Leonhardt Venture’s Cal-X Stars Business Accelerator Howard Leonhardt www.calxstars.com www.calstockexchange.com www.calxelerator.com www.calxcrowdfund www.leonhardtventures.com (310) 310 2534 This confidential report has been prepared to introduce The Cal-X Stars Business Accelerator. The recipient agrees to keep all information contained herein confidential and not use it for any purpose whatsoever other than to evaluate and determine interest in collaborating with or assisting the accelerator or it’s portfolio companies (includes target portfolio companies where have not yet invested). Cal-X The CALIFORNIA STOCK EXCHANGE www.calstockexchange.com Is in early process of registering with the SEC (36 months til fully operational) to be the first conscious capitalism stock exchange emphasizing local investing and comprehensive holistic research analysis of companies. Aspiration to be amongst the three leading stock exchanges in the history of the United States. No day trading. No short trading. Limited trading windows. High level of transparency. Mandatory monthly or quarterly shareholder meetings via internet TV without scripts or pre-loaded questions. CEO and CFO participation openly and mandatory in daily message board communications. Expected to be home of $8 million to $100 million IPOs of growing companies with a minimum of $20 million in revenues. Cal-X Crowdfund Connect - www.calxcrowdfund.com Is committed to be the premier equity crowdfunding portal and service provider in California teamed with EquityNet + Crowdfunder.com and others. We are leaders in California Qualification by Permit $5 million offerings and expanded 506D offerings of up to $50 million teamed with a registered broker dealer partner and Methvenlaw. Far more than just an ordinary crowdfunding portal we comprehensively nurture companies in every aspect of growth. Cal-Xelerator - "Create to great in 108" www.calxelerator.com is a 108 day startup launch business accelerator for life science, tech and social good enterprises. Cal-X Stars - www.calxstars.com Is a 5 year business accelerator and venture fund portfolio focused on life science (stem cell & cardiovascular focus) and social good enterprises. Cal-X Funders Club - http://www.calstockexchange.com/cal-x-fundersclub/ - Accredited investor only angel network for investing in Cal-X vetted startups through single purpose vehicle LLCs. Cal-X Microloans - http://www.calstockexchange.com/calx-microloanprogram/ - Microloan programs for small businesses teamed with ZimpleMoney and Kiva. Proprietary & Confidential Page 2 Company: Industry: Cal-X Stars Business Accelerator Business Development Acceleration Services Market Release: Initial – January 2013 Location: Santa Monica, California Executive Summary The Cal-X Stars Business Accelerator and it’s associated companies Cal-Xelerator, The California Stock Exchange, Cal-X Crowdfund Connect and Cal-X Microloans seek to revolutionize the financing, nurturing and long term mentoring of star quality startups. We are launching with a foundational portfolio of the most existing disruptive technologies ever assembled into one platform. "We have a 7 year goal to better Y Our business model is simple. We select in CalCombinator’s performance of Xelerator, our startup launch accelerator, the building $7.8 billion in value in very best 4 new startups or new product their first 7 years” Howard developments out of hundreds of applicants or Leonhardt, Founder, Cal-X Stars internally generated new ideas every 12 weeks Business Accelerator that are in need of being launched. We normally invest $6,000 per full time founder up to $18,000 maximum and receive 9% equity in the outside founded companies, 4 per quarter. 3% goes to the lead mentor. 3% to a pool of 9 mentors and 3% to the accelerator itself to be paid out as a dividend to shareholders. With rare exceptions the companies are asked to locate to our Santa Monica headquarters location(s) so that mentoring can be more effective. Y Combinator and TechStars led the accelerator revolution having mentored and funded now over 300 companies, primarily computer app companies, between the two of them since 2005. The values of these companies now exceed $8 billion. The average valuation achieved being greater than $25 million. The base model works. The best of the best of the graduates of the Cal-Xeleratror startup launch accelerator will be invited to join the Cal-X Stars 5 Year Business Accelerator and will receive investment of minimum $150,000 and maximum $7 million. Cal-X Stars is taking the Y Combinator + TechStars base model and adding new features that we believe will put us in position to better their performance. We start by having at least 50% of our portfolio focused in the healthcare space that is growing exponentially with the aging of the population. Healthcare innovations due to Proprietary & Confidential Page 3 the FDA take time to get to market so we balance our portfolio with immediate revenue generating projects that help us cover our overhead as we develop blockbuster healthcare innovations. Our success is based simply on the quality of our companies, their technologies, their management teams and our mentoring team network. We utilize our screening of applicants to not only search out great new ideas, but perhaps even more importantly great new talent. Often times we will see talented people with bad ideas and will work to move them over to one of our internally generated ideas. Build great FOCUSED teams around breakthrough ideas and supporting them is what Cal-X is all about it. We believe strongly in FOCUS. Each startup management team we mentor is intensely focused on bringing their disruptive breakthrough technology to dominant market leadership position. In summary what Cal-X Stars Business Accelerator does for companies… Instant relationships to amazing people that know how to launch and scale companies. Strategic, “insider” customized 5 year mentoring and funding roadmap. Guidance and introductions to more than 30 different forms of financing. An ever increasingly recognized “startup stamp of approval”. A PR machine with connections. Access to startup launch and business acceleration services. Be part of a building star brand. Join in on Cal-X Stars road shows and events. We help build business plans, slide decks and executive summaries. We develop web sites and social media campaigns. We help companies hone their pitch to investors and customers. We help companies recruit co-founders, talent, partners, board members, board advisors. We develop crowdfunding campaigns. We help develop capital raising plans. The Cal-X Stars Core Founding Portfolio The Cal-X Stars Accelerator founding portfolio is made up of unprecedented world changing unique technologies. Portfolio by sector strategy: 50% healthcare with emphasis on stem cell revolution 40% in disruptive technologies empowering entrepreneurs 10% in fun factor investments for members such as wine, food, fashion, sports & music. Proprietary & Confidential Page 4 1. Bioheart, Inc. www.bioheartinc.com - muscle stem cells delivered via a needle tipped catheter into post heart attack heart tissue to grow bands of new blood pumping muscle. Heart failure is the leading cause of hospitalization with more than 50 million people affected. No other treatment addresses the underlying problem of recovering post heart attack scar tissue to beating pumping new muscle until Bioheart’s MyoCell. 4 clinical trials have been completed and published already. The most recent Phase II/III study demonstrated 95.7 meters improvement in exercise capacity for Bioheart MyoCell treated patients over placebo (minus 4 meters decline). This beat our primary study end point goal of 16 meters improvement by over 500%. $8 billion is spent on heart failure drugs each year which provide only minus 4 meters decline. CRT Heart Pacers with over $6 billion in sales provide only 16 meters improvement. No other stem cell type studied to date has demonstrated an ability to better 53 meters improvement. Bioheart MyoCell is the only stem cell composition that has demonstrated an ability to grow new contractile muscle in heart scar tissue. Cost of product: $1000 Sell Price: $23,000 Market: 50 million heart failure patients worldwide. Expected Sales After Full Launch: $5 billion annually. 2. MyoStim Pacers www.myostimpacers.com - World’s first heart failure pacemaker with capability to recruit via a homing signal stem cells to damaged heart tissue and to differentiate those stem cells into muscle. Boston Scientific bought Guidant for $27 billion a few years ago to gain access to their heart failure pacemaker that only increase the pumping ability of un-damaged heart tissue and does nothing to recover post heart attack scar tissue. The MyoStim Pacer is the first with the ability to recover heart scar tissue. The company also has a quicker to market electrical stimulator for diabetic foot ulcer wound healing. Cost of product: $1000 Sell price: $23,000 for heart product. Cost of product: $1000 Sell price: $4500 for wound healing product. Market size: 75 million patients worldwide. Expect Sales After Full Launch: $2 billion annually 3. StemCellBra www.stemcellbra.com - The World’s first women’s bra designed to recruits her own stem cells to her breast tissue to augment fullness without surgery. The bra has a conductive gelatin liner and is connect via two small wires to an electrical stimulator worn at the belt line that is about the size of a cell phone. The product is destined to increase breast cup size by one size every 12 weeks of use. The StemCell Bra team is working with Dr. Joel Aronowitz arguably the world’s leading breast reconstruction surgeon. He recently utilized stem cell based treatments to successfully treat the actress Suzanne Sommer’s breast in recovery from cancer. StemCellBra has a working collaboration with BioCell Therapies of Minneapolis that has developed a method and kits for collecting and using stem cells extracted from fat tissue combined with fat tissue for breast reconstruction. Cost of product: $400 Sell price: $2000 Market: Over 1 billion women worldwide. Expected Annual Sales After Full Launch: $10 billion Proprietary & Confidential Page 5 4. The California Stock Exchange – www.calstockexchange.com - A goal to be the 3rd leading stock exchange in the USA with a focus on $8 million IPOs and companies under $500 million valuation cap. Exchange does not allow day trading or short trading. An emphasis on social impact investing and local investing. Designed to fill the gap between exhaustion of friends, family and angel financing on year 3 of a company’s existence and a year 9 NASDAQ IPO. A unique model where nurturing and mentoring companies is built into the model. All listed companies are accompanied with exhaustive research analysis and un-precedented transparency. We believe companies that are good to their employees and their communities in addition to their shareholders are more likely to have sustainable high returns over the next decades. We pre-screen all companies for these conscious capitalism characteristics before listing. Cal-X will operate the most comprehensive crowdfunding platform in the world in partnership with multiply specialty industry sector platform partners to serve as a feeder network to our exchange. Cal-X intends to develop co-listing agreements and working partnerships with the ASSOB Exchange in Australia, New Market Warsaw Stock Exchange, London AIM and The Toronto Venture Exchange. 5. Heart Pump Cath – www.heartpumpcath.com - The company and it’s affiliated partners have developed three models of heart pumps on catheters. The first is set to go to market in Europe 1Q 2013 and to be approved for sale in the USA by 3Q 2013. Data from clinical trials in Europe demonstrate a 33% improvement in cardiac output an substantial improvement of renal function in treated patients. This competes against the Abiomed Impella which achieved $160 million in revenues that past 12 months. It also competes the large Intra Aortic Balloon Pump market that exceeds $500 million. The 2nd and 3rd generation Heart Pump Caths feature nitinol assemblies which permit a heart pump to be staged assembled within an aorta. This design allows for the lowest profile percutaneous catheter delivery combined with the highest flow rate pump. We intend to partner with and invest in two related companies Cardiobridge www.cardiobridge.com and Procyrion www.procyrion.com. Both have developed aortic temporary pump systems complimentary to our own. Cost of product: $1000 Sell Price: $25,000 Market: 25 million advanced heart failure patients worldwide. Expected Annual Sales After Full Launch: $500 million. 6. HeartScore – www.heartscore.com - Do you know your HeartScore? The company has developed a composite single number scoring system for heart disease risk. The composite components come from a series of genetic tests, blood tests, a lifestyle questionnaire and monitoring program and an artery scan. All enrolled into the program receive a SecondBeat watch which has an infrared scanner that determines blood vessel inner endothelium wall health on a real time basis. If you sit all day and eat hamburgers your risk score displayed on the watch face will go higher and if you exercise and eat healthy foods your risk score will lower – all real time. We intend to work with Dr. Clyde Yancy of the Heart Failure Society of America (HFSA)to implement a compliance monitoring system that ensures compliance with all HFSA guidelines to reduce un-necessary hospitalizations from heart failure. We complete this in partnership with @ home heart failure monitoring Proprietary & Confidential Page 6 technology provided by NI Medical of Israel. Cost of program: $40 a month. Sell price program: $100 to $400 a month. Market: 50 million heart failure patients worldwide and 1 billion people worldwide that can afford to monitor their heart disease risk with commitment to their own health. Expected Annual Sales after full launch: $400 million 7. BioPace – The World’s first biological pacemaker made of living cells just the way our natural pacemakers work. Natural living cell pacemakers outperform steel can battery powered electronic pacemakers with implantable steel leads by a long margin of reliability. Over $8 billion of battery powered artificial pacemakers are sold each year. The BioPace technology may also be used to treat A-Fib as an alternative to burning of freezing tissue ablation procedures. Approximately $800,000 has been invested to date to advance this platform to market. A number of patents have been issued and/or licensed. Cost of Product: $400 Sell Price: $6000 Market: 100 million patients worldwide Expected Annual Sales After Full Launch: $2 billion 8. AortaCell – Utilizing muscle stem cells to strengthen weakened aortic walls to treat small aneurysms before they become a rupture risk. Treating the necks of aneurysms where stent grafts are placed to reduce risk of neck dilatation and device leaking. Our core team introduced innovations in this field in the late 1990’s that led to market leadership positions with the TALENT stent graft. We are now ready to obsolete our own technologies. Aortic blood vessels are made of living cells and are best repaired by living cells. Cost of product: $2000 Sell Price: $23,000 Market: 1 million aneurysms diagnoses worldwide annually. Expected Annual Sales After Full Launch: $800 million 9. EndoCell – Utilizing endothelial progenitor cells derived from fat tissue to repair damaged artery walls utilizing an adventia needle delivery catheter. Cost of Product: $2000 Sell Price: $6,000 Market: 100 million+ arterial disease patients worldwide. Expected Annual Sales after Full Launch: $600 million 10. CoroStim – Utilizing vibrational energy to avoid arterial plaque formation in coronary arteries in high risk patients. A boat hall vibrated does not have barnacles. The same principle applies here. Cost of product: $1400 Sell Price: $12,000 Market: 10 million+ high risk patients worldwide Expected Annual Sales after Full Launch: $100 million 11. Kindheart Lionheart Media & Publishing – www.kindheartlionheart.com - Online retailer, publisher and producer of inspirational books, movies and music. Produced the works of the singer songwriter Ana Free and received more than 30 million views on YouTube. About to publish the book Dolphin Smiles: The Legend of Kindheart Lionheart and inspirational tale about a dolphin that remembers his previous life as a human. Modeled in style after the Celestine Prophecy as a fictional tale that teaches lessons in spirituality, joy, gratitude, entrepreneurship, a new political order, love and compassion. We hope to turn this novel into a play and a movie. The Kindheart Lionheart Book & Movie Club is our center piece product. We also have the weekly radio show The Kindheart Lionheart Radio Show focused on stories of compassion and courage. Cost Proprietary & Confidential Page 7 of Product: $12 a month. Sell Price: $20 a month Market: 3 billion people worldwide interested in self help books and inspirational biographies. Expected Annual Sales after Full Launch: $30 million 12. Wine Country Baseball – www.winecountrybaseball.com - “The Cape Cod League of The West” – This is a summer baseball league for college players that still seek to land MLB contracts. The league recruits players from around the nation to play on one of 12 teams all in the Wine Country of Sonoma and Napa Counties. Teams include; Sonoma Grape Crushers, Napa Knights, Santa Rosa Gnats, Petaluma Piratas, Healdsburg Owls, St. Helena Frost Angels, Sebastopol Apples and the Windsor Wonders. The great location and perfect summer baseball weather attract MLB baseball scouts and fans alike. Tourists can do wine tastings during the day at local wineries and then attend a baseball game at one of the 8 baseball parks affiliated with the league. Franchises asking prices range from $80,000 to $200,000 now. Franchises in the competitive North Woods, Alaska, Cape Cod and North American Baseball Leagues sell for $1 million to $3 million. The California League Class A farm club teams sell for $9 million and require a minimum $15 million ballpark investment commitment. The primary business model is to grow the 12 franchise values from $0 to $3 million each over time. The secondary business model is to take an agents fee for showcasing players and getting them signed into pro contracts of 7% of their first 3 years salary in minor league ball and first 3 years salary in MLB big show ball – similar to how American Idol works with their showcased talent. The third business revenue source is selling tickets, drinks, food and merchandise at games. We are now entering our 4th season of play. In 2010 we lost $40,000 per team, in 2011 $16,000 per team, 2012 (tournament format) $1000 per team and we expect to be profitable in 2013. We have put on more than 200 ball games in 10 parks and have entertained thousands of fans with affordable fun. Franchise development business = Cost of product: $57,000 per team Sell price: $140,000 Market: Over 10 million Americans that dream of owning a baseball team Expected Annual Revenues After Full Launch: $12 million Player development business = Cost of product: $1000 per player Sale price: $210,000 Expected Annual Revenues After Full Launch: $10 million Tickets, Food, Drinks business = Cost of product: $300 per game Sell price: $4000 per game Market: 300 fans per game x 140 games per season Expected Annual Sales After Full Launch: $3 million 13. Degreed – www.degreed.com - Revolutionizing education with the first digital diploma that records and provides college credit for anything you learn in any form at any time. Cost of product: $20 per student Sell price: $1000 per student Market: 100 million+ people worldwide seeking a way to get credit for continuing education Expected Annual Sales After Full Launch: $100 million 14. Leonhardt Vineyards www.leonhardtvineyards.com and Hayley Bear Fine Wine Brokers www.hayleybear.com - We have sold over 8000 cases of wine to date. Our first entry into a medals contest won a Gold Medal for our 2007 Zinfandel. We produce ourselves red zinfandel, chardonnay and cabernet sauvignon all sources from Sonoma County vineyards. We do tastings by appointment in Sonoma County. Hayley Bear Fine Brokers has lined up the sales representation for a selection of boutique family wineries for the state of California. Leonhardt Vineyards wines have sold for years through Trader Joes 120 stores in California. We believe we were their no. 1 selling Proprietary & Confidential Page 8 family winery Zinfandel in 2011 and 2012. We have sold our wines to 57 boutique wine shops and high end restaurants in California. In 2010 Leonhardt Vineyards was the official wine sponsor with a behind the home plate ad for the San Francisco Giants the year they won the World Series for the first time since 1954. Cost of product: $8 a bottle Sell price: $16 Market: 1 billion+ wine drinkers worldwide Expected Annual Sales After Full Launch: $2 million 15. Radio Veronica USA, Radio Santa Monica USA, Local DJ Radio – www.radioveronicausa.com - Our online radio properties are being developed. Radio Veronica USA prides itself on breaking new music of any type from around the world well before mainstream radio popularity. Radio Santa Monica USA specializes in indie rock coming out of Los Angeles. Local DJ Radio is planning to do for radio what Patch.com did for local newspapers. Local DJs, local music, local events, local sports, local celebrities, local weather – your go to source for local news and “what to do and where to go”. Business Model = Follows Pandora, Spotify and iHeartRadio models of ads and download sales. Expected Annual Revenues After Full Launch: $200 million 16. Roozt – www.roozt.com - “Bring sexy back to giving back” the online mall for give back brands. 17 Cheryl Fudge Fashion – www.cherylfudge.com - “The build a bear of girls fashion clothing” kids design their own clothing, it is sewn on premises, then they showcase their creation with a runway show and in selected cases build a business around their design. 18. Chic CEO – www.chic-ceo.com - 9000 members and growing the ultimate one stop place for helping women entrepreneurs succeed. Cal-X is helping Chic CEO to develop a full crowdfunding platform including a full program for crowdfunding planning and training assistance. 19. Food Trikes & Scooters – www.foodtrikesandscooters.com - riding the food truck wave with an offering of food carts that require between $5000 and $15,000 to be fully up and running in business compared to $45,000 to $65,000 for food trucks. This company is much more than just a food cart company it is a force for good. We help people that no one else has given a chance to become entrepreneurs owning their first business. We provide extensive back office support services. Our network of food carts worldwide are monitored real time via cell phone text based and card slide cash registers. Two businesses = One is build out and sales of food carts = Cost of product: $3000 Sell price: $10,000 Market: 10 million worldwide Expected annual sales after full launch: $100 million 2nd business is supply of food services and back office support services for each cart and financing fees = Cost per cart: $12,000 a year Sales per cart: $60,000 Market: 10,000 carts Estimated annual sales after full launch: $600 million 20. Kindheart Lionheart Adventures – www.lionheartadventures.com - an adventure travel company with two types of adventures – (1) charitable giving vacations where people help others in need during their vacation time, and (2) unique adventures designed to be auctioned off at charity foundation events to raise money from donors. Proprietary & Confidential Page 9 21. Lucille’s American Café’s – www.lucillescafes.com - our flagship restaurant in Weston, Florida averages nearly $2 million in sales and has been profitable for most years of it’s 16 year existence. Voted time and time again as favorite neighborhood restaurant. A 40’s style upscale diner experience. We are not gearing up to open new restaurants, launch our franchise program and to start food trucks in selected markets. 22. Artists Café NYC – www.artistscafenyc.com - we take over coffee shops that have slow night time business in Manhattan and Brooklyn and convert them into artists showcases. 23. The Taskrunners – www.thetaskrunners.com - competing head to head with the blockbuster success Task Rabbit with a system that treats service providers better, retains higher talent and ensures greater reliability for the customers. Has grown from 1 to over 30 service providers and hundreds of customers in just 16 months. 24. The Crowdfund! TV Show and The Lions Den Online TV Show – www.gogoluckey.com and www.calstockexchange.com/the-lions-den/ - CNBC has provide a contract to Go Go Luckey for airing the Crowdfund! TV Show starting as soon as the crowdfunding law goes live early 2013. Howard Leonhardt the Founder of Cal-X Stars has signed a contract to be a co-host of the show and a mentor + judge. The Lions Den is an online TV show broadcast on YouTube, Google+, Chattrspace and AllCast that follows the model of the hit network TV show Shark Tank on ABC. The contract with Go Go Luckey permits the Cal-X Stars Business Accelerator to have equity stakes in companies presented on the show. Three startups will be presented and featured on each show allowing audience watchers to invest live via a downloaded phone app live until the offering is full. This TV show model is especially interesting to advertisers since it is perhaps the only type of show that cannot be DVR recorded, where ads are skipped over, and must be watched live. The Markets Heart failure = $40 billion+. Breast augmentation = $100 billion. A new stock exchange = $50 billion. Biological pacing = $2 billion. Aortic aneurysm repair = $800 million. Coronary artery health = $700 million. Inspirational books & movies = $30 million. Baseball player development = $25 million. Digital education revolution = $100 million. Wine = $2 million. Online radio = $200 million. Cause brand marketplace = $100 million. Build a Bear for fashion = $150 million. Helping women Startups = $300 million. Proprietary & Confidential Page 10 Food carts, trucks & restaurants = $700 million. Artists showcases = $3 million. Task services = $30 million. Crowdfund! & Lions Den TV = $1 billion. Competition Stem Cells for Heart = Capricor 53, Cardio-3 C-Cure 52, Osiris 10, Cytori 53, Mesoblast 53, Medtronic CRT Pacer 16 compared to our Bioheart Myocell 95.7 meters improvement in exercise capacity. We are only cell type able to grow new contractile muscle in scar tissue. Heart Pumps = Abiomed Impella $160 million in sales – ours is better for heart failure pts and better improvement of renal function. Breast Augmentation = Cytori. Our StemCellBra does not require fat biopsy or injections. Our BioCell Therapies cells have more endothelial progenitor cells for better formation of blood vessels. We add hydrogel for increasing cell surival and an ePTFE cup to improve retention and shape. Our kits are less expensive and easier to use and have less cell loss and cell damage. Stock Exchange – NYSE, NASDAQ – they are too costly and complex for small offerings. They do not attract new investors. No social good or local investing focus. A few panic sellers bring all other shareholders down. They have day traders and short traders. We do not. We have better research analysis and better nurturing support for our listed member companies. Biological pacing – a few unknown stem cell upstarts and the entire $9 billion electronic pacing industry. Our biological pacemaker is more like our natural pacemaker and is more reliable than battery powered artificial pacemakers. Aortic Aneurysms – competitors use surgically placed grafts or catheter placed stent grafts. We utilized living natural cells. The aorta is made of cells and is best repaired with cells. An aneurysm is a cellular breakdown of the aortic wall. Coronary artery health – no one else is utilizing vibrational energy to stop plaque formation in coronary arteries. No one else is utilizing endothelial progenitor cells to grown new inner liners in blood vessels. Inspirational books, movies and music – we have a great selection. We have a one of kind book club. We have an exclusive on The Dolphin Smiles: The Legend of Kindheart Lionheart which can be a break-away hit. Proprietary & Confidential Page 11 Lucille’s American Café’s – Our 40’s style upscale diner is easy on the eyes and brings a sense of comforting nostalgia to match the comfort food. A visit is a return back to a more innocent time in America. Our closest competitors would be Applebees which has had great success. We are branching out to food trucks and foot trikes and scooters to expand reach for our specialty dishes and sandwiches. Artists Café’s NYC – No one else is advancing our showcasing of a variety of artists concept at a Café’s at night in NYC. Some bars in NYC have limited artist showcase evening, usually with only a few music artists. These include; Nuyorican, Starving Artist Café, Home Sweet Home and NYche’s. The TaskRunners – Is competing against the highly successful Task Rabbit. The TaskRunners recruits and retains more serious service provider with a unique model. The TaskRunners provides more services of interest to businesses than Task Rabbit. The Task Runners offers great reliability. The Crowdfund! TV Show & The Lions Den – Is competing against Shark Tank on ABC, Silicon Valley Startups on Bravo. Startup Idol is coming to FOX. TechStars airs on Bloomberg TV. We are the first to offer audience crowdfunding during the show live. We are unique in having mentors that advocate, support and nurture presenting companies. Our show is not just about funding but includes a strong educational element Cal-X Stars blockbusters in the through filming of mentoring sessions. These making list… mentoring sessions not only focus on building a better business but also a more complete life. Competitive Advantage Cal-X Stars has these competitive advantages compared to other accelerators: 1. Better companies. 2. More disruptive technologies with more solid patent protection. 3. Longer term nurturing systems for companies. 4. Model which emphasizes getting one product to market quick while a blockbuster is being developed in parallel. 5. Experience in manufacturing industries. 6. Experience in life sciences. 7. Experience in education, particularly entrepreneurship education. 8. Experience with export sales development. 1. Only stem cell composition able to grow muscle in hearts. 2. Only pacemaker able to recruit stem cells to heart. 3. Only bra able to recruit stem cells to breast tissue. 4. First biological pacemaker made of living cells. 5. First aortic aneurysm repair with living cells. 6. First U.S. stock exchange focused on social good, local investing and smaller firms. 7. First lifelong college degree – digital diploma. Proprietary & Confidential Page 12 9. Only accelerator with direct connection to a new stock exchange in registration – Cal-X. 10. Direct connection to the Crowdfund! and Lions Den TV Shows. 11. We do not just take early startups. We take any company in any stage of development that is interested to accelerate itself to a higher level of value. 12. We nurture and support more seasoned management teams than most accelerators. 13. We select and help develop companies that follow the principles of Conscious Capitalism. We believe this is not just good for the sake of good – but good business. 14. We know and nurture cultures that promote breakthrough innovations. Management Team Howard Leonhardt, Founder, Chairman & CEO, brings over 30 years of entrepreneurial experience in having founded over 20 companies. He is an inventor with over 20 patents for fighting cardiovascular and heart diseases. Substantial manufacturing and export experience. Leonhardt serves as state spokesperson for Crowdfunding and costate leader for StartupCalifornia.org a region of the White House formed Startup America Partnership. Judd Hollas, Senior Advisor Financing, has over 20 years experience financing startup companies. Steve Rabago, Senior Advisor Microloans, has over 25 years experience building companies and assisting firms to obtain loans. Sofia Yepes, Office Manager, has over 10 years experience managing business offices and serves as CEO of The Task Runners a Cal-X Stars accelerator company. Maddy Clemens, Assistant Office Manger and Scheduler, has over 7 years experience in office management. Sarah Depizzio – Back Office Support Services, over 7 years experience supporting growing organizations. Alan Remen, Senior Advisor Operations, is a serial entrepreneur and C-level manager from the aerospace, agriculture, telecom, datacom, engineering services, industrial instrumentation and med-tech/stem cell related industries. Bruce Methven, Senior Legal Advisor, has over 30 years experience with securities law in the State of California. The state’s leading authority on the California Qualification by Permit process (equity crowdfunding). Opportunity Cal-X Stars Business Accelerator has assembled an un-matched portfolio of disruptive technology companies that are not easy to copy. The Cal-X Stars management team, advisory board and mentorship network has the right experience to guide the portfolio companies to success. Joining Cal-X Stars you will be helping to lead massive disruptive Proprietary & Confidential Page 13 movements to change the world of healthcare, to improve education and to create millions of needed new jobs. Our core values of “doing well by doing good” and our embrace of Conscious Capitalism as not only good for the sake of good, but good business gives us a competitive edge. We believe firms that treat their people well, their communities well and operate with a more holistic social good view of their organization are going to attract and retain the most talented people. We believe the firms with the most talented, energized and motivated employees set in a cultural environment that promotes innovation are most likely to provide sustainable profitable returns to investors. The following table show Cal-X’s early best guess projected profit and loss projections of our portfolio companies through 2019 (pending review before posting). Pro Forma Profit & Loss Figures (all numbers in millions of $) 2013 2014 2015 2016 2017 2018 2019 Sales Gross Net Status Cal-X Stars is accelerating and mentoring 24 companies at this time at various stages of development. Leonhardt Ventures the parent of Cal-X Stars Business Accelerator has raised and put to work over $145 million in these 24 companies since 1986. Most of the funds have been invested in our stem cell technologies portfolio of med-tech biotech companies. We are getting ready to launch a new batch of 8 companies to be accelerated in February of 2013. Degreed.com a revolutionary education company, and Cheryl Fudge Fashion “build a bear for girls fashions”, HeartPumpCath a series of heart pumps on catheters, HeartScore “do you know your HeartScore”? and Food Trikes & Scooters have already been accepted into this class and mentoring and funding as already begun. We are reviewing hundreds of applications to round out the first class of 2013. Funding Plan Cal-X Stars Business Accelerator working with Methven Law is in the process of filing with the State of California for a California Qualification by Permit offering of $5 million. This is limited to California investors only. This permits allows for general advertising and reduces the federal limitation of accredited investors from $1 million in assets to $75,000 excluding their home and vehicles. Cal-X intends to raise this $5 million the first quarter of 2013 with a launch of the road show at the JP Morgan Investment Conference in San Francisco. Cal-X has hired Merriman Capital to manage the road show with an expected 60+ meetings with pre-qualified venture funds and family funds. Cal-X plans Proprietary & Confidential Page 14 to then open up a second offering nationally and internationally following the California only round 2Q of 2013 with intention to raise an additional $10 to $20 million. These funds will be used to advance forward the business plans of all the portfolio companies. Potential Use of Proceeds: First $5 million from California Investors only under California Qualification by Permit The top 5 heart treatment related companies will receive $2 million in investment. Funds invested in Bioheart will be geared toward bringing the stock price back up to pre-IPO levels or better. Investments in Heart Pump Cath, MyoStim Pacers and HeartScore will be to launch their first products into commercialization and for studies. $1 million will be invested in Stem Cell Bra to bring that product to market. $1 million will be invested in launching The California Stock Exchange more fully. $1 million will be spread to the balance of the portfolio and into some of our partnership companies and will be used in part to prepare for the next $10 million round of financing. The seed investment in outside founded companies in our accelerator will be $6000 to $18,000. 2nd $10 million from National and International 506D offering $7 million into completing clinical trials and commercial launch of heart related products. $1 million into completing clinical trial of stem cell bra and commercial launch. $2 million for investing in new accelerator startups. Highlights Unmatched portfolio of disruptive world leading technology companies. A solid model for nurturing companies to success with an emphasis on innovation and great teams. Proprietary & Confidential Page 15 A team that has taken numerous companies from napkin concept to world market leadership positions and successful exit events for investors in the past. Patent portfolio that includes the monumental pioneering claim of converting stem cells to heart muscle cells through electrical stimulation A company in Phase III trials for using adult muscle stem cells to treat heart failure. Phase II/II results showed 95.7 meters improvement in exercise capacity over placebo patients (minus 4 meters decline). $8 billion is spent on CHF drugs each each year that provide a minus 4 meters decline. No other stem cell therapy tested has beat 53 meters improvement. $6 billion of CRT pacers are sold each year to heart failure patients providing only 16 meters improvement. You will own a founding first round stake in the world’s first women’s bra designed to recruit her own natural stem cells from her fat tissue to her breasts to augment size an fullness naturally without surgery. This is potentially a multi-billion breakthrough. You will own a founding stake in the world’s first biological pacemaker made of living cells designed to obsolete steel can, electrical circuit battery powered pacemakers with steel leads. You will have a founding stake in what we hope will become the third major stock exchange in the USA with modern features to better help smaller companies succeed, an emphasis and conscious capitalism and local investing. You will own a piece of a collegiate baseball league with hopes to be “The Cape Cod League of the West”. Better weather for summer baseball in a better location which should attract players and scouts alike. As a Cal-X Stars Founding Funder you will be enrolled in the Cal-X Funders Club and will receive numerous perks above and beyond investment participation including special privileges and club events in Wine Country the home of Leonhardt Vineyards, Wine Country Baseball and Leonhardt’s Launchpads. Proprietary & Confidential Page 16