Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 734K
2: EX-3.2 Articles of Incorporation / Bylaws HTML 20K
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4: EX-3.5 Articles of Incorporation / Bylaws HTML 52K
5: EX-3.6 Articles of Incorporation / Bylaws HTML 122K
6: EX-4.1 Instruments Defining the Rights of Security HTML 53K
Holders, Including Indentures Instruments Defining
the Rights of Security Holders, Including
Indentures
7: EX-4.2 Instruments Defining the Rights of Security HTML 70K
Holders, Including Indentures Instruments Defining
the Rights of Security Holders, Including
Indentures
8: EX-10.1 Material Contracts HTML 77K
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23: EX-21.1 Subsidiaries of the Registrant HTML 22K
24: EX-31.1 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 29K
Certifications Section 302 of the Sarbanes-Oxly
Act of 2002
25: EX-31.2 Certification Pursuant to Rule 13A-14(A)/15D-14(A) HTML 28K
Certifications Section 302 of the Sarbanes-Oxly
Act of 2002
26: EX-32.1 Certificate Pursuant to Section 18 U.S.C. Pursuant HTML 24K
to Section 906 of the Sarbanes-Oxley Act of 2002
27: EX-32.2 Certificate Pursuant to Section 18 U.S.C. Pursuant HTML 24K
to Section 906 of the Sarbanes-Oxley Act of 2002
34: R1 Document and Entity Information HTML 55K
35: R2 Balance Sheets (Unaudited) HTML 94K
36: R3 Balance Sheets (Unaudited) (Parenthetical) HTML 44K
37: R4 Statements of Operations (Unaudited) HTML 73K
38: R5 Statements of Changes in Stockholders' Equity HTML 72K
(Deficit)
39: R6 Statements of Cash Flows (Unaudited) HTML 82K
40: R7 1. Organization and Description of Business HTML 52K
41: R8 2. Summary of Significant Accounting Policies HTML 121K
42: R9 3. Restatement of Financial Statements HTML 28K
43: R10 4. Investment In LegatumX HTML 39K
44: R11 5. Property and Equipment, Net HTML 29K
45: R12 6. Note Receivable HTML 25K
46: R13 7. Liabilities Discharged in Receivership HTML 24K
47: R14 8. Note Payable HTML 25K
48: R15 9. Deferred Revenue HTML 26K
49: R16 10. Due to Related Parties HTML 24K
50: R17 11. Commitments and Contingencies HTML 24K
51: R18 12. Stockholders' Equity (Deficit) HTML 53K
52: R19 13. Cost of Goods Sold HTML 23K
53: R20 14. Income Taxes HTML 24K
54: R21 13. Subsequent Events HTML 27K
55: R22 2. Summary of Significant Accounting Policies HTML 153K
(Policies)
56: R23 2. Summary of Significant Accounting Policies HTML 41K
(Tables)
57: R24 3. Restatement of Financial Statements (Tables) HTML 25K
58: R25 4. Investment In LegatumX (Tables) HTML 34K
59: R26 5. Property and Equipment, Net (Tables) HTML 28K
60: R27 8. Note Payable (Tables) HTML 25K
61: R28 12. Stockholders' Equity (Deficit) (Tables) HTML 44K
62: R29 2. Summary of Significant Accounting Policies HTML 27K
(Details)
63: R30 2. Summary of Significant Accounting Policies HTML 31K
(Details Narrative)
64: R31 4. Investment In LegatumX (Details) HTML 28K
65: R32 4. Investment In LegatumX (Details 1) HTML 53K
66: R33 5. Property and Equipment, Net (Details) HTML 33K
67: R34 7. Loans Payable (Details) HTML 24K
68: R35 9. Deferred Revenue (Details Narrative) HTML 24K
69: R36 10. Due to Related Parties (Details Narrative) HTML 25K
70: R37 12. Stockholders' Equity (Deficit) (Details) HTML 28K
71: R38 12. Stockholders' Equity (Deficit) (Details 1) HTML 40K
72: R39 12. Stockholders' Equity (Deficit) (Details 2) HTML 26K
73: R40 12. Stockholders' Equity (Deficit) (Details 3) HTML 35K
75: XML IDEA XML File -- Filing Summary XML 96K
74: EXCEL IDEA Workbook of Financial Reports XLSX 70K
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76: ZIP XBRL Zipped Folder -- 0001654954-18-011636-xbrl Zip 95K
Blockchain Industries, Inc. operates as a financial technology
holding company. The Company, through its subsidiaries,
provides:
Investment Management
●
Providing
access to high-quality investment products
●
Creating,
sourcing, and syndicating deals
Consulting
●
Engineering
blockchains
●
Designing
Crypto-economic models
●
ICO
advisory and solutions
Value Proposition
●
Early
access to coveted protocols and token issuances
●
Deep
technical competence, extensive industry network, and a
recognizable global brand
●
Top-tier
experience and accomplishments in finance and operations with focus
on compliance and risk management
●
We
are accessible, transparent and compliant
Listed on the New York Exchange
●
‘BCII’ ticker
o
Up-listed
to NASDAQ Q3 2018
Global Locations:
●
Santa
Monica
●
Tokyo
●
New
York
●
Puerto
Rico
●
Europe
ICO, Management, and Technical Consulting Team:
Paul Kim – Head of Originations and ICOs
Mr. Kim is a 15-year gaming executive veteran having served
companies such as GoPets, ZAM Network, and Gazillion Entertainment.
Previously, he served as CEO of Xfi re, the world’s largest
gaming community site with over 24 Million registered users, as
well as COO of Oomba, a cutting-edge SaaS-based Tournament
platform. He has advised multiple ICOs and was a founding member of
the DNA fund.
Tony Evans – Vice Chairman, Managing Director Asia, Middle
East
Based in Tokyo, Mr. Evans is the Founding Partner in Global Fintech
Advisors, a leading
independent advisory with $1.1B+ under advice from more than 6,400
clients in more
than 82 countries. He is one of the most prolific ICO originators
in Asia.
Bryan Larkin – CTO
Mr. Larkin’s background includes high availability hardened
servers, fault tolerant network engineering, full spectrum wireless
communications, ultra-efficient distributed crypto mining, extreme
VPN design employing cascading encryption and multiple attack
vector cybersecurity defenses. Between 2012-14, he helped to set up
one of the largest Bitcoin mining pools in the US. Larkin founded
Skylab Technology, LLC, serving as the company’s CEO for
eight years. Skylab is known globally as a leader in cybersecurity
providing customized solutions for personal, corporate and
governments.
Brandon Beveridge – VP Engineering
Mr. Beveridge has 15+ years of experience in software design and
engineering. He has extensive experience in high-track distributed
systems, network operations, and security. He has helped lead the
development of some of the most popular social applications such as
Tinder, Coffee Meets Bagel, and Grindr.
Kevin Hu – Head of Research and Analytics
With a background in Mathematics, Kevin is a specialist at
understanding the value drivers and Crypto-economics of tokens.
Prior to joining BCI, he worked at BlackRock’s hedge fund
solution group where he analyzed start-up hedge funds, complex
portfolios, and individual investments. He also led the
group’s effort in exploring various investment strategies in
Crypto assets.
Kingsley Kobayashi – Co-founder of Fintech Global
Consultants, Director BCII - Africa
With over 15 years of experience as an entrepreneur and businessman
in Asia, Kingsley co-founded Fintech Global Advisors with Tony
Evans. With an acute knowledge of the Japanese and African business
ecosystems and cultures, Kingsley heads both the Japanese and
African business units for both BCII and Fintech
Global.
Christopher Rizanow – Director, Asia, Digital Asset
Structuring
After completing his MBA with a focus on blockchain & smart
contract strategies in equity financing, Chris joined BCII in order
to manage the operations and structuring of the firm’s
digital asset projects in Asia.
Our Services:
Cryptocurrency Investment & Portfolio Management
We professionally analyze client assets to ensure portfolios match
needs and requirements in order to achieve desired returns. Clients
with diversified crypto currency portfolios risk losing sight of
various factors that affect crypto placement, such as solvency,
currency, liquidity, and location.
..
We advise on best performing cryptocurrencies and portfolio
optimization to create higher returns with reduced risk. Our
philosophy emphasizes security and impartiality versus gambling and
chance. Our greatest strengths include the ability to provide
trusted, unbiased and pragmatic options.
DLT (Decentralized Ledger Technology) and ICO
Consulting
BCII assist clients throughout the entire token generation event
(TGE) by carefully assessing and communicating the unique value and
use case for each token or project. A successful crowd sale should
be preceded by in-depth due diligence, a community-driven technical
white paper, project transparency via a token offering memorandum,
a clear outline of the ecosystem, and a detailed management
profile.
BCII
assists clients by reviewing and analyzing their whitepapers,
assisting teams and developers in the white paper creation,
editing, publishing processes, and localization.
Tokenomics Modeling and Structuring
BCII
assists clients with a Tokenomics Model for the end-to-end token
generation, sale, and ICO process as well as assisting with the
Tokenomics design and roadmap for a full decentralized application
or platform.
Investment Curation & Syndicate Structuring
BCII
assists clients with introductions to qualified investors,
structuring syndicates and investment groups. Our process utilizes
best practices with investment vehicles that are legal and
compliant with the latest regulatory environment.
Go-to-Market Plan for Product/Platform Launch
BCII
assists clients with the creation of a multi-functional and robust
go-to-market plan for product launch and rollout in specific
geographies and markets.
BCII
assists clients with the creation of appropriate smart contracts
and professional auditing of the ICO smart contract for the initial
token sale. This includes:
BCII
has a global network of partners and other resources that can
provide access to other companies and projects in the Blockchain,
financial tech, gaming, Internet technology and a multitude of
other industries. BCII can also assist with access to protocols,
governments, technology, legal, compliance, marketing and other
resources through its connection to its diverse partners throughout
Asia, the Middle East, Africa, and Europe
BCII
can also help find advisors and team members to strengthen the
client’s core team.
Legal / Compliance
The complexities involved with creating a successful and
multi-jurisdictional ICO necessitate proper legal and compliance
measures to ensure protection for our clients as well as to
ourselves as a company. Accordingly, BCII insists all clients
undergo a thorough legal review and recommend global corporate
structure options based on regulatory climate. The client is responsible for
final decision and the actual filings. We work directly with or refer attorneys and
firms for specific services as appropriate.
AML/BSA Documentation
BCII assists clients with the following:
●
Risk
Assessment
●
AML/BSA
Plan
●
KYC/EDD
Protocol
●
Surveillance
and Monitoring Plan
●
SAR
Policy
Marketing Packages
BCII will assist with potential marketing packages that
include:
●
Sponsored
posts on social media (BitcoinTalk, Reddit, Twitter, LinkedIn,
Telegram)
●
Blog
posts on various publications (Cointelegraph, Coindesk,
Cryptocoinsnews)
●
News
Outlets (Wallstreet Journal, Entrepreneur, Forbes, New York
Times)
●
Sponsored
marketing chats in Telegram
●
Newsletter
creation and distribution via our strategic partners (PR Agencies
& Firms)
ICO Portal Site Creation
BCII
assists clients with the creation of an ICO Portal Site for
publishing the website and ICO portal to publish team, whitepaper,
and project information.
BlakFX Analysis & Feedback
BlakFX
is looking to build an entire blockchain ecosystem with a
proprietary protocol, BlakEco, which is comprised of the BlakChain
(placeholder) and the BLK247- a new token standard for future
ICO’s to build upon, a highly encrypted and secure currency,
BlakCoin, a highly secure and encrypted wallet, BlakWallet, and a
replacement of the current SWIFT/ACH banking payment system called
BlakNet.
1.
Whitepaper
a.
Review and edit of
the whitepaper with tokenomics model, DLT architecture, and
platform design review. The current whitepaper needs additional
information, design details, a deeper team, and project
profile.
2.
Marketing
a.
Marketing team for
ongoing strategic planning throughout the multi-month fund raise.
This needs to be identified to pass due diligence prior to the
fundraising phase.
3.
Corporate
Entity
a.
Setting up the
right corporate structure with the right international entities to
be able to receive cryptocurrency and funds with global
compliance.
4.
International
Investment Team
a.
Finding accredited
and international investors. This is a relatively large raise, and
will require stronger structuring, documentation, and team members
actively involved in the project.
WHITEPAPER
A whitepaper is a document designed to illustrate a use case for a
product or service. A whitepaper should include a technical
explanation of the product or service, a description of scalability
plans and expectations, an assessment of the competition, and a
project timeline, as well as monetization strategies. It is
important to manage this data and provide it to the reader
transparently.
Sections to be included (at least):
Ï
Project
explanation
Ï
Problem
& Solution
Ï
Market
Analysis
Ï
Competitive
Landscape
Ï
Blockchain
Ï
ICO
Structure & Details
Ï
Token
Economics
Ï
Team
& Advisors
Ï
Timeline
Ï
Technology
Plan
Ï
DLT
Architecture
Ï
Go-to-Market
Plan
INITIAL
COMMENTS on
BlakFX:
Although we see a well thought out white paper, there are a few
areas we would address differently to encourage a more successful
articulation of the project:
●
BlakFX
needs a more complete, more business model-based whitepaper with
additional clarity on the Blockchain or DLT technology stack. In
addition, a deeper dive into the different categories is required
for a raise of this scale.
●
The
whitepaper needs to be restructured to allow readers to observe a
building narrative that articulates understanding of the technical
aspects surrounding the token, blockchain, and development, as well
as, an understanding of the social implications and means to assess
value.
Despite being informative, we believe the current white paper will
not withstand scrutiny in a forum of international investors and
technically savvy who require detailed information.
Proprietary & Confidential
TOKENOMICS & CRYPTOECONOMICS
Token-economics
is fundamental to incentivizing Digital Asset owners to contribute
to a project’s ecosystem. It is therefore important to focus
on the constituents within the network and how you can incentivize
them for contributing resources into the ecosystem you have
developed, essentially matching the supply side (those offering the
utility) and the demand side (those using the utility provided by
the network) with token holders also accruing benefits for holding.
For more complex architectures, a governance system may also be
required.
Incentives are needed to drive two basic fundamental
activities: Security & Network
Effects.
Incentives usually result in one of two ways:
●
A
financial payment for contributed resource (mining, IP, marketing,
software, etc.)
●
Privileges
(voting rights, access, roles, etc.)
It is important to articulate exactly how the digital asset will be
used within the ecosystem and how users will be incentivized to use
that asset. Companies must determine how to keep the digital asset
moving within the ecosystem as opposed to simply providing the
means for owners to realize market gains.
BlakFX EVALUATION:
BlakFX
requires a partial to full design of Tokenomics and ecosystem
design that embraces the decentralized vision of the project while
supporting the realities of the current market and climate and
transition to new platforms and ecosystems.
TECHNOLOGY STACK
Technology Stack selection is the key to the successful development
and execution of any software platform or product. Which Blockchain
architecture(s), platform(s), and other existing technologies and
partners should be used? Blockchain and DLT Technologies integrated
with machine learning, encryption, cloud storage, and other
technologies are clearly part of the future.
Given that the BlakFX project will need to address the scalability
trilemma, DLT architecture, compliance issues, on and off-chain
storage, BCII would provide a deep dive review to make sure
scalability and architecture is sound and thorough.
STRATEGIC PARTNERSHIPS
BCII can provide access and introductions to:
●
Existing
Blockchain technology companies that have already developed
technology that could be applicable to the development of
Sovereignty’s product line.
●
Potential
ICO’s that would use the BlakEco and Blak247 coins for their
projects
●
Investors,
syndicates, and funds across the globe.
Proprietary & Confidential
CONSULTING OVERVIEW
We see there is a huge opportunity to create a long-term
partnership with your organization. From our discussion you would
like a full overview of services with specific activities
including:
1.
Whitepaper
re-design
2.
Token
Economics
3.
ICO
Launch
4.
General
advice and guidance
5.
Post-ICO
Strategy
6.
Investment
When we evaluate and accept projects, we (along with our global
network) will work together with your team to ensure complete
transparency and thoroughness.
Some key points in our network and relationships:
●
Global
deal origination network and partnerships
●
Consulting
and investments with sovereign-backed institutions
●
Government
advisory boards (Puerto Rico banking and technology advisory
committees)
●
Founding
member of DATA (Digital Asset Trade Association)
●
Global Blockchain Unbound
conference (Puerto Rico, Tokyo and
Switzerland)
●
Milken
Institute Associates
●
Capital
markets infrastructure: exchanges and banks
●
Top
law firms engaged for regulation and compliance
Our value added
comes from our deep understanding of the Japanese, Asian, and
international business ecosystems in which we can tap into and
leverage the strategic resources within those entities. With our
high-level investment team, we can ensure that we digitalize,
tokenize, and structure the asset in such a way that the
international market would understand and find value in it.
Moreover, we will work with our clients on a pre-scheduled basis
that will ensure efficient and timely communications throughout the
project lifecycle.
Proprietary & Confidential
SCOPE OF WORK (SoW)
We shall provide the following services and/or consultation
to BlakFX
for the project (to be completed by
either your organization independently with our oversight, or in
tandem with us):
1.
Tokenization
Model. BCII will work in
collaboration with BlakFX to draft a robust tokenization structure
model breaking down token sales tiers, token discounts, bonuses,
lock up period and any other Token Structure issues. Further it
will assist in enhancing the tokenomics of the BlakCoin in the
overall BlakEco and BlakNet eco-system.
2.
ICO
Whitepaper. BCII will work
with your team on review and edit of the whitepaper and if
necessary, the creation of a new ICO white paper that will provide
interested parties with all information needed according to
industry best practices.
3.
Investment
Curation. BCII will
connect BlakFX to crypto, private and institutional
investors. Moreover, BCII will assist in structuring the token
offering and guide you through regulatory best practices
domestically and internationally.
4.
Strategic Partnerships and
Relations. BCII will help
develop strategic partnerships with key companies, governments, and
organizations that can help execute a successful token offering and
project execution including investors, government officials, trade
organizations, technology consultants, and development resources if
needed.
5.
Liquidity Management.
BCII will help to provide you with
liquidity post ICO by leveraging our OTC trading
desk.
6.
Legal & KYC/AML.
BCII can connect you with our team of
legal experts that can help expedite the process for
pre-investments activities.
7.
Technology Consulting. BCII will assist
BlakFX in full-stack and Blockchain technology review and due
diligence for optimal execution of the platform. Including on-chain
and off-chain storage strategies and connection to Blockchain
development resources if required.
8.
Global Representation &
Roadshow. BCII can help BlakFX
with international roadshows and meetings with those that we have
relations with within key industries, geographies, and influential
entities.
9.
Go to Market Plan.
BCII will assist you in developing a
robust go-to-market plan to cover multi-disciplinary launch of the
private presale, public presale, and public crowdsale
(ICO).
**There are several points not covered here as we would need more
meetings to go through and discuss the opportunity in more detail.
Please note that this is subject to change as iterations occur
post-consultation.
COST PROJECTION
BCII
will be paid a combination of BlakCoin from BlakFX equal to
____.60___% (6/10th’s of 1%) of
the total raise of $1,500,000,000 USD.
And
$25,000
per month for a period of 6 months. Payments will begin once BlakFX
has received a minimum of $5M USD investment from any funding
source.
Full ICO Advisory Package:
a.
Payment
$ 150,000
USD
b.
Tokens* ...
.60 % Token Allocation equal
to $9,000,000 or 15,000,000 BlakCoins
c.
Equity/Warrant
0 % Equity of BlakFX
3rd Party
Services:
In the
event BlakFX requires 3rd party solutions,
services or products, the costs will be submitted to BlakFX for
approval and will be paid for directly by BlakFX.
BCII
will use best efforts to complete as much as possible with internal
resources before entertaining 3rd party services or
solutions and will submit all such required needs to BlakFX for
approval.
TERMINATION
Procedure and Effect of Termination. In the event of
termination of this Agreement as provided under SCOPE OF WORK on
page 13 of this agreement, a two week written notice thereof shall
be given by the Party so terminating to the other Parties, BlakFX
agrees to compensate BCII on a pro-rata monthly basis over the life
of the ICO/Private Placement Offering raise period. Advisory
Package compensation and the Agreement shall forthwith become void
and there shall be no liability on the part of any Party hereto (or
any of its Representatives, financing sources or Affiliates), (ii)
nothing herein shall relieve any Party from liability for any
knowing and intentional breach of this Agreement occurring prior to
such termination.
Pro-Rata:
Projected Raise Period of 6 months (July 15th, 2018 to January
15th, 2019) or 6 installments.
DISCLAIMER
The
contents and information provided in this document are meant to
provide general information to interested parties. Any subsequent
proposal and resultant contract would govern rights, duties and
obligations between the parties. Nothing contained within this
document is intended as investment advice or legal or tax advice or
an offer to sell any securities to any person or a solicitation of
any person of any offer to purchase any securities.
