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>>> Direct Public Offering (DPO) Memorandum
Company Name: E=MC² Company Inc.
Company Type: Canadian Federally Incorporated Corporation (corporation number: 679308-8)
Offering Amount: US $ 5,000, 000
Maximum Shares Offered: 2,500,000
Minimum Shares Offered: 12,500
Share Class: CLASS A CONVERTIBLE PREFERRED STOCK
Price per Share: US $2.00
Minimum Purchase: 10 shares (US $20.00)
Shares Tradable on Secondary Markets: Yes (on the new Green Stock Exchange)
Stock Exchange: Green Stock Exchange
Stock Symbol: EMC2
Annual Return: The Shares have an annual rate of return of nine (9%) for the first twelve months and 7% thereafter until maturity, simple interest, paid annually, with a maturity date of sixty (60) months from the Commencement Date of each Share. The Shares offered pursuant to this EMC2 Offering Circular will be unsecured.
Company's Business: The E=MC² Company is a social business on a mission to change the world for the better. A "social business" is a mission driven enterprise that makes money, while benefiting society. We want to create a greener lifestyle that is more earth friendly, people friendly, and health friendly.
Our Market ?: We are part of a $546 billion worldwide green movement loosely named LOHAS (“Lifestyles of Health and Sustainability”). LOHAS represents a paradigm shift is occurring in society values - a new breed of consumers has arrived that speaks to living in a manner that is healthier, and more economically, environmentally and spiritually sustainable than now prevails. 50 million people (23%) of the U.S. adult population are “classified as a LOHAS consumers. The LOHAS market includes organic and natural foods, hybrid cars, clean technology, alternative fuels, natural vitamin and herbs, yoga, fair trade goods, socially responsible investments and “green stocks”, alternative healthcare, green building supplies, personal development media, fitness products, eco-tourism and more.
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Business Model: We operate an online grassroots Web 3.0 HUB to unite the growing worldwide LOHAS green movement.
We differentiate ourselves by using a unique business model to build a life-long and on-going relationship with millions of members and organizations through our Green Social Network. Millions of people will jointly-participate in the creation of a greener lifestyle that is more earth friendly, people friendly, and health friendly.
Our online Web 3.0 HUB includes the Green Stock Exchange (GREENSX), which is fully integrated with our e-commerce enabled Green Social Network. This tight integration forms the foundation for offering products and services to millions of members on a life-long and on-going basis. Our Green Media includes a “Green Ad Delivery System”, which allows marketers to reach the growing worldwide green movement.
As for the Community Driven Brands concept, it makes social networks into a two-way bridge, by using the power of millions of members from our Green Social Network to jointly create, design, market and promote our green products. A portion of the revenue is shared with creators contributing the best ideas.
We also recruit and maintain millions of members via our events, campaigns and projects, such as the EARTHSHIP Summit, Make Hunger History, Worldwide Campaign to Ban Plastic Bags, the World Peace Garden, Save Our Planet Project, Talent Search…etc.
Company's Products: As part of our grassroots Web 3.0 HUB to unite the worldwide green movement, we offer the following fully integrated products and services:
1. Green Stock Exchange (GREENSX)
This is North America’s first ethical stock exchange. The GREENSX provides opportunities for small green Issuers to access public equity capital efficiently, while providing early stage investors, angel investors, and venture capitalists with greater liquidity.
We are dedicated to trading shares for small eco-friendly, socially responsible and sustainable businesses. We also trade carbon credits, as well as provide Green Business Certification (certify companies are green or carbon neutral).
The GREENSX offers the following competitive advantages, as part of our Web 3.0 HUB:
• Makes ethical investments a no brainer;
• Quicker exits for angel investors and venture capitalists;
• Makes public offerings easier & faster (99% of businesses never get public funding);
• Integrated with our Green Social Network; millions of members can participate in green investing;
• The eBAY styled carbon trading is easy to use;
• Brings 1 million US charities & foundations into the equation ($1.76-Trillion in assets);
2. Green Social Network
Our online grassroots Green Social Network is called the E=MC2 Creative Friends Network. Our social network is similar to FACEBOOK, except it is enhanced with e-commerce capabilities and serves to unite the worldwide green movement. It is the ideal meeting place for those who are passionate about the environment, the planet, social issues, health, about human rights, relationships, fair trade, sustainable practices, peace, spiritual and personal development.
As part of our Web 3.0 HUB, we are a purpose driven social network, that not only helps create a greener lifestyle, but we also help each another fulfill our dreams, hopes, and full potential, a universal desire in each of us. Whether is it organizing an art exhibition, becoming a rock star, to start your own business, to save our planet, to build their careers, to sell their original creations, friends help make your dreams come true …. Other fully integrated services and products include:
• Green Rewards: reward people for purchasing green products in supermarkets & stores;
• Green Ad Delivery System: serve ads to the green movement, like GOOGLE ADSENSE;
• Community Driven Brands: millions of members collaborate to develop greener products;
• Purpose Driven Living: recruit and maintain millions of members via our events, campaigns and projects, such as the EARTHSHIP Summit, Make Hunger History, Worldwide Campaign to Ban Plastic Bags, the World Peace Garden, Save Our Planet Project, Talent Search…etc.;
Our Green Social Network offers the following competitive advantages, as part of our Web 3.0 HUB:
• Strongly purpose driven and caters to the worldwide green movement;
• Is fully integrated with the Green Stock Exchange;
• Is e-commerce enabled (vs. FACEBOOK just for fun);
• Can be integrated with FACEBOOK & MYSPACE via widgets;
• Allows millions of members to collaborate & to develop greener products;
• Help each another fulfill our dreams, hopes, and full potential;
• Is not dependent on ads as sole source of revenue;
• Allows members to earn extra money & rewards;
The Mission:
We are social business, empowering the green revolution. The company's mission is make the world a better place, as well as to promote health, sustainability, creativity and charity. We want to create a greener lifestyle that is more earth friendly, people friendly, and health friendly.
- Health
Whenever possible, we will use natural and organic ingredients to help people become happier, healthier, and to live longer.
- Sustainability
We will be as much as possible earth friendly and take good care to protect the environment in production, packaging and transportation of products and throughout our business. We will educate and provide solutions to the public/suppliers about protecting the environment, fair trade and sustainability practices.
- Creativity
Using our online grass-roots green social network, we will empower people to reach their full potential, by giving people the opportunity to express their creativity, to share their ideas for sustainable living, to exchange concerned about health and social issues, to jointly-develop natural and organic foods, to encourage fitness and healthy living. By engaging the members in a lifelong participatory relationship, we will bring a healthy return for investors, while benefiting society.
In addition, we will provide our employees (which we call "green educators") with a happy, creative, fun and rewarding working environment.
- Charity
We believe in the interconnectedness of global economies, cultures, environments, and political systems, as well as the interconnectedness of mind, body, and spirit within individuals in order to achieve full human potential. We will work with celebrities, retailers, and influential people to help Make Hunger History (MakeHungerHistory.com) and to make it easier for people to support charities via our Green Charity website.
We Have a Long Term Focus: The Company needs time to grow. We are now just planting the seeds, so that the Company can take root and grow into a strong tree, that can bear delicious and plentiful fruits, like an apple tree. We therefore request that our shareholders take a long term view of the Company.
We do not plan to fall prey and sacrifice long term opportunities to meet quarterly market expectations. We have a long term focus, that is 5 years ahead, which we believe is the best way to bring the best returns for investors and stakeholders. This long term focus will allow the company to grow strong and to bear many fruits before harvesting.
We intend to make business decisions with the long term welfare of our company, our shareholders, and our stakeholders in mind; decisions will not based on quarterly accounting considerations. |
Subscription Agreement: Each investor will be required to enter into a Subscription Agreement in the form attached as Exhibit B to the memorandum or if purchasing online, you agree to the E=MC² Terms of Service..
Offering Period: This offering will commence on September 1, 2008, and will terminate no later than December 31, 2009, unless extended by the Company (see "TERMS OF THE OFFERING") or while supplies of stock last. We reserve the right to terminate the Offering at any time. We will not provide any notice that we have extended the offering.
Use of Proceeds: The net proceeds of this offering will be used to expand our marketing, sales, production, development and distribution capabilities; purchase or lease moulds for making beverage bottles, labeling supplies, and leasing of computers for the hosting of the social network, electronic ordering and sale of our products and services; implement our ordering system; provide funding for strategic acquisitions; and provide working capital. We believe that the net proceeds will be sufficient to fund our operations for approximately 12 to 18 months in the event of the Maximum offering. (see "USE OF PROCEEDS").
Transferability: The Shares sold in this offering is based on the exemption from such registration as set forth in §4(2), Regulation A and Rule 254 of the Securities Act of 1933, as amended, making the shares not "restricted," meaning they are freely tradable in the secondary market after the offering, such as immediately tradable on the Green Stock Exchange (greensx.com), after the completion of the Maximum Offering.
Converting: The Shares will be convertible into Class B Common Stock on a one-for-one basis, subject to adjustments to reflect any stock splits, stock dividends, and recapitalizations (the "Conversion Ratio"). It will be convertible 12 months after the completion of the Maximum Offering and convertibility will expire 5 years after the completion of the Maximum Offering.
Dividends: The Shares have an annual rate of return of nine (9%) for the first twelve months and 7% thereafter until maturity, simple interest, paid annually, with a maturity date of sixty (60) months from the Commencement Date of each Share.
Liquidation: Unless previously converted, the Shares will be redeemable at our option at a price equal to the Liquidation Preference, and at the option of the holders at a price equal to the Liquidation Preference plus 4% per annum, commencing four and ten years, respectively, after the completion of this offering.
Voting Rights: No (except after conversion to Class B Common Shares)
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