Form C

Cover Page

Name of issuer:
World Community Exchange
Legal status of issuer:
Form:
Corporation
Jurisdiction of incorporation/organization:
WY
Date of organization:
July 13, 2020
Physical address of issuer:
Headquarters18 Woodridge CtMadison, WI 53704United States
Website of issuer:
https://www.worldcommunityexchange.com
Name of intermediary through which the offering will be conducted:
Fundify Portal, LLC
CIK number of intermediary:
1788777
CRD number, if applicable, of intermediary:
306519
Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering:
Issuer has entered into a Listing Agreement with Fundify Portal, LLC to pay a success fee consisting of a 7.5% (seven and one-half percent) based on the dollar amount of securities sold in the Offering. This fee is to be paid upon disbursement of funds from Issuer’s Fund America escrow account at the time of a closing, based on the Issuer achieving at least the target raise amount as specified in the Offering. The fee will be paid in cash and in securities of the Issuer under the same exact terms as those offered to the general public in the Offering. The percentage of the split between cash and securities is typically 6.0% in cash and 1.5% in securities, subject to negotiation and as specified in the Listing Agreement.
Any other direct or indirect interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest:
Not applicable
Type of security offered:
Common Stock
If Other, describe the security offered:
No answer provided
Target number of securities to be offered:
100
Price:
$167
Target offering amount:
$16,700
Oversubscriptions accepted:
Yes
If yes, disclose how oversubscriptions will be allocated:

First-come, first-served basis

Maximum offering amount (if different from target offering amount):
$112,892
Deadline to reach the target offering amount:
November 03, 2022 at 23:59:59 EDT
Current number of employees:
1
Company financials:
Most recent fiscal yearPrior fiscal year
Total Assets
Most recent fiscal year
$118,158
Prior fiscal year
$1,018
Cash & Cash Equivalents
Most recent fiscal year
$152
Prior fiscal year
$1,018
Accounts Receivable
Most recent fiscal year
$0
Prior fiscal year
$0
Short-term Debt
Most recent fiscal year
$5
Prior fiscal year
$0
Long-term Debt
Most recent fiscal year
$7,050
Prior fiscal year
$0
Revenues/Sales
Most recent fiscal year
$23
Prior fiscal year
$0
Cost of Goods Sold
Most recent fiscal year
$60
Prior fiscal year
$0
Taxes Paid
Most recent fiscal year
$0
Prior fiscal year
$0
Net Income
Most recent fiscal year
$18
Prior fiscal year
$0
Select the jurisdictions in which the issuer intends to offer the securities:
check_boxAlabama
check_boxAlaska
check_boxArizona
check_boxArkansas
check_boxCalifornia
check_boxColorado
check_boxConnecticut
check_boxDelaware
check_boxDistrict Of Columbia
check_boxFlorida
check_boxGeorgia
check_boxHawaii
check_boxIdaho
check_boxIllinois
check_boxIndiana
check_boxIowa
check_boxKansas
check_boxKentucky
check_boxLouisiana
check_boxMaine
check_boxMaryland
check_boxMassachusetts
check_boxMichigan
check_boxMinnesota
check_boxMississippi
check_boxMissouri
check_boxMontana
check_boxNebraska
check_boxNevada
check_boxNew Hampshire
check_boxNew Jersey
check_boxNew Mexico
check_boxNew York
check_boxNorth Carolina
check_boxNorth Dakota
check_boxOhio
check_boxOklahoma
check_boxOregon
check_boxPennsylvania
check_boxRhode Island
check_boxSouth Carolina
check_boxSouth Dakota
check_boxTennessee
check_boxTexas
check_boxUtah
check_boxVermont
check_boxVirginia
check_boxWashington
check_boxWest Virginia
check_boxWisconsin
check_boxWyoming

Offering Statement

Respond to each question in each paragraph of this part. Set forth each question and any notes, but not any instructions thereto, in their entirety. If disclosure in response to any question is responsive to one or more other questions, it is not necessary to repeat the disclosure. If a question or series of questions is inapplicable or the response is available elsewhere in the Form, either state that it is inapplicable, include a cross-reference to the responsive disclosure, or omit the question or series of questions.

Be very careful and precise in answering all questions. Give full and complete answers so that they are not misleading under the circumstances involved. Do not discuss any future performance or other anticipated event unless you have a reasonable basis to believe that it will actually occur within the foreseeable future. If any answer requiring significant information is materially inaccurate, incomplete or misleading, the Company, its management and principal shareholders may be liable to investors based on that information.

The company

1. Name of issuer:
World Community Exchange

Company eligibility

2. Check this box to certify that all of the following statements are true for the issuer.:
check_boxYes
  • Organized under, and subject to, the laws of a State or territory of the United States or the District of Columbia.
  • Not subject to the requirement to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.
  • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
  • Not ineligible to rely on this exemption under Section 4(a)(6) of the Securities Act as a result of a disqualification specified in Rule 503(a) of Regulation Crowdfunding.
  • Has filed with the Commission and provided to investors, to the extent required, the ongoing annual reports required by Regulation Crowdfunding during the two years immediately preceding the filing of this offering statement (or for such shorter period that the issuer was required to file such reports).
  • Not a development stage company that (a) has no specific business plan or (b) has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies.
Instructions:
If any of these statements are not true, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.
3. Has the issuer or any of its predecessors previously failed to comply with the ongoing reporting requirements of Rule 202 of Regulation Crowdfunding?:
No

Directors of the company

4. Provide the following information about each director (and any persons occupying a similar status or performing a similar function) of the issuer.:
Director NameDr. Kenya Walton-Guillot
Principal OccupationEducator
Year Joined as DirectorNovember 5, 2021
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Board Member
Responsibilities
Advisory
Start date
October 1, 2021
End date
October 1, 2021

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Independence University
Position
Adjunct Professor
Responsibilities
Faculty Advisor/Chair work with students through the Capstone, Dissertation, Theses research study process ▪ Present at residencies on effective ways students can complete their research studies ▪ Provide instruction in assigned courses (including applicable work integral to the class) that align with the curricula and outcomes, instructional modalities, course technologies, and faculty expectations ▪ Engage and communicate with students to encourage their course participation and learning while maintaining mutual respect and professionalism ▪ Weekly lectures and live sessions for student engagement ▪ Maintain accessibility for and provide timely responsiveness to students, academic/faculty leadership, and staff ▪ Create and implement business course design
Employer's Principal Business
Education
Start date
August 1, 2021
End date
 
Director NameJessica Perez
Principal OccupationPresident Consulting Company
Year Joined as DirectorJuly 15, 2021
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Board Member
Responsibilities
Advisory
Start date
August 15, 2021
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Independence University
Position
Adjunct Instructor
Responsibilities
Instructor, tutor, student advising, career development Conduct classes in accordance with syllabi and lesson plans Prepare, administer and grade assignments, quizzes and tests Maintain records of students, grades, labs, attendance and homework assignments Advise students as needed to achieve successful completion Prepare administrative reports as needed
Employer's Principal Business
Education
Start date
February 2, 2020
End date
 
Director NameAlice Reybitz
Principal OccupationEducator
Year Joined as DirectorJuly 15, 2021
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Secretary of Board
Responsibilities
Board Management
Start date
January 1, 2022
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Libman Education
Position
Education
Responsibilities
Wrote Webinar presentations in PowerPoint Articulate for CEUs. Reviewed CEU material written by other authors.
Employer's Principal Business
Education
Start date
December 1, 2016
End date
 
Director NameLori Hayes
Principal OccupationRetired
Year Joined as DirectorJanuary 13, 2021
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Vice President Board of Directors
Responsibilities
During the absence or disability of the President, the Executive Vice-Presidents, in the order designated by the Board of Directors, may exercise all functions of the President. Each Vice-President may have such powers and fulfill such duties as may be assigned to him or her by the Board of Directors.
Start date
August 19, 2021
End date
 
Position
Secretary of the Board of Directors
Responsibilities
The Secretary must: a) Issue notices for all meetings, except for notices for special meetings of shareholders and special meetings of the Directors which are called by the requisite number of shareholders or Directors; b) Keep the minutes of all meetings; c) Have charge of the corporate seal and books; d) Make reports and perform duties as are incident to the office, or are properly required of him or her by the Board of Directors. The Assistant Secretary, or Assistant Secretaries in the order designated by the Board of Directors, will perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board.
Start date
July 13, 2020
End date
August 18, 2021

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
University of Wisconsin School of Medicine and Public Health
Position
Distinguished Clinical Nurse Specialist-Neuro-Oncology
Responsibilities
Management of patients receiving radiation chemotherapy and surgery to their brain for benign and malignant tumors. Management of the stereotactic radiosurgery program and staff. Symptom management of patients undergoing treatment in clinical trials as well as development and implementation of clinical trials at the UW. Started and coordinated a brain tumor support group.
Employer's Principal Business
Health Care
Start date
May 17, 1999
End date
February 6, 2020
Director NameRosie Rey
Principal OccupationEducator/Entreprenuer
Year Joined as DirectorJanuary 13, 2021
StatusFull Time

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
CEO
Responsibilities
Operations manager
Start date
July 30, 2020
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
No Worries LLC
Position
Owner/Founder
Responsibilities
Opened, designed and grew the company which provided B2B contractual and ala carte support services to small companies and start-ups.
Employer's Principal Business
B2B support - small to medium sized companies & start-ups
Start date
July 1, 2008
End date
July 2, 2018
Employer
Independence University
Position
Dean
Responsibilities
Designed, Implemented and managed the FST department (previously held FPA position)
Employer's Principal Business
Education
Start date
August 1, 2020
End date
August 15, 2021

Officers of the company

5. Provide the following information about each officer (and any persons occupying a similar status or performing a similar function) of the issuer.:
Officer NameAlice Reybitz
TitleSecretary/Treasurer of Board
Date JoinedOctober 1, 2021
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Secretary of Board
Responsibilities
Board Management
Start date
January 1, 2022
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
Libman Education
Position
Education
Responsibilities
Wrote Webinar presentations in PowerPoint Articulate for CEUs. Reviewed CEU material written by other authors.
Employer's Principal Business
Education
Start date
December 1, 2016
End date
 
Officer NameLori Hayes
TitleVP of Board
Date JoinedJuly 13, 2020
StatusAdvisory

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
Vice President Board of Directors
Responsibilities
During the absence or disability of the President, the Executive Vice-Presidents, in the order designated by the Board of Directors, may exercise all functions of the President. Each Vice-President may have such powers and fulfill such duties as may be assigned to him or her by the Board of Directors.
Start date
August 19, 2021
End date
 
Position
Secretary of the Board of Directors
Responsibilities
The Secretary must: a) Issue notices for all meetings, except for notices for special meetings of shareholders and special meetings of the Directors which are called by the requisite number of shareholders or Directors; b) Keep the minutes of all meetings; c) Have charge of the corporate seal and books; d) Make reports and perform duties as are incident to the office, or are properly required of him or her by the Board of Directors. The Assistant Secretary, or Assistant Secretaries in the order designated by the Board of Directors, will perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board.
Start date
July 13, 2020
End date
August 18, 2021

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
University of Wisconsin School of Medicine and Public Health
Position
Distinguished Clinical Nurse Specialist-Neuro-Oncology
Responsibilities
Management of patients receiving radiation chemotherapy and surgery to their brain for benign and malignant tumors. Management of the stereotactic radiosurgery program and staff. Symptom management of patients undergoing treatment in clinical trials as well as development and implementation of clinical trials at the UW. Started and coordinated a brain tumor support group.
Employer's Principal Business
Health Care
Start date
May 17, 1999
End date
February 6, 2020
Officer NameRosie Rey
TitleCEO
Date JoinedJuly 13, 2020
StatusFull Time

Previous positions

PositionResponsibilitiesStart dateEnd date
Position
CEO
Responsibilities
Operations manager
Start date
July 30, 2020
End date
 

Business experience

EmployerPositionResponsibilitiesEmployer's Principal BusinessStart dateEnd date
Employer
No Worries LLC
Position
Owner/Founder
Responsibilities
Opened, designed and grew the company which provided B2B contractual and ala carte support services to small companies and start-ups.
Employer's Principal Business
B2B support - small to medium sized companies & start-ups
Start date
July 1, 2008
End date
July 2, 2018
Employer
Independence University
Position
Dean
Responsibilities
Designed, Implemented and managed the FST department (previously held FPA position)
Employer's Principal Business
Education
Start date
August 1, 2020
End date
August 15, 2021
Instructions:

For purposes of this question, the term officer means a president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any person that routinely performing similar functions.

Principal security holders

6. Provide the name and ownership level of each person, as of the most recent practicable date, who is the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power.:
NameNo. and Class of Securities now Held% of Voting Power Prior to Offering
Name
Lori Hayes
No. and Class of Securities now Held
385 shares of Class A
% of Voting Power Prior to Offering
26%
Name
Rosie Rey
No. and Class of Securities now Held
385 shares of Class A
% of Voting Power Prior to Offering
26%
Instructions:

he above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.

To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being “beneficially owned.” You should include an explanation of these circumstances in a footnote to the “Number of and Class of Securities Now Held.” To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.

Business and anticipated business plan

7. Describe in detail the business of the issuer and the anticipated business plan of the issuer.:

Who We Are


Executive summary

World Community Exchange is a truly unique shopping experience dedicated to eradicating economic disparity for underrepresented communities and specifically the women who are members of those communities.

Our mission is to create a sustainable and profitable system of eCommerce to increase economic independence for women world-wide.

Our vision is a world without economic disparity or oppression based on sex, gender, or sexual identity.

Company description

On our site, customers will thoughtfully shop while sustaining world-wide economic independence for artisans, craftspeople, individuals, and families. We are a transparent, fair trade, equitable company providing you with quality, unique and unparalleled products that not only enhance the quality of your life but also the quality of the lives of the wonderful people who pour their heart and skills into making them.

In the publication “Global Women’s issues: Women in the world Today, extended version”* produced by the Bureau of International Information Programs, US Department of of State, Ilham Zhiri is quoted as saying, “Women connect right away and they seem to have this instinct to help each other” Our team is a prime example of this as we come from a wide range of professional and personal backgrounds and varied areas of expertise, yet we are all dedicated as individuals and as a team, to our mission and vision for economic independence for women. 

Organization and management

World Community Exchange is a C-Corporation registered in the State of Wyoming, USA. Our primary office is located in Madison, WI

The management of all the Corporation’s affairs, property, and interests is vested in the Board of Directors. The board consists of no less than five and no more than nine individuals. The executive committee consists of the President, Vice President, Treasurer, and Secretary. The Board consists of people who are elected for a term of two years, and hold office until their successors are elected and qualified. Board members need not be shareholders or residents of the State of Wyoming. 

The Executive Committee will have and exercise all of the authority of the Board, except that it may not amend the Articles of Incorporation or Bylaws, adopt a plan of merger or consolidation, recommend the sale, lease, exchange or other disposition of all or substantially all the Corporation’s property and assets (ther than in the equal and regular course of business), or recommend a voluntary dissolution or revocation.

The Board of Directors  can and should supervise employees of the corporation who manage the day to day operations. They do so by hiring a CEO or Managing Director who then has the authority to hire, manage, and direct the corporation as they see fit. The Board may ask for periodic reporting from the  CEO or Managing Director which will be subsequently provided. 

*Aragon, J, Miller, M, Global Women's Issues: Women in the World Today,

extended version. Bureau of International Information Programs.  BC: BCcampus. Retrieved from https://opentextbc.ca/womenintheworld/


Our Clientele


Marketing and sales

World Community Exchange provides original art and hand-crafted one of a kind products for our discerning and socially conscious clients.

Our shops include a Shopify eCommerce site, Instagram, Pinterest, and Facebook store. We also host an online world-wide women owned business directory.

We use existing avenues to reach our target market such as: community radio, fair trade forums and organizations, women based organizations, podcasts and local events/organizations that support fair trade and women artists. We have also found that due to the nature of our business including our mission and vision statement word of mouth is extremely valuable. Therefore we spend a great deal of time talking with people such as women’s groups, other fair trade organizations, the press including community radio, podcasters, influencers, and  independent news outlets, 

We also will use targeted marketing on streaming platforms, shout outs from appropriate influencers and proven SEO and online marketing strategies.

Sales from any of our stores funnel through Shopify and are managed by our team. Automated communication keeps our client in touch throughout the process from thank you emails/SMS to receipt of the product. Once an order is placed the inventory is procured from our vendor. Much like a “Just in Time” manufacturing plant we are using “drop shipping” practices to ensure low overhead and risk. By doing so we are minimizing if not completely eliminating carrying products that are not selling, avoiding the costs associated with warehousing and employees to staff the warehouse and warehouse logistics.

We have an agreement with the independent artisans to ship not later than 48 hours after we provide them with the order information. They have marketing materials supporting WCE to pack in every shipment which they print at their office. We provide them with the customer information as well as any shipping documents they need, which they also print at their office.

For the artisans who sell through brokers we have accounts set up with each broker to purchase online and have them drop ship the items directly to the customers. They then handle the shipping documents and process. When available, we have provided WCE marketing materials to be included in the shipment as well.

Once an item has sold it is removed from the site unless there are versions. If that is the case just that version is removed. We update inventory weekly using ShopSync for our brokers. Some are already connected. For the brokers that do not have that technology we feed an inventory .csv through ShopSync. Our independent artisans agree to sell the items they have on our site exclusively through us so we do not need to check on inventory. Once something is sold it is taken down, until then it is available.


What We Provide


World Community Exchange is dedicated to the principles of fair trade as outlined by the World Fair Trade Organization. We are applying to become members and intend to complete the process by December 2022. In the meantime we adhere to the principles in every way we can to protect the members of our team including our clientele, artisans, makers, operational team, board of directors, and investors. Unlike commodity certifiers the “WFTO Guarantee System assesses the entirety of a business, not just a specific product, ingredient, or supply chain. It includes an assessment of the enterprise’s structure and business model, it’s operations and it’s supply chains.” It is also an essential part of the WCE mission and vision.

Equitable commerce is profitable commerce. In direct contradiction to a common myth that hand crafted is not quality or is somehow sub-standard we seek out the best products we can find world wide. We look for beautiful products that will appeal to our discerning and socially conscious consumers while supporting the community and our planet. An example of this type of product is:

Silvia - Recycled Tire Handbag

Handmade in El Salvador using inner tubes salvaged from car and truck tires with recycled leather accents, Silvia doubles as an elegant day or nighttime accessory that keeps the Planet looking good, too.

  • Measures 8 inches high x 13 1/2 inches wide x 4 inches deep
  • Cotton lining with cell phone pocket, 7 x 4 inch zippered pocket and a built-in clasp for keys
  • Single 18 inch strap (9 inch drop length)
  • Magnetic buckle flap closure

Due to its recycled nature, no two bags are exactly the same. Handmade in El Salvador and fair trade imported.

We work exclusively with woman owned businesses. We do not discriminate based on any race, religion, socio-economic status, color, national origin, age, disability, sexual orientation, or genetic information. Our women team members self-identify and we do not question that choice. 

We follow the WBENC (Women’s Business Enterprise National Council) model and are in the process of getting certification. Per WBENC a woman owned business is one that is “at least 51 percent owned, controlled, operated, and managed by a woman or women. This means one or more women must have unrestricted control of the business, a demonstrated management of day-to-day operations, and a proportionate investment of capital or expertise.” www.wbenc.org

Between our commitment to fair trade practices and our dedication to our mission and vision we provide opportunities for our discerning and socially conscious clientele to purchase quality goods.

In addition, we provide a sister-site which is collecting information on woman-owned and/or operated service industry organizations. These include those businesses that do not have products which can be sold on our eCommerce website. This is a value-added feature that we offer to our clientele at no additional cost. We charge the businesses a reasonable and below-market fee to help design their banner, optimize their presence and be featured on our site. If the woman owned business is economically challenged whether through being a start up, in an additional historically disenfranchised group, or in a depressed economic environment we will waive or reduce the fee. 


Our Market & Competition


We have done extensive research on our obvious and not so obvious competition. What we have found is that most sites simply take money from artists and/or makers to exist on their site. Little to no support is offered. Most if not all of the technological and marketing prowess falls on the maker who usually has little to no knowledge of best practices in these areas. 

In addition, most do not provide any resources to their makers on proper pricing. Some help with shipping but most do not. All take fees in various ways including up front fees to have a “sellers account” and set up fees, as well as percentage of sales. This leaves the artists and makers struggling to figure out how much they will actually earn. 

By eliminating these practices we will entice the best makers to showcase their work on our site. By doing this we will provide our clientele with the best the artists and makers of the world have to offer. Our goal is to create the world’s largest for-profit market of hand crafted goods by December 2022.

There are two big names online in our industry. They are Etsy and Amazon. 


Etsy:


By simply Googling Etsy online you can find just how unsatisfied both their vendors and customers are. They charge exorbitant prices, are hard to search and allow products that are not just hand crafted. It is often hard to tell makers from resellers. In addition, they are only now speaking to how they can use their site to “make a positive impact” and “push(ing) for positive change for small businesses, people, and the planet. That is vague at best. The one thing that is impressive is that they claim that Etsy is powered by 100% renewable energy although it is not evident what the specifics are behind that claim.


The biggest things outside of simply following our mission, vision and best practices in an aggressive marketing campaign that we can do to challenge Etsy are: 1. create a much more appealing site and app, and 2. Take away the quality artists and makers from their site.



Amazon Handmade:


Obviously Amazon is an eCommerce giant. However, their handmade section is an after-thought at best. They provide a custom URL to their artisans (they do not mention makers) but no virtually no support. True to their normal practice they charge step fees. They claim to not have hidden fees other than the 15% they take off the sales generated on their site. But they do not obviously discuss the costs involved in shipping, do not offer support regarding proper pricing, etc. In addition, the fees are IF the vendor is already on Amazon. If not they must commit to a monthly subscription fee. 


Their biggest strength is that this handmade store is connected to Amazon. They also have some history of being socially conscious at least when it comes to climate change. But among their weaknesses one of the worst is that they are trying to shove handmade into their manufactured paradigm. This is true to the point that they restrict the type of things their artisans can make. 


The biggest things outside of simply following our mission, vision, and best practices in an aggressive marketing campaign that we can do the challenge Amazon are: 1. Create a much more appealing site and app, and 2. Take away the quality artists and makers from their site, and 3. Continue to point out that we are not competing with Amazon but with Amazon Homemade. Our marketing needs to draw attention to the fact that this is an afterthought for Amazon and as much as possible for now David and Goliath them.


The rest of the sites we analyzed include:



Aftcra

http://www.aftcra.com

ArtFire

https://www.artfire.com

IndieCart

https://indiecart.com

Storeenvy

http://www.storenvy.com

Zibbet

https://www.zibbet.com

Society6

https://society6.com/sell-art

Cargoh

http://www.cargoh.com

World Wide Arts Resources #1

https://www.wwar.com

World Wide Arts Resources #2

https://www.absolutearts.com

Cratejoy

https://www.cratejoy.com/sell/

iCraft

https://icraftgifts.com/sell.php

Spoonflower

https://www.spoonflower.com/welcome


We found little support, many fees, limited products available and little to no mention of fair trade or socially responsible business practices.

Our major goal is to take as many quality artists and makers as possible as quickly as possible. One of the main things we can do to dominate this segment of the eCommerce market is to offer as many choices as possible. 

In the fair trade world there are several directories and sites dedicated to promoting fair trade shops and retail establishments both online and brick/mortar. What we found while doing our research is that while there are many terrific products available the sites, and shopping opportunities are scattered and fragmented. 

What we provide is a virtual one-stop-shopping experience to our clientele. We also have the fair trade practices and socially conscious appeal that the fair trade stores have. In addition, we have found that by reaching out and sharing our mission and vision we have gained the support of many in the fair trade community. By working collaboratively and respectfully with this group we can grow further than if we directly competed in a traditional “cut throat” business way. 

It is our assertion that our biggest competition would be with someone who has yet to emerge. Whether it is an already established site or a newcomer our idea is strong for many reasons. At this time not only in our industry but also in our world consumers have more power to “vote with their dollars” than ever before. They also are becoming more aware of the world at large in ways that historically were not possible. Finally while eCommerce has been a steadily growing industry due to recent events it has the potential to once again grow explosively and we are seeing that trend already. We must situate ourselves in the market as the leader in socially responsible eCommerce spending as well as at the forefront of women’s growth and rise as industry leaders. In addition, we need to be aware and approachable for the wave of consumers who are just now making their way online. To do so we must:

  • Have a strong, fast, easily usable site for our clientele,
  • Have a easy approachable system of onboarding for our artists and makers,
  • Be present online consistently, approachably and with education as well as specific product marketing in mind,
  • We must educate and market ourselves, fair trade concepts, etc. through the stories on our site as well as our marketing campaigns,
  • We must promote WCE through more traditional and offline channels such as community radio to reach the consumers who are untrusting of the current eCommerce sites and/or have yet to make the step to purchasing online.

For more information please see our SWOT analysis .pdf provided on request at any time.

Risk factors

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment.

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 or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document.

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

8. Discuss the material factors that make an investment in the issuer speculative or risky:
WCE is brand new and has been boot-strapped by the two founders, Rosie and Lori. Growth will be limited by the amount of capital invested and obtained. The biggest competitors are two of the largest online presences today - Etsy & Amazon handmade. COVID among other global issues has made predicting purchases behavior more difficult than it has ever been. One of the single biggest obstacles to growth will be the ability to continue toward becoming truly world-wide i.e. finding solutions to logistical issues in drop shipping with unlimited points of origin and destination.

Limited Operating History
We have limited operating history upon which you can evaluate our performance, and accordingly, our prospects must be
considered in light of the risk that any new company encounters.
The Company is still in its early phases and has not yet implemented its business plan. There can be no assurance that we will ever
operate profitably. The likelihood of our success should be considered in light of the problems, expenses, difficulties, complications
and delays usually encountered by early stage companies. The Company may not be successful in attaining the objectives necessary
for it to overcome these risks and uncertainties.

Additional Funds
The company may need additional sources of capital to build out it's operations in the future, with different rights to the shares. The company may also need to amend it's certificate of incorporation to issue additional common shares. 

We have not prepared any audited financial statements.
Therefore you have no audited financial information regarding the Company’s capitalization or assets or liability on which to make
your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.
The amount of capital the Company is attempting to raise in this Offering may not be enough to sustain the Company’s
current business plan.
In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount
raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not
able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in
jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets,
which could cause an Investor to lose all or a portion of their investment.

We may face potential difficulties in obtaining capital.
We may have difficulty raising needed capital in the future as a result of, among other factors, our lack of revenues from sales, as well
as the inherent business risks associated with our Company and present and future market conditions. We will require additional
funds to execute our business strategy and conduct our operations. If adequate funds are unavailable, we may be required to delay
product launches or marketing efforts, any of which may materially harm our business, financial condition and results of operations.

Founding/Managing Team
As a startup organization, the company is still very dependent on its co-founders. If anything catastrophic were to happen to the company's founding team, the future of the company may be compromised. Rosie Rey and Lori Hayes each own 50% of the company's outstanding stock at this time. 

We may not be able to manage future growth effectively.
If our business plan is successful, we may experience significant growth in a short period of time and potential scaling issues. Should
we grow rapidly, our financial, management and operating resources may not expand sufficiently to adequately manage our growth. If
we are unable to manage our growth, our costs may increase disproportionately, our future revenues may stop growing or decline and
we may face dissatisfied customers. Our failure to manage our growth may adversely impact our business and the value of your
investment.

Access to World Fair Trade Organization
Due to the nature of the business, WCE will need to become a member of the world fair trade organization in order to promote fair trade.

Reliable on 3rd Party Vendors
The Company relies on Shopify for hosting and other third party technology vendors for payments and financial services. Any interruption in the availability of these services could have material negative impact on our ability to deliver service to users, as well as the profitability of these operations. Interruptions could occur due to both Internet outages as well as policy changes or terms violations according to these third parties. The prospect of increased regulation and/or Internet censorship may create access challenges to our users and service offerings. Our long-term vision is to extract all third party hosting requirements in order to become independently sustainable.
Instructions:

Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer’s business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified. Add additional lines and number as appropriate.

The Offering

Use of funds

9. What is the purpose of this offering?:
We will be continuing our growth by increasing the hours of our team members specifically focused on marketing and operations, optimizing our social media and online presence, launching our marketing campaigns and streamlining our site(s). Once we have begun balanced and substantive growth in both our maker team and clientele we will focus on our app. Please be aware that there is a fee associated with Fundify and all funds due to Fundify will be dispersed in accordance with our agreement.
10. How does the issuer intend to use the proceeds of this offering?:

DetailsTarget (T1)Maximum
Growth / Scalability 3,000.00  23,000
Marketing & Sales 7,000.00  37,000
Capital Costs / Website 4,500.00 21,500
Reserves 1,035.00  21,516
Services Rendered & Reimbursements
Reimbursements - CPA review/Legal/Compliance      -     2,000
Capital Costs
Fundify Cost of Capital 6%       932 6,301
Fundify 1.5% reinvested into Company   2331,575
Total Capital Raise Amount16,700112,892
Cost of Capital by Percentage 8.7%


See Section 9 "What is the purpose of this offering"
Instructions:
An issuer must provide a reasonably detailed description of any intended use of proceeds, such that investors are provided with an adequate amount of information to understand how the offering proceeds will be used. If an issuer has identified a range of possible uses, the issuer should identify and describe each probable use and the factors the issuer may consider in allocating proceeds among the potential uses. If the issuer will accept proceeds in excess of the target offering amount, the issuer must describe the purpose, method for allocating oversubscriptions, and intended use of the excess proceeds with similar specificity. Please include all potential uses of the proceeds of the offering, including any that may apply only in the case of oversubcriptions. If you do not do so, you may later be required to amend your Form C. Fundify is not responsible for any failure by you to describe a potential use of offering proceeds.

Delivery & Cancellations

11. How will the issuer complete the transaction and deliver securities to the investors?:
World Community exchange will issue to investors the right to certain shares of the company's capital stock directly correlating to the amount of their investment. No partial shares can exist or will be issued. Each share is valued at $167 and the total investment will be divided by that number to determine the number of shares the investor holds. The certificates will be distributed via USPS. These shares are voting shares and the holder will be authorized to participate and vote in our annual shareholder meeting each January. 
12. How can an investor cancel an investment commitment?:

NOTE: Investors may cancel an investment commitment until 48 hours prior to the deadline identified in these offering materials.

The intermediary will notify investors when the target offering amount has been met. If the issuer reaches the target offering amount prior to the deadline identified in the offering materials, it may close the offering early if it provides notice about the new offering deadline at least five business days prior to such new offering deadline (absent a material change that would require an extension of the offering and reconfirmation of the investment commitment).

If an investor does not cancel an investment commitment before the 48-hour period prior to the offering deadline, the funds will be released to the issuer upon closing of the offering and the investor will receive securities in exchange for his or her investment.

If an investor does not reconfirm his or her investment commitment after a material change is made to the offering, the investor’s investment commitment will be cancelled and the committed funds will be returned.

An Investor’s right to cancel. An Investor may cancel his or her investment commitment at any time until 48 hours prior to the offering deadline.

If there is a material change to the terms of the offering or the information provided to the Investor about the offering and/or the Company, the Investor will be provided notice of the change and must re-confirm his or her investment commitment within five business days of receipt of the notice. If the Investor does not reconfirm, he or she will receive notifications disclosing that the commitment was cancelled, the reason for the cancellation, and the refund amount that the investor is required to receive. If a material change occurs within five business days of the maximum number of days the offering is to remain open, the offering will be extended to allow for a period of five business days for the investor to reconfirm.

If the Investor cancels his or her investment commitment during the period when cancellation is permissible, or does not reconfirm a commitment in the case of a material change to the investment, or the offering does not close, all of the Investor’s funds will be returned within five business days.

Within five business days of cancellation of an offering by the Company, the Company will give each investor notification of the cancellation, disclose the reason for the cancellation, identify the refund amount the Investor will receive, and refund the Investor’s funds.

The Company’s right to cancel. The Investment Agreement you will execute with us provides the Company the right to cancel for any reason before the offering deadline.

If the sum of the investment commitments from all investors does not equal or exceed the target offering amount at the time of the offering deadline, no securities will be sold in the offering, investment commitments will be cancelled and committed funds will be returned.

Ownership and Capital Structure

The offering

13. Describe the terms of the securities being offered:
World Community Exchange is incorporated in Wyoming USA and is governed by the laws of that state. The World Community Exchange corporation hereby issues to the investor the right to certain shares of the company's common stock.  The total number of shares to be offered is 676. The shares are currently valued at $167.  The value of all sales currently being offered is $112,892. All securities offered have voting rights. Distribution rights: subject to the SEC regulations, shareholders must hold their shares for 12 months before selling. 
14. Do the securities offered have voting rights?:
Yes
15. Are there any limitations on any voting or other rights identified above?:
No
16. How may the terms of the securities being offered be modified?:
The terms of the securities being offered may be modified by the vote or written consent of holders holding at least a majority of the votes represented by all outstanding shares of capital stock of the issuer entitled to vote.

Restrictions on Transfer of the Securities Being Offered

The securities being offered may not be transferred by any purchaser of such securities during the one year period beginning when the securities were issued, unless such securities are transferred:

  1. to the issuer;
  2. to an accredited investor;
  3. as part of an offering registered with the U.S. Securities and Exchange Commission; or
  4. to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

The term “accredited investor” means any person who comes within any of the categories set forth in Rule 501(a) of Regulation D, or who the seller reasonably believes comes within any of such categories, at the time of the sale of the securities to that person.

The term “member of the family of the purchaser or the equivalent” includes a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the purchaser, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Description of Issuer's Securities

17. What other securities or classes of securities of the issuer are outstanding? Describe the material terms of any other outstanding securities or classes of securities of the issuer.:
# of Shares%Par Value at IssueValue @ Funding/Q4 2021 based on $250,000 valuationIssued ToIssue Date
10.07%$100$166.66Rosie Rey07/13/2020
10.07%$100$166.66Lori Hayes07/13/2020
38425.60%$100$63,997.44Rosie Rey07/13/2021
38425.60%$100$63,997.44Lori Hayes07/13/2021
543.60% $8,999.64Remain held by WCE - use payment for Fundify or similaras of 7/13/2021
67645.07% $112,662.16Open for investors  
      
1500  $250,000.00  
      
      

Securities owned by shareholders are the same class of securities as owned by the founding team. The securities offered have voting rights, and each share is entitled to 1 vote for each share of common stock at meetings for shareholders. 
18. How may the rights of the securities being offered be materially limited, diluted or qualified by the rights of any other class of security identified above?:
The rights of the securities being offered may not be materially limited, diluted or qualified by the rights of any other class of security. We have a single class.
19. Are there any differences not reflected above between the securities being offered and each other class of security of the issuer?:
No
20. How could the exercise of rights held by the principal shareholders identified in Question 6 above affect the purchasers of the securities being offered?:
All shareholders have one vote per share issued. Each vote is equal. 
21. How are the securities being offered being valued? Include examples of methods for how such securities may be valued by the issuer in the future, including during subsequent corporate actions.:
We requested and received a professional valuation from Tony Drexel Smith.  https://www.linkedin.com/in/tonydrexelsmith/
22. What are the risks to purchasers of the securities relating to minority ownership in the issuer?:
All shareholders have one vote per share issued. Each vote is equal.
23. What are the risks to purchasers associated with corporate actions, including additional issuances of securities, issuer repurchases of securities, a sale of the issuer or of assets of the issuer or transactions with related parties?:
It is not our intention to issue additional securities. Any holder of a security may after the waiting period, sell their shares. 
24. Describe the material terms of any indebtedness of the issuer:
WCE does not carry any debt to anyone outside of the organization. There are no obligations to anyone other than the founders who have provided loan/LOC to start and cover overhead. The terms are generous and WCE is not in re-payment at this time. 
Instructions:
Name the creditor, amount owed, interest rate, maturity date, and any other material terms.
25. What other exempt offerings has the issuer conducted within the past three years?:
None
26. Was or is the issuer or any entities controlled by or under common control with the issuer a party to any transaction since the beginning of the issuer’s last fiscal year, or any currently proposed transaction, where the amount involved exceeds five percent of the aggregate amount of capital raised by the issuer in reliance on Section 4(a)(6) of the Securities Act during the preceding 12- month period, including the amount the issuer seeks to raise in the current offering, in which any of the following persons had or is to have a direct or indirect material interest:
  1. any director or officer of the issuer;
  2. any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power;
  3. if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
  4. or (4) any immediate family member of any of the foregoing persons.
Yes
Instructions:

The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this Question and Answer format.

The term “member of the family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Compute the amount of a related party’s interest in any transaction without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the approximate amount involved in the transaction.

Financial Condition of the issuer

27. Does the issuer have an operating history?:
Yes
28. Describe the financial condition of the issuer, including, to the extent material, liquidity, capital resources and historical results of operations:
We are a brand new organization with no lengthy history. We are entirely online and have kept our overhead low. We do not own any property. We are drop-ship and therefore do not own, store, or purchase stores of inventory. Our assets are also limited therefore and consist primarily of TM brand, URLs, copywritten materials, and the like. Currently, the business is running on capital provided by the founding team members.

The only external capital provided for the business was a loan by Lori Hayes as described below:

$9,000.00  Date: December 15, 2021 


For value received, the undersigned World Community Exchange (the "Borrower"), at 30 N Gould St, Sheridan, Wyoming 82801, promises to pay to the order of Lori Hayes (the "Lender"), the sum of $7,000.00 with interest from December 15, 2021, on the unpaid principal at the rate of 8% per annum for 60 months. 

Instructions:

The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.

Financial Information

29. Include financial statements covering the two most recently completed fiscal years or the period(s) since inception, if shorter:

Please reference the attached appendix document "Financial Attestation"

Stakeholder Eligibility

30. With respect to the issuer, any predecessor of the issuer, any affiliated issuer, any director, officer, general partner or managing member of the issuer, any beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, any promoter connected with the issuer in any capacity at the time of such sale, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of securities, or any general partner, director, officer or managing member of any such solicitor, prior to May 16, 2016:
Has any such person been convicted, within 10 years (or five years, in the case of issuers, their predecessors and affiliated issuers) before the filing of this offering statement, of any felony or misdemeanor:
in connection with the purchase or sale of any security?:
No
involving the making of any false filing with the Commission?:
No
arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?:
No
Is any such person subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before the filing of the information required by Section 4A(b) of the Securities Act that, at the time of filing of this offering statement, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice:
in connection with the purchase or sale of any security?:
No
involving the making of any false filing with the Commission?:
No
arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, funding portal or paid solicitor of purchasers of securities?:
No
Is any such person subject to a final order of a state securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines banks, savings associations or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union Administration that:
at the time of the filing of this offering statement bars the person from:
association with an entity regulated by such commission, authority, agency or officer?:
No
engaging in the business of securities, insurance or banking?:
No
engaging in savings association or credit union activities?:
No
constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct and for which the order was entered within the 10-year period ending on the date of the filing of this offering statement?:
No
Is any such person subject to an order of the Commission entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, at the time of the filing of this offering statement::
suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer, investment adviser or funding portal?:
No
places limitations on the activities, functions or operations of such person?:
No
bars such person from being associated with any entity or from participating in the offering of any penny stock?:
No
Is any such person subject to any order of the Commission entered within five years before the filing of this offering statement that, at the time of the filing of this offering statement, orders the person to cease and desist from committing or causing a violation or future violation of:
any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act of 1940 or any other rule or regulation thereunder?:
No
Section 5 of the Securities Act?:
No
Is any such person suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade?:
No
Has any such person filed (as a registrant or issuer), or was any such person or was any such person named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission that, within five years before the filing of this offering statement, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is any such person, at the time of such filing, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued?:
No
Is any such person subject to a United States Postal Service false representation order entered within five years before the filing of the information required by Section 4A(b) of the Securities Act, or is any such person, at the time of filing of this offering statement, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations?:
No
Note:

If you would have answered “Yes” to any of these questions had the conviction, order, judgment, decree, suspension, expulsion or bar occurred or been issued after May 16, 2016, then you are NOT eligible to rely on this exemption under Section 4(a)(6) of the Securities Act.

Instructions:

Final order means a written directive or declaratory statement issued by a federal or state agency, described in Rule 503(a)(3) of Regulation Crowdfunding, under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.

No matters are required to be disclosed with respect to events relating to any affiliated issuer that occurred before the affiliation arose if the affiliated entity is not (i) in control of the issuer or (ii) under common control with the issuer by a third party that was in control of the affiliated entity at the time of such events.

Other Material Information

31. In addition to the information expressly required to be included in this Form, include::
  1. any other material information presented to investors; and
  2. such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
NA
Instructions:

If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:

(a) a description of the material content of such information;

(b) a description of the format in which such disclosure is presented; and

(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or description of such disclosure.

Ongoing Reporting

32. The issuer will file a report electronically with the Securities & Exchange Commission annually and post the report on its website, no later than::
December 31, 2022
33. Once posted, the annual report may be found on the issuer’s website at:
https://worldcommunityexchange.com/

Appendix

Documents