What is a Direct Public Offering on the Green Stock Exchange (GREENSX)?
Why a DPO on the Green Stock Exchange (GREENSX), and not an Underwriter?
How do I market my DPO on the Green Stock Exchange (GREENSX)?
How Does Subscription Ordering on the Green Stock Exchange (GREENSX) Work?
About the Green Stock Exchange (GREENSX) Secondary Market
What is the Preliminary Step?
What are the types of DPO's?
What are Accredited Investors?

What is a Direct Public Offering (DPO) on the Green Stock Exchange (GREENSX)?
On the Green Stock Exchange (GREENSX), a Direct Public Offering is designed to allow small eco-friendly, socially responsible and sustainable businesses to raise equity capital in a relatively easy and low cost fashion, while at the same time offering investors the opportunity to invest at early stages. DPO's can sell it's stock directly to the public over the Internet on the Green Stock Exchange (GREENSX), without the filing registration and reporting requirements of IPO's. DPO offerings range from up to $1 million, to $25 million. Each offering has different requirements, restrictions and limitations.      

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Why a DPO on the Green Stock Exchange (GREENSX) and not an Underwriter?
Many underwriters, venture capitalists and private investors are not always accessible to small eco-friendly, socially responsible and sustainable businesses that want to "go public". The problem is also difficult matching green investors with green companies. We intend to united the worldwide green movement, as well as making it easier to drive more investments in green companies.

Until 1995, small companies rarely considered going public because of the cost and complexity in doing an IPO. Two things changed the "going public" landscape; the SEC's decision to allow electronic transfer of a company's prospectus, and that certain DPO's allow companies to actively advertise and promote the sale of their stock. These two things make the Internet the perfect tool for offering stock to the public. The Green Stock Exchange (GREENSX) is set-up to make it easier to facilitate DPO and to trade such shares on secondary markets.

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How Do I Market My DPO on the Green Stock Exchange (GREENSX)?
Marketing stock on the Internet is the primary function of the Internet DPO. It's done with banner advertising, on-line public relations, electronic press releases, and high relevance web site engineering for the Internet search engines. The Internet is also used in conjunction with creative yet conventional marketing techniques such as "tomb stone" offering included within product packaging to the DPO natural affinity group. An affinity group could be customers or potential customers of a prospective DPO.

Since the Green Stock Exchange (GREENSX) is fully integrated with our grass roots green social network (like MYSPACE.COM & FACEBOOK.COM), called E=MC² Creative Friends Network, we can announce the DPO to millions of potential investors in our newsletters and online magazines, however without actually promoting the stock.

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How Does Subscription Ordering on the Green Stock Exchange (GREENSX) Work?
The economic savings of the using the Green Stock Exchange (GREENSX) to make an DPO over the Internet are staggering. Prospectuses can be reviewed online and printed out through a web browser as well as on-line subscription ordering, thus allowing an inexpensive alternative to conventionally printed and mailed Offering Circulars which can increase offering costs dramatically.

On the Green Stock Exchange (GREENSX), the potential subscriber can review an electronic Offering Circular then complete an on-line subscription agreement with real-time credit card and PAYPAL processing.

Furthermore, for telephone orders prospective subscriber could be directed by phone to the Green Stock Exchange (GREENSX) website whereby the subscriber could then be instructed to enter purchasing information into a web form.

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About the Green Stock Exchange (GREENSX) Secondary Market
One of the biggest problems with DPO's is the lack of a secondary market to trade these securities; the Green Stock Exchange (GREENSX) solves this problem, since the stocks can be traded on the exchange thirty (30) days after the completion of the DPO.

Green Stock Exchange (GREENSX) makes DPO companies stock more liquid, thus more attractive to the investors for small eco-friendly, socially responsible and sustainable businesses. The creation of the Green Stock Exchange (GREENSX) will helps fight climate change, save the environment, bring more natural and organic foods to market, encourage more alternative medicines, and help humanity to make the world a better place.

Just like a Initial Public Offerings which are underwritten by Investment Bankers, making a DPO via the Green Stock Exchange (GREENSX) allows the stock to be traded on the Green Stock Exchange (GREENSX) just like on any other exchange, whereby the stock can be bought or sold.

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What is the Preliminary Step for a DPO on the Green Stock Exchange (GREENSX)?

If you are thinking about listing on Green Stock Exchange (GREENSX), please follow the steps below:

1. Ensure your company meets the social and environmental guidelines of the exchange.

2. Prepare your internal and external advisory team (management, directors, investment dealer, legal counsel, auditor, IR professional).

3. Prepare and file your Green Stock Exchange (GREENSX) Listing Application and Offering Circular (also called prospectus), with supporting documentation.

4. File a Offering Circular, exemptions and necessary documents with securities commission and other provincial/state jurisdictions where securities will be sold, under SEC exempted Regulation A, SB-1 and SB-2 share public offering, under the United States Securities Act of 1933.

5. Green Stock Exchange (GREENSX) will review your application for listing approval. If everything is OK, you can start selling shares.

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What are the Types of Direct Public Offerings?

• SCOR offerings (available in 45 states) allow a small company to raise up to $1 million over a one-year period, with a minimum stock price of $5 per share. The company has the option of selling stock directly to the public or using an underwriter. A SCOR places no limits on the number of purchasers or conditions on who the purchasers are.  Since SCOR is meant to be cheaper and simpler, information must be supplied to investors as well as the government by completing an answer type form, Form U7 instead of filing SEC forms. Companies are allowed to freely market their securities, (most states also require offerings over $500,000 to submit audited financial statements). Some states may also restrict some companies from selling the securities to certain people, (determined by income level). Resale of SCOR securities is permitted, although most of these offerings are illiquid. When your company is preparing to offer a SCOR, it is possible to do most of the work yourself. You will of course, need the counseling of a lawyer and an accountant. A firm to help prepare your DPO is not necessary, although it will make it easier on you, and may help expedite the process. Let a member of our Vendor Network help.  
  
  
• SB-1 offerings is the Federal form for offerings and sales of securities in which the maximum offering is $10 million dollars. The offering is available to DPO candidates that have no more than $25 million in sales or $25 million in publicly held stock. The type of disclosure required is the Model A, Form U-7 or Model B under Regulation A. The offering is an SEC registration and involves a detailed Prospectus. Blue Sky State filings are required within any state stock subscriptions are sold. The SB-1 filing requires audited financials, the last fiscal year's balance sheet and the last 2 fiscal year's income statements plus unaudited interim financials.
  
  
• SB-2 offerings are used to raise an unlimited amount of money. Unlike a SCOR, requires a prospectus and must follow GAAP when preparing financial statements. The SB-2 was designed to allow companies to raise capital inexpensively and quickly. The offering is available to DPO candidates that have no more than $25 million in sales. The SEC review is conducted centrally in Washington and must be filed electronically through EDGAR 3. The offering is considered a full-blown registration and involves a detailed Prospectus. Blue Sky State filings are required within any state in which stock subscriptions are sold. The SB-2 filing requires audited financials, the last fiscal year's balance sheet and the last 2 fiscal year's income statements plus unaudited interim financials.
  
  
• REGULATION A offering is the Federal version of a SCOR offering. Reg A limits offerings to $5 million in a 12 month period, with no minimum share price. A company may also make a secondary offering within that 12 month period, but that amount is included in the $5 million total. Companies must still disclose relevant information in an Offering Circular, which is essentially a prospectus. Regulation A offerings are exempt from filing provisions of the Securities and Green Stock Exchange (GREENSX) Act of 1933, but companies must still comply with the anti-fraud and personal liability statutes. Unlike SCOR offerings, Reg A financial statements do not need to be audited. It is important to understand though, that although Reg A makes your company exempt from many Federal laws, you are NOT exempt from state laws. There are no Federal restrictions on the type of investors that may participate in Reg A offerings, but many states do impose restrictions. These restrictions include selling the offering stock to accredited investor who meet certain income or net worth levels. Almost all states require registration under Blue-Sky laws. Regulation A also allows active marketing of the securities.
  
  
• REGULATION D (504 & 505) offerings are not much different from a Regulation A offering except Reg D's are limited to $1 million in a 12 month period. There is no limit to the number of people who purchase the securities and active marketing of the securities is allowed. Reg D 505 Offerings raises the offering limit to $5 million. However, most companies opt for a Regulation A offering since Reg D limits the number of unaccredited investors to 35. Sales to accredited investors is unlimited.  
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What are Accredited Investors?
Certain offerings are restricted to accredited investors, or limit the number of unaccredited investors that may participate. An "Accredited Investor" is:

• A bank, insurance company, registered investment broker, business development company, or small business investment company
• An  ERISA employee benefit plan. If a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million
• A charitable organization, corporation or partnership with assets exceeding $5 million
• A director, executive officer, or general partner of the company selling the securities
• A business in which all the equity owners are accredited investors
• A natural person with a net worth of at least $1 million
• A person with income more than $200,000 in each of the last two years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year
• A trust with assets of at least $5 million not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person

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