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Hermia Nelson, Co-Founder and Executive Coach Hermia is a successful entrepreneur and executive coach. Hermia created a million dollar direct sales business in 18 months at age 19 as the top sales and trainer of Rena Ware Distributors Pte Ltd. in Hong Kong. She started her first real estate investment in the age of 20 in Hong Kong. Upon leaving HK for New York City at the height of her career, Hermia was a Personal Financial Consultant with Standard Chartered Bank in 1989.

She started a real-estate development company, specializing in historic brownstone restoration in Harlem, NYC. She is also a certified Passion Test facilitator as part of her coaching practice. She has dedicated many years to humanitarian work and has been a board member of the Chelsea Piers Scholarship Fund for 8 years. Hermia is also an executive producer of the inspirational feature film "Indelible." She holds a BA in Economics from Columbia University and an MBA in Management from Fordham Business School.

Donna Freher-Lyons, Director of Business & Community Development Donna Freher-Lyons has more than 20 years expertise in business administration and conference management; in both corporate and non-profit cultures. Managing an 850member scientific educational association, she directed administrative and operational activities, overseeing all logistical and sponsorship details for conferences featuring over 100 speakers and 1000 attendees. Additionally, she developed and conducted educational seminars, directed the training of staff, and provided oversight and guidance in areas directly related to growing a business; such as advertising, newsletters, and membership campaigns and media relations. As assistant to Dr. Jean Houston, one of the principle founders of the human potentials movement, Donna assisted in the creation and development of workshops of cross-cultural, mythic and spiritual studies. Her present work is additionally supported by her graduate studies in spiritual psychology at USM, as well as her interest in business ethics, corporate social responsibility, and visionary entrepreneurship. A long-held desire to utilize perennial wisdom and universal success principles to facilitate personal and professional growth in individuals, companies, and the broader community, continues to propel her forward.

Sylva Dvorak, MS, PhD, Director of Product Development & Cause Marketing Sylva Dvorak's expertise is in social and cause-related marketing. She holds undergraduate and graduate degrees from the University of Michigan, is a Certified Health Education Specialist and holds a PhD in Psychoneurology and Integrative Health. Sylva has had numerous Fortune 100-500 clients including: Bristol-Myers Squibb, Unocal, Arco, Deloitte & Touche, Pfizer, Blue Cross, Blue Shield, Prudential, Herbalife, Amway, and causemotivated clients such as Spirituality for Kids, DKT do Brasil, and One World Projects.

Currently, her business clients are organizations that are dedicated to humanitarian efforts and she has a private practice based in Pacific Palisades, California and Hawaii. She has published numerous articles, contributed chapters to books and is completing her first solo authored book. Sylva has dedicated her life to spiritual pursuits, has spent 20 years studying health, healing and the inner workings of the mind. Sylva is originally from the Czech Republic; her passion is to help others find their personal freedom, which forms the foundation of all her work.

Ed Rholl, Managing Director of C.H.I. Consulting Group A former practicing attorney, investment banker, entrepreneur and educator, Ed Rholl has worked with early-stage companies in more than fifteen industries to achieve formation, growth, funding and expansion. From his work with hundreds of people for nearly two decades, Ed has learned to identify the barriers entrepreneurs face--internally and externally--and how to overcome those barriers in order to turn a powerful vision into a profitable company. As Executive Director of the Internet Bar Organization, Ed was responsible for forming and structuring programs related to human rights and economic development opportunities for people on several continents. He was also a key founding strategist for the I AM Magic Foundation and Intelliversity. Driven by a strong passion for education and coaching, Ed was Director of Business Development for INET Legal Network and founder of Transformative Law. In these positions, Ed developed some of the first live Internet-based continuing education programs for the legal profession. Ed is a graduate of the University of Wisconsin (B.A.), Marquette Law school (J.D.) and Georgetown University Law School (LL.M. International Law).

Consultants & Advisors Jeff Klein, Business Consultant, Working For Good As CEO + Activator for Working for Good, LLC, Jeff is the lead producer and process facilitator of the company's Cause Alliance Marketing campaigns, based on the model he developed over the last decade working with organizations including the Esalen Institute, the National Geographic Society, GlobalGiving,, Peace Cereal, O.N.E. Natural Experience (Coconut Water), Healthy Child, Healthy World, among others. Jeff and his Working for Good team have recently produced the 2010 Catalyzing Conscious Capitalism Summit for the Conscious Capitalism Alliance, and is consulting to the Natural Enlightenment Institute, Generocity/Haiti Onward, Trust Across America, and CompassionHappens, among others. An enthusiastic practitioner of conscious leadership and conscious business, from 2005 – 2009 Jeff served as Executive Director & Chief Activation Officer for FLOW, an organization dedicated to liberating the entrepreneurial spirit for good, co-founded by John Mackey, cofounder and CEO of Whole Foods Market. Through FLOW Jeff developed programs around Conscious Capitalism, Accelerating Women Entrepreneurs and Peace Through Commerce. He is a founding director of Conscious Capitalism, Inc., the new name for FLOW and new home of the Conscious Capitalism movement.

Jeff was one of the visionaries and driving forces behind Private Music record company sold to BMG in 1996, the career of Yanni, the Spinning fitness program, Seeds of Change organic seed company, and Chi Running.

Jeff wrote his new book, Working for Good: Making a Difference While Making a Living, to support conscious entrepreneurs, intrapreneurs, leaders, and change agents at work. Fondly known as Spiderman, Jeff enjoys dancing, running, Yoga, martial arts, body surfing, and moving in general, and is recognized for moving fast and for activating movement.

Julie Levin, Business Consultant – Planning & Operations Julie Levin began her career as a temporary secretary in Houston, TX, working for a local land surveying company "while looking for a real job". 25 years later, as a co-owner and President/COO of the Boston-area branch of that same company, she and her partner sold the business to a major title insurance company and Julie ―retired from that industry. At the time of the sale, the business had peaked with 2 active companies (local and national) under her direct management control, with over 75 employees and subcontractors working together to achieve over $8mill annual gross revenues. With the experience of starting and growing an operational business from inception to a thriving, profitable and debt-free enterprise, Julie has turned her attention to consulting and mentoring emerging women entrepreneurs, as they work on manifesting their small business dreams.

Joseph N. Casas, General Counsel A business owner himself, Joseph is "the entrepreneur's lawyer." He regularly advises business owners on a wide variety of topics including corporate structuring and organization, corporate transactions, strategic alliances, and protection of business ownership. His wide-ranging trial experience includes the defense and prosecution of complex matters including business and commercial torts, personal injury, contractual disputes, fraud, and securities claims. Prior to starting Casas Law Group, Joseph was a litigation attorney for the national firm of McKenna, Long & Aldridge LLP where he defended various Fortune 500 companies in complex matters including wage and hour class action employment litigation and securities litigation. Joseph has also taught courses on Evidence and Trial Advocacy as an Adjunct Professor at Thomas Jefferson School of Law.

Casas was recently selected as one of San Diego Metropolitan's eighth annual "40 Under 40" exceptional young business and civic leaders.

Capitalization & Recent Accomplishments During its first year of operations the Company raised approximately $250,000 through direct investment by founders and through the Founding Members and Ambassadors Programs described elsewhere in this Plan.

Using the available funds the Company accomplished the following objectives in 2009-2010:

 Retained a professional staff of employees, contractors and advisors  Developed websites for the CompassionHappens, The SCENE and C.H.I. Consulting  Developed marketing and sales plans  Secured office space  Begun initial development of all of our various affiliate compensation plans  Sourced, reviewed and independently tested the EnviroTabs product  Developed business plans, financial plans and corporate policies and procedures

During 2010-2011, with only a modest amount of additional funding, we accomplished the following:

 Secured partnership agreements with Excellerated Business Schools™ and Greenfoot Global™  Executed on our first two Money & You® programs generating $75,000  Completed assembly of our Greenfoot Global™ binary, now generating $30,000 a week  Sold several Founding Member packages generating more than $100,000  Completed launch of MasterUAcademy teleclass website (now The SCENE Academy)  Produced more than 40 teleclasses with prominent speakers and authors in Q4 of 2010  Completed 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, with seamless integration between our various websites, landing pages, social media platforms and events  Increase SCENE membership to 5,000 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 $7,500  5 to 10% ownership in Greenfoot Global LLC –projected to be a $300m company in the next 3-5 years

Financial Summary

The following information is informational only and, unless otherwise indicated, is not based on actual historical data of the Company. Readers should not rely on the accuracy of the data or the basis for the projections as an actual projection of results. The following information was developed by the Company based on its best assessment of future costs and revenue potential and was not developed by professional accountants.

No financial audits have been done on the Company’s historical financial data or on the data in the following materials, including the projections in the appendices.

We project the following revenue, cost of revenue, expense and profit totals over the next three years:

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