SOLARQUEST, L 3 · 2015-03-31 · PART 1: BUSINESS PLAN | CONFIDENTIAL SolarQuest L3C, Business Plan, Part 1 | FN: 001_01_SQ_L3C_26_MAR_2015_VSBOE_P1 Page 2 of 58 SOLARQUEST, L3C

PART 1: BUSINESS PLAN | CONFIDENTIAL

SolarQuest L3C, Business Plan, Part 1 | FN: 001_01_SQ_L3C_26_MAR_2015_VSBOE_P1 Page 1 of 58

S O L A R Q U E S T , L 3 C A Vermont Low-Profit Limited Liability Company (L3C)

EXCLUSIVE RESELLER

Image: iGlobe® iPad Controller App

I GL OB E ® D I GI T AL V I DE O GL OB E (DVG)

I N S T R U C T I O N A L T E C H N O L O G Y S O F T W A R E

BUSINESS PLAN

M A R C H , 2 0 1 5

Prepared by:

Allan E. Baer, President & Managing Member

39 Beacon Hill, Chelsea, Vermont 05038

[email protected] | 802.279.9750

Notice: This Business Plan is confidential and contains proprietary information of SolarQuest L3C (herein the “Company”). Neither this

Business Plan nor any of the information contained in this Business Plan, including any and all other documents pertaining to the proposed

business activities described herein, may be reproduced or disclosed to any other parties in any form, including electronic transmission,

without express written permission of the Company.



S O L A R Q U E S T , L 3 C A Vermont Low-Profit Limited Liability Company (L3C)

(HEREIN, “THE COMPANY”)

DISCLOSURE STATEMENTS

SOLARQUEST L3C IS A VERMONT-BASED LOW-PROFIT LIMITED LIABILITY COMPANY (L3C) ORGANIZED IN

COMPLIANCE STATE OF VERMONT CORPORATE LAW (11 V.S.A. CH.21 GENERALLY, AND 11 V.S.A. § 3001(27),

SPECIFICALLY, TO FURTHER THE ACCOMPLISHMENT OF ONE OR MORE CHARITABLE OR EDUCATIONAL

PURPOSES WITHIN THE MEANING OF SECTION 170(C)(2)(B) OF THE INTERNAL REVENUE CODE OF 1986, 26 U.S.C. §

170(C)(2)(B). THE COMPANY IS OFFERING SECURITIES UNDER THE STATE OF VERMONT SMALL BUSINESS

OFFERING EXEMPTION (VSBOE), VERMONT DEPARTMENT OF FINANCIAL REGULATION RULE NO. S-2014-1.

INVESTMENT IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS AND IS SUITABLE ONLY FOR PERSONS WHO

HAVE NO NEED FOR IMMEDIATE LIQUIDITY IN THEIR INVESTMENT AND WHO CAN BEAR THE ECONOMIC RISK

OF A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS SHOULD BE AWARE THAT THEY MAYBE REQUIRED TO

BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER

AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE

NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.

FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE

ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE

TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933 AND THE VERMONT

UNIFORM SECURITIES ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

THE SECURITIES REPRESENTED HEREIN AND IN THE COMPANY OPERATING AGREEMENT ARE SUBJECT TO SALE

EXCLUSIVELY TO RESIDENTS OF THE STATE OF VERMONT. A STATEMENT AND/OR CERTIFICATE OF RESIDENCY

PROVIDED BY THE ISSUER AND EXECUTED BY THE PURCHASER OF MUST OBTAINED PRIOR TO SALE OF THE

SECURITY.

THE ISSUER SHALL NOT ACCEPT MORE THAN TEN THOUSAND DOLLARS ($10,000.00) FROM ANY SINGLE

PURCHASER UNLESS THE PURCHASER IS AN ACCREDITED INVESTOR AS DEFINED BY RULE 501 OF SEC

REGULATION D, 17 C.P.R. 230.501.

PRIOR TO THE SALE OF SECURITIES TO THE PURCHASER, THE COMPANY SHALL OBTAIN CERTIFICATION FROM

EACH PROSPECTIVE INVESTOR THAT THEY HAVE READ AND UNDERSTOOD THE OFFERING DOCUMENT AND

THE RISKS ASSOCIATED WITH THIS INVESTMENT, AND THAT THE PROSPECTIVE INVESTOR IS CAPABLE OF

MAKING SUCH A DETERMINATION.

THIS OFFERING HAS NO MINIMUM RAISE AMOUNT. THE COMPANY IS A STARTUP COMPANY AND HAS NO

AUDITED FINANCIAL STATEMENTS. A DISCUSSION OF FINANCIAL CONDITION IS CONTAINED IN EXHIBIT B.

THE ISSUER, AS STATED BY IT DULY APPOINTED REPRESENTATIVE, CERTIFIES THAT REASONABLE EFFORTS TO

VERIFY THE MATERIAL ACCURACY AND COMPLETENESS OF THE INFORMATION THEREIN CONTAINED.

DULY APPOINTED REPRESENTATIVE,

ALLAN E. BAER, PRESIDENT AND MANAGING MEMBER

SOLARQUEST L3C

DATE: MARCH 26, 2015



Table of Contents

Introduction 6

Section 1. The Company 7

1.1. Business Structure & Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

1.2. Mission, Goals & Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

1.3. Funding Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Section 2. DVG Technology 8-10

2.1. What is Digital Video Globe (DVG) Technology? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

2.2. DVG Content . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.3. DVG Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Section 3. Competition & Product Pricing 11-12

3.1. Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.2. iGlobe® DVG “Flat-Screen” Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11-12

3.3. Tiered Pricing Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Section 4. Science Standards & Curriculum 13-21

4.1. Next Generation Earth & Space Science Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13-15

4.2. Middle School, Grade Levels 6-8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15-17

4.3. High School (HS), Grade Levels 9-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17-21

Section 5. DVG Research & Development 22-26

5.1. Action Research-based Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22-23

5.2. Action Research Cooperative Agreement Marketing Survey . . . . . . . . . . . . . . . . . . . . . . . . . . . 23-25

5.3. Advanced, Integrated SD Modeling and DVG Instructional Technologies. . . . . . . . . . . . . . . . 26

Section 6. Research Team & Key Company Personnel 27-32

6.1. Research Collaborative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

6.2. Key Research Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

6.3. Institutional Research Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

6.4. K-12 Field Research Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

6.5. Key Company Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

6.6. Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30-32

Section 7. U.S. Public School Market 33-34

7.1. DVG Market Projection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

7.2. K-12 Public School Spending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

7.3. All Instructional Materials (AIM) Spending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

7.4. Student Access & Cost of DVG Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

7.5. Market Behavior . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Section 8. Marketing Plan 35-37

8.1. Direct eMail Marketing & Revenue Projections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

8.2. Preliminary eMail Marketing Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

8.3. Professional Development Training & Direct Mail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

8.4. Priority Geographic Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37



Section 9. Revenue Model 38-41

9.1. Direct Sales Revenue Model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

9.2. Subsidy-based Sales Revenue Model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

9.3. Sponsorships, Charitable Grants, Competitive Research Grant Awards. . . . . . . . . . . . . . . . . 39

9.4. iglobe.today™ Subscription Sales and Commercial Advertising . . . . . . . . . . . . . . . . . . . . . . . . 39-41

Section 10. Preliminary Pro Forma 42-45

10.1. Abstract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

10.2. Year-1 Monthly Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43-47

10.3. Year-2 thru Year-6 Revenue & Expense - Projections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46-48

Section 11. Risks, Risk Management, Disclosures & Opportunities 49-52

11.1. Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

11.2. Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40-50

11.3. Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51-52

Section 12. Opportunities 53-55

12.1. National Ocean Sciences Competition for High School Students . . . . . . . . . . . . . . . . . . . . . . . 53-54

12.2. Green Earth Corps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54-55

Section 13. The Offer 56-57

13.1 Member Classification(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

13.2 General Terms of the Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56-57

13.3 Classification, Number and Price of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

13.4 Minimum Investment / Unaccredited Investor Limit / Special Conditions . . . . . . . . . . . . . . . 57

List of Tables

Table 1. Tiered Pricing Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Table 2. K-Grade-5 ESS2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Table 3. MS-ESS2: Earth Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Table 4. MS-ESS3: Earth & Human Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Table 5. HS-ESS2 – Earth Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Table 6. HS-ESS3 – Earth & Human Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Table 7. K-12 Field Research Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Table 8. K-12 School Market Segment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

Table 9. U.S. Science Teacher Universe K-12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Table 10. Top U.S. School Districts by AIM Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

Table 11. School AIM Expenditure Revenue Model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Table 12. Advertising Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Table 13. Printing, Handling & Shipping Costs per School . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Table 14. Subsidized Revenue Model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

Exhibits

Exhibit A. Business Registration

Exhibit B. Discussion of Financial Condition / Financial Risk

Exhibit C. Strategic Partnerships

Exhibit D. Reseller Agreement, iGlobe®, Inc. Patents

Exhibit E. DVG Equipment Requirements

Exhibit F. Vermont State Department of Financial Regulation

Exhibit G. Statements of Interest

Exhibit H. Risk & Risk Management



List of Acronyms

AIM All Instructional Materials T21 Threshold 21

ATDD A-Train Data Depot UNFCCC United Nations Framework Convention on Climate Change

CDM Clean Development Mechanism UNT University of North Texas

CHANGE Climate & Health Analysis for Global Education U.S.C. United States Code

CGI Clinton Global Initiative VSA Vermont Statutes

CGI-U Clinton Global Initiative - University VSBOE Vermont Small Business Offering Exemption

CIESIN Center for International Earth Science Information Network 3D 3-Dimensional

CHNS Coupled Human & Natural Systems

COP Conference of Parties

DISC Data & Information Services Center

DVG Digital Video Globe

EC Enhanced Contrast

EERDC Educational Equipment Research & Development Center

EMC Emergent Media Center

EOSDIS Earth Observing Systems Data & Information System

ESD Education for Sustainable Development

ESRL Earth Systems Research Laboratory

ESS Earth & Space Science

GES Goddard Earth Sciences

GHG Greenhouse Gas

GIS Geographic Information Systems

HD High Density

HS High School

IAGT Institute for Advance Geospatial Technology

IES Institute of Education Sciences

IIP Industrial Innovation Partnership

IT Information Technology

ITEST Innovative Technology Experiences for Students & Teachers

ITTLL Institute for the Integration of Technology into Teaching & Learning

IUSE Improving Undergraduate STEM Education

K-12 Kindergarten through Grade 12

L3C Low-Profit Limited Liability Company

MS Middle School

MIT Massachusetts Institute of Technology

NASA National Aeronautics and Space Administration

NCES National Center for Education Statistics

NGSS Next Generation Science Standards

NOAA National Oceanic and Atmospheric Administration

NRC National Research Council

NSF National Science Foundation

NSTA National Science Teacher Association

OCO-2 Orbiting Carbon Observatory - 2

PCSL Productivity-centered Service-learning

POAC Program in Oceans, Atmosphere & Climate

RFP Request for Participation

SAM Social Accounting Matrix

SD Systems Dynamic

SEDAC Socioeconomic Data Application Center

SETT Simulated Enhanced Training for Teachers

SH Shipping & Handling

SIIA Software & Information Industry Association

SITE Society for Information Technology in Teacher Education

SMA Statistical Metropolitan Area

SOS Science On a Sphere

STEM Science, Technology, Engineering and Mathematics

STTR Small Business Technology Transfer



Introduction

The Problem: STEM (Science, Technology, Engineering and Mathematics) education in U.S. public schools is in crisis. The

World Economic Forum ranks the U.S. 52nd in the quality of mathematics and science education. Recent results from the

Program for International Student Assessment (PISA) show that America's 15-year olds have slipped in international

rankings from 25th to 31st in math, and from 20th to 24th in science. SolarQuest L3C was established with the purpose to

improve the quality of STEM education with a singular focus: To enable every public school in America to have access to

Digital Video Globe (DVG) instructional technologies – at little or no cost – to support integrated STEM curriculum.

What are DVG technologies? And why should they be used in America’s public schools? A Digital Video Globe (DVG) is a

geospatial instructional technology that projects simulations of Earth Science data on a 360° globe or flat-screen display. The

experience is likened to viewing Earth from Space. It captures the interest of youth (and adults) and motivates them to

pursue STEM subjects by appealing to students’ natural inclination for spatial-based, visual learning. STEM research shows

that spatial ability (which can be assessed and improved utilizing DVG technologies) is the principal indicator for

identifying high-school students who pursue STEM careers and the main attribute among students who later achieve

advanced STEM educational and occupational credentials. Educational neuroscience research has found that geospatial

modeling (spatial organization) is an important method for transferring knowledge that has lasting implications for

neurocognitive development in young learners. These findings have far-reaching implications for how schools can design

their Earth Science programs and how teachers could structure educational experiences using DVG technologies.

Our Plan: Under a reseller agreement with iGlobe®, Inc. (Franklin, NH) and a strategic marketing partnership with The

Global Challenge Award, Inc. (a Vermont-based non-profit), SolarQuest L3C will provide iGlobe® Mini DVG Flat-screen

instructional technologies to K-12 public schools participating in the Carbon Research Collaborative (http://www.oco2.net).

The Collaborative is a Climate Action Research project sponsored by the Company and its strategic partners, including the

Program in Atmosphere, Oceans and Climate (POAC) of the Massachusetts Institute of Technology (MIT).

Our Revenue Model: Income is generated from merchant advertising sales in iglobe.today™, a public interest journal of the

Carbon Research Collaborative produced by SolarQuest L3C and distributed under a cooperative agreement between

Global Challenge and participating K-12 public schools. The Company measures its market potential, assuming direct

payment from All Instructional Materials (AIM) school budgets, at $210 million. Under the cooperative agreement subsidy

model, the Company’s 6-year enrollment goal of 1,265 schools (1.3% of our U.S. K-12 public school target market) is

projected to achieve a Pre-Tax Profit of $2.5 million per year by Year-6, and a Cash Balance of $5.3 million.

Our Need: The Company is seeking $1 million in funding in Year-1 (and an additional $1 million in Year-2) under a State of

Vermont Small Business Offering Exemption (VSBOE). The funds will be utilized to engineer the Apple iPad-based iGlobe®

DVG Mini Flat-screen with Cloud-based delivery, develop integrated STEM-based curriculum in alignment with Next

Generation Science Standards (NGSS), publish the iglobe.today™ journal and launch the Carbon Research Collaborative.

Market Response: Our preliminary marketing outreach has resulted in a potential 4.2% enrollment rate based upon school

submittals of a Statement of Interest. The Company has no competitor with an equivalent DVG technology platform. The

U.S. education market for DVG instructional technologies is virtually untapped (approximately 57 systems installed) due to

the high costs of internally projected desktop and pedestal display systems ranging in price from $17,500 to $43,000.

Allan E. Baer, Founder, President and Managing Member

The Company’s Founder and Managing Member, Allan E. Baer, is

a social entrepreneur and educator with over 30 years’ experience.

In excess of $6 million in recent STEM-based instructional

technology research grants and private investment in prior related

business activities have directly contributed to the knowledge,

experience and planning required for the success of the Company.

Thank you for your interest in SolarQuest L3C.

http://www.oco2.net/



Section 1, The Company

1.1. Business Structure & Purpose

SolarQuest L3C (hereinafter “Company”) is a Vermont-based Low-profit Limited Liability Company (L3C) organized in

compliance State of Vermont corporate law (11 V.S.A. Ch.21 generally, and 11 V.S.A. § 3001(27) specifically, to further the

accomplishment of one or more charitable or educational purposes within the meaning of Section 170(c)(2)(B) of the Internal

Revenue Code of 1986, 26 U.S.C. § 170(c)(2)(B). (Exhibit A.) The Company would not have been formed but for the

company's relationship to the accomplishment of one or more of the charitable or educational purposes of The Global

Challenge Award, Inc. (a Vermont non-profit corporation). (Exhibit C.) The purpose of the Company is to improve the

quality of Science, Technology, Engineering and Mathematics (STEM) education in America’s public schools, while

providing Triple Bottom Line benefits to its investors. The Company aims to achieve its purpose by:

(i) Developing integrated Systems Dynamic Modeling (SD Modeling) and Digital Video Globe (DVG)

instructional technology software and curriculum based upon the iGlobe® DVG technology

platform in collaboration with academic research partners;

(ii) Distributing iGlobe®-based integrated SD Modeling and DVG software and curriculum for use in

K-12 public and private schools under a strategic marketing partnership with The Global Challenge

Award, Inc. (Global Challenge), a Vermont-based non-profit corporation; and

(iii) Providing operating support and financial services for Global Challenge as the lead agency in

Carbon Research Collaborative (Collaborative), a STEM-based Climate Action Education program

utilizing the Company’s proprietary Productivity-centered, Service-learning pedagogy.

1.2. Mission, Goals & Objectives

The Company’s mission is to make it possible for every public school in America to have access to Digital Video Globe

(DVG) instructional software technologies – at little or no cost – under an Action Research Cooperative Agreement program

model with financial support, as required, from charitable giving, consumer-based crowdfunding and commercial

advertising in a public education program journal – iglobe.today™ (see Section 9.4).

The Company’s business goals are to:

(i) Assist Global Challenge in achieving a K-12 public school market penetration of 1.3%

(approximately 1,265 schools) within six years; and

(ii) Achieve a pre-tax profit (Revenue Less Expenses) of $2.5 million in Year-6 based upon advertising

sales in iglobe.today™ (see Section 10.2).

The Company’s business objectives are to:

(i) Demonstrate the efficacy of DVG instructional technologies to improve STEM education through

peer reviewed research within 4 years of business operations, and

(ii) Achieve market penetration of DVG instructional technologies at-scale in this U.S. public education

sector within 10 years of business operations.

1.3. Funding Requirement

The Company is seeking an initial investment of $1 million under the Vermont Small Business Offering Exemption (VSBOE)

to achieve its business purpose, mission, goals and objectives as defined above. Ref: Vermont Department of Financial

Regulation, Securities Division Regulation S-2014-1, http://www.dfr.vermont.gov/reg-bul-ord/guidance-preparing-offering-

documents-under-vsboe (Exhibit F). Additional VSBOE funding of $1 million may be required (as projected) in Year-2 for the

Company to achieve business goals and objectives.

http://www.dfr.vermont.gov/reg-bul-ord/guidance-preparing-offering-documents-under-vsboe

http://www.dfr.vermont.gov/reg-bul-ord/guidance-preparing-offering-documents-under-vsboe



Section 2, DVG Technology

2.1. What is Digital Video Globe (DVG) Technology?

A Digital Video Globe (DVG) is a geospatial instructional technology incorporating a digital video projection system, a

sphere-shaped display screen, a desktop or portable computer and DVG operating software. Imagine looking at a globe of

the Earth, but instead of seeing a printed surface, you see geo-referenced data simulations and animations on a 360°

internally projected video display screen. The experience is likened to viewing Earth from Space.

DVG technologies are capable of displaying animations, visualizations and simulations of global data across a broad range

of subject matter. The primary use of DVG technology today is to display Earth Systems data from multiple sources –

orbiting satellites, aircraft and surface sensor networks – in order to better understand the impact of Coupled Human and

Natural Systems (CHNS) on Earth’s Biosphere.

Dr. Alexander C. MacDonald, Advisor for NOAA’s Office of Oceanic and Atmospheric Research and Director of the Earth

System Research Laboratory (ESRL) in Boulder (CO) is the inventor of Science On a Sphere® (SOS), and is credited for

bringing DVG technologies to the global market as a viable instructional technology. (See video link below.)

Science On a Sphere® (SOS) is a multimedia DVG system using five high-speed computers, advanced computer imaging

techniques for spherical screen display, and four strategically placed high lumen projectors. Early SOS systems cost in

excess of $250,000. Today, SOS multimedia DVG systems cost approximately $124,000 (plus installation and facility costs).

The SOS system requires a dedicated display area and daily maintenance to maintain calibration of the system’s computer

imaging software and hardware. Consequently, SOS multimedia DVG systems are not cost effective for the U.S. public

school market, although two SOS multimedia DVG systems have been installed in high schools with donor support. The

ESRL has installed more than one hundred SOS systems throughout the world, primarily in science museums, and operates

a traveling SOS exhibit. Science On a Sphere® exhibits are viewed by over 33 million visitors each year. See

http://sos.noaa.gov/What_is_SOS/sites.php

Web Link: NOAA Science on a Sphere® (SOS) http://sos.noaa.gov/What_is_SOS/

Video Link: https://www.youtube.com/watch?v=JU40wOlh5H0 Image: Science On a Sphere, Space Foundation, Colorado Springs

http://sos.noaa.gov/What_is_SOS/sites.php

http://sos.noaa.gov/What_is_SOS/

https://www.youtube.com/watch?v=JU40wOlh5H0



2.2. DVG Content

Earth Science content for display on DVG technologies is developed principally by the National Aeronautics and Space

Administration (NASA), the National Oceanographic and Atmospheric Administration (NOAA), and America’s leading

universities, museums and research institutes. Content is posted to the Science On a Sphere® (SOS) Content Library, which

presently consists of 492 data sets, simulation models, overlays and videos, including near real-time weather and satellite

feeds. Simulations and visualization models include: anthropogenic carbon emissions modeling, sea level rise from melting

glaciers, ocean thermohaline conveyor circulation, global hydrology, seasonal biomass density, planetary thermodynamics,

global mean surface and sea water temperatures, and much more, including 94 movies that integrate numerous models.

Web Link: Content Library – Ref: http://sos.noaa.gov/Datasets/ (Sample Content, below.)

Sea Surface Salinity. Time Span: 0 hrs.

Run Time: 1 min. 13 sec.

Hrly. Water Vapor: Time Span: 60 yrs.


Artic Sea Ice Model. Time Span: 3 yrs.

Run Tim:” 0 min. 35 sec.

Atmospheric Chem. Time Span: 6 mos.

Run Time: 7 min. 35 sec. / Video 3 min.

Movie: Changing Climate / Ocean


Future Paleo. Time Span: 250 mm yrs.


http://sos.noaa.gov/Datasets/



2.3. DVG Data

Data displayed on DVG technologies are sourced principally from National Aeronautics and Space Administration (NASA)

orbiting satellites. NASA (and its international partners) operates several Earth-observing satellites that closely follow on the

same orbital “track.” This coordinated group of satellites, constituting a significant subset of NASA’s current operating

satellite missions, is called the Afternoon Constellation, or the “A-Train,” for short. (See below.)

Six satellites currently fly in the A-Train: Aura, GCOM-W1 (Glory), CALIPSO, CloudSat, Aqua, Aura and the Orbiting

Carbon Observatory 2 (OCO-2). A-Train satellites are in a polar orbit crossing the equator northbound within seconds to

minutes of each other. This allows near-simultaneous observations of the Biosphere in order to aid the scientific community

in advancing knowledge of Earth Systems science for the benefit of the public.

NASA has developed the A-Train Data Depot (ATDD) to process, archive and allow user access to data from this

constellation of satellites to visualize, analyze, correlate and distribute measurements from on-board instruments. NASA’s

Goddard Earth Sciences (GES) Data and Information Services Center (DISC) manages the ATDD portal to provide easy on-

line data access for scientific, commercial and educational use. Ref: http://disc.sci.gsfc.nasa.gov/atdd/data-holdings

Web Link: The NASA “A” Train, Ref: http://www.nasa.gov/mission_pages/a-train/#.VLqYVtLF-So

Additional data resources for use in developing DVG content are available from Earth Observing System Data and

Information System (EOSDIS). EOSDIS consists of a set of processing facilities and Earth Science Data Centers distributed

across the United States. EOSDIS ingests, processes, archives and distributes data from a large number of Earth observing

satellites. EOSDIS facilities serve hundreds of thousands of users around the world, providing hundreds of millions of data

files each year covering many Earth Science disciplines.

EOSDIS Earth Science Data Centers:

Alaska Satellite Facility SAR Data Center (ASF SDC);

Crustal Dynamics Data Information System (CDDIS);

Global Hydrology Resource Center (GHRC);

Goddard Earth Sciences Data and Information Services Center (GES DISC);

Land Processes Distributed Active Archive Center (LP DAAC);

Langley Research Center Atmospheric Science Data Center (LaRC ASDC);

MODIS Level 1 and Atmosphere Archive and Distribution System (MODAPS LAADS);

National Snow and Ice Data Center (NSIDC) DAAC;

Oak Ridge National Laboratory (ORNL) DAAC;

Ocean Biology Processing Group (OBPG);

Physical Oceanography (PO) DAAC; and

Socioeconomic Data and Applications Data Center (SEDAC).

Ref: https://earthdata.nasa.gov/about-eosdis/science-system-description/eosdis-components/eosdis-data-centers

http://disc.sci.gsfc.nasa.gov/atdd/data-holdings

http://www.nasa.gov/mission_pages/a-train/#.VLqYVtLF-So

https://earthdata.nasa.gov/about-eosdis/science-system-description/eosdis-components/eosdis-data-centers



Section 3, Competition & Product Pricing

3.1. Competition

Internally projected DVG technologies in the United States are produced by three commercial vendors: Arc Science

Simulations (Loveland, Colorado), Global Imagination® (Santa Clara, California) and iGlobe® Inc. (Franklin, New

Hampshire). (NOAA’s SOS system is an externally projected DVG technology and is not considered a competitor.) All

producers have proprietary DVG software for image adaptation to a spherical display screen.

Arc Science: Arc Science Simulations, Inc. produces the OmniGlobe using a patented reflective dispersion optics

system with the coupling of two HD projectors combined with an EC (Enhanced Contrast) screen technology. Arc

Science is principally focusing on the museum market and does not have a presence in the K-12 education market.

Cost: Approx. for a 32-inch $39,500 spherical display. Ref: http://www.arcscience.com

Global Imagination®: Global Imagination® Inc. produces the Magic Planet® using a fisheye projector lens

installed in either a base unit or pedestal system. Global Imagination is a competitor in the K-12 DVG market with

about fifty K-12 systems installed. Cost: Approximately $39,000 for a 24-inch pedestal system with spherical

display; and approximately $17,500 for a 16-inch system. Ref: http://www.globalimagination.com

iGlobe®: iGlobe® Inc. produces the HyperGlobe® fisheye lens system installed in a base cabinet. iGlobe® Inc. is

the only DVG producer that offers a flat-screen viewing option combined with or apart from the HyperGlobe®,

and a 3D accessory for enhanced flat-screen viewing. Cost: Approx. $43,000 for a 24-inch diameter spherical

display. iGlobe® software is adaptable to both spherical- and flat-screen displays. Ref: http://www.iglobeinc.com

3.2. iGlobe® DVG “Flat-Screen” Option

The Company has concluded that a high resolution flat-screen DVG technology option offers an affordable imaging system

for multiple instructional technology devices and educational venues – tablets, desktop or portable computers, classroom

and/or auditorium-scale projection systems – with little compromise in image quality.

iGlobe®, Inc. is the sole producer of DVG technology that offers the option of a patented “flat-screen” DVG display

technology. (Exhibit D.) The Company has secured an exclusive reseller agreement (Exhibit D.) from iGlobe®, Inc. for

“standalone” flat-screen operating software at an annual wholesale subscription price point of $300. This pricing structure

allows the Company to resell subscription options at an average annual retail price of $2,743 (Section 3.3).

Image: iPad®-based iGlobe® Mini DVG

The Company, in collaboration with iGlobe®, Inc. and the Program and the

Program in Atmosphere, Oceans and Climate (PAOC) at the Massachusetts

Institute of Technology (MIT), is developing the iPad®-based iGlobe® Mini

(SMART Board and ENO Interactive compatible) with partial funding from

a National Science Foundation (NSF) Small Business Technology Transfer

(STTR) Phase I research grant ($224,978). NSF Award #1416970.

Image: SMART Board 885ix2

http://www.arcscience.com/

http://www.globalimagination.com/

http://www.iglobeinc.com/



The iPad®-based iGlobe® Mini will be coupled with content streamed from the Cloud. Development of this product with

Internet-based content streaming may result in cost reductions at a retail price point of $800 (teacher subscription only), with

annual student subscriptions at $5 if purchased with a teacher subscription.

Image: iGlobe Mini with 3D Display

The Company, in collaboration with iGlobe®, Inc., is

developing an optional 3D display screen for the iGlobe®

Mini at a retail cost of $210.26 (including shipping and

handling).

While 3D display screen is not affordable for classroom use,

it does offer the opportunity for the Company to develop a

consumer iGlobe® Mini 3D market sold exclusively through

Global Challenge as program cost subsidy. The retail price

of the iGlobe® Mini DVG with 3D lens and a one year

subscription is projected at $285.26 (including shipping and

handling).

3.3. Tiered Pricing Structure

The Company envisions a tiered pricing structure once iGlobe® Mini software, Cloud-based content delivery services and

product testing in the K-12 school market are completed (Table 1, below).

Table 1. Tiered Pricing Structure

Tier: Description: Pricing:

Tier 1, CPU-based

software installation

Teacher Access: iGlobe® software, DVG content and curriculum modules

installed on school Apple OSX 10.8 or better. Software, content and curriculum

provided on external hard drive. CPU installed software option provides the

potential for tablet mirroring with teacher control. Annual replacement of hard

drive with preloaded application software upgrades, new visualization software

and curriculum modules.

$4,750

Annual Subscription

Subsidy Program

Tier 2, Cloud-based

iGlobe® Mini App

Teacher Access: iGlobe® App available as free iPad download. Access to DVG

content and curriculum modules requires registration to Company cloud-based

service. No screen mirroring. Pricing based upon $800 classroom license plus $5

per student. Average teacher / school cost = $2,743

$2,743Avg. Annual

Subscription based upon

student enrollment.

Subsidy Program

Tier 3, Game-based

iGlobe® Mini App

Student Access: iGlobe® App available as free iPad download. Game

functionality and pricing TBD. Two versions planned: (i) integrated SD Modeling-

based DVG Service-learning game application; and (ii) Student peer-to-peer game

application.

Price TBD (Est. $15.00)

Annual Subscription

Student-driven Sponsor-

based Subsidy

Tier 4, Cloud-based

iGlobe® Mini App

Consumer Access: iGlobe® App available as free iPad download. Limited Cloud-

based access to DVG content. Annual Subscription Cost = $45.00 (Est.)

Price TBD (Est. $45.00)

Annual Subscription

The iGlobe® Mini software with Cloud-based content delivery services also provides an opportunity for game-based

software development. The Company has entered into a Memorandum of Understanding with the Emergent Media Center

(EMC) at Champlain College (Exhibit, C.) to assess the potential for DVG instructional technology game development. The

EMC’s portfolio of socially responsible video game applications includes such far-reaching partnerships as the United

Nation's game to end violence against women, the Ford Foundation wealth creation game, the Robert Wood Johnson

Foundation Cystic Fibrosis games, the Massachusetts General's CIMIT Emergency Response simulation, America's Army

game and an IBM virtual worlds project. Released in 2002, America's Army (AA) is the most successful serious game created

with over 8 million users. The annual subscription pricing target is $15.00.



Section 4, Science Standards & Curriculum

4.1. Next Generation Earth and Space Science Standards

Integrated SD Modeling and DVG technologies provide an interactive, instructional technology toolkit for teachers to

support the implementation of Next Generation Science Standards (NGSS) in Earth and Space Science (ESS) in their

classrooms at all NGSS grade-levels and classifications: Grades K-5, Middle School (Grades 6-8) and High School (Grades 9-

12). Existing DVG-based content (Section 2.2) provides animations and visualizations of ESS-based models for NGSS

classifications in Earth Systems (ESS2) and Earth and Human Activity (ESS3) appropriate for most grade levels. The

Company plans to develop additional DVG content aligned to NGSS standards at all grade levels.

NGSS rely heavily upon the teaching of crosscutting concepts of patterns, cause and effect, systems and system models, and

interdependence of science, engineering, and technology beginning at early grade levels, including Kindergarten. Students

are expected to understand Systems Models of Earth’s Biosphere and construct an argument by analyzing and interpreting

data underlying the models as evidence to support a claim. Next Generation Science Standards also emphasize as core

concepts the principles of Coupled Human and Natural Systems (CHNS), the development and use of models to represent

relationships in the natural world, human impacts on natural systems, and the influence of engineering, technology and

science on society and the natural world. Given the complexity of NGSS, teachers recognize that iGlobe® integrated SD

Modeling and DVG instructional technologies are beneficial for teaching, learning and student assessment.

Today, the Company can deliver relevant DVG instructional support services to meet the modeling requirements for

various K-5 grade NGSS classifications in Earth Systems (ESS2) and Earth and Human Activity (ESS3), as follows:

Table 2. K-Grade-5 ESS2

Grade Level: Description of Inquiry: Performance Expectations:

Kindergarten What is the weather like today? How is

it different from yesterday?

Students are expected to develop understanding of patterns and variations in

local weather and the purpose of weather forecasting to prepare for, and

respond to, severe weather.

Grade 1 What happens when there is no

sunlight?

Students are expected to develop understanding of the relationship between

solar radiation and heat transfer in the biosphere that generates weather.

Grade 2 How does land change? What causes

land to change? What are the different

kinds of land and bodies of water?

Students are expected to develop an understanding that wind and water can

change the shape of the land, and to use models to identify and represent the

shapes and kinds of land and bodies of water on Earth.

Grade 3 What is typical weather in different

parts of the world and during different

times of the year? What happens to

living organisms when their

environment changes?

Students are expected to be able to organize and use data to describe typical

weather conditions and weather-related hazards. Students are expected to

develop an understanding of the idea that when the environment changes

some organisms survive and reproduce, some relocate, some move into the

transformed environment, and some die.

Grade 4 What are waves and what are some

things they can do? How can water, ice,

wind and vegetation change the land?

What patterns of Earth’s features can be

determined with the use of maps? What

is solar radiation and how is it related

to heat transfer in the Biosphere?

Students are expected to use a model of waves to describe patterns of

amplitude and wavelength, and develop understanding of the effects of

weathering or erosion by water, ice, wind, or vegetation. They apply their

knowledge of Earth processes to generate and compare multiple solutions to

reduce the impacts of such processes on humans. Students are expected to

analyze and interpret data from maps and models. Students are expected to

understand that energy can be transferred in the Biosphere by light and heat.

Grade 5 How much water can be found in

different places on Earth? How does

matter cycle through ecosystems?

Where does the energy come from?

Through the development of a model, students are expected to describe ways

the geosphere, biosphere, hydrosphere, and/or atmosphere interact. Using

models, students can describe movement of matter among plants, animals,

decomposers, and that all energy was once from the sun.



The challenge for science teachers implementing NGSS standards today is access to readily available and affordable

instructional materials and technologies that render the complex concept of Coupled Human and Natural Systems (CHNS)

understandable to children in the cognitive development range of K-5 students.

Current DVG instructional technology content can support NGSS in Earth and Space Science (ESS) through model- and

simulation-based scientific inquiry as a cognitive learning process with increasing complexity at ascending grade levels.

Elementary school science teachers can utilize DVG flat-screen software to introduce students to basic concepts in ESS

utilizing iGlobe® flat-screen animations and visualizations, and real-time data feeds:

Sample Library Content:

Sea Surface Salinity. Time Span: 0 hrs.


Hrly. Water Vapor: Time Span: 60 yrs.


Artic Sea Ice Model. Time Span: 3 yrs.

Run Tim:” 0 min. 35 sec.

Image: Near-real-time Data Visualizations, Ref: http://earth.nullschool.net/

http://earth.nullschool.net/



Animations, visualizations, real-time and near-real-time data feeds displayed on iGlobe® flat-screen instructional

technologies for Grades K-5 will form the basis of student engagement in the practice of observing Earth from Space.

Students will utilize the remote sensing capabilities of the nation’s satellite fleet to collect data to develop and use models to

plan and carry out investigations analyzing and interpreting data, designing solutions, engaging in argument from

evidence, and obtaining, evaluating and communicating information. Emphasis will be placed on the identification of

subsystems within Earth Systems Science domains that are readily accessible to students through media, social interaction

and casual observation to reinforce experiential-based scientific inquiry.

4.2. Middle School, Grade Levels 6-8

Middle school performance expectations in Earth Space Science (ESS) build on the elementary school ideas and skills, and

allow middle school students to explain more in-depth phenomena central not only to ESS, but also to life and physical

sciences as well, including human health.

The Company will utilize existing content in the iGlobe® library offering and develop advanced integrated SD Modeling

and DVG instructional technologies to support the following Next Generation Science Standards (NGSS) in Earth and Space

Science classifications for Grades 6-8, as follows:

Table 3: MS-ESS2: EARTH SYSTEMS

Category: Performance Expectations: Clarification Statement:

MS-ESS2-1 Develop models to describe the cycling

of Earth’s materials and the flow of

energy that drives this process.

Emphasis is on the processes of melting, crystallization, weathering,

deformation, and sedimentation, which act together to form minerals and

rocks through the cycling of Earth’s materials.

MS-ESS2-2 Construct an explanation based on

evidence for how geoscience processes

have changed Earth’s surface at varying

time and spatial scales.

Emphasis is on how processes change Earth’s surface at time and spatial

scales (such as slow plate motions or the uplift of large mountain ranges,

rapid landslides or microscopic geochemical reactions), and how geoscience

processes (such as earthquakes, volcanoes, and meteor impacts) behave

gradually but are punctuated by catastrophic events.

MS-ESS2-3 Analyze and interpret data on

continental shapes and seafloor

structures to provide evidence of the

past tectonic plate motions.

Emphasis is on the similarities of rock and fossil types on different continents,

the shapes of the continents (including continental shelves), and the locations

of ocean structures (such as ridges, fracture zones, and trenches).

MS-ESS2-4 Develop a model to describe the cycling

of water through Earth’s systems

driven by energy from the sun and the

force of gravity.

Emphasis is on the ways water changes its state as it moves through the

multiple pathways of the hydrologic cycle. Examples of models can be

conceptual or physical.

MS-ESS2-5 Collect data to provide evidence for

how the motions and complex

interactions of air masses results in

changes in weather conditions.

Emphasis is on how air masses flow from regions of high pressure to low

pressure, causing weather (defined by temperature, pressure, humidity,

precipitation, and wind) at a fixed location to change over time, and how

sudden changes in weather can result when different air masses collide.

Examples of data can be provided to students (such as weather maps,

diagrams, and visualizations) or obtained through laboratory experiments.

MS-ESS2-6 Develop and use a model to describe

how unequal heating and rotation of

the Earth cause patterns of atmospheric

and oceanic circulation that determine

regional climates.

Emphasis is on how patterns vary by latitude, altitude, and geographic land

distribution. Emphasis of atmospheric circulation is on the sunlight-driven

latitudinal banding, the Coriolis effect, and resulting prevailing winds;

emphasis of ocean circulation is on the transfer of heat by the global ocean

convection cycle, which is constrained by the Coriolis effect and the outlines

of continents. Examples of models can be diagrams, maps, globes, or digital

representations.



Table 4: MS-ESS3: EARTH & HUMAN ACTIVITY


MS-ESS3-1 Construct a scientific explanation based

on evidence for how the uneven

distributions of Earth’s mineral, energy,

and groundwater resources are the

result of past and current geoscience

processes.

Emphasis is on how these resources are limited and typically non-renewable,

and how their distributions are significantly changing as a result of removal

by humans. Examples of uneven distributions of resources as a result of past

processes include but are not limited to petroleum (locations of the burial of

organic marine sediments and subsequent geologic traps), metal ores

(locations of past volcanic and hydrothermal activity associated with

subduction zones), and soil (locations of active weathering).

MS-ESS3-2 Analyze and interpret data on natural

hazards to forecast future catastrophic

events and inform the development of

technologies to mitigate their effects.

Emphasis is on how some natural hazards, such as volcanic eruptions and

severe weather, are preceded by phenomena that allow for reliable

predictions, but others, such as earthquakes, occur suddenly and with no

notice, and thus are not yet predictable. Examples of natural hazards can be

taken from interior processes (such as earthquakes and volcanic eruptions),

surface processes (such as mass wasting and tsunamis), or severe weather

events (such as hurricanes, tornadoes, and floods). Examples of technologies

can be global (such as satellite systems to monitor hurricanes or forest fires).

MS-ESS3-3 Apply scientific principles to design a

method for monitoring and minimizing

a human impact on the environment.

Emphasis is on examining human environmental impacts, assessing the kinds

of solutions that are feasible, and designing and evaluating solutions that

could reduce that impact. Examples of human impacts can include water

usage (such as the withdrawal of water from streams and aquifers or the

construction of dams and levees), land usage (such as urban development,

agriculture, or the removal of wetlands), and pollution (such as of the air,

water, or land).

MS-ESS3-4 Construct an argument supported by

evidence for how increases in human

population and per-capita consumption

of natural resources impact Earth’s

systems.

Emphasis is on databases on human populations and the rates of

consumption of food and natural resources (such as freshwater, mineral, and

energy). Examples of impacts can include changes to the appearance,

composition, and structure of Earth’s systems as well as the rates at which

they change.

MS-ESS3-5 Ask questions to clarify evidence of the

factors that have caused the rise in

global temperatures over the past

century.

Emphasis is on human activities (such as fossil fuel combustion, cement

production, and agricultural activity) and natural processes (such as changes

in incoming solar radiation or volcanic activity). Examples of evidence can

include tables, graphs, maps and visualizations of global and regional

temperatures, atmospheric levels of gases such as carbon dioxide and

methane, and the rates of human activities. Emphasis is on the major role that

human activities play in causing the rise in global temperatures.

The Company, in collaboration with the Institute for the Application of Geospatial Technology (IAGT) and the Center for

International Earth Science Information Network (CIESIN) of the Earth Institute at Columbia University, will improve upon

the functionality of the iGlobe® DVG instructional technology platform utilizing the Climate & Health Analysis for Global

Education (CHANGE Viewer). (Exhibit C.) Ref: http://www.iagt.org/

CHANGE Viewer, developed by the IAGT and CIESIN with funding from the NASA Innovations in Climate Education

Initiative, is an integrated SD Modeling and DVG software visualization tool utilizing NASA World Wind and data sets

from NASA’s Socioeconomic Data Application Center (SEDAC), operated by CIESIN. Ref: http://sedac.ciesin.columbia.edu/

CHANGE Viewer provides a menu-driven interface with SEDAC data sets that integrates and applies socioeconomic and

Earth Science data to generate on-demand scenarios of Coupled Natural and Human Systems (CHNS) that supports an in-

depth analysis of Earth’s biosphere (and the interaction of subsystems of the Biosphere) in the context of impacts on human

populations in their communities and across the globe.

http://www.iagt.org/

http://sedac.ciesin.columbia.edu/



Image: CHANGE Viewer, Ref: http://nice.larc.nasa.gov/node/99 and http://www.ciesin.org/gcce/

The Company’s SD Model- and DVG-based instructional technologies provide middle school teachers with NGSS-based

ESS2 and ESS3 curriculum support that will allow students to:

(i) Examine the role of the NASA satellite fleet and Earth Observing System Data and Information System

(EOSDIS), including the Orbiting Carbon Observatory (OCO-2), the A-Train and SEDAC (see Section

2.3.), in collecting data that is the scientific basis for understanding changes in the dynamics of Natural

Systems; and

(ii) Survey the global sources of carbon dioxide (CO2) emissions to examine the scientific evidence of global

warming and explore the potentially catastrophic impacts of anthropogenic CO2 emissions on

ecosystems services and human populations.

CHANGE Viewer places emphasis upon thermodynamic variables across subsystems in the Earth’s Biosphere, and how

greenhouse gases (GHG) alter climate and weather, impact sea level rise, accelerate melting of the polar ice caps, contribute

to severe droughts and flooding, cause extreme weather events and other observable changes in the Biosphere that impact

human health.

Middle school students will be provided with an in-depth introduction to STEM-based education and career pathways in

the scientific research community, and explore how the scientific community impacts other career choices across all sectors

of society, including government and industry.

Students will examine the personal profiles of individuals in the research community responsible for Earth Systems

monitoring, developing and operating the NASA satellite fleet, maintaining data repositories, and developing DVG

technologies.

The Company will also provide profiles of various professional users of the datasets from all sectors of society, including

professionals in the insurance and banking industries, disaster management services, health care, agriculture, real estate

development, consumer retail industries and the information technology sector. Today, 1 in 3 new jobs require some

knowledge and capacity to understand geo-referenced data, and geo-referenced data impacts all users of technology, from

computers to tablets and smart phones.

http://nice.larc.nasa.gov/node/99

http://www.ciesin.org/gcce/



4.3. High School (HS), Grade Levels 9-12

The performance expectations in HS-ESS2: Earth’s Systems require students to formulate an answer to the question: “How

and why is Earth constantly changing?” The HS-ESS2 Disciplinary Core Idea from the NRC Framework is broken down into

five sub-ideas: Earth materials and systems, plate tectonics and large-scale system interactions, the roles of water in Earth’s

surface processes, weather and climate, and biogeology.

Students are required to develop models and explanations for the ways that feedbacks between different Earth systems

control the appearance of Earth’s surface. Central to this is the tension between internal, geological systems which are

largely responsible for creating land at Earth’s surface, and the sun-driven surface systems that tear down the land through

weathering and erosion. Students are required to examine the ways that human activities cause feedbacks that create

changes to other systems, and understand the system interactions that control weather and climate, with a major emphasis

on the mechanisms and implications of climate change. Students are expected to model the flow of energy between different

components of the weather system and how this affects chemical cycles, such as the carbon cycle. The crosscutting concepts

of cause and effect, energy and matter, structure and function and stability and change are called out as organizing concepts

for these disciplinary core ideas. In the HE-ESS2 performance expectations, students are expected to demonstrate

proficiency in developing and using models, planning and carrying out investigations, analyzing and interpreting data,

engaging in argument and using these practices to demonstrate understanding of the core ideas.

The performance expectations in HS-ESS3: Earth and Human Activity require students formulate an answer to the question:

“How do Earth’s surface processes and human activities affect each other?” The HS-ESS3 Disciplinary Core Idea from the

NRC Framework is broken down into four sub-ideas: natural resources, natural hazards, human impact on Earth systems,

and global climate change. Students are required to understand the complex and significant interdependencies between

humans and the rest of Earth’s systems through the impacts of natural hazards, human dependencies on natural resources,

and the significant environmental impacts of human activities. Engineering and technology figure prominently as students

use mathematical thinking and the analysis of geoscience data to examine and construct solutions to the many challenges

facing long-term human sustainability on Earth. The crosscutting concepts of cause and effect, systems and system models,

and stability and change are called out as organizing concepts for these disciplinary core ideas. In the HS-ESS3 performance

expectations, students are expected to demonstrate proficiency in mathematical and computational thinking by using,

analyzing and interpreting data, constructing explanations, designing solutions, engaging in argument; and using these

practices to demonstrate understanding of the core ideas.

NGSS-based HS-ESS2 (Human Systems) and HS-ESS3 (Earth and Human Activity) performance expectations blend the core

ideas related to climate change with scientific and engineering practices and crosscutting concepts to support high school

students in the development of useable knowledge to explain ideas across the science disciplines.

The core emphasis is on students:

Developing models and explanations for the ways that feedbacks between different Earth systems

control the appearance of Earth’s surface;

Examining the ways that human activities cause feedbacks that create changes to other systems;

Understanding the system interactions that control weather and climate, with a major emphasis on the

mechanisms and implications of climate change;

Modeling the flow of energy between different components of the weather system and how this affects

chemical cycles, such as the carbon cycle;

Understanding the complex and significant interdependencies between humans and the rest of Earth’s

systems through the impacts of natural hazards, our dependencies on natural resources, and the

significant environmental impacts of human activities; and

Analyzing geoscience data to examine and construct solutions to the many challenges facing long-term

human sustainability on Earth.



The Company will utilize existing content in the NOAA Content Library and develop advanced integrated SD Modeling

and DVG instructional technology functionality to support the following Next Generation Science Standards (NGSS) in

Earth and Space Science (HS-ESS2: Earth Systems and HS ESS3: Earth and Human Activity) classifications for Grades 9-12,

as follows:

Table 5: HS-ESS2 – EARTH SYSTEMS


HS-ESS2-1 Develop a model to illustrate how

Earth’s internal and surface processes

operate at different spatial and

temporal scales to form continental and

ocean-floor features.

Emphasis is on how the appearance of land features (such as mountains,

valleys, and plateaus) and sea-floor features (such as trenches, ridges, and

seamounts) are a result of both constructive forces (such as volcanism,

tectonic uplift, and orogeny) and destructive mechanisms (such as

weathering, mass wasting, and coastal erosion).

HS-ESS2-2 Analyze geoscience data to make the

claim that one change to Earth’s surface

can create feedbacks that cause changes

to other Earth systems.

Emphasis is on climate feedbacks, such as how an increase in greenhouse

gases causes a rise in global temperatures that melts glacial ice, which reduces

the amount of sunlight reflected from Earth’s surface, increasing surface

temperatures and further reducing the amount of ice. Examples could also be

taken from other system interactions, such as how the loss of ground

vegetation causes an increase in water runoff and soil erosion; how dammed

rivers increase groundwater recharge, decrease sediment transport, and

increase coastal erosion; or how the loss of wetlands causes a decrease in local

humidity that further reduces the wetland extent.

HS-ESS2-3 Develop a model based on evidence of

Earth’s interior to describe the cycling

of matter by thermal convection.

Emphasis is on both a one-dimensional model of Earth, with radial layers

determined by density, and a three-dimensional model, which is controlled by

mantle convection and the resulting plate tectonics. Examples of evidence

include maps of Earth’s three-dimensional structure obtained from seismic

waves, records of the rate of change of Earth’s magnetic field (as constraints

on convection in the outer core), and identification of the composition of

Earth’s layers from high-pressure laboratory experiments.

HS-ESS2-4 Use a model to describe how variations

in the flow of energy into and out of

Earth’s systems result in changes in

climate.

Emphasis is on the causes of climate change by timescale. Large volcanic

eruption: 1 year; changes in human activity: 10-100s of years; ocean circulation

and solar output: 100s of thousands of years; changes to Earth’s orbit and the

orientation of its axis: 1,000s to millions of years.

HS-ESS2-5 Plan and conduct an investigation of

the properties of water and its effects

on Earth materials and surface

processes.

Emphasis is on mechanical and chemical investigations with water and a

variety of solid materials to provide the evidence for connections between the

hydrologic cycle and interactions with other systems. Examples of

investigations include stream transportation and deposition using a stream

table, erosion using variations in soil moisture content. Examples of chemical

investigations include chemical weathering, recrystallization or melt

generation.

HS-ESS2-6 Develop a quantitative model of carbon

cycling across systems: hydrosphere,

atmosphere, geosphere, and biosphere.

Emphasis is on modeling biogeochemical cycles that include the cycling of

carbon through the ocean, atmosphere, soil, and biosphere (including

humans), providing the foundation for living organisms.

HS-ESS2-7 Construct an argument based on

evidence of simultaneous coevolution

of Earth’s systems and life on Earth.

Emphasis is on the dynamic causes, effects, and feedbacks between the

biosphere and Earth’s other systems, whereby geoscience factors control the

evolution of life, which in turn continuously alters Earth’s surface. Examples

include how photosynthetic life altered the atmosphere through the

production of oxygen, which in turn increased weathering rates and allowed

for the evolution of animal life.



Table 6: HS-ESS3 – EARTH AND HUMAN ACTIVITY


HS-ESS3-1 Construct an explanation based on

evidence for how the availability of

natural resources, occurrence of natural

hazards, and changes in climate have

influenced human activity.

Emphasis is on key natural resources include access to fresh water (such as

rivers, lakes, and groundwater), regions of fertile soils such as river deltas,

and high concentrations of minerals and fossil fuels. Examples of natural

hazards can be from interior processes (such as volcanic eruptions and

earthquakes), surface processes (such as tsunamis, mass wasting and soil

erosion), and severe weather (such as hurricanes, floods, and droughts).

Examples of the results of changes in climate that can be focused on mass

migrations of human populations in response to changes to sea level, regional

patterns of temperature and precipitation, and the types of crops and

livestock that can be raised.

HS-ESS3-2 Evaluate competing design solutions

for developing, managing, and utilizing

energy and mineral resources based on

cost-benefit ratios.

Emphasis is on the conservation, recycling, and reuse of resources (such as

minerals and metals) where possible, and on minimizing impacts where it is

not. Examples include developing best practices for agricultural soil use,

mining (for coal, tar sands, and oil shales), and pumping (for petroleum and

natural gas). Science knowledge indicates what can happen in natural

systems—not what should happen.

HS-ESS3-3 Create a computational simulation

using multi-parameter programs or

constructing simplified spreadsheet

calculations to illustrate relationships

among management of natural

resources, the sustainability of human

populations and biodiversity.

Emphasis is on factors that affect the management of natural resources

include costs of resource extraction and waste management, per-capita

consumption, and the development of new technologies. Examples of factors

that affect human sustainability include agricultural efficiency, levels of

conservation, and urban planning.

HS-ESS3-4 Evaluate or refine a technological

solution that reduces impacts of human

activities on natural systems.

Emphasis is on measuring the impacts of human activities, include the

quantities and types of pollutants released, changes to biomass and species

diversity, or areal changes in land surface use (such as for urban

development, agriculture and livestock, or surface mining). Examples for

limiting future impacts could range from local efforts (such as reducing,

reusing, and recycling resources) to large-scale geoengineering design

solutions (such as altering global temperatures by making large changes to the

atmosphere or ocean).

HS-ESS3-5 Analyze geoscience data and the results

from global climate models to make an

evidence-based forecast of the current

rate of global or regional climate change

and associated future impacts to Earth

systems.

Emphasis is on evidence, for both data and climate model outputs, which

drives climatic changes (such as precipitation and temperature data and

models) and their associated impacts (such as on sea level, glacial ice volumes,

or atmosphere and ocean composition).

HS-ESS3-6 Use a computational representation to

illustrate the relationships among Earth

systems and how those relationships

are being modified due to human

activity.

Emphasis is on Earth systems: hydrosphere, atmosphere, cryosphere,

geosphere, and/or biosphere. Students are expected to demonstrate (through

the use of data and models) the far-reaching impacts from a human activity,

such as how anthropogenic carbon dioxide emissions impact photosynthetic

biomass on land, and how ocean acidification impacts sea organism health

and marine populations.

Integrated SD Modeling and DVG instructional technologies will allow for student inquiry to go beyond the limited use of

published results of scientific computational models by allowing students to run computational models from source data.

To support these advanced MGSS performance expectations for high school students, the Company’s integrated SD

Modeling and DVG instruction technology research and development agenda is to (i) develop a web-based SD Modeling



software interface with underlying real-world data; and (ii) develop simulation software, or an SD Modeling Engine

(simulator engine), allowing users to self-generate animations and visualizations for displaying inquiry-based outcomes.

Current Small Business Technology Transfer (STTR) Phase I research activity (Section 5.2) is designed to assess specific

software design requirements for generating an automated graphic interface to the datasets that will drive enhanced DVG-

based animations and visualizations. The Company will build upon the research outcomes of STTR Phase I, and support the

development of additional enhanced software features in the proposed STTR Phase II research grant. With integrated SD

Modeling and a DVG-based automated graphic interface students will not only be able to run computational models from

source data, but will also be able to generate DVG simulation models using the source data to analyze, interpret, compare

and communicate model results across numerous Earth Science disciplines.

By example, analyzing data sets collected daily by the Orbiting Carbon Observatory - 2 (OCO-2), high school teams will be

able utilize the Company’s advanced integrated SD Modeling and DVG instructional technologies to develop high

resolution profiles of CO2 emissions (and related impacts on Coupled Human and Natural Systems) to educate the general

public on the potentially catastrophic impacts of unmitigated global warming on human. Student-generated visualization

models may look similar to the models shown below:

Sea Level Rise

Ocean Carbon Sequestration

Fossil Fuel Carbon Emissions.

The Company and its partners in the Carbon Research Collaborative (Collaborative) will support student research teams

with specific research-based HS-ESS2 and HS-ESS3 curriculum activities. For example, in the Collaborative’s proposed

inaugural programs – the Carbon Emissions of MegaCities and the National Ocean Science Competition – student teams in

collaboration with other teams in the Collaborative from across the nation will measure anthropogenic carbon emissions

from the world's 27 mega-cities, including New York City and Los Angeles, and assess the capacity of Earth's Biosphere to

sequester carbon dioxide (CO2) emissions that have accumulated in the atmosphere over centuries of global industrial

development and change in land use. See the Carbon Research Collaborative web site at http://www.oco2.net

Advanced Placement (AP) high school teacher- and student-led research teams will use the data to conduct interdisciplinary

research that examines the dynamics of Coupled Natural and Human Systems (CNHS) and the complex interactions

between these systems at diverse geographic scales and time horizons. Specifically, research teams will examine the linkage

between: (a) Econometric Productivity (the System of National Accounting that measures global economy and relative

health and prosperity of human populations); and (b) Primary Productivity (the photosynthetic processes that form the

foundation of Ecosystems Services – clean air and water to healthy soils and food systems – upon which all species sustain

life). This approach informs the pedagogical framework of the Company’s proprietary Productivity-centered Service-

learning (PCSL) pedagogy (Section 12.2).

Research teams at both the 9-10 and AP course levels will publish their work in a peer-reviewed project journal and other

scientific publications. Research outcomes, including animations and simulations, will be distributed to over 100 museums

with Science On a Sphere® installations in 39 countries hosting more than 33 million visitors annually. Select teachers and

students will be invited to present their research findings at periodic meetings of the United Nations Framework

Convention on Climate Change (UNFCCC). See Section 5.3 for SD Modeling software utilizing Threshold 21.




Section 5, DVG Research & Development

5.1. DVG Research

Next Generation Science Standards (NGSS) rely heavily upon the use of real-world Earth Systems Science (ESS) data and

geoscience models for teaching and learning about Coupled Human and Natural Systems (CHNS) across multiple

performance standards at all grade levels. Using geoscience models, students are expected to develop, analyze and interpret

data, use mathematical and computational thinking to construct explanations, design solutions, engage in argument, and

demonstrate understanding of the core ESS ideas.

Underlying the logic of the use of models is the finding though research that spatial ability (which can be assessed and

improved with DVG technologies) is the principal indicator for identifying high-school students who pursue STEM careers

and the main attribute among students who later achieve advanced STEM educational and occupational credentials. (Wai,

J., Lubinski, D., & Benbow, C. P. 2009, Journal of Educational Psychology)

Furthermore, educational neuroscience research findings indicate that neural connections in the brain reorganize when

people learn new concepts. Geospatial modeling (spatial organization) is an important method for transferring knowledge

that has lasting implications for neurocognitive development in young learners. Specifically, DVG-based geospatial

instructional technologies offer new methods and practices for cognitive learning through the visual representation of geo-

referenced global data over time. This has far-reaching implications for how schools can design their Earth Science

programs and how teachers could structure educational experiences in their classrooms aligned with NGSS. Yet no formal

research has been conducted in the U.S. to validate the efficacy of DVG instructional technologies in U.S. public schools.

Research studies conducted by the Educational Equipment Research and Development Center (EERDC) of the People’s

Democratic Republic of China Ministry of Education, led by Dr. Qiang Liu (below), have demonstrated that using DVG

technologies in the classroom has improved student’s attitudes toward STEM education from 66% to 98%, and

comprehension from 79% to 92%. See below.

Photo: EERDC STEM education research team.

Source: EERDC, People’s Democratic Republic of China Video Link: http://www.vimeo.com/103399291

As research protocols and cultural attitudes differ in the U.S. and China, the EERDC study results may not be a reliable

indicator regarding learning outcomes with DVG instructional technologies in American public schools. Nonetheless, these

Dr. Qiang Liu

Director, EERDC

http://www.vimeo.com/103399291



findings suggest that peer-reviewed DVG research in the U.S. is warranted. Anecdotal evidence within the Science On a

Sphere® (SOS) museum market and early stage feedback from the STTR Phase I commercialization research grant suggests

that DVG instructional technology research in the U.S. may yield results similar to EERDC research outcomes. It is

important to note, however, that DVG applications – and pedagogy – in the U.S. classroom (including performance

standards under NGSS) are profoundly different than the applications and pedagogy that were developed by the EERDC

for public schools in People’s Democratic Republic of China, making any correlation of learning outcomes difficult to assess.

5.2. Independent, Evidence-based Research

Instructional technologies may not be successfully implemented at-scale in the U.S. education market absent favorable

research demonstrating its capacity to improve desired STEM learning outcomes under Next Generation Science Standards

(NGSS). The Company believes that it is in the best interest of its educational mission – and its investors – to validate the use

of integrated SD Modeling and DVG technologies in alignment with the Common Guidelines for Education Research and

Development as published by the National Science Foundation (NSF) and the Institute of Education Sciences (IES) of the U.S.

Department of Education prior to launching product sales at-scale nationally. Hence, this six year business plan emphasizes

an Action Research under the Carbon Research Collaborative. Ref: http://www.oco2.net

To support this marketing approach and validate product efficacy, the Company is establishing a multi-institution research

and development team to (i) align iGlobe®-based integrated SD Modeling and DVG instructional technologies software

with NGSS performance standards, and (ii) conduct peer-reviewed research on the potential impact of DVG instructional

technologies to affect positive attitudinal change in students toward STEM education and careers.

The Company will conduct on-going preliminary DVG instructional technology research supplemented by one or more

federal grants (as feasible) to support independent, evidence-based peer-reviewed research (items 6-8, below). This research

effort will build directly upon previous SD Modeling and DVG instructional technology research (items 1 and 2, below), and

NSF Innovative Technology Experiences for Students and Teachers (ITEST) awards (items 3 to 5 below). These prior grant

awards total $4.9 million (rounded). Additional private sector research and development investments are anticipated to total

approximately $4 million (rounded).

1. NASA Award:

Innovations in Climate Education Initiative, Global Climate Change and Human Health Impacts:

Investigation and Analysis in the Classroom using Innovative Technologies.

Ref: http://nice.larc.nasa.gov/node/99)

2. NSF Award #1416970:

National Science Foundation (NSF), Directorate for Engineering, Division of Industrial Innovation and

Partnerships (IIP), Small Business Technology Transfer (STTR) Phase I: Overcoming the Flat View - Teaching

Climate with an Interactive Spherical Display.

Ref: http://www.nsf.gov/awardsearch/showAward?AWD_ID=1416970&HistoricalAwards=false

3. ITEST Award #DRL-0624663

University of Vermont, Global Challenge:

Ref: http://stelar.ed.org/projects/10811/profile/global-challenge-award-itest-program


University of North Texas, SolarQuest EDU:

Ref: http://stelar.ed.org/projects/11161/profile/m-sos-w-middle-schoolers-out-save-world

Ref: http://www.iittl.unt.edu/IITTL/itest/msosw_web/index.html


University of North Texas, SolarQuest EDU:

Ref: http://stelar.ed.org/projects/13561/profile/going-green-middle-schoolers-out-save-world-msosw


http://nice.larc.nasa.gov/node/99

http://www.nsf.gov/awardsearch/showAward?AWD_ID=1416970&HistoricalAwards=false

http://stelar.ed.org/projects/10811/profile/global-challenge-award-itest-program

http://stelar.ed.org/projects/11161/profile/m-sos-w-middle-schoolers-out-save-world

http://www.iittl.unt.edu/IITTL/itest/msosw_web/index.html

http://stelar.ed.org/projects/13561/profile/going-green-middle-schoolers-out-save-world-msosw



Proposed Grant Awards:

6. AGENCY: National Science Foundation (NSF), Directorate for Engineering, Division of Industrial

Innovation and Partnerships (IIP), Small Business Technology Transfer (STTR) Phase II.

- Current Project Title: Overcoming the Flat View - Teaching Climate with an Interactive Spherical

Display (Phase I, Award Amount: $224,978; NSF Award #1416970; See Phase I Abstract, below.)

- Projected Award Amount: STTR Phase II, $750,000

- Research Team: iGlobe®, Inc., (Principle Investigator); Program in Atmosphere, Oceans and Climate

(PAOC) at the Massachusetts Institute of Technology (MIT) (Co-Principal Investigator)

- Submission Date: July, 2015

- Ref: http://www.nsf.gov/awardsearch/showAward?AWD_ID=1416970&HistoricalAwards=false

ABSTRACT: This STTR project's broader/commercial impact is that it will allow researchers to learn more

about the complex relationships between environmental conditions and the impact of changes over time.

The ability to convey that knowledge in an intuitive and compelling manner to students and the public

globally could motivate them to influence business and political leaders to craft policies that would reduce

damage to the planet. In addition to schools and universities, there are 600 museums dedicated to science, as

well as aquariums and other public venues concerned with environmental issues; in essence, these all are

involved in educating people, and they all look for effective means of portraying information about the

Earth. While spherical displays provide the most compelling views, adapting the methods developed in this

project to laptops and tablets (owned by several hundred million people) can contribute to learning about

climate for students and adults worldwide.

This STTR project leverages a commercial/university partnership to develop a vehicle for education and

public outreach on climate and climate change. With the increasing awareness and confusion about climate

change and the severity of predicted impacts, it has become critical that we educate students at all levels to

give them a real understanding of climate data and climate models. Likewise, outreach efforts are vitally

needed, both to interest students in learning more about climate science and to engage the general public.

This project will provide compelling methods for educators and their students to explore deeply what the

data and state of the art models tell us about climate changes, both natural and anthropogenic, as well as to

illustrate climate processes with simple models that can be used for "what if" scenarios. The goal is not a

series of canned lessons, but rather an open-ended means for teaching the material with the ability to dig

deeper into the information in response to student questions.

COMMENTS: As a component of Phase II of this research effort, the Company and iGlobe®, Inc. are

proposing to develop the iGlobe® Mini adapted from the existing iPad-based iGlobe® controller App

technology and to stream DVG content from the Cloud.

7. AGENCY: National Science Foundation, Innovative Technology Experiences for Students and Teachers

(ITEST)

- Working Title: Teaching and Learning about Coupled Human and Natural Systems Utilizing DVG

Instructional Technologies

- Projected Award Amount: Award Ceiling, $1,500,000

- Research Team: TBD. Principal Investigator, TBD. (Advisory Team: University of Vermont / Columbia

University / Harvard University / University of North Texas / Champlain College / Cayuga Community

College)

- Submission Date: October, 2015

- Ref: http://www.nsf.gov/funding/pgm_summ.jsp?pims_id=5467

REQUEST FOR PROPOSAL (RFP): The ITEST program through research and model-building activities

seeks to build understandings of best practice factors, contexts and processes contributing to K-12 students'

http://www.nsf.gov/awardsearch/showAward?AWD_ID=1416970&HistoricalAwards=false

http://www.nsf.gov/funding/pgm_summ.jsp?pims_id=5467



motivation and participation in the science, technology, engineering, and mathematics (STEM) core domains

along with other STEM cognate domains (e.g., information and communications technology (ICT),

computing, computer sciences, data analytics, among others) that inform education programs and workforce

domains. The ITEST program funds foundational and applied research projects addressing the development,

implementation, and dissemination of innovative strategies, tools, and models for engaging students to be

aware of STEM and cognate careers, and to pursue formal school-based and informal out-of-school

educational experiences to prepare for such careers. ITEST supports projects that: (i) increase students'

awareness of STEM and cognate careers; (ii) motivate students to pursue the appropriate education

pathways for STEM and cognate careers; and/or (iii) provide students with technology-rich experiences that

develop disciplinary-based knowledge and practices, and non-cognitive skills (e.g., critical thinking and

communication skills) needed for entering STEM workforce sectors.

PROJECT ABSTRACT: To be determined pending completion of Small Business Technology Transfer

(STTR) Phase I and submittal of STTR Phase II grant proposal (July 2015). See Section 3.2 (a), above.

COMMENTS: The Company’s Managing Member and President, Allan E. Baer, has participated in three

prior NSF ITEST awards: #DRL-0624663, #DRL-083376 and #DRL-1312168. Awards #DRL-083376 and #DRL-

1312168 are based on the Company’s Productivity-Centered Service-Learning (PCSL) pedagogy.

8. AGENCY: National Science Foundation, Directorate for Geosciences (GEO)

- Title: Improving Undergraduate STEM Education: Pathways into Geoscience

- Projected Award Amount: Award Ceiling, $500,000

- Research Team: The Global Challenge Award, Inc.; Champlain College, Emergent Media Center, Earth

Institute (CIESIN) Columbia University, Institute for the Application of Geospatial Technology (IAGT) at

Cayuga Community College.

- Submission Date: Letter of Intent Due Date: August 14, 2015; Full Proposal Deadlines: October 05, 2015

Request for Proposal (RFP): The Directorate for Geosciences (GEO) contributes to the IUSE initiative

through the Improving Undergraduate STEM Education: Pathways into Geoscience (IUSE: GEOPATHS)

funding opportunity. IUSE: GEOPATHS invites proposals that specifically address the current needs and

opportunities related to undergraduate education within the geosciences community. The primary goal of

the IUSE: GEOPATHS funding opportunity is to increase the number of undergraduate students interested

in pursuing undergraduate degrees and/or post-graduate degrees in geoscience through the design and

testing of novel approaches for engaging students in authentic, career-relevant experiences in geoscience. In

order to broaden participation in the geosciences, engaging undergraduate students from traditionally

underrepresented groups or from non-geoscience degree programs is a priority. The IUSE: GEOPATHS

solicitation features two funding Tracks: (1) Engaging students in the geosciences through extra-curricular

experiences and training activities (GEOPATHS-EXTRA), and (2) Improving pathways into the geosciences

through institutional collaborations and transfer (GEOPATHS-IMPACT).

COMMENTS: Proposed multi-institutional collaboration throughout Northeast Region will focus on

funding track 2, Improving pathways into the geosciences through institutional collaborations and transfer.

Ref: http://www.grants.gov/web/grants/view-opportunity.html?oppId=270876

DISCLAIMER: Grant Award #1416970 – National Science Foundation (NSF), Directorate for Engineering, Division of

Industrial Innovation and Partnerships (IIP), Small Business Technology Transfer (STTR) Phase I – is currently funded with

a completion date of June 2015. Section 3.2., (a) STTR Phase II and Section 3.2., (b) NSF ITEST are neither approved nor

funded projects, and no claim is being made as to the viability of the Company and/or its strategic academic partners to

secure funding under the federal grant programs listed herein to complement the Company’s DVG product research and

development efforts.

http://www.grants.gov/web/grants/view-opportunity.html?oppId=270876



5.3. Advanced, Integrated SD Modeling and DVG Instructional Technologies

The Company proposes to research and develop a platform for integrating advanced SD Modeling software utilizing

Threshold 21 (developed by the Millennium Institute, Washington D.C.) in order to provide predictive modeling scenarios

generated by students in grade levels 9-12 (see Section 4.3.) that can be ultimately utilized by government, industry and the

general public for decision support services concerning public and private policies, and investments for climate change

mitigation and adaptation.

T21 is a quantitative systems dynamic (SD) tool for integrated,

comprehensive global- and national-scale modeling. Its purpose is

to provide predictive modeling and decision support services for

medium- to long-term development planning by deepening

understanding of the key structural relations, and enhancing the

analysis of development strategies. T21 can provide insight into the

potential impact of development policies across a wide range of

sectors and reveal how different strategies interact with one

another to achieve planned goals and objectives.

The T-21 model is constructed across three spheres – Economy,

Environment and Society – containing six sectors each, as follows:

Image: Threshold 21 SD Model Structure

Economy Sphere: The Economy sphere contains major production sectors (production, investment, technology,

RWO (rest-of-world), households and government) which are characterized by Cobb-Douglas production

functions with inputs of resources, labor, capital, and technology. A Social Accounting Matrix (SAM) is used to

elaborate the economic flows and to balance supply and demand in each of the economy sectors.

Environment Sphere: The Environment sphere (land, water, emissions, sustainability, minerals, energy) tracks

pollution created in the production processes and its impacts on health, and eventually on production. It also

estimates the consumption of natural resources and can estimate the impact of the depletion of these resources on

production and other factors, including fossil fuel consumption, forest depletion, land and water degradation, air

and water pollution, and greenhouse gas emissions.

Society Sphere: The Social sphere (population, health, infrastructure, poverty, education and labor) contains

detailed population dynamics by sex and age cohort; health and education challenges and programs; basic

infrastructure; employment; poverty levels and income distribution; and labor statistics.

Each sector within the three sphere is populated with

multiple peer reviewed socioeconomic algorithms with

feedback loops that model key causal indicators that drive

global, regional and national economies, as shown in the

sample T21 causal loop diagram at right.

In 2008-09, SolarQuest EDU (with funding from the United

Nations) collaborated on an SD Modeling pilot project with

the Millennium Institute, the Government of Ecuador, the

University of Bergin (Norway), Middlebury College

(Vermont) and Colegio Tecnico Ignacio Hernandez

(Galapagos) to conduct student-centered SD Modeling

research to quantify cross-sectoral impacts of investments in

climate change mitigation in Ecuador utilizing the

Threshold 21 SD Model.

Image 1: T21 Casual Loop Diagram

Ref: “Quantifying cross-sectoral impacts of investments in climate change mitigation in Ecuador” (Bassi, A. & Baer, A. 2009,

Energy for Sustainable Development): http://www.solarquest.us/images_T21_STARTING_FRAMEWORK_ANALYSIS_ECUADOR_2009.PDF

http://www.solarquest.us/images_T21_STARTING_FRAMEWORK_ANALYSIS_ECUADOR_2009.PDF



Section 6, Research Team & Key Company Personnel

6.1. DVG Research Collaboration

The Company has assembled a highly qualified team of experts (partial listing, below) with demonstrated accomplishments

and global leadership in STEM education research, instructional technology and educational game development, Systems

Dynamic (SD) economic and Climate Change modeling.

Directed by the Company, and working under the umbrella of the Carbon Research Collaborative (Collaborative), this

multi-institutional team will develop breakthrough, integrated SD Modeling and DVG instructional technologies software

and curriculum that promises to offer new methods and practices for cognitive learning through the visual representation of

geo-referenced global data over time and, specifically, enable students to generated predictive models on the impacts of

anthropogenic greenhouse gas (GHG) emissions on Earth’s Biosphere in response to guided scientific inquiry on Coupled

Human and Natural Systems (CHNS) in alignment with Next Generation Science Standards (NGGS).

6.2. Key Research Team:

Allan Baer, SolarQuest L3C: Mr. Baer has been a project-based experiential educator since 1977. From 1996 -

2001, Mr. Baer worked with the administration of President William Jefferson Clinton as a private sector

partner managing Education for Sustainability programs in collaboration with the White House and various

federal agencies. From 2001-09, Mr. Baer managed human capacity building services for the United Nations

(UN) program to repower the Galapagos Islands, and was appointed “Honorary Ambassador” to the Islands.

From 2006-13, Mr. Baer participated in STEM-based instructional technology research projects with funding

from the National Science Foundation (NSF) in collaboration with the University of Vermont (Global

Challenge) and University of North Texas (Middle Schoolers Out to Save the World). NSF awards: #DRL-

0624663, #DRL-083376 and #DRL-1312168 (See Section 4.2., items 3-5, for additional information.)

Dr. David Gibson, Global Challenge: Dr. Gibson is the current Vice President of SITE and an internationally

recognized instructional technologies researcher. Dr. Gibson serves as the Vice President of the Global

Challenge Awards, Inc. and is currently the Director Learning Engagement, Curtin University (Perth,

Australia). Dr. Gibson’s primary research fields are teacher education, complex systems methods in social

science research, technology games and simulations, and cognitive science-based learning theory. NSF

awards: #DRL-0624663 and #DRL-083376. Ref: http://www.mendeley.com/profiles/david-gibson1/

Glenn R. Flier, Massachusetts Institute of Technology (MIT): Dr. Flier is Professor of Oceanography at the

Program in Oceans, Atmosphere and Climate (POAC) at MIT and the Co-Principle for the National Science

Foundation (NSF), Directorate for Engineering, Division of Industrial Innovation and Partnerships (IIP), Small

Business Technology Transfer (STTR) grant award #1416970: Overcoming the Flat View - Teaching Climate

with an Interactive Spherical Display. Dr. Flier’s primary research is on the impacts of oceanic eddies upon

the distribution of tracers and on the biology of the sea, including both transport and alterations in the

reaction terms. http://eaps-www.mit.edu/paoc/people/glenn-r-flierl

Matt Lalley: iGlobe®, Inc. (iGlobe®): Mr. Lalley is the co-founder of iGlobe®, Inc., and the Principle

Investigator for the National Science Foundation (NSF), Directorate for Engineering, Division of Industrial

Innovation and Partnerships (IIP), Small Business Technology Transfer (STTR) grant award #1416970:

Overcoming the Flat View - Teaching Climate with an Interactive Spherical Display. Mr. Lalley is leading the

effort to develop the iGlobe® Mini Apple iPad-based DVG software application and cloud-based content

development. Ref: http://iglobeinc.com/

http://www.mendeley.com/profiles/david-gibson1/

http://eaps-www.mit.edu/paoc/people/glenn-r-flierl

http://iglobeinc.com/



6.3. Institutional Research Partners:

Ann DeMarle, Champlain College: Professor Ann DeMarle directs Champlain College's Emergent Media

Center and the MFA in Emergent Media. In 2006, Professor DeMarle became the first Roger H. Perry chair

after designing and directing the college's most popular degrees: the trio of Game degrees and Multimedia

and Graphic Design. Her portfolio includes such far-reaching partnerships as: United Nation's game to end

violence against women, Ford Foundation wealth creation game, Robert Wood Johnson Foundation Cystic

Fibrosis games, Massachusetts General's CIMIT Emergency Response simulation, Flynn Theater's Duke

Foundation innovation grant, NEH grant with Vermont, America's Army game levels, and an IBM virtual

worlds project. Ref: http://www.champlain.edu/academics/our-faculty/demarle-ann (Exhibit C.)

Robert Brower, Cayuga Community College: Robert N. Brower is Chairman, Chief Executive Officer and

Treasurer of the non-profit Institute for the Application of Geospatial Technology (IAGT) located at the James

T. Walsh Regional Economic Development Center at Cayuga Community College. Mr. Brower’s experience

includes 30 years in the public sector, serving four terms as one of 15 members of the New York State GIS

Coordinating Body, two terms as chair of the Local Government Advisory Committee, and helped established

New York State GIS Association. He has extensive international GIS work experience in Argentina, Ireland

and Central America. Mr. Brower (with funding from NASA) co-led the development of CHANGE Viewer in

collaboration Professor Robert S. Chen with the Center for International Earth Science Information Network

(CIESIN) at Columbia University. Ref: http://www.iagt.org/ (Exhibit C.)

Dr. Robert S. Chen, Columbia University: Dr. Chen is the Director and Senior Research Scientist, Center for

International Earth Science Information Network (CIESIN) at Columbia University. Dr. Chen led data

integration efforts for the State Failure Task Force established by Vice President Al Gore, initiated the

Environmental Treaties and Resource Indicators database and establish the Socioeconomic Data and

Applications Center (SEDAC), a NASA data center operated by CIESIN that develops and distributes

integrated socioeconomic and environmental datasets that complement satellite data and imagery. He has

contributed to the Intergovernmental Panel on Climate Change (IPCC and is an ex officio member of the IPCC

Task Group on Data and Scenario Support for Impacts and Climate Analysis. He is secretary-general of the

Committee on Data for Science and Technology (CODATA) of the International Council for Science,

contributes to the Data Sharing Principles for the Global Earth Observing System of Systems (GEOSS) and co-

led the development of CHANGE Viewer. Ref: http://www.earthinstitute.columbia.edu/articles/view/2513

Dr. Andrea Bassi, Knowledge Srl: Dr. Bassi is the founder and CEO of KnowlEdge Srl and Associate

Professor of System Dynamics Modeling at Stellenbosch University, with earlier experience as Director for

Project Development and Modeling at Millennium Institute, visiting researcher at the Danish National

Environmental Research Institute and the Los Alamos National Laboratory. Dr. Bassi was the lead author of

the UNEP’s Green Economy Report. He has presented to several national leaders and Ministers, and

published in peer reviewed journals and reports by leading international organizations. Ref:

http://www.millennium-institute.org/ and http://www.ke-srl.com/KnowlEdge_Srl/About_KE.html

Dr. Gerald Knezek, University of North Texas (UNT): Dr. Knezek is the former President of the Society for

Information Technology in Teacher Education (SITE) and the Director of the Institute for the Integration of

Technology into Teaching and Learning (IITTL) at UNT. IITTL projects include simMentoring (Fund for the

Improvement of Postsecondary Education), NSF Disabilities Research grant on Simulated Enhanced Training

for Teachers (SETT), and an NSF Innovative Technology Experiences for Students and Teachers (ITEST)

research in collaboration with SolarQuest and Global Challenge. The IITTL has generated four books and

more than one dozen refereed journal articles in the area of impact of information technology in education.

NSF awards: #DRL-083376 and #DRL-1312168. Ref: http://www.iittl.unt.edu/research.html

http://www.champlain.edu/academics/our-faculty/demarle-ann

http://www.iagt.org/

http://www.earthinstitute.columbia.edu/articles/view/2513

http://www.millennium-institute.org/

http://www.ke-srl.com/KnowlEdge_Srl/About_KE.html

http://www.iittl.unt.edu/research.html



6.4. K-12 Field Research Partners:

The following New England regional schools have submitted a Statement of Interest to participate as “Field Research

Partners” pursuant to the National Science Foundation (NSF), Directorate for Engineering, Division of Industrial Innovation

and Partnerships (IIP), Small Business Technology Transfer (STTR) Phase II grant application (July, 2015). The Company

will solicit additional schools for participation as “Research Partners” for proposed NSF Innovative Technology Experiences

for Students and Teachers (ITEST) research (October, 2015), and National Science Foundation, Directorate for Geosciences

(GEO), Improving Undergraduate STEM Education: Pathways into Geoscience (October, 2015).

Table 7. K-12 Field Research Partners (Exhibit G)

School Name: Location: Type School:

Cabot School

Michael Hendrix

Cabot, Vermont

http://www.cabotschool.org/

High School

Woodstock Union High School

Jennifer Stainton

Woodstock Vermont

http://www.wuhsms.org/

High School

South Burlington High School

Vince Masseau

South Burlington, Vermont

http://www.sbschools.net

High School

Essex High School

Lee Ann Smith

Essex Junction, Vermont

www.ccsuvt.org

High School

Hermon High School

Debra Merrill

Hermon, Maine


High School

Mt. Abraham High School

James Danala

Salem Turnpike, Maine

http://www.msad58.org/schools/mtabram/

High School

Hudson School District

Jacob Reece

Hudson, New Hampshire

http://www.edline.net/pages/Alvirne_High_School

High School

Colebrook Academy

Kenneth Hastings

Colebrook, New Hampshire

http://www.csd.sau7.org/

High School

Black River Middle High School

Michael Spatzer

Ludlow, Vermont

http://www.brhsms.org

Middle School / High School

Northfield Middle High School

Jerry Cassels

Northfield, Vermont

http://www.edline.net/pages/Northfield_Middle_High_School

Middle School / High School

Camels Hump Middle School

Daniel Hamilton

Richmond, Vermont

www.chms.k12.vt.us

Middle School

Arlington Middle School

Karen Schroeder

Arlington, Vermont

http://www.bvsu.org

Middle School

Mount Mansfield Union High School

Andrea Leppert

Jericho

www.mmu.k12.vt.us

High School

Mystic Middle School

Kim Brandt

Mystic, Connecticut

http://www.stoningtonschools.org/

Middle School

Randolph Union School

Caty Sutton

Randolph, Vermont

http://www.orangesouthwest.org/ruhs/

K-12

NOTE: During the research term (2016-2019), a limited number of science teachers may be eligible for a $2,500 annual

stipend to cover labor costs to conduct student assessments and complete quarterly research project reports.

http://www.cabotschool.org/


http://www.sbschools.net/

http://www.ccsuvt.org/


http://www.msad58.org/schools/mtabram/

http://www.edline.net/pages/Alvirne_High_School

http://www.csd.sau7.org/

http://www.brhsms.org/

http://www.edline.net/pages/Northfield_Middle_High_School

http://www.chms.k12.vt.us/

http://www.bvsu.org/

http://www.mmu.k12.vt.us/

http://www.stoningtonschools.org/

http://www.orangesouthwest.org/ruhs/



6.5. Key Company Staff

The Company revenue and expense model relies on a school to field staff ratio of 25/1, and a field staff to management ratio

of 5/1. An enrollment of 1,265 schools requires 5 managers and approximately 50 field staff (plus 44 merchant sales staff).

See 10.3.5

• Allan Baer, Managing Member, President: See Section 6.2.

• John Cromwell, Director of DVG Sales: John Cromwell has extensive sales management and direct

sales training experience with several national and regional companies, including Primerica Financial

Services, Mohasco, Waitt Communication and Berkshire Hathaway Media. Mr. Cromwell will direct

program marketing, including web-based outreach programs, to secure K-12 Action Research

Cooperative Agreements, and to meet crowdfunding and iGlobe.Today™ advertising revenue objectives.

• Ron A. Turner, Operations & Finance Manager: Ron Turner is an experienced real estate developer and

business manager with extensive banking experience. As a member of the Board of Directors of the FSB

Bank Corp and Farmers State Bank (Somonauk, Illinois), Mr. Turner was responsible for monitoring

monthly payables, investments and compliance with regulatory mandates. Mr. Ron Turner will manage

the Company’s operations and finance. Mr. Turner is currently serving as the Interim Executive Director

of The Global Challenge Award, Inc.

• Cheryl Diersch, Director of Logistics: Cheryl Diersch owned and operated Pack & Ship, a product

fulfillment and shipping business, for 20 years. Prior to selling Pack and Ship, Ms. Diersch grew the

business from a small store front enterprise to handling tens of millions of dollars in high-end

merchandise. Ms. Diersch received a B.A. at the University of Vermont where she was the director of

student internship recruitment and management, and an M.A. in Education at Goddard College. Ms.

Diersch will manage shipping and receiving for DVG software product and the iGlobe.Today™ program

journal subscription services, and will support workforce development and internships for field staff.

• Jim Hurt, Associate Editor of iGlobe.Today: Jim Hurt has extensive experience in the area of

sustainable development. Mr. Hurt worked in collaboration with the Sustainable Development Initiative

(SDI) of the Columbia Business School as an associate editor for The National Times, a publication based

in New York City owned by Krebs Communications. Mr. Hurt also worked in collaboration with the

United Nations Department of Economic and Social Affairs, and the United States Department of Energy

on renewable energy technologies review and conference organization. Mr. Hurt will oversee thematic

content development of iGlobe.Today™.

• Field Representatives – Marginally Attached Workforce: The Company will provide full-time

employment (35-hours per week) for 94 recent college graduates (including advertising staff) who are

characterized as “marginally attached.” There are 1.8 million marginally attached, unemployed college

graduates in the United States. The Company will provide a specialized workforce training program for

marginally attached workforce in DVG instructional technologies, professional development support for

K-12 public school teachers, iGlobe.Today™ merchant advertising sales and consumer subscription pledge

campaign management. Field representatives are required to complete a minimum four-month

internship prior to deployment to support professional development for teachers and manage merchant

advertising sales.

6.6. Background

The Company has emerged directly from the business development and investment activities of its Managing Member and

President, (Allan E. Baer), its Co-founding Member (Jim Hurt) and several key program partners listed above in Sections 6.2.

- 6.5. These activities, pursuant to the business purpose of this Low-profit Limited Liability Company (L3C), include the

development of for-profit and non-profit entities that conducted STEM-based research and development, as follows:



EcoSage Corporation, a Vermont for-profit corporation, developed and operated early-stage

domestic and international distance learning and capacity building programs under the

name style “SolarQuest” in collaboration with the White House (1998-2001).

Key Milestones: EcoSage Corporation provided capacity building services in sustainable

energy development to 52 African nations for the U.S-Africa Energy Ministerial Meeting

(U.S. Department of Energy, 1999-2001); supported Solar Lights for Africa in collaboration

with the White House Millennium Council and the U.S. Department of Energy (2,500

systems installed); and established the first deep-rural educational telecenter in the Republic

of Bolivia) under the G-8 Mandate for Universal Service (White House, 1999-2000).

Video Link: https://www.youtube.com/watch?v=5Yt9jTGO51o

SolarQuest Education Foundation, Inc. (SolarQuest EDU), a Vermont-based non-profit

corporation, provided human capacity building services to the Government of Ecuador

(Province of the Galapagos) for Project ERGAL (Renewable Energy Galapagos) under United

Nations contract #00052925. (United Nations Development Programme, 2004-09.)

Key Milestones: Co-developed the first project in Latin America under the Clean

Development Mechanism (CDM) of the Kyoto Protocol in collaboration with international

development agencies, including the World Bank, the Inter-American Development Bank

and the German Development Bank; and established Internet and renewable energy services

in the Galapagos Islands.

Video Link: https://www.youtube.com/watch?v=IJJjWDbfV5I

https://www.youtube.com/watch?v=5Yt9jTGO51o

https://www.youtube.com/watch?v=IJJjWDbfV5I



SolarQuest EDU, in collaboration with Global Challenge, the University of Vermont and the

Institute for the Integration of Technology into Teaching and Learning (IITTL) at the

University of North Texas (UNT), conducted STEM-based education research under

National Science Foundation (NSF) awards #DRL-0624663, #DRL-083376 and #DRL-1312168.

(2006-2013)

Key Milestone: Research under these initiatives demonstrated the efficacy of the

Company’s pedagogy, Productivity-Centered Service-Learning (PCSL), to improve

attitudinal change in K-12 students’ toward STEM education and careers. The University of

North Texas is continuing research through 2017 under NSF award #DRL 1312186.

Video Link: https://www.youtube.com/watch?v=eIdM9Vujn3w

Renewable Nations Institute, Inc. (Institute), a Nebraska-based non-profit corporation, was

established to fulfill the terms of United Nations contract #00052925 (United Nations

Development Programme, 2004-09) to provide human capacity building services to the

governments of developing nations for national-scale transition to a low-carbon economy.

The Institute was a 2010 Clinton Global Initiative – University (CGI-U) Commitment to

Action Institute (2010-12) became a program of The Global Challenge Award, Inc., (Global

Challenge) in 2014.

Key Milestones: The Institute sought to purchase the former Dana College campus (Blair,

Nebraska) to form the Nation’s seventh Work College. Under Global Challenge, the goal is to

acquire, plan, design, engineer, develop, construct, retrofit, furnish, equip, accredit and open

the Renewable Nations Institute upon location of a suitable campus.

Renewable Nations

Institute

ADDITIONAL INFORMATION IS AVAILABLE AT CARBON RESEARCH COLLABORATIVE PROJECT WEB SITE

http://www.oco2.net

https://www.youtube.com/watch?v=eIdM9Vujn3w




Section 7, U.S. Public School Market

7.1. DVG Market Projection

The National Center for Education Statistics (NCES) numbers the U.S. K-12 public and private school universe in 2011 at

greater than 132,183 institutions serving 49.4 million K-12 students (NCES, 2009). Public schools with reported grade spans

total 97,749 as shown in Table 8, below, for a total enrollment of 36.5 million students (an average of 374 students per

school).

Table 8. K-12 School Market Segment

School Market Segment # Schools

Elementary Schools 67,086

Secondary 24,544

Combined 6,137

Total: 97,749

Source: http://nces.ed.gov/programs/digest/d12/tables/dt12_098.asp

Note: Based on schools with reported grade spans.

The Company projects that it can achieve a 1.3% market penetration (1,265 schools) of its targeted school market segment

within six years for projected annual gross revenue of approximately $12.9 million, assuming the product subsidy program

revenue model and generating an average of $10,198 in gross advertising revenue per school based upon 34 advertisers per

year at an average ad rate of $300. See Section 10, Preliminary Pro Forma.

7.2. K-12 Public School Spending

Total expenditures for public elementary and secondary schools in the United States amounted to $632 billion in 2010–11, or

$12,608 per public school student (in constant 2012–13 dollars, based on the Consumer Price Index). These expenditures

include $11,153 per student in current expenditures for operation of schools. Of this total $3.2 billion is allocated for Digital

Content as described in Section 7.3., below.

Source: Institute of Education Statistics, Ref: http://nces.ed.gov/fastfacts/display.asp?id=66

http://nces.ed.gov/programs/digest/d12/tables/dt12_098.asp

http://nces.ed.gov/fastfacts/display.asp?id=66



7.3. All Instructional Materials (AIM) Spending

According to the Software & Information Industry Association (SIIA), K-12 Information Technology (IT) expenditures in

2011-12 totaled $7.97 billion in three categories: $3.5 billion for Digital Content; $3.4 billion for Digital Instructional Support;

and $889 million for Platforms and Administrative Support. In 2012-13, however, Digital Content declined to $3.2 billion.

Source: SIIA 2011-12 School Spending Survey

Expenditures in the AIM Digital Content of $3.2 billion average $25,269

per school or $67.69 per student. Assuming an average annual

subscription price point of $2,743, DVG instructional technology

expenditure would represent 10.8% of annual AIM Digital Content school

spending. Ref: SIIA 2014 and 2015 Reports http://www.siia.net/

Hence, the Company believes that an average annual subscription price

point of $2,743 remains a barrier to DVG instructional technology sales.

The Company is assuming a product subsidy revenue model is required,

potentially moving away from subsidy-based revenue model within 10

years as market penetration increases and economies of scale may result in

a lower product retail price point. The Company, however, makes no

claim that a product subsidy program can be totally eliminated.

7.4. Student Access and Cost of DVG Technology

According to the NCES, in 2009 greater than 97% of teachers had one or more computers located in their classrooms for use

every day, and 54% percent could bring computers into the classroom for access by students. Internet access was available

for 93% of the computers located in the classroom every day, and for 96% of the computers brought into the classroom for

student use. The ratio of students to computers in the classroom every day was 5.3 to 1.

Estimates are that today the ratio of students to computers in the classroom has improved to approximately 4.1 to 1 as

schools are moving away from personal computers and moving toward Chromebooks and tablets. The Company,

consequently, is seeking a strategy of the iGlobe® Mini DVG with Cloud-based delivery for access to Apple iPad-based

tablets, which represent more than 90% market share for tablet devices in the classroom. The Company’s strategy to gain

DVG market penetration at-scale is to reduce the annual teacher subscription rate for integrated SD Model and DVG

instructional technologies to below $800. This cost reduction would represent less than 3.2% of annual AIM Digital Content

school spending. The Company envisions a four tier product blend (see Section 3.3) transitioning to the iGlobe® Mini DVG

format and away from a product subsidy program to AIM school district budgets as increased market penetration allows

the Company to lower annual DVG product rates to below $800 for a classroom teacher subscription.

7.5. Market Behavior

The STEM performance of American students (2009) has slipped from 25th to 31st in math, and from 20th to 24th in science.

Only 16% of American high school seniors are both proficient in mathematics and interested in a STEM career. Of those who

pursue a college major in STEM-related fields, only about half choose STEM careers after graduation. Improving STEM

education in U.S. schools has now become a national priority and is influencing instructional technology market behavior.

Driven by government, industry and parents, K-12 schools are increasingly under pressure to improve the delivery of STEM

education. Instructional technology investment is generally viewed as necessary to improve STEM education delivery in the

classroom, as existing instructional technologies are aging and inadequate; however, the rapid and constant pace of change

in instructional technologies are creating both opportunities and challenges for schools. iGlobe® DVG flat-screen DVG

technologies allow greater access to rich, multimedia content and increases access to online content not otherwise available

due to the widespread use of mobile computing devices in the education sector that can access the Internet.

http://www.siia.net/



Section 8, Marketing Plan

8.1. Direct eMail Marketing and Revenue Projections

The Company’s marketing strategy relies principally on electronic mail (email) notifications. The Company currently

maintains a list of “opted-in” email addresses for 22,891 science teachers nationally representing an estimated 7,149 public

schools (5.7% of its target market). This list includes 1,034 teachers in the New England region representing 355 public

schools (0.28% of its target market).

Email test marketing to the New England region resulted in Statements of Interest from 4.2% of the 355 New England region

public schools in the Company’s database. The Institute of Education Sciences of the National Center for Education Statistics

lists 4,797 public schools in the New England region. As the Collaborative expands its outreach to all New England public

schools while maintaining a potential 4.2% enrollment rate, approximately 216 schools in the New England region are

projected to join the Collaborative.

For the purposes of this business plan, the Company is assuming a national market penetration of 1,265 schools, or 1.3%

percent of the U.S. K-12 targeted public school market for projected pre-tax earnings of approximately $2.5 million after

Year-6, assuming the advertising revenue model projections as in Section 10. If the Company is able to maintain enrollment

rates demonstrated in the initial email test market, enrollment at Year-6 could achieve over 4,400 K-12 public schools, and

result in a significant increased pre-tax earnings and the opportunity to expand sales at-scale in U.S. public schools.

8.2. In-Depth Preliminary Email Marketing Results

A closer examination of the Company’s preliminary test email marketing results shows the potential for greater enrollment

and revenue. Note the following report results from the Company’s contract email marketing service, iContact:

Image: Company iContact Report, January 15, 2015

211 of 1,032 contacts representing 355

schools opened the email;

15 of the 211 contacts submitted a Statement

of Interest, representing 7.1% of recipients

opening the email submitting the interest

form; this represents 4.2% of the 355 school

universe email distribution.

11 (5.2%) of the 211 contacts submitted a

Request for Information, meaning a total of

26 contacts, or 12.3% of contacts who

opened the email submitting a response.

These results were based upon two email

communications – January 15, 2015 and

January 21, 2015.

The response profiles were nearly identical,

as can be seen from the graph at left.

Image: Company iContact Tracking Dashboard: January 1, 2015 through January 31, 2015



8.3. Professional Develop Training & Direct Mail

The Company’s secondary marketing strategy focuses on providing professional development training workshops in DVG

instructional technologies to National Science Teacher Association (NSTA) members. NSTA membership consists of over

55,000 dedicated teachers, science supervisors, administrators and scientists committed to promoting excellence and

innovation in science education. Ref: http://www.nsta.org/

The NSTA has 58 state Chapters and 33 Associated Groups. An NSTA Chapter is a statewide organization dedicated to the

advancement and improvement of science education without restriction as to field or area of science, grade level, or

membership. An Associated Group is any local, state, provincial, or national organization whose purpose is the

advancement and improvement of science education.

The NSTA sponsors four major conferences and a STEM education forum each year. The national conference is generally

scheduled in March, the STEM forum in May, and three regional NSTA conferences are scheduled in October, November

and December. NSTA national, regional and STEM conferences for 2015 are scheduled, as follows:

Chicago National Conference,

March 12–15

Minneapolis STEM Forum & Expo,

May 20–23

Reno Area Conference,

October 22–24

Philadelphia Area Conference,

November 12–14

Kansas City Area Conference,

December 3–5

Table 9: U.S. Science Teacher Universe K-12 (Combined: 1,346,485)

Primary Target Market

Science Dept. Chairs 9,440 Environmental Science 8,209

Science 153,756 General Science 8,679

Earth Science 14,056 AP Science 5,384

Total Combined Primary Market Segment: 191,315

Ref: http://lists.schooldata.com/market?page=research/datacard&id=246991&startIndex=0

The Company will conduct annual professional development workshops for science teachers and school administrators at

NSTA national and regional conferences, the STEM Form and Expo and major State Chapter conferences (i.e., California,

Florida, Georgia, Illinois, New York, etc.) throughout the year supported by a direct email campaign to NSTA membership.

Professional development workshops will focus primarily on integrated SD Modeling and DVG instructional technologies

in the context of Next Generation Science Standards (NGSS). Presenters at the major conferences will include key research

partners (Sections 6.3) and field research partners at Carbon Research Collaborative participating schools (Section 6.4).

The Company will develop, manage and train workshop presenters, and arrange professional development course credits

for teachers through its academic research partners, including the Massachusetts Institute of Technology, Columbia

University and Champlain College. Workshop presentations will be complemented with online training for up to 9-hours

towards certification or Masters-level degree-bearing credits.

The Company will develop a marketing plan in collaboration with its strategic marketing partner, Global Challenge,

focusing on program rollout in the Northeast region (principally New England and New York adjacent to academic research

partners), and develop a national marketing plan leveraging the NSTA national, regional and state chapter conference

schedules within targeted SMAs.

This portion of the Company’s marketing plan will begin in with the NSTA national conference in Nashville National

Conference, March 31–April 3, 2016, due to lead time for professional development accreditation and NSTA conference

workshop applications. Initial conference workshop planning will begin May 20–23, 2015, at the Minneapolis STEM Forum

& Expo.

http://www.nsta.org/

http://lists.schooldata.com/market?page=research/datacard&id=246991&startIndex=0



Image#1: Statistical Metropolitan Areas

8.4. Priority Geographic Markets

The Company is focusing on the following priority geographic markets:

a. State of Vermont and New England Region: Pursuant to the Vermont Small Business Offering Exemption

(VSBOE), the Company is focusing on 360 public K-12 schools in Vermont and K-12 schools located with the New

England region adjacent to Collaborative research partners (iGlobe®, Inc., MIT and Global Challenge). Currently

10 out of 15, or 66.6%, of schools submitting a Statement of Interest are Vermont public schools.

b. Top U.S. School Districts by AIM Expenditures: The top U.S. school districts (city or county) based upon All

Instructional Materials (AIM) expenditures above $50 million. These top districts are as follows:

Table 10: Top U.S. School Districts by AIM Expenditures

Expenditures Above $50 Million Annually

Los Angeles, CA $422,195,135 Orange, CA $87,557,668 Nassau, NY $70,904,513

New York, NY $342,237,510 Maricopa, AZ $81,283,363 Suffolk, NY $68,887,945

Cook, IL $182,393,899 Riverside, CA $79,765,124 Tarrant, TX $68,732,089

Harris, TX $167,335,406 Middlesex, MA $78,727,066 El Paso, TX $66,834,509

Clark, NV $148, 657,029 Bexar, TX - $76,501,298 Hampden, MA $56,241,296

Honolulu, HI $111,452,064 Fairfax, VA $72,513,212 King, WA $54,064,177

Dallas, TX $105,435,015 Wayne, MI $72,438,874 Santa Clara, CA $50,330,152

Hidalgo, TX $90,292,984 San Bernardino, CA $71,740,569

c. Statistical Metropolitan Areas (SMAs):

Targeting SMAs allows for better demographic assessment in regard to the Company’s revenue model. The

Company’s strategy is to initially market the Collaborative in wealthier communities that may generate sufficient

revenue to carry Collaborative program costs for low-income micropolitan and rural areas. This is especially

important to program success, as low-income demographic regions may be constrained from participation in the

Collaborative due to lack of adequate instructional technology (IT) infrastructure.

Metropolitan and Micropolitan Statistical

Areas (metro and micro areas) are geographic

entities delineated by the Office of

Management and Budget (OMB) for use by

Federal statistical agencies in collecting,

tabulating, and publishing statistics.

A metro area contains a core urban area

of 50,000 or more population.

A micro area contains an urban core of at

least 10,000 (but less than 50,000)

population.

Metro or micro area consists of one or more

counties and includes the counties containing

the core urban area, as well as any adjacent

counties that have a high degree of social and

economic integration within the urban core.



Section 9, Revenue Model

9.1. Direct Sales Revenue Model

The Company’s primary revenue model “at-scale” under a strategic marketing partnership agreement with The Global

Challenge Award, Inc. (Global Challenge) assumes direct sales to K-12 public schools and school districts that can afford

iGlobe® DVG products from the digital content portion of their All Instruction Materials (AIM) budgets.

However, as previously detailed in Section 7.3., U.S. public schools spend $3.2 billion nationally, (a national average of

$25,296 per school, or $67.69 per student) on digital content. Based upon the estimated average price point of $2,743 for

annual subscriptions sales per school, subscriptions coast represent 10.8% of the average AIM school budget. The Company

acknowledges this subscription cost level may remain a barrier to many schools.

Assuming a reduced subscription enrollment rate of 4.2% can be sustained across the all school market segments as listed

blow in Table 11, the Company may achieve its revenue target from AIM expenditures in the elementary school market

segment alone assuming direct sales to the Tier-2 (Teacher Only) Apple® iPad-based iGlobe® DVG Mini.

The Company intends to pursue direct sales to this target market segment, as it is reasonable to assume that Company

profitability may be achieved from this market segments alone without the need for a subsidy-based revenue model.

9.2. Subsidy-based Sales Revenue Model

The Company does, however, recognizes that to achieve profitability a subsidy-based revenue model may be necessary, as

the Tier-1 (CPU-based software installation) annual subscription price point of $4,750 represents 18.8% of annual school

spending on AIM digital content; and average price point $2,743 represents 10.8% of annual average Digital Content

spending.

These pricing levels are likely to represent a barrier to access for many U.S. public schools at or below average AIM digital

content spending. The Company, in collaboration with its strategic marketing partner and academic research partners, will

assess a blended subsidy-based revenue model consisting of a combination of sponsorships, charitable grants, competitive

research grant awards, subscription sales and commercial advertising in the iglobe.today™ program journal and web portal.

9.3. Sponsorships, Charitable Grants, Competitive Research Grant Awards

Program subsidies based upon sponsorships, charitable grants, and competitive STEM-based research grant awards will be

modeled during the Company’s first full year of operations (Year-2). Two strategies will be employed during this period: (i)

Global Challenge (with management and technical support from the Company) will work directly with schools and school

districts to solicit sponsorships and charitable grants for schools participating in the Carbon Research Collaborative; and (ii)

the Collaborative members, specifically academic research partners, will apply for competitive STEM-based research

awards. Sponsorships and charitable grants are projected to generate no more than 15% of the cost of public school

participation in the Collaborative. Competitive STEM-based research grant awards are projected at approximately $2.7

million over three years beginning in Year-2, with no more than 10% ($270,000) subsidizing school subscription fees and

teacher stipends.

Table 11: School AIM Expenditure Revenue Model

School Market Segment # Schools 4.2% Enrollment Price Point Projected Revenue Product Tier

Elementary Schools (K-8) 67,068 2,817 $800 $2,253,485 Tier-2 (Teacher Only)

Secondary (9-12) 24,544 1,031 $1,745 $1,798,830 Tier-2 (Mini Blend)

Combined (K-12) 6,137 258 $2,697 $695,163 Tier-2 (Mini Blend)

Total: 97,749 4,105 $2,743 $4,747,477



9.4. iglobe.today™ Subscription Sales and Commercial Advertising

The Company’s primary revenue model at start-up (Year-1 through Year-6) is to subsidize schools, assuming that all schools

are unable to afford Tier-1 or Tier-2 company products from school district AIM expenditures. The subsidy revenue model

is based on a combination of consumer subscription sales and commercial advertising.

Company management has experience in print-based media and commercial advertising, and plans to develop a Carbon

Research Collaborative (Collaborative) program journal – “iglobe.today™” – to sell commercial advertising as a subsidy-

based revenue model, and to promote print copy sales on a revenue-share basis with schools participating in the

Collaborative.

Image: iglobe today™ prototype cover page.

iglobe.today™ - in print:

EDITORIAL CONTENT: STEM Education Research; Next

Generation Science Standards; Climate Change . . .

FEATURE ARTICLES: Program Elements; Professional

Development for Teachers; Research Outcomes . . .

LEARNING COMMUNITIES: Climate Action Research;

Service-learning; Best Practices . . .

CAREER PROFILES: STEM-based Careers in Geoscience

Research; STEM-based Professional Careers . . .

GEOSCIENCE RESEARCH: Public Infrastructure; STEM

Research Innovation; DVG Instructional Technologies . . .

PUBLIC POLICY: (UNFCCC) United Nations Framework

Convention on Climate Change; Federal, State & Local . . .

FOR FUN: Teacher’s Space; Student Challenge . . .

iglobe.today™ - web portal:

CLOUD-BASED SERVICES: Integrated SD Modeling and

DVG Instructional Technologies Platform . . .

RESEARCH COLLABORATION: Peer-to-Peer Student

Research; STEM Research Assessment Services . . .

PROFESSIONAL DEVELOPMENT: Geoscience Library;

Accredited College Courses for Teachers . . . and more.

iglobe.today™ will be designed as a 40-page, semi-annual (November and April), archival-grade public interest journal to

entertain, educate and fund raise. The Journal will be fully developed within six month of operations for Year-1 revenue

generation.

Readers will want to display iglobe.today™ on their coffee table, and teachers will want to keep in their classroom resource

library. iglobe.today™ will also serve as a print-based curriculum guide. The online iglobe.today™ web portal (and the

Collaborative web site) will serve as a gateway for access to integrated SD Modeling and iGlobe® DVG instructional

technologies, curriculum, professional develop for teachers, STEM-based education research public education and parent-

student engagement. This strategy assures that commercial advertisers will feature prominently as Carbon Research

Collaborative sponsors, and will provide an opportunity to promote “green product” branding for local business

development. Over time, the Company will transition to an online format as both the users and advertiser grow with

program enrollment, reducing both Company costs and merchant advertiser rates.



ADVERTISING RATES & REVENUE: The iglobe.today™ format is based upon 32 pages of educational and public interest

content, plus an 8-page detachable advertising insert. For revenue estimating purposes, the 8-page advertising insert

revenue assumption is as follows:

Revenue = sum: (¼ page ad) x (4 ads per page) x (8 pages per issue) x (2 issues per year), or

Sum: ($300 x 4 x 8 x 2) = $19,200

Table 12, Advertising Rates: Rates are based upon a survey of

various specialty markets in urban (metropolitan and

micropolitan), suburban and rural communities. Ad rates are

likely to vary across and within geographic regions based upon

demographic characteristics.

Rates may vary for national, regional and local advertisers with

emphasis on national and regional advertisers for program

marketing and enrollment, and regional and local advertisers to

subsidize local school annual subscription fees.

Revenue model for Collaborative research phase is based upon

gross revenue per school of $19,200 and $7,400 in expenditures.

Table 12. Advertising Rates

iglobe.today™

Pg. Size: (8.5x11-in.) Qtr. Rate $: 1-Yr. Rate:

1/8 - page 175 595

1/6 - page 225 765

1/4 - page 300 1,020

1/2 - page 595 2,023

2/3 - page 725 2,464

Full page 1,150 3,910

Front / Back Cover 2,500 n/a

PRINTING, SHIPPING & HANDLING (S&H) COSTS: Fulfillment costs for the iglobe.today™ are as follows:

Expense = sum (# copies per school) x (# pages per issue) x ($ per page) x (# issues) x (# schools) x (S&H), or

Sum: (500 x 40 x $0.18 x 2 x 1) + sum: ($100 x 2 x 1) = $7,400 (per school)

Table 13. Printing, Handling & Shipping Costs per School

iglobe.today™

40-Page Publication Cost by Volume

Copies No. Pages Cost per Pg. Production Cost # Issues Subtotal # Schools Total

500 40 0.18 3,600 2 7,200 1 7,200

Ship. & Handling (SH): Per Issue Cost: 100 # Issues: 2 Subtotal: 200

Total Printing & Shipping Cost: 7,400

Table 13, Printing, Handling & Shipping Costs per School: Table 13 assumes a print cost at a low page volume. This cost

cannot be avoided for the 8-page detachable advertising insert. The 32-pages of educational and public interest content,

however, will be identical across the universe of cohort schools sequenced according to enrollment dates. 100 schools

enrolled in a Cohort will result in a cost reduction, as follows:

Sum: (500 x 40 x $0.18 x 2 x 100) + sum: ($100 x 2 x 100) = $750,000 (Less than a 100-school Cohort)

Volume price reduction for the 32-page content section, as follows:

Sum: (500 x 32 x $0.13 x 100) = $208,000 (13-cent per page cost reduction for 100-school, or greater, Cohort)

Sum: $750,00 - $208,000 (cost reduction) = $542,000

The 100-school, (or greater) cohort achieves the lowest per page product costs at $0.05 per page for archival print quality,

realizing $1,152 print cost savings for a production and distribution cost of $6,248. This represents an increase in revenue

after expenses for iglobe.today™ from per school from $11,800 to $12,952.

The subsidy revenue model projections in Section 10 are based upon an average of 17 ad sales per issue. There is no increase

in publications costs as ad revenues increase to a capacity of 32 ads per district as shown in the model above. Additionally,

the advertising insert approach allows for increasing revenue or cutting expenses according to merchant ad sale demand.



BLENDED SUBSIDY REVENUE MODEL: Table 14 represents individual components of a blended subsidy revenue

model, including revenue for, grants, advertising, iglobe.today™ print copy sales, online subscription sales iglobe.today™ and

consumer iGlobe® Mini DVG subscription sales.

Table 14. Subsidized Revenue Model

iglobe.today™

Expenses Revenue

Blended Revenue

Grants 1,100

Advertising Sales 19,200

Copy Sales

500

Subscription Sales

1,500

Consumer iGlobe Mini Subscription Sales

4,500

Gross Revenue

29,300

Expenses - Cost of Goods Sold

Printing & Shipping (6,248)

Total Cost of Goods Sold (6,248)

Revenue Less Cost of Goods Sold

23,052

KEY REVENUE & EXPENSES ASSUMPTIONS: The blended revenue model assumes (i) commercial advertising and

consumer iGlobe Mini subscription sales at $19,200 and $4,500 respectively; and (ii) printing and shipping expenses at

$6,248. The remaining revenue line items above are conservatively estimated at 25% of revenue potential. Other related

expenses, such as advertising sales commissions, are included in Company operating expenses.

Company revenue and expenses in Section 10 assume that all revenue is sourced from “iglobe.today™ Ad Sales” rather than

a combination of Direct AIM Budget Sales and Subsidy-based sales. However, as the Company’s stated purpose is to

improve the quality of Science, Technology, Engineering and Mathematics (STEM) education in America’s public schools,

while providing Triple Bottom Line benefits to its investors, the Company shall seek to develop an appropriate subsidy

model to the greatest extent possible without compromising or potentially placing investor return at risk.

Note that as the cost of the Apple –Pad-based iGlobe® Mini DVG is reduced through economies of scale the requirement to

achieve an average of 17 merchant advertising sales can be dramatically reduced. This may result in the viability to expand

market penetration through (a) increased subsidies to low-income school districts and (b) allow the Company to more

rapidly transition to a web-based merchant advertising subsidy model.

DISCLAIMER: THE COMPANY MAKES NO CLAIM AS TO THE VIABILITY OF SUBSIDY-BASED REVENUE. THE

COMPANY WILL SEEK TO MODEL SUBSIDY-BASED REVENUE IN SELECT DEMOGRAPHIC MARKETS ACROSS

GEOGRAPHIC REGIONS IN ORDER TO DEVELOP A VIABLE SUBSIDY-BASED REVENUE MODEL, WITH THE GOAL

TO PROVIDE ACCESS TO INTEGRATED SD MODELING AND DVG INSTRUCTION TECHNOLOGIES TO SCHOOLS

WITH AIM DIGITAL CONTENT BUDGETS AT OR LOWER THAN THE NATIONAL AVERAGE PER SCHOOL OF

$27,667, OR THE NATIONAL AVERAGE AIM DIGITAL CONTENT BUDGET AT THE TIME OF SCHOOL

ENROLLMENT.



Section 10, Preliminary Pro Forma

10.1. Key Assumptions

Section 10 provides a Preliminary Pro Forma modeled at full business operations of the Company beginning in Year-1. The

model details (i) a Year-1 Monthly Cash Flow and (ii) a five-year Income and Expense statement for Year-2 through Year-6.

Year-1 Monthly Cash Flow assumes a Month-1 and Month-2 Capital Requirement of $250,000 for each month; Months 3-7

assume a Capital Requirement of $100,000 per month. The model assumes a $1,000,000 capital raise by the end of Month-7;

$577,500 in annual revenue; $457,750 in Cost of Goods Sold; Revenue Before Expenses of $119,750; Expenses of $1,009,487;

an Operating Loss of $889,737; and a Cash Balance Forward of $110,263.

This is a challenging scenario at start-up and may require the Company to scale-down expectations and reduce expenses by

50% or more, with the goal to achieve the following objectives: (a) enroll 100 schools in the Carbon Research Collaborative

with Statements of Interest and/or Cooperative Agreements; (b) develop a DVG visualization manual for enrolled high

school students to compete in the NOAA National Ocean Sciences Competition for High School Students (Section 12.1); (c)

produce the first two issues of the iglobe.today™ journal; (d) test the merchant advertising and consumer subscription sales

market for the iglobe.today™; and (e) develop the iGlobe® Mini iPad-based Flat-screen DVG technology option for beta-

testing no later than October 2015.

In the full business operations and scale-down models, additional capital is required beyond the $1,000,000 VSBOE capital

raise. The capital requirement may be sourced from either a Year-2 VSBOE offering or an Interstate Offering under

Regulation D (506) of the Securities Act of 1933 after the first full six months of operations. This determination is dependent

upon investor participation within the State of Vermont as per residency requirements of the Vermont Department of

Financial Regulation (DFR) Rule No. S-2014-1. The Company is concerned about the depth of the investor pool in Vermont

to successfully raise the $1,000,000 VSBOE offering over two years.

Revenue is projected from merchant advertising sales in the iglobe.today™ journal based upon 34 ad sales per year per school

at an average ad cost of $300.00. The iglobe.today™ publication is an archival-grade publication with printing and

distribution costs at a projected five-year average 52% of gross advertising sales at the level of 34 ad sales per school at the

average ad sale of $300.

The Green Earth Corps™ (an optional publication model) is a newspaper grade publication and may have the impact of

significantly reducing publication costs. However, the Company assumes greater advertiser participation and consumer

acceptance of the archival-grade iglobe.today™ publication. This assumption will be tested in Year-1 before committing to

iglobe.today™ at-scale in Year-2 through Year-6. See Section 11.2 (3) for prototype Green Earth Corps™ newspaper grade

publication.

Alternative revenue models:

Over time the Company will develop an on-line publication iglobe.today™ and/or Green Earth Corps™ journal(s) and

transition to online advertising model, which may dramatically reduce expenses and increase revenue by permitting greater

merchant participation year-round at lower ad rates.

At-scale, meaning an enrollment of greater than approximately 30% of the K-12 school market or 29,330 public schools, it

may be feasible for the Company to transition its revenue model to direct AIM school purchases at a price point below $800,

and perhaps as low as $500 for the Apple iPad-based iGlobe® Mini DVG classroom teacher subscription. This model would

generate annual gross revenue of $14.7 million with expenses of approximately $7 million. As school subscription

enrollment increases at-scale, product pricing may be further reduced. The Company makes no claim as to the lowest price

threshold for profitability at-scale. However, it should be noted that if the Company could achieve an annual teacher

subscription market penetration of 50% of America’s science teachers at a product price point of $200, annual gross revenue

would reach nearly $20 million with nominal increases in operating expenses. As sales data becomes available, the

Company will evaluate options to adjust pricing and investment requirements to transition to an AIM-based revenue model

and achieve enrollment at-scale.



10.2. Year-1 Monthly Cash Flow

Year-1 Monthly Cash Flow assumes a Month-1 and Month-2 a Capital Requirement of $250,000 each month; Months 3-7

assumes a Capital Requirement of $100,000 per month. The model assumes a $1,000,000 capital raise by the end of Month-7

with $500,000 raised in the first two months. Sections 10.2.1-6 offer alternative operational adjustments to reduce

expenditures.

FN:001_SQL3C_003_01_v4

So

larQ

ue

st L

3C

5-

Ye

ar I

nc

om

e &

Ex

pe

ns

eA

pr

Ma

yJu

nJu

lA

ug

Se

pO

ct

No

vD

ec

Mo

-1

Mo

-2

Mo

-2

Mo

-2

Mo

-2

Mo

-2

Mo

-2

Mo

-2

Mo

-2

In

ve

stm

en

ts

/ S

ta

rtin

g B

ala

nc

e

C

ap

ita

l R

eq

uire

me

nt

25

0,0

00

25

0,0

00

10

0,0

00

10

0,0

00

10

0,0

00

10

0,0

00

10

0,0

00

-

-

C

ash

On

-H

an

d-

14

3,9

01

26

3,9

32

23

7,6

38

211,3

43

18

4,4

39

17

7,6

56

1,7

98

14

0,4

05

Sta

rtin

g B

ala

nc

e2

50

,0

00

39

3,9

01

3

63

,9

32

3

37

,6

38

3

11,3

43

2

84

,4

39

2

77

,6

56

1,7

98

14

0,4

05

RE

VE

NU

E

S

ch

oo

l S

ub

sc

rip

tio

n S

ale

s-

-

-

-

-

-

-

-

-

A

dve

rtis

ing

, ig

lob

e.t

od

ay | G

ree

n E

art

h C

orp

s-

-

-

-

-

-

25

5,0

00

25

5,0

00

-

C

on

su

me

r S

ub

sc

rip

ton

s, ig

lob

e.t

od

ay

-

-

-

-

-

-

-

-

67

,50

0

T

ota

l R

ev

en

ue

-

-

-

-

-

-

2

55

,0

00

2

55

,0

00

6

7,5

00

C

os

t o

f G

oo

ds

So

ld

G

lob

al C

ha

lle

ng

e-

-

-

-

-

-

(25

,50

0)

(25

,50

0)

(6,7

50

)

iG

lob

e S

oft

wa

re-

-

-

-

-

-

(30

,00

0)

-

-

ig

lob

e.t

od

ay | G

ree

n E

art

h C

orp

s-

-

-

-

-

-

(37

0,0

00

)

-

-

T

ota

l C

os

t o

f G

oo

ds

So

ld-

-

-

-

-

-

(4

25

,5

00

)

(2

5,5

00

)

(6

,7

50

)

Re

ve

nu

e B

efo

re

Ex

pe

ns

es

-

-

-

-

-

-

(17

0,5

00

)

2

29

,5

00

6

0,7

50

EX

PE

NS

ES

E

qu

ipm

en

t

S

taff

DV

G D

isp

lay K

its

(5,7

45

)

(5,7

45

)

(5,7

45

)

(5,7

45

)

(5,7

45

)

(5,7

45

)

(5,7

45

)

(5,7

45

)

(5,7

45

)

C

on

fere

nc

e D

isp

lay S

yste

m(1

0,0

00

)

(10

,00

0)

-

-

-

-

-

-

-

P

ers

on

ne

l

S

ala

rie

s(3

8,2

43

)

(38

,24

3)

(56

,24

3)

(56

,24

3)

(56

,24

3)

(41,1

60

)

(41,1

60

)

(41,1

60

)

(41,1

60

)

B

en

efits

(10

,32

6)

(10

,32

6)

(13

,92

6)

(13

,92

6)

(13

,92

6)

(11,1

13

)

(11,1

13

)

(11,1

13

)

(11,1

13

)

O

pe

ra

tin

g

F

ac

ility L

ea

se

(50

0)

(2,4

00

)

(2,4

00

)

(2,4

00

)

(2,4

00

)

(2,4

00

)

(2,4

00

)

(2,4

00

)

(2,4

00

)

In

su

ran

ce

, M

ain

ten

an

ce

& U

tilitie

s(1

,35

0)

(1,3

50

)

(1,3

50

)

(1,3

50

)

(5,0

72

)

(5,0

72

)

(5,0

72

)

(5,0

72

)

(5,0

72

)

F

ixtu

res &

Fu

rnis

hin

gs

-

(19

,80

0)

(3,9

60

)

(3,9

60

)

(79

2)

(39

6)

-

-

-

D

VG

Te

ch

no

log

y D

ev. / In

fra

str

uc

ture

(19

,10

0)

(19

,10

0)

(20

,00

0)

(20

,00

0)

(20

,00

0)

(20

,00

0)

(19

,10

0)

(5,9

50

)

(5,9

50

)

T

ra

ve

l -

Co

nfe

re

nc

e

M

ile

ag

e / A

ir F

are

(2,0

83

)

(2,0

83

)

(2,0

83

)

(2,0

83

)

(2,0

83

)

(2,0

83

)

(2,0

83

)

(2,0

83

)

(2,0

83

)

C

on

fere

nc

e B

ud

ge

t(8

,33

3)

(8,3

33

)

(8,3

33

)

(8,3

33

)

(8,3

33

)

(8,3

33

)

(8,3

33

)

(8,3

33

)

(8,3

33

)

O

pe

ra

tin

g &

Co

ntin

ge

nc

y

C

lou

d S

erv

ice

s-

-

-

-

-

-

-

-

-

C

om

mu

nic

atio

ns

(75

0)

(75

0)

(75

0)

(75

0)

(75

0)

(75

0)

(75

0)

(75

0)

(75

0)

G

en

era

l &

Off

ice

Su

pp

plie

s(2

50

)

(25

0)

(25

0)

(25

0)

(25

0)

(25

0)

(25

0)

(25

0)

(25

0)

C

on

tin

ge

nc

y(9

,66

8)

(11,8

38

)

(11,5

04

)

(11,5

04

)

(11,5

59

)

(9,7

30

)

(9,6

01)

(8,2

86

)

(8,2

86

)

T

ota

l E

xp

en

se

s(10

6,0

99

)

(12

9,9

69

)

(12

6,2

95

)

(12

6,2

95

)

(12

6,9

04

)

(10

6,7

83

)

(10

5,3

58

)

(9

0,8

93

)

(9

0,8

93

)

RE

VE

NU

E L

ES

S E

XP

EN

SE

S

O

pe

ra

tin

g B

ala

nc

e

(P

re

-T

ax

Pro

fit

)(10

6,0

99

)

(12

9,9

69

)

(12

6,2

95

)

(12

6,2

95

)

(12

6,9

04

)

(10

6,7

83

)

(2

75

,8

58

)

13

8,6

07

(3

0,14

3)

CA

SH

BA

LA

NC

E

S

tart

ing

Ba

lan

ce

25

0,0

00

39

3,9

01

36

3,9

32

33

7,6

38

311,3

43

28

4,4

39

27

7,6

56

1,7

98

14

0,4

05

O

pe

ratin

g B

ala

nc

e(1

06

,09

9)

(12

9,9

69

)

(12

6,2

95

)

(12

6,2

95

)

(12

6,9

04

)

(10

6,7

83

)

(27

5,8

58

)

13

8,6

07

(30

,14

3)

C

ash

Ba

lan

ce

14

3,9

01

2

63

,9

32

2

37

,6

38

2

11,3

43

18

4,4

39

17

7,6

56

1,7

98

14

0,4

05

110

,2

63



10.2.1. VSBOE Investment Strategy

Assumptions: The Company will rely principally upon a known network of qualified investors, including

members of Vermont Climate Change Economy Council of the Vermont Council on Rural Development (VCRD)

and participants in the recent VCRD summit – "Creating Prosperity & Opportunity Confronting Climate Change

Summit" – to achieve Month-1 and Month-2 investment targets.

Notifications of the investment opportunity pending approval of advertising materials by the State of Vermont

Department of Financial Regulation will be sent to approximately 14,000 Vermont-based unaccredited investors to

achieve Month-3 through Month-7 VSBOE investment targets. Investment shortfalls based on the schedule above

will require expenditure reductions and may trigger the filing of an Interstate Offering under Regulation D (506) of

the Securities Act of 1933 after six months to raise capital in the larger U.S. investor pool.

10.2.2. Revenue

Assumptions: Month-7 and Month-8 revenue projections are based upon the initial 100-school enrollment

achieved during a Month-1 through Month-3 enrollment campaign. Enrollment will be achieved principally with

State of Vermont and New England region schools under the Company’s strategic marketing partnership

agreement with Global Challenge.

Additional enrollment support will be provided by the Vermont Energy Education Program (VEEP), a Vermont-

based non-profit corporation with 90 school program membership exclusively in Vermont public schools.

Merchant advertisers will include a combination of state-wide and local merchants due to Vermont’s rural

demographics.

10.2.3. Cost of Goods Sold

10.2.4 Revenue Before Expenses

Assumptions: Year-1 total Revenue Before Expenses is $119,750, assuming full operational model.

5 - Ye a r In c o me & Exp e n s e Apr Ma y Jun Jul Aug S e p Oc t Nov De c

Mo - 1 Mo - 2 Mo - 3 Mo - 4 Mo - 5 Mo - 6 Mo - 7 Mo - 8 Mo - 9

In ve s tme n ts / S ta rtin g Ba la n c e

Ca pita l Re quire me nt 250,000 250,000 100,000 100,000 100,000 100,000 100,000 - -

Apr Ma y Jun Jul Aug S e p Oc t Nov De c

REVENUE Mo - 1 Mo - 2 Mo - 3 Mo - 4 Mo - 5 Mo - 6 Mo - 7 Mo - 8 Mo - 9

S c hool S ubsc ription S a le s - - - - - - - - -

Adve rtis ing, iglobe .today | Gre e n Earth Corps - - - - - - 255,000 255,000 -

Consume r S ubsc riptons , iglobe .toda y - - - - - - - - 67,500

To ta l Re ve n u e - - - - - - 2 5 5 , 0 0 0 2 5 5 , 0 0 0 6 7 , 5 0 0


Co s t o f Go o d s S o ld Mo - 1 Mo - 2 Mo - 3 Mo - 4 Mo - 5 Mo - 6 Mo - 7 Mo - 8 Mo - 9

Globa l Cha lle nge - - - - - - (25,500) (25,500) (6,750)

iGlobe S oftwa re - - - - - - (30,000) - -

iglobe .today | Gre e n Earth Corps - - - - - - (370,000) - -

To ta l Co s t o f Go o d s S o ld - - - - - - (4 2 5 , 5 0 0 ) (2 5 , 5 0 0 ) (6 , 7 5 0 )



Re ve n u e Be fo re Exp e n s e s - - - - - - (17 0 , 5 0 0 ) 2 2 9 , 5 0 0 6 0 , 7 5 0



10.2.5. Expenses

Assumptions: This section discusses Expense reductions in the event of VSBOE investment shortfalls. Staff

Display equipment can be reduced to $5,000. Conference display system can be reduced to approximate $3,000 for

a large format HD-1080p display screen and mounting system. Salaries and benefits can be reduced to $20,000 per

month for the first 3 months ($60,000), or lower, based on deferred salaries and reduction of intern placement from

Month-3 to Month-5. Facility Lease, Insurance, Maintenance and Utilities will remain the same. DVG Technology

Development and Infrastructure can be reduced to approximately $100,000 from the $149,200 projected total under

the full operations model. Mileage and Air Fare budget can be reduced to $5,000. Conference budget can be

reduced to approximately $10,000. Communications, General & Office Supplies can be reduced to $5,000. The

Contingency could be reduced to $10,000. This results in total expenses reduced from $1,009,478 to approximately

$218,000 (an estimated 78% reduction).

At a 78% reduction in operating expenses it can be assumed that revenue will be reduced by approximately 85% to

a projected $86,625. The Company’s strategy under this scenario would be to limit the initial revenue model

testing to school districts with strong merchant market demographic profiles. Based on the successful outcomes of

limited revenue model testing, the Company would prepare an Interstate Offering under Regulation D (506) of the

Securities Act of 1933 after Month-6 and prior to Month-9, depending on the total VSBOE offering investment

level.

10.2.6. Revenue Less Expenses / Cash Balances

Note: This model assumes that no commissions are paid on merchant advertising sales during Year-1. (A

commission of 30% on merchant advertising sales is budgeted for Year-2 through Year-6.) The relatively low cash

balance projected for Month-7 suggests that even at total VSBOE investment level of $1 million, budget cutbacks

are required to sustain operations at end of Month-6 and into Year-2.


EXP ENS ES Mo - 1 Mo - 2 Mo - 3 Mo - 4 Mo - 5 Mo - 6 Mo - 7 Mo - 8 Mo - 9

Eq u ip me n t

S ta ff DVG Displa y Kits (5,745) (5 ,745) (5 ,745) (5 ,745) (5 ,745) (5 ,745) (5 ,745) (5 ,745) (5 ,745)

Confe re nc e Displa y S ys te m (10,000) (10,000) - - - - - - -

P e rs o n n e l

S a la rie s (38,243) (38,243) (56,243) (56,243) (56,243) (41,160) (41,160) (41,160) (41,160)

Be ne fits (10,326) (10,326) (13,926) (13,926) (13,926) (11,113) (11,113) (11,113) (11,113)

Op e ra tin g

Fa c ility Le a se (500) (2 ,400) (2 ,400) (2 ,400) (2 ,400) (2 ,400) (2 ,400) (2 ,400) (2 ,400)

Insura nc e , Ma inte na nc e & Utilitie s (1,350) (1,350) (1,350) (1,350) (5 ,072) (5 ,072) (5 ,072) (5 ,072) (5 ,072)

Fixture s & Furnishings - (19,800) (3 ,960) (3 ,960) (792) (396) - - -

DVG Te c hnology De v. / Infra s truc ture (19,100) (19,100) (20,000) (20,000) (20,000) (20,000) (19,100) (5 ,950) (5 ,950)

Tra ve l - Co n fe re n c e

Mile a ge / Air Fa re (2,083) (2 ,083) (2 ,083) (2 ,083) (2 ,083) (2 ,083) (2 ,083) (2 ,083) (2 ,083)

Confe re nc e Budge t (8,333) (8 ,333) (8 ,333) (8 ,333) (8 ,333) (8 ,333) (8 ,333) (8 ,333) (8 ,333)

Op e ra tin g &Co n tin g e n c y

Cloud S e rvic e s - - - - - - - - -

Communic a tions (750) (750) (750) (750) (750) (750) (750) (750) (750)

Ge ne ra l & Offic e S uppplie s (250) (250) (250) (250) (250) (250) (250) (250) (250)

Continge nc y (9,668) (11,838) (11,504) (11,504) (11,559) (9 ,730) (9 ,601) (8 ,286) (8 ,286)

To ta l Exp e n s e s (10 6 , 0 9 9 ) (12 9 , 9 6 9 ) (12 6 , 2 9 5 ) (12 6 , 2 9 5 ) (12 6 , 9 0 4 ) (10 6 , 7 8 3 ) (10 5 , 3 5 8 ) (9 0 , 8 9 3 ) (9 0 , 8 9 3 )



REVENUE LES S EXP ENS ES

Op e ra tin g B a la n c e (P re - Ta x P ro fit) (10 6 , 0 9 9 ) (12 9 , 9 6 9 ) (12 6 , 2 9 5 ) (12 6 , 2 9 5 ) (12 6 , 9 0 4 ) (10 6 , 7 8 3 ) (2 7 5 , 8 5 8 ) 13 8 , 6 0 7 (3 0 , 14 3 )

CAS H B ALANCE

S ta rting Ba la nc e 250,000 393,901 363,932 337,638 311,343 284,439 277,656 1,798 140,405

Ope ra ting Ba la nc e (106,099) (129,969) (126,295) (126,295) (126,904) (106,783) (275,858) 138,607 (30,143)

Ca sh Ba la nc e 14 3 , 9 0 1 2 6 3 , 9 3 2 2 3 7 , 6 3 8 2 11, 3 4 3 18 4 , 4 3 9 17 7 , 6 5 6 1, 7 9 8 14 0 , 4 0 5 110 , 2 6 3



10.3. Year-2 thru Year-6 Revenue & Expense – Projections

Projected 5-Year Income & Expense model for Year-2 through Year-6 assumes the full VSBOE capital raise and full

operations in Year-1, and additional capitalization under a Year-2 VSBOE or Interstate Offering under Regulation D (506).

No internship expenses are posted under salaries. However, the 30% commission payments are posted under iglobe.today™

consisting of slightly more than 50% of expenses in that line item. Sections 10.3.1 through 10.3.9 provide additional

information on the 5-Year Income & Expense model assumptions, below, beginning with Year-2.

SolarQuest L3C FN:001_SQL3C_003_01_v4

5-Year Income & Expense

Year-1 Year-2 Year-3 Year-4 Year-5 Year-6

Investments / Starting Balance

Capital Requirement 1,000,000 1,000,000 - - - -

Cash On-Hand - 110,263 238,705 173,286 1,061,182 2,795,714

Starting Balance 1,000,000 1,110,263 238,705 173,286 1,061,182 2,795,714

REVENUE - - - -

School Subscription Sales - - - - - -

Advertising, iglobe.today | Green Earth Corps 510,000 1,020,000 3,990,750 6,961,500 9,932,250 12,903,000

Consumer Subscriptions, iglobe.today 67,500 - - - - -

Total Revenue 577,500 1,020,000 3,990,750 6,961,500 9,932,250 12,903,000

Cost of Goods Sold

Global Challenge (57,750) (129,430) (506,395) (883,360) (1,260,325) (1,637,290)

iGlobe Software (30,000) (30,000) (117,375) (204,750) (292,125) (379,500)

iglobe.today (370,000) (578,800) (2,151,875) (3,557,190) (4,888,225) (6,350,300)

Total Cost of Goods Sold (457,750) (738,230) (2,775,645) (4,645,300) (6,440,675) (8,367,090)

Revenue Before Expenses 119,750 281,770 1,215,105 2,316,200 3,491,575 4,535,911

EXPENSES

Equipment

S taff DVG Display Kits (51,705) (68,940) (27,443) (20,429) (47,872) (40,858)

Conference Display System (20,000) (20,000) (3,000) (3,000) (3,000) (3,000)

Personnel

Salaries (409,857) (444,000) (613,776) (709,782) (904,610) (1,075,701)

Benefits (106,881) (119,880) (165,720) (191,641) (244,245) (290,439)

Operating

Facility Lease (19,700) (28,800) (30,240) (31,752) (33,340) (35,007)

Insurance, Maintenance & Utilities (30,760) (60,860) (63,903) (67,098) (70,453) (73,976)

Fixtures & Furnishings (28,908) (19,800) (3,950) (3,950) (3,950) (3,950)

DVG Technology Dev. / Infrastructure (149,200) (149,200) (76,660) (79,243) (81,955) (84,803)

Travel - Conference

Mileage / Air Fare (18,750) (25,000) (26,750) (28,623) (30,626) (32,770)

Conference Budget (75,000) (100,000) (107,000) (114,490) (122,504) (131,080)

Operating &Contingency

Cloud Services - - (30,000) (30,000) (30,000) (22,500)

Communications (6,750) (9,000) (12,521) (15,143) (21,285) (26,528)

General & Office Supplies (2,250) (3,000) (3,150) (3,308) (3,473) (3,647)

Contingency (91,976) (104,848) (116,411) (129,846) (159,731) (182,426)

Total Expenses (1,009,487) (1,153,328) (1,280,524) (1,428,304) (1,757,044) (2,006,682)

REVENUE LESS EXPENSES

Operating Balance (Pre-Tax Profit) (889,737) (871,558) (65,419) 887,897 1,734,532 2,529,228

CASH BALANCE

S tarting Balance 1,000,000 1,110,263 238,705 173,286 1,061,182 2,795,714

Operating Balance (889,737) (871,558) (65,419) 887,897 1,734,532 2,529,228

Cash Balance 110,263 238,705 173,286 1,061,182 2,795,714 5,324,943



10.3.1 Investment & Starting Balances

Assumptions:

Cash On-Hand of $1,110,263 assumes combination of Year-1 Revenue and Vermont Small Business

Offering Exemption (VSBOE) in Year-2, or alternately, an Interstate Offering under Regulation D (506).

10.3.2. Revenue

Assumptions:

Advertising revenue assumes $300 per ad (average) at 17 ads per issue (2 issues).

Consumer Subscriptions, iglobe.today: To be modeled during Year-1 Business Operations (Section 9.4.)

10.3.3. Cost of Goods Sold

Assumptions:

Global Challenge: 10% of Gross Sales.

iGlobe® Software: Wholesale cost of iGlobe® DVG instructional technology ($300 per school).

iglobe.today™: (Section 9.4. includes 30% commission on advertising revenue.)

10.3.4. Revenue Before Expenses

10.3.5 Expenses: Equipment

Assumptions:

Staff DVG Display Kits: Expenditure per employee of $6,894. See Exhibit E.

Year-2 Year-3 Year-4 Year-5 Year-6

Investments / Starting Balance

Capital Requirement 1,000,000 - - - -

Cash On-Hand 110,263 238,705 173,286 1,061,182 2,795,714

Starting Balance 1,110,263 238,705 173,286 1,061,182 2,795,714


REVENUE - - - -

School Subscription Sales - - - - -

Advertising, iglobe.today | Green Earth Corps 1,020,000 3,990,750 6,961,500 9,932,250 12,903,000

Consumer Subscriptions, iglobe.today - - - - -

Total Revenue 1,020,000 3,990,750 6,961,500 9,932,250 12,903,000


Cost of Goods Sold

Global Challenge (129,430) (506,395) (883,360) (1,260,325) (1,637,290)

iGlobe Software (30,000) (117,375) (204,750) (292,125) (379,500)

iglobe.today (578,800) (2,151,875) (3,557,190) (4,888,225) (6,350,300)

Total Cost of Goods Sold (738,230) (2,775,645) (4,645,300) (6,440,675) (8,367,090)


Revenue Before Expenses 281,770 1,215,105 2,316,200 3,491,575 4,535,911

Equipment

Staff DVG Display Kits (68,940) (27,443) (20,429) (47,872) (40,858)

Conference Display System (20,000) (3,000) (3,000) (3,000) (3,000)



10.3.6. Personnel - Salaries & Benefits

Assumptions:

Base Salaries for Management and Staff; Benefits total 27% of Base Salaries

Full-time Program Personnel: Year-2 (10); Year-3 (14); Year-4 (17); Year-5 (24); Year-6 (29)

Additional Sales Staff: Year-2 (5); Year-3 (20); Year-4 (35); Year-5 (50); Year-6 (65)

Total Program & Sales Staff: Year-2 (15); Year-3 (34); Year-4 (52); Year-5 (74); Year-6 (94)

10.3.7. Operating - Facility

Assumptions:

Facility Lease: Gove Hill Conference Center lease.

Insurance, Maintenance, Utilities: Actual costs based upon Gove Hill Conference Center Operations.

Fixtures & Furnishings: Estimated costs – Offices and Common Areas – based upon staffing pattern.

DVG Technology Dev. / Infrastructure: Budget for iGlobe® Mini DVG and IT Infrastructure for Cloud

Services.

10.3.8. Travel & Conferences

Assumptions:

Mileage / Air Fare: Management travel budget.

Conference Budget: Conference budget, including travel.

10.3.9. Operating & Contingency

Assumptions:

Cloud Services: Year-2, managed internally; Years-3-6, budget for subcontract Cloud services.

Communications: Telephone and Internet Services: Budget

General & Office Supplies: Budget

Contingency: 1% of subtotal of expenses.


Personnel

Salaries (444,000) (613,776) (709,782) (904,610) (1,075,701)

Benefits (119,880) (165,720) (191,641) (244,245) (290,439)

Operating

Facility Lease (28,800) (30,240) (31,752) (33,340) (35,007)

Insurance, Maintenance & Utilities (60,860) (63,903) (67,098) (70,453) (73,976)

Fixtures & Furnishings (19,800) (3,950) (3,950) (3,950) (3,950)

DVG Technology Dev. / Infrastructure (149,200) (76,660) (79,243) (81,955) (84,803)

Travel - Conference

Mileage / Air Fare (25,000) (26,750) (28,623) (30,626) (32,770)

Conference Budget (100,000) (107,000) (114,490) (122,504) (131,080)

Operating &Contingency

Cloud Services - (30,000) (30,000) (30,000) (22,500)

Communications (9,000) (12,521) (15,143) (21,285) (26,528)

General & Office Supplies (3,000) (3,150) (3,308) (3,473) (3,647)

Contingency (104,848) (116,411) (129,846) (159,731) (182,426)

Total Expenses (1,153,328) (1,280,524) (1,428,304) (1,757,044) (2,006,682)



Section 11, Risk Management & Disclaimers

11.1. General Risks (See Exhibit H)

INVESTMENT IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS AND IS SUITABLE ONLY FOR

PERSONS WHO HAVE NO NEED FOR IMMEDIATE LIQUIDITY IN THEIR INVESTMENT AND WHO CAN

BEAR THE ECONOMIC RISK OF A LOSS OF THEIR ENTIRE INVESTMENT. INVESTORS SHOULD BE

AWARE THAT THEY MAYBE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN

INDEFINITE PERIOD OF TIME. SEE EXHIBIT B, ITEM #4 FOR RISK EVALUATION TABLE AND

ADDITIONAL RISKS, AS IDENTIFIED.

The Company is a start-up company and has no prior operating experience (11.2.1). Digital Video Globe (DVG) technologies

are emerging instructional technologies in the K-12 education markets; consequently, classroom teachers are not generally

aware of the potential benefits of DVG technologies as an instructional aide. (11.2.2) Teachers and schools may resist

purchasing or using a technology with which they have no direct experience in the classroom. (11.2.3) All Instructional

Material (AIM) public school budgets remain constrained with national average K-12 AIM spending at $67.69 per student

per year. (11.2.4) The Company’s merchant advertising-based revenue model is unproven and may compete with pre-

existing school fundraising efforts. (11.2.5) The Company’s organizational structure as a Low-Profit Limited Liability

Company (L3C) is uncommon. Investors may be wary of investing in a business venture that is mission driven, as they may

perceive that the Company’s charitable purpose conflicts with the protection of their investment interest. (11.2.6) Risks

expressed herein and other unknown risks (Exhibit B.) require investors to consider that their investment in the Company

may not be recovered.

11.2. Risk Management (See Section 12, Opportunities and Exhibit H.)

1. Risk: The Company is a start-up. The Company is a start-up company and has no prior operating experience.

Risk Management: The Company’s founder is a serial entrepreneur and accomplished STEM educational

technology researcher. The Company is directly built upon the foundation of for-profit and non-profit

business ventures in Education for Sustainability (ESD) since 1996, including EcoSage Corporation, the

SolarQuest Education Foundation, Inc., the Renewable Nations Institute, Inc., and The Global Challenge

Award, Inc. (Section 6.6.) The Company’s founder and managing member is currently the President of the

Board of Directors of Global Challenge. Taken together as a whole in excess of $6 million in STEM-based

instructional technology research and development, including the grant awards listed in Section 5.2., have

directly contributed to the Company’s purpose, mission, goals and objectives. This background provides a

reasonable level of evidence to investors that the Company has the knowledge and experience to succeed

under a STEM-based instructional technology research business model. Furthermore, the Company’s Co-

founder and Vice President, Jim Hurt, has 10-years of environmental journal publishing experience.

2. Risk: Teachers lack knowledge about DVG instructional technologies. Digital Video Globe (DVG)

technologies are emerging instructional technologies in K-12 education markets; consequently, classroom

teachers are not generally aware of the potential of DVG technologies as an instructional aide. Risk

Management: The Company’s founder and managing member has personally interviewed and demonstrated

iGlobe® DVG technology to hundreds of K-12 administrators, science teachers and students, including at

three recent events: the Vermont Tech Jam (October 2014), the Vermont Youth Environmental Summit

(November 2014), the Christa McAuliffe Technology Conference (December 2014). Additionally, over a one

week period from January 15-22, 2015, the Company conducted a market survey to 355 K-12 public schools in

the New England region resulting in 12.3% of the contacts who opened the email solicitation submitting a

response as demonstrated by the online submittal of Letters of Interest and/or Requests for Information in the

Carbon Research Collaborative. The 12.3% response rate is well above the 1% norm for marketing and highly

suggests the market viability for use of the Company’s DVG instructional technology products and

curriculum services in the classroom. (Section 8.2.)



3. Risk: Teachers lack experience with DVG instructional technologies. Teachers may resist recommending

the purchase or use a technology with which they have no direct experience in the classroom. This may result

in lower enrollment projections. Risk Management: The Company intends to release the Cloud-base iPad

iGlobe® Mini App technology prior to October 2015, with a 1-week trial subscription. This approach to

marketing and sales eliminates costly teacher product demonstrations and provides teachers with direct

product experience.

4. Risk: All Instructional Material (AIM) K-12 public school budgets remain constrained. All Instructional

Material (AIM) public school budgets remain constrained with national average K-12 AIM spending at $67.69

per student per year. (Section 7.3, AIM Spending.) Risk Management: The Company is providing a subsidy

program for the purchase of iGlobe® DVG instructional technology on an annual subscription basis. This may

require the Company to restrict its enrollment to wealthy school districts. (Section 8.4, Priority Geographic

Markets.) The Company believes that at-scale in the U.S. public school market that a direct AIM-based

subscription revenue model may be feasible, and that eliminating the subsidy model may be achievable. The

Company has no basis of claiming that the non-subsidy model at-scale is feasible, as instructional technology

expenditures generally require multi-year decision-making and budget approval unless the price barrier can

be eliminated. Achieving a product cost threshold below $800 may eliminate the perceived or real price

barrier for most public schools when weighted against STEM-based instructional technology outcomes.

5. Risk: The Company’s merchant advertising-based revenue model is unproven. The Company’s merchant

advertising-based revenue model is unproven and may compete with pre-existing school fundraising efforts.

The key issue for the Company is not whether merchant advertisers will participate in the subsidy program,

but rather the number of advertisers within the school district merchant market. This may result in the

possibility that the costly iglobe.today™ may not be a financially viable subsidy mechanism. Risk Management:

The Company will test two options for the subsidy program: (i) direct iglobe.today™ copy sales within school

demographic markets; and (ii) the substitution of the costly iglobe.today™ archival-grade publication with the

lower cost Green Earth Corps™ newspaper print-based journal. This strategy may have the impact to reduce

the merchant advertising base without reducing pre-tax profit. (Section 12.2.) The iglobe.today™ merchant

advertising revenue model assumes generating an average of $10,200 gross ad revenue per school based upon

34 advertisers per year at an average ad rate of $300. The Company is cautious not to begin with the lower

cost Green Earth Corps™ journal option due to advertiser and consumer appeal for the higher cost archival-

grade format of iglobe.today™.

6. Risk: The Company is organized as a L3C. The Company’s organizational structure as a Low-Profit Limited

Liability Company (L3C) is uncommon. Investors may be wary of investing in a business venture that is

mission driven, as they may perceive that the Company’s charitable purpose conflicts with the protection of

their investment interest. Consequently, the Company may fall short of its investment target. Risk

Management: The Company’s selection of the L3C business structure is designed to target two investor groups:

(i) Program Related Investors (PRIs), such as charitable foundations and philanthropists; and

(ii) Unaccredited mission-driven investors.

These investor types are not in great number in the State of Vermont. The Company may need to seek out-of-

state investors under the Uniform Limited Offering Exemption Regulation D of the Securities Act of 1933. The

Company will seek to meet its funding target of $1 million under the VBSOE filing; however, if the Company

is not on-track for a $1 million capital raise after six months from the VSBOE filing with the State of Vermont

Department of Financial Regulation (DFR), the Company will seek an Interstate Offering under Regulation D

(506) of the Securities Act of 1933. Anticipating that this risk may occur, the Company will focus on

demonstrating (a) that K-12 enrollment is scalable, and (b) that the subsidy revenue model is financially viable

with either of the two print formats – iglobe.today™ or the Green Earth Corps™ journal.



11.3. Regulations & Disclaimers

The Company is legally bound to State of Vermont Department of Financial Regulation (DFR) Rule No. S-2014-1. Rule No.

S-2014-1, known as the Vermont Small Business Offering Exemption ("VSBOE"), which provides for the sale of intrastate

securities. The Rule became effective as of June 16, 2014.

This document and all the documents pertaining to this document, including SolarQuest L3C Articles of Organization and

the SolarQuest L3C Operating Agreement, are in compliance of DFR Rule No. S-2014-1, and the Company shall at all times

remain compliant with the DFR regulations and reporting requirements.

The following Statements are subject to DFR Rule No. S-2014-1. The complete text of the Rule No. S-2014-1 is available at

the following in Exhibit F, or at the following URL: http://www.dfr.vermont.gov/reg-bul-ord/rule-providing-vermont-small-

business-offering-exemption

Letter references (below) refer to DFR Rule No. S-2014-1 (some referenced items may be paraphrased):

(a). VSBOE is available under Sections 5202(13)(C) and 5203 of the Vermont Uniform Securities Act (the "Act").

Pursuant to VSBOE, the offer or sale of a security by an issuer shall be exempt from the requirements of 9

V.S.A. SS 5301 - 5305 and 9 V.S.A S5504, and each individual who represents an issuer in an offer or sale shall

be exempt from the requirements of 9 V.S.A. S 5402(a) if the offer or sale is conducted in accordance with each

of the following requirements:

(1) The issuer of the security shall be a business entity formed under the laws of the State of

Vermont and registered with the Secretary of State;

(2) The transaction shall meet the requirements of the federal exemption for intrastate

offerings in section 3(a)(1I) of the Securities Act of 1933, 15 U.S.C. S 77c(a)(ll), and SEC

Rule 147, 17 C.P.R. 230.147; and

(3) The issuer shall not accept more than ten thousand dollars ($10,000) from any single

purchaser unless the purchaser is an accredited investor as defined by rule 501 of SEC

regulation D, 17 C.P.R. 230.501.

(d). The sum of all cash and other considerations to be received for all sales of the security (in reliance upon this

exemption does not exceed the cap provided in this subdivision) is one million dollars ($1,000,000), if the

issuer has not undergone and made available to each prospective investor and the Commissioner the

documentation resulting from a financial audit with respect to its most recently completed fiscal year and

meeting generally accepted accounting principles.

(e). All funds received from investors shall be deposited into a federally insured depository institution located

within the State of Vermont. All the funds shall be used in accordance with representations made to investors.

(g). The duration of the offering period shall not exceed twelve months, although the issuer may extend the

offering in one year increments by amending its initial filing (including payment of a renewal fee) in

conformance with requirements of the Act.

(k). The issuer shall reasonably believe that the purchaser either alone or by or through a representative has such

knowledge as to be capable of evaluating the merits and the risks of the investment.

(l). An offering document shall be delivered to each Offeree twenty four hours prior to any sale of securities in

reliance upon VSBOE which meets the following requirements:

(1) The offering document must contain a legend which substantially conforms to the

following:

http://www.dfr.vermont.gov/reg-bul-ord/rule-providing-vermont-small-business-offering-exemption

http://www.dfr.vermont.gov/reg-bul-ord/rule-providing-vermont-small-business-offering-exemption



(A) INVESTMENT IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS AND IS SUIT

ABLE ONLY FOR PERSONS WHO HAVE NO NEED FOR IMMEDIATE LIQUIDITY IN THEIR

INVESTMENT AND WHO CAN BEAR THE ECONOMIC RISK OF A LOSS OF THEIR ENTIRE

INVESTMENT. INVESTORS SHOULD BE AWARE THAT THEY MAYBE REQUIRED TO

BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF

TIME.

(B) IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN

EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE

MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED

BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.

FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE

ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

(C) THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND

RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER

THE SECURITIES ACT OF 1933 AND THE VERMONT UNIFORM SECURITIES ACT

PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

PURSUANT TO THIS ITEM 1, ABOVE, AND ITEM 2, BELOW, THE COMPANY, AS

ISSUER OF THE SECURITIES, WILL REQUIRE A SIGNED AFFIDAVIT BY THE

PURCHASER OF SAID SECURITIES CONFIRMING (I) RESIDENCY IN THE STATE OF

VERMONT, AND (II) ACKNOWLEDGEMENT THAT THE PURCHASER HAS READ AND

UNDERSTOOD THE REQUIRED LEGENDS, THE CONTENT OF THE BUSINESS PLAN

(PART 1), THE OFFERING AGREEMENT (PART 2.), AND EXHIBITS (PART 3).

(2) The offering document must be signed by a duly authorized representative of the issuer

who by such action shall certify that the issuer has made reasonable efforts to verify the

material accuracy and completeness of the information therein contained.



Section 12, Opportunities

12.1. National Ocean Sciences Competition for High School Students

On February 20, 2105, the Department of Commerce, National Oceanic and Atmospheric Administration, (released

solicitation number SEC-OED-2015-2004390, which provides a grant opportunity for a period of five years (Aug. 2015 – Aug.

2020) to develop and operate a National Ocean Sciences Competition for High School Students.

This solicitation supports NOAA's Education Strategic Plan with a specific focus on the following outcomes:

Outcome 1.2: Educators understand and use environmental literacy principles;

Outcome 1.3: Educators, students, and/or the public collect and use ocean, coastal, Great Lakes,

weather, and climate data in inquiry and evidence-based activities;

Outcome 1.4: Lifelong learners are provided with informal science education opportunities focused on

ocean, coastal, Great Lakes, weather and climate topics;

Outcome 2.3: A diverse pool of students with degrees in science, technology, engineering, mathematics

and other fields critical to NOAA’s mission connect to career paths at NOAA and in

related organizations.

Private for-profit entities are not eligible for this opportunity; hence the Company must collaborate with eligible applicants.

Eligible applicants for this grant opportunity include: city or township governments; Native American tribal organizations

(other than Federally recognized tribal governments); special district governments; state governments; private institutions

of higher education; nonprofits that do not have a 501(c)(3) status with the IRS, other than institutions of higher education;

nonprofits having a 501(c)(3) status with the IRS, other than institutions of higher education; public and State controlled

institutions of higher education; Native American tribal governments (Federally recognized); and county governments.

Proposed projects must be between three and five years in duration and have federal requests of $1,500,000 to $2,100,000 for

all years of the project with annual federal requests of no more than $300,000 for year-1 and $450,000 for all subsequent

years. The funding levels for this grant award for the scope of program activities specified in the RFP include a “robust

evaluation” to monitor the “quality of the experience for the participants (be they students, teachers, or volunteers)” and

measure the “impact of the program on the participants.”

The Company will submit a proposal to the NOAA awardee on the basis of a “no-exchange of funds” criterion in

collaboration with The Global Challenge Award, Inc. to: (i) offer iGlobe® Mini DVG technology and curriculum to support

high school entrants in the Competition by conducting original research utilizing NOAA and NASA remote sensing satellite

infrastructure, including the “A” train, to generate original, inquiry-based data visualizations for viewing on DVD

technologies; and (ii) to refer participants in the Carbon Research Collaborative to National Ocean Sciences Competition.

This approach would permit the Company to leverage the national and regional enrollment and outreach efforts of NOAA

and the selected Competition grantee.

Additionally, the Company (and Global Challenge) would also participate in the Clinton Global Initiative (CGI) Oceans

Action Network and Oceans Management Annual Meeting with a Commitment to Action to support the Competition. The

Company’s Founder and Managing Member participated in two previous CGI Commitments to Action: (i) the Intertribal Council

On Utility Policy Green Jobs Initiative (2010-13), and (ii) the Renewable Nations Institute (2012-13). The CGI Oceans Action

Network management team is extending an invitation to the Company for Oceans Action Network membership and a Commitment

to Action. See: https://www.clintonfoundation.org/clinton-global-initiative/meetings/oceans/2015

The Company proposes to submit a proposal to the Competition awardee after awardee selection date of June 30, 2015. The

Company has communicated with NOAA Program Officer, Stacey Rudolph, who will notify the Company after the grant

awardee has been chosen. The proposed start date is no sooner than August 1, 2015. Only one award will be granted under

this solicitation.

See the NOAA RFP abstract and web link to the NOAA solicitation, below:

https://www.clintonfoundation.org/clinton-global-initiative/meetings/oceans/2015



REQUEST FOR PROPOSALS (RFPs), NOAA GRANT: National Ocean Sciences Competition for High School Students

(a) Current Status: http://www.grants.gov/web/grants/view-opportunity.html?oppId=274680

Creation Date: Feb. 20, 2015;

Letter of Intent: N/A

Closing Date for Applications – April 21, 2015

Award Amount: $2.1 million over 5-years: Year-1: $300,000; Year-2 through Year-5: $450,000 per year.

(b) Description: The goal of this funding opportunity is to expose high school students in the United States and its

territories to the excitement of ocean sciences and related fields as well as careers in those fields through an academic

competition and related activities. Projects should be 3-5 years in duration, address at least one of the goals of NOAA's

Education Strategic Plan, involve partnerships among academic institutions; other nonprofits, including free-choice

learning venues; nongovernmental organizations; state, local and Indian tribal governments in the United States; and

have an evaluation that both monitors the quality of the experience for the participants (be they students, teachers, or

volunteers) but also the impact of the program on the participants. Partnerships with NOAA Programs and/or Offices

and/or involve NOAA scientists or other personnel as a resource are required, and partnerships with other Federal

Programs and/or Offices to help support program activities are also encouraged. The impact of the proposed project on

the target audiences must be measurable during the award period. Although it is expected that the project's focal point

will be a tiered academic competition with regional and national-level events involving approximately 2,000 students

annually, it should also provide additional learning experiences for student participants, their peers and their teachers,

such as internships and field or laboratory research experiences. The project should also provide opportunities to

connect students with scientists who can serve as mentors and introduce them to STEM careers, particularly in the

ocean sciences. The project should also demonstrate efforts to engage underserved and/or underrepresented student

communities. Proposed projects must be between three and five years in duration and have federal requests of

$1,500,000 to $2,100,000 for all years of the project with annual federal requests of no more than $300,000 for Year 1 and

$450,000 for all subsequent years. We intend to make one award under this funding announcement and anticipate it

will be made by June 30, 2015. Under this scenario, the project funded under this announcement will have a start date

no earlier than August 1, 2015.

12.2. Green Earth Corps

The Company’s President and Managing Member (d.b.a. SolarQuest Education Foundation, Inc.) and Global Challenge

participated in ITEST Award #DRL-083376 in collaboration with University of North Texas. Under the general conditions of

the grant award ($1.5 million), SolarQuest Education Foundation, Inc. and The Global Challenge Award, Inc. are obligated

to work together to ensure scalability and sustainability of the Middle Schoolers Out to Save the World (MSOSW) program

under the name style “Green Earth Corps” as a classroom curricular activity and/or after-school enrichment program. With

the integration of SolarQuest Education Foundation, Inc. into The Global Challenge Award, Inc., this obligation rests

principally with Global Challenge and is now planned as an integrated “climate change mitigation” program activity of the

Carbon Research Collaborative. Note that the NSF awarded an additional $2 million under Award #DRL-1312168 to

continue project research through 2018. See Section 5.2.4., 5.2.5. and M-SOS-W Project Overview and Principles of Project

Design, below:

Project Overview: M-SOS-W seeks to focus pre-teen enthusiasm for activity in the direction of solving real world

problems, while also promoting knowledge of and interest in science, technology, engineering and mathematics

(STEM). The project focuses on children using energy monitoring equipment in diverse home and community

settings. Student-gathered data will be used to build accurate, scientifically important models of energy

consumption in communities – under the guidance of teachers. Online and in-classroom communications, as well

as cyber-infrastructure tools such as telecommunications, data warehousing systems, visualization applications,

and web site distributions, will be used to help sixth grade students understand the relationship between energy,

economics and climate change. A pilot program in the Galapagos Islands, facilitated by SolarQuest since 2003, has

demonstrated a national impact on Ecuador stemming from the work of secondary school students in building

http://www.grants.gov/web/grants/view-opportunity.html?oppId=274680



data-driven models, communicating about relevant local energy alternatives and understanding the linkage

between energy consumption and biodiversity protection.

Principles of the Project Design: The theoretical foundation of the work – “Productivity-centered Service-learning

(PCSL)” – was established by the Company’s Founder and Managing Partner and demonstrated by both the

SolarQuest and Global Challenge projects. PCSL is a student empowerment model that values the contributions of

students to solve problems in an extended project-based, problem-solving learning environment in which the

relationship between Coupled Human and Natural Systems (CHNS) are assessed through the lens of

socioeconomic and environmental productivity as the primary measure (or index) of sustainability.

Image: Cover Page, Prototype Green Earth Corps Journal (2011)

Global Challenge and the Company are developing a membership-based model for youth participation the Green Earth

Corps. The program model will focus on after-school enrichment and parental involvement as an alternative to the

classroom-based instructional technology market. The EMC at Champlain College will provide a Scope of Work for a

preliminary game-based program model on or before April 30, 2015. The Company will develop a prospectus for inclusion

in this business plan as a potential revenue model once associated costs of game development can be reasonably estimated.



Section 13, The Offering

13.1. Member Classification(s)

The Company shall have four Classifications of Members, as referenced in Part 2, Operating Agreement, Article 3, Section

3.1: Membership, as follows: Class “A,” Founding Members; Class “B,” Accredited Members; Class “C,” Private

Foundations; and “Class “D,” Unaccredited Investor. All classification of Members shall have the right to vote at an annual

meeting of Members to be held within 30 days of the end of each fiscal year, and/or at other special purpose meetings of the

Company shall require an affirmative vote of sixty-six and two-thirds percent (66-2/3%) of all of the Members, and the

simultaneous vote or consent of all of the Class B and Class C Members, for such actions as identified in Article 6 of Part 2,

Operating Agreement. (6.4)

13.2. General Terms of the Offering

Disclaimer: The General Terms of the Offering are a summary of the Articles contained in Part 2, Operating Agreement, as

referenced; the complete text of the Operating Agreement must be consulted with reference to the following terms: Each

Member shall own a Membership Interest as “Equity” in the Company, which may be expressed as a percentage, as shall be

set forth in Part 1, Operating Agreement, Company Schedule A. (3.2; Schedule A) The Manager shall update the Company

Schedule from time to time as it deems necessary to reflect accurately the information to be contained therein. (3.3; Schedule

B). The Manager may admit additional Members (a "New Member") of any class to the Company only upon the execution

by the New Member of a joinder to this Agreement in the form of Schedule B (3.4; Schedule B), which shall be counter-

signed by each New Member and the Manager, on behalf of the Company. Unless otherwise determined by all of the

Members acting unanimously, the Manager shall assign such New Member a Membership Interest in the Company in

proportion to the amount of such New Member's Capital Contribution. (3.4) Upon written request of any Member, the

Company shall provide a list showing the names, addresses and Membership Interests of all Members and the other

information required by the Act (3.5). The Company shall establish and maintain a separate “Capital Account“ for each

Member according to the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). (4.5) The Members' Capital Accounts

normally will be adjusted in accordance with this Agreement on an annual or other periodic basis as determined by the

Manager, but the Capital Accounts may be adjusted more often if a New Member is admitted to the Company if

circumstances otherwise make it advisable in the judgment of the Manager. (4.5.c) No Person shall be entitled to withdraw

any part of such Person's Capital Contributions or Capital Account or to receive any Distribution from the Company, except

as expressly provided in the Operating Agreement or as required by Section 3081(1) or (5) of the LLC Act. (4.7) Except as

expressly provided otherwise in Articles 8 and 12 of the Operating Agreement, the Company shall make Distributions to the

Members in respect of their Membership Interests at any time and from time to time as determined by the Manager in the

Manager’s sole discretion; provided that such Distributions are permitted under any lending agreements to which the

Company or any of its Subsidiaries is a party and under applicable law. Subject to the foregoing and Section 5.1(b),

Distributions shall be made in the following order and priority: (i) To all Members ratably among such Members based

upon their respective Membership Interests. (5.1) Profits and Losses described in Section 4.5(b)(v) shall be allocated in a

manner consistent with the manner that the adjustments to the Capital Accounts are required to be made pursuant to

Treasury Regulation Section 1.704-1(b)(2)(iv)(j), (k) and (m). (5.3) Except as provided in Sections 5.3(b), (c) and (d), the

income, gains, losses, deductions and credits of the Company will be allocated, for federal, state and local income tax

purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits

among the Members for computing their Capital Accounts. (5.4) The Company may withhold from Distributions (or

allocations of Company income, gain, loss, deduction, and credit) to any Member and pay over to any federal, state, local, or

foreign government any amounts required to be so withheld by law and must allocate any such amount to the Member with

respect to which such amounts were withheld. For all purposes of this Agreement, all amounts so withheld must be treated

as amounts actually distributed to the Member with respect to which such amounts were withheld, and such amounts must

be treated as actually distributed at the time paid to the relevant government agency. (5.5) It is the intention of the Members

that the Company be managed and operated by the Manager in accordance with the purposes set forth in the Articles of

Organization of the Company and in Sections 2.2 of the Operating Agreement, and so long as the Company qualifies as a



low-profit limited liability company under the Act. (6.1) Except in accordance with the provisions of Section 3.4, Section 8.2,

or this Article 7, no Member may transfer, sell, assign, pledge, hypothecate, bequeath, give, create a security interest in or

lien upon, place in trust (voting or otherwise), assign, or in any other way encumber or dispose of, directly or indirectly, and

whether or not by operation of law or for value ("Transfer") all or any portion of its Membership Interest. (7.1) In the event a

Member (the "Selling Member") desires to Transfer any portion or all of the Membership Interests held by such Selling

Member (the "Transferring Interests") to a person (the "Offeree"), then prior to any such Transfer becoming effective and

binding upon the Company or the Members the Selling Member shall comply with this Section 7.2 by delivering to each of

the other Members (the "Non-Selling Members") written notice of the intended Transfer (the "Transfer Notice"), which

Transfer Notice must set forth the material terms and conditions thereof, including the purchase price for the Transferring

Interests and the identity of the Offeree and any beneficial owners thereof. (7.2) In connection with any Class C Member's

requirement under Sections 4945(d)(4)(B) and 4945(h) of the Code to exercise expenditure responsibility over any Program

Related Investments (PRIs) and in addition to the quarterly financial statements provided for under Section 9.3, the Class C

Members shall have the right to obtain such full and complete reports or other documentation, and require the Company to

take such other action as may be reasonably requested to enable any Class C Member to comply with the requirements of

Section 4945(h) of the Code. (8.1) The Manager shall provide full and complete financial statements to all Members

concerning the financial condition and results of operation of the Company as promptly as practicable after the end of each

fiscal quarter. Such quarterly financial statements shall be unaudited unless the Manager, in its sole discretion, determines

that audited financial statements are necessary or appropriate. In any quarter in which any Class C Member has an

investment in the Company that is treated by such Class C Member as a PRI, each quarterly report shall be accompanied by

a statement signed by the Manager to the effect that the Company has complied with the terms governing such PRI. (9.3)

13.3. Classification, Number and Price of Units

The Company shall have only one classification of Units known as “Common Units.” The Company shall issue of total of

Ten Million (10,000,000) Common Units as follows: (i) Three Million Nine Hundred Thousand (3,900,000) Class A Units

issued upon the formation of the Company and the execution of the Low-Profit Limited Liability Operating Agreement; (ii)

Six Million One Hundred Thousand (6,100,000) in aggregate of Class B Units, Class C Units and Class D Units, of which One

Million (1,000,000) Units shall be sold pursuant to the State of Vermont Department of Financial Regulation Small Business

Offering Exemption (VSBOE Rule No. S-2014-1 (effective June 16, 2014), and Five Million One Hundred Thousand

(5,100,000) Units shall be retained by the Company and sold under subsequent VSBOE and/or Uniform Limited Offering

Exemption in compliance with Regulation D of the Securities Act of 1933, and upon the filing of a Restated Operating

Agreement with the State of Vermont Department of Financial Regulation and/or the other Regulatory A. (14.10.a) The Price

and Value of the Units (per Unit Price) is One Dollar ($1.00). The Method of Valuation is based upon prior invested capital,

estimated total cash requirement (plus a unit reserve), and the estimated enterprise value of the Company. In aggregate, a

cash and/or cash equivalent invested in prior research and development is as follows: (i) $3,900,000 the Owners and initial

investors; and (ii) $4,000,000 of public investments (program-related grants) for peer-reviewed STEM research. Estimated

total capital requirement is $2,000,000 in Year-1 and Year-2, plus a unit reserve of $3,000,000. Enterprise value is based upon

Exhibit B.3, Statement of Enterprise Value. The unit reserve is the estimated additional investment to achieve DVG market

sales at-scale in the U.S. Digital Content market. (14.10.b)

13.4 Minimum Investment / Unaccredited Investor Limit / Special Conditions

The minimum investment requirement is Two Hundred Fifty Dollars ($250.00). The Company does not have a minimum

amount for the capital raise represented by the Offering Agreement. (14.14)

THE ISSUER OF THE SECURITIES REPRESENTED BY THIS LIMITED LIABILITY COMPANY SHALL NOT ACCEPT MORE

THAN TEN THOUSAND DOLLARS ($10,000.00) FROM ANY SINGLE PURCHASER UNLESS THE PURCHASER IS AN

ACCREDITED INVESTOR AS DEFINED BY RULE 501 OF SEC REGULATION D, 17C., P.R., 230.501. (14.4)

SPECIAL CONDITIONS: THE STATE OF VERMONT DEPARTMENT OF FINANCIAL REGULATION RULE NO. S-2014-1

REQUIRES THAT THE LOW-PROFIT LIMITED LIABILITY COMPANY MUST: (1) VERIFY BY MEANS OF OBTAINING A

CERTIFICATE SIGNED BY THE PURCHASER THAT THE PURCHASER IS A RESIDENT OF THE STATE OF VERMONT (14.4)



(OFFICIAL COMPANY LOGO)

TM

Documents

SOLARQUEST, L 3 · 2015-03-31 · PART 1: BUSINESS PLAN | CONFIDENTIAL SolarQuest L3C, Business Plan, Part 1 | FN: 001_01_SQ_L3C_26_MAR_2015_VSBOE_P1 Page 2 of 58 SOLARQUEST, L3C