iConsumer Convertible Note Offering

111

WHERE

OWNERSHIP

IS THE

ULTIMATE

ECOMMERCE

LOYALTY

PROGRAM

SEPTEMBER 2017

SAFE HARBOR STATEMENT: THIS PRESENTATION CONTAINS FORWARD LOOKING STATEMENTS AND ASSUMPTIONS THAT WILL VARY FROM ACTUALITY. A COMPLETE SAFE HARBOR DISCLAIMER IS INCLUDED LATER IN THIS PRESENTATION.

2

Company Highlights

®

• TestedLeft beta phase in Feb., 2017 with 13,000

customers, 1,700 retail partners, and revenue.

• TractionSuccessfully closed Reg. A+ offering. Grew from

13,000 to 39,000 customer / shareholders in four

months at low cost. Revenue. Filed SEC 1-K

(annual report).

• TeamLeadership have multiple exits.

• MarketeCommerce loyalty space. Multiple competitors

with $1B+ exits, opportunity for new, differentiated

entrant.

3

Company Background

®

Three forces combined to make

iConsumer possible.

• The JOBS Act of 2012Made equity crowdfunding and 1,000,000

customer/shareholders affordable

• Existing Technology & RelationshipsLeverage the infrastructure and 1,700 retailer

relationships built for iGive

• 1% vs. 99%Income inequality and the dissatisfaction of several

generations of consumers created opportunity

4

Company Background

®

Structural differentiation in an

enormous market made launching

iConsumer worthwhile

• Established competitors with massive

exits

• Changing Social Media and Mobile

Technologies

• Ownership is the ultimate loyalty

program – differentiation translates

into decreased member acqusition

cost, increased retention, & increased

purchase behavior

5

Prior Company Financing

®

Leverage existing assets, relationships,

and the rise of equity crowdfunding

• Approx. $1,000,000 in off-balance

sheet financing from a founder via

iGive.com

• Reg. A+ Offering - $185,000 from

approximately 200 investors

• Leverage the granting of equity rather

than cash to attract customers

• Next offering ready to go upon FINRA

ticker symbol issuance

6

This Financing

®

Bridge to next Reg. A+ equity offering

• Use - fund growth to 250,000

members and forecasted break even.

• Convertible 8% Debt – Pre 9/25

investment converts at .075 per share

(restricted shares) at holder’s option.

Last equity offered at $.09 per

unrestricted share.

Post 9/25 investment converts at 25%

discount to then current offering

price.

• Next equity offering ready to go upon

FINRA ticker symbol issuance –

expected price $.12 per share

7

EXECUTIVE TEAM

Sanford SchleicherCTO & Co-founder

CTO – iGive.com – 2008

j2 Global CommunicationsDirector

Co-founder and Chief

Architect,

Onebox sold – 2000

BS, Computer SciencesUniversity of Illinois

Melinda MooreCMO

CMO, Crowdfunder – 2015

Co-founder, LovingEcosold – 2012

Co-founder, Tuesdaynights2012 – 2016

Top 50 Digital Women in

2015Digital LA

Author, How to Raise

Money: The Ultimate Guide

to Crowdfunding

BA, PsychologyUCLA

®

ADVISORY

BOARD

David Carlick

Venture / Co-founder

DoubleClick,

Former CEO

Public Company

Michael Brennan

Real Estate /

Private Equity,

Former CEO

Fortune 500 REIT

Robert GrosshandlerCEO & Co-founder

Founder, iGive.com – 1997

Founder, eComXpoSold – 2008

Founder, IntercastSold – 1995

Co-founder, The SOFTA GroupFounded -- 1981, sold – 1993

Principal, Industrial & R.E.

Workouts1975 – 1980

8

1iConsumer members shop at

1,700+participating retailers via the platform

Retailer handles all aspects of transaction (billing, shipping)

2

Retailers pay iConsumer a

COMMISSION(~1-20% of transaction)

Additional revenues from advertising & data mining

iConsumer shares commission with

MEMBER(Cashback)

~ 80/20 split typical (i.e. 20% gross margin – cash available for operations and debt service)

3

Members earn

EQUITYin iConsumer as additional reward for shopping

Members also earn equity for joining & referring shoppers

4

Where ownership is the ultimate - eCommerce Loyalty Program

HOW IT WORKS

9Where ownership is the ultimate - eCommerce Loyalty Program

NEW APPROACH TO

COUPONS/LOYALTY

They bought a $100 sweater “on sale” for $5.00 off

Your grandparents visited

Your parents visited

$5.00 OFFPAPER

COUPON FOR

to buy the $100 sweater for $95 with a

5% REBATE BUT the discount comes in stock in iConsumer plus cash and you become a partner/investor in an unprecedented form of customer loyalty – company ownership

You visit .com via

too.

They also bought the $100 sweater for $95 with a

$95

10

Company was bootstrapped by

ECOMMERCE-EXPERIENCED

ENTREPRENEURPost Beta Marketing starts in 1Q

2017 leveraging SEO/SEM/SM strategies resulting in

~300 customers per day ~ $4.00 each.

1,000 2,000 4,000 5,000 6,000

8,000 10,000

24,000

40,000

64,000

100,000

0

20,000

40,000

60,000

80,000

100,000

120,000

6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 9/17 12/17

BUILD ON SUCCESSFUL AND

EFFICIENT GO TO MARKET STRATEGY


*Members by quarter

MARKETING

STARTS

11

LARGE AND GROWING GLOBAL

ECOMMERCE MARKETPLACE

INCLUDESproducts or services ordered using the internet via any

device, regardless of the method of payment or fulfillment;

excludes travel and event tickets.

$20.795

$22.049

$23.445

$24.855

$26.287

$27.726

$1.448 $1.915 $2.352

$2.860 $3.418

$4.058

$0.000

$5.000

$10.000

$15.000

$20.000

$25.000

$30.000

2015 2016 2017 2018 2019 2020

Total Retail Sales Worldwide, 2015-2020 Retail Ecommerce Sales Worldwide, 2015-2020


*dollars in trillionsSource: eMarketer, Aug 2016 www.eMaarketer.com

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$12,700,000,000

$1,500,000,000

$1,050,000,000

$960,000,000

$20,000,000

$13,000,000

$0 $2,000,000,000 $4,000,000,000 $6,000,000,000 $8,000,000,000 $10,000,000,000 $12,000,000,000 $14,000,000,000

* MyPoints is now part of SwagBucksWhere ownership is the ultimate - eCommerce Loyalty Program

IPO OR SALE VALUATIONS

UNICORNS! IN COUPON/LOYALTY

*

Valuation metrics ranged for this

group of companies. eBates sold

for $384 per customer.

RetailMeNot had P/E ratios that

ranged from 48 to 270.

13

DIFFERENTIATED OFFERING IN

COUPONS/LOYALTY

reward

Cash

Cash

Cash

Cash

Gift Cards

Stock Ownership


(MyPoints before)

Gift Cards


NEXT STAGE INVESTMENT

Market Cap

~$20,000,000

Share Price (last sale):

$.09 (May, 2017)

210,000,000Shares Issued & Outstanding

$2M note $.075/share conversion price if commit by 9/25, after that 25% discount to then current offering price at conversion time

Anticipated next offering price:

$.12 /shareWill have ticker symbol and OTC QB listing


$~1M INVESTMENT TO REACH

250K MEMBERS (BREAK EVEN)

1,000 2,000 4,000 5,000 6,000 8,000 10,000 24,000

40,000 64,000

100,000 145,000

250,000

325,000

400,000

475,000

750,000

1,000,000

0

200,000

400,000

600,000

800,000

1,000,000

1,200,000

6/15 9/15 12/15 3/16 6/16 9/16 12/16 3/17 6/17 9/17 12/17 3/18 6/18 9/18 12/18 3/19 6/19 9/19

Members

CASH FLOW

POSITIVE

FORECASTED


TIMELINE

10/17 –12/174Q 2017 is pivotal

Opportunity to captureMore members with holidays

9/17$2M investment

In combination with member focus on use and additional

awards/value creation resulting in increased value of shares

9/16Qualified Reg A+

IPO

2/17Post Beta MarketingGotoMarket Strategy

Growth skyrocketsAt rate of 9K monthly

9/17Strategy focus

On growth to Cash Flow Positive at~ 250,000 Members

FINRA ticker in process

17

USERS/MEMBERS

EST. DATE ACHIEVED

Annualized Revenue

Annual Gross Margin

Fixed Operating Costs

Annualized Cash Flow (W/O Cost Of Acquisition)

Variable Op. Cost

Marketing

Cash Req. To Achieve

40,000 1,000,000

2021

$50,000,000

$10,000,000

$ 2,000,000

$ 5,000,000

$ 1,500,000

$ 2,000,000

6/2017

$1,500,000

$ 300,000

$ 300,000

$ (150,000)

$ 50,000

$ 100,000

Shares Outstanding 210,000,000

250,000

9/2018

$12,500,000

$ 2,500,000

$ 1,000,000

$ 700,000

$ 500,000

$ 300,000

$ 1,000,000

500,000

2019

$25,000,000

$ 5,000,000

$ 1,500,000

$ 2,000,000

$ 1,000,000

$ 1,000,000

Market Cap @ $200 A Member

Price Per Share

$ 50,000,000 $ 100,000,000 $ 200,000,000

$.09

265,000,000

$.19

302,000,000

$.34

378,000,000

$.53


THE DRIVE TO MARKET VALUE

Estimated - Forward Looking Statement

$1,500,000$ 500,000

Use of proceeds

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• Membership Growth

Explicit 1,000,000 Member Goal

• Increase Gross Margin per Member

Additional Revenue Sources – Size Matters

Adjust Cashback vs. Stock Ratio (leverage the multiple)


BUILDING VALUE –

TWO PRONGED STRATEGY

Fundamental Economics Stock Market Focused

OTC QB and penny stock status have challenges but during early stage economics are persuasive. 250,000 shareholders have market makers

interested.

Uplisting to an exchange expensive, may be worth it at right time

• Institutional Interest

• Increased Float

• Credibility


CONVERTIBLE DEBT OFFERING

$1 - $2MM - 8% interest - 3 year term

Amount:

8% Interest accrued year 1, interest only years 2 and 3, paid

quarterly

Convertible at holder’s option, after FINRA approval

Conversion: .075/Share if commit by 9/25. 25% to most recent

offering price thereafter

20

COMPLETED SUCCESSFUL Reg. A+ offering, May, 2017

Share Price: $.09 PER SHARE (~$20,000,000 market cap)

After FINRA review & ticker symbol issuance, iConsumer will be quoted on the OTC QB MARKET FALL, 2017

~41,000 Shareholders

Lawyers don’t like CALLING US PUBLIC, because we used Reg. A+


BUILT IN EXIT - PUBLIC COMPANY

21

• THE CONVERTIBLE DEBT OFFERING DESCRIBED IN THIS PRESENTATION IS OPEN TO “ACCREDITED INVESTORS” ONLY, THROUGH AN OFFERING MADE INACCORDANCE WITH REGULATION D, RULE 506(C) OF THE SECURITIES ACT OF 1933, AS AMENDED. IN PURCHASING SECURITIES THROUGH A 506(C) OFFERING, WE ARE OBLIGATED TO VERIFY ANY PARTICIPATING INVESTOR’S STATUS AS AN “ACCREDITED INVESTOR” IN ACCORDANCE WITH RULE 501 OF REGULATION D.

• NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED FOR THE PURCHASE OF OUR SERIES A NON VOTING PREFERRED SHARES, AND IF SENT IN RESPONSE, WILL NOT BE ACCEPTED.

IN REGARDS TO OUR SERIES A NON VOTING PREFERRED SHARES, NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL AN OFFERING STATEMENT FILED BY THE COMPANY WITH THE SEC HAS BEEN QUALIFIED BY THE SEC. ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME BEFORE NOTICE OF ACCEPTANCE GIVEN AFTER THE DATE OF QUALIFICATION.

• INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE CONVERTIBLE DEBT OFFERING CAREFULLY BEFORE INVESTING. THE OFFERING'S DOCUMENTS MAY BE OBTAINED BY CONTACTING US. PLEASE READ THE OFFERING DOCUMENTS CAREFULLY BEFORE YOU INVEST. THE ARTICLES AND OTHER INFORMATION DESCRIBING OUR BUSINESS MAY CHANGE AND WE ARE UNDER NO OBLIGATION TO UPDATE OR ADVISE AS TO THESECHANGES. THE INFORMATION ON THIS WEBSITE IS PROVIDED FOR CONVENIENCE ONLY, IS NOT INVESTMENT ADVICE AND MAY NOT BE RELIED UPON IN CONSIDERING AN INVESTMENT IN THE OFFERING. PROSPECTIVE INVESTORS MAY RELY ONLY UPON THE OFFERING’S CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM, NOTE, AND SUBSCRIBER AGREEMENT.

• WE DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED ON THIS WEBSITE AND UNDERTAKE NO OBLIGATION TO UPDATE THE INFORMATION. ALL INVESTMENTS CONTAIN RISK AND MAY LOSE VALUE. THIS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF INTEREST TO PURCHASE ANY SECURITIES OR INVESTMENT ADVISORY SERVICES IN ANY COUNTRY OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT PERMITTED BY LAW.

•AN INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND.

OUR ANNUAL REPORT ON FORM 1-K DISCUSSES SOME OF THE IMPORTANT RISK FACTORS THAT MAY AFFECT OUR BUSINESS, RESULTS OF OPERATIONS,

AND FINANCIAL CONDITION.


SAFE HARBOR STATEMENTS

22

CONTACT

“We’re here to make a dent

in the Universe.”

Steve Jobs


Melinda Moore310.339.1681

[email protected]

Robert Grosshandler847.477.6968

[email protected]

Investor Relations

iConsumer Convertible Note Offering