SECURE TOKEN OFFERING

Transcription

1 SECURE TOKEN OFFERING Making Cryptocurrency Compliant Miami Crypto Exchange

2 TABLE OF CONTENTS Executive Summary: The MCEX Solution 3 Roadmap for Growth 4 An Evolving Industry 5 The Beginnings of Cryptocurrency 5 The Need for a New Compliant Token 6 Blockchain is Compliance 7 Who s Compliant? 7 Products Offerings 8 Miami Crypto Exchange Security Token Offering 9 11 The Offering 11 How to Register as an Investor 12 How to Buy Security Tokens 13 Ownership 13 Dividend Distribution 14 Token Offering Details 14 Conclusion 15 For More Information 15 Meet the MCEX Team 16

3 EXECUTIVE SUMMARY: THE MCEX SOLUTION Broad consensus among industry experts agree that we are on the threshold of a revolution to maximize investments and financial instruments through security tokens. One barrier is slowing it down however... Compliance. Government agencies across the globe have been developing and enforcing laws against cryptocurrency and tokenized asset providers. Despite exponential market growth, compliance has become the debilitating vulnerability for both cryptocurrencies and tokenized assets alike. Miami Crypto Exchange (MCEX) was designed to correct that vulnerability. With our legal, compliant-focused gateway between the United States and exchanges across the globe, we are the technology leader in securing cryptocurrency and security token transactions. The MCEX solution is powered by Security Tokens. Security Tokens, and the Compliance solutions that support them, are the key to solving the vulnerabilities inherent in today s cryptocurrency trading solutions. MCEX is sponsoring a Security Token Offering (STO) in October 2018 to allow astute investors to participate in this disruptive technology in a secure, compliant ecosystem that leverages the the foundation of Blockchain with the innovation of the next generation of cryptocurrency. MCEX: WHO WE ARE The MCEX vision is to disrupt the Cryptocurrency Industry by correcting key flaws that impact investor confidence. Headquartered in Orlando, Florida, Adventurous Entertainment, LLC holds multiple DBA s (Doing Business As) of various ventures that are part of the main business structure, including Miami Crypto Exchange.

4 ROADMAP FOR GROWTH JUN 28, 2016 $200,000 in Seed Capital FEB 12, 2017 Run 8.2Gh/s Ethereum Farm AUG 17, 2017 Money Transmitters License FinCEN Registration AUG 21, 2017 Mercury Cash Release (WEB, ios and Android Wallets) DEC 01, 2017 $587, Seed Capital II (Merging Traffic) JAN 23, 2018 Dash Partnership FEB 01, 2018 $300,000 Seed Capital III FEB 28, 2018 Money Transmitter License in 5+ States MAR 01, 2018 Alphapoint Partnership MAY 09, 2018 MCEX Launch Q1, 2019 Cryptocurrency Broker Aditional money Transmitters Licenses for 30+ states Q2, 2019 Broker Dealer License

5 AN EVOLVING INDUSTRY The Beginnings of Cryptocurrency Cryptocurrency trading stretches into the millions of dollars in daily volume. But are those trades compliant? Wall Street 2.0 is the driver behind rapidly migrating traditional trading technologies to securitized trading using blockchain technology. Initial Coin Offerings (ICO) were the first type of currency offered, allowing firms to raise over $5.6 billion in funding* during the first year it was initiated. ICO s offered such financial growth potential that regulations were overlooked, allowing these transactions to operate at the edge of the law. This garnered the attention of regulators across the globe and prompted much-needed regulatory guidance that is ongoing today. Initial Coin Offerings (ICO s) became popular in 2013 as an efficient means of crowdfunding using cryptocurrency. Start-up companies used this form of fundraising as a source of capital for emerging technology and high-tech products. In an ICO, a quantity of the crowdfunded cryptocurrency is pre-allocated to investors in the form of "tokens", in exchange for legal tender and/or other cryptocurrencies such as Bitcoin or Ethereum. Today, enforcement authorities across the globe have begun to understand and enforce regulatory compliance practices around the ICO space. This has paved the way for Security Token Offerings (STO s) to be the next phase of this tokenized asset movement.

6 The Need for a New Compliant Token Currently, the Security and Exchange Commission (SEC) is investigating and developing regulations regarding the use of ICOs as a means of crowdfunding. The logic is simple; if crowdfunding is regulated, then ICO s can be regulated. Regulation protects investors as well as the integrity of the entire system. Therefore, the unregulated ICO is on its way out, creating intense demand for a new, regulatory-compliant form of tokenized offering. A Security Token Offering (STO) is a sale of tokens that can represent a company s equity and thrives within a fully compliant trading ecosystem. STO s create the high-demand for a system that allows functionalities and benefits that traditional stock market cannot provide, including the ability to more easily: Track the security holders of a specific security Distribute profit and losses distributions and allocate for security holders in public companies Transfer securities worldwide in an efficient manner Liquidate securities worldwide Florida has begun the process of developing oversight and formal regulations pertaining to cryptocurrencies. In June 2018, Florida Chief Financial Officer (CFO), Jimmy Patronis, released a statement on the need for Florida to provide oversight of the growing industry of cryptocurrency by creating a statewide Cryptocurrency Chief. The establishment of a cryptocurrency chief in the state will help protect Floridians from scams. Understanding the risks and benefits of this emerging industry will benefit Florida consumers. My goal is to keep pace with demand and not deter innovation while monitoring for fraudulent behavior and scams.

7 Blockchain is Compliance Blockchain technology is an efficient distributed ledger recording technology that has revolutionized the trading industry. Blockchain s technology has had a global impact, allowing for transparent, highly efficient, cost effective peer-to-peer transactions. Bitcoin and Ethereum revolutionized the industry by using Blockchain technology as its foundation. MCEX leverages the Ethereum Blockchain, making use of proprietary protocols designed to meet regulatory compliance standards, such as those enforced by the SEC and the IRS anti-money laundering regulations. WHO S COMPLIANT? Compliance is our #1 focus. Licensing, registration and insurance are all key steps to take to insure our investors are protected. But we only know if we re compliant by benchmarking against leading STO firms. Competitor Compliance Comparison MCEX Tzero Securitize OpenFinance Templum PNTD PNTD PNTD PNTD Money Transmitter License Broker dealer License WIP FinCEN Registration Cyber Insurance Fundraising Compliant STO SaaS for Issuers Broker Software License PNTD: Prefer not to be disclosed TBD: To be determined WIP: Work in Progress MCEX has invested in our people and systems to ensure our Security Token is best-in-class. We ve obtained the licenses and registration to support our vision of a secure, compliant, token that meets the standards of our discerning investors and will continue to do so. By combining the expertise of our people with solid trading processes, built on a secure blockchain platform, we offer our investors high quality, compliant Security Tokens that exceed the competitions offerings.

8 PRODUCTS OFFERINGS

9 MIAMI CRYPTO EXCHANGE MCEX is a fully compliant-focused exchange that corrects current vulnerabilities in cryptocurrency exchanges. Using a combination of a proven Blockchain platform, secure STO token, and compliant internal controls, MCEX assists investors by offering robust and fully compliant features and functionalities for their cryptocurrency investments. Three important benefits that MCEX offers are Compliance, Liquidation of Assets and Asset Exchange. Licensing and Certifications MCEX raises the compliance bar by ensuring that we are fully licensed and certified. We are on target to be among the first Broker-Dealer and licensed ATS and one of the first to registered as a Money Transmitter through Florida s Office of Finance Regulation and the US Department of the Treasury. MCEX has begun the registration process of seeking Money Transmitter licenses in 30+ states in the United States. In addition, MCEX s advanced roadmap includes becoming an Electronic Money Institution (EMI/e0Money) under the U.K. s Financial Conduct Authority, allowing for legal operations in the 23 states that comprise the European Economic Area. MCEX has started the registration process to become an SEC-registered FINRA Member Broker-Dealer and a registered-and-licensed Alternative Trading System (ATS). Liquidation of Tokenized Assets: Few exchanges list STOs because they are required to meet strict Know-Your-Customer (KYC) and Anti-Money Laundering (AML) regulations. MCEX s solution has a token-trading system capable of trading both cryptocurrencies (as utilities/non-securities) and securities (security tokens) on the same platform while adhering to these high-level KYC and AML requirements. This opens a new market for the transfer, liquidation and tracking of securities and other assets on a global scale.

10 Mercury Wallet Asset Exchange The liquidation and transfer between cryptocurrency assets and US dollars or Fiat remains convoluted. Investors are often forced to use multiple means to liquidate and exchange their funds, making the process both cumbersome and prohibitive. MCEX s proprietary Mercury Cash Wallet solves this problem. The Mercury Cash Wallet is a live hosted-wallet solution with a current customer base of users and allows for the real-time liquidation and transfer between cryptocurrency and fiat assets in a seamless and intuitive way. The Mercury Cash Wallet is available to download on both ios and Android devices and provides the ability to link a bank account, credit or debit card to be able to convert digital currency to and from your local currency. CryptoXerv White Label STO Platform Our CryptoXerv white label solution designed to empower your business to become a security token broker and/or to launch a Security Token Offering (STO). The technology equips businesses to allow their customers to register and generate personal wallets, fund their accounts to buy or sell cryptocurrencies, withdraw to their bank account, transfer to external wallets and even to send currency via (similar to Paypal). CryptoXerv has done the heavy lifting to allow businesses to focus on their core competencies and business expansion.

11 SECURITY TOKEN OFFERING The Offering We have created our proprietary technology for the management of MCEX for both Members and the Company itself. This technology integrates the benefits of the Security Tokens with SEC Compliance and regulations held for the offerings used to distribute the MCEX security token. The offering will issue SEC regulated Security Tokens in alignment with the Mercury Cash Business Plan, a Private Offering for the development of the Miami Crypto Exchange (MCEX) as an exchange platform, and Mercury Cash as a Money Transmission platform. The offer abides by 506(c) laws and regulations and will be open from April 17th, 2018 to October 17th, MCEX Tokens represent Units of Ownership, or equity securities, as defined by the Securities Act of 1993 (amended). This is the same concept of an LLC or shares of a corporation. The Tokens are the Unit Certificates given to Unit Holders, as they buy pieces of our company. Token Holders are members of our company and agree to the following: Each Member must comply with our Company s Operating Agreement. Once invested with MCEX, you have a Capital Account which records your capital contribution and interest in our company. Profit and Loss are directly distributed into the Member s Capital Account. Each Token represents a voting right as they hold a Unit of Ownership in our company.

12 HOW TO REGISTER AS AN INVESTOR 1 Registration of Investors: The registration process will conduct KYC (Know Your Customer) and AML (Anti-Money Laundering) procedures for investors in addition to providing high-level security questions that will be oriented to investors to determine whether they can invest or not according to the offering or offering exemptions. 2 API for Token Distribution: After the investor is approved, they will have the ability to invest using the approved means for investing for each offering. Depending on the individual case, a box will appear with the information needed for the investor to complete the process. 3 Creation of Wallets for Investors: The system will create and Ethereum (ETH) addresses to deploy the tokens for the investors, these tokens will retrieve or transfer funds outside the MCEX Token Investor site exclusively when unless the transaction complies with federal and/or state laws. 4 Voting System for Investors and Admins: This module will allow the administrator to create a new voting request for investors; allow him or her to add the entire text of the minutes that needs to be approved or rejected. The investor will receive a notification via with a link to the voting landing page. 5 MCEX Smart Contract: The Smart Contract will create the tokens and distribute them to the main wallet; after that, MCEX s API will act as the medium tol transfer the tokens to the designated investors once the investor is approved and the investment is received by the approved means, according to each offering. 6 Token Management: Total supply will be adjustable after a supermajority voting and approval of the Members. The system allows setting up investor tokens, so they can trade or transfer them if applicable under federal or state laws and regulations. 1 Our LLC Operating Agreement establishes the procedures for the creation of Units of Ownership Interest.

13 HOW TO BUY SECURITY TOKENS Registration: User will enter our sign up process and be director to KYC and other procedures to verify that they are eligible prospects to invest according to each offerings requirements. Approved Investor: User is verified and approved by the Compliance department. Once final approval is given, the user can now invest. Start A New Investment: The user will have the possibility to buy Units of Ownership Interest that will be represented in ERC20 Tokens. Once the transaction is received, a financial and compliance officer will verify the transaction. 4 Approved Investment: Once the transaction is approved, our proprietary investor tools comes into play, including the MCEX smart contract. This process may last up to 2 weeks. After this, the tokens will be released to the investor s account. Each user will be able to see our cap table, the authorized tokens amount of tokens he or she has, the price of each token. Once it s approved by an officer in compliance with SEC rules or/and the the Securities Act of 1933 as amended, the investor will be able to sell the tokens to any buyer who has an ETH address. OWNERSHIP Investors will receive corresponding MCEX tokens as Class D Units of Ownership Interest. These tokens represent an ownership stake in the company. If the business is sold at some point, these Units/tokens entitle the owner to a percentage of what is earned in the sale of the business. In addition, if there is a dividend, you will receive your share of the distribution. There are no differences between particular Units of Adventurous Entertainment, LLC. These Units are voting units and will be issued with Security Tokens. Adventurous Entertainment, LLC owns Miami Crypto Exchange and Mercury Cash Wallet. As always, please review the offerings documents on our website to carefully and fully understand this investment.

14 DIVIDEND DISTRIBUTION "Distributions" occur when the LLC actually distributes cash or property to the owners. Distributions are treated as a return of the capital the owners invested in the company according to their equity interest. The way we distribute the capital to Token Holders is with Airdrops into the investors Ethere- um-based wallet. TOKEN OFFERING DETAILS The Miami Crypto Exchange token offering will take place officially on April 17th, 2018 and end on October 17th, Accepted currencies (More TBA): USD, ETH, DASH 1 MCEX = $2.77 (Discounted Rate: 1 MCEX = $2.22) Fundraising Goal: $50,005,500 Soft Cap: $17,400,000 Total Tokens For Sale: 19,610,000 Token Symbol: MCEX Minimum Purchase Amount: $ % TH CLASS A: Founders 28.6% TH CLASS A: Angel Investors 15% 10% 2.1% (Discounted Rate Minimum Purchase Amount: $499.50) TH CLASS C: Option Pool TH CLASS B: Investors TH CLASS D: STO Offering

15 CONCLUSION The tokenization of financial instruments and assets presents a truly unique opportunity to disrupt the global financial industry. In addition, the blockchain and its many game-changing features allow for a level of transparency, efficiency and security to be brought into the financial world. Miami Crypto Exchange and its products will lead the way for a fully compliant-focused tokenized world to be created and will spearhead the Wall Street 2.0 Revolution. FOR MORE INFORMATION If you re ready to learn more about MCEX s exclusive Security Token Offering, please contact us at: Miami Crypto Exchange Security Token Offering info@miami.exchange

16 MEET THE MCEX TEAM Victor Romero - CEO Compliance Officer for Money Transmitter License Former Global Shaper, World Economic Forum Former Air Force Lieutenant Ranked as #1 in SERE, and selected to fly AT-27 MS in Public Management Giordano Lugo - CMO Creative Director at Jaimito Creative Director at Mercury Cash 10 years of experience designing and developing corporate graphical marketing identities Marco Pirrongelli - CTO 15 years of experience in IT services Cisco environment that was #3 in Latin American sales for small business Provided tech solutions for global companies like Pizza Hut, 100 Montaditos, Naked Pizza, The Cheese Course David Metcalf - Strategic Advisor Director of the Mixed Emerging Technology Integration Lab (METIL) at University of Central Florida's Institute for Simulation and Training. 20 years of experience in the design and research of web-based and mobile technologies converging to enable learning and healthcare. Specific areas of focus include learning business strategy, performance measurement, operational excellence, outsourcing, blended learning and mobile learning. Current research topics include simulation, mobilization, mobile patient records and medical decision support systems, visualization systems, scalability models, secure mobile data communications, gaming, innovation management, and operational excellence.

17 Dr. Max Hooper - Strategic Advisor Dr. Hooper has earned five doctorate degrees, Ph.D, D.Min, Th.D, Ph.D, D.Min, from a variety of institutions. 46 Years of Experience as Registered Investment Advisor holding a Series 7, 24, 39, 63 and 66. Corporate liaison, responsible for the management and growth strategy of Merging Traffic, serving multiple industries and various capital formation groups. Prior to heading Merging Traffic, Dr. Hooper was co-founder of Equity Broadcasting Corporation Served as President of Mergers and Acquisitions for a national financial services company. Served on the investment committee of several venture capital and angel funds, and has completed "work out" transactions as a Certified Debt Arbitrator, representing banks and private transactions. He is active in many organizations and serves on various boards of directors, and works globally with several ministries and non-profit aid groups. Mark Piccini - Project Manager & Advisor Managing Partner at Blockchain Agility 20 years of experience in business operations and processes Works in the Blockchain, Gaming and Defense industries Entrepreneur who has started 5 companies since 2003 BS in Business Administration (BGSU) Patrick Murphy - Family Office Outreach & Advisor Experienced in consulting, advising and recruiting top-talented c-level executives, developers and advisors in the blockchain space High level knowledge of how to build teams to successfully to harness emerging and leading-edge technologies

18 James Whelan - Blockchain Architect & Advisor Has 30+ years of experience working in the information technology, software, and services industries Certified professional in Scrum, DevOps, agile methodologies and project management. Master s degree in Business Administration Rick Tapia - Marketing Director & Advisor Industry expert and leader in the Marketing & Business Analysis of Blockchain platforms and their subsequent infrastructures Brings a wealth of experience and knowledge in the areas of strategy, metrics, start-to-finish processes, implementation, marketing and public relations along with the proper formation of corporate structure for Blockchain-based projects BS in Business Management

19 Copyrights Adventurous Entertainment LLC / support@mercury.cash 78 SW 7TH STREET, MIAMI FL US