Q3 • 2016

MASSIVE DIRECTTHE ART AND SCIENCE OF 1-TO-1 MARKETING

2MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING

A NOTE FROM ALFONSO J. CERVANTES, EXECUTIVE CHAIRMAN

I’d like to welcome you to the world of Massive Direct, a newly formed holding company engaged in the acquisitionof profitable online consumer products and technology services companies pursuant to a consolidation or “buy and build” business model. As you will read on the following pages, we have assembled aseasoned and highly experienced management team and board of directors whose members possess significanttrack records of success with unique talents ranging from M&A and Data Management to Direct Marketing andOperations. Massive, even in its embryonic stage, is attracting the best-of-the-best who are drawn to our entrepreneurial spirit and our vision of a high growth, world class public company.

With Massive we intend to set a new standard for the multi-channel marketing of goods and services to driverevenues and earnings. With the companies and brands we acquire we will be redefining the art and science of1-to-1 marketing through the creation of a powerful technology- enabled, data-driven marketing organization, experienced management, effective execution and a commitment to delivering the highest level of customer satisfaction with a goal of maximizing customer lifetime value.

Finally, I am unequivocal in my belief that the two most important metrics by which a company’s success is determined are earnings and growth. As Massive’s Chairman, I want to assure our prospective partners and shareholders that we are committed to growth in revenue, growth in earnings and, ultimately, growth in shareholder value.

A NOTE FROM MICHAEL ROWSOM, CHIEF EXECUTIVE OFFICER

As astute investors are aware, there is disruption occurring in the global direct marketing industry. This disruptionis accelerating as big data and technology come together to drive greater and greater marketing efficiency. The pace at which new sophisticated technologies are advancing is more indicative of a revolution than an evolution of direct marketing. These advances are enabling marketers to access and leverage an ever-increasingwealth of consumer data to more effectively identify and address the needs and interests of the consumer. Massive’s business model calls for the creation of a publicly-held information-driven direct marketing companywith proven brands, regardless of size, and integrated direct marketing practices, utilizing sophisticated technologies that deliver best-of-breed multi-channel marketing solutions.

This is the new face of marketing. The need for intelligent data-driven marketing is greater today than it has everbeen, and consumer direct marketers who are unable or unwilling to adapt will not survive. They will be overtakenby new companies that deploy data-driven marketing technologies to go from relative unknowns to dominantforces almost overnight. Quite simply, it is Massive’s mission to aggressively identify and capitalize on these tectonic market and technology shifts.

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MASSIVE DIRECTTHE ART AND SCIENCE OF 1-TO-1 MARKETING

3MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING

THE COMPANYMassive Direct, Inc. (“Massive” or the “Company”) is a newly-formed Delaware corporation incorporated on January 8, 2016. Structured as a holding company executing a buy and build strategy, Massive intends to engage in the acquisition, operation and management of a broad spectrum of consumer products and marketing services companies inthe United States. To drive revenue growth and earnings, the Company will be acquiring online brands or direct marketingassets that are accretive to the Company’s business model. While there are no assurances that the Company will achieveits objectives, it is management’s goal to identify acquisitions aggregating $100 million to $250 million in revenues over thenext twelve to twenty-four months while on a private-to-public pathway.

Massive’s specific goal is the reinvention of interactive marketing combining proven, profitable direct marketing practices with theuse of technology, accessing both data-driven and technology-driven channels of consumer marketing. We are redefining 1-to-1marketing through the creation of a powerful sales and marketing organization with superior technology, strategy, execution and acommitment to create customers for life for our prospective portfolio companies.

We intend to acquire and combine technologies in an integrated operating system, creating a powerful interactive platform to marketthe consumer products and services of our portfolio companies. Through the convergence of technology and multiple sales points,Massive accumulates data that is utilized for highly targeted marketing through which earnings leverage is created as consumerspurchase additional products and services over time.

In addition to growth through acquisitions, the Company’s organic growth will be generated from areas such as the cross marketing of services, improved utilization of its consumer databases and enhancement of technology platforms. Through theseefforts, the Company can generate increasing revenues and profits while concurrently realizing efficiencies to lower costs andimprove margins. We have formed Massive to acquire successful online companies and optimize or “turbo-charge” their performance with superior technology and strategies executed by a proven management team.

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4MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING

MISSION OVERVIEW Massive intends to create a new standard in effective multi-channel targeted marketing for our online brands. Our mission isto successfully acquire and retain the customers for our acquired companies by leveraging a technology-driven approach thatutilizes rich consumer profiles exploited across multiple marketing channels including web, voice, print and mobile. Thesetools will enable Massive to efficiently drive consumer lifetime value while maximizing revenue and earnings growth.

To execute our mission, Massive will rely on a technology-enabled data-driven and information-driven approach that mathematically optimizes marketing strategies across a broad range of media options with the overriding objective of drivingproduct sales and revenues. We are developing effective customer acquisition and retention strategies that optimize messagingfrequency and media channel mix including lead generation, email marketing, web, voice, print and mobile marketing channels.

We anticipate substantial growth through prudent complementary acquisitions of profitable consumer products companiescoupled with organic growth facilitated by an experienced management team. Although revenue growth is one importantmeasure in the identification of acquisition targets, earnings contribution to Massive is a more meaningful metric to our acquisition strategies. The Company’s management team and board of directors will be populated by executives with adepth of experience in acquisitions and direct marketing, forging profitable strategic relationships.

ACCRETIVE MARKETINGA principal tenet of the Company’s business model “Accretive Marketing,” is a powerful approach to understanding and communicatingwith customers. Massive’s technology-based methods will enable us to capture significant data about our customers, including demographic and psychographic data such as values, lifestyles, purchase behavior, needs, and preferences. The strategy is straightforward and simple: deliver products, information and services to customers whose loyalty to us increases because their livesand decisions are made easier as a result of our services and offerings. Each of Massive’s operating subsidiaries will benefit from theaccumulated data and the technologies utilized to deploy that data in direct and effective communications with consumers.

We believe strongly in life-long relationships with our customers and clients. Our communications and interactive methods willallow us to create those relationships by respecting our customers’ preferences in terms of both communication channels andproduct targeting. Our revenue-generating techniques are informed by the proven fundamentals of behavioral marketing in which

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MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING5

marketing campaigns are designed according to the behavior of the consumer, responding to the customer’s preferences interms of communication channels such as email, direct mail, print advertising, mobile messaging or visiting specific websites.

CONSUMER PRODUCTS MARKET AND GROWTH DRIVERS

Growth for the Company will come from a series of acquisitions of profitable onlinebrands with a focus on the creation of a proprietary data-centric technology platformthat sets a new standard in the multi-channel marketing of goods and services. Theonline consumer products market embodies growth opportunities that are drivenby both the shift from offline media channels as well as the introduction of new marketing technologies and platforms. Leading this list of growth drivers are suchelements as behavioral marketing, lead generation, consumer-generated contentand fast-evolving technologies such as mobile communications.

Capabilities that we will build into Massive as a part of our growth strategy forrevenue acceleration include lead generation, email marketing, customer retention, acquisition marketing, SEO, web media marketing, database

marketing for voice and print, plus data-driven analytics, attribution analysis, and reporting. We are seeking acquisitions thatwill own viable brands, richly profiled consumer data or robust enabling technology platforms, as well as seeking serviceproviders who have strong and trusted relationships with such brands. We will be redefining targeted marketing to our aggregateproprietary consumer database through the creation of a powerful sales and marketing organization enabled by superior technology, experienced management, effective execution and a commitment to developing high value customers for life.

We believe strongly that technology-enabled marketing can be utilized to develop high value consumer relationships. Our communications and interactive methods will allow us to create those relationships by leveraging consumer preferences in termsof both communication channels and message targeting. As noted above, our techniques are informed by proven fundamentalsof behavioral marketing under which marketing campaigns are designed according to the behavior of the consumer, and respondnimbly to the customer’s preferences in terms of communication channels, with the flexibility to communicate through the web,email, direct mail, 800 numbers, mobile devices or some combination thereof to enhance sales.

Retail e-commerce sales in the United States from 2013 to 2019*

600

500

400

300

200

100

0

SourceeMarketer© Statista 2016

2013 2014 2015 2016 2017 2018 2019

Revenue in billions U.S. dollars

260.67

298.26340.61

384.89

431.84

481.94

534.95

U.S. retail e-commerce sales by category 2012-2018*

Computer &consumerelectronics

Apparel &accessories

Auto & parts

Books/music/videos

Furniture & homefurnishings

Health & personal care

Toys & hobby

Office equipment& supplies

Food & beverage

Other

Total

2012 2013 2014 2015 2016 2017 2018

$49.0 $57.4 $66.4 $76.1 $86.1 $96.9 $108.4

$38.0 $44.7 $52.0 $59.7 $67.9 $76.6 $86.0

$23.3 $27.3 $31.6 $36.2 $41.1 $46.2 $51.6

$19.6 $23.2 $27.2 $31.5 $36.0 $41.0 $46.2

$15.2 $17.7 $20.3 $23.1 $26.0 $29.1 $32.3

$12.9 $15.0 $17.3 $19.6 $22.1 $24.7 $27.4

$8.9 $10.5 $12.1 $13.8 $15.6 $17.5 $19.5

$6.3 $7.3 $8.3 $9.3 $10.4 $11.4 $12.6

$5.3 $6.1 $7.0 $7.9 $8.8 $9.7 $10.9

$46.7 $54.1 $62.0 $70.1 $78.5 $87.3 $96.6 $225.3 $263.3 $304.1 $347.3 $392.5 $440.4 $491.5

Note: includes products or services ordered using the internet, regardlessof the method of payment or fulfillment; excludes travel and event tickets. Sources: eMarketer, April 2014 *in billions U.S. dollars

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MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING6

MANAGEMENT AND BOARD OF DIRECTORS

As with any successful company, Massive’s achievements will be driven by a seasoned and proven management team andgoverned by a highly experienced board of directors. Massive’s management team members have extensive experience infinance, technology, operations and acquisitions – all of the elements that that will drive the growth of acquisitions that willcapitalize on the art and science of interactive marketing in today’s global economy. Massive management will be highly focused on continually refining the quality of our personnel and representatives on a company-wide basis and in activelysearching for individuals of merit who share the vision of Massive.

Success in our business depends as much on the elements of art as on the science of modern marketing to generate earnings. Massive will have a fully integrated team of marketing professionals whose many years of experience will allowus not just to understand data but to gain a distinct advantage over our competitors through the team's creativity. In order togrow revenue and profitability to prosper, any company needs a well-defined management infrastructure, as well as a management team with proven competence in the identification, acquisition and integration of complementary companiesand assets. We believe we have such a team.

ALFONSO J. CERVANTES, EXECUTIVE CHAIRMAN

Alfonso J. Cervantes (“A.J.”), 66, is the Executive Chairman of Massive Direct. Mr. Cervantes is also Chairman of Trilogy Capital Group, LLC, a private equity firm and a principalshareholder of Massive. For over thirty years Mr. Cervantes has accumulated extensive experience indiversified businesses in the public markets with a proven strength in corporate finance. Since 2002,Mr. Cervantes has been Chairman and Chief Executive Officer of Trilogy Capital Partners, Inc., a financial services group and affiliate of Trilogy Capital Group. His significant capital markets experienceincludes M&A, IPOs, APOs, PIPEs and Bridges as well as reorganization of middle-market companies.

Both as a principal and a financial services professional, Mr. Cervantes has facilitated a significant number of M&A transactions.Most recently, in 2012, he founded Staffing 360 Solutions, Inc. (NASDAQ: STAF), an emerging growth public company engaged in the provision of temporary staffing services on a global basis. In a period of five quarters, Mr. Cervantes completedfive acquisitions, facilitated approximately $25 million of debt and equity financing and drove Staffing 360 to over $140 millionin annualized revenues with approximately 3000 employees. Effective of December 31, 2014, Mr. Cervantes resigned fromStaffing 360 to assume responsibilities as Chief Executive Officer of Trilogy Capital.

MICHAEL G. ROWSOM, CHIEF EXECUTIVE OFFICER, DIRECTOR

Michael Rowsom, 54, has extensive experience managing both large and start-up data-driven marketing services companies. Through more than twenty years in management and leadershippositions in the direct marketing sector, Mr. Rowsom’s accomplishments have been built on a fusionof solid business analysis, team-building skills and visionary strategies that have driven his organizations to record-setting revenues and growth. These companies include Hearst Magazines,where from 1992 to 1996 he held executive positions in magazine development which launchedMarie Claire and Smart Money magazines; and Hearst New Media which launched HomeArts, the

first women-focused ad network, which was ultimately sold for $520 million to iVillage. Mr. Rowsom joined a technologystart-up in 1996 that merged with two other companies to become 24/7 Media, he was also responsible for creating 24/7Mail, the fastest growing email company nationally as well as overseeing and participating in the acquisition of more thanten media and technology companies; 24/7 Media was acquired by WPP for $649 million. In early 2002 Mr. Rowsomjoined IAC/InterActiveCorp to lead marketing for the PGA Tour, NBA, CBS Sportsline, NHL and NASCAR ecommercebusinesses, driving revenue from just under $5 million to $35 million. In 2003, Mr. Rowsom led the successful turnaroundof leading pharmaceutical marketing company Quality Health, a leading pharmaceutical marketing company with 50 millionmembers and $30 million in revenue.

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7MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING

ANTHONY D’ELIA, PRESIDENT AND CHIEF CREATIVE OFFICER

Anthony D’Elia, 49, is a highly experienced creative marketing leader with an effective track record innew start-ups, business acquisitions and consulting relationships. Mr. D’Elia possesses overtwenty-five years of experience in creative marketing leadership positions in nearly every industry including fashion, home, construction and technology. Mr. D’Elia began his career as a designer atHearst Magazines for Harper’s Bazaar in 1988 and was promoted to Design Director of Hearst’s Magazine Development Group where he oversaw the creative launch and development of many successful magazines including Smart Money, Living Well, Countryside, Marie Claire, ESPN Magazine

and Bob Vila’s American Home. In 1996 Mr. D’Elia launched Big Designs Inc., a full creative and marketing firm with a broadportfolio of Fortune 500 companies. With clients such as American Express, Polo Ralph Lauren and Good Times Entertainment, Big Designs earned a reputation as a leading design firm in emerging media. Big Designs was acquired byAlliance Data Systems (“ADS”) in 2006, where Mr. D’Elia served as Chief Creative Officer. After leaving ADS, Mr. D’Elia continued with his creative and marketing consultancy. In 2007, Mr. D’Elia founded Jettison Group, Inc. (d/b/a Massive Creative), now an affiliate of Massive Direct.

RONALD SCOTT, INTERIM CHIEF FINANCIAL OFFICER

Ron Scott, 61, is a highly skilled financial executive and brings to Massive a wealth of diversified accounting and financial management experience. Mr. Scott’s association with Massive provides theCompany and its related entities with dynamic due diligence processes for both public company targetsand prospective private company acquisitions. In addition, Mr. Scott’s mission with Massive is to do a“bottoms up” installation of reporting and accounting procedures to assure maximum compliance whileconcurrently working to identify a highly competent and skilled permanent Chief Financial Officer withinthe direct marketing sector. Mr. Scott is a forward-thinking senior level finance executive and leader

with over thirty years of experience and a stellar track record of building and directing best-in-class corporate finance organizations. His broad range of experience spans from a $350 million global high-tech firm with 2,500 employees to a $2million natural products company. Mr. Scott is consistently effective in reducing risk and ensuring strong bottom-line performance. Most recently, Mr. Scott has been engaged by small to medium sized public and private companies providingforward-looking information, specifically budgeting, forecasting and cash flow management. Mr. Scott’s expertise includescorporate finance, management, corporate reorganizations, cost reduction and avoidance, financial analysis and reporting,IPO management, financial and contract negotiations, ISO 9000 Quality Systems, SEC reporting and compliance, and managing banking and investor relationships.

RONALD ALTBACH, M&A ADVISORY

Ron Altbach, 69, brings to Massive Acquisition over thirty years of experience as a highly successfulfinancial services executive with a strong emphasis on M&A. Ron is an experienced venture capitalist andmerchant banker. He is currently President of Regeneration Capital Group, a New York-based merchantbank he formed in 2008 and where he serves as President. As an investment professional and executive,Mr. Altbach brings a depth of experience in the formation and successful development of both private andpublic companies. He has served in senior leadership positions in a variety of industries including investment banking, private equity, marketing, consumer and luxury products, and media finance. He

serves as lead independent director on the board of Catch Media, a cloud- based technology provider with tens of millions ofactive users across the globe, and is a principal in Games Marketing, a leading provider of online gaming intellectual property. Heserved as founder, Chairman and Chief Executive Officer of Cross Media Marketing Corporation from 1998 to 2003, a publiclyheld technology-driven direct marketing company. From January 1995 through July 1998, Mr. Altbach held the position of ViceChairman of Rosecliff, Inc., a prominent New York-based merchant bank principally engaged in direct investment and leveragedbuy-outs. During that same time period, he also served as Chairman of Paul Sebastian, Inc., a Rosecliff portfolio company that

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8MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING

marketed both proprietary and licensed fragrance brands to U.S. and international department stores. From 1992 to 1994, Mr. Altbach was President and principal shareholder of Olcott Corporation, which was engaged in the world wide distribution ofluxury products to the mass market through direct sales, television sales and as premiums. From 1983 through 1987, he was co-founder and President of Mediacom Industries, a publicly listed company that was engaged in financing, production and inter-national distribution of film and television properties.

INDEPENDENT DIRECTORSRonald Altbach (see above)

Richard M. Cohen

Richard Cohen, 65, brings to Massive Acquisition excellent business development skills in revenue growthand financing with more than twenty-five years of experience as a director for start-ups, early stage growthcompanies, private-to-public company transitions and distressed company turnarounds. Mr. Cohen is theManaging Member of ACIRI Consultants, a financial services company engaged in sophisticated financialanalysis for privately and publicly held companies. In 2012, Mr. Cohen was a Co-Founder and ManagingPartner of Chord Advisors, LLC, a financial services entity, he provided complete outsourced CFO servicesincluding SEC reporting (lOK/lOQ), accounting policy, valuation, as well as advisory. Chord grew from a

two-person startup to a fifteen-person firm servicing more than 50 public and private clients. Mr. Cohen served as Chairman ofCorMedix Inc. (NYSE: CRMD), a publicly-listed biotechnology firm in 2012 and 2013, and he has also served as an independentdirector of a number of publicly held companies including Rodman & Renshaw (NASDAQ: RODM), a publicly held investmentbank where he also served as the head of the company’s audit committee. Mr. Cohen holds a B.S. from the Wharton School ofthe University of Pennsylvania, an MBA from Stanford University and a CPA from New York State (inactive).

PRIVATE-TO-PUBLIC PATHWAY

Massive is committed to early and significant liquidity for our investors. By filing with the Securities and Exchange Commissionpursuant to a Regulation A+ financing in the first year of operation, the Company will be “fast-tracking” its prospective publiclisting. As a public company, Massive has the ability to create a larger audience of potential institutional and retail investorsas well as a currency to be utilized as part of the acquisition consideration paid to sellers. In addition, as a fully reportingcompany, maximum transparency can support capital formation and market visibility.

1

2

3

4

BridgeUp to $500,000

506(c) Initial AcquisitionUp to $5 Million

REG A+Up to $50 Million

Listing onNASDAQ

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9MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING

ACQUISITION VALUATION AND FINANCING

Massive will acquire target companies through a reverse triangular merger utilizing a combinationof cash, seller notes, earn outs and public company stock, the valuations will be generally at 4xto 5x trailing adjusted EBITDA. The seller notes are generally at 6% annual interest with a fiveyear straight line amortization and a balloon 36 months following closing. Massive anticipatespaying no more than 33.3% cash on any acquisition it executes. The remainder is allocated between stock and a note and/or earn-out with a heavier weighting toward the former. Althoughthe acquisition consideration is structured, a Massive transaction provides three distinct benefitsto the principals of a Massive acquisition. First, a significant liquidity event. Second, the creation

of a significant equity position in an emerging growth public company or company on a private-to-public pathway. Third, ongoing employment at a customary level of industry compensation.

It should be noted that a Massive acquisition utilizing a minimum of 40% of Massive’s public stock may result in a tax-freeor tax-deferred event for the seller.

Section 368 of the Internal Revenue Code recognizes three types of corporate acquisition structures that qualify as tax-free(or tax-deferred) reorganizations:

n Type "A" Reorganization (stock-for-assets acquisition)n Statutory merger or consolidationn Forward triangular merger

DEVELOPMENT OF ACQUISITION PIPELINE/PRIVATE-TO-PUBLIC ARBITRAGE

Massive employs multiple analysts who are tasked with identifying companies that are profitable and lend themselves to Massive’sconsolidation strategies. Management seeks to find profitable companies where acquisitions can be made with private valuationssuch as 4x to 5x Adjusted EBITDA but where public company valuations for companies in the online marketing sector may have valuations in the 8x to 9x range. This arbitrage is a primary tenet of Massive’s business model. In addition to identifying attractivecompanies for acquisition, Massive’s management devotes significant time to identifying top executive talent in any acquired companywhose talents may be used at the parent company level. Massive also places the highest level of importance on engaging management that can drive the growth and success of our subsidiary companies.

HOLDING COMPANY STRUCTURE

The holding company structure provides Massive with important advantages. Each wholly-owned subsidiary is able to partitionits assets and operations essentially creating a “firewall” between the parent and subsidiary. Other advantages include diversification and risk management, segregation of assets, tax advantages and, ultimately, ease of spinoff of the subsidiarieswith greater efficiencies. The Company has the flexibility to finance its operations at both the parent and subsidiary levels througha broad array of financial instruments.

PRINCIPAL SHAREHOLDERSThe principal shareholders of Massive are:

Trilogy Capital Group, LLC - 30%Mesa Lane, LLC - 30%Jettison Group - 20%Rowsom Group, LLC - 20%

n Reverse triangular mergern Type "B" Reorganization (stock-for-stock acquisition)n Type "C" Reorganization (stock-for-assets acquisition

CASH33.3%

STOCK33.3%

NOTE OREARN-OUT33.3%

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10MASSIVE DIRECT, INC. THE ART AND SCIENCE OF 1-TO-1 MARKETING

SUMMARY

Massive's management team is actively engaged in the identification and acquisition of profitable companies with online brandsthat will be optimized by technology-driven direct marketing technologies and strategies. With the objective of accelerated revenue and earnings growth, our companies will integrate proven direct marketing practices with sophisticated technologiesthat deliver best-of-breed solutions to sell both proprietary and third party products and services through a multi-channel marketing platform.

The world of data changes every day and every hour, and new technologies are harnessing the power of that data. The challenge,and the opportunity, is to make this new world of data useful so that successful companies can capitalize on it. Management teams that deploy disruptive techniques can go from relative unknowns to a dominant force in just a few years.

WELCOME TO THE WORLD OF MASSIVE DIRECT.

CONTACT INFORMATIONA.J. CervantesExecutive ChairmanMassive Direct, LLC990 Biscayne Blvd.Suite 401Miami, FL 33132Tel: 786.749.2221info@MassiveAcqusition.com www.MassiveAcquistion.com

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A.J. Cervantes, Executive Chairman990 Biscayne Blvd., Suite 401, Miami, FL 33132

Tel: 786.749.2221

info@ MassiveDirect.com • MassiveDirect.com

MASSIVE DIRECTTHE ART AND SCIENCE OF 1-TO-1 MARKETING