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Double bitcoins in 100 hours of nyan

If a malicious actor or botnet obtains control in excess of 50 percent of the processing power active on the Bitcoin Network, it is possible that such actor or botnet could manipulate the Blockchain in a manner that adversely affects an investment in us. If a malicious actor or botnet a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers obtains a majority of the processing power dedicated to mining on the Bitcoin Network, it may be able to alter the Blockchain on which the Bitcoin Network and all bitcoin transactions rely on by constructing alternate blocks if it is able to solve for such blocks faster than the remainder of the miners on the Bitcoin Network can add valid blocks.

In such alternate blocks, the malicious actor or botnet could control, exclude or modify the ordering of transactions, though it could not generate new bitcoins or transactions using such control. To the extent that such malicious actor or botnet does not yield its majority control of the processing power on the Bitcoin Network or the bitcoin community does not reject the fraudulent blocks as malicious, reversing any changes made to the Blockchain may not be possible.

Such changes could adversely affect an investment in us. In late May and early June , a mining pool known as GHash. To the extent that GHash. Furthermore, the processing power in the mining pool appears to have been redirected to other pools on a voluntary basis by participants in the GHash. The approach to and possible crossing of the 50 percent threshold indicate a greater risk that a single mining pool could exert authority over the validation of bitcoin transactions.

To the extent that the Bitcoin ecosystem, including the Core Developers and the administrators of mining pools, do not act to ensure greater decentralization of bitcoin mining processing power, the feasibility of a malicious actor obtaining in excess of 50 percent of the processing power on the Bitcoin.

Network e. If the award of bitcoin for solving blocks and transaction fees for recording transactions are not sufficiently high enough to incentivize miners, miners may cease expending hashrate to solve blocks and confirmations of transactions on the Bitcoin Blockchain could be slowed temporarily. As the award of new bitcoins for solving blocks declines, and if transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations.

The current fixed reward for solving a new block is twelve and a half It is estimated that it will halve again in about three 3 years. This reduction may result in a reduction in the aggregate hashrate of the Bitcoin Network as the incentive for miners will decrease.

Moreover, miners ceasing operations would reduce the aggregate hashrate on the Bitcoin Network, which would adversely affect the confirmation process for transactions i. Periodically, the Bitcoin Network has adjusted the difficulty for block solutions so that solution speeds remain in the vicinity of the expected ten 10 minute confirmation time targeted by the Bitcoin Network protocol. The Company believes that from time to time there will be further considerations and adjustments to the Bitcoin Network regarding the difficulty for block solutions.

More significant reductions in aggregate hashrate on the Bitcoin Network could result in material, though temporary, delays in block solution confirmation time. Any reduction in confidence in the confirmation process or aggregate hashrate of the Bitcoin Network may negatively impact the value of bitcoin, which will adversely impact an investment in us. To the extent that the profit margins of Bitcoin mining operations are not high, operators of Bitcoin mining operations are more likely to immediately sell bitcoins earned by mining in the Bitcoin Exchange Market, resulting in a reduction in the price of bitcoins that could adversely impact an investment in us.

Over the past two years, Bitcoin Network mining operations have evolved from individual users mining with computer processors, graphics processing units and first-generation ASIC servers. They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space often in data centers or warehousing facilities , incurring of electricity costs and the employment of technicians to operate the mining farms.

As a result, professionalized mining operations are of a greater scale than prior Bitcoin Network miners and have more defined, regular expenses and liabilities. These regular expenses and liabilities require professionalized mining operations to more immediately sell bitcoins earned from mining operations on a Bitcoin Exchange Market, whereas it is believed that individual miners in past years were more likely to hold newly mined bitcoins for more extended periods.

The immediate selling of newly mined bitcoins greatly increases the supply of bitcoins on the Bitcoin Exchange Markets, creating downward pressure on the price of bitcoins. The extent to which the value of bitcoin mined by a professionalized mining operation exceeds the allocable capital and operating costs determines the profit margin of such operation.

A professionalized mining operation may be more likely to sell a higher percentage of its newly mined bitcoin rapidly if it is operating at a low profit margin—and it may partially or completely cease operations if its profit margin is negative. In a low profit margin environment, a higher percentage could be sold into the Bitcoin Exchange Market more rapidly, thereby potentially reducing bitcoin prices.

Lower bitcoin prices could result in further tightening of profit margins, particularly for professionalized mining operations with higher costs and more limited capital reserves, creating a negative effect that may further reduce the price of bitcoin until mining operations with higher operating costs become unprofitable and remove mining power from the Bitcoin Network.

The network effect of reduced profit margins resulting in greater sales of newly mined bitcoin could result in a reduction in the price of bitcoin that could adversely impact an investment in us. To the extent that any miners cease to record transactions in solved blocks, transactions that do not include the payment of a transaction fee will not be recorded on the Bitcoin Blockchain until a block is solved by a miner who does not require the payment of transaction fees.

Any widespread delays in the recording of transactions could result in a loss of confidence in the Bitcoin Network, which could adversely impact an investment in us. To the extent that any miners cease to record transaction in solved blocks, such transactions will not be recorded on the Blockchain. Currently, there are no known incentives for miners to elect to exclude the recording of transactions in solved blocks; however, to the extent that any such incentives arise e.

Any systemic delays in the recording and confirmation of transactions on its blockchain could result in greater exposure to double-spending transactions and a loss of confidence in the Bitcoin Network, which could adversely impact an investment in us. The temporary or permanent existence of forked Bitcoin blockchains could adversely impact an investment in us. Bitcoin is an open source project and, although there is an influential group of leaders in the Bitcoin Network community including the Core Developers, there is no official developer or group of developers that formally controls the Bitcoin Network.

Any individual can download the Bitcoin Network software and make any desired modifications, which are proposed to users and miners on the Bitcoin Network through software downloads and upgrades, typically posted to the bitcoin development forum on GitHub. A substantial majority of miners and bitcoin users must consent to those software modifications by downloading the altered software or upgrade that implements the changes; otherwise, the changes do not become a part of the Bitcoin Network.

Such a fork in its blockchain typically would be addressed by community-led efforts to merge the forked blockchains, and several prior forks have been so merged. Intellectual property rights claims may adversely affect the operation of the Bitcoin Network. Third parties may assert intellectual property claims relating to the holding and transfer of digital assets and their source code.

Additionally, a meritorious intellectual property claim could prevent us and other end-users from accessing the Bitcoin Network or holding or transferring their bitcoins. As a result, any intellectual property claims against us or other large Bitcoin Network participants could adversely affect an investment in us. The Bitcoin Exchanges on which bitcoins trade are relatively new and, in most cases, largely unregulated and may therefore be more exposed to fraud and failure than established, regulated exchanges for other assets.

The Bitcoin Exchanges on which bitcoins trade are new and, in most cases, largely unregulated. As a result, the marketplace may lose confidence in, or may experience problems relating to, Bitcoin Exchanges, including prominent exchanges handling a significant portion of the volume of bitcoin trading. Over the past four 4 years, a number of Bitcoin Exchanges have been closed due to fraud, failure or security breaches. In many of these instances, the customers of such Bitcoin Exchanges were not compensated or made whole for the partial or complete losses of their account balances in such Bitcoin Exchanges.

Furthermore, the collapse of the largest Bitcoin Exchange in suggests that the failure of one component of the overall Bitcoin ecosystem can have consequences for both users of a Bitcoin Exchange and the Bitcoin industry as a whole. A lack of stability in the Bitcoin Exchange Market and the closure or temporary shutdown of Bitcoin Exchanges due to fraud, business failure, hackers or malware, or government-mandated regulation may reduce confidence in the Bitcoin Network and result in greater volatility in bitcoin value.

Political or economic crises may motivate large-scale sales of bitcoins, which could result in a reduction in Bitcoin value and adversely affect an investment in us. As an alternative to fiat currencies that are backed by central governments, digital assets such as bitcoins, which are relatively new, are subject to supply and demand forces based upon the desirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demand will be impacted by geopolitical events.

Nevertheless, political or economic crises may motivate large-scale acquisitions or sales of bitcoins either globally or locally. Large-scale sales of bitcoins would result in a reduction in bitcoin value and could adversely affect an investment in us. Demand for bitcoin is driven, in part, by its status as the most prominent and secure digital asset. It is possible that a digital asset other than bitcoin could have features that make it more desirable to a material portion of the digital asset user base, resulting in a reduction in demand for bitcoins, which could have a negative impact on the price of bitcoins and adversely affect an investment in us.

This first-to-market advantage is driven in large part by having the largest user base and, more importantly, the largest combined mining power in use to secure the Bitcoin Blockchain and transaction verification system. Despite the marked first-mover advantage of the Bitcoin Network over other digital assets, it is possible that another digital asset could become materially popular due to either a perceived or exposed shortcoming of the Bitcoin Network protocol that is not immediately addressed by the Bitcoin contributor community or a perceived advantage of an altcoin that includes features not incorporated into Bitcoin.

Our ability to adopt technology in response to changing security needs or trends poses a challenge to the safekeeping of our bitcoins. The history of the Bitcoin Exchange Market has shown that Bitcoin Exchanges and large holders of bitcoins must adapt to technological change in order to secure and safeguard their bitcoins. We will rely on Bitgo Inc. We believe that it may become a more appealing target of security threats as the size of our bitcoin holdings grow.

To the extent that either Bitgo Inc. Security breaches, computer malware and computer hacking attacks have been a prevalent concern in the Bitcoin Exchange Market since the launch of the Bitcoin Network. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could harm our business operations or result in loss of our bitcoins.

Any breach of our infrastructure could result in damage to our reputation which could adversely affect an investment in us. Furthermore, we believe that, as our assets grow, it may become a more appealing target for security threats such as hackers and malware. We will primarily rely on Bitgo Inc.

Nevertheless, Bitgo Inc. Our bitcoins will also be stored with exchanges such as Coinbase and others prior to selling them. A multi-signature wallet is a cryptocurrency wallet that requires multiple signatures, or keys to access our cryptocurrency holdings and to send or sell any such cryptocurrency. For example, we will have three private keys that will need to be entered to access our cryptocurrency wallet.

All three of our Officers will have a private key that will have to be entered together to gain access. This provides significant security for our cryptocurrency holdings, in that it protects both from unauthorized transactions by employees or officers, as well as making it significantly harder to hack preventing theft of our cryptocurrency. It would be a pay as you go deal and we would not be bound to only use them and could leave at any time.

They would receive a percentage of all the cryptocurrency we receive, around. In addition, Bitgo would not have access to our wallet allowing us full control over our cryptocurrencies. We do not currently have any digital assets as we have not commenced our planned principal operations.

The security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee of ours, or otherwise, and, as a result, an unauthorized party may obtain access to our, private keys, data, or bitcoins. Additionally, outside parties may attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our infrastructure.

As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures.

If an actual or perceived breach of our security system occurs, the market perception of the effectiveness of our security system could be harmed, which could adversely affect an investment in us. In the event of a security breach, we may be forced to cease operations, or suffer a reduction in assets, the occurrence of each of which could adversely affect an investment in us.

A loss of confidence in our security system, or a breach of our security system, may adversely affect us and the value of an investment in us. We will take measures to protect us and our bitcoins from unauthorized access, damage or theft; however, it is possible that the security system may not prevent the improper access to, or damage or theft of our bitcoins.

A security breach could harm our reputation or result in the loss of some or all of our bitcoins. A resulting perception that our measures do not adequately protect our bitcoins could result in a loss of current or potential shareholders, reducing demand for our Common Stock and causing our shares to decrease in value.

Bitcoin transactions are irrevocable and stolen or incorrectly transferred bitcoins may be irretrievable. As a result, any incorrectly executed Bitcoin transactions could adversely affect an investment in us. Bitcoin transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the processing power on the Bitcoin Network.

Once a transaction has been verified and recorded in a block that is added to its blockchain, an incorrect transfer of bitcoins or theft of bitcoins generally will not be reversible, and we may not be capable of seeking compensation for any such transfer or theft. Although our transfers of bitcoins will regularly be made to or from vendors, consultants, services providers, etc.

To the extent that we are unable to seek a corrective transaction with such third party or are incapable of identifying the third party which has received our bitcoins through error or theft, we will be unable to revert or otherwise recover incorrectly transferred Company bitcoins. To the extent that we are unable to seek redress for such error or theft, such loss could adversely affect an investment in us.

Our bitcoins may be subject to loss, damage, theft or restriction on access. There is a risk that part or all of our bitcoins could be lost, stolen or destroyed. We believe that our bitcoins will be an appealing target to hackers or malware distributors seeking to destroy, damage or steal our bitcoins. Although we will primarily utilize Bitgo Inc. Access to our bitcoins could also be restricted by natural events such as an earthquake or flood or human actions such as a terrorist attack.

Any of these events may adversely affect our operations and consequently, an investment in us. The limited rights of legal recourse against us, and our lack of insurance protection expose us and our shareholders to the risk of loss of our bitcoins for which no person is liable. The bitcoins held by us are not insured. Therefore, a loss may be suffered with respect to our bitcoin which is not covered by insurance and for which no person is liable in damages which could adversely affect our operations and consequently, an investment in us.

We may not have adequate sources of recovery if our bitcoins are lost, stolen or destroyed. If our bitcoins are lost, stolen or destroyed under circumstances rendering a party liable to us, the responsible party may not have the financial resources sufficient to satisfy our claim.

For example, as to a particular event of loss, the only source of recovery for us might be limited, to the extent identifiable, other responsible third parties e. The sale of our bitcoins to pay expenses at a time of low bitcoin prices could adversely affect an investment in us. We may sell bitcoins to pay expenses on an as-needed basis, irrespective of then-current bitcoin prices. Consequently, our bitcoins may be sold at a time when the bitcoin prices on the Bitcoin Exchange Market are low, which could adversely affect an investment in us.

The loss or destruction of a private key required to access a bitcoin wallet may be irreversible. Bitcoins are controllable only by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the bitcoins are held. We are required by the operation of the Bitcoin Network to publish the public key relating to a digital wallet in use by us when it first verifies a spending transaction from that digital wallet and disseminates such information into the Bitcoin Network.

We will safeguard and protect the private keys relating to our bitcoins by primarily utilizing Bitgo Inc. Any loss of private keys relating to digital wallets used to store our bitcoins could adversely affect an investment in us.

If the award of bitcoins for solving blocks and transaction fees for recording transactions are not sufficiently high to cover expenses related to running data center operations it may have adverse effects on an investment in us. If the award of new bitcoins for solving blocks declines and transaction fees are not sufficiently high, our operating expenses may outweigh our revenues for mining bitcoins, which may adversely impact an investment in us.

As the number of bitcoins awarded for solving a block in its blockchain decreases, the incentive for miners to continue to contribute processing power to the Bitcoin Network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for bitcoins and prevent the expansion of the Bitcoin Network to retail merchants and commercial businesses, resulting in a reduction in the price of bitcoins that could adversely impact an investment in us.

In order to incentivize miners to continue to contribute processing power to the Bitcoin Network, the Bitcoin Network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record in the blocks they solve only those transactions that include payment of a transaction fee or by the Bitcoin Network adopting software upgrades that require the payment of a minimum transaction fee for all transactions.

If transaction fees paid for Bitcoin transactions become too high, the marketplace may be reluctant to accept bitcoins as a means of payment and existing users may be motivated to switch from bitcoin to another digital asset or back to fiat currency. Decreased use and demand for bitcoins may adversely affect their value and may adversely impact an investment in us. Government Regulation. Regulatory changes or actions may restrict the use of bitcoins or the operation of the Bitcoin Network in a manner that adversely affects an investment in us.

Until recently, little or no regulatory attention has been directed toward bitcoin and the Bitcoin Network by U. As bitcoin has grown in popularity and in market size, the Federal Reserve Board, U. Congress and certain U. On July 25, , the SEC issued a Report of Investigation or Report which concluded that digital assets or tokens issued for the purpose of raising funds may be securities within the meaning of the federal securities laws.

The Report focused on the activities of Ether which is the second largest reported digital currency. The Report emphasized that whether a digital asset is a security is based on the facts and circumstances. The SEC has taken various actions against persons or entities misusing bitcoin in connection with fraudulent schemes i.

The CFTC has determined that bitcoin and other virtual currencies are commodities and the sale of derivatives based on digital currencies must be done in accordance with the provisions of the CEA and CFTC regulations. Additionally, a U. Taxing authorities of a number of U. On June 28, , the Governor of the State of California signed into law a bill that removed state-level prohibitions on the use of alternative forms of currency or value including bitcoin.

As of August , the bill was withdrawn from consideration for vote for the remainder of the year. There is a possibility of future regulatory change altering, perhaps to a material extent, the nature of an investment in us or the ability of us to continue our operations. Bitcoin currently faces an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China and Russia. Among those for which preliminary guidance has been issued in some form, Canada and Taiwan have labeled bitcoin as a digital or virtual currency, distinct from fiat currency, while Sweden and Norway are among those to categorize bitcoin as a form of virtual asset or commodity.

This may be undergoing a change, however, since the Senate Economics References Committee and the Productivity Commission recommended that digital currency be treated as money for GST purposes to remove the double taxation. Since December , China, Iceland, Vietnam and Russia have taken a more restrictive stance toward bitcoin and, thereby, have reduced the rate of expansion of bitcoin use in each country. In May , the Central Bank of Bolivia banned the use of bitcoin as a means of payment.

In the summer and fall of , Ecuador announced plans for its own state-backed electronic money, while passing legislation that prohibits the use of decentralized digital assets such as bitcoin. In July , economists at the Bank of England advocated that central banks issue their own digital currency, and the House of Lords and Bank of England started discussing the feasibility of creating a national virtual currency, the BritCoin.

As of July , Iceland was studying how to create a system in which all money is created by a central bank, and Canada was beginning to experiment with a digital version of its currency called CAD-COIN, intended to be used exclusively for interbank payments. In July , the Russian Ministry of Finance indicated it supports a proposed law that bans bitcoin domestically but allows for its use as a foreign currency.

Conversely, regulatory bodies in some countries such as India and Switzerland have declined to exercise regulatory authority when afforded the opportunity. In April , the Japanese Cabinet approved proposed legal changes that would reportedly treat bitcoin and other digital assets as included in the definition of currency.

These regulations would, among other things, require market participants, including exchanges, to meet certain compliance requirements and be subject to oversight by the Financial Services Agency, a Japanese regulator. These changes were approved by the Japanese Diet in May and are expected to be effective beginning in In July , the European Commission released a draft directive that proposed applying counter-terrorism and anti-money laundering regulations to virtual currencies, and in September , the European Banking authority advised the European Commission to institute new regulation specific to virtual currencies, with amendments to existing regulation as a stopgap measure.

Such laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptance of bitcoin by users, merchants and service providers outside of the United States and may therefore impede the growth of the Bitcoin economy. The effect of any future regulatory change on us, bitcoins, or other digital assets is impossible to predict, but such change could be substantial and adverse to us and could adversely affect an investment in us.

Although Bitcoin currently is not regulated, or are lightly regulated in most countries, including the United States, one or more countries such as China and Russia may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use bitcoins or to exchange bitcoins for fiat currency. Such an action may also result in the restriction of ownership, holding or trading in our securities.

Such restrictions may adversely affect an investment in us. If regulatory changes or interpretations of our activities require our registration as a MSB under the regulations promulgated by FinCEN under the authority of the U. Bank Secrecy Act, we may be required to register and comply with such regulations. If regulatory changes or interpretations of our activities require the licensing or other registration of us as a money transmitter or equivalent designation under state law in any state in which we operate, we may be required to seek licensure or otherwise register and comply with such state law.

In the event of any such requirement, to the extent the Company decides to continue, the required registrations, licensure and regulatory compliance steps may result in extraordinary, non-recurring expenses to us. Any termination of certain Company operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors. Bank Secrecy Act, the Company may be required to comply with FinCEN regulations, including those that would mandate the Company to implement anti-money laundering programs, make certain reports to FinCEN, and maintain certain records.

Specifically, the North Carolina law does not require miners or software providers to obtain a license for multi-signature software, smart contract platforms, smart property, colored coins and non-hosted, non-custodial wallets. Starting January 1, , New Hampshire requires anyone exchanges a digital currency for another currency must become a licensed and bonded money transmitter.

In numerous other states, including Connecticut and New Jersey, legislation is being proposed or has been introduced regarding the treatment of bitcoin and other digital assets. The Company will continue to monitor for developments in such legislation, guidance or regulations. Such additional federal or state regulatory obligations may cause the Company to incur extraordinary expenses, possibly affecting an investment in the Shares in a material and adverse manner. Furthermore, the Company and its service providers may not be capable of complying with certain federal or state regulatory obligations applicable to MSBs and MTs.

If the Company is deemed to be subject to and determines not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate the Company. Any such action may adversely affect an investment in us. Current interpretations require the regulation of bitcoins under the CEA by the CFTC, we may be required to register and comply with such regulations.

To the extent that we decide to continue operations, the required registrations and regulatory compliance steps may result in extraordinary, non-recurring expenses to us. We may also decide to cease certain operations.

Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to investors. Current and future legislation, CFTC and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which bitcoins are treated for classification and clearing purposes.

We cannot be certain as to how future regulatory developments will impact the treatment of bitcoins under the law. Bitcoins have been deemed to fall within the definition of a commodity and we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator and to register us as a commodity pool with the CFTC through the National Futures Association.

Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and adversely impacting an investment in us. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease certain of our operations. No CFTC orders or rulings are applicable to our business.

If regulatory changes or interpretations require the regulation of bitcoins under the Securities Act and Investment Company Act by the SEC, we may be required to register and comply with such regulations. Current and future legislation and SEC rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which bitcoins are treated for classification and clearing purposes.

As of the date of this Offering Circular, we are not aware of any rules or interpretations that have been proposed to regulate bitcoins as securities. To the extent that bitcoins are deemed by the SEC to fall within the definition of a security, we may be required to register and comply with additional regulation under the Investment Company Act, including additional periodic reporting and disclosure standards and requirements and the registration of our Company as an investment company.

Additionally, one or more states may conclude bitcoins are a security under state securities laws which would require registration under state laws including merit review laws which would adversely impact us since we would likely not comply.

Such additional registrations may result in extraordinary, non-recurring expenses of our Company, thereby materially and adversely impacting an investment in our Company. If we determine not to comply with such additional regulatory and registration requirements, we may seek to cease all or certain parts of our operations. If federal or state legislatures or agencies initiate or release tax determinations that change the classification of bitcoins as property for tax purposes in the context of when such bitcoins are held as an investment , such determination could have a negative tax consequence on our Company or our shareholders.

Current IRS guidance indicates that digital assets such as bitcoins should be treated and taxed as property, and that transactions involving the payment of bitcoins for goods and services should be treated as barter transactions. While this treatment creates a potential tax reporting requirement for any circumstance where the ownership of a bitcoin passes from one person to another, usually by means of bitcoin transactions including off-blockchain transactions , it preserves the right to apply capital gains treatment to those transactions which may have adversely affect an investment in our Company.

On December 5, , the New York State Department of Taxation and Finance issued guidance regarding the application of state tax law to digital assets such as bitcoins. The agency determined that New York State would follow IRS guidance with respect to the treatment of digital assets such as bitcoins for state income tax purposes.

It is unclear if other states will follow the guidance of the IRS and the New York State Department of Taxation and Finance with respect to the treatment of digital assets such as bitcoins for income tax and sales tax purposes. If a state adopts a different treatment, such treatment may have negative consequences including the imposition of greater a greater tax burden on investors in bitcoin or imposing a greater cost on the acquisition and disposition of bitcoins, generally; in either case potentially having a negative effect on prices in the Bitcoin Exchange Market and may adversely affect an investment in our Company.

Foreign jurisdictions may also elect to treat digital assets such as bitcoins differently for tax purposes than the IRS or the New York State Department of Taxation and Finance. To the extent that a foreign jurisdiction with a significant share of the market of bitcoin users imposes onerous tax burdens on bitcoin users, or imposes sales or value added tax on purchases and sales of bitcoins for fiat currency, such actions could result in decreased demand for bitcoins in such jurisdiction, which could impact the price of bitcoins and negatively impact an investment in our Company.

In addition, we cannot provide any assurance that such federal and state enforcement policies may deviate from the current policies in effect or in the future. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business.

These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. While we believe we have identified material risks, these risks and uncertainties are not exhaustive.

Other sections of this Offering Circular describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.

We are under no duty to update any of these forward-looking statements after the date of this Offering Circular to conform our prior statements to actual results or revised expectations, and we do not intend to do so. Forward-looking statements include, but are not limited to, statements about:.

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Offering Circular. Purchasers of our common stock in this offering will experience an immediate dilution of net tangible book value per share from the public offering price. Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of shares of common stock and the net tangible book value per share immediately after this offering.

The following table sets forth the estimated net tangible book value per share after the offering and the dilution to persons purchasing Common Stock based on the foregoing minimum and maximum offering assumptions. Net tangible book value per share at December 31, , as adjusted.

Increase in net tangible book value per share to the existing stockholders attributable to this offering. Adjusted net tangible book value per share after this offering. Dilution in net tangible book value per share to new investors. The Offering will be sold by our officers and directors. This is a self-underwritten offering. This Offering Circular is part of an exemption under Regulation A that permits our officers and directors to sell the shares directly to the public in those jurisdictions where the Offering Circular is approved, with no commission or other remuneration payable for any Shares sold.

There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer. After the qualification by the Commission and acceptance by those states where the offering will occur, the Officers and Directors intends to advertise through personal contacts, telephone, and hold investment meetings in those approved jurisdictions only.

We do not intend to use any mass-advertising methods such as the Internet or print media. Officers and Directors will also distribute the Offering Circular to potential investors at meetings, to their business associates and to their friends and relatives who are interested in the Company as a possible investment, so long as the offering is an accordance with the rules and regulations governing the offering of securities in the jurisdictions where the Offering Circular has been approved.

In offering the securities on our behalf, the Officers and Directors will rely on the safe harbor from broker dealer registration set out in Rule 3a under the Securities Exchange Act of Future sales of substantial amounts of our common stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

We are unable to estimate the number of shares of common stock that may be sold in the future. Upon the completion of this offering, we will have 16,,, outstanding shares of common stock, if we complete the maximum offering hereunder. Shares of our common stock held by any of our affiliates, as that term is defined in Rule of the Securities Act, may be resold only pursuant to further registration under the Securities Act or in transactions that are exempt from registration under the Securities Act.

In general, under Rule as currently in effect, any of our affiliates would be entitled to sell, without further registration, within any three-month period a number of shares that does not exceed the greater of:. Sales under Rule by our affiliates will also be subject to manner of sale provisions and notice requirements and to the availability of current public information about us. There is no minimum investment required from any individual investor.

The shares are intended to be sold directly through the efforts of our officers and directors. The shares are being offered for a period not to exceed days. The offering will terminate on the earlier of: i the date when the sale of all 4,,, shares is completed, or ii days from the effective date of this document.

We are not providing any tax advice as to the acquisition, holding, or disposition of the securities offered herein. In making an investment decision, investors are strongly encouraged to consult their own tax advisor to determine the U. Federal, State and any applicable foreign tax consequences relating to their investment in our securities.

The following Use of Proceeds is based on estimates made by management. The costs associated with operating as a public company are included in all our budgeted scenarios, and management is responsible for the preparation of the required documents to keep the costs to a minimum. Raising the Maximum Offering will enable the Company to implement our full business, which includes the completion of four cryptocurrency mining facilities, as well as allows us to begin hosting outside miners owned by other individuals or companies in exchange for the Company earning a management and hosting fee.

BitFrontier Capital Holdings intends to use the proceeds from this offering as follows:. Legal and Professional Fees. The foregoing represents our best estimate of the allocation of the proceeds of this offering based on planned use of funds for our operations and current objectives.

Under Net Proceeds, we have based our calculation and division of funds on the current needs of the Company. However, our market place is constantly changing. Management may, depending on circumstances, be required to divert funds from one heading to another as the business demands. For example, if we determine Bitcoin mining to be less profitable than Litecoin mining at the time of purchasing mining rigs, the cost per rig might change based off of the algorithm it is running and what coins we can mine with each rig.

Under Net Proceeds, Land for Cryptocurrency facility is based upon 5 acres of industrial land we are looking to purchase for the buildout of our cryptocurrency mining facilities. If the land sells before we are able to raise the required capital to purchase it, or if zoning or other governmental regulations prohibit a cryptocurrency mining facility on this specific plot of land, we will be required to find a new area for the buildout of the facility which could either increase or decrease the land cost significantly.

This plot of land is sufficient for up to 5 cryptocurrency mining facilities, and thus will not change between different levels of money raised and is a fixed cost. Under Net Proceeds, Building and construction for cryptocurrency facility is based upon estimates we have gathered for the purchase and the associated construction labor costs for the building warehouse that will store all of our mining rigs.

Under Net Proceeds, electrical equipment is based upon estimates we have gathered for the purchase and associated electrical equipment costs needed for the cryptocurrency mining facility including transformers and switchgear.

If the required equipment, or labor costs before we are able to raise the required capital to purchase and install it, or if unexpected expenses arise, the estimate could either increase or decrease the money allocated to this category significantly.

Under Net Proceeds, network server racks and shelfs is based upon estimates we have gathered for the purchase of the required network server racks and shelfs for the cryptocurrency mining. Each warehouse will be able to host approximately 2, mining rigs.

Each server shelf can hold 3 mining rigs, and each network server rack can hold 6 server shelfs for a total of network server racks, and server shelfs needed per facility. If the required equipment costs before we are able to raise the required capital to purchase and install it, or if unexpected expenses arise, the estimate could either increase or decrease the money allocated to this category significantly.

Under Net Proceeds, network switches are based upon estimates we have gathered for the purchase of the required network switches for the cryptocurrency mining facility. Each warehouse will be able to host approximately mining rigs, divided into network server racks.

Under Net Proceeds, power distribution units are based upon estimates we have gathered for the purchase of the required power distribution units needed for the cryptocurrency mining facility. Each warehouse will be able to host approximately 2, mining rigs, divided into network server racks. Under Net Proceeds, mining rigs and power supply is based upon estimates we have gathered for the purchase of the required mining rigs and power supply needed for the cryptocurrency mining facility.

In addition, this is our only variable cost and the number of miners we are able to purchase changes significantly with the different levels of capital raised. The remaining net proceeds after all fixed expenses have been subtracted will be used to purchasing mining rigs and power supplies. We currently consider the foregoing project our priority and intend to use the proceeds from this offering for such projects.

We have not declared or paid any dividends on our common stock. We intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements if any, business conditions, legal restrictions and other factors that our board of directors deems relevant.

The following discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking statements. We have not commenced our plan principal operations.

Recent Developments. Pursuant to the agreement and plan of merger, the Company issued 2,, shares of its Series C Convertible Preferred Stock in exchange for all outstanding shares of BitFrontier Technologies, Inc. By this means, BitFrontier Technologies, Inc. Storm for the previously appointed positions of Chief Technology Officer and Vice President with an initial term of 2 years. On January 2, , Purio, Inc. The Company received notification from FINRA on February 2, that the name and ticker change was set effective in the marketplace on February 5, Pursuant to the consulting agreement, the consultant shall provide services related to document preparation of FINRA corporate actions related to the name change and ticker change, as well as agreements and documents for the mergers with BitFrontier Capital Investments and BitFrontier Technologies.

Pursuant to the agreement and plan of merger, the Company issued 2,, shares of its Series C Convertible Preferred Stock in exchange for all outstanding shares of BitFrontier Capital Investments, Inc. Discussion for the Period January 1, through December 31, and the year ended December 31, Results of Operations:.

For the Period ended. December 31, Loss from Operations. Net loss per share - basic and diluted. During the period ended December 31, , we have not generated any revenue from our operations as we have not commenced planned operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us and risks associated with the implementation of our business strategies.

Operating Expenses. The Company anticipates that this expense will increase during fiscal year and going forward. The Company anticipates that it will need to expand its technology team for the cryptocurrency mining operations by the end of Management believes that this will allow it to expand its cryptocurrency mining operations, which we expect will result in additional revenue.

Loss from Operations for the period ended December 31, Other Expenses. Derivative Expense and Change in fair value of Derivative. Liquidity and Capital Resources. The accompanying unaudited financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

The unaudited financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.

In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of an equity financing. Operating Activities. Investing Activities. During the year ended December 31, and December 31, , we had no investing activities.

Financing Activities. Critical Accounting Policies and Estimates. The preparation of the unaudited financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from these estimates. Significant estimates during the years ended December 31, and include the useful lives of website development cost, beneficial conversion of convertible notes payable, the valuation of derivative liabilities and the valuation of stock-based compensation. Recent Accounting Pronouncements.

See the Notes to the Financial Statements for more information. Derivative Liabilities. In accordance with ASC , the Company has bifurcated the conversion feature of the convertible Debentures, along with any free-standing derivative instruments and recorded derivative liabilities on their issuance date. For now, its primary use case is as a rewards system to encourage people to use the app.

A less accessible, secondary use case allows users who stake a heap of tokens on their Metal Pay wallet to receive zero-fee trading privileges on the platform. So is Metal going to be as hot as Finman thinks it is? Become a Member Sign In. General Newsletters Got a news tip? Free: Join the VentureBeat Community for access to 3 premium posts or videos a month.

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HackBitcoin guarantees to double your money in hours in a completely passive manner. Investment opportunities like these only come around once in a lifetime. Header image courtesy of Shutterstock. Here at NewsBTC, we are dedicated to enlightening everyone about bitcoin and other cryptocurrencies. We cover BTC news related to bitcoin exchanges, bitcoin mining and price forecasts for various cryptocurrencies.

All Rights Reserved. Advertise Submit a Press Release. Tweet Share. Jayanand Sagar. Related Posts. Premium Partners. Top Brokers. Top Casinos. Top Sportsbooks. Press Releases. Newsletter Signup. Technical Analysis. Cryptocurrency news. The Company is not the initiator of sources of additional earnings. The Company makes no warranties regarding the performance or uninterrupted operation of the Services in the event of Force Majeure.

At the same time, the Company makes every reasonable effort to ensure timely processing of transactions, but makes no representations or warranties regarding the amount of time required to process such transactions. For a complete understanding of the issue and clarification of the situation in the light of local law, please consult with your lawyer.

The Company shall not be liable for losses associated with causing material damage, loss of profit, as well as, but not limited to, any indirect losses incurred by the Client in connection with the use of the Services, even if the Company was notified of the possibility of such losses, provided that the Client has used uncertified services, or the Terms of Service have been violated.

The Company reserves the right to introduce amendments or modify any subparagraph of any paragraph of these Terms at any time and at its sole discretion. In addition to this, but not necessarily, the Company can send a message to the Clients with the corresponding notification, using personal data provided by the Clients when registering their personal accounts on the website.

In any case, only the Company will decide on how amendments to these Terms will be announced. Any amendments or modifications become effective immediately after the publication of these amendments on the website. But this monitoring is not complete without your comments, messages and reports. So post your comments on the investment system provided at the end of each post or email hyipsmonitoringclub gmail. Our main task is to provide the correct payment for hyips and their related data.

Do your investment with more observation and investigation. Which exchanges have the most trusted and secured Bitcoin wallets? What are the best cloud mining sites in ? Wednesday, February 10, Review Center. Let It Play. Electroneum ETN. Handshake HNS. Home hyip Hourly doubl3r. Click here to view website DOUBL3R was founded with a focus on trust, security and reliability, our goal has always been to create a safe and accessible place to invest bitcoins.

NameCheap, Inc. Registered On: Expires On: The program opens up additional opportunities for all our investors. By inviting your acquaintances and friends to our referral program, you are considerably widening your social horizons and improving your sales skills. Objects of Regulation These Terms govern the process of interactive cooperation between the Client and the Company on the basis of the website, the processes of financial transactions, payments and receipt of funds, as voluntary investments, as well as anything else that possibly, but not necessary, may arise in the process of cooperation between the Parties.

Registration and Personal Account In order to access and use the Services, the Client shall create a personal account. You hereby agree that: You accept all risks associated with unauthorized access to your personal account; You will keep data on the password to your personal account secure and inaccessible to third parties and under no circumstances you will provide access to your personal account to third parties; You will notify the Company immediately if you discover or if you suspect that a security violation has occurred related to the website; You will take full responsibility for all actions that occur in your personal account.

Non-Disclosure Policy The Company provides Services in the range of their performance as a business package of a private transaction. Copyright The Client acknowledges and agrees that any content on the website, including text and graphic materials, is the intellectual property of the Company and is subject to copyright protection.

Transaction Conditions The Company shall not be responsible for any loss or damage incurred as a result of an unsuccessful transaction on the part of the Client or the payment system chosen by him.

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