MESHCAST

Business Plan

November 2001

This document contains confidential and proprietary information
belonging exclusively to Meshcast.

This is a business plan. It does not imply an offering of Securities.

Table of Contents

Executive Summary	1

	Vision and Mission	1-1

	Company background 	1-2

	Management Team	1-3

	Business Strategy	1-4

	Technology and Market	1-5

	Competition	1-6

	Capital Requirements	1-7

Technology	2

	Comparitive Analysis	2-1

	Network Topology	2-2

	Product highlights	2-3

	Uniqueness	2-4

	R&D Roadmap	2-5

	R&D projects	2-6

Marketing 	3

	Market Analysis	3-1

	           Market Definition	3-1-1

                       Market Segmentation	3-1-2

                         Market Growth	3-1-3

                         SWOT Analysis	3-1-4

                         Market Growth	3-1-5

	Marketing Strategy	3-2

                         Target markets	3-2-1

                         Positioning & Pricing	3-2-2

                         Strategy	3-2-3

                         Marketing Mix	3-2-4

	Financials 	3-3

                         Sales forecast	3-3-1

	Marketing Milestones	3-4

            Contingency Planning	3-5

Competitive Analysis	4

Management Team	5

Capital Requirements	6

Financial Plan	7

	Assumptions	7-1

	Financial Statements	7-2

	Capital Requirements	7-3

	Conclusion	7-4

Supporting Documents	8

Executive Summary
Vision
Meshcast is a media distribution and software licensing company.  Meshcast will provide the underlying network technology that enable transmission of high quality streaming audio over the internet. In addition to licensing software, Meshcast will provide webcast related services to the media streaming companies.

Using creative business and marketing strategies and a unique peer-to-peer technology it will be able to provide this content and international broadcast network with almost no costs incurred.  The only significant expenses being marketing, software development and collecting statistics once the company first product is released.
Mission
The company’s mission is to:

•	Establish Meshcast as a new Internet standard for transmitting audio.

•	Establish Meshcast the place to go for listening to Internet radio.

•	Establish the Meshcast brand name through joint ventures and co-branding partnerships.

•	Position the Meshcast technology as the platform for audio streaming.

•	Develop new versions and adaptations of the Meshcast technology to address the needs of additional market segments and niches
Company Background
Meshcast was founded in October 2001, which provides the underlying technology for unlimited scalability and negligible transmission costs. It was founded by John Sokol, Niranjana  Balasundaram, Jesse Rendleman and Shankar Kuppuswamy based on initial whitepaper done by John Sokol. It’s corporate papers are not filed as of yet and stock has not been distributed, although the initial distribution has been discussed.

Management Team
Our team has the following members to achieve our plan. These four men and women have a combined 44 years of experience; 34 years in product development,  6 years in marketing and 4 years in other disciplines.

CEO - John L. Sokol
John L Sokol is the founder of two video streaming companies of which one went public. Streaming audio over the internet 15 years ago, John is one the pioneers of streaming on the internet. He has helped create one of the first Internet streaming video solutions in 1991 and the first commercial streaming video products, Livecam and Xing Streamworks in 1995.

CMO – Niranjana Balasundaram
Niranjana Balasundaram has served as chief marketing officer,  since she co-founded the company in 2001. Prior to that Ms.Balasundaram  co-founded and served as  chief marketing officer of Simutest  Design Systems, Inc. Ms. Balasundaram  previously worked at Texas Instruments  as an engineering lead. Ms.Balasundaram has a bachelor's degree in computer science from GCT, Coimbatore, India, and a master's degree in Engineering Management from Santa Clara University, California.

CFO – Jesse Rendleman
Jesse Rendleman has 13 years of experience in software development and management, most recently as Director of Engineering for Internet commerce company, CyberSource Corporation.  He has a B.S. in computer engineering from San Jose State University and a M.S. in Engineering Management from Santa Clara University, California.

CTO – Shankar Kuppuswamy
Shankar has 6 years of experience in software development, most recently as Senior Software Engineer in an EDA startup. He has a B.E in Computer Engineering from BITS Pilani, India and an M.S in Computer Engineering from Santa Clara University. 

Business Strategy
By elimination of the largest barriers to Internet radio, the bandwidth cost, reliability, scalability the service should attract both listeners and content providers.

Providing basic transmitter and receiver applications for free also eliminates the customer’s barriers to entry. The free version will contain paid advertising in both audio and banners that can be removed by purchasing the software. 

Content providers will also have incremental upgraded version of the software. This will include queuing of recordings, and other features of interest to audio engineering, elimination of the Meshcast, third party advertisements, and even placing the providers advertisements into the software.

This gives 3 major categories of revenue, Advertising, Paying listeners, and paying providers.

Advertising on the Internet is usually considered a dirty word these days. There is another unique feature that we will allow users to directly buy adds from the Meshcast web site, these will be screened and then place directing into listeners audio feeds and banners on the players.

Possible sources of revenue generated by Meshcast include advertising, sponsorships, e-commerce commissions, and charging for upgraded version of both client and provider software. Also a higher end service for the professional broadcasters is expected to be very profitable.
Technical Solution
Any one with a 28.8 modem can become a global radio broadcast station.  Content providers can, for a minimal fee, transmit anything to an unlimited number of listeners from anywhere.  Meshcast will even bring listeners and can provide real-time demographics as well.

From the Users perspective, a radio software application will be the visible component of Meshcast.  Users can see this in one of 3 ways, a Java applet automatically run in a web browser, an application or plug in, or an internet appliance such as the kerbango that appears like a traditional radio.  The software will allow the users to channel surf like on  a real radio, this is a critical distinction, and there will be no delays and buffering when changing channels.  

Users will be able to rate and categorize content. This will produce a database of opinions ranked by listener acceptance.  In the long term, this process will offer users access to the distilled selections of millions of listeners with a vast number tastes. The act of rating also introduces the powerful motivator of competition among providers.  The Channel changer will be biased toward more popular content in that category of content.

 In the free listener version of the software will contain audio, image (banner) and button advertisements, users or providers can pay a to upgrade to eliminate these advertisements.

From the technical perspective, the content is delivered using one of several methods based on the lowest cost. The primary method will be a meshed Peer-to-peer technology that will allow users to act as server for additional users eliminating all bandwidth costs. 

Market
Meshcast will compete in the streaming audio market over the internet in the entertainment as well as the enterprise sectors. The projections are $616M on the internet radio market in 2005, $3.8B for enterprise streaming market in 2007 and $90M for online advertising market in 2003. Meshcast plans to capture 9% of internet radio market and 11% that of advertising market. 

Competition
We compete directly with Blue Falcon,  Kontiki, iBEAM, Chaincast, vTrails, AllCast and RedSwoosh that provide pathbreaking technology for internet streaming. Our product is unique in its technology that provides unlimited scalability and negligible transmission costs and its market segmentation with high potential revenue growth. Also we have a very different business strategy then our competition where they charge for server and give free client software we offer free versions of both applications and can make a profit with advertising.  There is also a strong insentive for clients and servers to upgrade to the paid version with a tiered pricing structure on more advanced versions of the software. Unlike the other players, we are focusing on building a large content base that will drive the sales of our software, services and advertising.  We provide a much greater value for our coustomer because we not only provide a software solution but we provide the listeners for a startup radio station and ratings while eliminating there need for expensive servers and large ISP bills. 
Capital Requirements
We seek $4,000,000 of capital for 32% of the company for a evaluation of $12.5M. This will enable us to breakeven after two years of operation. 

Given the financial projections, an initial public offering (IPO) after 8 quarters of profitability would mean IPO in Q4 of 2005. At that time, Net Income After Taxes will be $12.5 million per year.  Assuming a Price/Earnings ratio of 10/1, gives Meshcast a market capitalization of $125 million, and an expected offering price of $12.50 per share.

This give a return after 4 years of 3.2 M Shares at $12.5 for $40M.

Technology

MeshCast is a provider of software based content delivery network that enables streaming media companies to webcast high quality audio programs, live or recorded, to a massive audience over the internet economically. 

Our company is at the seed stage of business having developed the plan and expecting the seed money to get started with the development. 
Technology Comparitive Analysis

Streaming media over the internet has posed significant challenges due to the rapid surge in the listener base and radio stations delivering content. The existing technological solutions in the current market have been exposed in their limitations and the market is in need of technology that can provide unlimited scalability at minimal costs.
Internet streaming
The traditional centralized client-server model, where the listeners connect to the server/media companies for get the streaming data, falls apart when many listeners tend to listen to the broadcast simultaneously. 
Distributed /Edge Serving
The scalability is partially addressed by the edge serving technologies, such as Akamai, where edge servers are placed at every ISP geographical location. The edge servers cache the information and tend to serve the clients within the ISP local community. Though this solution is reasonably scalable, it involves huge initial setup costs. Also the cost of bandwidth is shared by the servers and clients. While the servers pay depending on the number of bits transmitted per second, the clients pay a flat monthly fee for the streaming data. As a result, this model quickly turns out to be expensive for servers as well as clients.
Peer-to-peer 
Meshcast addresses the issues of scalability and tranmission costs by providing a solution based on peer-to-peer technology. Here is a comparision chart on the costs associated with every technological approach.
The cost comparisions against the number of viewers is illustrated below

MeshCast Network Topology

MeshCast offers an extremely scalable and cost-effective solution for streaming media content providers by leveraging the decentralized distributed networking technology. As a pure software solution, the product does not involve any multicast routers or hardware. 

INTERNET
BACKBONE

MESHSERVE

MESHCLIENT

MESH CAST NETWORK

The Meshcast server “MeshServe” is a light application on the content provider PC to broadcast streaming media over the internet backbone to the clients. This would require no more then a 28.8 Kbps modem. The clients software can dynamically forms an efficient network topology dynamically depending on the distribution of clients across various geographical locations and serves data to the clients at the edge of the network. 

The Meshcast clients form the listener base of Meshcast. The “Meshcast Client” residing on every user machine has a dual-role to play by serving as the client as well as the server for additional clients. As a client of the Meshcast network, it assembles the parts of streaming media received from neighbouring clients to provide a continuous stream to the user. It also detects and reports any mal-functions of the users in the network to MeshServe. As a server, it provides streaming media to the clients in its local network thereby localizing the bandwidth usage.

A new client entering the network determines its neighbouring closest client in the network, designates it to be the server and starts to receive streaming data. In parallel to receiving the data, it explores the network further to determine future potential reliable servers. The client gradually expands its server base to receive different parts of data from different sources. The client drops unreliable and faulty servers from its server database and switches its role with one of its servers if found consistently faulty. This dynamic entry and positioning of a client into the network is key to providing unlimited scalability to the network as well as high quality streaming data to clients. 

Product highlights
Low bandwidth cost 
In the network established by Meshcast, the server only streams the media to clients that are at the edge of the network. The clients in turn pass on the streaming media to the neighboring clients that are part of its local network. As a result, the bandwidth usage is distributed across the network resulting in significantly low costs.
Highly scalable
As clients act as providers of streaming media to other clients in its local network, this network is highly scalable enabling the content providers to have a global reach.
Dynamic
Meshcast assembles the network dynamically depending on the users at any given time. When users leave the network, the clients served by the user automatically transfer themselves to be served by other clients nearby without any interference to the clients listening to the broadcast. The clients also can switch their positions in the network with servers that are consistently slower or result in data losses.
Self healing
The network readjusts itself to ensure that the data transmission is uninterrupted when clients enter and leave the network. 
Adaptive Rate Multiserving
The clients do not depend on a single source to receive their data, but connect to various sources for different parts of the data. This architecture facilitates clients to adaptively request significant portions of data from sources with better throughput. 
Secure network
The client software keeps track of the various activities of the user and notifies the server on detection of notorious activities. This enables the Meshcast network management servers to eliminate the harmful clients from the network, thus ensuring a secure network.
Fault correction
The streaming data received in parts from the various sources facilitates the client software to reconstruct the data if one of the sources delivered corrupted data or failed to deliver. If the server consistently delivered invalid data, the client switches to a different server in the network.
Distributed intelligence
The intelligence on determining the appropriate sources to receive the streaming data is distributed across the clients. The server though has control over the network is not aware of the sources of different clients ay a given time.

The Bear Stearns market study on “Internet Infrastructure and Services” reported a great interest in the listener community for digital music on the internet, substantiated by over 65 million users registered for Napster in just 20 months. Sensing the widespread interest, radio stations are starting to broadcast their programs over the internet. However the underlying network architecture is incapable of scaling to a wide user base, especially escalated on reaching an international audience. Meshcast will fit in the gap between the broadcasting stations and the wide audience by establishing a dynamic self-healing virtual multicast network.

Presently, Meshcast is in the introductory phase. The market study and the planning has been done and the development is about to be started. 

Uniqueness
Meshcast offers a set of unique features that are made possible by the underlying distributed database network architecture. 
Quick channel surfing
Meshcast provides a set of channels that the listeners can scan through very quickly. The listeners currently have a significant wait-time before switching to a new channel due to the time-consuming buffering. Meshcast’s network topology enables users to avoid the buffering and instantly switch between channels.
Massive scalability
The current products in market provide good service in the intial phases. However, as the listener base expands significantly on being popular, they fall apart unable to handle a huge bandwidth usage. Meshcast has the underlying network topology designed to take advantage of the continuously increasing customer base and serve better as the listener base expands.
Instant play capability
Meshcast allows the users to instantly to start listening to broadcast instead of going through the laborious task of downloading and installing an audio player.
Demographics accumulation
Meshcast continuously gathers the demographics of listeners interested in the broadcasts. The professional reports generated based on these data help focus the advertising to specific community and to generate revenues from customers.

R&D RoadMap
Our research and development is headed by Shankar Kuppuswamy, whose major objective is drive the development of Meshcast product within the company. The development will be done in three phases.
Setup phase 
This phase involves setting up the website for Meshcast. This will be outsourced to a professional group and will incur a one-time cost of nearly $30,000 and will be done in Jan 2002.
Development phase
This phase involves developing the initial version of the Meshcast product that includes MeshServe, MeshClient, MeshPlay and Distributed Database. By employing 11 full-time engineers in this phase, we target the initial product to be ready by June 2002, starting Jan 2002.
Support/Enhancement phase
This phase involves supporting the customers with any issues efficiently and carrying out further development to the product in parallel. This will involve more resources that is estimated to ramp up from 11 in Jun 2002 to 22 in Jun 2006. This is strictly a functional of the size of the customers and the product stability.

R&D projects
The major projects involved in the product development are
MeshServe
The server side application that will stream the data from the media companies to the clients. It will also monitor the established network and help in demographics accumulation for interested content providers.
MeshClient
The client side application that determines the set of sources to use for streaming data. It dynamically switches between the sources depending on the performance of the server and has the capability to replace the server if consistent faulty behaviour is detected.
MeshPlay 
The player designed by Meshcast with an instant play capability. The player will provide the necessary knobs to the clients to switch between channels of radio stations quickly with no delay due to buffering associated. The player will automatically get started from the website and will not demand any downloading from the client side.
Distributed database
The distributed database forms the heart of Meshcast. Every Meshcast client will maintain a database of servers that it can connect to the immediate next higher level and will dynamically keep updating it depending on the performance and availability of servers. Due to the distributed database, there will be no centralized control over the entire network that could limit the scalability of the network.

Marketing
Market Analysis
Meshcast revolutionizes the delivery of streaming media over the internet by providing an underlying technology that enables unlimited scalability and negligible transmission costs. With a huge projected listener base and rapid proliferation of streaming media companies, Meshcast intends to compete with companies that provide an underlying technology to cut down costs significantly in the streaming audio market.
Market Needs
Internet has continuously gained wide usage since the emergence and proliferation of network routers in the early 1990s. While revolutionizing the way business in day-today life is conducted, it opened up wide opportunities for various new markets to emerge and conduct business online. Web-casting, defined as transmission of streaming media over the internet, has emerged to be a niche market since 1996 and has been rapidly gaining acceptance among the internet users.

An explosive growth in the size of listener base to the internet radio as well as number of radio stations and content generators over the web, have exposed the limitations of current existing technologies. Unable to serve a huge listener base, the existing solutions have turned out be highly expensive while providing limited scalability. 

The shortcomings of the existing solutions have thrown open the Webcasting market for players who could provide a cost-effective solution with unlimited scalability. The  number of online listeners for internet radio alone has reached 25 million in 2001. With the content generators producing nearly 6000 new hours of programming, the number of Internet radio stations have proliferated to 17,000 in 2001. The wide interest in the listener base sensed by the content providers is desperately in need of technologies that provide a massive global reach at affordable costs. 
Market Definition 
Meshcast will compete in the streaming audio market over the internet in the entertainment as well as the enterprise sectors.
Market Trends
Since the market's inception in 1996, web-casting has been witnessing a consistent growth of listener base and hence the radio stations to tap the market potential. 

The underlying urge in the Internet users for faster web access is highlighted by the report from VisionConsult [1] on the growth of broadband users from 2 million to 8.5 million in 3 years in U.S alone. It also goes ahead to predict the market for broadband in 2005 to be 85 million. 
On the internet radio, an increasing trend to have multiple options (stations) and switch to the desired ones instantly have been identified to top the wish list of listeners. Special events, broadcast through streaming media over the Internet, have gained special attention by the viewers/listeners. Victoria's secret encountered 1.5 million viewers and 1 million people heard/ watched Bill Clinton's testimony using streaming audio and video. A study in BusinessWeek [3] suggests that people on the Internet spent about 31/2 hours listening to streaming audio per week. 

The initial setup processes that the users are being forced to comply is contributing in raising the barrier to get started with using Internet radio. As a sample, the statistics below indicate the wide download of streaming media players over the Internet.

Player Downloaded 	 # of down loads (in millions)	
Real Player	  170 	
Windows Media player	
  200	
Quick Time	    20	

In-order to capture the growing number of online users, a spurge in the number of   online radio stations has been observed. The count has increased from 100 in 1996 to  3800 in 2000.

Radio web casters	1996	1997	1998	1999	2000	

U.S
	
100	
400	
1,200	
2,540	
3,800	

Sensing the market potential, content generation has turned out to be a market of its own. VisionConsult [1] reports 6000 hours worth of streaming programming as being created every week. A total of 70,000 streaming pages have been created so far.

Acquisitions are a good indicator of the potential of the market and webcasting is no exception. Yahoo! in 1999 paid nearly $6 billion to acquire Broadcast.com. Besides rich content and broadcast know-how, the premier search engine will add 8.5 million unique visitors to its traffic stream.
 Market Segmentation
The streaming media market is broadly segmented into the entertainment market (consumer sector) and enterprise market (corporate sector). On the entertainment market, that is projected to be a $2.8B in 2005, Meshcast will focus on the below mentioned segments of Internet radio ($600M in 2005).
•	Independent content generators.
•	Traditional media/radio stations
•	Internet radio stations.
•	Listeners willing to pay for content with no commercial interruptions.
•	Internet advertisements.

On the corporate market, Meshcast will focus on web-casting quarterly/annual reports.

Market Growth
The web-casting market has experienced tremendous growth in the recent past since its inception. The revenues in the web-casting market are realized mainly from four sections.
•	Online listeners
•	Content providers / Radio stations
•	Online advertising
•	Enterprises
Online listener base for Internet Radio in US
The total available market for streaming media is predicted to be $2.8B in 2005 by Jupiter Media Metrix. 

Year 	
# of online radio listeners
	
1998	14 million	
1999	32 million	
2000	45 million	
2001
	53 million	

The growing listener base will serve to be substantial revenue generator in future based on subscription based revenue models.

According to VisionConsult[1], there are about 114 million online listeners of various streaming programs, 68 percent of which are interested in entertainment as of today.

The chart below captures the wide gaining popularity of Internet radio.

Internet Radio stations
The number of radio stations trying to be online is increasing, following table indicates the growth in U.S alone. World wide the number of radio stations predicted to be online is 34,000. [1]. The market size is $616 million.

Year 	
# of  radio stations online
	
1998	1250	
1999	2250	
2000	8100	
2001
	17000	

Corporate streaming
The streaming media service market is expected to grow from $600 million today to $3.7 billion in 2007 [4]. Another Research [5] estimates that the streaming media market, now worth $140 million, will reach $2.8 billion by 2005.

		

Year 	
$$$
	
2001	600 million	
2005	2.8 billion	
2007	3.7 billion	

CCBN, an investor relation specialist, who began offering conference calls 18 months ago now has 3000 customers. The corporate sector has a huge potential to becoming a source to realize revenues in a consistent fashion.
A sampling of applications that companies are using or plan to use streaming media for below suggests its growth potential.

Internal streaming application	% of companies using	Additional % that will
use within 18 months	
Executive addresses
	48%	16%	
Employee education	35%	29%	
Sales training	32%	26%	
Intra company meetings	32%	32%	
External streaming application	% of companies using	Additional % that will
use within 18 months	
Product launches	29%	35%	
B2B collaboration	23%	39%	
Customer training	23%	39%	
Customer service	13%	45%	
Earnings
announcements	29%	16%	

Online Advertisements
DFC Intelligence[6] had earlier predicted  streamed advertising supporting audio and video programming online to generate $138 million in 2001. A future projection given by VisionConsult places it at $15B in 2003.

Internet radio alone, the advertising market is $60 million in 2001, which is projected to grow to $90 million in 2003.

Available Market
To overcome the technology barrier to support a massive listener base, a number of companies have sprung up recently to provide the underlying network that can provide unlimited scalability at low cost. The market currently is wide open and capable of supporting many players.

	
The competitors mentioned above differ from Meshcast either in the underlying technology or in the target market. The market share is shown in the direct areas Meshcast is directly competing with them. 

Total numbers of radio stations are 17,000. Among which 10% [1,700] is already captured by the competitors. 85% of the Market is open for broadcasting using peer2peer.

Meshcast is planning  to capture 9% [160 radio stations] of the shared available market by 2006.

Following table illustrates the total Internet advertisement market available to be captured.
	
2002	2003	2004	2005	2006	
$60 M	$90 M	$135 M	 $200 M	$300 M	

Meshcast is planning to capture 11% of the TAM by 2006.

Industry participants
In the content delivery networks, already Akamai, Enron Broadband, Ibeam,  Digital Isaland (SandPiper) and Globix  are playing an important role for promoting streaming. Yahoo! Recently acquired Broadcast.com and it is news contents are streamed. Real Networks announced that its RealSystem iQ Internet broadcasting software would be offered by Cisco as part of the network equipment manufacturer's content networking product family.

 SWOT Analysis
Marketing Strengths
•	Highly scalable network setup provides the content generator a global reach.
•	Pure software solution offers negligible set up costs for the listeners as well the providers.
•	Low bandwidth charges for the content generators because of peer-to-peer technology. Today online radio is suffering partly because it has to shoulder unique burdens. Each listener requires an individual audio stream, which means bandwidth costs rise for the online broadcaster with each new fan. NetRadio's Wise estimates that the bandwidth necessary to stream online transmission costs $0.05 to $0.10 per hour per listener. This charge is completely eliminated in Meshcast's solution.
•	Meshcast's flexible and simple billing model provides a win-win situation for both the content generators as well as the listeners. This provides an edge over the competitors.
•	For the content generators, there is an instant feedback about the unique listener base for the content, demographics helps both the advertisers and content generators to choose their content.
•	Like a real radio box, an optional radio tuner helps the users to tune in to the Internet radio channels.
•	Listeners get to rate the radio channels or the content, this helps the content generator to customize their programs for retaining listeners.
•	Listeners get to listen to the contents with no interruption for a minimal charge. 

Weaknesses
•	If more than 50 percent of the users have firewalls, then Meshcast's patent pending software has to be loaded to solve the problem, which is of some additional cost.

Opportunities
•	Peer-to-Peer technology and low cost initial setup provides Meshcast an unique opportunity over its competitors.
•	Ability to customize the product to reach wider variety audience such as corporate vs radio stations would help us capture significant market share in both the segments.
•	Once the audio solution becomes successful, business model is flexible enough to get in to the video streaming market.
•	Continuing opportunity thru strategic alliances with internet radio tuners. [Karbango was a big player till 3COM killed it]
Threats
•	Time-To-Market: Already well funded start ups such as Kontiki is trying to address both the streaming audio and video market with some success. Hence it is crucial the Meshcast's superior product reaches the market by 2002.
•	Real Networks already has a streaming tool, if they deploy peer-to-peer technology it would be easier for them to capture the listener base.
Keys to success
•	Maintain gross margins in  excess of 95% 
•	Expand and Retain listener base.
•	Product Customization
•	Strategic Alliances.

Marketing Research
A few references for the extensive market research done.

•	[1] www.visionconsult.com
•	[2] www.edisionmediaresearch.com
•	[3] www.businessweek.com
•	[4] www.cnet.com
•	[5] www.nwfusion.com
•	[6]  www.dfcint.com
•	[7]  Articles in Harvard Business Review
•	[8] Articles in Wall Street Journal. 
•	[9] Bear Stearns Research on Internet Infrastructure & Services.

Marketing Strategy
Our Marketing strategy is based on becoming the resource choice of radio stations that are trying to be online, online only radio stations, and the independent content generators.

Mission
Meshcast provides the software solution for web-casting live, archived,  interactive contents with low bandwidth costs for the content generators. The self-healing peer-to-peer content delivery network guarantees quality of the content for the listeners. Meshcast seeks to encourage independent content generators/ethnic groups who would like to web-cast their contents/talk shows.
 Marketing Objectives
•	Maintain gross margin of 95% each month.
•	Experience a $100,000 percent Increase in quarterly sales with product customization.
•	Realize an annual growth of 100 percent by 2004.
Key Product Selling points
Our product marketing strategy is based on  superior performance in the following areas
•	Content quality and Instant play capability.
•	Negligible initial setup costs. 
•	Product customization
•	Low bandwidth costs.
Our marketing strategy will create awareness, interest, and appeal  from our target 
Markets for what Meshcast offers our customers

Financial Objectives

•	A growth rate in sales 100 percent for the year 2003, to total in excess of  $4 million in total revenues.

Target Markets

•	Radio stations trying to go online and online only radio stations
•	Individual content generators
•	Advertisers
•	Corporates
•	Listeners who are willing to pay to remove ads from the content.
•	Radio stations who are willing to OEM Meshcast's product.

Positioning
For a person trying to web-cast their content Meshcast's underlying technology is the best source of selection, price, product customization and a variety of accessories to make it like a real radio box. Customers would be impressed with the quality of the content and the ease of use to web-cast their content. Meshcast's product is a pleasant and resourceful product encourages everyone to go online wit his or her content, with low bandwidth costs.

Pricing
Meshcast's flexible pricing model position us better in the market. Following table summarizes our initial price structure. Competitors price structure is thrice higher because of the hardware requirements.

         Product Option	   Price	
  Content generators: To remove advertisements Meshcast would otherwise have.
	 
   $10k / yr	
 OEM model: The content generators can enjoy an OEM'ed version of Meshcast's product with nologo and no ad.	

  $200k/yr	
Corporate licensing 	  $5000/yr	
For the listeners: Uninterrupted Content with no ads.	  $20/ yr.	

Strategies
The single objective is to position Meshcast as the premium source for content generators and listeners commanding majority of the market share within 4 years. The marketing strategy will seek first to create customer awareness regarding the products and  services offered,  develop the customer base, establish connections with the target markets and work towards building customer loyalty.
Meshcast's marketing strategies:
•	Increase awareness and image.
•	Leveraging "the alliances with Internet radio tuner's" customer base.
•	Increase awareness among existing radio stations.
•	Increase awareness among advertisers.

Strategy #1:
1.	Trade Shows: Streaming media conferences.
2.	E-mail strategy to streaming player users.
3.	Technical Patents and technical articles.
4.	Press releases on important product milestones.
5.	News letter reach out for the Ethnic groups/ Radio stations.
Strategy #2:
1.	Form alliances with the Internet radio tuners. Newsletters to their existing customer base with the promotional offering of  the product.
2.	Selling the tuners with Meshcast's product.
Strategy #3:
1.	Technical marketing and demo product to the radio stations.
2.	Promotional offers.
3.	OEM opportunity.

Strategy #4:
1.	Promotional advertising with demographic information.
2.	Discount offers.

Marketing Mix
In brief our marketing mix is comprised of these approaches to pricing, advertising, customization, low bandwidth costs and quality of the content.
Pricing:  Initially the product is free for content generators as well as the listeners. The goal is to establish us. This insures competitive advantage. We charge 5% less for advertising.
Advertising: Successful advertising of product is thru the streaming media conferences and press releases on the technology.
Product customization: Will capture the corporate market.
Low Bandwidth costs: Negligible bandwidth costs will attract content generators for web casting. 
Financials
Sales forecast
Pro Forma Annual Income Statements for 2002-2006 (x $1000)	 	 	 	 	 	
 	 	 	 	 	 	
 	2002	2003	2004	2005	2006	
Sales:	 	 	 	 	 	
    No-ads Server Revenues	100	200	400	800	1,600	
    Custom Server/Client Revenues	0	400	2,000	4,000	10,000	
    No-ads Client Revenues	500	1,200	800	1,600	3,200	
    Advertising Revenues	300	1,800	5,400	16,000	33,000	

Controls
The following will enable us to keep on track, if we fail in any these areas, we will  
need to reevaluate our business model.
•	Gross margins at or above 95%
•	Annual sales increase of  20%
Marketing Milestones for 2002
Following milestones to be met, in-order to take off smoothly in the market.

 YEAR  2002	 MILE STONES	
Jan	Start e-mail campaign	
Feb	Start news letters to radio stations	
Mar	Reach advertisers	
Apr	Hire V.P sales for U.S	
May	Start contacting international radio stations.	
June	E-mail campaign to small Pop/Rock? Music groups.	
Jul	Start alliance talks with Internet radio tuners.	
Aug	Trade show in Boston.	
Sep	Publish technical articles.	
Oct	File for patent on the technology.	
Nov	Start looking for Beta customers	
Dec	 Start looking for Beta Customers.	
Marketing Organization

  Niran Bala
      CMO

V.P of sales U.S

V.P of sales Europe

Markcom

Admin

Niran Bala will be responsible for both marketing and sales initially. She will be reporting directly to the CEO. V.P of sales for U.S and Europe directly report to the CMO. [ This is the initial organizational structure, which is expected to change in 2003]

Contingency Planning

Difficulties and Risks:
•	Slow sales [internet advertising] resulting in less than expected cash flow.
•	Overly aggressive and debilitating actions by competitors.
•	A parallel entry by a new competitor.
	
Worst case risk might include:
•	Determining the business can not support itself on an ongoing basis.
•	Dealing with the financial, business and personal devastation on the business's failure.
Contingency Plans
•	If the internet advertising yields less sales than expected for 2 quarters, then Meshcast strategy will change. Meshcast will start pushing on the enterprise market segment.

Competitive Analysis

An extensive study of the current players in the market has been done and the management team has identified a few companies to be close competitors in terms of either technology and their target market.

Kontiki
Kontiki , previously known as Zodiac Networks, is a newly emerging company that comes close to having a similar technology. Mike Homer, the chairman and CEO is a former executive from America Online. After operatin in stealth mode for 9 months, they released the first version of ‘Kontiki Delivery Network’ to raise $18M from various investment community that includes Netscape, Apple Computer, Benchmark Capital, Barksdale Group and Netscape cofounder Marc Andressen.

However from technology standpoint, Kontiki lacks the automatic fault correction that leads to an uninterrupted broadcast when one of the server fails. Also, Kontiki is focusing on the enterprise and video entertainment market and hence does not compete for market share that Meshcast is targeting.

BlueFalcon
Founded in 1995, BlueFalcon provides fully scalable content delivery systems for streaming media on the internet. Founded and managed by an highly experienced management team in distributed networking technologies, it has been funded by institutional investors like Zone Ventures and Wasatch Venture Fund as well as private investors. BlueFalcon landed a deal with Radio Free Virgin to startstreaming 44 radio broadcast channels. It has also partnered with MeasureCast to offer peer-to-peer metrics on usage. 

However from technology standpoint, BlueFalcon network enforces a full dependence of a client on a server or a client acting as a server. This topology will result in serious deterioration in QoS (Quality of Service) when the server breaks down. The targeted market is very identical to Meshcast and they are starting to gain penetration into the entertainment segment.   

iBEAM Broadcasting
Founded in 1999, iBEAM provides intelligent distribution network for high quality streaming. Raising $42M in Oct 1999, it claims to have a 460 leading media, enterprise and financial services companies as customers. Having gone public in 2000, iBEAM generated a revenue of $6.9M in Q2, 2001 recording a net loss of $49.6M. 

Diffuse Networks :
Diffuse Networks, also known as Allcast, offers platform technologies that enhances audio and video streaming over the internet. It has a patented set of technologies (US5884031) that claim to provide unlimited scalability and hence significant cost savings. The funding status is not disclosed yet.

From technology standpoint, Allcast is not clearly distributed networking, as the server (Webcaster) has full visibility and control over the clients and it manages the network topology. It has problems when working with firewalls. The clients again have full dependence on their server similar to BlueFalcon that could have serious implications on QoS. The targeted market is identical to that of Meshcast.

Chaincast
Founded in March 1999, Chaincast offers cost-effective high quality content delivery technologies. It raised $4.6M in Dec 1999 and $10.4M in Sep 2000 to bring the total venture capital funding to $15M from Bellwether Investments, Creative Technology, Cuscaden Investments, MediaCorp Interactive, Mid-city Investments, and WIIG Global Ventures. In Oct 30, 2001, Chaincast acquired StreamAudio, a premier worldwide Internet radio and ad-replacement company positioning it as a leading content delivery service company. It currently claims to have signed up 20+ radio stations.

From technology standpoint, Chaincast incurs a significant setup costs in establishing hosted data centers at various geographical locations that form part of the Content Delivery Platform. The VMR players are specific to Chaincast and require significant downloading before getting started. The targeted market is identical to that of Meshcast.

Vtrails
Founded in Spring 1999, VTrails has a technology that integrates peer-peer networking, smart routing and edge networking. Funded by teamDCL, a leading Israeli incubator, it is currently in beta testing with RadioWave and CreativeBroadcasting. 

From technology standpoint, it has patents pending in Full Duplex Packet Cascading (FDPC) that supports streaming broadcasts of any kind at any bit-rate. However the setup costs involved in vTrails is quite significant. It also forces end-users to download vTPass to join the managed peer-to-peer network. The targeted market is identical.

InfoGate
Previously known as Pointcast, InfoGate offers consumers and business organizations internet based news, and alterting delivery service on stocks, news and weather. It claims significant market penetration by signing up 90 premium souces and 1.5 million users. 

Though the technology details are still under-wraps, the services offered by Infogate are different from that of Meshcast and so it may not be a serious competitor.

Red Swoosh
Drawing the talents of core group of programmers who once created Napster, the most successful file-swapping services on the net, Red Swoosh has been in stealth mode since its inception. Claiming to provide intelligent digital media delivery systems to enterprises, media companies and ISPs, it successfully launched its beta delivery program in September 2001. The technical and marketing details are undisclosed.

Meshcast is unique because of significantly lower setup and bandwidth costs and massive scalability

Management Team

Our team has the following members to achieve our plan. These four men and women have a combined 44 years of experience; 34 years in product development,  6 years in marketing and 4 years in other disciplines.

Officers and Key Employees			Age	Stock

John Sokol, Chief Executive Officer			34	30%
	
Niranjana Bala, Chief Marketing Officer		27	6%

Jesse Rendleman, Chief Financial Officer		37	6%

Shankar Kuppuswamy, Chief Technical Officer	26	6%

CEO - John L. Sokol
Founder of two video streaming companies one that went Public, John has 15 Years experience with streaming audio over the Internet.

CMO – Niranjana Balasundaram
Niranjana has served as chief marketing officer,  since she co-founded the company in 2001. Prior to that Ms.Balasundaram  co-founded and served as  chief marketing officer of Simutest  Design Systems, Inc. Ms. Balasundaram  previously worked at Texas Instruments  as an engineering lead. Ms.Balasundaram   received a bachelor's degree in computer science from GCT, Coimbatore, India, and expecting to get a master's degree in Engineering Management from Santa Clara University, California.

CFO – Jesse Rendleman
Jesse has 13 years of experience in software development and management, most recently as Director of Engineering for Internet commerce company, CyberSource Corporation.  He has a B.S. in computer engineering from San Jose State University and a M.S. in Engineering Management from Santa Clara University.

CTO – Shankar
Shankar has 6 years of experience in software development, most recently as Senior Software Engineer in an EDA startup. He has a B.E in Computer Engineering from BITS Pilani, India and an M.S in Computer Engineering from Santa Clara University. 

Ownership

The company has authorized 10,000,000 shares of common stock, of which 4,800,000 are issued and outstanding. The following persons or organizations are significant owners of the company;

Name				# Shares Held		% Ownership

John Sokol (founder)		3,000,000		[30%]

Management Team		1,800,000		[18%]

Reserved for Ventures		3,200,000		[32%]

Reserved for Employees	2,000,000		[20%]

Professional Support

We have strung together a team of professionals, including;

Name				Supporting Area

Robert Kim			Legal Services

Blake Burke			Accounting Services

Board of Advisors

We have also secured the assistance and support of the following business and industry experts to help in the decision-making, strategizing, and opportunity pouncing process;

Name			Role		Current Position

Tom Arnold		Advisor	CTO CyberSource Corp

Bill Drury		Advisor	CEO XAO.com, founder of Brave 							New World bought by VALinux.

Financial Plan

Assumptions

The attached projections assume the following:
	
•	The Internet audio market will expand as predicted.
•	Taxes equal to 25% of profits will be paid.
•	Salaries will grow at 10% per year on average.
•	A P/E ratio of 10/1 is reasonable for a software co.

Income Statement Summary

Sales will increase with the market acceptance of the product line. We plan to introduce these products roughly on the following schedule: Version 1 by June of 2002, with annual releases yearly thereafter.

Because of the policy of Internet distribution only, the cost of goods sold is primarily sales commissions, and so will remain fairly stable at about 5% as sales increase, resulting in a correspondingly stable gross margin of approximately 95%.

The primary operating expense is employee salaries, which rises rapidly in the first two quarters, but stabilizes, after the second year at a little over 30 employees. 

Our head count will increase after funding to 25 by Q4 of 2002, and then grow to a total of 37 by 2006.  Key hires in 2002 include four experienced software engineers and sales vice presidents for the United States and Europe.  A detailed hiring plan is included in Exhibit A.

The following chart and spreadsheet show projected income for the first five years of operation;

Pro Forma Annual Income Summary for 2002-2006(x $1000)	 	 	 	 	 	
	 	 	 	 	 	
 	2002	2003	2004	2005	2006	
Sales	900	3,600	8,600	22,400	47,800	
Cost of Sales	22	124	396	1,048	2,240	
Gross Margin	878	3,476	8,204	21,352	45,560	
Gross Margin %	97.6%	96.6%	95.4%	95.3%	95.3%	
Operating Expenses:	 	 	 	 	 	
    M & S Expenses	721 	1,204 	1,251 	1,407 	1,413 	
    R & D Expenses	1,384 	1,775 	1,987 	2,294 	2,517 	
    G & A Expenses	704 	797 	896 	912 	950 	
Total Operating Expenses	$2,809 	$3,776 	$4,134 	$4,613 	$4,880 	
 	 	 	 	 	 	
Income before Interest & Taxes	($1,931)	($300)	$4,070 	$16,739 	$40,680 	
Taxes Incurred	0 	24 	1,017 	4,185 	10,170 	
Net Income After Taxes (NIAT)	($1,931)	($324)	$3,052 	$12,554 	$30,510 	
Sales/NIAT	-46.61%	-1109.74%	281.74%	178.43%	156.67%	

Income statements including detailed analysis of expenses and revenues on a quarterly and an annual basis are included in Exhibits B and C.

Balance Sheet Summary

The absence of liabilities in the balance sheet reflects Meshcast’s policy of renting or leasing equipment and space, and of paying cash for expenses.

It is assumed that accounts receivable will be relatively steady at about 10% of total sales.

The following spreadsheet illustrates Meshcast’s account balances for the first five years of operation;

Pro Forma Balance Sheet (x $1000)	 	 	 	
 	as of	as of	as of	as of	as of	
Assets	12/31/2002	12/31/2003	12/31/2004	12/31/2005	12/31/2006	
    Cash	2,003 	1,662 	3,586 	18,740 	58,258 	
    Accounts Receivable	66 	107 	2,253 	3,838 	5,000 	
Total Assets	$2,069 	$1,769 	$5,839 	$22,578 	$63,258 	
 	as of	as of	as of	as of	as of	
Liabilities and Equities	12/31/2002	12/31/2003	12/31/2004	12/31/2005	12/31/2006	
Liabilities	 				 	
    Other Liabilities	0 	0 	0 	0 	0 	
Total Liabilities	$0 	$0 	$0 	$0 	$0 	
Equities	 				 	
    Paid-in Capital	4,000 	4,000 	4,000 	4,000 	4,000 	
    Retained Earnings	(1,931)	(2,231)	1,839 	18,578 	59,258 	
Total Equities	$2,069 	$1,769 	$5,839 	$22,578 	$63,258 	
Total Liabilities and Equities	$2,069 	$1,769 	$5,839 	$22,578 	$63,258 	

Quarterly balances for the first eight quarters of operation are included in Exhibit D.

Cash Flow Analysis

We have assumed that approximately 90% of purchases of our products will be made on a cash basis, with accounts receivable remaining about 10% of sales.

We have assumed that the first part of our investment will be made available for use as of January 1, 2002.

The following charts show quarterly projections of cash flow for the first two years of operations.  Subsequent years are highly cash flow positive due to the rapid increase of revenues while expenses stay relatively flat.

Break-Even Projection

Meshcast reaches break-even by the eighth quarter of operation! Sales are expected to be at the $1,070,000 per quarter level by that date, and operations are cash flow positive from that point on.

The following diagram illustrates this point graphically, and also shows that cash flow is not an issue after break-even due to the relative slopes of the income and expense curves.

A spreadsheet detailing monthly cash flows for the first twelve months of operations is included in Exhibit E.

Capital Requirements

We seek $4,000,000 of additional equity to fund our growth for the first two years.  At that time, we will reach a positive cash flow position. 

The initial stage of funding will be used to complete development, lease office space and equipment, and introduce and market our new product line. Here is a breakdown of how the funds (investment plus revenues) will be spent over the first two years of operations; 
		
		Product development		$3.2M (48%)
		Marketing and sales		$1.9M (29%)
		General and administrative	$1.5M (23%)

We can provide an exit for this investment in four years through a public offering of shares in the company.

Given the financial projections, an initial public offering (IPO) after 8 quarters of profitability would mean IPO in Q4 of 2005. At that time, Net Income After Taxes will be $12.5 million per year.  Assuming a Price/Earnings ratio of 10/1, gives Meshcast a 
market capitalization of $125 million, and an expected offering price of $12.50 per share.

Investors in Meshcast would at this point achieve a Return On Investment (ROI) of 10/1, since the original investment in 3.2 million shares would now be worth $40,000,000 (3,000,000 shares x $12.50/share)!

Conclusion

Based on our projections, we feel an investment in Meshcast is a sound business decision.  In order to proceed, we are requesting an investment of $4,000,000 by December 31, 2001.

Exhibits

o	A. Projected Hiring Plan
o	B. Projected Quarterly Income Statements
o	C. Projected Annual Income Statements
o	D. Projected Quarterly Balance Sheets
o	E. Projected Cash Flow

Exhibit A. Projected Hiring Plan	
										
 	salary	2002-Q1	2002-Q2	2002-Q3	2002-Q4	2003	2004	2005	2006	
CEO	150	37.5	37.5	37.5	37.5	150	150	150	150	
CFO	150	37.5	37.5	37.5	37.5	150	150	150	150	
Admin	80	20	20	20	20	80	80	80	80	
HR	80	 	 	20	20	80	80	80	80	
Admin	80	 	 	 	 	 	80	80	80	
Subtotal G & A payroll	 	95	95	115	115	460	540	540	540	
# G & A employees	 	3	3	4	4	4	5	5	5	
CTO	150	37.5	37.5	37.5	37.5	150	150	150	150	
Sr Eng1	120	30	30	30	30	120	120	120	120	
Sr Eng2	120	30	30	30	30	120	120	120	120	
Sr Eng3	120	30	30	30	30	120	120	120	120	
Sr Eng4	120	30	30	30	30	120	120	120	120	
Eng1	100	25	25	25	25	100	100	100	100	
Eng2	100	25	25	25	25	100	100	100	100	
Eng3	100	25	25	25	25	80	80	100	100	
Jr Eng1	80	20	20	20	20	80	80	100	100	
Jr Eng2	80	20	20	20	20	80	80	100	100	
Jr Eng3	80	20	20	20	20	80	80	100	100	
Cust Support1	100	 	25	25	25	100	100	100	100	
Cust Support2	80	 	20	20	20	80	80	80	80	
Tech Pubs	100	 	25	25	25	100	100	100	100	
Eng4	100	 	 	 	 	100	100	100	100	
Eng5	100	 	 	 	 	 	100	100	100	
Eng6	100	 	 	 	 	 	 	100	100	
Eng7	100	 	 	 	 	 	 	 	100	
Jr Eng4	80	 	 	 	 	80	80	80	80	
Jr Eng5	80	 	 	 	 	 	80	80	80	
Jr Eng6	80	 	 	 	 	 	 	80	80	
Jr Eng7	80	 	 	 	 	 	 	 	80	
Subtotal R & D payroll	 	292.5	362.5	362.5	362.5	1610	1790	2050	2230	
# R & D employees	 	11	14	14	14	16	18	20	22	
CMO	150	37.5	37.5	37.5	37.5	150	150	150	150	
VP Sales-US	100	 	 	25	25	100	100	100	100	
VP Sales-EU	100	 	 	25	25	100	100	100	100	
Marketing Rep1	80	 	 	20	20	80	80	80	80	
Marketing Rep2	80	 	 	20	20	80	80	80	80	
Sales Rep1	60	 	 	15	15	60	60	60	60	
Sales Rep2	60	 	 	15	15	60	60	60	60	
Sales Rep3	60	 	 	 	 	 	60	60	60	
Sales Rep4	60	 	 	 	 	 	 	60	60	
PR specialist	100	 	 	 	 	100	100	100	100	
Subtotal M & S payroll	 	37.5	37.5	157.5	157.5	730	790	850	850	
# M & S employees	 	1	1	7	7	8	9	10	10	
Total payroll:	 	425	495	635	635	2800	3120	3440	3620	
# employees	 	15	18	25	25	28	32	35	37	

Exhibit B. Projected Quarterly Income Statements	
									
The following table provides Meshcast's projected quarterly income statements for 2002-2003.	
									
Pro Forma Quarterly Income	 	 	 	 	 	 	
 	2002	2003	
 	Q1	Q2	Q3	Q4	Q5	Q6	Q7	Q8	
Sales:									
    No-ads Server Revenues	0	0	40	60	50	50	50	50	
    Custom Server/Client Revenues	0	0	0	0	80	100	100	120	
    No-ads Client Revenues	0	0	100	400	600	400	100	100	
    Advertising Revenues	0	0	100	200	200	300	500	800	
Total Sales	$0	$0	$240	$660	$930	$850	$750	$1,070	
    Sales Commissions	0	0	7	13	17	23	33	49	
    SW Delivery Costs	0	0	1	1	1	1	1	1	
Total Cost of Sales	$0	$0	$8	$14	$18	$24	$34	$50	
Gross Margin	0	0	232	646	913	827	717	1,021	
Gross Margin %	na	na	96.7%	97.9%	98.1%	97.2%	95.5%	95.4%	
Operating Expenses:									
Marketing & Sales (M & S) Expenses:									
      M & S Payroll	38	38	158	158	183	183	183	183	
      Allowance for Payroll Adjustment	0	0	0	0	18	18	18	19	
      Advertising	0	1	2	1	0	1	2	1	
      Printing, Graphics & Collateral	0	10	0	15	5	5	5	20	
      Public Relations	0	1	0	0	0	1	0	0	
      Travel	10	10	60	50	40	40	40	40	
      Trade Shows & Events	0	0	45	20	20	20	20	20	
      Partnerships & Alliances	0	50	0	0	0	50	0	0	
      Market Research	2	0	0	0	2	0	0	0	
      Conference Sponsorships	0	0	0	0	50	0	0	0	
      Promotions/Give-aways	0	5	5	0	5	0	0	0	
      Website Dev & Maintenance	33	3	3	3	3	3	3	3	
Total M & S Expenses	$83	$118	$273	$247	$326	$321	$271	$286	
Research & Dev (R & D) Expenses:									
      R & D Payroll	293	363	363	363	403	403	403	403	
      Allowance for Payroll Adjustment	0	0	0	0	40	40	40	41	
      Software Licenses	1	0	1	0	1	0	1	0	
Total R & D Expenses	$294	$363	$364	$363	$444	$443	$444	$444	
General & Admin (G & A) Expenses:									
      G & A Payroll	95	95	115	115	115	115	115	115	
      Allowance for Payroll Adjustment	0	0	0	0	11	11	12	12	
      Rent	30	30	30	30	30	30	30	30	
      Internet connection	6	6	6	6	6	6	6	6	
      Equipment/Furniture Leases	12	16	20	20	24	24	24	24	
      Legal fees	15	0	1	0	2	0	1	0	
      Accounting fees	2	0	0	4	2	0	0	4	
      Recruiting fees	6	6	6	6	6	6	6	0	
      Utilities	3	3	3	3	4	4	4	4	
      Office Supplies	8	2	2	2	2	2	2	2	
Total G & A Expenses	$177	$158	$183	$186	$202	$198	$200	$197	
Total Operating Expenses	$554	$639	$820	$796	$972	$962	$915	$927	
 									
Income before Interest & Taxes	($554)	($639)	($588)	($150)	($60)	($136)	($199)	$94	
Taxes Incurred	0	0	0	0	0	0	0	24	
Net Income After Taxes (NIAT)	($554)	($639)	($588)	($150)	($60)	($136)	($199)	$70	
Sales/NIAT	0.0%	0.0%	-40.8%	-440.0%	-1563.0%	-627.3%	-377.8%	1539.6%	

Exhibit C. Projected Annual Income Statements				
						
The following table provides Meshcast's projected annual income statements for 2002-2006.		
						
Pro Forma Annual Income	 	 	 	 	 	
 	2002	2003	2004	2005	2006	
Sales:	 	 	 	 	 	
    No-ads Server Revenues	100	200	400	800	1,600	
    Custom Server/Client Revenues	0	400	2,000	4,000	10,000	
    No-ads Client Revenues	500	1,200	800	1,600	3,200	
    Advertising Revenues	300	1,800	5,400	16,000	33,000	
Total Sales	$900	$3,600	$8,600	$22,400	$47,800	
    Sales Commissions	20	120	390	1,040	2,230	
    SW Delivery Costs	2	4	6	8	10	
Total Cost of Sales	$22	$124	$396	$1,048	$2,240	
Gross Margin	878	3,476	8,204	21,352	45,560	
Gross Margin %	97.6%	96.6%	95.4%	95.3%	95.3%	
Operating Expenses:	 	 	 	 	 	
Marketing & Sales (M & S) Expenses:	 	 	 	 	 	
      M & S Payroll	392	732	790	850	850	
      Allowance for Payroll Adjustment	0	73	86	101	111	
      Advertising	4	4	5	6	6	
      Printing, Graphics & Collateral	25	35	40	45	50	
      Public Relations	1	1	0	0	0	
      Travel	130	160	170	180	190	
      Trade Shows & Events	65	80	30	40	45	
      Partnerships & Alliances	50	50	75	100	100	
      Market Research	2	2	3	3	4	
      Conference Sponsorships	0	50	0	60	0	
      Promotions/Give-aways	10	5	10	10	15	
      Website Dev & Maintenance	42	12	42	12	42	
Total M & S Expenses	$721	$1,204	$1,251	$1,407	$1,413	
Research & Dev (R & D) Expenses:	 	 	 	 	 	
      R & D Payroll	1,382	1,612	1,790	2,050	2,230	
      Allowance for Payroll Adjustment	0	161	195	241	283	
      Software Licenses	2	2	2	3	4	
Total R & D Expenses	$1,384	$1,775	$1,987	$2,294	$2,517	
General & Admin (G & A) Expenses:	 	 	 	 	 	
      G & A Payroll	420	460	540	540	540	
      Allowance for Payroll Adjustment	0	46	59	64	71	
      Rent	120	120	130	130	150	
      Internet connection	24	24	26	28	30	
      Computer leases	68	96	100	105	110	
      Legal fees	16	3	4	5	6	
      Accounting fees	6	6	7	8	10	
      Recruiting fees	24	18	5	5	5	
      Utilities	12	16	17	18	19	
      Office Supplies	14	8	8	9	9	
Total G & A Expenses	$704	$797	$896	$912	$950	
Total Operating Expenses	$2,809	$3,776	$4,134	$4,613	$4,880	
 	 	 	 	 	 	
Income before Interest & Taxes	($1,931)	($300)	$4,070 	$16,739 	$40,680 	
Taxes Incurred	0	24	1,017 	4,185 	10,170 	
Net Income After Taxes (NIAT)	($1,931)	($324)	$3,052 	$12,554 	$30,510 	
Sales/NIAT	-46.6%	-1109.7%	281.7%	178.4%	156.7%	

Exhibit D. Projected Quarterly Balance Sheets	
										
Projected quarterly balance sheets for Meshcast's first eight quarters:				
										
Pro Forma Balance Sheet (x $1000)	 	 	 	 	 	 	 	
 	as of	as of	as of	as of	as of	as of	as of	as of	as of	
Assets	12/31/01	3/31/02	6/30/02	9/30/02	12/31/02	3/31/03	6/30/03	9/30/03	12/31/03	
    Cash	4,000 	3,446 	2,807 	2,195 	2,003 	1,917 	1,789 	1,601 	1,662 	
    Accounts Receivable	0 	0 	0 	24 	66 	93 	85 	75 	107 	
Total Assets	$4,000 	$3,446 	$2,807 	$2,219 	$2,069 	$2,010 	$1,874 	$1,676 	$1,769 	
 	as of	as of	as of	as of	as of	as of	as of	as of	as of	
Liabilities and Equities	12/31/01	3/31/02	6/30/02	9/30/02	12/31/02	3/31/03	6/30/03	9/30/03	12/31/03	
Liabilities	0	0	0	0	0	0	0	0	0 	
    Other Liabilities	0 	0 	0 	0 	0 	0 	0 	0 	0 	
Total Liabilities	$0 	$0 	$0 	$0 	$0 	$0 	$0 	$0 	$0 	
Equities	 								 	
    Paid-in Capital	4,000 	4,000 	4,000 	4,000 	4,000 	4,000 	4,000 	4,000 	4,000 	
    Retained Earnings	0 	(554)	(1,193)	(1,781)	(1,931)	(1,991)	(2,126)	(2,325)	(2,231)	
Total Equities	$4,000 	$3,446 	$2,807 	$2,219 	$2,069 	$2,010 	$1,874 	$1,676 	$1,769 	
Total Liabilities and Equities	$4,000 	$3,446 	$2,807 	$2,219 	$2,069 	$2,010 	$1,874 	$1,676 	$1,769 	

Exhibit E. Projected Cash Flow	
													
Meshcast's cash balance projections for the first twelve months of operation:			
													
Pro Forma Cash Flow for year 2002 (x $1000)	 	 	 	 	 	 	 	
 Cash Received	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	
     Capital Input	4,000	0	0	0	0	0	0	0	0	0	0	0	
     Cash Sales	0	0	0	0	0	0	72	72	72	198	198	198	
     From Receivables	0	0	0	0	0	0	0	0	0	8	8	8	
 Subtotal Received	$4,000	$0	$0	$0	$0	$0	$72	$72	$72	$206	$206	$206	
													
 Cash Spent	Jan	Feb	Mar	Apr	May	Jun	Jul	Aug	Sep	Oct	Nov	Dec	
     Payroll Expenses	142	142	142	165	165	166	212	212	212	212	212	212	
     Sales Costs	0	0	0	0	0	0	2	3	3	4	5	5	
     Operating Expenses	48	40	40	53	45	45	64	60	60	60	50	50	
 Subtotal Spent	$190	$182	$182	$218	$210	$211	$278	$275	$275	$276	$267	$267	
													
 Net Cash Flow	$3,810	($182)	($182)	($218)	($210)	($211)	($206)	($203)	($203)	($70)	($61)	($61)	
 Cash Balance	$3,810	$3,628	$3,446	$3,228	$3,018	$2,807	$2,601	$2,398	$2,195	$2,125	$2,064	$2,003