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Our funnel is synergistic, which offers the potential of exponential growth. Any person introduced to any of our four primary offers, from any internal or external source, may benefit from each of our four offerings. In turn, the incentives we offer to those who join any of our programs, makes bringing additional people into the network a profitable venture for everyone. Each of our offerings is grounded in sound business fundamentals AND social and/or environmental responsibility. Thus, everything we do and promote is naturally attractive to the growing number of people who want to make a difference while they make a living.

Our Management Team

The Founders and Faculty Partners of CompassionHappens are each successful professionals who have demonstrated records of financial success as well as deep care and concern for their communities and the Earth.

Our core team is highly experienced in entrepreneurial development, direct sales, coaching, marketing and financial management. We have demonstrated expertise and knowledge in funding, product and affiliate network development, joint venturing, business development and leadership training. We have also brought together a network of well-seasoned and expert business consultants to develop the organizational design and structure of the business. Additionally, leaders of the conscious business movement are participating as consultants in the creation of the company.

Full biographies of our Senior Management, Advisors, Founding Members and Faculty are provided at the end of this Summary.

Recent Accomplishments

Our recent accomplishments include:

 Partnership agreements with Excellerated Business Schools™ and Greenfoot Global™  Executed on our first two Money & You® programs generating $55,000  Completed assembly of our Greenfoot Global™ binary, now generating $50,000 a week  Sold several Founding Member packages generating more than $100,000  Launched C.H.I. Consulting Group, generating more than $25,000 in Q3-Q4 of 2010  Completed launch of MasterUAcademy teleclass website (now The SCENE Academy)  Produced more than 40 teleclasses with prominent speakers and authors in Q4 of 2010  90% complete the proprietary Instant Impact Generator (IIG) viral marketing software tool A year ago the Company operated on purely pro forma (forward looking) financial and business models. Today, having executed on the programs detailed above, the Company operates with business and financial models based on actual costs and revenue benchmarks. This enables us to go forward under established and reliable financial indicators.

Current Business Objectives

Our current business objectives are to launch The SCENE membership site in late June 2011. We are currently developing a series of animated viral videos and social media marketing campaigns to support this launch.

Within 90 days we plan to engage with 150 joint venture partners who reach over 5,000,000 individuals around the world. We anticipate enrolling 3500 members in The SCENE in the first 30 days of our launch, with 50% choosing a fee-based monthly membership.

In addition, during the balance of 2011, we expect to produce up to five additional Money & You® events with average attendance rising to more than 100 participants per event, each paying $1997 per ticket. We also expect to re-launch The MasterUAcademy as The SCENE Academy during the second quarter of 2011. Moreover, we project a fourfold increase in clients served by C.H.I. Consulting Group, in conjunction with the launch of The SCENE. Launch of The SCENE will also mark the beginning of our coaching and mentoring programs. We expect more than 10% of The SCENE membership to enroll in coaching and mentoring programs. Greenfoot Global™ revenues are expected to grow at industry rates or better during 2011.

Request for/Use of Funds According to our financial model, the company will require an additional $1,000,000 to execute the proposed business plan, mostly within the pre-launch and early launch stages. In order to obtain the necessary capital, CompassionHappens has developed multiple strategies, including an innovative Founding Members’ Program that allows a limited number of individuals to contribute capital directly and participate in the company’s success. The Company currently has a limited number of available Founding Member positions. We have also successfully sold several Ambassador Positions. Ambassadors have certain privileges and income-earning opportunities focused around promoting our products and services within their own networks.

We plan to use invested funds during the next six months to:

 Complete our technology infrastructure—servers, websites, joint venture platform  Complete launch of our IIG viral cause marketing tool  Execute on our branding, membership plans, and pre-launch software for the SCENE  Increase the number of Money & You® events we can produce  Execute on our international marketing plan for EnviroTabs®  Fully Integrate C.H.I. Consulting with all other networks and programs  Purchase 5-10% of Greenfoot Global LLC

The following benchmarks will be achieved when we have fully executed on the items above:

 Fully integrated technology platform linking people, events, products, services and opportunities  Increase SCENE membership to 3,500 members paying $79 to $149 per month  Increase average Money & You® attendance to 100 people paying $1,997 per ticket  Grow our network of Greenfoot Global associates to 50,000 distributors world-wide  Grow our client base of C.H.I. Consulting Group to 25 clients per month spending an average of $2,500  5 to 10% ownership in Greenfoot Global LLC –projected to be a $300m company in the next 3-5 years

Financial Thumbnail

Once the required capital is obtained, CompassionHappens expects to generate cumulative revenues of approximately $53,000,000 within 36 months and profits (EBITDA) of approximately $13,000,000 over the same time period. This is inclusive of approximately $5,000,000 targeted to be invested in micro-lending programs during the next three years, or directly contributed to social causes.

CompassionHappens, Inc. Business Plan The Rise of Conscious Business

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The balance of this Business Plan will answer each of these questions. Let’s begin at the beginning, with the story of conscious business.

Capitalism: System & Structure Conscious Business: Philosophy & Practice Pioneers in Conscious Business The Marketplace Meets the Idea The Idea Becomes a Movement Our Place in the Movement The Markets We Serve CompassionHappens operates within the broad small and start-up business marketplace. Globally, this marketplace represents perhaps 100 million people in managerial or founding member positions in new companies, or running their own home-based business. In the U.S. alone about three million new businesses are

formed each year. Within this broad market, we focus upon two prominent and growing niches:

 socially conscious businesses  home-based businesses The socially conscious business niche includes both large and small companies, as well as non-profit and hybrid companies. Socially conscious business is now a well-defined business model that has proven to be significantly more sustainable and profitable than the traditional profit-centric business model. Many entrepreneurs are now building conscious businesses, due in large measure to the amazing success of large corporations who have followed the socially conscious business model. This trend was recently documented in the bestselling book ―Firms of Endearment,‖ published by Wharton School Publishing.

According to the U.S. Bureau of Labor Statistics, there are 18.3 million existing home-based businesses in the United States. According to Entrepreneur Magazine, every eleven seconds someone starts a home-based business. Moreover, home-based businesses generate approximately $427 billion a year globally. Interestingly, the home-based business marketplace is becoming decidedly more socially conscious as baby boomers and their children direct their spending dollars to so-called LOHAS (Lifestyles of Health and Sustainability) products. In response, many affiliate-based and Direct Selling companies have moved into the nutritional and environmentally responsible products niche. At the same time, current economic conditions make home-based business ownership an attractive component to family security and financial freedom.

New entrepreneurs and people desiring to find a good home-based business share one factor in common—they tend to be self-employed, or at least partially self-employed. According to the PEW Internet Project (a project of the PEW Research Center), 16% of employed Americans are self-employed. Michael Brosnan, of Achievement Quest Consulting states, ―In his recent book, Richard Poe, former senior editor for Success Magazine, describes that a shift in thinking has resulted in over 14 million people working from home full-time, and another 13 million part-time. This number is increasing by almost 600,000 per year. And by the end of the decade over 46% of us will be working from home.‖ Brosnan also reports, in this same March 8, 2010 newsletter, that ―Over the past decade, Fortune 500 companies have laid off 4.4 million workers while smaller companies steadily continue to reduce their work forces. As companies continue to downsize and re-organize, many professionals will seek out and search for new ways to take control of their careers.‖ Any view of the data makes it clear that millions of people are looking for supplemental income, are joining the ranks of the unemployed and underemployed, and are exploring entrepreneurial opportunities.

CompassionHappens stands at the intersection of these two dynamically growing markets: socially conscious entrepreneurs; and people who want to make a difference in the world, but may not have the skills, talent or resources to create and grow a start-up into a sustainable business. For entrepreneurs, we offer the SCENE and C.H.I. Consulting Group. For those who want the freedom and good-will of a socially responsible home-based business, we offer Greenfoot Global. And for everyone who wants to transform their relationship to money and wealth, we offer the Money & You® program.

Our Products & Services

CompassionHappens has developed four primary products and services to meet obvious and growing needs in our chosen marketplaces. The Company has spent more than a year interacting with leaders and denizens of the conscious business movement. We have taken the time to talk with people, understand their challenges and visions, assess common patterns of need, and create detailed plans to meet those challenges, visions and needs.

We engaged in thousands of conversations, dozens of meetings with entrepreneurs, development and testing of pilot projects and in many cases detailed peer review. As a result of this activity, the Company developed The SCENE, formed a relationship with Excellerated Business Schools to offer Money & You® to our network and developed C.H.I. Consulting Group.

At the same time, we have connected to people and groups within the home-based business marketplace. This includes business owners, affiliate marketing companies, direct sales organizations and individuals with large down-line organizations. We explored trends within these market segments. We reviewed various products;

many through actual testing and professional assessment. All of this exploration allowed the Company to select Greenfoot Global and its EnviroTabs as the perfect product and team to bring to our own network.

Each of our products and services was developed within the context of six important trends in the global

economy and the global community. They are:

 Ongoing financial uncertainty and upheaval that most forecasters believe will last for years  The growing trend towards income supplementation to protect against loss of employment  The globalization of the human economy and the coming loss of American economic hegemony  The rapid growth of Internet and cellular phone-based communication and its economic force  Global and national movements based on democratic and free-market principles  Increasing signs of environmental distress and its associated economic and social impacts In many ways conscious business and the Conscious Capitalism® movement are both harbingers of and resultant from the six factors identified above. The world is evolving more rapidly than ever before. We live in an age of unprecedented and sweeping change that is taking place at incredible speed. The structures, institutions and norms that governed business and human culture for generations are no longer capable of managing today’s complexity. But human consciousness is evolving to meet the challenges! Within this maelstrom people are reaching out from all corners of the globe with a strong desire to collaborate. Human brilliance is peaking, breaking through old paradigms, and dreaming new dreams. Best of all, technology can enable people to connect and collaborate quickly and efficiently. Millions of people are exploring ways to accomplish this. CompassionHappens’ products and services are designed to support this exploration and to meet the challenges facing the New Entrepreneur.

Below, we examine each of our four primary products and services in greater detail.

–  –  –

The CompassionHappens team met with thousands of socially conscious entrepreneurs during the past year. Our mission was to discover what made this group ―tick‖ and understand the major challenges entrepreneurs faced in transforming their visions into sustainable, profitable businesses. While individual entrepreneurs and businesses all had unique challenges, a common set of factors emerged from thousands of conversations. Most prominent among these

challenges were:

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