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PRO ARENA RUGBY

BUSINESS PLAN AND OVERVIEW

This Confidential Information Memorandum (“Memorandum”) has been prepared for discussion purposes only and solely for use by a limited number of parties in connection with a potential transaction involving Pro Arena Rugby (herein after referred to as “PAR” or “Company). By accepting this Memorandum, the recipient agrees that it (i) will cause its directors, officers, employees and representatives to use the Memorandum and such information only to evaluate a specific transaction with the Company and for no other purpose, (ii) will not divulge any such information to any other party, (iii) will not reproduce this Memorandum, in whole or in part, and (iv) will return this Memorandum together with any copies thereof and such information and/or materials as it may have obtained from the Company upon request thereof. The provisions of the Confidentiality Agreement by the recipient shall bind all recipients of this Memorandum. The information contained herein has been prepared by the Company to help interested parties in making their own evaluation of the Company and does not purport to be all-inclusive or to contain all of the information that a prospective investor may desire. In all cases, interested parties should conduct their own investigation and risk analysis of the Company and data set forth in this Memorandum. Any estimates or projections contained herein have been prepared by the Company and involve significant elements of subjective judgment and analysis, which may or may not be correct. The Company makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this Memorandum. Nothing contained herein is, or shall be relied upon as, a promise or representation of future events.

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Contents OVERVIEW ............................................................................................................................................................................... 3

BROADCAST ............................................................................................................................................................................. 5

MARKETING ............................................................................................................................................................................. 6

LOCATON OF TEAMS ............................................................................................................................................................... 7

TEAM SALES ............................................................................................................................................................................. 8

Payment Details .................................................................................................................................................................. 9

Revenue Sharing.................................................................................................................................................................. 9

FINANCIAL PROJECTIONS ........................................................................................................................................................ 9

Assumption Detail ............................................................................................................................................................... 9

Operating Expenses ........................................................................................................................................................... 10

EBITDA ............................................................................................................................................................................... 11

REVENUE OPPORTUNITIES .................................................................................................................................................... 11

CLOSING POINTS ................................................................................................................................................................... 12

CONTACT INFORMATION ...................................................................................................................................................... 13

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OVERVIEW

Pro Arena Rugby, Inc. (PAR) is a professional sports organization focused on a niche segment of the “alternative” sports

industry. PAR was formed to produce and operate a new professional arena rugby league with an inaugural season in

2016. The goal is to establish PAR as a global sports presence to capitalize on the expanding interest in aggressive sports

by the prime 18 to 34 year old male demographic as well as fill a need for arena operators to provide added value to

their stakeholders, sponsors and patrons.

The PAR business model is designed to leverage the attraction to fast-paced, aggressive and violent sports action by the

targeted demographic. The viability and profitability of this niche have been proven in the past few years with the

incredible growth and success of billion dollar enterprises like the UFC and X-Games.

Revenues are derived from sponsorships, tickets sales, merchandise and concessions. Sponsorship of PAR teams and

games will give broadcasters and advertisers an effective and efficient way to tap into the enormous buying power and

purchasing influence of the 18 - 34 year old male in the same way that has proven successful with other alternative

sports/entertainment ventures.

Many of the same core elements that drive the appeal and attraction of those sports are present in the PAR model:

• Fits in an arena venue

• Easy understanding of how the game is played

• Compelling competition

• Broadcast presence

• Identifiable and compelling personalities

• Sustainable scheduling

• Perceived rough “alternative” action

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THE GAME OF ARENA RUGBY

The new sport of Arena Rugby combines the best elements of live action sports competition, with the thrill of aggression

and rough action — all packaged as a heart-thumping, can’t-look-away, entertainment spectacle.

• Arena Rugby is very fast paced — basically the fast-break of basketball and the two minute drill of football rolled

into one.

• Rugby as a sport has always been perceived as one of the rough action sports.

• Ticket prices can be affordable by comparison to other professional sports.

• Arena Rugby permits the maximum entertainment environment with all the amenities of an indoor arena and

without negative revenue exposure from bad weather.

• Rugby is an Olympic sport.

• The 18-34 year old male target market has been acquainted with rugby on university campuses for decades.

• “Seven-a-Side” Rugby has been played in America for over 100 years.

• The U.S. can provide internationally competitive American indoor rugby players.

• Arena Rugby can operate in summer months, without competing with other aggressive sports in the fall.

• Arena Rugby can be marketed in major market cities and is not subject to tertiary advertising budgets found in

smaller markets.

THE GAME:

The excitement of indoor rugby begins with 7 players per side. It’s played on artificial turf within the confines of an ice

hockey rink-sized field. PAR is fast-paced madness with “on-the-fly” substitutions that creates an electric atmosphere of

hard hitting action, speed and drama.

WHEN: Summer 2017

BROADCAST:

10 Telecasts and 1 Pay-Per-View Championship Event

ON-SITE:

14 of the roughest men on earth Four (4) Ten-minute Quarters Sexy Cheerleaders, $25 Average Ticket Price, Outrageous

Half-Time Shows, Awesome promotions and more...

TARGETED DEMOGRAPHIC:

Male 18-34

ADDITIONAL KEY RUGBY FACTS

• Rugby is the fastest growing sport in America

• Participation in Rugby has increased 350% since 2004

• Over 1 million participants in the U.S.

• Rugby is the second largest team sport in the world

• Rugby will be part of the 2016 Olympic Games

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BROADCAST

The presentation of each telecast will instill drama, energy, empathy and excitement by dimensionalizing the athlete

through storytelling. To achieve this, the presentation will appeal to the viewer’s sense of drama by punctuating the rise

of one man or team (the winner) and the fall of another (the loser).

The telecast will highlight the extreme athleticism as well as the physical and mental toughness it takes to play rugby.

The presentation will tell the story line repetitively and create excitement and anticipation for upcoming broadcasts as

well as drive traffic to the PAR website.

One of the goals in working with our Network partnership will be to illuminate the earnest and hardworking

characteristics of the “PAR” athlete. Human interest stories will take ‘center stage’ and be ‘threaded’ throughout every

production. Loyalty, family and passion are just some of the ingredients necessary to bring the audience closer to the

athlete and the team. The audience must have heroes to cheer for and villains to disdain.

PAR will also capitalize on the old school, blue-blood traditional look and feel of rugby. PAR’s Teams will be defined by a

rough edge but played by gentlemen. Differentiation from other sports will assist us in attracting a loyal, niche audience.

In addition, this “personality,” if captured artistically and effectively, will greatly expand merchandise sales

opportunities.

PAR’S broadcast plan is to develop and produce 4 games a week

starting June 3, 2017 and June 4 , 2017; 2 national games and two

local games that will be broadcasted each week during the 12 week

regular season totaling and 48 broadcasted games. Additionally, the

league will broadcast six playoff games and concluded its 2017

season with the broadcast of its championship game in September

2017.

As of the publication date of this business plan, negotiations for

broadcasting any league games has not commenced; however, PAR

management is poised to initiate these negotiations with various

sports broadcast networks that may include ESPN and Fox Sports,

and at a time in which the league’s official schedule for 2017 has

been fully developed.

In addition to the game presentation, each broadcast will provide

league updates, promotion of upcoming telecasts and

reinforcement of the PAR Championship Game on Pay-Per-View.

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MARKETING

With the brutal action of an MMA fight and the compelling dynamic of a team sport, Pro Arena Rugby can be positioned

in a unique and profitable niche within the sports/entertainment market.

Properly positioning PAR in the minds of the primary target will require an integrated branding and marketing effort. To

leverage and maximize the initial marketing budget, each element will be designed to complement the PAR positioning

statement.

The initial primary marketing goal will be to establish PAR as a new and exciting sport that delivers a unique combination

of action and entertainment. The existing perceptions of the sport of rugby will be a positive with some segments of the

market and a negative with others. By carefully crafting and executing a strategic marketing message, we can both

capitalize on the existing good will and position PAR as a new alternative to mainstream sports.

KEY MARKETING HIGHLIGHTS

The 18-34 year old male target market has been acquainted with rugby on university campuses for decades

Arena Rugby can be marketed as one of the most cost effective ways to reach the 18-34 demographic

Arena Rugby can operate in summer months, without competing with other aggressive sports in the fall

FACT

The Mixed Martial Arts industry (i.e. UFC) is a $2 Billion elite sport of physical endurance, mental and academic

discipline that draws over 4.5 million viewers between ages 18-49 in the United States. It’s a lucrative demographic

for retailers plugged into mobile Internet social media. (source: ihumanmedia.com)

A secondary marketing goal will be to highlight and

communicate the unique entertainment value that PAR

provides. A wide range of traditional and social media will be

employed to communicate the message and build the PAR brand

essence and will strategically target millennials through the use

of popular social media platforms such as Facebook and

Instagram.

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LOCATON OF TEAMS

As with all American professional sports leagues, PAR will organize its league through the use of five geographical

regions, with each region containing up to six teams.

Through research and careful consideration, PAR has established the following regions for the league:

As noted in the table above, the Central and West Coast regions will be the only active regions for the league’s inaugural

2017 season, while the remaining three regions will officially join the league for the start of the 2018 season.

The cities selected within each region were selected based on market size (i.e. population), availability of existing

facilities capable of hosting a team, and general history of the ability to successfully support sports teams, both

professionally and collegiately.

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TEAM SALES

The following table lists the targeted sale price of a teams located within each of the cities the league has made teams

available for sale in:

Table B

The price points/value established for teams available for purchase in the cities listed in the table above were

established by examining market size and demographics and the potential yearly revenue earnings each city has the

potential to yield based on these factors.

Potential Team Names and Logos

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Payment Details

A. Teams are purchased at the final cost shown in the table provided in page 8. Final cost may be paid in full or in equal monthly installments with the total balance due by 12/30/2016 and with a deposit of $50,000 due upon the execution of an agreement to purchase a team.

B. Deposits are non-refundable. However, Zoom Companies, Inc. (on behalf of PAR) will issue 50,000 shares in lieu of a cash refund to individuals or parties who either default on a payment installment plan and forfeit their right to purchase a team, or those who choose to cancel their intent to purchase a team after a purchase agreement has already been executed.

C. A quarterly league fee in the amount of $50,000 will commence and become payable to PAR on January 2, 2017 and at the beginning of each quarter thereafter. Quarterly league fees are paid by all teams and are paid directly to the PAR league office to cover operating expenses associated with the league.

Revenue Sharing

The PAR League Office has established a media revenue sharing plan with regards to profits remaining from revenue

obtained through media sales and sponsorship sales during each season. These payments are only distributed to Team

Ownership after all commissions are deducted and paid and after all television or radio production costs are deducted

and paid. Each Team Ownership (current in league payments, fines, etc. with PAR) in the PAR will receive their

percentage of the remaining income or profit directly attributable to the profits generated on an annual basis.

The revenue sharing payments to Team Ownership will be paid based on PAR distributing back 80% of the Revenue

Sharing plan. Each Team Ownership shall be distributed their pro-rata share determined by dividing 80% by the number

of Team Ownership’s during the period of time under which such revenue was earned by PAR.

FINANCIAL PROJECTIONS

Assumption Detail

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Operating Expenses

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EBITDA

EBITDA 2017 2018 2019

Revenues * $2,700,000.00 $3,800,000.00 $5,300,000.00

Expenses * $1,000,000.00 $1,300,000.00 $1,700,000.00

EBITDA * $1,700,000.00 $2,500,000.00 $3,600,000.00

* Rounded

Valuation Market Capitalization 2017 2018 2019

EBITDA $1,700,000.00 $2,500,000.00 $3,600,000.00

@ 5x Profit $8,500,000.00 $12,500,000.00 $18,000,000.00

@ 10x Profit $17,000,000.00 $25,000,000.00 $36,000,000.00

REVENUE OPPORTUNITIES

• We anticipate anywhere between 7 – 10,000 fans attending each game at an average ticket price of $45

• To secure sponsorships, we anticipate having conversations with organizations such as Nike, Anheuser-Busch, Monster Energy Drink, and additional Fortune 500 companies that we believe can generate $1,500,000 - $2,500,000 in sponsorship-derived revenue

• For network and content distribution, we are in negotiations with Fox Sports West, Comcast, ESPN and NBC and estimate that these contracts can generate between $300,000 - $500,000

• We anticipate launching our own online TV channel which will be offered to subscribers at a fee of $24.99 per season

• We are currently developing a full line of merchandise (i.e. team jerseys, t-shirts, hats, etc.) that will be sold online and at the live events

Potential advertiser’s Potential team’s jerseys available for sale Potential networks

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CLOSING POINTS

Arena Rugby is very fast paced — basically the fast-break of basketball and the two minute drill of football rolled

into one

Rugby has always been perceived as one of the toughest and most aggressive action sports in the world and as

such can be placed in the same family as the UFC, a multi-million dollar tough and aggressive sport

With a truly unique combination of non-stop, hard-hitting action, high-energy entertainment and a compelling

team dynamic, Pro Arena Rugby will offer an extremely efficient and powerfully effective way to reach the 18-34

demographic

Arena Rugby permits the maximum entertainment environment with all the amenities of an indoor arena and

without negative revenue exposure from bad weather

Rugby will be part of the 2016 Summer Olympics and is therefore ripe to explode onto the American sports

scene

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CONTACT INFORMATION

WWW.ZOOMCOMPANIESINC.COM

Copy the address below to see our PAR Video Presentation on

https://www.youtube.com/watch?v=pK3JouWx5iI