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«Business Plan Updated 5/4/11 THIS BUSINESS PLAN IS FOR INFORMATIONAL PURPOSES ONLY. THIS BUSINESS PLAN DOES NOT CONSTITUTE AN OFFER TO SELL OR A ...»

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C.H.I. Consulting Group helps entrepreneurs to form, fund and grow socially conscious businesses. A variety of business consulting services packages are offered, ranging from business plan development and review to preparation of Private Placement Memoranda. C.H.I. Consulting Group is already generating revenue for the company through its professional services and is planning to expand its staff during the 2nd Quarter of 2011.

Average client project fees are about $7,500, with a range between $5,000 and $15,000. C.H.I. Consulting is promoted through speaking engagements, word of mouth and will be adding Internet radio shortly.

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Our Commitment to Purpose Whereas most businesses today have the single goal of profitability, Compassion Happens embraces the

principles of Conscious Capitalism® by having 3 interdependent goals:

1. Profit for each individual, which yields

2. Profit for the company and its shareholders, which in turn yields

3. Participation in the funding of social causes Growth & Diversification Proctor & Gamble, one of the world’s most successful and enduring corporations, began as a seller of wax candles. Today, the company manufactures and sells a dizzying array of consumer products and operates dozens of manufacturing, fulfillment, distribution and sales offices globally. Each time they grew and added new products, markets and operational capability, Proctor & Gamble had to refine or re-write its business model. But the core commitment, vision and mission of the Company to customers and other stakeholders never changed.

In the same way Compassion Happens’ business model continues to change as the Company expands and diversifies. We’ve refined our original model to account for the experiential data we have gathered from more than a year of operations. However, our revised model is grounded in the same values and mission that we defined at the beginning of our business life.

Our basic business model is now solidly centered upon growing our network of socially conscious entrepreneurs and/or people desiring to own a socially responsible home-based business. As stated elsewhere in this Plan, we serve those groups with four specific products and services. We expand our network internally through the incentives offered to current members of the SCENE, Money & You® graduates, and through our many events. We expand our network externally through joint ventures, affiliate programs and events produced by partners. Our goal is to continuously expand our network so as to introduce ever-increasing numbers of people to our four offers: The SCENE, Money & You®, EnviroTabs and C.H.I. Consulting Group.

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 business model explains exactly how we reach and serve our two target market segments (entrepreneurs and home based business owners and aspirants) with our four products and services offers. Each part of the model is like a puzzle piece that, when connected to the other pieces, forms a complete picture. Following are the key pieces of our model.

Key Partners

Our model is dependant on two levels of partners: product and services partners and affiliate partners. Products and services partners constitute our primary joint venture relationships. We act as a major marketing and distribution channel for their products and services. Our current products and services partners are Excellerated Business Schools (Money & You®) and Greenfoot Global (EnviroTabs).

Their products provide major benefits to our SCENE Members, by giving them valuable affiliate marketing opportunities.

Affiliate partners act as a primary sales force for the Company. We incentivize affiliates with generous commission programs to help market our various products and services. A major role of affiliates is to share about the benefits of The SCENE and Money & You® to enroll others into our networks and programs. One special group of affiliate partners are our SCENE Members. Another group of affiliate partners are our professional coaching, training and mentoring professionals. Their programs provide valuable resources to SCENE Members and also provide us with excellent programs to use as external marketing tools. CompassionHappens Ambassadors are a special group of affiliates. Ambassadors are a dedicated group of people who have paid to enjoy special privileges and opportunities. They act as our special external sales force and are entitled to discounts, premiums and other incentives.

The Company is always exploring additional opportunities to ally with products and services partners. A major aspect of our business activity involves a continuous effort to recruit new affiliate partners.

Key Activities As a multifaceted business CompassionHappens engages in many mission-critical activities. However, there are three primary activities that most prominently impact our business model at this time: content development, affiliate recruitment and infrastructure development.





Content development is vitally important for us at this time. We must continue to develop, promote and produce outstanding material in order to provide a best-of-breed experience for SCENE Members, affiliates and prospects. We boast a world-class team of content developers, including e-learning developers, marketing and social media experts and public speakers. We intend to continue to develop outstanding content in order to make The SCENE a premier destination, to make our marketing and branding world-class and to provide outstanding collateral materials for all of our various affiliates.

We are now merging our successful MasterUAcademy into The SCENE. Henceforth this Internet portal will be known as The SCENE Academy (TSA). TSA is an integral part of our content development plan. At the same time it acts as a powerful affiliate marketing tool. The TSA site supports authors, educators and trainers by providing them with the infrastructure to produce a 60-minute tele-class or webcast to promote their work. At the end of each class, speakers have the opportunity to sell their books and services. TSA is free to the speakers, and they keep 100% of any sales made. In exchange for this opportunity, speakers agree to send out information about The SCENE Membership and offerings to their contact list via email. Prominent speakers are thus helping us strengthen the value proposition of The SCENE by bringing their content and mailing lists to us. More than 40 joint ventures have been formed with prominent speakers under this model.

As discussed directly above, TSA is a major part of our affiliate recruitment strategy. We can use TSA to attract new members to The SCENE, new students to Money & You®, new affiliates for EnviroTabs businesses and even new clients to C.H.I. Consulting Group. However, each of those business units has also been structured with powerful affiliate marketing capabilities. At Money & You® events we promote The SCENE, the EnviroTabs business opportunity and/or C.H.I. Consulting Group. Within The SCENE we promote Money & You®, the EnviroTabs business opportunity and C.H.I. Consulting Group. Affiliates who buy an EnviroTabs business receive periodic information and offers to join The SCENE, attend Money & You® or receive discounted services from C.H.I. Consulting Group. Clients of C.H.I. Consulting Group are periodically introduced to The SCENE, the EnviroTabs business opportunity and Money & You®. We plan to continue to build the internal relationships between our business units to continually bring new affiliates, Members and customers into CompassionHappens. At the same time we will continue to seek new external relationships that can add value to the existing matrix of opportunities, benefits, products and services we offer.

We must continue to expand and enhance our infrastructure in order to maximize the value of our matrix of business units and their various opportunities, benefits, products and services. Much of this infrastructure is related to Internet site development, including both server-side and user-side systems, tools and sites. The Company owns proprietary tools and sites, such as the Instant Impact Generator and our proprietary website creator. Nevertheless, we must also build infrastructure using commercial software and website development tools, including e-commerce systems, in order to maximize the value and efficiency of our business. A significant portion of the capital we are now raising will be allocated to this mission-critical set of objectives.

Key Resources

Our most important resources are the people who comprise our Senior Management, Board, Advisory, Founding Members and Ambassadors. Their talent and experience are outpaced only by their dedication to the Company and their commitment to our mission. We have attracted a tremendous group of people to date and continue to meet and, at times, work closely with additional people of the highest caliber. We must retain the outstanding people who are currently involved with the Company, while constantly seeking to bring new talented and committed people into the business.

Our websites and other Internet-based resources are vitally important to the Company. These tools, sites and systems allow us to continue to build the resources and community-space for The SCENE and to bring together large groups of geographically dispersed people to enjoy our programs, events, trainings and business opportunities. We must continue to build new sites and networks and strengthen existing infrastructure if we are to manage growing and diverse networks of customers, affiliates, Members, clients and partners.

Relationships with joint venture and affiliate partners who work with us, but are not intimately involved in our Company are also of high importance to our success. The products and services we offer are, in many cases, dependent upon agreements we have with our partners. We must constantly seek to deepen these relationships, add value and create win-win scenarios for all partners in order to maintain good relationships.

While we mention this group last, our Founding Members, Ambassadors and SCENE Members are our most cherished resource. These dedicated people make up our most prominent market channel, as they spread the word about our many programs, opportunities, memberships, business opportunities and networks. Me must continue to honor these important people who have done so much to enable CompassionHappens to grow and expand in the world.

Value Propositions The Company has defined specific value propositions related to each of its four primary products and services.

Each of these is intimately tied to the marketing, branding and promotion of its associated product or service.

The four unique value propositions are:

 For The SCENE: The world’s first social network designed specifically for socially conscious entrepreneurs and home-based business owners  For Money & You®: The only personal improvement education directly focused on the needs and challenges of socially conscious entrepreneurs  For EnviroTabs: The world’s best ―double green‖ opportunity—for those who want to clean up while they help clean up the environment  For C.H.I. Consulting Group: World-Class business services delivered at prices any business can afford

Channels

The Company is rapidly expanding its internal marketing channels. The SCENE, EnviroTabs and Money & You® provide the Company with affinity-based marketing channels through members and graduates. C.H.I.

Consulting provides the Company with referral-based marketing opportunities through the clients it serves. We utilize websites, blogs, e-mail and live events as our major marketing channels. These include pages on Facebook, several websites at www.meetup.com, several affiliate marketing landing page websites and our own network of content-based sites www.compassionhappens.com and www.CHIConsultingGroup.com.

We enjoy excellent external marketing channels through our joint venture partners. In total, our joint venture partner networks account for approximately 1 million e-mail addresses. Joint venture partners also crosspromote our programs and offerings through their affiliated networks. We estimate this second tier channel group accounts for perhaps another 5 million e-mail addresses.

Customer Segments

As discussed throughout this Plan, we focus on two major niches within the large entrepreneurial oriented business marketplace: socially conscious entrepreneurs and home-based business owners. We serve two primary segments in each of these niches. In the socially conscious entrepreneurs niche we serve people who have not yet actually started businesses but are in the process of doing so and companies that have already formed. Within the home-based business niche we serve people who have not yet started a home-based business and people who are experienced in this industry but are seeking a new business opportunity.

Cost Structure

The Company incurs general and administrative costs and costs from activities related to each of its four primary products and services categories. General and administrative costs include money we pay for office space and services, fees paid to contractors, limited salaries and benefits, and contributions to Founding Members. We strive to limit general and administrative costs to about 8% of revenues.

We incur sales commission costs related to The SCENE, Money & You®, EnviroTabs and occasionally C.H.I.



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