White Paper. Table of Contents. It is strongly suggested that interested parties read carefully this document prior to any investment decision.

Transcription

1 White Paper It is strongly suggested that interested parties read carefully this document prior to any investment decision. Updated 21st of March 2018 Table of Contents 1 Executive Summary The TOKEN The Token Offering The Token Sale Feature of the Token The BDS-ICO Ecosystem White Label ICO Platform White Label Solution: The Planning and Decision Phase White Label Solution: ICO Execution Technical Solution Legal Support & White Paper Conceptualization Distribution Post ICO Relationship Management with Coin Holders Compensation for White Label Service The BDXCoin BDXCoin at ICO-Phase Utility of the BDXCoin as the coin of coins Crypto-Dividends Built-in Price Increase Formula In-House Crypto Exchange - BDXChange BDXCoin Prospectus... 8

2 4.3 Security of the BDXCoin Security The availability of BDX Security The Wallet s Safety and Transparency Features Velocity Liquidity Risk Disclaimer Unanticipated Risk Legal and Governmental Risks Risks connected to the value of Tokens Blockchain and Software Risks Security Risks... 13

3 1 Executive Summary BDS is planning to issue BDXCoin. The BDXCoin is planned to be a coin of coins and will be issued through an ICO starting in mid BDS will be offering a White Label ICO Platform through which companies, visionaries, and entrepreneurs will be given all features that are needed to launch their own ICO. Our team of ICO experts will act as gate-keepers to ensure the highest standards in quality of the participating ICO projects. Thus, all ICOs and all prospectuses will undergo a strict due diligence to be accepted for launch. Some of the coins of those White Label ICOs will be distributed amongst the BDXCoin holders, paying them dividends in crypto. Each time an ICO is launched, the BDXCoin holder will receive more crypto dividends into their wallet, making BDXCoin a true coin of coins. When purchasing BDXCoin, you will start building a diversified crypto portfolio without having to buy any of those coins since they are automatically added to your wallet. BDXCoin as well as all other ICO White Label coins will be traded on an proprietary crypto exchange, the BDXChange. This adds liquidity to the BDS ecosystem and enables you to easily trade different crypto s or exchange them for fiat currencies as well as bitcoin and Ethereum. BDXCoins will be issued at ICO for an issuing price to be determined according to demand. This issuing price will be not less than equivalent value of 0.20 per BDXCoin. The Issuer projects that it is unlikely for Token holders to lose value because if Tokens are converted into Coins, the price per Coin will not be lower than the issuing price. Issuance will be determined in a timely manner before the ICO. The BDXCoin ( BDX ) shall be strictly limited in availability to 5 billion Coins. Besides its utility as a crypto dividend paying coin, its owners will also benefit from its in-built price increase formula. Combined, all these features make BDXCoin an outstanding and unique opportunity. ¹ BDS Markets is an investment firm, incorporated in the Parliamentary Republic of Vanuatu (Registration Number: 17912). Registered address: BDS Markets Inc., S.I.P. Building, P.O. Box 3010, Rue Pasteur, Port Vila, Vanuatu.

4 2 The TOKEN 2.1 The Token Offering Before the ICO takes place, a Token will be offered by BDS Markets Inc. During the Token offering, early holders will be given a unique opportunity to capitalize on an increase in value. A limited number of Tokens will be offered for a value equivalent of 0,10 per Token in the beginning. The Token price will rise step by step until the ICO starts: Phase I ends 31st December The price per Token is 10 cents Phase II ends 31st January The price per Token is 12 cents Phase III ends 28th February The price per Token is 15 cents Phase IV ends 31st March The price per Token is 17 cents Phase V ends 30th April The price per token is 18 cents Phase VI ends 31st May The price per token is 19 cents Phase VII ends 30th June The price per token is 20 cents After Phase VII the Token Sale will run until the actual ICO starts 2.2 The Token Sale The Token sale started on the 18th of December 2017 and will last until the end of supply of Tokens on a first come first served basis. Up until ICO 50,000,000 Tokens will be sold by BDS Markets Inc. in each phase of the Token issuing. This number is equivalent to 1% of the total amount of BDXCoins that we plan to issue post-ico. The availability of Tokens is limited. Clients are welcome to purchase as many Tokens as they like as long as supply lasts. You can only purchase the Tokens using Bitcoin as an accepted currency. If you don t have Bitcoin you are welcome to purchase those from a venue like GDAX ( You may choose this service as linked to our website in order to convert your local currency to Bitcoin enabling you to purchase Tokens. This service underlies the discretionary terms and conditions of gdax and may be amended from time to time by gdax.com which is beyond BDS responsibility.

5 You can just buy Tokens with other crypto-currencies, mostly Bitcoin, and not with central bank issued currencies directly. You cannot sell the Token or change the ownership after buying it from the Issuer. 2.3 Feature of the Token If the ICO does not start until the , the Token purchasers will receive a reimbursement of equivalent value (see your token purchase price that you paid in 2.1) (Bitcoin, other Crypto currencies equivalent or fiat currencies) and the Token purchase agreement thereby will be rendered automatically void between the parties. It must be noted, that the Token is not a financial or securities instrument. It is a software Token with no further utility. It is no means or method to pay for goods or services or to be exchanged into any other currencies. The purchase of Token is not a purchase of equity or debt of the Seller or its associated entities. 3 The BDS-ICO Ecosystem 3.1 White Label ICO Platform During the past 5 years we have developed sophisticated software tools for handling customer requirements effectively in the financial industry. We now have tailored tools for companies entering the ICO field and launching their own ICOs. With our white label platform, every company can now execute its own professional ICO within the shortest possible time frame. Therefore, to provide an optimal ICO White Label Solution to ICO prospects and clients, we follow a very clear Mission Statement: We will establish the biggest ICO platform with the most sophisticated tools and services for our customers to enable their ICOs within 4 weeks or less and to make their ICO a true success story To achieve that mission, we have developed a fully integrated 360-degree approach for our clients towards their ICO. This process can be divided into three major stages:

6 3.2 White Label Solution: The Planning and Decision Phase Primarily, our team of ICO experts will act as a gatekeeper to choose ICO projects with the highest probability of success and to create real value for the ICO participants. The questions we must determine during that stage are: Utility coin or security coin. Hence, do you need to provide a regulated prospectus or not. Generally, we prefer ICOs with a prospectus. Is the target audience large enough and does it have a sufficient affinity for ICOs? Is the company legitimate and are the people behind trustworthy? Is the business model that should be financed with the ICO financially sound and is the business plan credible and trustworthy? What is the best jurisdiction for the ICO Our team of ICO experts will decide whether the ICO meets our high standards and criteria, such as a big, existing client or customer base. If yes, we will support the ICO and commence the ICO process. In that case, we will define an effective and tailored process throughout the ICO and for the time after. Otherwise, we abandon the project. 3.3 White Label Solution: ICO Execution Our services towards and through ICO cover all critical success factors for a successful ICO to take place Technical Solution We provide the ICO with a suite of technical tools, that are designed seamlessly integrated and allow end.to-end management of the ICO. Those include: Customer Relationship Management Tool (CRM) including a dashboard for ICO participants Automated tracking system for marketing activities (Affiliation) Programming of the Coin contract on ERC 20 and publishing on GitHub Wallet technology to safely store coins and provide security for all transactions

7 Reporting and business intelligence functions on all relevant KPIs for marketing, sales and process proceedings to control all ICO aspects Payment processing Legal Support & White Paper Conceptualization In addition to all technical aspects of a successful ICO we also provide advice and sparring on the white paper, and the business plan. To do so we have built a network of successful ICO experts that we make available to our White Label Partners. Regarding the legal aspects associated with an ICO, we cooperate with one of the leading advisory firms in Europe regarding financial regulations and regulatory boundaries. Primarily, those advisors and lawyers support on the conceptualization of the prospectus and provide guidance on how to avoid regulatory pitfalls in the different jurisdictions Distribution After having set the story and the legal framework for the ICO, we offer our clients support on the marketing related materials, such as banners, explanatory video, brochures etc. All those must be aligned with the ICO target group in order to make an ICO a true success story. We do not provide performance-marketing campaigns to our clients. Nevertheless, BDS is known for its enormous sales power. This sales power will also be offered to our ICO clients for an additional charge. 3.4 Post ICO Relationship Management with Coin Holders BDS is very experienced on how to communicate with a large customer base and built a community out of them. In contrast to customer relationship management, community building goes far beyond. It is more about creating a feeling of purpose and belonging to a bigger project amongst the coin holders. Since we are launching several ICOs over our ICO white label platform, we built an Ecosystem consisting of a wide range of fascinating projects. Holders of the BDX will participate from all those white labels, since the BDXCoin is designed as a coin of coins.

8 3.5 Compensation for White Label Service BDS is planning to launch at least one ICO a month on the white label platform. Each ICO will be charged in three ways. The total payment depends on the service level that the ICO issuer books with BDS. First, the ICO issuer has to pay a certain amount upfront. This amount is split in a payment in fiat currency and BDXCoins. Second, every ICO issuer has a target amount of coins that are planned to be issued. We increase this number by a certain percentile and demand it for our service. Hence, the ICO customer can pay us partly in coins. This will be the first time that the new crypto is actually used as a payment device. Third we ask for a revenue share. The ICO customer is meant to split this revenue share in fiat and BDXCoins. 4 The BDXCoin 4.1 BDXCoin at ICO-Phase The ICO of the BDXCoin is planned to start mid Before the ICO no BDXCoin and therefore no crypto-currency exists. After the ICO, the owners of Tokens may be offered to convert a Token into a BDXCoin. That offer does not convert a Token into a Coin directly. Prerequisite is that the offer has to be actively accepted by the Token holder. There is no legal right for Token holders to demand a conversion into Coin from the Coin Issuer. The Issuer of the BDXCoin may offer to convert one Token to be exchanged for one BDXCoin. The Issuer of BDXCoin may issue a maximum number of 5,000,000,000 BDXCoins. If this number is reached, the ICO will automatically stop. The issuing price for the ICO will be fixed by the Issuer but will not be less than the minimum amount of Bitcoin or other crypto-currency equivalent value of 0.20 per BDX. You can only purchase BDXCoins using Bitcoin or any other crypto-currency that the website accepts as a valid payment. If you don t have Bitcoin you are welcome to purchase those from a venue like GDAX (

9 As an additional service you can use that venue directly on the Issuer s website in order to convert your local currency to Bitcoin enabling you to purchase BDXCoin. Hence, there will never be a direct conversion possibility of the BDXCoin and fiat currency through the Issuer of the Coin. The Issuer of the Coin is not defined yet. The Issuer will be announced well before the ICO starts. 4.2 Utility of the BDXCoin as the coin of coins Utility describes the applicability or real world use of a coin. The BDXCoin is designed as a coin of coins. As such it includes the following features: Crypto-Dividends As mentioned in section 3 of this paper, our sibling company will be launching several ICOs over its white label platform. This service is partly compensated by coins of the launched ICO. Those coins go into a pool managed by us. This pool of coins is partly distributed amongst all BDXCoin holders. Hence, BDX acts as a Multiplier Coin. After the issuance of BDXCoin, the BDX holders wallets will fill automatically with other coins from other ICOs. This mechanism is similar to a dividend paid to the holder of a share. Instead of fiat money the dividend is provided in crypto-currency within the BDS ecosystem. This makes the BDXCoin a true Coin of Coins! Consequentially, BDX holders will participate and benefit from a rising number of ICOs and projects. A true community will evolve over time making each BDX holder benefit automatically from a range of great businesses. Thus, you are building up a diversified growing portfolio of coins over time Built-in Price Increase Formula As with every asset, good or service, the price of the BDXCoin is set where demand and supply meet. Hence, an increase in demand for BDX will result at a higher price if supply remains constant or is even decreasing. The BDXCoin has a built-in price increase formula which is affecting the value of the coin on several levels. First, since the amount of available BDX is set to 5,000,000,000 coins, supply has a fixed ceiling. It can never grow beyond that number. This is the necessary condition for an increase in price of the BDX to occur.

10 Second, white label ICO customers have to pay some of the services provided by us in BDXCoin, because it is the only currency that we accept for certain services. In order to be able to pay in BDX they first have to buy BDX from us or through our exchange. Hence, demand is growing and at a steady supply the value of the BDX is meant to increase automatically. Third, when ICO white label customers pay us in BDX, those BDXCoins are taken off the market at first. This will immediately reduce the available BDXCoins and thus support the value increase of the coin. Fourth, as a coin of coins that pays crypto dividends, the utility of the coin increases with every ICO launched over BDS platform. This results in a higher attractiveness of the BDXCoin to the audience and should cause a higher demand. The above-mentioned features of the BDX are designed to create value for holders of the BDX over a long time period In-House Crypto Exchange - BDXChange In addition to the white label services to our ICO clients mentioned in section 3, we offer each ICO that we launch to be listed on a proprietary crypto exchange. This crypto exchange (BDXChange) will offer the following features: exchange your crypto dividend tokens with one another exchange BDXCoins for fiat currencies like US$ and EUR buy and sell BDXCoin using other crypto-currencies like bitcoin, or Ethereum. Peer-to-Peer chatting functions Social Media applications The BDXChange will add liquidity to each asset listed and hence increase the audience of every ICO client. Hence, through BDXChange you have the opportunity to trade all listed coins, sell those that are of less interest to you and buy those that you find most attractive. For our ICO clients this feature is a core utility, since listing at exchanges is a true bottle-neck in the industry.

11 4.2.4 BDXCoin Prospectus A lot of coins do not abide by regulatory standards. BDX originates from an environment that is highly regulated through financial authorities. We have made the experience that obeying such regulatory stipulations provides transparency to clients and creates trust. Generally, the crypto world can be divided into security and utility coins. We perceive our offering as a utility coin since the BDX does not provide you access to cash-dividends, interest and does not permit you to participate directly in the company s cash performance. Nevertheless, we will provide a prospectus as if we were issuing a security coin. This provides transparency to the community of BDX holders. It also gives credibility when it comes to offering our ICO white label service to companies issuing a security coin since we have gone through the process ourselves. 4.3 Security of the BDXCoin Security The availability of BDX Blockchain technology ensures that a crypto-currency is very difficult to be hacked and hence the number of BDXCoins available is and remains under control. Every transaction is verified by the Blockchain making it difficult for BDXCoin to be copied and ensuring that transactions are secure Security The Wallet s Safety and Transparency Features The Wallet for BDX provides a set of feature designed to increase the safety of stored BDX. Inside your wallet holders can store all crypto-currencies they own, including BDX and other crypto-currencies The ability to invest in all types of assets and maintain a balanced portfolio Buying and selling crypto-currency and coins for fiat money Fast and secure exchange transactions with all types of assets Peer-to-Peer transfers and direct exchange Paying for and activating services with crypto-currencies Market and news analysis tool kit Reports on the profitability of trades and investments Simple processing of AML/KYC to meet regulatory requirements (for crediting and withdrawing fiat money)

12 4.4 Velocity Velocity describes the speed of flow of an asset, security or currency or how often it is traded or used to exchange goods and services or participate from its inbuilt utility. Any time people use BDX they demand the coin in order to use it. The higher demand the higher the value of the BDX since the number of coins available is strictly limited to a maximum amount. As illustrated above, there are various ways to use the BDX, which enhances utility and hence velocity. 4.5 Liquidity Liquidity is the number of coins available to prevent unpredictable volatility, whilst at the same time the value of a currency has to be ensured. If there are not enough coins issued and available for the needed velocity, the coin will experience material fluctuations in value. These fluctuations reflect every small peek or low in demand, based on usage of the coin. These fluctuations will make the utility of the coin as a real currency unpredictable and may render it impossible. When the coin volatility gets too big, risk rises to an extreme and demand will collapse. This collapse will lead to a complete loss in the coin s demand and its value. There will be 5,000,000,000 BDXCoins issued. Hence, there will be enough for the use and the velocity of the coin to be handled. Most probable, BDX will not undergo such fluctuations or volatility in value and a steady growth in value can occur. 5 Risk Disclaimer 5.1 Unanticipated Risk Blockchain technologies and cryptographic Tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included above, there are other risks associated with your purchase, holding and use of the Tokens, including those that the Company cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above. 5.2 Legal and Governmental Risks Uncertain Regulatory Framework. The regulatory status of cryptographic Tokens, digital assets and Blockchain technology is unclear or unsettled in most jurisdictions. It is difficult to predict how or whether governmental authorities will regulate such technologies.

13 It is likewise difficult to predict how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptographic Tokens, digital assets, Blockchain technology and its applications. Such changes may negatively impact the Tokens in various ways, including, for example, through a determination that the Tokens are regulated financial instruments that require registration. Company may cease the distribution of the Tokens, the development of the Platform or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so. Failure to Obtain, Maintain or Renew Licenses and Permits. Although as of the date of starting the Token sale there are no statutory requirements obliging the Company to receive any licenses and/or permits necessary for carrying out its activity, there is the risk that such statutory requirements may be adopted in the future and may relate to any of the Company s corporate entities. In this case, corporate entities' business will depend on the continuing validity of such licenses and permits and its compliance with their terms. Requirements which may by imposed by authorities and which may require any of the company s parties to comply with numerous standards, recruit qualified personnel, maintain necessary technical equipment and quality control systems, monitor operations, maintain appropriate filings and, upon request, submit appropriate information to the licensing authorities, may be costly can be time-consuming and may therefore result in delays in the commencement or continuation of operation of the Platform. Accordingly, potential licenses that any of the company s parties may require, may not be issued or renewed, or if issued or renewed, may not be issued or renewed in a timely fashion, or may involve requirements which restrict any company party's ability to conduct its operations or to do so profitably. Risk of Government Action. The industry in which corporate entities operate is new, and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There can be no assurance that governmental authorities will not examine the operations of corporate entities and/or pursue enforcement actions against them. All of this may subject corporate entities to judgments, settlements, fines or penalties, or cause corporate entities to restructure their operations and activities or to cease offering certain products or services, all of which could harm corporate entities' reputation or lead to higher operational costs, which may in turn have a material adverse effect on the Tokens and/or the development of the Platform. Risk of Burdensomeness of Applicable Laws, Regulations and Standards. Failure to comply with existing laws and regulations or the findings of government inspections, or increased governmental regulation of

14 corporate entities operations, could result in substantial additional compliance costs or various sanctions, which could materially adversely affect. Unlawful or Arbitrary Government Action. Governmental authorities may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary a law or influenced by political or commercial considerations. Moreover, the government also has the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Federal and local government entities have also used common defects in matters surrounding the Token sale as pretexts for court claims and other demands to invalidate or to void any related transaction, often for political purposes. In this environment, corporate entities' competitors may receive preferential treatment from the government, potentially giving them a competitive advantage over corporate entities. 5.3 Risks connected to the value of Tokens No Rights, Functionality or Features Other than Strictly Provided Herein. The Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, including, without limitation, any uses, purpose, attributes, functionalities or features on the Platform, other than those strictly provided in the White Paper. Risks Relating to Highly Speculative Traded Price. The valuation of digital Tokens in a secondary market is usually not transparent, and highly speculative. The Tokens do not hold any ownership rights to Company s assets and, therefore, are not backed by any tangible asset. Traded price of the Tokens can fluctuate greatly within a short period of time. There is a high risk that a Token holder could lose his/her entire contribution amount. In the worst-case scenario, the Tokens could be rendered worthless. Tokens are Non-Refundable. Except for the cases strictly provided by the applicable legislation or in the legally binding documentation on the Tokens sale, corporate entities are not obliged to provide the Token holders with a refund related to the Tokens for any reason, and the Token holders will not receive money or other compensation. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value unless otherwise disclosed in the White Paper. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the Token holder.

15 Risks of Negative Publicity. Negative publicity involving the Company, the Platform, the Tokens or any of the Company's Parties may materially and adversely affect the market perception or market price of the Tokens, whether or not it is justified. 5.4 Blockchain and Software Risks Blockchain Delay Risk. On the most Blockchains used for cryptocurrencies' transactions (e.g. Bitcoin Blockchains, Ripple, Ethereum), timing of block production is determined by proof of work so block production can occur at random times. For example, the cryptocurrency sent as a payment for the Tokens in the final seconds of the Token sale may not get included into that period. The respective Blockchain may not include the purchaser s transaction at the time the purchaser expects and the payment for the Tokens may reach the intended wallet address not in the same day the purchaser sends the cryptocurrency. Risk of Software Weaknesses. The Token smart contract concept, the underlying software application and software platform are still in an early development stage and unproven. There are no representations and warranties that the process for creating the Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the cryptocurrency and/or the Tokens. 5.5 Security Risks Lack of Token Security. The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the Token smart contract which creates the Tokens. In the event of such a software bug or weakness, there may be no remedy and holders of the Tokens are not guaranteed any remedy, refund or compensation. Attacks on Token Smart Contract. The Blockchain used for the Token smart contract which creates the Tokens is susceptible to mining attacks, including double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks. Any successful attacks present a risk to the Token smart contract, expected proper execution and sequencing of the Token transactions, and expected proper execution and sequencing of contract computations. Risk of an Unfavorable Fluctuation of Cryptocurrency Value. The proceeds of the sale of the Tokens will be denominated in cryptocurrency, and may be converted into other cryptographic and fiat currencies.

16 If the value of crypto-currencies fluctuates unfavorably during or after the Token sale, the project management team may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended. Risk of Dissolution of Company. It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ethereum, Bitcoin or other cryptographic and fiat currencies, decrease in the Tokens utility due to negative adoption of the Platform, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company may dissolve. Legal Note: BDS Markets is an investment firm, incorporated in the Parliamentary Republic of Vanuatu (Registration Number: 17912). Registered address: BDS Markets Inc., S.I.P. Building, P.O. Box 3010, Rue Pasteur, Port Vila, Vanuatu.