“A society’s competitive advantage will come not from how well its schools

teach the multiplication and periodic tables, but from how well they stimulate

imagination and creativity.”

The Need is the Opportunity:

Kids are not underserved but Poorly Served: WE WILL DO BETTER

Jersey Shore is not reality, celebrity behavior such as Sheen’s, Lohan’s and Hilton’s should not be celebrated as well as shows like “Pretty Little Liars” a TV Show on ABC Family for tweens and teens.

• We serve quality age appropriate content and purvey positive lifestyle choices and messages – all in a safe environment

• We celebrate the creativity of youth by encouraging and rewarding kids to engage: by creating videos, music, writing stories, plays, compositions and to read

• Available to everyone regardless economic status – our user experience is Free, creative tools are provided free, content is free through Freemium Model

• All Merchandise, goods and services we sell can be earned by participating on the site earning or volunteering in Community Service

spending their time in a worthy cause

Immediate Strategy• Focus on building audience – target and positively influence 500,000 monthly eyeballs by end of second quarter 2013 and more than 20 million by 2016.

How ?• Build on existing 1,345,000 customers – In our core demographic, including 1 million (and growing) readers of The Magazine.

• Leverage a fraction of the hundreds of million marketing dollars spent by our customers on their schedule launches to advertise their wares and grow our user base. (Warner Bros, Disney, Sony)

• Attract new users through marketing, media buys, and attractive new and exclusive content.

• Promoting User growth through user generated Content via contest.

• Strategic partnerships with our established partner companies that build social media audiences, e.g. video player technology that helps attract new site visitors.

A one-of-a-kind social media platform (Facebook + YouTube + Skype functionality) designed specifically for kids in support of their creative expression. Led by media and Internet safety experts, Spillwall.com is an age-appropriate, safe place for kids to make stuff, view content, tell stories, and share with parents and friends. Social Profiles Contests Scholarships Prizes SpillBucks Talent Searches/ Casting

#1 Youth Magazine in Canada since 1990.Covering the latest in music, movies, video games, apps and more.We inspire readers to be content experts submitting their drawings, poems, songs, and articles as they see what their peers are creating.

1 million readers*240,000 X 8(3 readers per copy)

52% Girls28% Boys

80,000 Diverse distribution*Avg. print run

Engages brands with tweens and teens (6 - 17) through unique, exclusive, and collaborative experiences in our in-class or in-group Digital Media Literacy Workshops providing the latest in digital gear, curriculum and instruction for creative minds throughout North America.

Custom teacher-created curriculum Character education through storytelling Assessment and evaluation All hardware and software providedExpert filmmaker instruction Participation in our International Film Festival!

Inspire collaboration among peers Spark confidence in kids Remain on the cutting edge of media trends Reflect the tastes and behavior of the Digital Kid!

SPILLWALL PRODUCTIONS is a television and film development, financing, production and distribution studio focusing primarily on Family-friendly content creation.

OURS is a Low cost Content Model • Our User Generate Content – is Free

•Movie and Television Studio Content – is supplied Free

•Our Professional Content Development and Production is subsidized (up to 40% of cost reimbursed or subsidized by Canadian Government)

• Webisodes• Magazine editorial and production• Film and Television Development /Production• Certain technology spends

Compelling CONTENT IS THE MAGNET

sampling

Customers Connect to kids through storyline/character while enhancing brand in the process. Seamlessly align their product within the emotional promise of a story.

Short-form Content Long-form Content Custom Branded Content

Organic Integration into Storyline and Characters Product Placement“Presented By” Logo & MessagingCustomized Video Assets and AdvertorialsBranded Hub DestinationsCategory Exclusivity

MILLIONS of Video Views Video views activated through display,apps, and editorial partnerships

We can reach and target kids 6 - 18 anywhere on the web and across devices! Our network serves up distribution across apps and gaming sites for display and video to millions of kids.

Kids Web Sites Social Gaming Sites Kids Mobile AppsMoms BlogsMoms Web SitesSocial Influencer Networks

Girls / Boy Scouts of America (desired)Girl Guides (Canada)After School Programs Boys & Girls Club (desired)KIPP (desired)More TBD

sampling

CONTEST EXAMPLE:• Jack and the Giant Slayer Poster -

Create your Own!

• Customer: Warner Brothers Studios

• Curriculum: The Directors Cuts

• Venue: In Schools

• Medium Delivery: The Magazine

• Results Hosted: TheDirectorsCut.ca

Content Partners a vertically integrated model of production, distribution,print and advertising solutions via a la carte or turnkey provisioning

Pricing Example:Partner uses: 1. Distribution (sell only) 30% of grossPartner uses: 1. Distribution, 2. Print and Advertising 60% of grossPartner uses: 1. Production, 2. Distribution, 3. P&A 75% of gross

Offering Content Partners: a succinctly predefined massive audience for a launch or anytime/ ongoing

A Reinforcing Business Model KTI amplifies, leverages, and extends its acquired properties, capabilities and

brands via harnessing the power of the Internet providing:

Film clips viewed prior releaseGlobal brand pays $100,000 to KTI to Garner views of film 90 days before

Film comes to area theaters.Minimum initial views = 300,000

Feature Films

Release Film by Region

Television

Web Series

Social Media PlatformViewers are offered a chance to win IPhones by creating and sharing a custom movie poster, and being

rewarded for Spillwall.com by voting.Avg. 30% take rate = 90,000 users

User and Voting ExperiencesContest becomes vehicle for brand partners to propagate story using

social media for the benefit of establishing meaningful connections.

Spillwall.com

Spillwall.comKairos Partnership

Network 750,000 viewers/450,000 new usersAll of the 750,000 users members

and any viewers via the cookie technology are contacted the day the day the film comes out in their

area

Project ResultsCustomer reaches 750,000 kids 2 times

@ $100,000 = 3.75 cents &Develops a very engaged/loyal fanSpillwall gains 450,000 new users

Spillwall gains user generated contentSpillwall gains $30,000 profit

Cost: .10 view/.10 Host/.10 profit

AudienceAcquisition

An in-house, solutions-based marketing arm for kids content globally with distribution across

sites and apps in display and video reaching millions.

Advertising Custom Brand

Integration

Mass

MarketingReach Significant

Brand Engageme

nt

Niche advertisi

ngResults

Guaranteed

Viewership

ConceptGarner as many views and contacts for our customers by leveraging enterprise assets the power of the internet for the purpose of reaching and engaging kids in a creative process, propelling the customers’ message farther by enabling social connectivity and media.

SEE EXAMPLE SERVICE:

ChallengeLeveraging global customer media spends, creating the largest global media company dedicated to providing a safe environment for kids to create, collaborate, and showcase their talents, regardless of their socio economic status.

Brand StoryWe activate the movement and brand engagement through entertainment and digital, audience development, experiential and partnership programs.

Results of Customer Engagement•Leverage Customer spending •Activate an integrated sales platform appealing to global brands release content globally •Extend The Director’s Cut platform

Byproduct Grow Users using Customer spends

To be a person is to have a story to tell. – Isak Dinesen

Spillwall.comTDC Curriculum

Spillwall.com

Give-back

Programs

Distribution Across Devices

Content Creation

Tools Talent Searches

Prizes/ Rewards

Every user has

cookie attached

450,000

new users Integration

90,000 UsersCall 5 friends

to signup/vote

Kid-

generated Content

A Case Study of the KTI Model:

2011 2012 2013* 2014*2015*

Revenues: $740k $1.6M $8.6M $27.4M $92.2M

EBITDA: -$1.45M -$2.15M -$1.8M $4.9M $18.0M

Historical and Projected Revenues:

2011 2012 2013 2014 2015-20000000

0

20000000

40000000

60000000

80000000

100000000

REVENUEEBITDA

*Reach positive EBITDA 18 mos. from funding - projections based on funding

Financial Projections – Over 36 months Post fundingRevenue Period 1 Period 2 Period 3

Spillwall.com $3,500,000 $11,000,000 $42,000,000

The Magazine $1,800,000 $4,200,000 $12,200,000

Spillwall Productions $1,200,000 $6,200,000 $18,000,000

The Directors Cut $2,100,000 $6,000,000 $20,000,000

Total Revenue $8,600,000 $27,400,000 $92,200,000

Net Income -$1,800,000 $ 4,900,000 $ 18,000,000

Recent Acquisitions:Date Launched Target Val

Target Des. 8/12 2008 Blinq $100 million Mobile social media Ad & Marketing6/12 2007 Buddy Media $689 million online marketing 11/11 2009 Kobo $315 million E-bookseller and e-reader 11/11 2010 Zoodles (software basic) $13 million Kids Social Media w/18Kusers $3K/mo.04/12 2011 Instagram $1 billion

Social Media Pictures 0 revenue05/12 2006 Vitrue $300 million

Social Media Platform

Disney Acquisitions:Company Date Purchased Date Launched Monthly Eyeballs @purchase

Price Club Penguin 8/07 03/05 400,000

$350 million Playdom 7/10 05/07 750,000

$763 millionTogetherville 2/11 05/10 125,000

$100 million

Public COMPSComp. Description Yr. Launched Sym. users Rev Share Price Market Cap Linked-In Social Media 2003 LND 200mm $973mm $172 $18.8BFacebook Social Media 2004 FB 1B $5B $27 $65BGroup On Social Media 2008 GRPN 60mm $2.3 $6 $4BBaidu social web services 2000 BIDU n/a $1.2B $85 $28B

Matt Flemming, CFO713 548 3553mflemming@spillwall.com

Bill Stuart, CEO713 906 2572bstuart@spillwall.com

For Kairos Transmedia, please contact:

For Kairos Transmedia, please contact: