Netoven LLC Final Oct 2013

Company Proprietary Information 1/35
This business plan shall not be duplicated, used, or disclosed in whole or in part for any
purpose other than for evaluation of this company to make an investment
Company Proprietary Information, 2013

Netoven LLC

The Internet Gateway for Information and
Expedited Connections (Personal, B2B, B2C)
Delivered Everywhere

Gateway to the Internet
Doorways to your Desires



Table of Contents

Executive Summary Page 3
Current Environment Page 4
The Netoven Advantage Page 6
Markets, Products and Services Page 8
Technology Page 12
Risk Factors Page 13
Company Organization Page 23
Implementation Schedule Page 26
Financials Page 27
Investment Required Page 32
Financial Statements Page 33



Executive Summary

No longer should users have to repeatedly enter their id and password when going from one
Internet location to another and fearful of critical information loss to identity thieves. Users
shouldnt have to endlessly search unknown and unsafe alleys of the Internet in order to obtain the
information, products and services desired. A new service powered by Netoven will deliver the
Internet gateway that quickly and easily facilitates passage through doorways that satisfy user
desires in a safe, secure and effective manner. Netovens implementation of state-of-the art
technology, which includes easy entry and seamless navigation, safe and secure user ID, and
secure metadata coding will open a whole new world of information and virtual transactions in
greater abundance than any other service in existence today.
Netoven is seeking an investment of $3.5 Million to capture market share in the more than
$115 Billion dollars a year Digital Ad revenue stream. Digital advertising revenue is available to
any Internet search and display provider that can capture the hearts and minds of users in their
hunger for desktop and mobile delivery of information, products and services. Large numbers of
companies have already succeeded in this industry and many more are doing so daily. Netovens
business plan and execution team is poised to deliver the search and display capability highlighted
above that will also achieve profitability with an initial capture of only less than 1% of this very
large and lucrative market. Netoven has a winning team under a visionary CEO, backed by an
experienced international development team that has delivered for countless other Fortune five-
hundred companies, and an expert business intelligence analyst with demonstrated IT strategic and
business planning experience to help guide the company in the most advantageous direction.



Current Environment

There are millions of websites on the Internet and many more emerging daily. Existing
users and anyone new to the Internet are faced with challenges of navigating an uncharted
wilderness fraught with wolves, sharks, and identity thieves. Purchasing an item on the Internet
poses a dilemma as to which dealers site should be accessed and trusted, whether ones money and
identity information are safe to give out, and whether a quality product will even be delivered when
needed.

Individuals that want to sell a car on the Internet are faced with a wide variety of choices
from which to complete the transaction. Sellers can choose Craigslist, Ebay, WeBuyAnyCar.com,
CarCash.com, CarMax, etc. There is no single independent source to help an individual determine
which avenue will provide the best results should the seller want a quick no hassle sale, or the

maximum amount of return, and most importantly a safe riskless transaction. This is just one
example of thousands of perplexing choices Internet users face daily in the Wild West environment
of executing some action on the Internet.
Currently, getting the latest news and events from local, regional, national, or international
venues can be difficult, time consuming and slowed by pop-up ads and on-line marketers. Getting
medical advice on-line could be hazardous since it is unclear who you can trust and one can easily
get inaccurate information and biased guidance from medical product manufacturers, non-
professionals, or other unsure sources.
Every website is positioned to collect personal, confidential, and financial information
which should raise fears that ones information will be sold to others and potentially end up in the
hands of identity thieves. User browsing behavior is also routinely collected so pop-up ads and
sales pitches can be delivered quickly to entice someone to perform an impulse action. The
unwitting Internet user has made it easy for anyone for free or a small fee to easily obtain almost
any information about a user (i.e. name, telephone numbers, addresses, criminal records, buying
preferences, demographics, etc). Netoven believes that information and personal/business
connections can be delivered quicker, more effectively and in a very safe and secure manner than
currently exists today.

The Netoven Advantage
Netovens free service facilitates user navigation throughout the Internet unlike and in a
more satisfying way than other Internet search and display providers. Netovens gateway opens
wide a users entry into the Internet universe so navigation for information is quick and easy,
personal and business connections are fast, quality products and services can be obtained from
trusted sources reliably, and users have confidence that their information and actions are safe and
secure. Users begin in the Gateway welcome screen from which all desired actions are achieved.
Initially, users complete an online questionnaire to establish their account identity and what they
want to do on the Internet. Netoven applies the user responses from the provided profile to develop
and deliver a users Gateway welcome screen and selection of doorways so their desired and
predominantly routine actions can be quickly and easily performed. The assortment of doorways
represents actions that most people commonly desire to perform. For pictorial representation only,
an assortment of doorways might include the following:

Within a given doorway an additional set of choices are available to provide further
assistance to tailor the users selection. The choices available will be continually developed and
refined from user operating data, surveys and focus groups, and applied using artificial intelligence
methods to deliver a tailored set of services from the full assortment of most commonly performed

user actions. For example, if the Health doorway is chosen, the user will be asked if they desire to
search medical advice and have connections set up automatically to access their physicians and
healthcare insurance provider sites. Netoven easily and quickly moves users from the Gateway
through the doorways to perform desired actions. In contrast to the search and login barriers
present in existing stove-piped and independent sites; Netoven facilitates information flow and the
transition from each service without having users log into and individually enter separate
information to each site, while assuring the safety and security of the users information.
Facebook, Twitter, and Email providers each separately provide what will be integrated and
available through Netovens Personal Connections doorway. Likewise, Amazon, Online
Auction sites, and retailer sites currently provide what will be more readily and safely available
through the market (products) doorway, again without having to locate and log into each site
individually. These doorways would be available through Netovens gateway on a desktop, laptop,
and tablet, in addition to being easily accessible on someones phone by pressing a keypad number
(0-9) corresponding to the doorway desired.
Users are able to further self customize and arrange the gateway and doorway displays
suited to their personal preferences in addition to updating their profiles for Netoven to add new or
modify existing connections. Users will no longer be confused where to safely go on the Internet,
they will be quickly connected to those sites that have consistently demonstrated to Netoven their
ability to provide the information, products, and services users desire. Customer relationship
management and analysis of collected business intelligence will be a key driver used by Netoven to
determine those sites that are more effective and reliable for users. Users that are already
comfortable and have a history with existing Internet sites will be able to continue to access and use
them seamlessly either from the gateway welcome screen or through the doorways. Netoven will
also create new sites to hold content generated by users, retailers, publishers, etc. that are not well
supported in the current marketplace.
How can Netoven assure greater security and comfort? Netoven does not sell or distribute
collected user information. User data is separately maintained and expressly held behind Netovens
secure data environment. Netoven provides to the outside a User identity cover that protects an
individuals identity. Only the minimum amount of user information needed is provided externally
to support transactions and to maintain trust between the parties.
Another technology that Netoven will employ is secure coding of digital objects and files
metadata. A detection script will be attached to digital things as they are distributed around the

Internet. This will allow monitoring of objects that have important properties (copyrights,
proprietary information, time sensitive data, etc.) to be tracked with the individuals that interact
with those objects.

Markets, Products and Services
Markets

Netoven will initially pursue those markets that are presently underserviced but have
large market potential in addition to opening up new markets that currently dont exist. For
example, various phone companies have targeted middle age to elderly individuals with a simple
and easy to use mobile phone service. Netoven considers this age group also very underserviced for
easy and safe Internet access. Over 77 million people are now from the baby boomer era (born
between 1946 and 1964). This senior age group is the largest in size and percent of the U.S.
population. Those aged 55 and greater control more than three-fourths of Americas wealth
(ICSC). Although they have seen a decrease in their median family net worth, they still have a net
worth 3x that of younger generations (Economic Policy Institute). AARP, a non-profit advocate for
those in the 50+ age group claims membership of approximately 38 million members and has
shown how successful and revenue generating servicing this market group can be. AARP's 2008
Consolidated financials show that it was paid $652,000,000 in royalties from insurance companies
that sold products referred by AARP, and also received an additional $120,000,000 for the ads
placed in its publications.
If Internet access was easier and safer, even more baby-boomers would use this as a means
to get information, purchase or sell products and services, and conduct financial transactions. In
spite of the current problems of the Internet, the Boomers are a large user group to market to for
Internet use. One-third of the 195.3 million Internet users in the U.S are adults aged 50+ and
represent the largest constituency group (Jupiter Research). In 2012, baby boomers (47-65) spent
27 hours per week online, 2 hours more per week then Millennials (16-34) at 25 hours per week
(WSL/Strategic Retail). Seventy-two percent of baby boomers have broadband Internet in their
homes (ThirdAge and JWT Boom). Those aged 50+ are substantial owners of smartphones and
access the Internet or check email daily from their device (Pew). Seventy-two percent of adults 55-
63 and even forty-seven percent age 73+ shops online (Forrester). Boomers outspend younger

adults online 2:1 on a per-capita basis (Forrester Research).
The types of activities that can attract 50+ aged users are also diverse. Forty-one percent
of Internet users 50-64 and twenty-seven percent age 65+ say they watch videos online (Pew). The
Internet is the most important source of information for baby boomers when they make major
market purchases, such as automobiles or appliances (Zoomerang). Forty-two percent of all travel
industry purchases happen online, and adults 50+ account for 80% of all luxury travel spending
(Pew Internet and American Life Project). Eighty-two percent of adults aged 50+ who use the
Internet research health and wellness information online (Pew Internet and American Life Project).
The top four online websites for people over 60 are Google, Facebook, Yahoo and YouTube
(AARP). Sixty-five percent of all adult Internet users engage in social media. 27.4 million people
age 55 and over engaged in social networking with nearly 19 million of those using Facebook
(comScore).
Netoven seeks to create a community of users, which is expected to grow partly by
word of mouth. Partnering with existing groups such as linking with AARPs vast senior
membership can also quickly build a customer base when offered an easier to use service with
direct access to AARPs member site and marketing channels. Where applicable, marketing will
also be pursued through major social media sites since Netoven seeks to make the information flow
between social and online B2B and B2C connections easier. Where advantageous, Netoven may
also contribute resources to co-marketing efforts like sponsoring athletes or musicians that have
broad market appeal and can deliver the message of Netovens service benefits.



Products and Services

When a user logs on to the welcome screen, delivered information is provided in accordance
with the users profile. Doorways to quickly access desired social and business connections are
readily available. An example of a welcome screen is shown below:

An example of a screen entered through an Arts and Entertainment doorway and specifically
tailored by a user is shown below. The top portion of the frame has a handy music player, easily
modifiable and visible personal calendar, a set of tabs to access music related connections, a feed
line for priority music news as well as other useful features. The right side has a buddy-list for easy

selection and chat. The left side includes navigation menus to move quickly to those areas of
interest that are regularly used. Like desktops and smart phones, the site is further explored or
browsed by scrolling to the sides.



Technology

Netoven employs a unique and innovative approach to enhance intimacy & loyalty with its
users to provide quick information and connection search and delivery, and ensure users
information security and confidentiality.
- Easy entry and seamless navigation
Netoven will employ an ergonomically designed collaborative platform that provides quick
location, access and retrieval of information; and facilitate quick personal, B2B, and B2C
connections and interactions between and across fixed and mobile platforms. The latest business
intelligence applications and methodology will be employed to determine and implement the most
optimized site that regularly and rapidly delivers users recurring information and completed
actions. Data collected from users website activities, user surveys, and focus groups will aid in
fulfilling and optimizing delivery of user needs.
- Safe and secure User ID
Protecting users personal information will be assured as Netoven employs security design
features that will keep user information confidential, firewalled out of the reach of hackers, and
effectively monitored to identify and address any new and emerging security threats.
- Secure metadata coding
Netoven will employ a secure means to metadata tag digital objects, which will provide the
ability to track these objects (documents, files, etc.) within the Internet and associate this with users
Internet behavior. Knowing users actions and the digital objects they interact with can provide a
means to institute activity based service pricing (i.e., charging user fees to view, hear, and reuse
copyrighted material).



Risk Factors

COMPETITION

We face significant competition from integrated online media companies, social networking
sites, traditional print and broadcast media, search engines, and various e-commerce sites. Several
of our competitors, in particular Yahoo! offers an integrated variety of Internet products, advertising
services, technologies, online services and content that may compete for the attention of our users,
advertisers, developers, and publishers. Like Yahoo! our strengths will also focus on the usefulness,
accessibility, integration, and personalization of the online services that we offer; the quality,
personalization, and presentation of our search results; and the overall user experience with the
premium content provided. Other online service providers including Google, Facebook, Microsoft,
AOL, etc. may initially provide valuable sharing relationships for us to generate ad revenue, but be
serious future competition for Netoven users loyalty and commitment to our Gateway. With these
companies, we compete to obtain agreements with third parties to promote or distribute our
services. In addition, we compete with social media and networking sites, which are attracting an
increasing share of users, users online time and online advertising dollars.
Some competitors offer products and services that directly compete for users with our
offerings, including e-mail, search, sports, news and finance. Similarly, the advertising networks
operated by our competitors or by other participants in the display marketplace may offer
advertising exchanges, ad networks, demand side platforms, ad serving technologies, sponsored
search offerings, and other services that directly compete for advertisers with our offerings. We also
compete with traditional print and broadcast media companies to attract domestic and international
advertising spending. Some competitors and possible entrants may have greater brand recognition
for certain products and services, more expertise in particular market segments, and greater
operational, strategic, technological, financial, personnel, or other resources than we do. Many
competitors may have access to considerable financial and technical resources with which to
compete aggressively, including by funding future growth and expansion and investing in
acquisitions, technologies, and research and development. Further, emerging start-ups may be able
to innovate and provide new products and services faster than we can. In addition, competitors may
consolidate or collaborate with each other, and new competitors may enter the market. Some of our
competitors in international markets have a substantial competitive advantage over us because they

have dominant market share in their territories, are owned by local telecommunications providers,
have greater local brand recognition, are focused on a single market, are more familiar with local
tastes and preferences, or have greater regulatory and operational flexibility due to the fact that we
may be subject to both U.S. and foreign regulatory requirements. If our competitors are more
successful than we are in developing and deploying compelling products or in attracting and
retaining users, advertisers, publishers, developers, or distributors, our revenue and growth rates
could decline.

INTELLECTUAL PROPERTY

Netoven will create, own, and maintain a wide array of intellectual property assets that will
be valuable to our operations and limit competing technologies. Our intellectual property assets
will include patents and patent applications related to our innovations, products and services;
trademarks related to our brands, products and services; copyrights in software and creative content;
trade secrets; and other intellectual property rights and licenses of various kinds. We will seek to
protect our intellectual property assets through patents, copyrights, trade secrets, trademarks and
laws of the U.S. and other countries, and through contractual provisions. We will enter into
confidentiality and invention assignment agreements with our employees and contractors, and
utilize non-disclosure agreements with third parties with whom we conduct business in order to
secure and protect our proprietary rights and to limit access to, and disclosure of, our proprietary
information. We may license in the future, certain of our technology and proprietary rights, such as
trademark, patent, copyright, and trade secret rights, to third parties.
. In a number of international markets, especially those in Asia, Europe, the Middle East and Latin
America, we face substantial competition from local Internet service providers and other portals that
offer search, communications, and other commercial services.
We compete against these and other companies to attract and retain users, advertisers, developers,
and third-party Website publishers as participants in our Affiliate network, and to obtain agreements
with third parties to promote or distribute our services. We also compete with social media and
networking sites, which are attracting a substantial and increasing share of users, users online time,
and online advertising dollars.



DEPENDENCE ON AD REVENUE

The majority of revenue to Netoven is expected from advertisers. Our ability to retain and
grow display and search revenue depends upon:
Maintaining and growing our user base and popularity as an Internet destination site;
Maintaining the popularity of our existing products and introducing engaging new
products;
Maintaining and expanding our advertiser base on PCs and mobile devices;
Broadening our relationships with advertisers to small- and medium-sized businesses;
Successfully implementing changes and improvements to our advertising management
platforms and obtaining the acceptance of our advertising management platforms by
advertisers, Website publishers, and online advertising networks;
Successfully acquiring, investing in, and implementing new technologies and strategic
partnerships;
Successfully implementing changes in our sales force, sales development teams, and
sales strategy;
Continuing to innovate and improve the monetization capabilities of our display
advertising and mobile products;
Effectively monetizing mobile and other search queries;
Continuing to innovate and improve users search experiences;
Maintaining and expanding an Affiliate program for search and display advertising
services; and
Deriving better demographic and other information about our users to enable us to offer
better experiences to both our users and advertisers.

In most cases, our agreements with advertisers will have a term of one year or less, and may
be terminated at any time by the advertiser or by us. Search marketing agreements often have
payments dependent upon usage or click-through levels. Accordingly, it is difficult to forecast
display and search revenue accurately. In addition, our expense levels are based in part on
expectations of future revenue, including occasional guaranteed minimum payments to our
Affiliates in connection with search and/or display advertising, and may be fixed over the short-
term in some categories. The state of the global economy, growth rate of the online advertising
market, and availability of capital can impact the advertising spending patterns of our existing and
potential advertisers. Any reduction in spending by, or loss of, existing or potential advertisers
would negatively impact our revenue and operating results. Further, we may be unable to adjust our
expenses and capital expenditures quickly enough to compensate for any unexpected revenue
shortfall.



USER CONFIDENCE IN OUR SECURITY

Our products and services involve the storage and transmission of users and customers
personal and proprietary information in our facilities and on our equipment, networks and corporate
systems. Netoven will not sell or give out user and customer received data and information and will
vigorously protect its confidentiality. Our user data and corporate systems and security measures
may be breached due to the actions of outside parties (including cyber attacks), employee error,
malfeasance, a combination of these, or otherwise, allowing an unauthorized party to obtain access
to our data or our users or customers data. Additionally, outside parties may attempt to
fraudulently induce employees, users, or customers to disclose sensitive information in order to gain
access to our data or our users or customers data.
Any breach or unauthorized access could result in significant legal and financial exposure,
increased remediation and other costs, damage to our reputation and a loss of confidence in the
security of our products, services and networks that could potentially have an adverse effect on our
business. Because the techniques used to obtain unauthorized access, disable or degrade service, or
sabotage systems change frequently or may be designed to remain dormant until a predetermined
event and often are not recognized until launched against a target, we may be unable to anticipate
these techniques or implement adequate preventative measures. If an actual or perceived breach of
our security occurs, the market perception of the effectiveness of our security measures could be
harmed and we could lose users and customers.

SERVICE INTERRUPTIONS OR DELAYS

Delays or disruptions to our service, or the loss or compromise of data, could result from a
variety of causes, including the following:
Our operations are susceptible to outages and interruptions due to fire, flood,
earthquake, tsunami, other natural disasters, power loss, equipment or
telecommunications failures, cyber attacks, terrorist attacks, political or social unrest,
and other events over which we have little or no control. We may not have multiple site
capacity for all of our services and some of our systems may not be fully redundant in
the event of delays or disruptions to service, so some data or systems may not be fully
recoverable after such events.
The systems through which we provide our products and services are highly technical,
complex, and interdependent. Design errors might exist in these systems, or might be

introduced when we make modifications, which might cause service malfunctions or
require services to be taken offline while corrective responses are developed.
Despite our implementation of network security measures, our servers are vulnerable to
computer viruses, worms, hacking, physical and electronic break-ins, router disruption,
sabotage or espionage, and other disruptions from unauthorized access and tampering,
as well as coordinated denial-of-service attacks. We may not be in a position to
promptly address attacks or to implement adequate preventative measures if we are
unable to immediately detect such attacks. Such events could result in large
expenditures to investigate or remediate, to recover data, to repair or replace networks
or information systems, including changes to security measures, to deploy additional
personnel, to defend litigation or to protect against similar future events, and may cause
damage to our reputation or loss of revenue.
We rely on third-party providers over which we have little or no control for our
principal Internet connections and co-location of a significant portion of our data
servers, as well as for our payment processing capabilities and key components or
features of certain of our products and services. Any disruption of the services they
provide us or any failure of these third-party providers to handle higher volumes of use
could, in turn, cause delays or disruptions in our services and loss of revenue. In
addition, if our agreements with these third-party providers are terminated for any
reason, we might not have a readily available alternative.

Prolonged delays or disruptions to our service could result in a loss of users, damage to
our brands, legal costs or liability, and harm to our operating results.

ADDITIONAL RISKS OPERATING INTERNATIONALLY

Additional risks inherent in doing business internationally (including through international
joint ventures) include:
Tariffs, trade barriers, customs classifications and changes in trade regulations;
Difficulties in developing, staffing, and simultaneously managing a large number of
varying foreign operations as a result of distance, language, and cultural differences;
Stringent local labor laws and regulations;
Longer payment cycles;
Credit risk and higher levels of payment fraud;
Profit repatriation restrictions and foreign currency exchange restrictions;
Political or social unrest, economic instability, repression, or human rights issues;
Geopolitical events, including natural disasters, acts of war and terrorism; import or
export regulations;
Compliance with U.S. laws such as the Foreign Corrupt Practices Act, and local laws

prohibiting bribery and corrupt payments to government officials;
Antitrust and competition regulations;
Potentially adverse tax developments;
Seasonal volatility in business activity and local economic conditions;
Economic uncertainties relating to European sovereign and other debt;
Laws, regulations, licensing requirements, and business practices that favor local
competitors or prohibit foreign ownership or investments;
Different, uncertain or more stringent user protection, content, data protection, privacy,
intellectual property and other laws; and
Risks related to other government regulation, required compliance with local laws or
lack of legal precedent.

We are subject to numerous and sometimes conflicting U.S. and foreign laws and
regulations, which increase our cost of doing business. Violations of these complex laws and
regulations that apply to our international operations could result in damage awards, fines, criminal
actions, sanctions, or penalties against us, our officers or our employees, prohibitions on the
conduct of our business and our ability to offer products and services, and damage to our reputation.
Although we will implement policies and procedures designed to promote compliance with these
laws, there can be no assurance that our employees, contractors, or agents will not violate our
policies. These risks inherent in our international operations and expansion increase our costs of
doing business internationally and could result in harm to our business, operating results, and
financial condition.

LEGAL LIABILITIES PROVIDING ONLINE SERVICES OR CONTENT

We host and provide a wide variety of services and technology products that enable and
encourage individuals and businesses to exchange information; upload or otherwise generate
photos, videos, text, and other content; advertise products and services; conduct business; and
engage in various online activities both domestically and internationally. The law relating to the
liability of providers of online services and products for activities of their users is currently
unsettled both within the U.S. and internationally. As a publisher and producer of original content,
we may be subject to claims such as copyright, libel, defamation or improper use of publicity rights,
as well as other infringement claims such as plagiarism. We may be subject to claims concerning
products, services, or content by virtue of our involvement in marketing, branding, broadcasting, or

providing access to them, even if we do not ourselves host, operate, provide, or provide access to
these products, services, or content. While our agreements with respect to products, services, and
content may provide that we will be indemnified against such liabilities, the ability to receive such
indemnification may be disputed, could result in substantial costs to enforce or defend, and depends
on the financial resources of the other party to the agreement, and any amounts received might not
be adequate to cover our liabilities or the costs associated with defense of such proceedings.
Defense of any such actions could be costly and involve significant time and attention of our
management and other resources, may result in monetary liabilities or penalties, and may require us
to change our business in an adverse manner.
It is also possible that if any information provided directly by us contains errors or is
otherwise wrongfully provided to users, third parties could make claims against us. For example,
Web-based e-mail services can expose us to potential risks, such as liabilities or claims by our users
and third parties resulting from unsolicited e-mail, lost or misdirected messages, illegal or
fraudulent use of e-mail, alleged violations of policies, property interests, or privacy protections,
including civil or criminal laws, or interruptions or delays in e-mail service. We may also face
purported consumer class actions or state actions relating to our online services, including any fee-
based services provided (particularly in connection with any decision to discontinue a fee-based
service). In addition, our customers, third parties, or government entities may assert claims or
actions against us if our online services or technologies are used to spread or facilitate malicious or
harmful code or applications.
Investigating and defending these types of claims are expensive, even if the claims are
without merit or do not ultimately result in liability, and could subject us to significant monetary
liability or cause a change in business practices that could negatively impact our ability to compete.

RELIANCE ON THIRD PARTY PROVIDERS

We may rely on third parties to provide the technologies that we use to deliver content,
advertising, and services to our users. There can be no assurance that these providers will continue
to license their technologies or intellectual property to us on reasonable terms, or at all. Providers
may change the fees they charge users or otherwise change their business model in a manner that
slows the widespread acceptance of their technologies. In order for our services to be successful,

there must be a large base of users of the technologies necessary to deliver our content, advertising,
and services. We have limited or no control over the availability or acceptance of those
technologies, and any change in the licensing terms, costs, availability, or user acceptance of these
technologies could adversely affect our business.
We will enter into distribution arrangements with third parties such as operators of third-
party Websites, online networks, software companies, electronics companies, computer
manufacturers, Internet service providers and others to promote or supply our services to their
users. For example:
We may maintain search and display advertising relationships with Affiliate sites, which
integrate advertising offerings into each others Websites.
We may enter into distribution alliances with Internet service providers (including
providers of cable and broadband Internet access) and software distributors to promote
our services to their users.
We may enter into agreements with mobile, tablet, netbook, television, and other device
manufacturers, electronics companies and carriers to promote our software and services
on their devices.

In some markets, we may depend on a limited number of distribution arrangements for a
significant percentage of our user activity. A failure by our distributors to attract or retain their user
bases would negatively impact our user activity and, in turn, reduce our revenue. In some cases,
device manufacturers may be unwilling to pay fees in order to distribute our services.
Distribution agreements often involve revenue sharing. Over time competition to enter into
distribution arrangements may cause our traffic acquisition costs to increase. In some cases, we
may guarantee distributors a minimum level of revenue and, as a result, run a risk that the
distributors performance (in terms of ad impressions, toolbar installations, etc.) might not be
sufficient to otherwise earn their minimum payments. In other cases, we agree that if the distributor
does not realize specified minimum revenue we will adjust the distributors revenue-share
percentage or provide make-whole arrangements. Some of our distribution agreements may not be
exclusive, have a short term, are terminable at will, or are subject to early termination provisions.
The loss of distributors, increased distribution costs, or the renewal of distribution agreements on
significantly less favorable terms may cause our revenue to decline.



EVOLVING TECHNOLOGIES, TOOLS, SOFTWARE, AND APPLICATIONS

Technologies, tools, software, and applications (including new and enhanced Web browsers)
have been developed and are likely to continue to be developed that can block display, search, and
interest-based advertising and content, delete or block the cookies used to deliver such advertising,
or shift the location in which advertising appears on pages so that advertisements may not show up
in the most monetizable places on our pages or are obscured. Most of our initial revenue is to be
derived from advertisers in connection with the display of graphical advertisements or clicks on
search advertisements on Web pages. As a result, the adoption of such technologies, tools, software,
and applications could reduce the number of display and search advertisements that we are able to
deliver and/or our ability to deliver interest-based advertising and this, in turn, could reduce our
advertising revenue and operating results.

LIMITATIONS IMPOSED BY PROPRIETARY DIGITAL FORMATS

A large amount of information on the Internet is provided in proprietary document formats.
These proprietary formats may limit the effectiveness of search technology by preventing the
technology from accessing the content of such documents. The providers of the software
applications used to create these documents could engineer the document format to prevent or
interfere with the process of indexing the document contents with search technology. This would
mean that the document contents would not be included in search results even if the contents were
directly relevant to a search. The software providers may also seek to require us to pay them
royalties in exchange for giving us the ability to search documents in their format. If the search
platform technology we employ is unable to index proprietary format Web documents as effectively
as our competitors technology, usage of our search services might decline, which could cause our
revenue to fall.

REVENUE VARIABILITY FROM FEE-BASED PRODUCTS AND SERVICES

We may offer fee-based enhancements for many of our free services. The development

cycles for these technology based products and services are long and generally require significant
investment by us. We will invest in developing premium products and services. Some of these
premium products and services might not generate anticipated revenue or might not meet
anticipated user adoption rates. General economic conditions as well as the rapidly evolving
competitive landscape may affect users willingness to pay for such premium services. If we cannot
generate revenue from our premium services that are greater than the cost of providing such
services, our operating results could be harmed.

WILLINGNESS OF USERS TO SIGN UP FOR THE NETOVEN SERVICE AND
SUBMIT PROFILE INFORMATION

Companies collect large amounts of data about customers, and use it to hone in on the
products or services that might be most relevant to a particular demographic. Many retailers keep
track of customers' purchase histories to deliver customized advertisements. Target tracks
customers using their Guest ID numbers. If you use a credit card or a coupon, or fill out a survey,
or mail in a refund, or call the customer help line, or open an email we've sent you or visit our
website, well record it and link it to your Guest ID, Andrew Pole, a marketing manager at Target,
told The New York Times.
Facebook allows advertisers to display their ads to a target audience based on demographic
factors collected on individuals (i.e. location, age, gender, education, work history or interests
people list on their profiles). Advertisers don't usually know the identity of the individuals who see
their ads, but rely on the basic group descriptors.
Users have shown a willingness to provide demographic and personal information when a
clear benefit is perceived. Netoven is expected to show substantial benefits for signing up to its
safe and secure site in order to use its easy access to all the useful resources of the Internet.
Netoven will effectively use analytics to refine its products and services by monitoring user actions
that contribute to greater user interest and usage. However, without sufficient number of users,
Netoven will be unable to command any real share of market power to entice those offering
products or services to participate on the gateway provided to Netovens users.



Company Organization
Netoven will be registered as a limited liability corporation with the organization structure
below-
STRUCTURE

Corporate Office -

Max Gallardo, President and CEO is the visionary leader, founder, and motivation behind
the technical developments supporting Netoven. Growing up in Argentina, Max brings an
international perspective to the company and has fostered relationships with Argentinean IT
developers that can deliver the technology for Netovens success. Mr. Gallardo has intimate
knowledge of IT operations having worked in IT support positions, programming and implementing
websites, and is an aficionado of the Internet, new technologies and video gaming.
Mr. Gallardo receives a salary and additionally bonuses as appropriate in relation to the
companys success.

Finance Office -

The Chief Financial Officer and supporting staff will be selected and proposed by Netovens
investor base. The Finance Office ensures financial information is accurately and timely reported,
manages an optimal capital structure to support and deliver effective, timely financial payments and

collections, and establishes and maintains effective internal controls.

The CFO will be a salaried position and may additionally receive bonuses as appropriate in
relation to the companys success.

Strategy Management Office (SMO)-

The SMO is responsible for orchestrating strategy formulation to ensure strategic planning
focuses on those opportunities that are most beneficial for the company and its stakeholders,
strategy execution to ensure the company is aligned appropriately to deliver the desired goals and
objectives, and promotes performance management to ensure that results are monitored and
managed, coaching managers and employees for positive change.
Al Hirschman will lead the SMO providing reporting and counseling to the President,
managers, and employees of Netoven. Mr. Hirschman (MBA, Master in Six Sigma) has led
strategy management efforts for major federal, civil, and commercial organizations and achieved
outstanding success. Al retired from the Federal Government after more than 32 years which
included support to the Dept of Defense on its enterprise-wide process improvement program, led
the Nuclear Regulatory Commission on its first strategic plan delivered to the President and
Congress in compliance with the Government Performance and Results Act, and served as a
strategy management officer for the Director of National Intelligence delivering the National
Intelligence Strategy of 2009.
Mr. Hirschman has demonstrated expert abilities developing strategies for multi-billion
dollar organizations with specialized knowledge and abilities in Information Technology Strategic
and Business Planning. For many years, Al was Chief of Planning and Performance Management
Officer for the National Geospatial-Intelligence Agencys Enterprise Operations Directorate (IT
Operations). For many high level Federal Organizations, Mr. Hirschman oversaw the development
and implementation of many Portals to service 10s of thousands of civilian, military, and contractor
personnel with information and transaction support for the Department of Defense and Intelligence
Community. Mr. Hirschman served as a Senior Operations Research Analyst for most of his
Federal Career and currently provides full-time consulting support as a Senior Business Analyst for
the Dept of Defense and the Intelligence Community.
Mr. Hirschman will receive no salary but will be compensated appropriately for the
companys success with stock options. A part-time Junior Operations Research/Business Analyst

will support Mr. Hirschman in the analysis of operating and Internet search and display
environmental data.

Research and Development

Netoven outsources website development from iNodes located in Buenos Aires, Argentina.
iNodes is run by Maximiliano Vega Gimenez, Sebastian Orellana and Matias Hapanowicz. Inodes
is a sub division of CIES Sistemas S.A. dedicated exclusively to research, development and
implementation of new software technologies. Maximiliano Vega Creator/Owner/CEO of iNodes,
is a website developing company who has current business relations with Citibank, Kraft Foods,
First Bank of Boston, among many others. iNodes is branch of CIES Sistemas S.A which has been
producing excellent projects since 1984. Mr. Vega has been successfully leading teams for the past
ten years to produce results for top companies known worldwide. Among these companies are
Nextel, Siemens, Clarin, Paginas Amarillas, Citi, and Globant. With some new offices in Spain, but
currently based in Argentina, iNodes provides services and products to the most highly acclaimed
national and international banking entities in all of the Americas and Europe. iNodes has a team of
forty people including developers, analysts, designers and security specialists whom are ready to
integrate the Netoven project.

Maximiliano Vegas iNodes link http://www.inodes-it.com/
Maximiliano Vegas linkedin link http://www.linkedin.com/in/maximilianovegagimenez
Cies Sistemas link http://www.ciessa.com/indexEn.jsp

INodes will execute Netovens development efforts on a cost-plus performance award fee
contract basis (performance measured by completion of milestone deliverables and user satisfaction
with prototype testing).

Service Operations -

An individual selected for his/her experience managing and operating comparable services
will lead Service Operations.
The operating support will be executed by a scalable fixed-price performance award fee
contract, where performance is measured by level of user satisfaction achieved in the following key
factors important to our customers:
1. Ease of use

2. Timeliness of data/information delivery and service connections
3. Currency of the information delivered
4. Appropriate format provided
5. Right data/information and service outcome that met user needs

The COO will be a salaried position and may additionally receive bonuses as appropriate in
relation to the companys success.

Implementation Schedule

Financing Received Corporate Office signs development contract and iNodes begins
prototype development
Financing plus 10 months iNodes delivers interim prototypes for design and operational
testing ending in a completed fully functional prototype
Financing plus 11 months iNodes finalizes prototype and supports implementation of an
operational service
Financing plus 12 months Operating Contract signed and Netoven implements operational
service
Financing plus 24 months One year of operations completed with achievement of a target
user base (1.5 Million users) and projected revenue level booked.


Financials
Netoven competes in the Information Technology Sector, Internet Software &
Services Industry and Sub-industry. Companies within this industry (with capitalization in
the low millions) were analyzed for comparable development and operating history to help
determine and validate cost projections. Projected salary costs for the U.S. operations are
based on the low end range of U.S. IT industry salaries for the proposed company positions.
Development costs are based on quotes from an Argentinean IT developer and are generally
in the range of 50% of comparable salaries for similar IT positions in the U.S.

Revenues:

Projected Worldwide Digital Ad revenue for 2013 and breakout for some of the largest
Internet service providers are shown below:

It is obvious that the more than $100 Billion dollars spent annually for digital advertisement
provides a tremendous opportunity for any company that can capture a significant user following.

The chart below shows the visitor/user base for many of the largest Internet service
providers to generate the ad revenue above:
Google; 33%
Facebook; 5%
Yahoo; 3%
All others, 53%
Beakout of Projected 2013 Worldwide Digital Ad
Revenue $117.6B Pie
(A 13% increase over the 2012 $104 Billion)
Google ($38.6B)
Facebook ($6.4B)
Yahoo ($3.5B)
Microsoft ($2.9)
IAC
Amazon
Pandora
Twitter


Netoven is targeting to capture 1% of the visitors/users in the first year of operation (1.5
million users). This is considered a very conservative number with a greater capture rate expected.

Given the annual revenue and number of users by service provider, the chart below shows
the annual ad revenue per visitor/user for each of the largest service providers.

Netoven considers our most comparable and direct competitor, Yahoo! provides analogous
ad revenue per Visitor to plan for. As a very conservative approach, we target our ad revenue will
capture 10% of Yahoos annual revenue per visitor or $2.50 per user (10% * $24.5). Therefore,
173.0
152.7
143.0
127.5 126.8
1.5
0.0
20.0
40.0
60.0
80.0
100.0
120.0
140.0
160.0
180.0
200.0
Google Facebook Yahoo! YouTube MSN/Bing Netoven
Active Unique Visitors per Month
(May 2012 - in Millions)
(Projected
Target)

projected revenue to book at the end of the first year would be 1.5 million users times $2.50 per
user, or $3.75 Million (half of this amount or $1.75M would be received revenue as users are
joining during the year, with 750,000 users by midyear. Netoven could greatly exceed the
conservative projections and may actually meet Yahoo!s comparable revenue. Should this be the
case, the potential for booked revenue at the end of the first year based on the Yahoo! comparable is
$36.75 Million (1.5 million users generating $24.5 in ad revenue per user). In the second year of
operation, Netoven is targeting to double its user base to 3.0 million users. This would double the
amount of revenue from the first year of operation.
While digital ad revenue is the most lucrative revenue generator for online sites, Netoven
will seek to capture other forms of add-on revenue. Additional revenue could be generated through
fees for premium services offered, commissions on partnered product/service sales and other
common online revenue streams. However, high user satisfaction is the primary goal with our
standard free service; instituting other revenue streams will only be executed where it will not
degrade user satisfaction.

Expenses:

Research and Development

For the first year, iNodes under contract will develop the search and display technology and
assist in its implementation for Netoven to provide an integrated website to its users with the
following capabilities:
1. Ergonomically designed collaborative platform that provides quick location, access and
retrieval of information; and facilitate quick personal, B2B, and B2C connections and interactions
between and across fixed and mobile platforms.

2. Safe and secure User ID technology that protect users personal information; forever kept
confidential within Netoven.

3. Secure Coding that allows Netoven to monitor users Internet behavior with objects and
activities to provide a means for activity based service pricing.

Development costs are based on an iNodes submitted estimate. Includes salaries for Project
Manager, Software Architects/Programmers, Database Administrator, Lead Developer, Visual
Designers, Android Developer, IOS Developer, JME Developer, Index Information Developer,
Quality Assurance Specialist and an IT Security Specialist. Salaries used reflect Argentina rates for
skilled personnel with minimum 5 years working experience.

Primary development effort occurs in year 1, however a recurring development support is
needed to maintain an effective competitive posture. IT Equipment of $128,000 is required to
establish the development test bed in Yr 1.

Yr 1 Yr 2 Yr 3
Development Costs $1,060,000.00 $903,000.00 $883,050.00
iNodes Contract $932,000.00 $903,000.00 $883,050.00
Dev Testbed $128,000.00

Corporate Office

General and administrative expenses consist of executive payroll and limited administrative
staff, general operating costs, travel expenses, leased office space, insurance, depreciation, and legal
and professional fees.

Yr 1 Yr 2 Yr 3
General &
Administrative $354,400.00 $361,450.00 $377,150.00
CEO $110,000.00 $115,000.00 $120,000.00
CFO $90,000.00 $94,500.00 $99,500.00
Office Lease $16,400.00 $17,225.00 $18,000.00
Fixtures and Furnishings $12,500.00 $2,225.00 $1,250.00
Professional Fees (Legal
and other)
$57,500.00 $60,500.00 $63,400.00
Corporate expenses
including admin, travel
costs, supplies
$68,000.00 $72,000.00 $75,000.00

Yr 1 Yr 2 Yr 3
SMO $83,000.00 $87,150.00 $91,507.50
Junior Ops Res/Business
Analyst $45,000.00 $47,250.00 $49,612.50
Travel Expenses, Business
Intelligence Applications
$38,000.00 $39,900.00 $41,895.00



Sales and Marketing

Advertising, promotion and selling expenses consist of payroll and benefits costs for sales
and marketing personnel, sales commissions and promotion costs including payments for co-
operative agreements.

Service Operations

Operations consist of IT operating support, associated equipment and supplies, and on-call
(helpdesk) customer service representatives.

Yr 1 Yr 2 Yr 3
Operations $0.00 $710,000.00 $1,020,000.00
Operating Costs (IT
Support, Customer Service
Reps)
$485,000.00 $890,000.00
Operating Platform
(includes COOP
redundancy)
$225,000.00 $130,000.00



Investment Required

Based on projected cash flow required to fund development, implementation, and
operations, an investment of $3.5 Million is required to assure adequate resources are available.
Beginning in year 3, it is projected that sufficient revenue will be generated to internally fund the
growing business forward.


Pro-forma Financial Statements (Income [P&L] Statement, Balance
Sheet, and Cash Flow Statement)


Pro-forma Financial Statements (Income [P&L] Statement, Cash Flow
Statement, and Balance Sheet) Continued

Contact Information

Max Gallardo
3760 Heather Lake Circle
Sarasota, FL
Tel: 240 265 3299
Email: makugx@gmail.com

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