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 The lack of quality, affordable counsel regarding business structure, modeling and growth  The lack of in-depth training relating to business funding— including where to find it  The lack of a community of like-minded peers who could share resources, ideas and connections CompassionHappens developed MasterUAcademy (now The SCENE Academy) and The SCENE as a direct response to these common challenges identified by our core future customers and clients. Since our goal was to create an Internet-centric global community of entrepreneurs, we knew that the education and training focus of The SCENE would be online. We conducted researching into the online learning industry in order to assure that the market for such courses was strong and growing. A 2009 report by the Babson Survey Research Group and The Sloan Consortium gave us a clear indication of demand in the marketplace. The results of that study indicated that, since 2003, online courses made significant gains in both credibility and acceptance as an educational vehicle. The study confirmed that over 4.6 million students were taking at least one online course during the fall 2008 term, a 17% increase over the number reported the previous year. The 17% growth rate for online enrollments far exceeded the 1.2 percent growth of the overall higher education student population. The economic downturn has acted as a catalyst for growing demand for online courses, with 66 percent of institutions reporting increased demand for new courses. Based on data like the Babson-Sloan Report, we felt confident that this was the perfect time for an Internet-centric education and training portal for socially conscious entrepreneurs.

Jeff Klein- Conscious Capitalism, Working For Good, Executive Consulting www.workingforgood.com DC Cordova- Global Entrepreneurship- M&Y, M&ME www.excellerated.com Kerry Zurier- M&Y Mindset-Mentorship-Coaching- Funding www.accomplishmentcoaching.com Ed Rholl LL.M, J.D- Conscious Business Structure-Forming-Funding www.chiconsultinggroup.com Sylva Dvorak PhD-Messaging- Branding- Cause Marketing www.chiconsultinggroup.com Jerry Conti- Joint Venturing-Blueprinting-Spiritual Development www.compassionhappens.com Mike Assum- Strategic Planning-Conscious Thinking-Productivity www.compassionhappens.com Jim Farren- -Conscious Business Consulting www.chiconsultinggroup.com Dr. Rita Lustgarten PhD- Conscious Business for Women Entrepreneurs http://ritalustgarten.com/bisec.html Mayumi Young- CPA, Strategic Systems consulting www.cpa-moms.com However, we knew that market demand for online education wouldn’t be enough to attract a large audience to The SCENE, so we sought out and enrolled world-class mentors and teachers. Relationship-building is at the core of our business and core strength of our Founding Team. We went to the community of teachers, consultants and mentors in the conscious business movement with a compelling offer: Join our team as official Mentors and be promoted to our entire audience of potential clients and customers and many of them will promote you naturally. Joint Venture with us and be compensated directly for every member who joins The SCENE. Offer mentoring, consulting or teaching to our curriculum and earn additional income as we promote you to an ever growing audience of potential customers. With this win-win opportunity we quickly attracted a small group of mentors and teachers. Within a few months, our core faculty has grown to ten world-class business leaders, each of whom brings extraordinary talent, teaching and mentoring ability and networks of contacts and clients. The education, training, mentoring and consulting services this group provides represents the major value proposition to current and future SCENE members. However, The SCENE provides much more to members as detailed below.

The SCENE (Socially Conscious Education Network for Entrepreneurs) is our major product/service for the socially conscious business niche. The SCENE is an online portal that also provides off-line social, educational and networking opportunities. For a modest monthly membership fee ranging from $79 to $149, members receive world-class training, education, mentoring and networking opportunities. The SCENE promises to be the first—and most prominent—social network for conscious entrepreneurs. The basic monthly subscription fee

will provide members access to:

 Group mentorship in multiple programs on an ongoing monthly basis  Webcasts, webinars and other educational offerings featuring SCENE mentors/experts and leaders of the conscious business movement  Our newsletter featuring motivational, inspirational and educational content (available electronically-our commitment to environmental responsibility)  Passive income through distribution of all CompassionHappens products, services and live events  Discounted services from our C.H.I. Consulting Group division Instant Impact Generator Members also receive a customizable Instant Impact Generator™ (IIG), our proprietary viral marketing tool designed specifically to empower members to spread the message about causes that are important to them. It is designed to promote an individual, business or message, while simultaneously benefiting a specific cause. This is done through the alignment of each individual IIG licensee (such as a Member of The SCENE) with a particular social cause he or she wants to support.

Revenues can be generated by the IIG licensee, through the sale of products using the viral IIG technology. Products could include the licensee’s own materials (such as a book or CD program), products from CompassionHappens (such as the sale of Money & You® tickets), products provided by the cause itself, or products from a network marketing company (such as the sale of EnviroTabs). A simple back office administration panel allows IIG users to customize their IIG, view their leads and track their results. All SCENE Members will receive a license to use the IIG system as a marketing tool to build their own business. The IIG can be easily replicated, providing members the opportunity to reach millions of potential customers and affiliates.

Members of The SCENE can also participate in residual income opportunities. We pay up to 40% commissions to members directly responsible for referring others who join the membership. Members of The SCENE may also choose to become Compassion Happens Ambassadors. Ambassadors are entitled to a wide range of exclusive benefits including tickets to events such as Money & You®. The Company is now accepting Ambassadors for a fee of $2,997. However, after 100 positions have been sold we intend to raise the price for the Ambassador Program to $3,997.

Money & You® Website: www.jointhescene.com/special

–  –  –

We explored Money & You® deeply, sending two groups of our senior staff to different presentations of the program. We observed and engaged with people in the course. We stayed in touch with graduates and spoke to them about the lasting benefits of the program. Ultimately, we determined the course was what we had been searching for. In late 2010 CompassionHappens entered into a joint venture with Excellerated Business Schools to promote their Money & You® live events in North America. This program has over 80,000 graduates around the world – including renowned motivators, authors and business leaders such as Tony Robbins, Jack Canfield, Robert Kiyosaki and Loral Langemeier. Based on the groundbreaking work of Buckminster Fuller and Marshall Thurber, Money & You® has transformed the lives of thousands of people for more than 32 years. We are now actively engaged in the first major national promotion of the course in the U.S.

CompassionHappens is now producing this 4-day event quarterly in Southern California and we plan to expand regionally and nationally in the coming three years. We pay Excellerated Business Schools a standard project fee per event and cover logistics costs. All profits are retained by CompassionHappens. We expect demand to grow significantly this year as we cross promote Money & You® through our own channels and via our many affiliates and joint venture partners. Given its affinity with the principles and practices of conscious business, it is the ideal program to bring to our audience.

–  –  –

Two of our Founders are highly experienced and successful business owners from the affiliate marketing and direct sales industries. It has always been a core intention of CompassionHappens to address the desires of millions of people who want to own a

business, but for a number of reasons are not positioned to build their own companies. But we had a problem:

for better or for worse the reputation of direct sales and network marketing companies is somewhat checkered.

How could we build such a business, within the practices and principles of the conscious business movement?

The answer was that we needed to become involved with a product that was fairly new to the marketplace. The product had to be of good quality. Moreover, the product had to solve a need that related to helping people and the environment. It had to be real and it had to make an impact. Finally, we needed a way to participate in selling the product that gave us enough operational control over our network so that we could create and work within conscious business principles.

Our first step was to conduct research into the marketplace for environmentally friendly products. We wanted to ensure that this was a truly expanding market, rather than just a well-intentioned movement with little economic performance in the marketplace. We discovered that increasing numbers of consumers are demanding environmentally friendly products. According to a survey conducted by the Boston Consulting Group (BCG) in January of 2009, the trend toward buying green continues. More consumers purchased green products in 2008 than in 2007, and more consumers were willing to pay a higher price for green products if they were considered to be of higher quality. Despite recent economic woes, consumer demand for environmentally aligned products is not slowing. According to the BCG Report: ―The continuing expansion of green consciousness around the world presents a huge opportunity for smart companies…The business case for green remains compelling, especially in a tough market.‖ The Environmental Defense Fund and Frost & Sullivan conducted a survey of energy efficient business leaders in December 2008 on the topic of renewable energy and energy efficient products and services. Of 500 respondents, 42% said their sales have increased over the past one to two years and an equal number said that their sales have remained the same (42%). While the economy may be slow, consumers are making more eco-conscious decisions while looking to save money – one of the many advantages of green products.

We began to explore the market for such a product. We created a project team headed by Silva Dvorak, PhD who had tremendous experience in product assessment, branding and free-trade marketing. Dr. Dvorak, along with other key team members, undertook a six-month research project to identify and assess prospective products. After much work the team presented several opportunities to the Senior Management. Ultimately, we chose to partner with a company and product that we felt offered the important characteristics we were seeking.

Greenfoot Global and its EnviroTabs product are poised to make a major splash in the direct sales and network marketing space in 2011. The product is proven to provide many environmental benefits (detailed below). The Company offers a competitive business opportunity. We were also able to get into the business at a very early stage. This offered a top placement in the matrix for our Company and those who come to the opportunity through us. Finally, we were able to negotiate a relationship that provided us with the operational controls and independence we wanted.

In a world beset by financial uncertainty, rising fuel prices and growing environmental concerns, CompassionHappens is positioned to bring EnviroTabs, an environmentally sound, fuel-efficiency product to millions of consumers. An engine-catalyst, the product reduces vehicle emissions and can increase fuel efficiency in most automobiles. Offered only through affiliate marketing channels, the product promises to be a major new entrant to the home-based business marketplace this year. Given our large network, top placement in the Greenfoot Global matrix and rising consumer concern about fuel cost, CompassionHappens offers a powerful environmentally sound product for today’s home-based business owner. The product will be promoted to people through all of our channels.

C.H.I. Consulting Group Website: www.chiconsultinggroup.com Earlier in this plan we discussed the challenges many socially conscious entrepreneurs expressed to us in hundreds of meetings and conversations. Many of those challenges centered on the need for affordable, quality counsel with regard to forming, funding and growing their businesses. Our initial business plans called for the creation of a fund (based on contributing a portion of our profits) that could make loans, grants and investments in socially conscious companies. While this is still a cornerstone of our social outreach, we recognized that funding these companies was not enough. In fact, as good social stewards, we needed assurance that the companies receiving our assistance could actually grow, prosper and last in the marketplace.

We met Edward Rholl as we were exploring how to meet the needs of entrepreneurs and address our concerns about good social stewardship. Ed was launching a new venture to assist companies to get funding from angel investor groups, after having worked with an investment bank and as a practicing attorney for a number of years. We were struck by Ed’s approach: rather than just bringing money to companies, Ed wanted to train them to be self-attractive. Ed knew from experience that sophisticated investors would only back new ventures that had solid fundamentals. Yet Ed wanted deeply to work with conscious companies. We engaged Ed to help write our initial business plan and the association grew into its current iteration, with Ed leading our C.H.I. Consulting Group. Ed now speaks, teaches, mentors and consults with clients who come to us through our various endeavors. We are training socially conscious companies to be good stewards of money, by grounding them in solid, tried and true business principles.

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