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EXCHANGEMALL.COM, INC.
3420 N San Fernando Blvd. Suite 200
Burbank, CA 91504 USA
Dear Shareholder: Over the past 24 months, we have made significant steps towards building our core business drivers and impressive growth is being achieved through our wholly owned subsidiary First National Information Network (FNIN), which is currently executing expansion through the publication of Investor Concepts, SalesRide.com, and Fast Info 1 as well as Exchangemall.com’s B2B sites. Looking forward this 2009 and into 2010, we have come to our goal to be acquired by a public company. The proposal is for the sale of the assets of Exchangemall’s wholly owned subsidiary FNIN, along with SalesRide.com (SalesRide”) (www.salesride.com) and Investor Concepts (“Investor Concepts”) (www.investorconcepts.com) to Zuma Beach Entertainment, Inc. (“Zuma Beach”) in exchange for 170,000,000 publicly-traded common shares of Zuma Beach, representing a purchase price of eight million five hundred thousand dollars ($8,500,000.00) for the sale of the assets of Exchangemall, whereby the Zuma Beach share consideration is calculated based on a $0.05 per share trading price of Zuma Beach common stock. The offered purchase price represents a premium of approximately fifty percent (50%) over the value of $0.21 per share assigned by ERISA Valuation Associates in their Limited Scope Fractional Interest Market Valuation Report of Exchangemall for the calendar year ended December 31, 2008 Zuma Beach is a Nevada Corporation that is traded on the Pink OTC Market under the symbol “ZMBC”. Zuma Beach is in the film and animation, and sports entertainment industries. Since I am also the CEO of Zuma Beach, I will have to abstain from voting on any proposal or issue relating to this transaction. Zuma Beach has evolved into an entertainment Company that seeks to develop, license and distribute film and animation and sports entertainment products for all audiences. It is the objective of Zuma Beach to build a comprehensive entertainment library that exceeds consumer demand for high quality, captivating entertainment with an objective of creating maximum shareholder value. During the past two years, Zuma Beach has entered into strategic licensing and acquisition agreements in both the film and sports entertainment industries. In April 2007, Zuma Beach signed an exclusive distribution agreement with AngelBabies, LLC. The terms of the agreement grant Zuma Beach the exclusive rights to license and distribute AngelBabies and all related products for up to twenty (20) years. AngelBabies is a concept where cherubic baby angels perform good deeds on earth to earn their golden wings, an animated property that seeks to combine the comedy of Rugrats with the endearing spirit of Touched by an Angel. Zuma Beach endeavors to actively develop, license and distribute Angel Babies to capitalize on the multi-billion dollar licensing and merchandising market that exists in the children’s entertainment niche. Zuma Beach owns 100% of the licensing and distribution rights to AngelBabies and is exploring the option of obtaining a majority interest in AngelBabies LLC. Zuma Beach management believes AngelBabies has the potential to evolve into a hit property. In February 2008, Zuma Beach purchased all of the assets of World Arena Rugby Union, LLC (“WAR”) consisting of various intellectual properties in exchange for thirty-one percent (31%) of the issued and outstanding common shares of Zuma Beach. The purchase agreement closed with the issuance of forty six million seven hundred fifty thousand, one hundred seventy-one (46,750,171) shares of Zuma Beach common stock to members of the WAR LLC. Zuma Beach hopes to establish and launch the inaugural season of WAR during the summer of 2010. WAR will be the first professional indoor rugby league consisting of at least six teams in strategic markets in the United States global sports organization leader by investing in cutting edge marketing and promotional strategies designed to capitalize on the expanding depth of interest in edgy sports entertainment by building WAR into a profitable sports entertainment product that generates revenue streams from ticket sales, licensing and merchandising and broadcast revenue. In March 2008, Zuma Beach acquired a five percent (5%) participating ownership interest in a slate of film and television projects produced by Freddy Braidy of Deco Entertainment, LLC (“Deco) and Nicholas Celozzi of C. Julian Productions Inc. (“Julian”). The slate of projects includes (i) "Sea of Darkness" (USA working title) known as “Dark Tracks” in the European Film Market, a true story documentary of the Indies Trader and the men behind modern surfing, directed by Michael Oblowitz (ii) "20% Fiction," a dramatic comedy film that centers on a respected acting coach who is dissatisfied with his superficial life in Los Angeles, to be directed by Barry Primus and with Robert De Niro as Executive Producer (iii) "MOMO, The Sam Giancana Story" (Television Mini-Series) a six-hour television mini-series that details the life of infamous Chicago mob boss Sam Giancana whose rein spanned the 1950's and 1960's, with Mark M. Wolpher as Executive Producer for Warner Bros Entertainment and (iv) “Momo, The Sam Giancana Story" (International Feature-Length Documentary) a documentary film that details the life of infamous Chicago mob boss Sam Giancana, a larger-than-life character whose flamboyant lifestyle paved the way for high profile mobsters. The ownership interest in this slate of entertainment projects was acquired by Zuma Beach in exchange for ten million (10,000,000) shares of Zuma Beach common stock. Zuma Beach anticipates the realization of revenues from the perpetual ownership interest in the slate of projects it acquired from Deco and Julian. We have given careful consideration to the asset purchase transaction and feel it will deliver significant value for both companies. The transaction will provide increased liquidity to all of you and the opportunity to become an active shareholder of a publicly traded entertainment company. More importantly, it will deliver superior value to our respective combined shareholder bases, creating a more competitive company that will benefit from a greater opportunity to raise capital and achieve sustained revenue growth.
Zuma Beach will be relying directly on the subscription proceeds of the 506 Offering to finance production and distribution plans and the acquisition of additional ownership interest in film projects, an Offering that requires the support and commitment of new and current shareholders to propel Zuma Beach into the growth stage of its business life cycle, to achieve maximum profitability and shareholder value. Please visit the Zuma Beach website at www.zumabeachentertainment.com to obtain information updates, view their 2008 consolidated financial statements, read the WAR business plan and to download a copy of the 506 Private Offering Memorandum (the “Memorandum”).
Thank you for your consideration.
Sincerely,
Mark Savoy |
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