New Type of Company

We are a new type of company, some media categorize as social entrepreneurs or social business or green company, but we defy conventional categorization. Our green social community business model is a new idea in the business world and we have no operating history.

E=MC² Company Inc. was organized on June 20, 2007. To date we have engaged primarily in the acquisition of intellectual property, including trademarks, domain names, know-how and copyrights for producing beverages, fashion, sporting goods and social networks. We are also engaged in developing our products and services, including programming our Internet social network, developing a line of beverages with flavor houses, finalizing our business plan, establishing the corporate and other formalities necessary to begin operations, and negotiating relationships with strategic business partners.

Accordingly, we have no operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development. We cannot assure you that we will be successful in addressing the risks we may encounter, and our failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.

The LOHAS (Lifestyles of Health & Sustainability) market is growing rapidly, but continual growth is uncertain

The LOHAS consumer market is growing and it is a $230 billion market segment in the United States alone and a $546 billion market worldwide. Although people are leading a more healthier lifestyle, our success will depend upon the demand for healthy products in the United States, in Canada, in the European Union, in Japan, in China and in other countries worldwide. There can be no assurance that such demand will continue to materialize for healthier living, but with the worldwide population getting older and people living longer the growing health trend should continue. Insufficient market demand for healthy products would have a material adverse effect on our business, financial condition and results of operations.

Our business plan is dependent on successfully closing of distribution agreements with distributors.

We anticipate closing of agreements with major national and international distributors, however there are no guarantees that these transactions will close. Our business plan is dependent upon successfully closing of distribution agreements with distributors, such as soft drink distributors, beer distributors, web content providers and fashion licensees/ wholesalers. Failure to complete these transactions would have a material adverse effect on our business, financial condition and results of operations.


Our business plan is dependent on food and beverage regulations

Even if we are successful in the development of our company, our success will depend upon the food and beverage regulations in numerous countries. We have plans to reformulate our products to meet the government regulations for each country. Changes in laws and regulations could include, but are not limited to, ingredient and labeling changes that could affect or slow down our production of healthy beverages, in such a way that will materially affect our business, financial condition and results of operations.


Our business plan is dependent on Internet censorship by particular countries

Even if we are successful in the development of our company, our success will depend upon the Internet regulations of various countries, which do not allow freedom of expression, censor or block Internet content, such as: China, Iran, Belarus, Cuba, Egypt, North Korea, Syria, Tunisia, Vietnam, Uzbekistan, Burma and Saudi Arabia. These countries may censor or block content from our social networks and other Internet properties, in such a way that will materially affect our business, financial condition and results of operations.

We will need to expand our skilled personnel and retain those personnel that we do hire.

We will be required to hire and retain skilled employees at all levels of our operations in a market where such qualified employees are in high demand and are subject to receiving competing offers. The inability to hire needed employees on a timely basis and/or the inability to retain those that we do hire could have a material adverse effect on our ability to meet the schedules of its strategic plan.

We will need to successfully manage our growth that will be significant for the foreseeable future.

We plan on growing at a rapid pace, which will require, in part, the constant addition of new personnel in all areas of our operations. Even if we are successful in finding and hiring the appropriate personnel, there will be a significant strain placed on our managerial, operation, reporting, and financial resources. We will take steps to put in place the necessary legal, accounting, human resource management, and other relationships and tools to enable us to deal with this growth more efficiently. However, there is no assurance that we will be able to successfully manage this rapid growth.

We are dependent on certain key personnel.

The Company is dependent on the services of David Kam, its Chief Executive Officer, and Kie Sasaki as Executive Vice President. The loss of services of either of these individuals could impair the Company's ability to execute its planned transactions, and manage the operations of the business, and could have a material adverse effect on the Company's business, financial condition and results of operations.

We may be impacted by general economic conditions.

The food and beverage industry is susceptible to negative trends in the national and/or regional economies. The success of our business depends, in part, on a number of factors related to spending patterns in the overall economy. Recent economic reports indicate that the rate of growth of the U.S., and world economies are uncertain and that consumers may choose to economize on food and beverages. These trends may adversely affect the food and beverage industry and could have an adverse impact on our ability to grow or achieve financial profitability.

We may be impacted by competition.

Although healthy beverages and zero calorie sweeteners are growing exponentially, however competition in the food and beverage industry can be fierce, in which large beverage multi-national block competitor products by buying up shelf space at: retailers' shelves, at sports centers, at schools and at institutions. Although, Internet ad distribution, and ad auctions has a healthy growth, competition can be fierce. The success of our business depends how we deal with the competition, in part, on a number of factors related to the execution of our plans, which could have an adverse impact on our ability to grow or achieve financial profitability.

Our business is dependent on securing further intellectual property protections.

Our business plan is dependent on enforcing intellectual property right protections and securing further intellectual property rights. In the event our intellectual property rights are used illegally by counterfeiters or is secured by a competitor, it may require substantial legal fees to protect, consequently, it could have an adverse impact on our ability to grow or achieve financial profitability.

Risks Related to this Offering

We are effectively controlled by our principal shareholders and management, which may limit your ability to influence management and direction of the company.

Our executive officers, directors and principal shareholders and their affiliates will own eighty-five percent of the outstanding shares in the company. As a result, they will effectively control us and direct our affairs, and have significant influence in the election of directors and approval of significant corporate transactions. The interests of these shareholders may conflict with those of other Securities holders. This concentration of ownership may also delay, defer or prevent a change in control of our company and some transactions may be more difficult or impossible without the support of these shareholders.

You will be relying on the judgment of our management regarding our use of proceeds.

We have not designated any specific use for the net proceeds from our sale of Shares described in this memorandum. Rather, we expect to use the net proceeds for general corporate purposes, including working capital and capital expenditures. Consequently, our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management regarding the application of the proceeds. Our management will have the ability to apply the proceeds of this offering as it deems appropriate without shareholder approval.

We have arbitrarily determined the price of the Shares.

There is no present market for the Shares. We have arbitrarily set the price of the Shares with reference to the general status of the securities market and other relevant factors. The offering price for the Shares should not be considered an indication of the actual value of the Shares and is not based on our net worth or prior earnings. We cannot assure you that the Shares could be resold by you at the offering price or at any other price.

There is a limited public market for our securities and there will be restrictions on the transferability of our Shares.

There is currently only a limited public market for any of our securities, such as on Direct Public Offering Boards and on the Green Stock Exchange (GREENSX). We cannot assure you that any such public market will ever develop further. Moreover, any sale of our Shares may be made only pursuant to an effective registration statement under federal and applicable state securities laws or exemptions from such laws. Share transfers shall be subject to the approval of the Company and, in certain cases, may be declined or temporarily suspended by the Company.