sites are first established in a new area before being

licensed to local operators and without any marketing support.

2009 – 2014: Upgraded Telli software and systems to comply with the latest financial regulations and

security standards and developed new simple-to-use Telli advertising software tools for subscribers.

In addition, redesigned the Telli Marin site and reprogrammed the Telli advertising platforms,

promotional tools, and Telli Administrator to reside on our servers (cloud-computing); thus making it far

less expensive to establish, update, maintain, and operate Telli sites.

Foregoing "traditional" promotion since 2005 was a significant factor in our researching and testing

various targeted marketing approaches. Opting not to promote Telli Marin throughout the county, we

were able to accurately assess and document the results of the many targeted tests we did to learn the

most effective way to

Brand Telli in communities as

• A comprehensive local information site for users.

• An affordable and easy-to-use targeted advertising platform for businesses.

Sell TelliPage professional marketing and Internet development services to subscribers.

REQUIREMENTS FOR SUCCESSFUL GROWTH

As we move into areas adjacent to Telli Marin, we believe we can launch successful advertising

programs based on the small market tests we have conducted over the years.

Seeing is Believing

To generate local advertising revenues, business owners need to see our name frequently throughout

their area to believe that consumers know about Telli and use it to find local information.

Telli will begin by expanding into counties adjacent to Marin beginning with Napa and Sonoma

counties and cover the suburban areas throughout the San Francisco Bay Area

where there is little competition before setting up in metropolitan areas.


Our research reveals that “seeing is believing.” In our market tests to promote Telli, our most

successful results have come from posting banners on buses, attending local club and networking

meetings, and participating in joint venture campaigns with school district foundations to assist them

in raising money to support their schools.

Local Advertising Sales Representatives Need Monthly Income

To sell advertising to businesses, local sales people need to receive a small monthly income while

building their base of subscription revenue commissions.

Filing Franchising Documents

To sell a franchise for a Telli site requires Telli to incur significant franchising legal costs and filing

fees. Therefore, Telli needs to establish its first few sites on behalf of potential owners and license

the sites to them with no “up front” fee while we create successful site models and complete

franchising documentation.

Multiple Telli Sites to Attract Major Retail Chains

Major businesses with multiple retail outlets in many communities tell us that Telli needs to have

sites in a number of areas so it is cost-effective for them to train their store managers to design and

launch local advertising programs through Telli sites and oversee the promotions they produce.

NOTE: It is important for Telli to have sufficient capital ($500,000 minimum) to jump-start its

expansion until it can support its growth through its own revenues. See Exhibit 1 – Bridge

Financing, Page 15. (www.telli.com/bridgefinancing)

INITIAL FINANCING FOR GROWTH AND ROI

Telli has prepared a $2 million Five-Year Convertible Preferred offering with each share paying an

annual cumulative dividend of 10 percent, calculated from the date an investor purchases the share. Telli

will stop selling the preferred shares once it can continue to expand through its revenues.

Whether Telli pays dividends annually or lets the dividends accumulate will depend on the amount of

capital Telli is able to raise initially. The Company needs sufficient capital to initiate its expansion

program and begin generating revenues. Telli will not raise capital through the sale of the preferred

shares to pay dividends to stockholders, nor is it legal to do so.

Investors qualified under SEC rules can purchase Series B Preferred Shares at $1 per share and may

convert the shares and the accumulated dividends into Common Shares at a 1:10 ratio.

For example, at the end of one year from the date an investor purchases 10,000 shares of preferred

stock, for a total purchase price of $10,000, the shares will have accumulated a 10 percent dividend

of $1,000. At the end of this first year, the investor may elect to convert his or her investment in the

preferred shares into 110,000 shares of Telli’s common stock (10 cents per share).

After building a successful revenue-generating model involving a number of sites

in the San Francisco Bay Area, Telli will be qualified to offer a franchising program

and attract franchisees so it can expand rapidly, using capital from the sale of franchises

and not funding from private investors.

http://www.telli.com/bridgefinancing


Once Telli gains momentum and is able to announce successful results from its expansion, it will file a

Form 10 with the Securities and Exchange Commission to return to trading its Common Stock on the

exchange to provide investors with liquidity for their shares. At that time, if necessary, Telli will sell

some of its private stock in the open market to pay dividends or buy back Preferred Shares.

Telli anticipates being able to raise sufficient expansion capital initially to generate significant revenues.

Therefore, we expect that our common stock, when listed, will begin trading at a price whereby most

preferred stockholders will elect to convert their preferred shares into common stock and sell some of

their common shares to realize substantial capital gains on their investments.

USE OF PROCEEDS

Once Telli has raised sufficient capital to ensure an ongoing operation, we will use the funds to

Exposure: Place Telli advertising banners on buses travelling throughout Marin County.

Promotion: Mail brochures and fliers to Marin County businesses.

Direct Selling: Contract local professional sales people in Marin County to increase Telli

Marin’s subscription revenues and establish a profitable working model for licensees to emulate.

Expansion: Employ and train a staff of Listing Editors to begin setting up new local Telli Sites.

Growth Management: License the sites to qualified marketing individuals.

Shareholder Liquidity: Prepare legal documentation and audits to file with the Securities and

Exchange Commission as well as documentation for its market makers to file with FINRA and

return Telli to trading its shares on one of the stock exchanges to provide liquidity for our

shareholders and raise capital if necessary.

Major Funding: Complete an EB-5 private placement containing economic and due diligence

reports to raise capital through an EB-5 Investment program. See, Exhibit 2, Page 19.

On-Going Funding: File Franchise Disclosure Documents with the Federal Trade Commission

and the Commissioner of Corporations of the various states that require state filings for the sale

of franchises and begin selling franchises for Telli mini sites and Telli site geographical areas.

BASIS FOR MASTER PLAN REVENUE PROJECTIONS (see Exhibit 2, Page 17)

(Monthly Cash Flow Projections, supporting documentation, and Financials are available.)

Our revenue projections are based on the total number of businesses that become subscribers to Telli

local site advertising platforms at $19.95 per month, Telli creative and design services for a minimum of

$295 per TelliPage (20 percent of subscribers), banners at $15.95 per month (20 percent of subscribers),

and fees to maintain TelliPages on behalf of subscribers at $50 per month (20 percent of subscribers).

We estimated that 5 percent of the new businesses downloaded to Telli local sites from telephone

installation records will acquire advertising subscriptions within a year of being listed.

NOTE: We based this 5 percent figure on each Telli Site local advertising sales representative

selling only 50 subscriptions per month, with another 10 subscriptions generated from

within the sales representative’s territory as a result of businesses listed in Telli signing

up directly through the local Telli site and creating their own TelliPages.

We took 5 percent of the total new businesses that subscribed each year and divided this number by 12

(8.33 percent) to reflect the actual monthly New Subscriber Capture Rate. To these monthly figures, we

added the subscribers from the previous month who continued to maintain their monthly subscriptions.


Finally, we added in a 2 percent monthly increase in the number of new subscriptions each month from

new subscribers not listed with the local phone company who added their own listings to a Telli site as

a result of local advertising and promotional programs conducted by Telli, local word of mouth

advertising, and referrals from Google and the other major search engines.

RISK FACTORS

The following risk factors could affect the ability of the owners of Telli local sites to match the income

targets outlined in our projections.

Telli site owners and their advertising representatives are not networking sufficiently in their

areas to support businesses and fail to meet advertising subscription revenue benchmarks.

Telli site owners are unable to find creative designers with the necessary advertising and design

skills to create effective, professionally designed TelliPages.

Major players in the Internet search and advertising business with substantially greater resources

than Telli and its site owners decide to reorganize their business models and compete with Telli

by opening personalized local Internet service offices similar to Telli.

Major search engines decide to cease including Telli local listings on their sites.


EXHIBIT 1

Bridge Financing


BRIDGE FINANCING

Telli’s Expansion

Guinness Telli*Phone is laying the groundwork to raise capital to begin a major expansion program to

establish Telli Local Information Sites in areas throughout the United States, similar to its prototype

Telli Marin at www.telli.com.

Telli will establish the sites with all local listings and enter them under Telli’s extensive micro

categories. As the sites are established, Telli will license them to qualified marketing people who live in

the areas served to manage and grow the sites as their own businesses. (See, www.telli.com/summary.)

Potential Sources of Funding

We have identified three sources of major funding.

1) Return Telli to trading on the exchange and provide liquidity for its common stock to make the

sale of its 5-Year Convertible Preferred shares more attractive to potential investors.

2) Generate funding through an EB-5 investment program. See Exhibit 2, Page 19.

3) The sale of franchises to manage Telli Local Sites.

Bridge Capital to Begin Growth

We are raising $500,000 of bridge financing to generate sufficient ongoing revenues to gradually build

our operations and demonstrate Telli’s market potential, while preparing documentation for major

funding.

1) Begin marketing Telli in Marin County to increase revenues for Telli Marin substantially.

2) Establish Telli Sonoma to benefit from Telli promotions in and around Marin County. (There are

many businesses located in Sonoma that provide services for people in Marin; contractors, etc.)

3) Establish Telli Napa to complete Telli’s comprehensive coverage of the North Bay region.

To raise the bridge capital, Telli is selling Class B, 5-Year Convertible Preferred shares at $1 per share

to qualified investors with each share paying an annual cumulative dividend of 10 percent, calculated

from the date an investor purchases the shares. Within the 5-year period, investors may convert each

Preferred Share into 10 Common Shares of Telli stock.

Preparation of Documentation for Major Funding and Investor Liquidity

1) Prepare legal documentation and audits to file with the Securities and Exchange Commission as

well as documentation for its market makers to file with FINRA and return Telli to trading its

shares on the OTC to raise capital and provide liquidity for its shareholders.

2) Complete an EB-5 private placement containing economic and due diligence reports to raise

capital through an EB-5 Investment program.

3) File Franchise Disclosure Documents with the Federal Trade Commission and the Commissioner

of Corporations of the various states that require state filings for the sale of franchises.


http://www.telli.com/summary


BRIDGE FINANCING CASH FLOW STATEMENT


Notes to Bridge Financing Cash Flow Statement

1) Revenues - taken from Telli Master 5-Year Cash Flow Statements.

2) Financing - Legal & Fees is the estimated cost of securing financing for Telli's expansion.

3) The cost of Computers, Furniture & Fixtures is calculated at $2000 per worker and spread over

a two month period.

4) Business Development Consultants are people managing local promotions and conducting area

advertising seminars.

5) Office Assistant - supports managers, in-house mailings, and general office administration.

6) Programming Fees - Contract fees paid to outside programmers to program Telli system software

upgrades and enhancements.

7) AT&T Area Listings - Telli expects to begin setting up Sonoma County (24,000 listings) in

September 2014 and Napa County (8,000 listings) in November 2014.

8) AT&T Listing Updates - Calculated monthly for Marin County and then increased when Sonoma

and Napa Counties are established (north of Marin).

9) Supervising Editor - Listing Editor who will be trained on the job and become Supervising Editor

to train and supervise Listing Editors.

10) Listing Editors - Listing Editors are given specific assignments by Supervising Listing Editor (a

number of part time editors who work at home).

11) Assistant Editors - Assistants for Listing Editors and being trained to become Listing Editors.

12) Sales Representative Marin - Advertising Representative trained to become a Director of Sales

and Marketing to supervise all Telli Sites. This person will be paid a base salary plus commission.

(The Director of Sales will contract and train Advertising Representatives to work specific sales

territories who may be paid only a commission on the sales revenues they generate.)

13) TelliPage Creative Fees - $100 paid to a design professional to create a TelliPages for

subscribers. (calculated as a % of revenues)

14) Advertising Creative Fees - Fees paid to design professionals to assist with the development of

Telli advertising and promotional materials.

15) Banners - Placed on the back of buses (21" x 60") travelling throughout the area to provide

exposure for Telli in the communities served & support selling campaigns.

(The estimated cost of placing large banners on the sides of buses is $575 per banner per bus per

month.)

16) In-House Mailings - 8.5" x 11" folded mailing cards produced in our offices and distributed to

targeted businesses throughout the area (1,000 per week).

These mailings will be custom designed and sent to businesses that Advertising Representatives

plan to visit and to new businesses listed in Telli.

17) Office Expense - (paper, postage, travel, communication, etc.) is based on the number of square

feet of office space.

18) EB-5 Private Placement - the cost to create a due diligence package, economic feasibility study,

and private placement to attract EB-5 investment capital.

19) Legal & Audit - The cost of preparing filings for the Securities and Exchange Commission to

return the trading of Telli Shares on one of the Exchanges (2014).

20) Dividends on Financing - Dividends payable on Preferred Shares sold to raise financing.


EXHIBIT 2

EB-5 Immigrant Investor Program


EB-5 IMMIGRANT INVESTOR PROGRAM

Guinness Telli*Phone is laying the groundwork to raise significant capital to begin a major expansion

program to establish Telli Local Information Sites in areas throughout the United States, similar to its

prototype Telli Marin at www.telli.com.

Preparation for EB-5 Funding

We are raising $500,000 of bridge financing to generate sufficient ongoing revenues to gradually build

our operations and demonstrate Telli’s market potential, while preparing documentation for major

funding. (See, Bridge Financing, Exhibit 1, Page 15 click on www.telli.com/bridgefinancing)

Begin marketing Telli in Marin County to increase revenues for Telli Marin substantially.

Establish Telli Sonoma to benefit from Telli promotions in and around Marin County. (There are

many businesses located in Sonoma that provide services for people in Marin; contractors, etc.)

Establish Telli Napa to complete Telli’s comprehensive coverage of the North Bay region.

Licensees will be responsible for site operations and marketing, as well as maintaining personnel to

promote their sites and provide local businesses with personalized ad and web-design services.

Licensees will manage their sites remotely on computers or laptops using Telli Administrator software

tools at a secure Telli URL.

Telli will 1) administer the investment in each site and oversee the management of site operations; 2)

maintain the servers and keep the software current with new developments; 3) provide licensees with

marketing, training, guidance, and advertising support; and 4) collect and distribute all revenues through

its automated online subscriber payment system.

Growth through EB-5 Funding

Qualified investors who wish to obtain EB-5 Visas can invest in the establishment and maintenance of

mini sites similar to Telli Marin in other geographic areas. Each site will generate over 10 new full-time

jobs in the areas of Internet site management, web development, and marketing.

Telli proposes to offer 5-Year Convertible Preferred Shares to EB-5 investors under the same terms and

conditions as the Class B Preferred Shares it is presently selling to investors.

Investors purchase the Preferred Shares at $1 per share and may convert the shares and the accumulated

dividends into Common Shares at a 1:10 ratio at their option within a 5-Year period.

For example, at the end of one year from the date an investor purchases 10,000 shares of preferred

stock, for a total purchase price of $10,000, the shares will have accumulated a 10 percent dividend

of $1,000. At the end of this first year, the investor may elect to convert his or her investment in the

preferred shares into 110,000 shares of Telli’s common stock (10 cents per share).

Once Telli gains momentum and is able to announce successful results from its expansion, it will file a

Form 10 with the Securities and Exchange Commission to return to trading its Common Stock on the

exchange to provide investors with liquidity. At that time, if necessary, Telli will sell some of its private

stock in the open market to pay dividends or buy back Preferred Shares.


http://www.telli.com/bridgefinancing


EB-5 CASH FLOW STATEMENT


Notes to EB-5 Investment Cash Flow Statements

Introduction

Guinness Telli*Phone maintains internal cash flow statements that reflect various methods of operation

and updates them continually to reflect changes and developments in the Internet search and advertising

marketplace and results from the research and development of Telli Marin.

The expansion plan favored as having the greatest impact on our growth with the least amount of risk

and expense involves establishing Local Telli Sites in new areas on behalf of EB-5 Investors and then

licensing each local site to a qualified marketing person (Telli Site Manager) who lives in the area

(“TSM”).

Telli advises and oversees the establishment and management of site operations, maintains the servers,

keeps the software current with new developments, provides marketing support, and collects and

distributes all revenues through its automated payment system for a percentage of the revenues.

In this way, the Company resembles an incubator establishing Telli Local Sites on behalf of TSMs and

then providing them with the training, marketing, and advertising support to manage the online sites.

Owners are responsible for site operations and marketing as well as maintaining personnel to promote

their sites and provide businesses with personalized ad and web-design services. They manage their

sites remotely on computers or laptops using Telli Administrator software tools at a secure Telli URL

The plan is similar to a franchise operation but since the Company is not requiring TSMs to invest

capital as a condition of obtaining a license for their area, it does not fall under the extensive and

expensive legal requirements and conditions of conducting a franchise operation in most states of the

United States, including California.

However, later, if we chose to franchise the Telli sites, the overhead in our cash flows would be

considerably lower and the profits to Telli much greater due to franchisees investing their own capital in

their operations.

The six part pro forma and cash flow statements plus graphs outline the expansion of Telli through an

EB-5 investment operation. Initially we begin with capital raised from the sale of 5-Year Convertible

Preferred Shares paying an annual dividend of 10% and then, $5 million raised from EB-5 investors. In

return for the EB-5 investment, we offer EB-5 investors 5-Year Convertible Preferred Shares paying an

annual dividend of 10%.

Overview of Pro Forma Statement Sections (6 Sections)

The Statements consist of six sections supported by facts contained in a separate document, “Telli Local

Site Operations”.

Section 1: Statistics on the various counties in the State of California and an overview of U.S.

Advertising Statistics with projections of the total potential revenues generated from

various Telli Products.

Note: After completing the State of California, we will begin establishing Telli Local Sites

in adjoining states as we move in both a Northern and Southeastern direction.


Section 2: Projected revenues generated from the various counties in California over a five-year

period. This projection serves only as a comparative model showing all areas of California

operating simultaneously.

Section 3: Expenses – A breakdown of expenses to set up Telli Local Sites and conduct a licensed

operation. Expenses for a TSM to manage the operations of a sample Telli Local Site

(population 250,000 generating over $6 million annually from yellow pages advertising)

are included near the bottom of the page.

Section 4: Cash Flow Statements – Detailed 5-Year Cash Flow Projections of the growth and

operation of Telli Local Sites throughout the State of California and beyond.

Section 5: Summary – Year by Year summary for 5-Year Cash Flow Projections.

Section 6: ROI – An outline showing the projected return on investment for existing common

stockholders, preferred shareholders, and EB-5 investors based on the calculations

contained in the Cash Flow Statements.

Detailed Notes on Section Four of Cash Flow Statements

AREA SET-UP OF TELLI LOCAL SITES

New Editors Added: This shows the number of editors hired by Telli to take the initial listings supplied

by AT&T, download them to the Telli Servers, and expand the listings into Telli’s extensive

micro-categories.

Note: For qualified TSMs willing and able to assume the responsibility of managing the set up

for their Licensed Areas at their own expense, TSMs will receive 50% of the monthly gross

advertising income.

Although the total revenues paid through a royalty arrangement are much greater, the profit for

Telli and its investors is much greater. The reason is that we pay out less to operate each site

initially, which allows us to establish a greater number of new Telli Sites at a faster pace. With

more sites, overall revenues are greater and total profits more substantial within the first five to

ten years.

Total Number of Editors: The accumulated total of Telli Listing Editors on staff.

New Listings Entered: The number of businesses entered each month by the Listing Editors to establish

Local Telli Sites. The “Unit Amount” of 2,500 reflects the number of listings completed by each

Telli Listing Editor per month.

Note: We began the first month by including the approximate number of businesses already

entered for Telli Marin (20,000) at www.TelliMarin.com.

The New Businesses Entered do not include the number of businesses not listed with AT&T that

do not appear in the Yellow Pages Directory but will list themselves directly through the Telli

Local websites or, in the case of attorneys, doctors, insurance agents and real estate brokers, etc.,

are picked up by our editors from their company websites.

http://www.tellimarin.com/


Small businesses that will list themselves include businesses operating through cell phones,

service businesses operating from their homes, businesses located outside an area but conducting

business in the area (e.g. construction companies and repair people, decorators, etc.).

The Marin Yellow Pages Directory contains approximately 16,000 listings and generates $6

million annually in advertising revenues. Major chain and department stores do not advertise

in the Yellow Pages because they cannot post new products, specials, and discounts. Presently

there are over 21,000 listings in Telli Marin.

Accumulated New Listings Entered: The total number of businesses entered by Telli Listing Editors in

Telli Area Sites.

Total Listings Entered in All Sites: The total number of businesses listings entered into Telli Area Sites

by Telli Listing Editors, including Telli Marin Listings.

Note: We expect to complete the State of California by the beginning of the third year and then

move into other states.

# Of Subscriptions – Accumulated Total: The total number of businesses subscribing to Telli’s

Promotional Program at $19.95 per month.

Note: We estimate that 5% of the total new businesses listed in Telli Sites by Telli Listing

Editors will acquire Telli Subscriptions within a year. Therefore, we have taken 5% of the total

number of businesses that will become Telli Subscribers within a year and divided this number

by 12 (8.33 %) to reflect the actual New Subscriber Capture Rate in any one month. To each

month, we add the total subscribers from the previous month to show the total number of

subscribers each month.

Finally, we added in a 2% monthly increase in the number of new subscriptions the Company

anticipates generating each month from:

a) the effect of local social networking and promotional programs conducted by TSMs,

b) word of mouth advertising, and

c) referrals from Google and other major search engines.

# Of New Subscriptions: The total number of new subscriptions sold to businesses each month.

Note: We base these numbers on an Advertising Sales Consultant selling only 50 subscriptions

per month with another 10 subscriptions per month added from businesses signing up directly

through the Local Telli website from local advertising and direct mail promotions as they do at

this time in Telli Marin.

Percentage of Subscribers to Total Listings Entered: These numbers represent the percentage of

businesses that subscribed to the Telli Advertising Platform at $19.95 per month compared to the

total number of businesses listed in Telli Sites.

Advertising Sales Personnel Required: This figure represents the number of Advertising Sales

Consultants managed by TSMs to sell the required subscriptions necessary to maintain their

Licenses.


Note: We have calculated that only 33.3% of new subscribers will opt to commission us to create

TelliPages on their behalf; the other 80% will create their own pages (See, “Creative Revenue”

below under “REVENUE”).

Note: TSMs may retain a number of Advertising Sales Consultants through a variety of

commission arrangements only. These Advertising Sales Consultants may work for other

organizations, maintain a small sales territory within the area a Telli site covers, work part time,

etc. A commission paid without base salary is usually around 30% of sales.

Contracting Advertising Sales Consultants on a commission only basis will ultimately make

more that if they chose to take a base salary, as mentioned before, Telli’s initial cost to ramp up a

Telli Site will be less and the Company will be able to increase the number of Telli Area Sites it

can establish, thus, increasing the profits during the first five to ten years.

BEGINNING CASH: This is the amount of cash the Company is able to maintain at the beginning of

each month. It is carried forward from the previous month’s ENDING CASH at the bottom of

the page.

NEW CAPITAL – SALES OF CONVERTIBLE PREFERRED SHARES: This is the total capital

Guinness anticipates generating from the sale of its Convertible Preferred Shares to begin

expansion into new areas.

Note: Investors purchase 5-Year Class B Preferred Convertible Shares at $1.00 per share. Each

Preferred Share pays an annual dividend of 10% and holders may convert the Preferred Shares

into the Guinness Common Stock at the rate of 10 common shares for each share of preferred.

REPURCHASE OF PREFERRED SHARES: This section reflects the Telli’s repayment of the

principal amount owing on the Preferred Shares; assuming the investors do not convert into the

Company’s common stock.

Note: This Cash Flow reflects that the Company will pay off the Preferred Shares entirely at the

end of the 4th

year of operations. However, it may pay off smaller amounts periodically to reduce

the amount of dividends paid. This may encourage investors to convert their shares into common

stock before the end of the five-year period.

NEW CAPITAL – EB-5 INVESTMENTS: This is the amount of EB-5 capital the Company expects

to raise for the establishment of new Telli sites. The formula (trigger) used to determine when

new capital is needed is based on when the Company’s monthly cash goes below $500,000.

Note: Investors will receive 5-Year Class C Preferred Convertible Shares at $1.00 per share.

Each Preferred Share pays an annual dividend of 10% and holders may convert the Preferred

Shares into the Guinness Common Stock at the rate of 10 common shares for each share of

preferred.

REPAYMENT OF EB-5 INVESTMENTS: This section reflects the repayment of the principal

amount owing on the EB-5 Preferred Shares; assuming the investors do not convert into the

Company’s common stock.

Note: This Cash Flow reflects that the Company will pay off the EB-5 Preferred Shares entirely

at the end of the 4th

year of operations. However, it may pay off smaller amounts periodically to


reduce the amount of dividends paid. This may encourage investors to convert their shares into

common stock before the end of the five-year period.

NEW CAPITAL PREFERRED SHARES OUTSTANDING: This item is the monthly balance of

principal outstanding on the Class B Preferred Shares sold to raise initial capital to begin

expansion into new areas.

EB-5 INVESTMENT OUTSTANDING: This item is the monthly balance of principal outstanding on

the Class C Preferred Shares offered to EB-5 Investors.

REVENUE: Advertisers pay for all services up front by entering credit card information on a Telli

Local Site through Telli’s Automated Billing and Payment System. Telli carries no receivables.

We process monthly subscription payments automatically and continue to do so until a business

informs us to cancel its subscription. If a credit card expires, Telli sends an automated email to

the subscriber asking that he or she update the credit card information online by clicking on a

link displayed in the body of the email.

The automated Telli Billing and Payment System processes all payments, collects all revenue,

and distributes electronic commission payments to all TSMs directly into their respective bank

accounts. All billing and payment records are available to TSMs online at all times through their

Telli Administrator Program.

Subscription Revenue: This shows the projected revenue generated by Telli for TelliPage Advertising

Subscriptions. This figure includes subscriptions for businesses to display TelliPages on Telli’s

Advertising Platform but it does not include the revenues from the creation of TelliPages by Telli

designers on behalf of Subscribers (See “Creative Revenue” below).

We project that 5% of new businesses listed in a Telli Local Site will purchase a subscription to

the Telli Advertising Platform and continue to subscribe each month thereafter (See above: “# of

Subscriptions – Accumulated Total”).

From our experience with Telli Marin, we found that, on the average, for every four businesses

that purchased a subscription, one purchased a prepaid annual subscription while the others paid

for their subscriptions on a month-to-month basis. Therefore, three monthly subscriptions at

$19.95 per month and one annual prepaid subscription at an annual rate of $199 or $16.58 per

month represents an average monthly subscription income rate of approximately $19.11 per

month per subscription.

Banner Revenue: This section projects the revenue generated from advertisers that desire click-through

advertising banners or buttons placed on designated Telli Category Pages. We have found that

Telli Advertising Banners increase an advertiser’s page views by 20%.

We will charge $15.95 for 1,000 impressions (the number of times the banner shows up on a

page viewed by an End User). We will not charge any click-through fees (the number of times

End Users click on banners directing them to TelliPages or website pages). Through our

experience with Telli Marin, we expect that an average of 10% of Telli Advertising

Subscribers will purchase an average of four banners every month.

Note: To this date, we have not offered banners to businesses that are not subscribers to the Telli

Advertising Platform but we plan to let TSMs offer banners to local businesses that are not


advertisers as an incentive to encourage them to become subscribers to the Telli Advertising

Platform. We did not consider these potential revenues in our Cash Flow projections.

Creative Revenue: This shows fees charged for TSMs to create TelliPages on behalf of subscribers. The

minimum suggested fee is $300 per TelliPage. From our research through Telli Marin we

calculate that a minimum of 33.3% of subscribers are prepared to pay at least $300 for our

professional design experience in creating TelliPages

Web site designers charge an average minimum of $500 to create a simple, single website page.

Note: Viewer traffic directed to businesses with TelliPages in Telli Marin is over 10 times

greater than traffic directed to businesses without TelliPages; whether or not they display website

links with their listings.

TelliPage Maintenance Revenue: This shows the basic fees charged for TSMs to maintain and update

subscriber’s TelliPages and banners on their behalf. We estimate that 20% of the Subscribers

who contract us to create their TelliPages (2.4% of Advertising Subscribers) will want us to

update and maintain their TelliPages on a monthly basis.

Income 6-month CD Investments (Average): This shows the interest income generated by the Company

through investing the proceeds from the sale of its Preferred Shares in secure CD’s until we need

the funds. It also reflects the interest income generated by the Company through investing cash

from revenues that exceed the Company’s required working capital from time to time. We

calculate an average annual interest rate of 3% from these investments.

AREA EDITORIAL LISTING EXPENSES: This outlines the cost of establishing Telli Local Sites

containing local listings.

Area Listings Set-Up: This is the costs for downloading all local business phone connections supplied

by AT&T and placing them into Telli’s Micro-Categories to establish Telli Local Sites in

preparation for licensing them to TSMs. The Company estimates that it costs $1.57 per listing

and we show a breakdown of these expenses in the EXPENSES section of the pro forma

statements under the heading “AREA SET UP EXPENSE.”

ADVERTISING EXPENSES: These are the expenses for Telli to support Telli Area Sites by mailing

out consumer advertising pamphlets to all households in the area immediately after a Telli Local

Site is established and then again each year thereafter.

Telli Consumer Local Advertising: The Company calculates spending $.50 per mailing piece, with a

0.15% annual cost increase. We base the number of mailing pieces delivered on the multiple of

five households for every business listing in the area. (See, “Consumer Annual

Advertising/100,000 households” in the EXPENSES section).

In the Cash Flow statement, we have a calculated a ramp up time of three months to establish

new Telli Local Sites before mailings are distributed. We will repeat consumer promotional

mailings for all areas on an annual basis.

Note: For example, there are approximately 20,000 business listings in Telli Marin and there are

approximately 100,000 households in Marin County. On the average, this ratio holds true for all

other counties in California.


ADMINISTRATIVE EXPENSES: This is the cost of managing and overseeing Telli Local Sites as

well as managing major Telli Advertising Programs for national organizations.

Note: We approached a selected number of national retailers (e.g. Safeway, Best Buy, etc.) about

having their individual stores use TelliPages to promote special offers for each of their store

locations. (e.g. Each Safeway in town can list new specials every morning that would be

different from specials offered by other Safeway’s in the area.)

Management of the organizations expressed great interest is using TelliPages but since Telli was

operating only in Marin County, they felt that the cost to establish such an ongoing program and

train their store managers to use TelliPages in such a small area was too great to justify working

with us at this time. They pointed out that when we have expanded into a greater number of areas

to make it more cost effective for them to participate, they would welcome the opportunity to

develop and manage local targeted TelliPages for each of their retail locations.

A program such as this would require negotiating an individual contract with the head office of

each major retailer. Therefore, although we have included the cost to promote and manage this

program with major retailers in our in our Cash Flow Statements under Administrative and TSM

Support Personnel salaries, we have not included the revenues generated from such a program

or the share of TSM royalties.

We will include these revenues once we reach the required “critical mass” of area penetration

and are able to assess the potential return for the Company and formulate the share for TSMs

who call on the individual store managers and provide product support. We expect to be able to

launch this program by the end of the first year of operations and modify our cash flow figures

accordingly.

Note: Based on the size of the Internet Advertising Marketplace in the United States generated

by major corporations that service local areas through distributors and retail establishments, we

expect this revenue to be significant and have a major impact on the growth of Telli revenues.

Note: Major retail corporations with multiple retail outlets do not advertise in the local yellow

pages directories due to the stagnant nature of the medium.

Administrative Salaries: This shows the salaries paid to the management of Guinness Telli*Phone

Corporation. We show a breakdown of these salaries in the EXPENSES section of the pro forma

statements under “Administrative Salaries”.

Note: We base the monthly calculations on the total Annual Administrative salaries divided by

12 months and then divided in half again to reflect ramp up of new areas. We base the size of an

Administrative team on areas of 100,000 business listings and calculate the monthly expense

based on the new listings for any month plus the Administrative salaries for the previous month.

We have allocated a 0.15% increase to cover performance bonuses and inflation.

Administrative Area Sites Support Personnel: These are the expenses of Telli to train, update, oversee

the performances of all TSMs, and provide support services. We have outlined he breakdown of

TSM Support Personnel in the EXPENSES section of the pro forma statements.

Administrative Office Expense: This shows the total expenses, including office rent, legal and audit, to

be paid by Telli as detailed in the EXPENSE section of the pro forma statements under the

heading “Administrative Expenses.”


Note: We calculate Administrative Expenses based on a percentage of the total Administrative

and Administrative Area Site Support salaries paid.

Local Site Operational Expense: These are the salaries and expenses to operate the Telli Area Sites as

outlined in the EXPENSE section of the pro forma statements.

Area Server Fees & Expenses: These are the costs relating to the size and maintenance of the servers

necessary to maintain all Telli Areal Sites.

Programming Expense – Software Upgrades: These are costs associated with maintaining our servers

and constantly updating our programming systems as well as developing new programs to keep

ahead of the completion. We have projected a 0.15% annual increase.

Fees Paid for New Capital EB-5 Capital ($5 million): These are the fees paid for the preparation and sale

of the EB-5 Investment (10% of the capital).

Repayment of Bridge Loan: The Company is raising $250,000 for a bridge loan to proceed in the

marketplace and raise the $2 million from the sale of its Preferred Shares.

New Capital Annual Dividend Payments: These are the amounts paid annually on the outstanding

principal of the Preferred Shares at a 10% annual dividend rate.

EB-5 Annual Dividend Payments: These are the amounts paid annually on the outstanding principal of

the EB-5 Investment at a 10% annual dividend rate.

PURCHASES – Furniture and Equipment: These are amounts paid to purchase furniture and

equipment for Administrative Staff, TSM Support Personnel, and Listing Editors as outlined in

the EXPENSE section of the pro forma statements under the heading Administrative Capital

Expense.

Administrative Furniture and Equipment: This is the cost to purchase computers, answering machines,

fax machines, and other office equipment and furniture used by Administrative staff. We based

our calculations for Administrative Equipment on a percentage of salaries paid.

Editorial Furniture and Equipment: This is the cost to purchase equipment used by Listing Editors. We

based these calculations on $2,000 for each editor contracted from time to time.

Area Sites - Equipment: This is the cost to purchase furniture and equipment for the operation of Area

Sites. We based these calculations on $2,000 for each editor contracted from time to time.

Note: We anticipate that there will be no significant office rent to maintain editors since, after

training; they will work from their homes and telecommute with head office.

We will track all work done by listing editors through the Telli Administrative Programming

System.


EXHIBIT 3

Return on Investment - ROI


RETURN ON INVESTMENT – ROI