tech pay executive summary 10 27-2015

CONFIDENTIAL

TechPay “The easy way to pay”™

Executive Summary

Prepared October 2015

Contact InformationRoss Markbreiter

[email protected]

http://www.techpay.mobi

CONFIDENTIAL - DO NOT DISSEMINATE. This business plan contains confidential, trade-secret information and is shared only with the understanding that you will not share its contents or ideas with third parties without the express written consent of the plan author.

Table of Contents

Introduction Who We Are 3 What We Sell 3 Company History 4

Market Market Overview 4 Marketing Plan 6 Future 7 Generation of Revenue 7

Management Team 8

Select Financial Data 12


Introduction

Who We Are

TechPay Mobile Payment Systems™, headquartered in Dana Point, California, is a software development company.

TechPay™ has developed SwiftPay™, a revolutionary, proprietary mobile platform designed specifically for grocery stores and supermarkets to benefit both the consumer and the merchant.

Our product SwiftPay ™, is a software solution that integrates into a merchant’s retail system, helping to streamline the shopping process and save consumers time and money.

This new standard of technology is not just a "Wallet" but a complete Point of Sale (POS) system. “SwiftPay” ™ allows consumers to enter their personal loyalty cards, make a shopping list and scan manufacturer coupons from newspapers, magazines or mailers. Once logged in with a vendors loyalty card, “SwiftPay” ™ shows discounts to the consumer, in real time via their mobile device (apps available in both iOS and Android at no charge). With one simple scan, the entire checkout process is complete.

Our primary customers are retail businesses that accept credit cards and/or debit cards; and consumers, most specifically, moms.

TechPay is proud to have Kathy Ireland as our Brand Ambassador. Kathy has been a longtime advocate for women, with Associated Press calling Kathy, “best friend to working moms”. Kathy’s mission statement is “finding solutions for families, especially busy moms”. And, SwiftPay is one of the ways busy moms are able to streamline grocery shopping and save money all at the same time!

The kathy ireland brand is listed as the 31st most powerful brand globally, by License Global Magazine, with annual merchandise sales of $2 billion, according to Forbes Magazine. Kathy has been named #33 on Forbes 2015 Inaugural List of America's 50 Richest Self-Made Women. Kathy gracefully balances the roles of wife, mother, author, humanitarian, activist and Chief Designer and CEO of kathy ireland Worldwide.

SwiftPay™, processes credit cards/debit cards, sends transactions via email, and saves all sales data for both consumer and retailers. In addition, the system provides scan statistics, which can analyze all sales using a private web portal, giving the retailer insight into the buying patterns of each customer. And, no specific device or merchant terminal is required; it can run on any system as it is software based.


There are three different ways to shop with a mobile device. 1. scan items and create a QR code with payment information that was entered on the website or APP. Then checkout using a pin and basket is saved and email receipt sent. 2. the cashier scans item and uses the "pay now" button on app they chose payment option. 3. Scan, Pay and Go. Consumer doesn’t have to see a cashier at all. Merchant can see sales, scan data and run banner campaign from their portal.

TechPay™ offers retailers the ability to customize and create a Mobile Payment system for any company, along with banner ad capabilities, which can be considered as an additional source of revenue.

Market Overview

The “Mobile Space” is a surging enterprise, and experts anticipate within the next five years, most retailers will transition to mobile payment systems.

According to a recent Statistica.com report, there are approximately 184.2 million current smartphone users in the U.S. It is estimated by 2020 there will be 220 million smartphone users.

A 2015 Statistica.com report identified there are 2 million retail businesses in the U.S. Of that 2 million, 110,000 are chain stores, and 37,716 are grocery stores, all who can utilize and benefit from m-commerce.

According to the new edition of Deloitte’s annual Technology, Media & Telecommunications (TMT) Predictions report, in-store mobile payments will increase by more than 1,000% worldwide this year with 5% of the world’s smartphones being used to make a payment in a store at least once a month, up from under 0.5% in mid-2014.

2015 will be the “first year in which the multiple prerequisites for mainstream adoption — satisfying financial institutions, merchants, consumers and device vendors — have been sufficiently addressed”, the authors conclude.

There has been a tectonic shift in the way consumers spend their time online. In October 2014, 52% of the time consumers spent online occurred within smartphone and tablet apps, according to new data provided exclusively to Internet Retailer from web and mobile measurement firm comScore Inc. 40% of online time was spent in web browsers on desktops and laptops and 8% spent in web browsers on smartphones and tablets. https://www.internetretailer.com/2014/12/10/mobile-apps-dominate-time-consumers-spend-online .

The global smartphone audience surpassed the 1 billion mark in 2012 and was estimated to total 1.75 billion in 2014. eMarketer expects smartphone adoption to continue on a fast-paced trajectory through 2017. Nearly two-fifths of all mobile phone users—close to one-quarter of the


http://www2.deloitte.com/global/en/pages/technology-media-and-telecommunications/articles/tmt-predictions.html

http://www2.deloitte.com/global/en/pages/technology-media-and-telecommunications/articles/tmt-predictions.html

https://www.internetretailer.com/2014/12/10/mobile-apps-dominate-time-consumers-spend-online

https://www.internetretailer.com/2014/12/10/mobile-apps-dominate-time-consumers-spend-online

https://www.internetretailer.com/vendors/search/?q=comscore

https://www.internetretailer.com/vendors/search/?q=comscore

worldwide population—used a smartphone at least monthly in 2014. By the end of the forecast period, smartphone penetration among mobile phone users globally will near 50%. - See more at: http://www.emarketer.com/Article/Smartphone-Users-Worldwide-Will-Total-175-Billion-2014/1010536#sthash.ch7q41RX.dpuf.

NCH Marketing Services, Inc., an international coupon processing company, says that 77 percent of all US households use coupons (particularly in markets where their value is doubled). It is a common misconception that only lower income shoppers use coupons to save money. In fact, a recent survey by NCH Marketing Services revealed 75 percent of customers in all income brackets use coupons sometimes, with the highest rate of coupon clippers, 82.9 percent, having an income of $25,000 - $50,000.

NCH Marketing Services, conducted a telephone survey of 1,000 consumers and found:

• Three out of four shoppers use coupons.

If a consumer loses their credit card(s) or their wallet gets stolen, it is a major issue. They have to call to cancel their cards, check statements, wait days or weeks to get new cards and cannot do anything until a new one is received. Using one of TechPay Mobile Payment Systems, card information is stored on your phone. If a phone is lost or stolen , data can be erased and a new phone issued the same day, and all data restored.

Payment and application of coupons through mobile devices is the future. The numbers are rising. 16 % of businesses will add MPOS in the next year. Mpos will replace existing POS systems.

Competitors

TechPay Mobile Payments Systems™ is the only offering of its kind, and has determined there are currently three mobile payment companies considered competitors:

Apple Pay™ Is a way to pay, B2C consumers use their mobile device to pay for products. Apple Pay requires an NFC enabled device and NFC enabled terminals. It is just a way to pay.

Square™ Is a B2B company and predominately has customers that are small business and do fewer transactions at a time. Square is a way to pay and B2C.

LevelUp™ is for restaurants and other businesses. Their mobile app is used for check out/paying purposes only. A way to Pay LevelUP ™ is B2C.


http://www.emarketer.com/Article/Smartphone-Users-Worldwide-Will-Total-175-Billion-2014/1010536#sthash.ch7q41RX.dpuf

http://www.emarketer.com/Article/Smartphone-Users-Worldwide-Will-Total-175-Billion-2014/1010536#sthash.ch7q41RX.dpuf

Marketing Plan

As mentioned previously, Kathy Ireland has been named TechPay’s™ Brand Ambassador. Our marketing and advertising campaigns will include Kathy on various initiatives.

TechPay™ is different than most mobile payment systems, as it is more of an Mpos system. Our goal is to be the first to integrate our platform into grocery stores, and co-market with retailers and processors through in-store advertising, Facebook, Twitter, other social media, and where applicable, joint advertising with merchants on television and newspaper.

We will partner with NCR to integrate into two of NCR’s Pos systems v 6.1 and 6.2. There are currently 1500+ stores running ACS-IR and 2000+ running ACS Base. Once integrated, TechPay™ would own the intellectual property/software update.

As part of the partnership with NCR, they will give TechPay™ the names and contacts of stores who use the system. This would be certified and free to retailers.

Once these plans and processes have been successfully implemented, we will move forward with other POS companies to do the same. And, partner with major retailers and credit card processors.

In addition, TechPay™ will develop enhancements for its mobile apps to include reward programs and enhanced shopping experiences and add new technologies as they are developed.

Positioning

As a provider to retail stores and consumers, TechPay Mobile Payment Systems ™ will position itself as The Leading Mobile Payment System for Grocery and Retail stores.

Pricing

Price will vary for each retailer based on the number of stores, POS system in place, and capabilities of retailers’ current platform. The APP is free for the consumer.

Promotion

With Kathy Ireland as Brand Ambassador, Ms. Ireland will be part of the marketing and promotions of TechPay Mobile Payment Systems™ and SwiftPay™, which will include but is not limited to: television; advertising in retailer stores; social media (e.g. Facebook; Twitter); retailer co-marketing; in-store advertising; partnerships with credit card processors; press releases; eMagazines; Tradeshows, and Trade magazines.


Joint marketing and awareness campaigns will also be put in place with partner, WorldPay, including joint marketing materials and press releases.

DistributionTechPay™ will partner with small to large retailers to license SwiftPay™ product. Distribution will be based on the number of locations per retailer/license.

The Future

TechPay™ intends to leverage the SwiftPay™ platform to create additional Mobile Payment Systems for various retail businesses including the following:

Gas stationsRetail department storesPet storesFast food drive thrusDine in restaurants Parking meter paymentsConvenience stores

Generation of Revenue

The following is based on a scenario, for which TechPay™ has been in discussions with, a mid to high end grocery store, with an approximate revenue of $2 million per month.

A percentage fee of each debit/credit card and check sale transaction will be collected and we will receive a monthly residual from the credit card processor. Using Authorize.net as our virtual gateway will also generate a monthly residual based on volume of sales. Revenue is estimated to be approximately $10,000 per grocery store per month.

Additional revenue will be generated by charging license, maintenance and integration fees to the merchants.

Revenue will also be generated by running banner ads on the consumer app, targeting vendors such as Proctor and Gamble™, and Kellogg™, etc., to have exclusive advertising on the APP. This can create an additional estimated revenue of $10,000 per store per month.

We will integrate into each retailer system separately, and because each is unique, the cost will vary.

As stated earlier, the Application is free for the consumer.


Management Team

Ross Markbreiter Founder - Inventor - Chief Executive Officer

Ross Markbreiter is an entrepreneur and visionary, with executive experience in all facets as CEO/CTO. He has been consistently ahead of the curve in anticipating future technology and its impact on U.S. business. Ross is a pioneer in internet technology and ecommerce; he founded and built The World Wide Web Store - one of the first full service companies to setup email, and design, build and host websites in the mid 1990’s, when the internet was still in its infancy. Mr. Markbreiter innovated the online “shopping cart” and integrated online payment processing and merchant accounts for his clients, before it became the norm of today’s ecommerce. He was the very first online merchant with CardService International, now, First Data.

As an IT Director and Executive, Ross grew a now well known startup company from $100,000 (in annual sales) to more than $200 million in annual sales. Ross has provided full service turnkey IT solutions, including: Virtual Gateway security; business systems solutions (he was one of the first to facilitate client merchant accounts for online businesses); apps for iPhones (and all other mobile devices); Domain Name Registration; and, Search Engine Optimization (SEO).

As a visionary, Ross conceived the idea to build the new, revolutionary Mobile Payment System “TechPay”, which will transform payment processing for retail businesses and Mcommerce for consumers. His broad industry experience and technical knowledge have enabled him to develop a unique, proprietary “SwiftPay ™” the first technology from TechPay Mobile Payment Systems, the most likely system of its kind to be integrated in real world applications. In other words, his system is technically and financially viable, intuitive (user friendly), and completely compatible with current retail payment transaction infrastructure. TechPay will change the way the world will shop and pay!

Michele Burke, Chief Operating Officer

Michele Burke brings more than 25 years’ experience in the areas of management, operations, technology, marketing and business development.

She has most recently served as President and CEO of BC Connect, LLC, a leading third-party software and services provider for the field services, REO and default management industries. She pioneered the company’s unique enterprise architecture model of systems design that enabled tiered workflow management, including multi-level roles and rights management


capabilities to meet compliance and information security needs, and within five years went from a startup to a $10 million dollar company.

Prior to founding BC Connect, Michele launched The CBMB Group, an entrepreneurial venture offering diverse strategic and integrated marketing communications expertise to clients.

She served as Senior Vice President, Marketing for Countrywide Financial Corporation, a former Fortune 150 Financial Services Company (NYSE: CFC), where she led all marketing, advertising and pr initiatives for three divisions of CFC, its products and services, and clients, for both B2B and B2C initiatives. She improved brand consistencies, increased efficiencies and reduced time-to-market while optimizing people, processes, and costs, saving the company $2.3 million in expenses in 2003.

Earlier in her career, Michele was on the agency side of marketing and advertising, in which she held executive level positions for different full service marketing, advertising and public relations agencies, developing and managing all aspects of new and existing client relationships. Some of her clients included NASA, SpaceWeek International, Space Center Houston, GTE (Internet Division), Nortel, Nocona and Diamond J Boots, and Texas Children’s Hospital.

Michele holds a Bachelor of Arts degree in Communications from Texas Tech University, and a Jesse H. Jones Graduate School of Management Certificate from Rice University.

Miles Robinson, Chief Development Officer

Miles Robinson became a professional drummer in his mid-teens, playing in venues throughout Northern California, and gained extensive broadcast experience as a key disc jockey for a well-known radio station.

Miles performed, toured and recorded with many Grammy nominated and well-known artists. He also recorded with Motown Records, and Warner Brothers Records and, at Gold Star Studios with members of Phil Spector’s “Wrecking Crew”.

He then joined the multi-platinum and six-Grammy award-winning musical giant, The 5th Dimension, as the drummer, recording and touring worldwide at exemplary venues, including performances at the White House.

Miles later moved into the world of talent management and production. He joined a management firm that became acquired by “kathy ireland Worldwide” (kiWW), and was instrumental in the transfiguration of that company from a talent management entity into a multi-billion dollar design and marketing firm.


He served as Vice President of Production for kiWW, interfacing with manufacturers, retailers, global strategic partners in all areas of brand recognition and utilization of his music and production skills. While with kiWW, Miles produced and directed a multitude of kiWW’s business and consumer film and video productions, including projects with Janet Jackson and produced Dame Elizabeth Taylor’s last performance of “Love Letters” with James Earl Jones. He was a core team member, enabling Kathy Ireland’s company to be estimated in value by Forbes magazine in 2012 at approximately $2 billion dollars in retail sales.

Ron Feuer, Chief Strategy Officer

Ron Feuer began his career as the keyboard player for the Grammy award winning group “The 5th Dimension”, and later became the Musical Director.

He went on to tour and perform with many distinguished artists such as Peter Frampton, The Dixie Chicks, The Temptations, Natalie Cole, Poison, Dave Koz and Jason Mraz.

In 2012, Ron became the Musical Director for the hit show America’s Got Talent.

He also excelled in the world of television as both a composer and executive producer, taking home a BMI music award for the theme song he wrote for the VH1 hit series “Scott Baio 45 & Single” & ”Scott Baio 46 and Pregnant.” Ron’s music has graced TV shows and series on many networks including HBO, NBC, CBS, Animal Planet, Tru TV, WE, Fox, MTV, History and Discovery Channel.

Ron Executive Produced, produced and composed the music for such films as “The Kiss” and “Mother’s Day.” Both films garnered numerous awards on the festival circuit.

In 2013, Miles and Ron joined forces, and started their own company, Milestone Venture Productions (MVP). They have developed and produced many commercial and corporate videos and presentations for companies such as Macy’s, Fox Business News’ Worldwide Business with Kathy Ireland; and American Family Insurance. In addition, MVP has produced non-profit fundraising events for Boys and Girls Club; Compton Junior Posse; and Providence Educational Foundation, to name just a few.

Robinson and Feuer bring more than 30 years of combined experience in the music and entertainment business, as well as film and television production. Miles and Ron have helped fuel the success of artists, entrepreneurs, and corporations in meeting their strategic business and creative goals.


Nancy Kelly - Senior Executive Member, Card Processing

Ms. Kelly, Senior Executive Member, comes to TechPay LLC with nearly 20 years of experience in the payment processing industry. During her tenure as senior manager with Card Service International/FirstData, she grew her regional office’s annual business volume more than twenty fold, with a group of highly experienced individuals on her team.

Nancy credits her success to stellar customer service, strong networking - both inside and outside the industry - and the ability to adjust to all of the Processing Industry changes: from POS based transactions and later, debit cards to ecommerce, Mcommerce and global online business.

A California native, Ms. Kelly has a wealth of colleagues, contacts and strategic partners. She has worked closely with Ross Markbreiter in the industry for at least 15 years, while he was resident of The World Wide Web Store and now the founder and Chief Executive Member of “TechPay”.

RPR Public Relations, Inc. - Executive PR

RPR Public Relations, Inc. is the PR firm of record for TechPay. Their PR and marketing firm’s focus is on ROI and providing exceptional customer service and stellar results.

Since 2003, RPR’s experienced publicists have provided outstanding brand management, public relations and marketing services to entrepreneurs, startups and small-to-medium sized businesses located throughout the United States, Canada, South America, Europe, the Middle East, Russia and Asia. This includes companies involved in the technology, consumer product goods, B2B and B2C services, healthcare and financial industries.


SWIFTPAY™ MOBILE APP


SwiftPay™ Features:

Shopping list. Consumer can scan in the item and item will be added to the shopping list. When shopping and the item is placed in the cart, the item will be removed from the shopping list.

Scan items. While at the retailer, consumer is able to see price and information on product. Consumer is able to scan item and place in shopping cart to purchase.

Browse store for items, see all items in store by category.

Scan coupons. Consumer is able to get coupons from newspaper or magazines or retail scanning the barcode. Coupon will show notifications on expiration and when a product is put in the shopping cart, the coupon will be automatically recognized and put into shopping cart and deducted from the total amount in cart, then deleted from coupon button.

Promotions. This will show any specials being offered by the retailer, also push notifications based on store.

Shopping cart. The shopping cart shows all sales records to be seen by consumer and merchant.

Loyalty cards. Once in a store, loyalty card discount will be displayed while shopping. Different loyalty cards can be added. Loyalty discount will show in shopping cart and with final purchase.

Consumer login portal. This login provides the consumer profile. Credit cards, checking account, debit card, to be selected when checking out. Also able to add loyalty cards and see the same sales as on the SwiftPay™ APP.

Pay now. This button is used if the consumer wants to have the cashier scan items, but still use SwiftPay™ to pay using QR code process for the transaction. When the process is complete, an email will be sent showing the transaction with a transaction ID. Also will be saved in the shopping cart button and a print receipt option will be available.

Check out by generating QR code. All items in cart, credit card information, loyalty card information and coupons added up/deducted at this time.

Store locator. Ability to choose store location, as well as what store you are in once you log in.


COMPETITOR COMPARISON CHART


FEATURES TechPay ApplePay GooglePay Square LevelUp VONS Ralph'sB2B X X X B2C X X X X X X XShopping List X X XScan Coupons X Promotions X X XWeekly Ads XShopping Cart X Loyalty Cards X X

Consumer Login Portal to show consumer profile. Credit cards, checking account, debit card, to be chosen when checking out which to use. Able to add loyalty cards and see sales.

X Pay Now X X

Check out by generating QR Code that has the items in cart, credit card information, loyalty card information and coupons deducted. X X Pharmacy Ordering XOnline Ordering Delivery Pay at Cashier X X Merchant Portal Login X X X

Email and Print Receipt Saves sales to consumer profile in shopping cart button

X

Store Locator X X X

Online Coupons X X

FREE X X X X X X X


Contact InformationRoss Markbreiter

[email protected]

http://www.techpay.mobi


tech pay executive summary 10 27-2015

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