Corporate Address and Phone Numbers

VitaCube Systems Holdings, Inc. [XELR8]

480 South Holly Street

Denver, Colorado 80246

Phone: 303-316-8577

Toll Free: 1-877-VITACUBE (848-2282)

Corporate Website: http://www.xelr8.com

Marketing Website: http://wwwbazijuicebusiness.com

Year Company Began Business

VitaCube Systems Holdings, Inc. was created in 2000 with a single goal in mind. To create a truly effective, integrated nutritional supplementation system. VitaCube Systems Holdings, Inc. is the parent company of VitaCube Systems, Inc, now known as XELR8.

Countries Where Company Conducts Business

Network Marketing: USA

Experience and Skill of Management Team

SANFORD D. GREENBERG - Founder

Mr. Greenberg, founder of XELR8, Inc., has over 20 years of business development experience. Formerly serving as Chairman and Chief Executive Officer of a securities firm, Mr. Greenberg has achieved national recognition for his motivational and sales training activities, and has developed compliance procedures that have become a standard in the securities industry. Mr. Greenberg brings to XELR8 his highly accomplished sales and motivational experience, together with his boundless vision. As Founder, he is involved with marketing development, the monitoring of athlete endorsements, and the motivation and retention of the Company's network of independent distributors.



EARNEST MATHIS - Chairman of the Board

Mr. Mathis was appointed as XELR8’s Chairman of the Board in March 2005 and served as the Company’s Chief Executive Officer from March 2005 until October 2006. In addition, Mr. Mathis is also President and a director of Inverness Investments, Inc., a privately held financial consulting company, since January 1987. Since its inception in 1987, Inverness has completed numerous acquisitions of publicly held companies; Mr. Mathis served as the principal manager in most of those transactions. He has also been involved in several initial public offerings as an officer and director of the registrants. Since 1998, Mr. Mathis has also served as the Managing Director of AmeriGolf Holdings, LLC, a golf course development company. One of AmeriGolf’s properties, The Golf Course at Redlands Mesa in Grand Junction, Colorado, was named “Best Affordable New Public Course in the United States” by Golf Digest in 2001. In January 2002, Mr. Mathis became one of the founding members of Waveland Ventures, LLC, a capital management company emphasizing economic redevelopment and stimulation programs for Government entities. He also has held a managerial position at Waveland Colorado Ventures, LLC, a certified capital company, since its formation in January 2002. Mr. Mathis has been a member of the Society of Security Analysts since 1990. In 1997, he participated in the then State Treasurer (now Colorado Governor) Bill Owens’ Good Will Ambassador Program to China. Mr. Mathis’ extensive high finance background is a valuable asset in driving sales, profits and shareholder value of XELR8 Holdings.



DOUG RIDLEY- President

In June 2005, Mr. Ridley was appointed to serve as President of XELR8, Inc. and has been a valued member of the Company's Board of Directors since January 2004. Well known and widely respected within the network marketing industry, Mr. Ridley previously served as President of Quorum International, a network marketing organization that began with a small infusion of capital and grew second year sales to approximately $120 million with a net pretax profit of nearly $15 million. During Mr. Ridley's tenure, Quorum's member growth reached in excess of 220,000 and management staff/employees grew to approximately 325. In addition to managing the day to day operations of the Company, Mr. Ridley oversees the execution of all strategic marketing, sales and branding initiatives.



JOHN POUGNET, CPA - Chief Financial Officer and Chief Executive Officer

Mr. Pougnet joined XELR8 Holdings with his appointment as CFO in September 2005. In October 2006, his executive responsibilities were increased with his appointment as Chief Executive Officer. Immediately prior to XELR8, Mr. Pougnet was Assurance Senior Manager at KPMG, LLP, a global network of professional services firms providing Audit, Tax and Advisory services to both public and private companies. He also served as Vice President of Finance and Corporate Secretary at Future Beef Operations, LLC, where he was responsible for the strategic planning, development and leadership of the Corporate Finance department for this multi-state meat packing company with annual revenue of $350 million. As a senior auditor with Deloitte & Touche from 1996-2001, Mr. Pougnet led audits for multi-national clients in a broad range of industries, including investment management, banking, investment funds (both domestic and international), manufacturing, transportation, distribution, retail and wholesale. As XELR8’s CEO and CFO, Mr. Pougnet pulls double duty overseeing and directing the Company’s business and financial operations. In his role as CFO, he is responsible for initiating all budgets, forecasting, and job cost analysis systems for the Company, in addition to directing all finance, accounting, data analysis and reporting for both the network marketing division and public entity.



TIMOTHY TRANSTRUM - Vice President of Operations

Vice President of Operations - Mr. Transtrum joined XELR8 in 2004 and brings a strong history of successfully leading network marketing companies through dramatic growth. Prior to that, he was President and Chief Operating Officer of NutriHealth USA, a division of the global nutrition company Natural Health Holdings LTD. From February 1999 to May 2000, he served as Vice President of Operations and International Development for Oasis Wellness Network, a network marketing company. As Vice President of Operations of XELR8, Mr. Transtrum is responsible for the day-to-day customer service and fulfillment operations, as well as all property and facilities management for the Company's main office and offsite warehouse fulfillment center.



SANJEEV R. JAVIA - Vice President of Business Development

Prior to joining XELR8, Mr. Javia was the director of affiliate publishers for Worldpages.com, the Nation's fourth largest independent publisher. While there, he was responsible for over 50 independent directory publishers throughout the U.S. and Canada, directed training for 700 sales consultants, and helped develop the Company's successful Internet program. Mr. Javia now heads XELR8's Product Development and the VIP/Celebrity Division, where he manages and oversees new product development and training, as well as strategic planning, and is a liaison to XELR8's Scientific Review and Medical Advisory Board and Professional Athletic Advisory Board. Mr. Javia earned a Bachelor of Science degree in Biology and Biopsychology, with honors, from the University of Michigan.



TERESA SIMONEAU - Director of Communications

Ms. Simoneau has been with the Company since its inception, and has played an integral role in the formation of the Company’s sales and marketing strategies. Formerly the Vice President of Corporate Communications at a national securities firm, she has over 20 years experience in marketing, communications, advertising, desktop publishing and promotional event planning. At XELR8, she is responsible for the day-to- day corporate communications between the field of independent distributors and the corporate office. While also assisting with contract management for athlete and professional team endorsements, she oversees and manages the Company’s trademark applications, FDA & FTC material reviews, company sales promotions and contests, motivational sales seminars and national events. Ms. Simoneau also maintains company-wide compliance of marketing initiatives to maintain the quality of the XELR8 brand.



JOHN HUTCHINSON – Vice President of IT & Web

Mr. Hutchinson is the former vice president of information technology (IT) for EAS, one of the largest sports nutrition companies in the industry which was acquired by Abbott in 2004. While at EAS, Mr. Hutchinson was responsible for implementing company-wide technology, computer, and Internet systems. He also served as vice president of technology for ClubCom, Inc., a leading provider of private television networks. At XELR8, Mr. Hutchinson is responsible for strategic IT planning and technological implementations. In addition, he manages partnerships with key outside technology vendors. Mr. Hutchinson received a Bachelor of Science degree in Computer Science and Mathematics from Colorado State University and has completed the Boston Marathon 3 times.

Description of Compensation Plan

http://www.xelr8.com/images/comp_plan.pdf

Description of Products and their Uniqueness in the Market

The bottom line is that we are all busy, we are working, playing, and studying at one hundred miles an hour, twenty four hours a day. When we get hungry we eat the quickest option available and that isn't likely to be the most healthy. Fortunately, there are companies like XELR8 who provide nutritional options for those of us who are always on the go.



















XELR8 offers energy drinks, snacks and protien drinks and vitamins for those who are performance or athleticly inclined. However, the real star of XELR8's lineup is Bazi--the Jujube Juice Energy Drink. Bazi is a powerful, concentrated, antioxidant† nutritional drink that gives you all the vitamins and minerals you need in a single, convenient, one-ounce shot.



Bazi contains eight of the world’s “super fruits”—popular fruits and exotic berries from remote regions of the globe. The Jujube fruit has been shown to strengthen the immune system, provide a calm energy, and help the digestive, neurological and muscular functions. It is a potent antioxidant rich in vitamin c and other vitamins and minerals. The Jujube fruit contains an abundance of Betulinic acid which is exciting modern science by a growing body of evidence for its role in killing cancerous cells and in slowing the progression of HIV. The Jujube fruit has one of the highest concentrations of cGMP and cAMP which are messenger molecules. They carry important signals at the cell level. Every physical and mental action requires the transmission of these signals. The Ancient Chinese learned about these unique properties over thousands of years ago.



To enhance the properties of this health elixir XELR8 has added seven other exotic fruits and berries. These are the goji berry, the mangosteen fruit, the acai berry, the seabuckthorn berry, blueberry, the pomegranate and the raspberry. The Goji berry is derived from 18 amino acids, 21 trace minerals and complex polysaccharides which have been shown to strengthen the immune system. The Mangosteen fruit contains a specialized class of antioxidants called xanthones, which are highly biologically active. They help the body defend against stress and cellular destruction. The Acai Tree is located in the Amazon rainforest and has berries that are loaded with antioxidants, anthocyanins, amino acids, omegas, fibers and protein. The Seabuckthorn berry contains 190 bioactive components. It is a great source of Vitamin E, vitamin C, beta-carotene, unsaturated fatty acids, essential amino acids, and flavanoids. Blueberries are packed with antioxidant phytonutrients called anthocyanidins and are one of the most potent neutralizers of damaging free radicals. The pomegranate is also rich in polyphelonols which have been linked by science to playing a role in cardiovascular health, cancer and even aging. The raspberry is packed full of vitamins, antioxidants and fiber. It is also high in ellagic Acid –a powerful anti-carcinogenic compound.



But wait we are not done yet. This powerful health drink is packed with 12 vitamns-including the entire B-vitamin complex. It also contains 68 minerals-all major minerals and all minor minerals and all co-factors. Bazi blends them all in a unique vitamin/mineral complex.

How Much Does it Cost to Get Started if Someone is Serious about Starting a Home-Based Business?

To get started with XELR8 and build your Bazi Energy Drink Business you will purchase a Bazi Pack.



The Bazi Pack includes 1 case of 6 bottles ($120 worth of product /200 CV), plus a Distributor Starter Kit ($29 value) and a full year of the Bazi corporate website ($99+ value, etc....). PLUS..... With the Bazi Pack, you have the option to add-on additional cases of product as part of your first order, for the one-time only , reduced price of only $100/case of 6 bottles (save 20% / $20).



All totaled it is $150 + plus any extra cases of Bazi you may wish to purchase from the start to take advantage of the first order one-time only deal.

Is Internet Marketing Permitted? If so, what Limitations Exist? What Tools Does the Company Provide?

[Information Coming Soon]

Contributors

Name: Tim Draayer [XELR8/Bazi Distributor]

Contact: 507-363-1870

Email: baziexperience@gmail.com

Website: http://www.bazijuicebusiness.com



Name: Harold Marsh [XELR8/Bazi Distributor]

Contact: 517-394-0524

email: Haroldmarsh@gmail.com

Website: http://www.TeamBaziMichigan.com