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Reg. CF (Title III) offering provided by FundMe.com Inc.

Digital Goals

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$50,000 Min. Raise
$1,070,000 Max. Raise
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About

Digital Goals provides technical advisory and software engineering services for small, medium and enterprise-sized companies.

Description of Business

Digital Goals provides technical advisory and software engineering services for small, medium and enterprise-sized companies.  Through the use of cryptography and distributed ledger technology (DLT) the company can create solutions for trust‑based‑transactions such as voting, value transfer and record keeping.

Our goal is to become the premier blockchain engineering company by establishing a blockchain presence in major segments of the economy.  We believe that our sole focus on the blockchain industry allows us to capitalize rapidly on new opportunities and to attract and develop leading blockchain companies; we will refer to these companies as our Partner Companies.

Our operating strategy is to integrate our Partner Companies into a collaborative network that leverages our collective knowledge and resources.  Acting as a long-term partner, we use these collective resources to actively develop the business strategies, operations and management teams of our Partner Companies.  Our resources include the experience, industry relationships and specific expertise of our management team, our Partner Companies and our Advisory Board.  Historically, our Advisory Board has consisted of individuals with executive-level experience in general management, sales and marketing, economics and information technology at such leading companies as Accenture, EchoStar, Goldman Sachs, IBM, JPMorgan and VISA.  We believe this trend will persist and enable us to build successful blockchain companies via our collaborative network.

Sales, Supply Chain & Customer Base

The substantial growth in blockchain creates tremendous market opportunities for new emerging companies.  Gartner's new business value forecast methodology quantifies the business value add of blockchain will grow to slightly more than $176 billion by 2025 and will exceed $3.1 trillion by 2030.  We focus on two (2) types of blockchain customers, which we call sector participants and cross-sector providers.

Sector participants bring buyers and sellers together by creating blockchain‑based markets for the exchange of goods, services and information.  Sector participants typically operate in a specific industry and tailor their business models to match a target market's distinct characteristics.

Cross-sector providers sell software and services to businesses engaged in blockchain.  Many businesses need assistance in designing business practices to take advantage of dynamic ledger technology and in building and managing the technological infrastructure needed to support blockchain-based business models.

Digital Goals sells technology services for the design and engineering of intelligently engineered cryptographic DLT solutions, more commonly known as blockchains.

Regardless of customer type, blockchains generally fall into one of two categories:

  • Open-Permissionless:  In this type of blockchain, anyone can join without the permission of the governing administrator by downloading software and processing transactions.
  • Private-Permissioned:  In this type of blockchain, the governing administrator must invite persons or entities to participate in the processing of transactions.

Digital Goals has pioneered a new, hybrid blockchain concept for its Partner Company XBR, LLC that combines the decentralized technical consensus of an "open" blockchain with centralized governance processes for the purposes of controlled value stabilization and transfer.  This project was called bitcoinR due to Digital Goals implementing improved cryptography algorithms atop the existing Bitcoin Core blockchain technology and designing business processes consistent with emerging regulatory requirements.

Digital Goals was compensated 1,491,000 XBR currency units (or approximately 7.1% of the total 21,000,000 XBR currency units to be produced) for its role in the development and ongoing management of the bitcoinR technology platform for XBR, LLC.  The company intends to continue the creation and maintenance of blockchain projects for Partner Companies in exchange for compensation.

Digital Goals seeks to raise up to $1.07 million to finance future technology development, marketing, operations and costs associated with mergers and acquisitions.

Competition

Many companies are exploring blockchain technology.  Such companies may be looked at as competition or a customer base for Digital Goals depending upon timing and market circumstance.  The following table provides a selection of publicly traded and privately held companies exploring blockchain technology:

COMPANY NAME

BLOCKCHAIN SERVICES OFFERED

TICKER

MARKET CAP*

Accenture

Blockchain Consulting

NYSE: ACN

$114.73 billion

Bank of America

Value Transfer Technology

NYSE: BAC

$310.23 billion

Deloitte

Blockchain Consulting

Privately-held

N/A

Goldman Sachs

Trading Technology

NYSE: GS

$90.54 billion

HP

Blockchain Consulting

NYSE: HPQ

$39.56 billion

IBM

Blockchain Consulting

NYSE: IBM

$135.18 billion

PayPal

Value Transfer Technology

NASDAQ: PYPL

$109.92 billion

Ripple Labs

Value Transfer Technology

Privately-held

N/A

Stellar

Value Transfer Technology

Privately-held

N/A

Stripe

Value Transfer Technology

Privately-held

N/A

Western Union

Value Transfer Technology

NYSE: WU

$8.5 billion

* market cap as of market close 31-AUG-2018

Use of Proceeds

The following tables lists the use of proceeds of the Offering if the Target Amount and Maximum Amount are raised.

 

TARGET OFFERING AMOUNT SOLD

EXAMPLE OFFERING AMOUNT SOLD

MAX OFFERING AMOUNT SOLD

Total Proceeds

$50,000.00

$107,000.00

$1,070,000.00

Less Offering Expenses

$5,000.00

$5,000.00

$5,000.00

FundMe Fee

(5% total fee)

$2,500.00

$5,350.00

$53,500.00

Net Proceeds

$42,500.00

$96,650.00

$1,011,500.00

 

USE OF NET PROCEEDS

TARGET OFFERING AMOUNT SOLD

EXAMPLE OFFERING AMOUNT SOLD

MAX OFFERING AMOUNT SOLD

Legal and Advisory

$4,000.00

$7,500.00

$50,000.00

Marketing

$0.00

$0.00

$50,000.00

Travel, Lodging & Meals

$3,500.00

$4,150.00

$38,000.00

Education & Training

$25,000.00

$50,000.00

$130,500.00

Software Engineering

$0.00

$4,000.00

$31,000.00

Compliance Auditing

$0.00

$1,000.00

$2,000.00

Salaries and Benefits

$0.00

$0.00

$275,000.00

XBR, LLC share acquisition

$0.00

$20,000.00

$400,000.00

Bitcoin Foundation Contribution

$0.00

$0.00

$10,000.00

Debt Repayment

$10,000.00

$10,000.00

$25,000.00

Ownership Structure & Rights of Securities

Ownership

A majority of the Company is owned by a few people.  Those people are Jessica Van Sickle and Nicholas Chavez.

  • Below the beneficial owners of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, are listed along with the amount they own.

NAME

SHARES OWNED PRIOR TO OFFERING

PERCENTGE OWNED PRIOR TO OFFERING

Jessica Van Sickle

5,100,000 shares

51%

Nicholas Chavez

4,900,000 shares

49%

Following the Offering, the Purchasers will own approximately 9.55% if the Maximum Amount is raised.

 

Classes of Securities

Common Stock Authorized:  10,000,000 shares

Voting Rights

At any meeting of the stockholders of the Corporation each holder of Common Stock shall be entitled to one (1) vote for each share outstanding in the name of such holder on the books of the Corporation on the date fixed for determination of voting rights.  Upon compliance with Wyoming law, beneficial owners, rather than the actual Shareholder, may vote the shares.

Majority Vote

A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum unless such presence was only for the sole purpose of objection to notice given.

Cumulative Voting

Each Shareholder entitled to vote for directors has the right to cumulate votes in the election of directors according to Wyoming law, unless the articles provide that there shall be no cumulative voting.

Proxy Voting Rights

At all meeting of Shareholders, a Shareholder may vote by proxy executed in writing or by electronic transmission by the Shareholder or by his duly authorized attorney in fact.  Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Preemptive Rights

Unless otherwise determined by the Board of Directors, no stockholder of the Corporation shall have preemptive rights to subscribe for any additional shares of stock, or for other securities of any class, or for rights, warrants or options to purchase stock for the scrip or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges.

Restrictions on Sale or Disposition

All lawful restrictions on the sale or other disposition of shares may be placed upon all or a portion or portions of the certificates evidencing the Corporation's shares.

Dividend Rights

Dividends may be paid upon the common stock, as and when declared by the board of Directors, out of funds of the Corporation legally available there for.  The Company has never paid a dividend and does not intend to pay dividends in the foreseeable future, which means that shareholders may not receive any return on their investment from dividends.

Rights to Receive Liquidation Distributions

Upon any liquidation, dissolution and termination of the Corporation, and after payment or setting aside of any amount sufficient to provide for payment in full of all debts and liabilities of, and other claims against the Corporation, the assets shall be distributed pro rata to the holders of the common stock.

Preferred Stock Authorized: Zero (0) shares

We may authorize the issuance of up to 5,000,000 shares of preferred stock, par value $.0001.  As of October 15, 2018, there were zero (0) shares of preferred stock authorized, issued or outstanding.  The shares of preferred stock may be issued in series and shall have such voting rights, designations, preferences and limitations or restrictions as set by our board of directors, of which as of the date of this Memorandum is comprised of Ms. Jessica Van Sickle and Mr. Nicholas Chavez.

Issuances of preferred stock could adversely affect or dilute the voting power of common shareholders, adversely affect the likelihood that common shareholders will receive dividend payments on liquidation, and have the effect of delaying or preventing a change in shareholder and management control.

Our articles of incorporation and Wyoming Law include a number of provisions that may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts.  As previously described, our articles of incorporation authorize the issuance of preferred stock to prevent any merger, tender offer or other takeover attempt which is deemed to be unwanted and is opposed by our board of directors.

What it means to be a Minority Holder

As a minority holder of Common Stock, you will have limited ability, if at all, to influence our policies or any other corporate matter, including the election of directors, changes to the Company's governance documents, additional issuances of securities, company repurchases of securities, a sale of the Company or of assets of the company, or transactions with related parties.

Dilution

Investors should understand the potential for dilution.  Each Investor's stake in the Company could be diluted due to the Company issuing additional shares.  In the instance that the Company issues more shares, the percentage of the company that you own will decrease, despite a possible increase in the value of your shares; ultimately, you may own a smaller piece of a larger company.  Dilution increases the number of shares outstanding and is generally, but not always, the result of an additional funding round or conversion of certain instruments (convertible notes, preferred shares or warrants into stock.

If we decide to issue more shares, an Investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns (and can therefore vote) being less than before.  There may also be earnings dilution, with a reduction in the amount earned per share.

The type of dilution that hurts early-stage investors mostly occurs when the company sells more shares in a "down round," or, at a lower valuation than in earlier offerings.

If you are making an investment expecting to own a certain percentage of the Company or are expecting each share to hold a certain amount of value, it is important to realize how the value of those shares can decrease by actions taken by the Company.  Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

Transferability of Securities

For a year, the securities that you purchase in this Offering can only be resold:

  • in an Initial Public Offering (IPO);
  • to the Company;
  • to an accredited investor;
  • 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

Risks & Disclosures

THE UNITED STATES GOVERNMENT HAS NOT "ENDORSED" "APPROVED" "SANCTIONED" OR MAY OTHERWISE EVEN BE "AWARE" OF XBR LLC, BITCOINR, XBR DIGITAL CURRENCY OR DIGITAL GOALS INC.  OUR RELATIONSHIP WITH THE US GOVERNMENT IS ENTIRELY THROUGH FILINGS WITH THE US SECURITIES AND EXCHANGE COMMISSION AND THE US TREASURY (FINCEN & IRS) AND TO OUR KNOWLEDGE THE US GOVERNMENT HAS NOT AFFIRMATIVELY REVIEWED OR APPROVED ANY ASPECT OF OUR FILINGS NOR IS THERE ANY FUTURE EXPECTATION THAT SUCH REVIEW OR APPROVAL IS CONTEMPLATED OR FORTHCOMING.

The United States Securities and Exchange Commission (SEC) requires the company to identify risks that are specific to its business and its financial condition.  You should consider general risks as well as specific risks when deciding whether to invest.  The company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to.  These include risks relating to economic downturns, political and economic events and technological developments (such as cyberattacks and our ability to prevent them).  Additionally, early-stage companies are inherently riskier than more developed companies.  Investing in our common stock will provide you with an equity ownership interest in Digital Goals, Inc.  As one of our shareholders, your investment will be subject to risks inherent to our business.  The price of our common stock may decline.  You should carefully consider the following factors as well as other information contained in this document before deciding to invest in shares of our common stock.

These are the principal risks that relate to the company and its business:

  • We have a limited operating history upon which you may evaluate us.
  • We were formed in March 2002.  The company was dormant from 2002 to 2015.  We have a limited operating history upon which you may evaluate our business and prospects.  We are among the many companies that have entered into the relatively new blockchain market and are in the early stages of our development.  Our business and prospects must be considered in light of the risk, expense and difficulties frequently encountered by companies in an early stage of development, particularly companies in new and rapidly evolving markets such as blockchain.  If we are unable to effectively allocate our resources, our stock price may be adversely affected and we may be unable to execute our strategy.
     
  • Investments in startups including any investment in Digital Goals, Inc. involve a high degree of risk.  Financial and operating risks confronting startups are significant and we are not immune to such risks.  The blockchain market is new and highly competitive; the number of startups that will survive as a going-concern will be small.  Startups generally fail as the result of operational error in one, or a combination of the following areas: financing, management, product development and marketing.  Startups generally exhaust their funding and are unable to find additional funding to sustain operations.
     
  • Digital Goals, Inc. requires the proceeds from this offering to continue operations.  Our ability to continue as a going concern is wholly dependent upon the completion of this and any subsequent Offering that may be deemed necessary.  Taking into account the proceeds from this Offering, we will still be required to raise additional capital within twelve (12) months to fund our operations.  We have no committed sources of additional capital and our access to capital funding is perpetually uncertain.  There is no assurance that additional equity or debt financing will be available to us when needed.  In the event that we are unable to secure financing, we may cease operations entirely.
     
  • We have previously sold $105,000.00 in convertible notes in an exempt offering under Regulation D.  These notes are to be repaid at 6.25% interest, three (3) years hence the date of execution for an aggregate repayment of approximately $126,000.  If we are not able to raise a minimum of $895,000 in equity or debt capital prior to the maturity dates of the notes beginning in Q4'2019, the notes will not convert to equity and Digital Goals, Inc. will need to repay the notes with interest.  In the event that we do not raise capital sufficient to convert the notes to equity, the Company may repay the notes using funds raised in the Offering.  Even if the company has capital sufficient to repay the notes, either from revenue generated by operations, or from this or another Offering, the burden of the debt repayment may cause the company financial hardship resulting in entity dissolution.  If the company dissolves, Investors will likely lose all of their investment.
     
  • We are conducting this Offering on a best-efforts basis; accordingly, there can be no assurance that we will raise more than the target offering amount and the target offering amount will not be sufficient to continue our operations in the immediate future.  Once Digital Goals, Inc. reaches the target offering amount of $50,000.00 and conducts the First Closing, there will be no obligation for Digital Goals, Inc. to return any investment funds even though no funds in excess of the target offering amount may have been raised.  The target offering amount may be insufficient to cover expenses associated with the Offering and to fund the Company's operations for any period of time in the immediate future.  Even if we receive funds in excess of the target offering, or equal to the maximum offering, it may not be sufficient to meet our working capital needs beyond ninety (90) days.
     
  • We expect to raise additional capital.  Therefore, your ownership interest in the company is likely to be diluted.  We estimate the costs associated with operations and contemplated acquisitions will exceed the maximum amount the Company is permitted to raise in this Offering.  We plan to use some of the net proceeds of this Offering to prepare for a Regulation A+ or other offering.  It is possible that, in addition to dilution, later investors may get more favorable terms for purchasing equity in our Company than you may receive in this Offering.
     
  • We may be forced to cease operations or dissolve the company due to any number of reasons, including fluctuation in the value of currencies, failure to establish, maintain or capitalize on commercial relationships.  If we dissolve the company, Investors will likely lose all of their investment.
     
  • Digital Goals was compensated 1,491,000 XBR currency units (or approximately 7.1% of the total 21,000,000 XBR currency units to be produced) for its role in the development and ongoing management of the bitcoinR technology platform for XBR, LLC.  We do not expect these XBR digital currency units to hold any monetary value, nor do we expect that a market will develop for the trading of XBR digital currency units.
     
  • Operational capital, when not in use, may be invested into securities, derivatives, futures, forwards, perpetuals, contracts or other financial instruments in an attempt to make a return.  If the instruments lose value or become illiquid, it could materially and negatively impact our financial position and we may be unable to continue operations.
     
  • Assets held in the form of securities, fiat currencies, cryptocurrency or other instruments may lose value or become illiquid.  This may materially change the valuation of the company and impact its ability to pay employees and vendors and ultimately continue as a going concern.
     
  • Investors may lack information for monitoring their investment.  Investors may not be able to obtain desired information regarding Digital Goals, Inc. on a timely basis or at all.  It is possible that Investors may not be made aware of material adverse changes that have occurred with respect to their investments in a timely basis or at all.  Information pertaining to the work product and services provisioned by Digital Goals, Inc. is of a highly technical nature and may not easily or routinely be communicated to Investors.
     
  • United States and international law are broadly unclear regarding the various treatments of centralized and decentralized cryptocurrency and blockchain companies and any law(s) are subject to changes in construct and/or categorization.  If these regulations become too costly to comply with, we may dissolve the company.  If the company is dissolved due to regulatory or other reasons, Investors will likely lose all of their investment.
     
  • Technological issues including, but not limited to those caused by software, hardware, communications infrastructure or human intervention may cause the technology developed by us to cease functioning which would have a detrimental impact on our ability to develop future business or sustain any current business that may exist at the time of issue occurrence.
     
  • We do not expect there to be many, or potentially any market makers to develop a trading market for our common stock.
     
  • Investors may not easily resell their securities.  There are restrictions regarding the resale of your securities for one calendar year subsequent to the day you purchase the securities.  More importantly, there is no market for these securities, and there might never be one.  It is unlikely that the company will ever go public or get acquired by a larger company.  The money you pay for these securities could be illiquid for an indefinite period or perpetually.
     
  • Digital Goals, Inc. may purchase XBR, LLC in part, or in its entirety.  Digital Goals, Inc. and XBR, LLC are under common ownership and control by Jessica Van Sickle and Nicholas Chavez.  Both companies have a limited operating history and neither are, or have been profitable.
     
  • The continued operation of Digital Goals, Inc. is reliant on the continued availability of certain key stakeholders, namely Jessica Van Sickle and Nicholas Chavez, as well as certain vendors and developers; the identities of which or who may be unknown.
     
  • Digital Goals, Inc. has limited ability to segregate duties as would be required by modern corporate governance best-practices.  The Company has two persons serving as its board of directors, and those persons, Jessica Van Sickle and Nicholas Chavez, are also our executive officers.  Because of limited resources, the Company's administrative staff is of a contractual variety, and there is little to no segregation of duties among the persons responsible for disclosure, bookkeeping, and financial accounting.
     
  • Digital Goals, Inc. does not hold any patents that guarantee a persistent intellectual property advantage in the blockchain space.  We may unintentionally infringe upon the intellectual property of a well-funded competitor which may carry the financial burden of legal fees and penalties which could cause the company to cease operations.
     
  • Blockchain is a rapidly changing industry.  The Company will sponsor education and training for key employees in software engineering, computer science, blockchain, cybersecurity, management, law and any courses that may be deemed as "requirements" associated with completing a certificate, certification, degree or diploma in those or related fields.  We expect these educational and training commitments to be expensive, time consuming and constant or near constant.
     
  • Aspects of blockchain technology development, management and mining may require highly specialized, expensive hardware, software, and services which may be difficult to obtain.  If we cannot obtain this specialized equipment or retain persons or vendors to provide specialized services, we may fail to execute our strategy.
     
  • Blockchain is a global industry, members of our executive team, advisory board and our clients are physically located outside of the State of Wyoming.  We expect to have the need to travel extensively to operate Digital Goals, Inc.  This travel will be costly and time consuming.  In some instances, we may choose to enter into leases for employee living arrangements and transportation on behalf of the company, even if it is economically indefensible to do so when compared with short term hotel stays or rental transportation.  If we are prohibited from traveling due to government intervention, funding, or other constraints, we may fail to execute our strategy.
     
  • Neither Digital Goals, Inc., our common stock, or any person, agent or entity affiliated with the Company has been "endorsed by," "approved by," or represents himself, herself or itself to act on behalf of, or as a representative or agent of the United States, or any other government.

Risks Related to the Company’s Business and Industry

In order for the Company to compete and grow, it must attract, recruit, retain and develop the necessary personnel who have the needed experience.
Recruiting and retaining highly qualified personnel is critical to our success.  These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise.  We face intense competition for personnel.  The failure to attract and retain personnel or to develop such expertise could delay or halt the development and commercialization of our product candidates.  If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in product development, loss of customers and sales and diversion of management resources, which could adversely affect operating results.  Our consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.

The development and commercialization of our services is highly competitive.
We face competition with respect to any products that we may seek to develop or commercialize in the future.  Our competitors include major companies worldwide.  Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved services and thus may be better equipped than us to develop and commercialize services.  These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies.  Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.  Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our Institute will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.

We depend on third-party service providers and outsource providers for a variety of services and we outsource a number of our non-core functions and operations.
In certain instances, we rely on single or limited service providers and outsourcing vendors around the world because the relationship is advantageous due to quality, price, or lack of alternative sources.  If production or service was interrupted and we were not able to find alternate third-party providers, we could experience disruptions in manufacturing and operations including product shortages, higher freight costs and re-engineering costs.  If outsourcing services are interrupted or not performed or the performance is poor, this could impact our ability to process, record and report transactions with our customers and other constituents.  Such interruptions in the provision of supplies and/or services could result in our inability to meet customer demand, damage our reputation and customer relationships and adversely affect our business.

We plan to implement new lines of business or offer new products and services within existing lines of business.
There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed.  In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources.  Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible.  We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance.  As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients or be subject to cost increases.  As a result, our business, financial condition or results of operations may be adversely affected.

The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees.
In particular, the Company is dependent on Jessica Van Sickle and Nicholas Chavez.  The Company has or intends to enter into employment agreements with Jessica Van Sickle and Nicholas Chavez although there can be no assurance that it will do so or that they will continue to be employed by the Company for a particular period of time.  The loss of Jessica Van Sickle or Nicholas Chavez or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

We rely on various intellectual property rights, including patents, trademarks, copyrights, and licenses in order to operate our business.
Such intellectual property rights, however, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage.  In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected.  In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons or countries may require compulsory licensing of our intellectual property.  Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations.  We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights.  There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.

As we expand our business, protecting our intellectual property will become increasingly important.  The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information.  In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits.  Also, these third parties may assert claims against us with or without provocation.  These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns.  The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain.  We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights.
Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to [the complexity of our technology and] the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations.  A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or could subject us to an injunction against development and sale of certain of our products or services.  We may have to pay substantial damages; including damages for past infringement if it is ultimately determined that our product candidates infringe a third party’s proprietary rights.  Even if these claims are without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from other business concerns.  Any public announcements related to litigation or interference proceedings initiated or threatened against as could cause our business to be harmed.  Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement.  In certain of our businesses we rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in the future on favorable terms or at all.

Our management team has limited experience in the blockchain arena, and has not managed a business with similar risks and challenges specific to our business.
Members of our management team may make decisions detrimental to our business and/or be unable to successfully manage our operations.  The ineffective management of our business will have a negative effect on our results of operations.

The Company intends to use the proceeds from the Offering to engage in various aspects of the blockchain industry.
The net proceeds from this Offering will be used for the purposes which our management deems to be in our best interest in order to address changed circumstances or opportunities.  As a result of the foregoing, our success of will be substantially dependent upon our discretion and judgment with respect to application and allocation of the net proceeds of this Offering.  The Company may choose to use the proceeds in a manner that you do not agree with and you will have no recourse.  A use of proceeds that does not further the Company’s business and goals could harm the Company and its operations and ultimately cause a Purchaser to lose all or a portion of his or her investment.

The development and commercialization of our services is highly competitive.
We face competition with respect to any services that we may seek to provide in the future.  Our competitors include major private mining companies worldwide.  Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development, and thus may be better equipped than us to develop and commercialize our blockchain technologies.  These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies.  Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.  Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.

We depend on third-party service providers and outsource providers for a variety of services and we outsource a number of our non-core functions and operations.
In certain instances, we rely on a single or a limited number of service providers and outsourcing vendors because the relationship is advantageous due to quality, price, or lack of alternative sources.  If production or service was interrupted and we were not able to find alternate third-party providers, we could experience significant disruptions in our process.  If outsourcing services are interrupted or not performed or the performance is poor, this could impact our ability to process, record and report transactions with our customers and other constituents.  Such interruptions in the provision of supplies and/or services could result in our inability to meet customer demand, damage our reputation, customer relationships and business.

We depend on third party providers, suppliers and licensors to supply some of the hardware, software and operational support necessary to provide some of our services.
We obtain these materials from a limited number of vendors, some of which do not have a long operating history or which may not be able to continue to supply the equipment and services we desire.  Some of our hardware, software and operational support vendors represent our sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity.  If demand exceeds these vendors’ capacity or if these vendors experience operating or financial difficulties, or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our customers.  These events could materially and adversely affect our ability to retain and attract customers, and have a material negative impact on our operations, business, financial results and financial condition.

Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
We may collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our customers and employees, in our data centers and on our networks.  The secure processing, maintenance and transmission of this information is critical to our operations and business strategy.  Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.  Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.  Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disrupt our operations and the services we provide, damage our reputation, and cause a loss of confidence in our products and services, which could adversely affect our business/operating margins, revenues and competitive position.

The secure processing, maintenance and transmission of this information is critical to our operations and business strategy, and we devote significant resources to protecting our information through encryption technology and utilization of "cold wallets" to protect key, confidential information.  The expenses associated with protecting our information could increase our operating expenses and reduce our margins.

An intentional or unintentional disruption, failure, misappropriation or corruption of our network and information systems could severely affect our business.
Such an event might be caused by computer hacking, computer viruses, worms and other destructive or disruptive software, "cyber‑attacks" and other malicious activity, as well as natural disasters, power outages, terrorist attacks and similar events.  Such events could have an adverse impact on us and our customers, including degradation of service, service disruption, excessive call volume to call centers and damage to our plant, equipment and data.  In addition, our future results could be adversely affected due to the theft, destruction, loss, misappropriation or release of confidential customer data or intellectual property.  Operational or business delays may result from the disruption of network or information systems and the subsequent remediation activities.  Moreover, these events may create negative publicity resulting in reputation or brand damage with customers.

Our international operations could be affected by currency fluctuations, including fluctuations in the price of cryptocurrency, capital and exchange controls, expropriation and other restrictive government actions, changes in intellectual property legal protections and remedies, trade regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as by political unrest, unstable governments and legal systems and inter-governmental disputes.

Any of these changes could adversely affect our business.  Many emerging markets have experienced growth rates in excess of the world’s largest markets, leading to an increased contribution to the industry’s global performance.  There is no assurance that these countries will continue to sustain these growth rates.  In addition, some emerging market countries may be particularly vulnerable to periods of financial instability or significant currency fluctuations, which can adversely affect our results.

The Company could be negatively impacted if found to have infringed on intellectual property rights.
Technology companies, including many of the Company’s competitors, frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property rights.  In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained.  As the Company grows, the intellectual property rights claims against it will likely increase.  The Company intends to vigorously defend infringement actions in court and before the United States International Trade Commission.  The plaintiffs in these actions frequently seek injunctions and substantial damages.  Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, the Company may have to engage in protracted litigation.  If the Company is found to infringe one or more patents or other intellectual property rights, regardless of whether it can develop non-infringing technology, it may be required to pay substantial damages or royalties to a third-party, or it may be subject to a temporary or permanent injunction prohibiting the Company from marketing or selling certain products.  In certain cases, the Company may consider the desirability of entering into licensing agreements, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur.  These licenses may also significantly increase the Company’s operating expenses.

Regardless of the merit of particular claims, litigation may be expensive, time-consuming, and disruptive to the Company’s operations and distracting to management.  In recognition of these considerations, the Company may enter into arrangements to settle litigation.  If one or more legal matters were resolved against the Company’s consolidated financial statements for that reporting period could be materially adversely affected.  Further, such an outcome could result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against the Company that could adversely affect its financial condition and results of operations.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
Our agreements with advertisers, advertising agencies, customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our products, services or other contractual obligations.  The term of these indemnity provisions generally survives termination or expiration of the applicable agreement.  Large indemnity payments would harm our business, financial condition and results of operations.  In addition, any type of intellectual property lawsuit, whether initiated by us or a third party, would likely be time consuming and expensive to resolve and would divert management’s time and attention.

We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs.
To protect our rights in our services and technology, we rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality agreements with employees and third parties, and protective contractual provisions.  Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights.  In addition, it is possible that others could independently develop substantially equivalent intellectual property.  If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened.

Effectively policing the unauthorized use of our services and technology is time-consuming and costly, and the steps taken by us may not prevent misappropriation of our technology or other proprietary assets.  The efforts we have taken to protect our proprietary rights may not be sufficient or effective, and unauthorized parties may copy aspects of our services, use similar marks or domain names, or obtain and use information, marks, or technology that we regard as proprietary.  We may have to litigate to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of others’ proprietary rights, which are sometimes not clear or may change.  Litigation can be time consuming and expensive, and the outcome can be difficult to predict.

We rely on agreements with third parties to provide certain services, goods, technology, and intellectual property rights necessary to enable us to conduct operations.
Our ability to implement and provide our applications and services depends, in part, on services, goods, technology, and intellectual property rights owned or controlled by third parties.  These third parties may become unable to or refuse to continue to provide these services, goods, technology, or intellectual property rights on commercially reasonable terms consistent with our business practices, or otherwise discontinue a service important for us to continue to operate our applications.  If we fail to replace these services, goods, technologies, or intellectual property rights in a timely manner or on commercially reasonable terms, our operating results and financial condition could be harmed.  In addition, we exercise limited control over our third‑party vendors, which increase our vulnerability to problems with technology and service those vendors provide.  If the services, technology, or intellectual property of third parties were to fail to perform as expected, it could subject us to potential liability, adversely affect our renewal rates, and have an adverse effect on our financial condition and results of operations.

If we fail to maintain or expand our relationships with our suppliers, we may not have adequate access to new or key technology necessary for our products, which may impair our ability to deliver leading-edge products.

In addition to the technologies we develop, our suppliers develop product innovations at our direction that are requested by our customers.  Further, we rely heavily on our component suppliers to provide us with leading-edge components that conform to required specifications or contractual arrangements on time and in accordance with a product roadmap.  If we are not able to maintain or expand our relationships with our suppliers or continue to leverage their research and development capabilities to develop new technologies desired by our customers, our ability to deliver leading-edge products in a timely manner may be impaired and we could be required to incur additional research and development expenses.  Also, disruption in our supply chain or the need to find alternative suppliers could impact the costs and/or timing associated with procuring necessary products, components and services.  Similarly, suppliers have operating risks that could impact our business.  These risks could create product time delays, inventory and invoicing problems, staging delays, and other operational difficulties.

We must acquire or develop new products, evolve existing ones, address any defects or errors, and adapt to technology change.
Technical developments, client requirements, programming languages, and industry standards change frequently in our markets.  As a result, success in current markets and new markets will depend upon our ability to enhance current products, address any product defects or errors, acquire or develop and introduce new products that meet client needs, keep pace with technology changes, respond to competitive products, and achieve market acceptance.  Product development requires substantial investments for research, refinement, and testing.  We may not have sufficient resources to make necessary product development investments. We may experience technical or other difficulties that will delay or prevent the successful development, introduction, or implementation of new or enhanced products.  We may also experience technical or other difficulties in the integration of acquired technologies into our existing platform and applications.  Inability to introduce or implement new or enhanced products in a timely manner could result in loss of market share if competitors are able to provide solutions to meet customer needs before we do, give rise to unanticipated expenses related to further development or modification of acquired technologies as a result of integration issues, and adversely affect future performance.

The services we provide are based on advanced technology, and we need to rapidly and successfully develop and introduce new products and services in a competitive, demanding and rapidly changing environment.
To succeed in our intensely competitive industry, we must continually improve, refresh and expand our product and service offerings to include newer features, functionality or solutions, and keep pace with price-to-performance gains in the industry.  Shortened product life cycles due to customer demands and competitive pressures impact the pace at which we must introduce and implement new technology.  This requires a high level of innovation by both our software developers and the suppliers of the third-party software components included in our systems.  In addition, bringing new solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate customer needs and technology trends.  We must continue to respond to market demands, develop leading technologies and maintain leadership in analytic data solutions performance and scalability, or our business operations may be adversely affected.

We must also anticipate and respond to customer demands regarding the compatibility of our current and prior offerings.  These demands could hinder the pace of introducing and implementing new technology.  Our future results may be affected if our products cannot effectively interface and perform well with software products of other companies and with our customers’ existing IT infrastructures, or if we are unsuccessful in our efforts to enter into agreements allowing integration of third-party technology with our database and software platforms.  Our efforts to develop the interoperability of our products may require significant investments of capital and employee resources.  In addition, many of our principal products are used with products offered by third parties and, in the future, some vendors of non-Company products may become less willing to provide us with access to their products, technical information and marketing and sales support.  As a result of these and other factors, our ability to introduce new or improved solutions could be adversely impacted and our business would be negatively affected.

Our business could be negatively impacted by cyber security threats, attacks and other disruptions.
Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations.  These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities.  These intrusions sometimes may be zero (0) day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs.  Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns.  Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure.  A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber‑attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

If we do not respond to technological changes or upgrade our technology systems, our growth prospects and results of operations could be adversely impacted.
To remain competitive, we must continue to enhance and improve the functionality and features of our technology infrastructure.  As a result, we will need to continue to improve and expand our infrastructure and related software capabilities.  These improvements may require greater levels of spending than we have experienced in the past.  Without such improvements, our operations might suffer from unanticipated system disruptions, slow application performance or unreliable service levels, any of which could negatively impact our reputation and ability to attract and retain customers and contributors.  We may face significant delays in introducing new services, products and enhancements.  If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing websites and our proprietary technology and systems may become obsolete or less competitive, and our business may be harmed.  In addition, the expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that our business will improve.

We depend on the growth and adoption of blockchain technology.
The Company’s business plan depends upon the growth and adoption of blockchain technology.  If industry participants determine that blockchain is not an effective protocol, due to security or other risks, or if another technology emerges which is superior to blockchain, then it is highly likely that the Company will cease to be viable.

We could be in a cryptocurrency bubble.
The market prices of BTC and certain other cryptocurrencies have been subject to extreme fluctuations and recently have appreciated rapidly.  Some market participants believe that there is a cryptocurrency speculative bubble that could burst, leading to a dramatic fall in prices.  If such a collapse occurs, the value of the Company would fall accordingly and the resultant loss of confidence could lead to a lack of interest in and eventual demise of the Company.

Regulators could shut down the market or the Company.
The regulatory environment related to cryptocurrency is nascent and emerging.  At present, the Company believes it can conduct its operations without material regulatory interference.  However, it is possible that one or more federal, state, or local regulatory agencies could determine that activities of the Company or blockchain technologies generally should be regulated, curtailed, or prohibited.  The direct and indirect costs of such a determination could prove fatal for the Company, which operates with low margins in a highly competitive global market.

Technology obsolescence could undermine the Company’s activities.
Blockchain technology services can be a computationally intensive process that utilizes specialized equipment that is continually being upgraded by newer, more efficient technology.  The Company’s investment in equipment to enable its mining operation may prove to be an unprofitable investment depending on the timing of the obsolescence of its equipment, the cost of power, air conditioning, space, and network connectivity.

Wallet security is a unique and significant risk for the Company.
The Company services may include the development or use of a digital wallet either online (hot wallet) or offline.  If the credentials to the digital wallet are lost or stolen, the cryptocurrency is not recoverable and would be lost by the Company.  As such, the Company is significantly exposed to the risk that credentials go missing or are stolen.

Regulatory changes or actions may alter the nature of an investment in the Securities or restrict the use of blockchain in a manner that adversely affects an investment in the Securities.
Until recently, little or no regulatory attention has been directed toward blockchain technologies by United States federal and state governments, foreign governments and self‑regulatory agencies.  As blockchain technology and cryptocurrency have grown in popularity and in market size, the United States Congress and certain United States agencies (e.g., FinCEN and the Federal Bureau of Investigation) have begun to examine the operations of the Bitcoin network and other blockchain technologies, blockchain users and the various cryptocurrency exchange markets.  Local state regulators such as the California Department of Financial Institutions and the New York State Department of Financial Services have also initiated examinations of Bitcoin and other cryptocurrency.  Additionally, a United States federal magistrate judge in the United States District Court for the Eastern District of Texas has ruled that "Bitcoin is a currency or form of money," although there is no indication yet whether other courts or federal or state regulators will follow the federal magistrate’s opinion.  There is a possibility of future regulatory change altering, perhaps to a material extent, the nature of an investment in the Securities or the ability of the Company to continue to operate.  Currently, neither the SEC nor the CFTC has formally asserted regulatory authority over cryptocurrency network or cryptocurrency trading and ownership.

To date, we have generated little or no revenue, do not foresee generating any revenue in the immediate future and therefore rely on external financing.
While we intend to generate revenue in the future, we cannot assure you when or if we will be able to do so.

We rely on external financing to fund our operations.  We anticipate, based on our current proposed plans and assumptions relating to our operations (including the timetable of, and costs associated with our anticipated operations) that, if only the Target Amount is raised in this Offering, it will be insufficient to allow us to commence operations.

We expect capital outlays and operating expenditures to increase over the next several years as we expand our infrastructure, engage in mining operations and software engineering projects.

  • The cost of maintaining or expanding our operations;
  • The financial terms and timing of any collaborations, licensing or other arrangements into which we may enter;
  • The rate of progress and cost of development activities;
  • The need to respond to technological changes and increased competition; and
  • The costs of filing, prosecuting, defending and enforcing any legal claims and/or intellectual property rights.

We may have difficulty obtaining additional funding and we cannot assure you that additional capital will be available to us when needed, if at all, or if available, will be obtained on terms acceptable to us.  If adequate funds are not available, we may have to delay, scale back, or eliminate some of our operations or our research development and commercialization activities.  Under these circumstances, if the Company is unable to acquire additional capital or is required to raise it on terms that are less satisfactory than desired, it may have a material adverse effect on its financial condition.

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, the inherent business risks associated with our company, the anticipated assets of the Company, the blockchain industry 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, reduce the scope of or eliminate one or more of our prospective business activities, which could materially harm our business, financial condition and results of operations.

There is currently no public market for our Common Stock.  Failure to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult or impossible for you to sell your Common Stock.
Prior to this Offering, there has been no public market for our Common Stock and a public market for our Common Stock may not develop after completion of this Offering.  We do not expect to ever have a public market for the Common Stock.  There can be no assurance as to the liquidity of any markets that may develop for our Common Stock, the ability of holders of Common Stock to sell their Common Stock, or the prices at which holders may be able to sell our common stock.

We have not prepared any 2018 audited financial statements.
Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities for 2018 on which to make your investment decision.  If you feel the information provided is insufficient, you should not invest in the Company.

We are subject to a wide range of taxes and fees, such as income, sales, use, value-added, net worth, property and goods and services taxes, in both the U.S. and potentially in foreign jurisdictions.
Significant judgment is required in determining our provision for taxes and other tax liabilities.  In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain.  Although we believe that our tax estimates are reasonable:  (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.
We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes‑Oxley Act of 2002.  There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls.  We expect to incur additional expenses and diversion of management’s time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

There is an absence of a merit review of this Offering.
No state or federal authority has reviewed the accuracy or adequacy of the information contained herein nor has any regulatory authority made a merit review of the offering or the terms of the Common Stock.  Therefore, you must judge for yourself the adequacies of the disclosures, the pricing and fairness of the terms of the offering.  This Offering is being made in reliance on an exemption from registration contained in the Securities Act and the rules and regulations thereunder, and on similar exemptions from the qualification provisions of applicable state securities laws.  You must also recognize that they do not necessarily have any of the protections afforded by applicable federal and state securities laws as may be provided in registered and/or qualified offerings and therefore must judge the fairness of the terms of this Subscription and the adequacy and accuracy of the Memorandum without the benefit of prior review by any regulatory agency.

There is a lack of a secondary market.
There can be no assurance (and it is very unlikely) that a secondary resale market for the Common Stock will develop or, if it does develop, that it will provide the Investors with liquidity for their investments or that it will continue for as long as the Common Stock remain outstanding.  The Common Stock will not be listed on any securities exchange.

This Offering is not Registered.
The offerings of the Common Stock will not be registered with the SEC under the Securities Act or with the securities authorities of any state.  The Common Stock is being offered in reliance on exemptions from the registration provisions of the Securities Act and state securities laws applicable to offers and sales to prospective Investors meeting the prospective investor suitability requirements set forth herein.  If the Company should fail to comply with the requirements of such exemptions, prospective purchasers may have the right to rescind their purchase of the Common Stock, as applicable.  This might also occur under the applicable state securities laws and regulations in states where the Common Stock will be sold without registration or qualification pursuant to a private offering or other exemption.  If a number of the Investors were successful in seeking rescission, the Company would face severe financial demands that would adversely affect the Company as a whole and, thus, the investment in the Common Stock by the remaining Investors.  Such event would have a material adverse effect on the Company.

No Representation of Investors.
Each of the Investors acknowledges and agrees that counsel for the Company does not represent and shall not be deemed under the applicable codes of professional responsibility to have represented or to be representing any or all of the Investors in any respect.

Maintaining, extending and expanding our reputation and brand image are essential to our business success.
We seek to maintain, extend, and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation.  Increasing attention on marketing could adversely affect our brand image.  It could also lead to stricter regulations and greater scrutiny of marketing practices.  Existing or increased legal or regulatory restrictions on our advertising, consumer promotions and marketing, or our response to those restrictions, could limit our efforts to maintain, extend and expand our brands.  Moreover, adverse publicity about regulatory or legal action against us could damage our reputation and brand image, undermine our customers’ confidence and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations.

In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing media environment.  We increasingly rely on social media and online dissemination of advertising campaigns.  The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared.  Negative posts or comments about us, our brands or our products on social or digital media, whether or not valid, could seriously damage our brands and reputation.  If we do not establish, maintain, extend and expand our brand image, then our product sales, financial condition and results of operations could be adversely affected.

We depend upon consultants, contractors and other sources of services.
Our business could be affected by disruptions in, or other legal, regulatory, political or economic issues associated with, our supply network.  Our relationships with established and emerging designers have been a significant contributor to our past success.  Our ability to find qualified contractors in a timely and efficient manner is often challenging, particularly with respect to goods sourced outside the United States.  Our procurement of services from outside the United States is subject to risks associated with political or financial instability, trade restrictions, tariffs, currency exchange rates, transport capacity and costs and other factors relating to foreign trade.  In addition, our procurement of all our goods and services is subject to the effects of price increases, which we may or may not be able to pass through to our customers.  All of these factors may affect our ability to access suitable merchandise on acceptable terms, are beyond our control and could negatively affect our business and results of operations.

Government regulation is evolving and unfavorable changes could harm our business.
We are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet, e‑commerce, electronic devices, and other services.  Existing and future laws and regulations may impede our growth.  These regulations and laws may cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, electronic device certification, electronic waste, energy consumption, environmental regulation, electronic contracts and other communications, competition, consumer protection, web services, the provision of online payment services, information reporting requirements, unencumbered Internet access to our services, the design and operation of websites, the characteristics and quality of products and services, and the commercial operation of unmanned aircraft systems.  It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the Internet, e‑commerce, digital content, and web services.  Jurisdictions may regulate consumer-to-consumer online businesses, including certain aspects of our seller programs.  Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

Changes in federal, state or local laws and regulations could increase our expenses and adversely affect our results of operations.
Our business is subject to a wide array of laws and regulations.  The current political environment, financial reform legislation, the current high level of government intervention and activism and regulatory reform may result in substantial new regulations and disclosure obligations and/or changes in the interpretation of existing laws and regulations, which may lead to additional compliance costs as well as the diversion of our management’s time and attention from strategic initiatives.  If we fail to comply with applicable laws and regulations we could be subject to legal risk, including government enforcement action and class action civil litigation that could disrupt our operations and increase our costs of doing business.  Changes in the regulatory environment regarding topics such as privacy and information security, product safety or environmental protection, including regulations in response to concerns regarding climate change, collective bargaining activities, minimum wage laws and health care mandates, among others, could also cause our compliance costs to increase and adversely affect our business and results of operations.

Our operating results may fluctuate due to factors that are difficult to forecast and not within our control.
Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance.  Our operating results have fluctuated significantly in the past, and could fluctuate in the future.  Factors that may contribute to fluctuations include:

  • changes in aggregate capital spending, cyclicality and other economic conditions, or domestic and international demand in the industries we serve;
     
  • our ability to effectively manage our working capital;
     
  • our ability to satisfy consumer demands in a timely and cost-effective manner;
     
  • pricing and availability of labor and materials;
     
  • our inability to adjust certain fixed costs and expenses for changes in demand;
     
  • shifts in geographic concentration of customers, supplies and labor pools; and
     
  • seasonal fluctuations in demand and our revenue.

We are subject to rapid technological change and dependence on new product development.
Our industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes.  To compete effectively in such markets, we must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price.  Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner’s preferences.  There can be no assurance that technological developments will not render some of our products and services obsolete, or that we will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations.  Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on our business and results of operations.  Also, to the extent one or more of our competitors introduces products and services that better address a customer’s needs, our business would be adversely affected.

Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations.
We may face pricing pressure in obtaining and retaining our clients.  Our clients may be able to seek price reductions from us when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes.  They may also reduce services if they decide to move services in-house.  On some occasions, this pricing pressure results in lower revenue from a client than we had anticipated based on our previous agreement with that client.  This reduction in revenue could result in an adverse effect on our business and results of operations.

Further, failure to renew client contracts on favorable terms could have an adverse effect on our business.  Our contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees.  Terms are generally renegotiated prior to the end of a contract’s term.  If we are not successful in achieving a high rate of contract renewals on favorable terms, our business and results of operations could be adversely affected.

We rely on agreements with third parties to provide certain services, goods, technology, and intellectual property rights necessary to enable us to implement some of our applications.
Our ability to implement and provide our applications and services to our clients depends, in part, on services, goods, technology, and intellectual property rights owned or controlled by third parties.  These third parties may become unable to or refuse to continue to provide these services, goods, technology, or intellectual property rights on commercially reasonable terms consistent with our business practices, or otherwise discontinue a service important for us to continue to operate our applications.  If we fail to replace these services, goods, technologies, or intellectual property rights in a timely manner or on commercially reasonable terms, our operating results and financial condition could be harmed.  In addition, we exercise limited control over our third party vendors, which increase our vulnerability to problems with technology and service those vendors provide.  If the services, technology, or intellectual property of third parties were to fail to perform as expected, it could subject us to potential liability, adversely affect our renewal rates, and have an adverse effect on our financial condition and results of operations.

Our failure to deliver high quality server solutions could damage our reputation and diminish demand for our products, and subject us to liability.
Our customers require our products to perform at a high level, contain valuable features and be extremely reliable.  The design of our server solutions is sophisticated and complex, and the process for manufacturing, assembling and testing our server solutions is challenging.  Occasionally, our design or manufacturing processes may fail to deliver products of the quality that our customers require.  For example, a vendor may provide us with a defective component that failed under certain heavy use applications.  As a result, our product would need to be repaired.  The vendor may agree to pay for the costs of the repairs, but we may incur costs in connection with the recall and diverted resources from other projects.  New flaws or limitations in our products may be detected in the future.  Part of our strategy is to bring new products to market quickly, and first‑generation products may have a higher likelihood of containing undetected flaws.  If our customers discover defects or other performance problems with our products, our customers’ businesses, and our reputation, may be damaged.  Customers may elect to delay or withhold payment for defective or underperforming products, request remedial action, terminate contracts for untimely delivery, or elect not to order additional products.  If we do not properly address customer concerns about our products, our reputation and relationships with our customers may be harmed.  In addition, we may be subject to product liability claims for a defective product.  Any of the foregoing could have an adverse effect on our business and results of operations.

 

Risks Related to the Securities

The Class A Common Stock will not be freely tradable until one year from the initial purchase date.  Although the Class A Common Stock may be tradable under federal securities law, state securities regulations may apply and each Purchaser should consult with his or her attorney.
You should be aware of the long-term nature of this investment.  There is not now and likely will not be a public market for the Class A Common Stock.  Because the Class A Common Stock  have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the Class A Common Stock  have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF.  It is not currently contemplated that registration under the Securities Act or other securities laws will be affected.  Limitations on the transfer of the Class A Common Stock may also adversely affect the price that you might be able to obtain for the Class A Common Stock in a private sale.  Purchasers should be aware of the long-term nature of their investment in the Company.  Each Purchaser in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

Neither the Offering nor the Securities have been registered under federal or state securities laws, leading to an absence of certain regulation applicable to the Company.
No governmental agency has reviewed or passed upon this Offering, the Company or any Securities of the Company.  The Company also has relied on exemptions from securities registration requirements under applicable state securities laws.  Investors in the Company, therefore, will not receive any of the benefits that such registration would otherwise provide.  Prospective investors must therefore assess the adequacy of disclosure and the fairness of the terms of this Offering on their own or in conjunction with their personal advisors.

No Guarantee of Return on Investment.
There is no assurance that a Purchaser will realize a return on its investment or that it will not lose its entire investment.  For this reason, each Purchaser should read the Form C and all Exhibits carefully and should consult with its own attorney and business advisor prior to making any investment decision.

A portion of the proceeds from the Offering will be used to pay accrued and unpaid wages of our officers.
These proceeds will not be available for the ongoing operations of the Company but will instead be paid to these insiders as unpaid compensation for prior service to the Company.

A portion of the proceeds from the Offering will be used to pay the accrued and unpaid expenses of the principals and officers.
These proceeds will not be available for the ongoing operations of the Company but will instead be paid to these insiders as repayment for expenses incurred prior to the Offering and owed to them by the Company.

A portion of the proceeds from the Offering will used to repay obligations of the Company currently in arrears.
These proceeds will not be available for the ongoing operations of the Company but will instead be paid to creditors for amounts which are currently overdue.

A majority of the Company is owned by a small number of owners.
100% of the Company is presently owned by Jessica Van Sickle and Nicholas Chavez.  Subject to any fiduciary duties owed to our other owners or investors under Wyoming law, these owners may be able to exercise significant influence over matters requiring owner approval, including the election of  directors or managers and approval of significant Company transactions, and will have significant control over the Company’s management and policies.  Some of these persons may have interests that are different from yours.  For example, these owners may support proposals and actions with which you may disagree.  The concentration of ownership could delay or prevent a change in control of the Company or otherwise discourage a potential acquirer from attempting to obtain control of the Company, which in turn could reduce the price potential investors are willing to pay for the Company.  In addition, these owners could use their voting influence to maintain the Company’s existing management, delay or prevent changes in control of the Company, or support or reject other management and board proposals that are subject to owner approval.

The Company has the right to extend the Offering deadline.
The Company may extend the Offering deadline beyond what is currently stated herein.  This means that your investment may continue to be held in escrow while the Company attempts to raise the Target Amount even after the Offering deadline stated herein is reached.  Your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Target Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Target Amount, at which time it will be released to the Company to be used as set forth herein.  Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you.

Your ownership of the shares of stock will be subject to dilution.
Owners of Common Stock do not have preemptive rights.  If the Company conducts subsequent Offerings of Securities, issues shares pursuant to a compensation or distribution reinvestment plan or otherwise issues additional shares, investors who purchase shares in this Offering who do not participate in those other stock issuances will experience dilution in their percentage ownership of the Company’s outstanding shares.  Furthermore, shareholders may experience a dilution in the value of their shares depending on the terms and pricing of any future share issuances (including the shares being sold in this Offering) and the value of the Company’s assets at the time of issuance.

The Securities will be equity interests in the Company and will not constitute indebtedness.
The Securities will rank junior to all existing and future indebtedness and other non-equity claims on the Company with respect to assets available to satisfy claims on the Company, including in a liquidation of the Company.  Additionally, unlike indebtedness, for which principal and interest would customarily be payable on specified due dates, there will be no specified payments of dividends with respect to the Securities and dividends are payable only if, when and as authorized and declared by the Company and depend on, among other matters, the Company’s historical and projected results of operations, liquidity, cash flows, capital levels, financial condition, debt service requirements and other cash needs, financing covenants, applicable state law, federal and state regulatory prohibitions and other restrictions and any other factors the Company’s board of directors deems relevant at the time.  In addition, the terms of the Securities will not limit the amount of debt or other obligations the Company may incur in the future.  Accordingly, the Company may incur substantial amounts of additional debt and other obligations that will rank senior to the Securities.

There can be no assurance that we will ever provide liquidity to Purchasers through either a sale of the Company or a registration of the Securities.
There can be no assurance that any form of merger, combination, or sale of the Company will take place, or that any merger, combination, or sale would provide liquidity for Purchasers.  Furthermore, we may be unable to register the Securities for resale by Purchasers for legal, commercial, regulatory, market-related or other reasons.  In the event that we are unable to affect a registration, Purchasers could be unable to sell their Securities, unless an exemption from registration is available.

The Company does not anticipate paying any cash dividends for the foreseeable future.
The Company currently intends to retain future earnings, if any, for the foreseeable future, to repay indebtedness and to support its business.  The Company does not intend in the foreseeable future to pay any dividends to holders of its shares of common stock.

Our organizational documents and Wyoming law contain provisions that could have the effect of delaying, preventing or rendering more difficult an acquisition of the Company if such acquisition is deemed undesirable by the Company’s board of directors.
Our organizational documents include provisions that could prevent or deter a potential sale or acquisition of the Company.  In addition, these provisions, alone or together, could delay or prevent unsolicited takeovers and changes in control or changes in the Company’s management.  As a Wyoming corporation, the Company is also subject to provisions of Wyoming law, which prevents some shareholders holding more than a certain percentage of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of the Company’s outstanding common stock.  Any provision of our organizational documents or Wyoming law that has the effect of delaying or deterring a change in control could limit the opportunity for the Company’s shareholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for the Company’s common stock.  Please see the section of this Form C entitled "The Offering and the Securities--The Securities" for more detailed information on these provisions.

In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management.  It is not possible to foresee all risks that may affect us.  Moreover, the Company cannot predict whether the Company will successfully effectuate the Company’s current business plan.  Each prospective Purchaser is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.

THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT.  ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD BE AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS FORM C AND SHOULD CONSULT WITH HIS OR HER LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES.  THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT.

Forward-Looking Statements
The Private Placement Memorandum contains certain forward-looking statements regarding the plans and objectives of management for future operations, including plans and objectives relating to the development of the Company’s business.  The forward-looking statements included herein are based on current expectations and assumptions that involve numerous risks and uncertainties. Although the Company believes that its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate.  As a result, there can be no assurance that the forward-looking statements included in the Private Placement Memorandum shall prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other entity that the objectives and plans for the Company shall be achieved.

Previous Funding

Outstanding Securities

The Company has issued the following outstanding Securities:

Type of security

Class A Common Stock

Amount outstanding

10,000,000

Voting Rights

Each Class A common share has one vote, and is entitled to participate on a pro‑rata basis on all dividends, distributions, stock splits, and stock dividends

Anti-Dilution Rights

None

How this Security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF

10,000,000 shares pre-offering.  10,050,000 shares if target is reached.  11,070,000 is maximum is reached.

Percentage ownership of the company by the holders of such Securities (assuming conversion prior to the Offering if convertible securities)

100%

 

Type of security

Convertible Note

Amount outstanding

Eight (8) Notes convertible to 131,250 Common Shares

Voting Rights

Same as Common

Anti-Dilution Rights

None

How this Security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF

If notes are converted to shares, 131,250 shares will be added to the 10,000,000 existing shares.

Percentage ownership of the company by the holders of such Securities (assuming conversion prior to the Offering if convertible securities)

Approximately 1.3%

 

Type of security

Convertible Note

Amount outstanding

Eight (8) Notes convertible to 131,250 Common Shares

Voting Rights

Same as Common

Anti-Dilution Rights

None

How this Security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF

If notes are converted to shares, 131,250 shares will be added to the 10,000,000 existing shares.

Percentage ownership of the company by the holders of such Securities (assuming conversion prior to the Offering if convertible securities)

Approximately 1.3%

 

Outstanding Debt

The Company has the following debt outstanding:

We have previously sold $105,000.00 in convertible notes in an exempt offering under Regulation D.  These notes are to be repaid at 6.25% interest, three (3) years hence the date of execution for an aggregate repayment of approximately $126,000.00.  This was not included in our previous audits for 2016-2017 due to judged "materiality." If we are not able to raise a minimum of $895,000.00 in equity or debt capital prior to the maturity dates of the notes beginning in Q4'2019, the notes will not convert to equity and Digital Goals, Inc. will need to repay the notes with interest.  In the event that we do not raise capital sufficient to convert the notes to equity, the Company may repay the notes using funds raised in the Offering.  Even if the company has capital sufficient to repay the notes, either from revenue generated by operations, or from this or another Offering, the burden of the debt repayment may cause the company financial hardship resulting in entity dissolution.  If the company dissolves, Investors will lose their investment.

The Company has conducted the following prior Securities offerings in the past three (3) years:

Digital Goals, Inc. is presently responsible for the repayment or conversion of $105,000.00 in convertible promissory notes at 6.25% interest.  These notes will require approximately $126,000.00 in capital for repayment of principal and interest if the notes are not converted to equity.  Upon the conversion event which may, or may not occur, the notes would convert to 131,250 common shares of Digital Goals, Inc.

SECURITY TYPE

NUMBER SOLD

MONEY RAISED

USE OF PROCEEDS

OFFERING DATE

EXEMPTION FROM REGISTRATION USED OR PUBLIC OFFERING

Convertible Notes

8

$105,000.00

Working capital to expand the business

November 2016

Section 4(a)(2)

View our
Offering Documents

This investment is now closed. Deal Room access is no longer allowed unless you are an existing investor.

Meet the Digital Goals team

Co-Founder
Jessica Van Sickle

Jessica Van Sickle is a sought-after technical program manager and Certified ScrumMaster in the Silicon Beach startup ecosystem. Previously, she was a contractor for the U.S. Department of Energy and led development teams at IBM and Dell. She is a member in good standing of the Bitcoin Foundation and is presently pursuing a Bachelor of Liberal Arts degree with a concentration in Computer Science at Harvard University.

Co-Founder
Nicholas Chavez

Nicholas is a multi-exit startup founder with a technology career spanning more than 20 years, Nicholas has built, implemented or maintained applications for some of the world's largest entities. He is a Certified Bitcoin Professional & a member in good standing of the Bitcoin Foundation. He earned an A.L.B from Harvard University & in his spare time he advocates for greater inclusion of women and minorities in the technology via Diverse.org.

Distributed Computing Advisor
Dr. Sumeet Malhotra

Dr. Sumeet Malhotra is a member of the Board of Directors for the global blockchain standards body, Object Management Group. In addition to his strong distributed computing credentials in the banking industry, he is an expert regarding ISO 20022 and ISO TC68, key standards for banking and risk technical and functional compliance. Previously, Sumeet was a Vice President at Microsoft. He holds a Masters in Distributed Computing from MIT and a PhD in Distributed Computing from Cornell.

Machine Learning Advisor
Khalid Malik

Khalid Malik is a machine-learning expert who has held a variety of technology leadership positions in various Fortune 500 companies, primarily focusing on Business Intelligence, Product & Strategy Development. Khalid has also been part of several successful start-ups and primarily focused on managing the financial health of these companies. Khalid received his Bachelors of Science in Computer Information Science from Washburn University and earned his ALM in Finance from Harvard University.

Economic Advisor
Jessica Liu

Jessica Liu is a PhD candidate in Economics at Harvard University. As an empirical economist, she applies advanced econometric and statistical analysis techniques to quantify the effects of public policy. She also teaches Harvard undergraduate courses on macroeconomics and monetary policy. Her past work experience includes working for the Congressional Budget Office as a data analyst and as a business consultant for IBM.

Legal Scholar, Advisor
Russ Vigil

Russ Vigil is a graduate of the University of Colorado and Harvard Law School. Having argued cases in the United States District Court for the District of Southern New York, the Federal Court of Appeals, the United States Supreme Court and many others, he has developed decades of expertise in litigation and civil procedure. For the past 22 years, Russ has devoted the majority of his effort to conducting legal research on behalf of licensed attorneys.

Cryptography & Mathematics Advisor
Daniel Brenner

Daniel Brenner holds a mathematics degree from the University of Northern Colorado with a concentration in Applied Mathematics and Statistics. Professionally, Daniel has applied his analysis to increase profitability and yield within the casino gaming industry and select publicly traded companies. Mr. Brenner is a Certified Bitcoin Professional.

Finance & Operations Advisor
David Villecco

David Villecco has been entrusted to oversee day-to-day financial operations as well as centi-million dollar transactions in the mergers and acquisitions space within the technology and telecommunication sectors for companies such as Hewlett Packard, EchoStar and Dish Network. David received his Bachelor of Arts from the University of Northern Colorado and his MBA from the University of Notre Dame.

PoW Mining Advisor
Tyler Cheeseman

Tyler Cheeseman is a long-standing, passionate member of the cryptocurrency and blockchain communities. An avid crypto-miner, Tyler has advocated for the growth of Bitcoin and other alternative wealth stores within the geo-political community since 2012. He received his Bachelor of Arts in Graphic Design from the University of Northern Colorado.

Quantitative Engineering Advisor
John Holena

John has over 20 years of experience in quantitative and algorithmic trading, starting his career at Goldman Sachs. His algorithm development experience covers a range of asset and model-based styles, including equities statistical arbitrage, fixed income relative value, and cross-asset volatility trading. John earned his A.B., magna cum laude, in Computer Science from Harvard University.

Ethics Advisor
Corey Ciocchetti

An Associate Professor of Business Ethics and Legal Studies at the University of Denver, Corey Ciocchetti is one of the University’s most popular and highest-rated professors. Corey joined DU after graduating with a law degree from Duke University School of Law, a Masters degree in Religious Studies and two Bachelors degrees in Finance and Economics, summa cum laude, from the University of Denver.

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