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Vuuzle Media Corp

Vuuzle Media Corp

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Deal Type

Equity

Funding Goal

$2,555,000

Current Reservations

$30,000

Minimum Reservation

$20,000

Maximum Reservation

$20,000,000

Deal Stage

Other

Pre-money Valuation

$6

Open Date

12/31/2016

Closing Date

N/A

Elevator Pitch

The TV and Video industry is changing at a rapidly increasing rate. The underlying digitization process is now called OTT. This now threatens the cable tv business including VOD/ SVOD.

KPIs

300 Employees
2 Issued Patents
$8,700,000 Transaction Volume

Company Overview

Vuuzle Media Corp is an Over-The-Top (OTT) streaming TV service that includes a Live streaming application. We have built our technology and acquired agreements to sell the most viewed cable channels directly to consumers. Vuuzle TV is a High Definition platform and will capitalize on the fast-growing “cord cutting” market.

The OTT market is rapidly changing the way the general population acquires and views their entertainment. Specifically, consumers are “cutting the cord” and slashing their satellite bills. As such, the OTT marketplace is currently experiencing explosive growth as consumers are seeking more affordable and customizable TV programming options.

As cable customers do, they are increasingly moving to OTT solutions. The OTT trend is rapidly growing, and for the few companies out there who do have OTT, most of them are not high quality and do not carry the mainstream channels. As for the others such as Pluto and Hulu. Pluto just sold their company to Viacom for $340,000,000 Million and HULU said it ended 2018 with more than 25 million total subscribers, a net gain of 8 million for the year. Moreover, Hulu claims it grew ad revenue more than 45% in 2018, to nearly $1.5 billion, a company record.

We here at Vuuzle Media Corp have built our own demand-side platform. The Vuuzle dashboard will be able to drive traffic directly to the splash page while earning revenue from programmatic advertising and display ads.

The Demand Side Platform we built is used to push traffic to our brand. Meaning we buy the inventory (traffic) from publishers who are locked into the trading desk. The “people/ traffic we buy are people on the internet across the world wide web.

We go after our target market using internet data based on user activity thus being able to push our Vuuzle Brand to those who show interest using Ad creatives surrounding our Brand (VUUZLE.TV).

Once we drive the traffic to our splash page www.vuuzletv.com the traffic begins to convert from users watching our content to generating and earning two forms of income. The first revenue we earn is based on the CPM (CLICKS PER MILLION) from Ad Revenue. The second revenue we earn is from up-selling our subscriber base model. We also have product monetization capabilities where advertisers and their brand and products can be purchased from “Vuuzle.TV’s” add player and site.

Vuuzle Media Corp has a money-making entertainment ad ops goliath. It will become titanic by simply giving away our services for free while making money through DSP and programmatic advertising and the sales of other products being sold on our site.

Vuuzle has coded and developed millions of lines of proprietary code specifically written for Vuuzle Live. Vuuzle tv is now available on ROKU, Amazon Fire TV and Apple TV including apple and android mobile phones.

Vuuzle TV will offer a unique channel line-up and price point not found from its competitors. The price point is free service providing you opt-in to watch advertising. However, for those customers who don’t want advertising they can still buy the services free from ad’s for $49.99.

Through our technology partners we have been able to secure the rights to carry highly coveted channels like ESPN, Disney, A&E, and Fox on a rolling 15-year Agreement, currently through 2032. Thus, Vuuzle TV offers a core, 88+ channel package including Cinema programming package for $49.99, as well as an On-Demand package with movies that can be purchased for $3.00 and can be watched as many times as you want over a three-day period.

As of the beginning of 2018, OTT competitors have secured 5 million customers in the last 2 years with Sling and DirecTV Now leading the marketplace. The list of competitive market leaders includes Sling, DirecTV Now, Hulu Live, YouTube TV, FuboTV, PlayStationVue, and Philo all who operate in the national OTT space.

Each is focused on different programming niches with $40+ price point packages. Specifically, “YouTube TV" and "Fubo TV" have both recently raised their prices to $40 and $45 respectively.

Vuuzle.TV will differentiate ourselves from the competition by offering ESPN-Disney, Fox, and Univision and other major channels in an all-in-one package including our clout nine visual web and VR gaming all for free. This will be done while we continue to add new channels and product lineups to the Vuuzle.tv network while defeating the competition.

Traction

  • Boink Live Streaming Announced Today, They Will Change the Corporation's Name to Vuuzle Media Corporation for Branding and Distribution Cent

    May, 2019
  • VuuzleTV FILES FOR D/A The Total Offering Amount $10,000,000 USD Total Amount Sold $8,148,610 USD

    March, 2019
  • Boink Live Streaming Corporation Has Restructured the Company as a Delaware Corporation, a Win/Win for Pioneer Shareholders

    September, 2017

Pitch Deck

Press Mentions

Key Customers & Partners

boink live streaming TIKI LIVE IMAGICALLY STAR LAUNCH OMNIVERSE

Testimonials

Imagically
Imagically
founder
"great product awesome people"
julia pashco
julia pashco
c.e.o
"great product with lots of creativity ...we love vuuzle"
che carson
che carson
managing director
"The VUUZLE MEDIA CORPORATION will soon be an icon in the entertainment world."
The Groovie dance show
The Groovie dance show
dancer
"Wow, what a show and what a great group of people I love the channel. http://www.vuuzle.tv/channel/groovie-dance-show"
vuuzle cozmo channel
vuuzle cozmo channel
model
"so many beautiful people and a great channel to watch. Love the people and the concept. http://www.vuuzle.tv/channel/vuuzle-cozmo"
vuuzle fight network
vuuzle fight network
Jacob Stich Duran
"follow the Vuuzle Fight Network and follow your dreams. https://www.youtube.com/watch?v=sWzhn410IRk&t=56s"

Previous Funding

  • $9,000,000 Other
  • Raise Source: Other
  • December 2016

Frequently Asked Questions

What is OTT

In broadcasting, over-the-top (OTT) content is the audio, video, and other media content delivered over the Internet without the involvement of a multiple-system operator (MSO) in the control or distribution of the content.

HOW DOES OTT WORK

What is OTT TV? OTT stands for “over-the-top,” the term used for the delivery of film and TV content via the internet. Traditionally you were required to subscribe to a traditional cable or satellite pay-TV service in order to watch your favorite series and movies on your TV set-top box at home. OTT services are designed with the consumer in mind, with many cost-saving capabilities, such as worldwide calling and texting, offered for free or at significantly lower rates than those provided by mobile carriers. OTT services are typically accessed via apps, which are downloaded to the user’s smartphone, tablet or computer. Many OTT apps are free to download, while others have a cost associated with the download. Pricing and availability can vary by location.

HOW DOES OTT ADVERTISING DIFFER FROM OTHER POPULAR FORMS OF VIDEO ADVERTISING?

Enhanced targeting and tracking features set OTT advertising leagues ahead from traditional forms of advertising. Advertisers can target to a certain extent with traditional advertising, for example, they can run ads during a TV show with a strong fan base in a certain demographic. With OTT advertising, ads can be served directly to a member of a relevant audience segment. These segments go far beyond gender, location, and age – allowing advertisers to target by income bracket, level of education, or even ethnicity. In simpler terms, traditional advertising casts a wide net while OTT advertising is far more focused. On top of that, OTT advertising gives advertisers valuable data in terms of who is watching ads, how long they’re watching, what types of messages users interact with, and much more. This data is invaluable in increasing the effectiveness of future OTT campaigns.

HOW IS OTT ADVERTISING PRICED? HOW DOES PRICING FOR OTT DIFFER FROM TRADITIONAL ADVERTISING?

In terms of pricing basics, OTT is priced based on a CPM (cost per thousand impressions) basis. This is very much in line with how virtually all other digital media is priced (the one exception being Paid Search, which follows more of a cost per click basis), and will be more familiar to most advertisers. This pricing model stands in stark contrast to a ‘traditional’ pricing method used by linear television advertisers. These advertisers typically rely on an antiquated rating points basis, using metrics such as cost per point (CPP), gross rating point (GRP), or television rating point. These models tend to be out of date and less effective than OTT pricing. However, the real beauty of OTT pricing is found through the programmatic nature of OTT. For example, because Vuuzle executes programmatic OTT, everything bought is in literal Real Time – as fast as 144 milliseconds or less. This means that we are never stuck with an aging inventory that may be prioritized unfairly or disingenuously.

HOW IS OTT ADVERTISING PERFORMANCE MEASURED?

From a basic perspective, OTT performance is measured via a few clear-cut metrics: Video Completion Rate (VCR): That is, what is the rate at which users completed the video presented to them? Attribution: Attribution is all about post-view visits. Or in other words, once a device or person has been exposed to an ad, at what rate did they come and visit the website? Click Through Rate (CTR): CTR is, obviously, highly device-dependent, and is not always applicable. However, when users are watching an OTT ad through a web browser, it becomes only natural that we can then follow them through to the site itself and measure conversions accordingly. In addition to the basic measures, Vuuzle also has a few new and exciting measurements that we are rolling out and evolving in 2019. These include: Shopper / SKU-based purchase data Foot traffic data. That is, we can map a user’s exposure all the way into an actual store (for example, by tracking via cell phone).

BEYOND AGE AND DEMO – WHAT TARGETING CAPABILITIES ARE AVAILABLE WITH OTT ADVERTISING?

One of the best and most useful things about OTT is that the targeting capabilities are almost endless. Because of the absolutely massive amounts of data available to OTT advertisers, we have the capability to target users based on virtually anything. This includes things like: Traditional demographic data (e.g. age, gender, education, ethnicity, income level, etc.) What TV shows they watch What the audience buys, where they buy it, and at what frequency Via a customer’s CRM data file. (Similar to lookalike audiences) Where they have physically been And so much more… There is almost no limit to the types of targeting available with OTT. And this is in spite of the fact that OTT is not cookie-based. When you work with a partner like Vuuzle, we can still bring all the traditional targeting capabilities available via Big Data into a TV or click-less environment. The entire arsenal of targeting is available.

WHERE DOES OTT TARGETING DATA COME FROM?

OTT targeting data comes from two different sources: first-party data and third-party data providers. First party data are sources that you, the customer, actually own. Examples of this would be customer lists that you own and control, such as a list of all customers who have ever stayed at your hotel. Third party data comes from data segments that are typically licensed and purchased from advanced data providers. Examples of this include segmented lists curated and sold by companies like Oracle, Data Cloud, Axiom, Nielsen, and many others in this space. There are hundreds of third party data sources which Vuuzle has access to, getting as granular as customer loyalty card or credit card data. The combination of these data sources allows for an incredible level of sophistication and targeting.

WHAT COMES NEXT?

These questions and answers represent just the tip of the iceberg when it comes to OTT knowledge and capabilities. The level of sophistication, detail, and targeting that OTT provides is what makes it such a powerful and effective platform. But naturally, that makes this a very complex ecosystem. Vuuzle is proud to blaze the trail of OTT innovation. If you have further questions or inquiries we would love to connect with you today.

Are OTT communication services convenient for consumers to use?

Typically, using an OTT communication service is very simple – the only extra step is downloading the OTT app of choice from the user's given app store. As soon as the OTT app is available on a user’s smartphone, he or she can open the app at any time and place a call, send a message, etc. as easily as through a carrier’s native service.

Is messaging through OTT services popular?

When it comes to mobile messaging, the number of messages sent using OTT apps are trumping traditional SMS. In fact, by the end of 2017, OTT messaging traffic is expected to surpass 32 trillion messages annually, while SMS will have slowed to 7.89 trillion.

What's the biggest benefit of using an OTT communication app for consumers?

For consumers, OTT communication apps are a no-brainer because they can save users money -- in fact, many (if not most) OTT messaging and calling apps offer free in-network communications regardless of location. Also, OTT apps tend to offer compelling features that aren’t available through a carrier's traditional services menu.

How much can consumers save using OTT apps vs. their carriers' native services?

The savings depends on the OTT service and how it is used.

How do carriers typically view OTT services?

When consumers use OTT communication services, the carrier does not collect revenue for those calls, texts, etc. – causing hard financial hits for mobile carriers offering similar or overlapping services. In fact, it is predicted that by 2016 service providers will have lost $54 billion in SMS revenues to OTT messaging alone!

Do OTT messaging apps allow users to reach anyone, regardless of the type of app or service they are using?

Generally, no. Most OTT apps operate within their own network of users. Facebook is a typical example where you can only message other Facebook users. However, there are some apps that give users the option to communicate across networks. Vuuzle is an example of such an app. In addition to its free in-network communication, the Vuuzle mobile app offers a variety of ways to get in touch with friends who do not yet have Vuuzle. As long as the person you are trying to reach has a number through which they can receive calls, texts and/or faxes, it’s possible to reach them through Vuuzle. Plus, the Vuuzle desktop app offers additional ways to reach friends when you're at your desktop computer.

With OTT apps, can you send and/or receive messages from any platform or device: iPhone, Android, tablet, PC, etc.?

Some OTT apps are developed specifically for use on a single platform, such as iOS or Android.

Who is your audience?

One of the first questions is what regions do you have rights for? But first let’s look at the problem from one level higher: who is your audience? A country You are a channel or a local media group in the US, Brazil or Japan, for example; satellite definitely covers your region. No doubt about that. What about OTT? Yes, it does too, but maybe not quite as well. Maybe not everywhere. Maybe not everywhere with the same quality. Even so, although the quality of broadband networks influences the best OTT quality possible, an undeniable advantage of OTT is the ability to provide service even in varied local access conditions. A diaspora By definition, a diaspora is in several countries: two, three or 150 – take your pick. Once again, it’s difficult to be sure you’re present everywhere with the same OTT quality (quality of the internet, geographical coverage of the CDN etc.). By contrast, there’s definitely a satellite that covers your region, or a fleet of satellites if your diaspora is widely dispersed.

What screens are you targeting?

Depending on your audience, and perhaps its purchasing power or its geographical situation, you’ll need to deliver your content to very different devices. Are you mainly targeting young people who are switching between their smartphone, tablet and PlayStation? Then you don’t have much of a choice: OTT is the answer. Is your target made up of an audience that mainly watches your live stream from the living room? Then it’s satellite. Is your target a sports fan? The last FIFA World Cup™ showed that latency, which is bearable most of the time, can prove problematic at specific moments. Are you already on satellite and is your audience increasingly digital? Then opt for an OTT second-screen offering. If you website or app development skills, with OTT you can optimise playback from end to end, which is more complicated with satellite broadcasting on an STB. However, there are myriad behaviors depending on the audience, from traditional viewers to Generation Z. Although the TV screen’s share is declining almos

Does your audience have broadband internet access?

It might seem obvious, but without the internet it’s difficult to deliver a high-quality OTT service. Although the internet has been everywhere for a long time, the bandwidth question is still an issue. There are currently 32,000 SD satellite channels and 10,500 HD channels, as well as just over 100 4K channels globally. In 2023, there will be 26,000 SD, 18,200 HD and nearly 1,000 4K channels. Although broadband internet will gain ground over the next five years, it’s difficult to connect its growth with the growth of a network that you don’t control at all. This is the simplest criterion but also the most meaningful: satellite can reach the parts that the internet doesn’t necessarily reach (yet). More specifically, although you definitely need broadband access to watch an OTT TV channel, a user with xDSL access limited to a few megabits per second can only access the SD version of a programme, while a user who has fibre can watch the UHD version, if available.

Is your content VERY popular?

More specifically, how many daily views does your content attract? Whether you have 1,000 viewers or 10 million, satellite delivers the same signal once. With OTT, you have to deliver 1,000 to 10 million signals. So the more viewers you have, the more financially interesting satellite becomes compared to OTT. But what is the magic ratio for switching from one to the other? Opinions differ: some say that for between 100,000 and 500,000 viewers, OTT becomes more expensive than satellite. Others say that the break-even point for satellite is around 50,000 viewers. OTT is becoming increasingly affordable, because costs are falling by nearly 20% per year. However, the time when satellite prices were surging every year is also over. The fact is that if you have 10 million subscribers, you theoretically need both in order to reach such a large audience. The difficulty lies more in the lower number range. Not to mention the fact that it all becomes more complicated if your signal is 4K…

Are you ready for 8K?

No sooner has the roll-out of 4K just got started, with over 70 services currently available, than 8K is already in the pipeline. Of course, it might be a bit early for 8K but depending on whether your content is shot and distributed in SD, HD, 4K or 8K, this will have a clear effect on whether you to opt for OTT or satellite. The larger and higher-quality the content is, the more satellite becomes a financially viable solution. To watch a two-hour film online in 8K at a speed of 80 Mbps, you need to download just under 100 GB. To watch the Super Bowl, expect double that. Depending on your CDN prices and whether your users are large consumers, the equation could become complicated. Fortunately, CDNs allow you to reduce overall consumption in proportions that can reach 99.95% of caching for large audiences (expect 80% for a small audience). Your CDN costs will determine how easy it is to turn a profit from streaming your content, at least as things currently stand. Solutions are nevertheless being developed.

Are you involved in sports?

here’s nothing worse than hearing a goal through your neighbour’s window, or finding out a result even though you’re still watching the match on your mobile on public transport. At the moment, satellite is better in terms of latency. What about OTT development? Various improvements are on the way, with new formats (CMAF) and new ways of delivering the OTT flow (HTTP 1.1 chunked transfer encoding). The goal is to achieve something approaching satellite latency. OTT also provides an improved user experience by adding different stadium viewing angles, more statistics, and replays in near-real time.

Is your content more live or VOD?

VOD on satellite definitely exists, just like Netflix definitely relies on OTT. If you’re envisaging VOD as an add-on, periodic or limited-scope service, satellite may meet your needs. What’s more, VOD is usually only offered to paying satellite customers and requires a satellite and OTT mix: the catalogue is provided by satellite and downloads take place via OTT. If you see VOD as an essential part of your business model, OTT will be necessary. It will allow you to protect your content (DRM for example), deliver it in several levels of quality and formats (to target as many devices as possible), enrich the user experience (social media, links to other content or sources of information) and obtain a variety of statistics about how your service is used in order to improve it and therefore grow your revenue. What’s more, OTT allows you to offer a catch-up service fairly easily.

What about value-added services?

Satellite isn’t (yet) able to compete with OTT on interactivity or value-added services, which can be provided using the internet. This interactivity is native to OTT, as it requires an internet connection. This connection can also be used for: – A second screen and associated services – Primary screen interactivity: surveys, stats, etc. – Providing nPVR and start-over – Virtual reality – Sharing extracts of your content on social media – Resuming a programme when switching from one device to another However, HbbTV, like certain proprietary software embedded in devices such as CanalSat, offers a return link and provides a level of interactivity via satellite. This level may be entirely sufficient; not everyone wants to take control of the 24 cameras in the World Cup final!

How do you make money?

Advertising? You’ll be happy with both, although OTT allows you to conduct targeted advertising (which can include links to the products or advertisers) and provides viewing statistics, making it an increasingly popular distribution method with advertisers: Once again, the technology is advancing by integrating targeted ads directly into the feed to combat ad blockers. HTML5 players now integrate the VAST protocol, which gives you access to a large number of adverts, lets you see how many times an ad has been viewed and allows you to sell an ad slot to the highest bidder. Paid for content? Once again, you can monetize your content with either OTT or satellite. Of course, with satellite, this involves negotiating content distribution via partners/operators, whereas with OTT distribution you can manage the monetization of your content yourself (DRM, CMS). Because you have your own customer base, you can target your ad and subscription campaigns more effectively. Vuuzle TV also uses a custom built DSP.

What about the future? 5G?

Satellite is evolving with the DVB-S2 and DVBS2X standards for transport and the improvement of HEVC encoding for 4K and 8K. Things are also happening in OTT. Codecs, distribution protocols, ad management, etc. are rapidly evolving and don’t require changing a major infrastructure in one go. The content broadcast is adapted to each device’s capabilities, and a new feature or service can be rolled out in a controlled geographical region or to a low percentage of users in order to analyse their feedback and whether the service is better perceived or more used. And then there’s 5G. Its roll-out begins in 2020, with increased deployment from 2022-2025, depending on the country. 5G could change things in OTT’s favour, although it could also be that the factors that slowed down 4G roll-out in some areas will be repeated in 5G’s case. Whatever the case, next-generation satellites will support the roll-out of 5G. Between your audience, its location, its habits, your content, its quality, your value-added services.

Risks & Disclosures

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, (THE “ACT”) OR APPLICABLE STATE SECURITIES LAWS, NOR HAS THE SEC OR ANY STATE REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR ENDORSED THE MERITS OF THIS OFFERING AND REPRESENTATION TO THE CONTRARY IS UNLAWFUL. AN INVESTMENT IN THE SECURITIES IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THE SHARES ARE SPECULATIVE SECURITIES. PLEASE READ THIS ENTIRE MEMORANDUM, INCLUDING THE ATTACHED EXHIBITS. THEY CONTAIN INFORMATION YOU SHOULD KNOW BEFORE PURCHASING ANY SECURITIES UNDER THIS OFFERING. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF OUR COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INVESTORS MUST MEET CERTAIN QUALIFICATIONS. THE SECURITIES ARE BEING OFFERED ONLY TO “ACCREDITED INVESTORS” AS THAT TERM IS DEFINED IN RULE 501 OF REGULATION D OF THE ACT. WE RESERVE THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART IN OUR SOLE DISCRETION. SEE “SUITABILITY STANDARDS.”

THESE SECURITIES ARE BEING OFFERED SUBJECT TO ACCEPTANCE, PRIOR SALE, WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFER AT ANY TIME WITHOUT NOTICE.

THE INFORMATION CONTAINED IN THIS MEMORANDUM IS PROPRIETARY TO US AND IS BEING SUBMITTED TO PROSPECTIVE INVESTORS SOLELY FOR SUCH INVESTORS’ USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT OUR PRIOR EXPRESS WRITTEN PERMISSION, SUCH PERSONS WILL NOT RELEASE THIS DOCUMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTIONS OF OR USE THIS MEMORANDUM FOR ANY PURPOSE OTHER THAN EVALUATING A POTENTIAL INVESTMENT IN THESE SECURITIES. ANY OFFEREE ACCEPTING DELIVERY OF THIS MEMORANDUM AGREES TO KEEP STRICTLY CONFIDENTIAL THE CONTENTS OF THIS MEMORANDUM AND SUCH OTHER MATERIAL AND TO RETURN THIS MEMORANDUM AND ALL RELATED DOCUMENTS TO US IF THE OFFEREE DOES NOT SUBSCRIBE TO PURCHASE ANY OF THE SECURITIES OFFERED, THE OFFEREE’S SUBSCRIPTION IS NOT ACCEPTED, OR THIS OFFERING IS TERMINATED OR WITHDRAWN.

OFFEREES ARE NOT TO CONSTRUE THE CONTENTS OF THE MEMORANDUM AS LEGAL, BUSINESS, INVESTMENT OR TAX ADVICE. EACH OFFEREE SHOULD CONSULT HIS OR HER OWN COUNSEL, ACCOUNTANT AND OTHER ADVISORS AS TO LEGAL, TAX, BUSINESS, OR INVESTMENT ADVICE AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED HEREIN AND ITS SUITABILITY.

THIS MEMORANDUM INCLUDES CERTAIN STATEMENTS, ESTIMATES AND PROJECTIONS OF OUR COMPANY WITH RESPECT TO THE ANTICIPATED FUTURE BUSINESS AND PERFORMANCE OF OUR COMPANY. SUCH STATEMENTS, ESTIMATES AND PROJECTIONS REFLECT VARIOUS ASSUMPTIONS OF MANAGEMENT, WHICH ASSUMPTIONS MAY OR MAY NOT PROVE TO BE CORRECT. CERTAIN INFORMATION PRESENTED IN THIS MEMORANDUM CONSTITUTES “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “EXPECT,” “BELIEVE,” “ANTICIPATE,” “ESTIMATE,” “PLAN,” OR “CONTINUE,” OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. SUCH FORWARD-LOOKING STATEMENTS REPRESENT THE SUBJECTIVE VIEWS OF OUR MANAGEMENT AND MANAGEMENT’S CURRENT ESTIMATES OF FUTURE PERFORMANCE ARE BASED ON ASSUMPTIONS WHICH MANAGEMENT BELIEVES ARE REASONABLE BUT WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THERE CAN BE NO ASSURANCE THAT MANAGEMENT’S VIEWS ARE ACCURATE OR THAT MANAGEMENT’S ESTIMATES WILL BE REALIZED, AND NOTHING CONTAINED HEREIN IS OR SHOULD BE RELIED ON AS A PROMISE AS TO OUR FUTURE PERFORMANCE OR CONDITION. INDUSTRY EXPERTS MAY DISAGREE WITH THESE ASSUMPTIONS AND WITH MANAGEMENT’S VIEW OF OUR MARKET AND PROSPECTS.

PRIOR TO MAKING AN INVESTMENT DECISION RESPECTING THE SECURITIES OFFERED HEREBY, A PROSPECTIVE INVESTOR SHOULD CAREFULLY REVIEW AND CONSIDER THE CONTENTS OF THE ENTIRE MEMORANDUM AND THE DOCUMENTS TO WHICH WE HAVE REFERRED YOU. PROSPECTIVE INVESTORS ARE URGED TO MAKE ARRANGEMENTS WITH US TO INSPECT ANY DOCUMENT REFERRED TO IN THIS MEMORANDUM AND OTHER DATA RELATING TO THIS OFFERING. OUR MANAGEMENT IS AVAILABLE TO DISCUSS WITH PROSPECTIVE INVESTORS ANY MATTER SET FORTH IN THIS MEMORANDUM OR ANY OTHER MATTER RELATING TO THE SECURITIES OFFERED HEREBY IN ORDER THAT PROSPECTIVE INVESTORS AND THEIR REPRESENTATIVES MAY HAVE AVAILABLE TO THEM ALL INFORMATION, FINANCIAL AND OTHERWISE, RELATING TO THIS INVESTMENT. WE UNDERTAKE (1) TO MAKE AVAILABLE TO EVERY OFFEREE AND ITS REPRESENTATIVES, DURING THE COURSE OF THIS TRANSACTION AND PRIOR TO THE SALE, ANY REASONABLY AVAILABLE INFORMATION REQUESTED BY THEM REGARDING US OR OUR MANAGEMENT, (2) TO GIVE EACH INVESTOR THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM US CONCERNING ALL TERMS AND CONDITIONS OF THIS OFFERING, AND (3) TO OBTAIN ANY ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF INFORMATION MADE AVAILABLE HEREIN. NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM, EXCEPT AS IS MADE AVAILABLE BY US PURSUANT TO THE ABOVE UNDERTAKINGS. OUR ADVERTISEMENTS ARE NOT PART OF THE MEMORANDUM. NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM IS AUTHORIZED FOR USE IN CONNECTION WITH THIS OFFERING EXCEPT FOR THIS MEMORANDUM, THE EXHIBITS ATTACHED HERETO, AND ANY AMENDMENTS HERETO. ONLY THOSE REPRESENTATIONS SET FORTH IN THIS MEMORANDUM MAY BE RELIED UPON IN CONNECTION WITH THIS OFFERING.

EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS AFTER THE DATE HEREOF. THE SUMMARIES OF THE EXHIBITS TO THIS MEMORANDUM ARE QUALIFIED IN ALL RESPECTS BY A REFERENCE TO THE EXHIBITS THEMSELVES.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY STATE OR OTHER JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. _________________________________________________

EACH RECIPIENT OF THIS MEMORANDUM IS ENCOURAGED TO TAKE THE OPPORTUNITY TO ASK QUESTIONS CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING. ANY COMMUNICATIONS OR INQUIRIES RELATING TO THIS MEMORANDUM SHOULD BE REFERRED TO US AS FOLLOWS:

Vuuzle Media Corp.
Attn: Ted Joseph, Chief Executive Officer Phone: 949-613-5175
Email: hello@vuuzlelive.com

Documents

Confidential

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