Going Deep on the
– Business Plan –
Legal Analysis and Investor Cautions
Mark became aware of the corruption in education back in the 1970s. It was not until the mid-1990s, however, that he became aware of the much larger evils and corruption in the world. He then undertook significant steps to protect his work from these evils—especially legal steps. By 2012, he had become a legal expert with attorney-level knowledge of the law.
He discovered that, in American law, some of the strongest legal protections rely on spirituality and religion, and this is due to the religious clauses in the First Amendment. Based on that, and 100% consistent with his own spiritual/religious beliefs and practices, he created a sophisticated legal structure. Recognizing that, more often than not, the government is the enemy, a central tenant of the structure is: Do not ask government, do not report to government, and do not pay to government unless required by law.
EEC, LOTA and AAGA:
Educational Empowerment Corporation (EEC) is a Nevada nonprofit corporation sole. (Actually, it a fictitious firm name filed in Clark County, Nevada, for the corporation, whose full name is Educator of Truth, and his or her successors, a corporation sole.) A corporation sole is a nonprofit religious entity that is embodied in a sole officer, who is currently Mark, and that itself has no board. AlgebraVictory is being developed by EEC and will be sold by EEC.
We like angels. The Legacy of the Angels (“LOTA”) is an unincorporated, nondenominational spiritual organization (LegacyOfTheAngels.org). LOTA’s Broad Humanitarian Purposes are to uplift humanity and eliminate needless human suffering globally. LOTA has approximately one hundred “Angel Members” who have avowed in writing (with reference LOTA’s simple definition of “Angel”): “I hereby declare that I am an Angel who is sincerely devoted to serving God on the basis of Love, Goodness, Truth, Peace, Joy, Caring and Generosity.” LOTA is governed by its Board of Seraphim, which currently has seven members. Mark is its chairman and is affectionately known at LOTA’s Chief Angel. Other than its records, LOTA itself has no income and owns no money or other property—all financial activity and property ownership is done by entities LOTA governs.
EEC is a “Governed Entity Member” of LOTA, and hence LOTA’s Board has governance authority over EEC. The investment Offering is made by EEC in conjunction with LOTA—the Offering is made exclusively to Angel Members of LOTA, and investors pay their investments to EEC.
Angel’s Assembly for Global Awakening (“AAGA”) is a church organized as a trust, and Mark is its trustee. AAGA holds weekly, nondenominational prayer meetings led by Mark, who is an ordained minister. AAGA is another “Governed Entity Member” of LOTA.
EEC is exempt from IRS determination of its 501(c)(3) status.
Additionally, heart investments constitute donations, which are tax-deductible to the investor in the year the investment is made pursuant to 26 USC 170(c)(2).
The Offering is regulated by charitable solicitation laws.
As explained in the next section below, hearts are not a “security,” and hence the Offering is not regulated by securities laws. Instead, it is regulated by charitable solicitation laws, which exist in most (but not all) states and are drastically less severe than securities laws. There is no federal charitable solicitation law. The laws vary considerably from state to state.
The Offering is structured so that it satisfies exemptions from charitable registration and reporting requirements in all states except Illinois. For this reason, the Offering is VOID in Illinois.
Exemptions in many states are satisfied because EEC is a corporation sole and an integrated auxiliary of AAGA. Many states provide exemptions when a charitable solicitation is made exclusively to the members of a charitable organization. LOTA is a charitable organization that offers free membership to anyone who signs the above-quoted vow. The Offering is made exclusively to Angel Members of LOTA. For this reason, we require that, before investing, a person complete, sign and submit the LOTA membership form. Once that form is submitted, the person is deemed a member, whereupon the Offering becomes available to him or her.
A tremendous, good-faith effort has been undertaken to identify, understand and comply with all applicable laws in all 50 U.S. states, and the U.S. territories. However, laws get added and changed from time to time. The Offering is VOID in any jurisdiction where it fails to comply with any law, and if EEC discovers that an investment has been received from such jurisdiction, EEC shall return the investment to the investor as soon as practicable. If you know about a law that you think the Offering fails to comply with, please notify us via our Contact page.
Hearts are not a “security.”
We like sacred things. EEC’s mission to uplift student minds by way of math education is a sacred mission. Building self-esteem and self-confidence is sacred. Learning to hold the entire algebra on one’s right hand is sacred. Touching the transcendent wonder of the deeper mathematics with one’s left hand is sacred—it constitutes experiencing God in the mathematics. Each of these sacred activities supports LOTA’s Broad Humanitarian Purposes. Hence, AlgebraVictory is what we call a Sacred Venture. Yes, it will make money, but it will do so by means and for purposes that are sacred.
Similarly, investing in hearts is sacred, and that is another reason that hearts are not a “security.” Your investment is not just of money. You must state the following “sacred commitment” on your investment form:
Your nonprofit must meet certain requirements to receive grants paid on your hearts.
First, the nonprofit must become an “Associated Entity Member” (“AEM”) of LOTA. To become an AEM, a nonprofit’s purposes must in some way support LOTA’s Broad Humanitarian Purposes, and it must agree to utilize any grant funds received on investor-owned hearts in furtherance of such purposes. As an AEM, the nonprofit exists within LOTA’s broad humanitarian umbrella of people and organizations devoted to advancing its Broad Humanitarian Purposes—hence, the grants effectively constitute flows within LOTA in furtherance of such purposes.
Second, the nonprofit must provide EEC with documentation of its 501(c)(3) nonprofit, tax-exempt status, which may be an IRS determination letter or, alternatively, a written explanation of how the nonprofit relies on an exemption from IRS determination.
The nonprofit may pay you a reasonable salary or consulting fees, and reasonable expenses, for your services in furtherance of said humanitarian purposes.
If you choose to set up your own nonprofit, you may wish to hire an attorney or legal service to do so. As an alternative to that, EEC intends to provide investors with a form for the creation of a simple nonprofit trust that you (the investor) control as its trustee. The advantage of this option is that the trust will be an integrated auxiliary of AAGA and will, therefore, be exempt from IRS determination of its 501(c)(3) status and exempt from filing annual returns with the IRS. The disadvantages of this option are (a) that LOTA’s Board must have ultimate governance of your nonprofit—the Board will leave control in your hands unless you do something that puts EEC’S own tax-exempt status at risk—and (b) the form does not address state nonprofit tax law and may not work in some states. We intend to make the form available before the first grant distribution.
THE OFFERING INVOLVES A HIGH DEGREE OF RISK. ALTHOUGH WE ARE OPTIMISTIC THAT ALGEBRAVICTORY WILL BE HUGELY SUCCESSFUL, WE CANNOT GUARANTEE IT. IF ALGEBRAVICTORY IS NOT SUCCESSFUL, YOUR INVESTMENT WILL LIKELY PRODUCE NO GRANT RETURNS. DO NOT INVEST ANY MORE THAN YOU CAN AFFORD WITHOUT IT CAUSING YOU OR YOUR FAMILY TO SUFFER.
HEARTS CONSTITUTE A RIGHT OF THEIR OWNER TO CONTROL THE FLOW OF A PORTION OF GRANT FUNDS FROM ONE NONPROFIT (EEC) TO ANOTHER NONPROFIT DESIGNATED BY THE OWNER (WHICH CAN BE THE OWNER’S OWN NONPROFIT). THEREFORE, HEARTS ARE NOT “SECURITIES.” ANY SO-CALLED “INVESTOR PROTECTIONS” PROVIDED BY SECURITIES LAWS DO NOT COVER AN INVESTMENT IN HEARTS. IF YOU BELIEVE YOU NEED GOVERNMENT SECURITIES REGULATORS TO “PROTECT” YOU THROUGH SECURITIES LAWS, THEN DO NOT INVEST IN HEARTS.
IF YOU PURCHASE HEARTS, YOUR INVESTMENT IS DONATED TO EEC, WHICH IS A NONPROFIT, TAX-EXEMPT 501(C)(3) ORGANIZATION. THE OFFERING IS MADE IN COMPLIANCE WITH CHARITABLE SOLICITATION LAWS (NOT ALL STATES HAVE SUCH LAWS, AND THERE IS NO SUCH FEDERAL LAW), AND IN STATES WHERE SUCH LAWS REQUIRE REGISTRATION, THE OFFERING IS MADE IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION.
TO BE QUALIFIED TO PURCHASE THESE HEARTS, YOU MUST BE AN ANGEL MEMBER OF LOTA, YOU MUST NOT BE IN ILLINOIS, AND YOU MUST BE ABLE TO AFFORD TO MAKE YOUR INVESTMENT WITHOUT IT CAUSING YOU OR YOUR FAMILY TO SUFFER. EEC SHALL BE THE SOLE JUDGE OF WHETHER YOU MEET THESE QUALIFICATIONS, AND IN MAKING SUCH DETERMINATION, EEC MAY RELY ON THE REPRESENTATIONS YOU MAKE ON THE INVESTMENT FORM.
THIS PROSPECTUS DOES NOT AND SHALL NOT CONSTITUTE AN OFFER TO SELL HEARTS IN ILLINOIS OR ANY OTHER JURISDICTION LACKING A SUITABLE EXEMPTION FROM REGISTRATION UNDER CHARITABLE SOLICITATION LAWS, OR TO ANYONE WHO DOES NOT MEET THE QUALIFICATIONS.
WITHIN MICHIGAN, THIS PROSPECTUS SHALL CONSTITUTE AN OFFER TO SELL HEARTS FOR UP TO, BUT NOT MORE THAN, $25,000 WHICH IS MICHIGAN’S CHARITABLE EXEMPTION LIMIT.
HEARTS MAY BE TRANSFERRED, BUT ONLY TO ANOTHER ANGEL MEMBER OF LOTA AND ONLY WITHOUT CONSIDERATION—I.E., YOU MAY NOT SELL YOUR HEARTS TO ANOTHER PERSON OR ENTITY. IT IS THEREFORE NOT POSSIBLE TO “CASH OUT” OR OTHERWISE “EXIT” FROM AN INVESTMENT IN HEARTS. IF YOU ARE LOOKING FOR AN “EXIT STRATEGY,” OR IF YOU DESIRE THE INVESTOR PROTECTIONS FOR THE SECONDARY SALE OF “SECURITIES,” THEN DO NOT INVEST.
YOU SHOULD CAREFULLY READ AND COMPLETE THE INVESTMENT FORM BEFORE SIGNING IT. THE FORM INCLUDES A SACRED INVESTMENT COMMITMENT YOU MUST MAKE THAT, TOGETHER WITH YOUR REPRESENTATIONS MADE ON THE FORM AND YOUR PAYMENT TO EEC, CONSTITUTE YOUR SACRED VENTURE INVESTMENT. THEREAFTER, A HEART CERTIFICATE WILL BE MAILED TO YOU AS SOON AS PRACTICABLE.
THERE IS NO GUARANTEE THAT ANY FORWARD-LOOKING STATEMENT MADE IN THIS PROSPECTUS WILL EVER COME TO PASS. OPTIMISTIC PROJECTIONS OF SALES REVENUES AND/OR GRANT PAYMENTS MIGHT NEVER HAPPEN—OR IF THEY HAPPEN MIGHT BE SMALLER OR MIGHT TAKE CONSIDERABLY LONGER TO PAY THAN THE TIME PROJECTED.
WE CANNOT GUARANTEE THAT WE WILL SUCCEED AT RAISING THE FUNDS NEEDED. IF WE ARE UNABLE TO RAISE SUFFICIENT FUNDS TO BUILD AND MAINTAIN OUR OPERATIONS BEFORE SALES REVENUES CAN SUPPORT THEM, THEN WE MIGHT HAVE TO SHUT DOWN OUR OPERATIONS AND YOUR INVESTMENT WOULD LIKELY PRODUCE NO GRANT RETURNS.
THIS PROSPECTUS, INCLUDING THE LOTA ANGEL MEMBERSHIP FORM AND ALGEBRAVICTORY HEART INVESTMENT FORM ACCESSIBLE VIA THE “INVEST NOW!” BUTTONS ON THIS SITE, CONSTITUTE THE ENTIRETY OF THE OFFERING. THE ONLY PERSONS AUTHORIZED TO GIVE INFORMATION OR TO MAKE REPRESENTATIONS ABOUT THE OFFERING ARE THE OFFICERS OF EEC. NO PERSON WHO IS NOT AN OFFICER OF EEC IS SO AUTHORIZED, AND ANY INFORMATION OR REPRESENTATION (WHETHER ORAL, WRITTEN OR IMPLIED BY CONDUCT) MADE BY ANY OTHER PERSON SHALL BE NON-BINDING ON EEC, AND IT SHALL HAVE NO LEGAL EFFECT.
NOTHING IN THIS PROSPECTUS STATES, AND NO REPRESENTATION IS MADE HEREIN, THAT ANY OF THE WORK DONE ON THE ALGEBRAVICTORY PROJECT IS BEING DONE OR WILL BE DONE ON A VOLUNTEER OR UNCOMPENSATED BASIS.
THE VIDEO ON THE HOME PAGE OF THIS WEBSITE MENTIONS THAT 10% OF GROSS REVENUE IS PAID AS GRANTS, HOWEVER, AS EXPLAINED IN THE TABLE ABOVE, THIS PRESUMES A TOTAL OF AT LEAST $450,000 IS INVESTED, AND SMALLER PERCENTAGES APPLY IF LESS THAN THAT IS INVESTED. ALSO, PROJECTED RETURNS OF 35 TIMES YOUR INVESTMENT PRESUMES YOU INVEST DURING PHASE ONE AT THE PRICE OF $1.00 PER HEART, WHICH PRICE WILL INCREASE AFTER $300,000 HAS BEEN RAISED, AND IF YOU PAY THE HIGHER PHASE-TWO PRICE, THE PROJECTED RETURN MULTIPLE WILL BE LESS.
IF YOU FIRST LEARNED ABOUT THE OFFERING FROM A PERSON OTHER THAN AN OFFICER OF EEC, THERE IS A POSSIBILITY THAT SUCH PERSON HAS EXECUTED A FINDER FEE AGREEMENT WITH EEC PURSUANT TO WHICH A FINDER FEE WOULD BE PAID FROM THE PROCEEDS OF YOUR INVESTMENT. DETAILED LIMITATIONS ON THE ROLE OF ANY FINDER ARE SET FORTH IN THE ALGEBRAVICTORY HEART INVESTMENT FORM.
THIS PROSPECTUS HAS BEEN PREPARED BY THE OFFICERS OF EEC. NO OTHER PERSON, INCLUDING ANY REPRESENTATIVE OF ANY GOVERNMENT AGENCY NOR ANY ATTORNEY NOR ANY ACCOUNTANT NOR OTHER PROFESSIONAL, HAS INDEPENDENTLY VERIFIED THE INFORMATION HEREIN OR MAKES ANY REPRESENTATION OR WARRANTY AS TO ITS ACCURACY OR COMPLETENESS.
NOTWITHSTANDING THE ENORMOUS EFFORT THAT HAS BEEN EXPENDED TO ENSURE FULL COMPLIANCE WITH ALL PERTINENT LAWS, WE CANNOT GUARANTEE THAT GOVERNMENT BUREAUCRATS WILL NOT INTERFERE WITH AND/OR OBSTRUCT OUR GOOD WORKS.
PLEASE DO NOT INVEST MORE MONEY THAN YOU CAN COMFORTABLY AFFORD.
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