Bitcoin Forum

Hi everyone,

Here is our offering on Havelock. Its a very generic ticker name, but the offering is a bit different than what you've seen on Havelock, or any exchange for that matter. Feel free to post, chat, call, or E-mail us if you have questions that go beyond the prospectus, and this posting, as I am sure there is a lot to come. The offering size is large, but we believe that the request justifies what we're working on.

Havelock Prospectus: https://www.havelockinvestments.com/reportdownload.php?id=107

What is the offering:

Big Trend Capital Investments, Limited is a duly-formed Hong Kong based limited company with a duly-appointed director with offices referenced on Page 1 of the Havelock Prospectus.

Overview

Big Trend Capital Investment Limited (BTCI), a Hong Kong Limited company has entered into a consulting services agreement with Coin Services LLC, an Ohio based cryptocurrency mining company, and hardware reseller, which owns and operates its trademarked “BuyAHash” service. As part of the consulting services, BTCI plans to help Coin Services raise additional capital for expansion by investing BTCI’s own and raised capital into Coin Services. Capital raised from the private placement will be utilized to grow the business in a variety of areas.

BTCI is a member of Coin Services LLC. Any investment made into BTCI shall be guaranteed by a pro rata amount of membership units of Coin Services LLC held by BTCI. Should the amount of investment be above the amount of membership units currently held by BTCI, BTCI shall obtain additional membership units from Coin Services LLC.

BTCI shall distribute any received profit/dividends to investors, as applicable, in accordance with relevant securities laws.

Coin Services LLC information

The below information is from Coin Services LLC about their business and expansion plans. While BTCI has relied upon this information to make it’s investment into Coin Services LLC, BTCI assumes no responsibility for the information presented below for any investment you make into BTCI:

Note: Any reference to us, we, our below in italics shall mean Coin Services LLC.

Target Markets

Our target markets excluding internal mining facilities include retail consumers of cryptocurrency hardware products by leveraging our contracts for exclusive and non-exclusive hardware. Additionally, we have concluded contracts to deliver cryptocurrency mining hardware to large PC retailers such as Micro Electronics (TM) via wholesale contracts.

Business Strategy:

By utilizing volume purchasing power through hardware fabrication and acquisition, we can grow our own, very profitable in-house mining farm, as well as sell excess supplies to an emerging $1 billion market, with very little competition. In 2013, we grossed approximately $450,000 USD, with gross profits of approximately $75,000. We note that the 2013 P&L statement represented at most, 9 calendar months, and 12-month gross revenues exceeded $750,000 USD.



Corporate Information

Coin Services LLC, an Ohio-based Limited Liability Company (Company #2191043) was formed on April 12, 2013. The registered address is 9051 Broadway Street Stoutsville, OH 43154.

A Different Take on the Traditional Mining Company

In the Cryptocurrency economy, dozens of mining and crypto securities have come and gone, some due to incompetence, but many through corporate malfeasance. Our goal is to change the paradigm of the Bitcoin economy by creating the largest eCommerce and retail presence in the largest Bitcoin market in the world - America through a multi-tiered strategy that allows us to diversify our business strategy to the changing whims of the market.

When Everyone is Mining, Sell Shovels

In early 2013, Coin Services, LLC started as a novel PMB through a few investors, eventually listing on Litecoin Global to sell contracts on the market. Due to delays with electricity/HVAC deployment, we started selling hardware to generate income while we couldn't mine. The result was far beyond what we anticipated: Within two months, we had sold well over $100,000 USD in hardware, and were able to turn hardware at incredible rates through various channels such as EBay, and our e-Store, eventually growing to offer products on Amazon as well.

However, due to volume, we were financially constrained on how much purchasing power we could leverage against large companies such as ASICMiner or BitFury. Capital raised from this offering will help us with our multi-tiered strategy to become the face of Bitcoin retail in the US and throughout the world, replacing faceless, nameless, and unreliable hardware companies with a world-class distribution facility, located near America's largest distribution hub, Columbus Ohio. This allows us to leverage very affordable rates to distribute products, as Columbus is world-renown for being epicenter of American population - over 2/3rds of all Americans live within 500 miles of our facility.

Along the way, we've also secured lucrative contracts with one of America's largest computer retailers - Micro Center, a Hilliard OH based company. As of today, you can walk into any Micro Center store and purchase products that we've worked with our factories to produce. We need capital and infrastructure to continue to grow this relationship, and this is where Havelock and you come into the picture, thanks to Big Trend Capital Investment.


Cheaper Shovels Mean Cheaper Mining

Of the many offerings available in the mining industry, we believe we present a very unique opportunity to investors. Due to a large focus on retail products, we will seek to leverage massive buying power with reliable vendors to deploy to our current and forthcoming facilities to ensure that we can offer both a fiat and crypto hedge on investments - mining to make the coins, and selling the machines to make fiat to cover costs, and return dividends to shareholders.

Thanks to our location, the new facility we're in negotiations to purchase offers some of the lowest worldwide prices for electricity as low as $0.04/KWh, and a significant amount of capacity available for us to expand. The facility we are seeking to lease will afford us up to 68,000 square feet of mining and product distribution space to start with, and enough acreage to expand if we breach capacity, as well as loading docks for distribution to major retailers like Micro Center.

At this juncture, we'd prefer to be nebulous on which machines we'd seek to leverage for internal mining, as we have not done proper cost analysis on miners from all major companies. We would note, though, that volume purchasing power through most hardware manufacturers results in 20-40% off of typical "Retail" prices that most mining securities state as what they are paying for their equipment. Additionally, we do not have a timetable on when the facility can have full capacity prepared for hashing - which is estimated to be at or around 1MW.


Store Due Dilligence:

Amazon

Storefront Rating (4.9 from 275+ Reviews): http://www.amazon.com/gp/aag/details/?seller=A2X6P52S5O7ZVU

CoinPayments.net Feedback Score (98%): https://www.coinpayments.net/index.php?cmd=feedback&sub=view&id=b0542bd35459d0be22228df260c565e8


Share Offering Information

Tentatively, BTCI is looking to issue 100,000 shares via a VIPO on Havelock. Shares will be released in tiers between (approximately) 0.021 BTC and 0.025 BTC for a sum total of approximately 2,400 BTC if our goals are met. This will allow BTCI to invest into Coin Services to aggressively pursue contracts with BitMain, ASICMiner, ZeusMiner, AlcheMiner, Gridseed, and non-ASIC manufacturers of mining accessories to dominate the American and Worldwide markets.

Corporate Governance and Due Diligence

Currently, corporate governance is controlled by the owner/operators of this listing. However, we will immediately seek after IPO completion to create a 3 to 5 member Corporate Governance Board (CGB) consisting of eligible shareholders of this offering to steer and advise Coin Services LLC. Optimally, we will bring the list of eligible candidates to a shareholder vote within 3 months of the IPO for a one-year term.

Elected CGB members will be required to make themselves available for expense-paid board meetings at company headquarters to review company documents, P&L statements, and company procedures and inventory to verify legitimacy of the offering, as well as provide any and all due diligence required of non-CGB shareholders.

The discussion here is for informational purposes only and shall not constitute an offer to sell any securities.

FOR NON US INVESTORS:
Offers to sell and purchase any securities shall be made through Havelock Investments. A prospectus may be obtained at https://www.havelockinvestments.com/reportdownload.php?id=107

FOR US INVESTORS:
Please contact Coin Services LLC at Funds@BuyAHash.com to enquire about purchasing any of the LLC member units. In compliance with SEC Reg. D. 506 exemptions, Coin Services LLC shall provide a Private Placement Memorandum and also requires certain Accredited Investor documentation prior to accepting any offer to purchase membership units.

SEC 506c Filing: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&filenum=021-210787&owner=exclude&count=40

PM sent, have a question on governance.

Big Trends Capital Investment Limited is not a registered company in Honk Kong.

I recommend anyone to stay away of such imaginary companies raising funds in name of legally registered companies.

My apologies on this. There was an additional letter 's' on trends that caused your error. Very long day for me.

You can use ICRIS to look it up:
Company Name Search

Your Search: LEFT PARTIAL match with 'big trend capital' , CR No.: = 1990193

CR No.:   1990193
Company Name:    BIG TREND CAPITAL INVESTMENT LIMITED
達偉創富有限公司
Company Type:    Private company limited by shares
Date of Incorporation:    02-NOV-2013
Active Status:    Live
Remarks:   -
Winding Up Mode:    -
Date of Dissolution:   -
Register of Charges:    Unavailable
Important Note:   -

Name History
Effective Date   Name Used
02-NOV-2013   BIG TREND CAPITAL INVESTMENT LIMITED
達偉創富有限公司

Ok, explain to potential investors why you need a proxy company in Honk Kong to raise funds for a legally registered company in Ohio?

By the way, who is the appointed director of BIG TREND CAPITAL INVESTMENT LIMITED?

Prospectus should be available via Havelock tomorrow (seemingly, when you upload/add a report, it will only show up the day after).

Here's a copy of it via Google Drive: https://drive.google.com/file/d/0B9IYnfEudSQYcWwzY0hrZnBObFk/edit?usp=sharing

Another here that's been in since the beginning.

I can't say how awesome Benny is. Consistent divs, always keeping us informed with what was going on. Quick to respond. My favorite of all the securities I've invested in.

This is something that I'm interested in and will look into it further.

If most of the questions have already been asked/answered, then please post a link so it will save everyone some time.

https://litecointalk.org/index.php?topic=3126.0

I put this thread on my watchlist.

Your Amazon Seller details page can be linked with a shorter URL: http://www.amazon.com/gp/aag/details/?seller=A2X6P52S5O7ZVU

The products you sell in Amazon can be seen in the Storefront page: http://www.amazon.com/shops/A2X6P52S5O7ZVU

Shareholder since May 2013, participating in IRC Chat (https://webchat.freenode.net/?channels=%23buyahash&uio=d4) and glad to be a part of this company as they expand.

*Gold rush is over, so are the amazing shovel profits*
What do, shovel merchant?

-==>[spoiler]IPO![/spoiler]<==-

Bitcoin "investor"--lender of last resort.

Although I find it very unlikely consumer mining will die, in the event that such a thing occurs, we would transition 100% of our capital into commercial-grade mining. The prospectus should be up at noon today on Havelock's website to explain how that interaction will take place.

^Lol, because all the other "cloud mining" operations worked out so awesome for "investors."
You got some formidable competition on Havelock alone, cryptx's PETA and  SCRYPT ::)

PETA/Scrypt pays 0.24c/KWh. We're working with 0.04c/KWh. Furthermore, we've been paying out dividends for over a year on mining. Additionally, we're working on contracts with a few companies that are willing to shoulder most of the hardware costs for capacity, and we simply need to bring infrastructure online.

^Lol, OK.  You will be the one unique and special snowflake that proves profitable.

http://s24.postimg.org/9z4jnqek5/p1_better.gif

P.S:  AFAIK, cryptx's $.24KWh price represents the full cost of *hosting*, not electricity alone.

Unless your utilities co. is hosting your miners, the .24/.04 comparison is meaningless.

While our US LLC can offer investment direct to investors (and will to US investors to comply with SEC rules), due to the nature of bitcoin and the fact that many of our previous investors were foreign, it was decided to have the investment done into a foreign entity (in this case HK) to lessen the requirements foreign investors would need to handle investing into a US company. This also allows us to keep our onshore and offshore investment clearly separated and in compliance with the various registration exemptions. As others have mentioned, we have a history of handling mining bonds denominated in LTC.



There are many profitable, industrial-scale mines out there. The issue is that few (or any, that I know of), are public and use crypto as a vehicle of investment. This has to do with the nature of an entity denominating their listing in Bitcoin, purchasing devices that may, or may not, ROI, while offering a percentage of mining profits, which almost insures that the entity will never be crypto-positive, since miners are a depreciating asset.

This is why we want to utilize large-scale distribution first, then leverage it for cheaper mining products that have a higher likelihood of ROI. Additionally, when we get to that point, we would rather look into sellable hashing contracts to the public (e.g. cloudhashing.net) so that investors do no have to pay for machines that will ROI, but rather invest in infrastructure, with a nominal number of miners that are very cheap since we'd be buying hundreds or thousands at a time.

On the other hand, there are countless PMBs and "mining contracts," each and every one of them proving ruinous for their marks investors.

You chose the shotgun approach, "Funds from the offering we will go towards purchasing products and infrastructure related to Bitcoin and altcoin mining, as well as supplies and logistics surrounding the resale and distribution of products in the United States."
...which loosely translates to "Send me money, and I'll do stuff with it!"

And this is all done via a HK-registered co. selling unregistered securities through an unlicenced Panamanian exchange.
An exchange where every listing is trading below its initial listing price. (https://bitcointalk.org/index.php?topic=666993.0)

What could possibly go wrong?

The parent company has a track record. We've sold about $1,000,000 in mining products in the last 12 months. The parent company was listed on LitecoinGlobal at 0.30 LTC when we started out. Before they (LTC Global) died, we were listed at or around 1.0 LTC, tripling our price. We're now looking for an investment price of 0.022 BTC, which is well beyond that number. There is a 90 page thread about our company on LitecoinTalk. Feel free to read every page of it and get back to me about where we've defrauded or misappropriated funds from investments. Or why not ask the people that have visited our facilities and done face-to-face interviews with me?

If you'd like, I can produce a document that will show where every dollar will go to. That assumes you have any (actual) interest in the offering of the company.

Feel free to call me, or visit our current facilities, NotLambChop, and see where we are at today. When we IPO, please buy 1 share of the company and ask to be put on the board. In the event of you getting elected, I will gladly fly you out to our facilities to let you look at our books if you feel like you can add value or insight to the situation.

Lol @ "died" :D  Certainly puts any concerns re. third-party risks to rest.  And Burnside was just a touch more trustworthy than some D00d in Canada Panama.


Not sure I'm following, are the "shares" listed on Ethan's exchange being converted transferred to Havelock?  What happened to those shares?  What percentage of your company (HK or US) do these shares represent?

Finally, are the shares offered on Havelock actual equity shares, or some weird "shares in virtual profits of shell A wholly owned by, yet doing business with, company B"?


There's a 927-page thread about Labcoin on Bitcointalk.  Link to your thread?


"If I'd like?"  Providing financials is the first step to going public.  Please do.


Your US company is seeking to raise funds by issuing unregistered securities through a laughably transparent HK shell  (https://www.google.com/search?q=Room+22B%2C+22%2FF+Kiu+Yin+Commercial+Building+361-363+Lockhart+Road+Wanchai%2C+Hong+Kong&rlz=1C1CHFX_enUS505US505&oq=Room+22B%2C+22%2FF++Kiu+Yin+Commercial+Building++361-363+Lockhart+Road++Wanchai%2C+Hong+Kong)(feel free to ask ActiveMining's Kenneth Slaughter how well that worked out for him).  I have no doubt that you're willing to stretch the truth.  The only thing left uncertain is "to what extent."

In any event, as little as I care about the reputation of this account, I still do not wish to sully it through association with shady "IPOs."

In your prospectus you make a financial projection regarding 1st year of operation:

Current plans to IPO with share price of 0.022-0.0235 would mean return of 25% or P/E ratio of 4 during 1st year.

What is the cutoff date for your projection starting? Is the 1st year already on its way to a reality?

You ignored the most important question: who is the appointed director of BIG TREND CAPITAL INVESTMENT LIMITED?

At this point it is imperative that everyone knows who is the person responsible for your "parent" company operating offshore.

I have been doing business with Benny for well over a year, and I am one of the original investors from LTCGlobal. I met with Ben in person and I have also physically inspected the facility. Ben has been trustworthy in every aspect of our dealings. While many of the securities that were listed on Ethan's exchange closed up shop and did the ol' smash'n'grab, Ben spent countless hours of his time in communication, effort and research to preserve the reputation, price and regular dividends while we have been waiting many months to be relisted on another exchange.  It is unfortunate that it has taken so much time to be relisted after the closing of LTC global, but the reason for this is a very good one. Ben has gone to great lengths to research and voluntarily participate in the regulation that exists today and as it is evolving to fit this emerging technology.

 In every instance, Ben has always been available to listen to the needs of the investors, provide transparency and liquidity when requested and has also been in regular contact with lawyers and the SEC to make sure he is operating within the legitimate realm of business as the regulators currently understand it. The idea of using the parent corp is the best way of providing access to the potential pool of investors.

NotLambchop: If you don't want to do business with "Shady IPOs" then don't... but I think your opinion/judgement of the matter does not apply in this case as there is nothing shady about this company... Ben has invited you to personally investigate his books. If you would like to invest, please do so. If not, then don't.

@boldar:  I understand that as a "shareholder," you have vested interest in the success of this (which number?) PO.  If you feel like fielding the questions posed in my previous post, feel free to do so.  If not, then don't.

Projections are made for the 12 months after IPO closing. We have to have at least a portion of the IPO to be raised to make those returns a reality. We're doing well at the moment, but we're in a situation to where I simply have more orders/demand for products than we have money for.

For example, here's a basic thread that I posted only July 8th for AntMiner S3s:

https://bitcointalk.org/index.php?topic=682528.0

We fronted 100% of the payment to BitMain for the miners, and simply made it public that we wanted to sell our inventory. Within 4 days, the initial allocation  of 40 units (of 55 we had ordered) was sold. Here's the catch: After we sold out on he site, I had requests for another 120+ units. We opened sales back up for 10 this morning, as we had a few refunds from customers that wanted to cancel. We sold the 10 out in about 5-8 minutes (I simply E-mailed current purchasers of this batch of S3's that we had more units). We have the capacity to turn as much inventory as we have funding for. The problem being that its much harder to make sizable margins on $50,000 worth of inventory as opposed to, say, $500,000 after factoring in employee expenses and overhead.

Yes, of course this is true that I do have an interest in the success of this security. But it is more along the lines of wanting to see an excellent company be successful when so much effort is made over a long period of time to cultivate it properly. It is unfortunate that the level of dedication that Ben has for the success of BAH and awesome customer service is something that has become rare in this world, but I can assure you, it is genuine and is indeed a "rare snowflake" :)

Which would you rather have me do?  Field your questions or point out the logical facilities of you "assumptions"?  If you have legitimate questions, then they can most likely be answered by reading the BAH on LTC-Global thread and understanding the progression of this company and Ben's dedication to its success... https://litecointalk.org/index.php?topic=3126.0 (https://litecointalk.org/index.php?topic=3126.0)  Yes, I know it's 104 pages, but TLDR isn't really a good excuse for building straw-men. If you do have specific and legitimate concerns, please voice them and they will be heard and answered if they are relevant.

NotLambchop: I guess the question that I have for you is if you are actually a potential investor or just someone with way too much free-time and a vested interest in a competing security. I have been forthcoming on my position, can you shed some light into your line of thinking?

If this is really a fly-by-night IPO, then it sure has been a long night...  :-P

But that is not the "company" being used to raise the funds. The company in question is a proxy entity based on Honk Kong which no one knows its track record or appointed director. So your blabbering is just useless and do not address the main point:

Why a company with a good track record in USA needs a proxy company in Honk Kong to raise a significant amount of funds? If the company in USA is doing well, why it needs more money to expand it business operation? Why not apply the profits of the legitimate company in the business expansion?

Re, "specific and legitimate concerns," let's start with:

http://s29.postimg.org/le3i2zrs7/Capture.jpg

Who owns the HK co?

Which co. is making this offering, and in what do these (shares?  Units?) represent?

Hey NotLambchop.

If you go to Litecointalk and search "Hong Kong" I'm pretty sure it answers all of your questions. Not trying to be a jerk here. I just don't want these questions to turn to badgering because you don't feel like you're being answered and we feel like you are.

I think that maybe some of these folks are operating under the assumption that you've already done your homework before asking questions. I'm sure you have, but I just wanted to point out some parts you may have missed while excitedly reading up on this security.

Because the profits aren't enough to expand the business quick enough. We have about $100,000 in liquid capital / inventory that we can turn over. Its enough money to keep us afloat, workers paid, and reinvest at a very meager rate, and pay some dividends out to previous shareholders. However, a sizable portion of capital will go mostly towards high-turnover inventory that can increase our profit margins since most other costs would be fixed, allowing for a greater rate of return for all involved.

Additionally, our contract with Micro Center is mostly time-sensitive. They want to purchase a large (>$100,000) amount of inventory from us. However, they require Net-30 payment(s), which mean that we have to front the payment for equipment, deliver, and then wait 30 days for them to pay out. This is unsustainable for any period of time, because it would take all liquid capital, and put us in a very precarious position. This is usually the point that companies go after funding to help deal with large PO's from retailers. That is what we're doing at this stage.

The director is disclosed in the prospectus. I've worked with John on other projects in relation to cryptocurrency and other projects. I have full confidence that he will be able to handle the responsibilities that are required of him.

Also, NotLambChop, I found this difficult to find as well but this is a link to the prospectus on Havelock:

https://www.havelockinvestments.com/reportdownload.php?id=107

This is the one Benny mentioned that has the name/details you are looking for, I believe.

It can be found on havelock's site here:

https://www.havelockinvestments.com/reports.php

@hayek: ty.

You mean John Freeman.

All right, important details are starting to surface. What remains to be explained and elucidated is if you are authorized by the director of said company to raise funds in the company behalf.

John Freeman is going to pop up here to vouch for you?

I am. I will ask to see if he can pop into the thread and confirm that I am an authorized representative to speak on behalf of both entities.

Who is John Freeman?  LinkedIn, Facebook, website?

@hayek:  I'm having trouble understanding the relationship between Big Trends Capital Investment Limited and Coin Services LLC.
Does Big Trends Capital Investment Limited own 40% of Coin Services LLC, as the statement below suggest?
http://s29.postimg.org/le3i2zrs7/Capture.jpg

( https://litecointalk.org/index.php?topic=3126.msg145620#msg145620 )

NotLambchop is a rather aggressive in asking for information and facts about Bitcoin IPO and companies.  Check his post history.

HOWEVER, with that being said, the questions that NotLambchop asks are valid and need to be addressed.  Wouldn't you want the people who you are investing your bitcoins with being able to answer tough questions?

@NotLambChop

I don't think I can help with that. I am just a shareholder and wanted to pass along things I knew were official. If I were to try and explain anything it could only be considered my personal opinion and given this thread's purpose I would rather defer to Benny, or those he appoints, for answering specific or targeted questions.

I am very much enjoying your questioning. I'm sure Benny will be able to answer this one.

@hayek:  I'm simply looking at this at a purely structural level, as in "is it a well-formed formula?"  If not, there's no need to go further and sweat the details.  It helps to, as a minimum, know what the "virtual units" (wording taken from Preospectus.pdf) represent.  Allowing that these are "profit shares" (which seems to be the de facto standard here), it still begs the question "which profits?"  Profits of Coin Services LLC or profits of Big Trends Capital Investment Limited?

Because they're obviously not the same thing.

Is Big Trends Capital Investment Limited a consulting company ("Big Trends Capital Investment Limited (BTCI), a Hong Kong Limited company has entered into a consulting services agreement with Coin Services LLC"--from prospectus), getting paid for its services, a 40% stakeholder and entitled to 40% of Coin Services LLC profits (as the screencap in my last post suggests), or both?  How should the following (again from the prospectus) be interpreted?
 
http://s30.postimg.org/jjm3v39wh/Capture.jpg

How much of the profits are "rendered"?  The shareholders would get a percentage of 40%[more math here]?

Finally, a US LLC, not having the right to issue unregistered securities, can not be paying dividends on same securities.  How does Big Trends Capital Investment Limited plan to clear that hurdle?

Watching with great interest!

Keep up the great job Benny/BAH/Hash

Aw jeez, not one of these again. I swear, this is something like the fourth or fifth time a "super-amazing-mining-company" has attempted to create an offering on Havelock, even if this one is selling hardware as well.


Since when is noting (without a source, I might add) previous year's earnings considered a business strategy?

This is sort of the standard prospectus we've seen time and time again. Hype, incredibly over-exaggerated financials, lack of any meaningful information, and (my favorite) the tiny section where they disclaim the investors' fraction of the company they just funded. I see in this case you've reserved BTC3,520 ($2.28M) for yourself employee issuance.

I also like the hardware descriptions on page 12(?...seriously, no page numbers):

Where * denotes that you exclude all important variables in Bitcoin mining, completely and drastically skewing the reality of the situation. It gave me quite a chuckle :)

Anyway, no need to go any further at this point. Creating a direct-from-distributor store / in-house miner combo is a fairly nice idea, but whoever helped you develop this offering has absolutely no grasp on what it means to develop a Bitcoin security. There's no sensible reason why this venture should be funded.

Early in the year when we were figuring out the best structure to handle both domestic US investors and foreign investors along with the investment being made in crypto-currency, it was planned to keep the two entities (Coin Services LLC and Big Trend Capital Investment Limited) completely separate. This would allow the foreign investment received to fall under Reg. S for an exemption from formal registration and simply withholding under IRS tax laws. (This was the wording you saw in the post).

As such I asked John to provide nominee services while I retained complete control of BTCI Ltd. via a power of attorney and control of the company
seals. Since then, the SEC and the IRS have become more clear on how to define usage of cyptro-currencies and as such and while it was decided to use the same structure we kept the same execution plan and we wanted to keep very clear distinction of the two offerings. We do not need to make it clearly two distinct entities, hence this posting explain and linking the two together for more transparency.

BTCI does hold 40% of the Member Units of Coin Services LLC. This amount of units is the basis of the investment on Havelock for foreign investors. US investors will invest directly with the US LLC via a Reg. D 506c exemption we have obtained from the SEC. To avail ourselves of both exemptions we do need to keep the two offerings separate from each other and will do such through the onshore and offshore entities.

While it seems confusing and complex, our goal is to maintain compliance with the many SEC laws governing private placement and foreign investment. Many other startups who have raised funds in crypto did not take the time, money or effort to keep in compliance and these are the stories we all have recently heard that shake the foundation of crypto investing.

Dividends, based on the Reg. S exemption can be paid from Coin Services to BTCI to pass on to Havelock for distribution to investors and we have tried to structure the dividend payout to have the least amount of withholding taxes as possible to put more return in the hands of the investors.

Thanks for the great questions -

I will be posting our 3rd party audited financials for 2013 tomorrow. I had hoped to be able to provide both 2013 and H1/2014 at the same time (bringing us up through June 30th, 2014), but one of the banks we've done business with was very slow on providing statements that I can send to our accountant for auditing (they are there now, and they are working on producing the statement as we speak). Its my hope that we can provide both the 2013/2014 financial statements prior to asking anyone for funding, so you can have that extra piece of due diligence available to you prior to making a decision on weather to invest in the offering or not.

Re: "Employee issuance" - that is actually for previous investors that are being added to Havelock. 0 shares are for myself, or staff of Coin Services LLC. Due to the regulations mentioned in the previous post, I do not believe I can (legally) own tradable shares on Havelock. I only own membership units of Coin Services LLC.

On the statement regarding ROI - I understand that it doesn't include difficulty and price adjustments. This is why the variable was called out in the document. The reason for that is that its difficult to calculate a fiat-based ROI on cryptocurrency devices since there are innumerable factors that go into a cost analysis for a future that you, nor I, know. This is why I merely included base, known, values regarding electricity, monthly yield, and cost of machines when comparing a commercial/industrial setup vs. a retail setup. The last four pages which call out YTD earnings use much more conservative figures that expressly call out what we believe we can generate in both fiat and BTC values, including increasing electricity costs, based on increasing difficulty.

If your curious about distribution in the US, I would suggest you travel to your nearest Micro Center to validate our legitimacy. To the last of my knowledge, every one of their stores stocks our products.

Lol, 506c, while allowing general solicitation, requires you to sell only to accredited investors.  Havelock has no mechanism in place even for basic AML, forget verifying investor qualification.  You've got to be either pretty desperate or astoundingly cocky to try this.


Nah, it's simply embarrassingly inept.  It's transparent what you wish to accomplish (trust me, you didn't invent HK/BVI/SA shells), the problem is the haplessly amateurish way you went about it.

Reading your prospectus, all I could think about was the hopeful cargo cultists building landing strips, replete with straw airplanes and even control towers, "to make other planes come."  Just like they've seen Americans do.
U no wat tho?
These Melanesian weren't clever enough to fool them big smart airplanes.  The planes of plenty never came.  Heartbreaking. :-\

To be a bit more blunt:  To you your "prospectus" might seem not much different from the one you've started out with, but to others it's as convincing as a straw cargo plane.

BTW, these forums are a treasure trove of evidence to any TLA choosing to bother.  Talk about paper trail :D  

*So many gems I missed :D
Fun with words:  Declare HASH a religion.  Your investors are your disciples, your employees donate labor, in exchange you bless them with money, your warehouse--church property.  Thinkin' fellars like us, if we just put our heads together...  No telling what we could do!

You might be misunderstanding that this IPO is for BTCI, rather than CS LLC. If you want to invest directly with CS LLC then you must be accredited and find other means, to which, I'm not sure what offerings, if any, are available. CS LLC is not seeking direct funds from Havelock, so what Havelock does or doesn't have to facilitate the SEC doesn't matter.

^Nah, What Benny's doing (by starting this thread, by dealing with Havelock etc., etc) is facilitating the sale of unregistered securities.  Even if we allow that [HK whatever] is a separate legal entity.
But this is easily proven false simply by scraping Litecointalk/earlier Bitcointalk threads.

Further, 506c is a SEC (read USA) exemption, having nothing to do with HK companies selling "virtual units" or "membership seats" through unlicensed Panamanian exchanges to non-US persons.

Then there's the problem with resale of securities sold with 506c exception.  The problem being "can't be done for at least a year."  Restriction put in place partly to stop this sort of muppetry.

So I'm pretty comfortable with my understanding.
Ty for chiming in.

NotLambchop: I'm glad you are comfortable with your understanding. However, it appears that this level of understanding is somewhat inadequate to grasp the structure needed to do this legitimately as the regulation is sill going to be in flux as crypto goes more mainstream. Ben is doing the homework and the IRS and SEC are on board with all the Ts are crossed and Is dotted to make sure that this is not and unregistered security offering. If you don't think that this investment is for you, then pass it right along to look elsewhere for another one that you like better.
It appears from your trust profile (https://bitcointalk.org/index.php?action=trust;u=263109) that you seem to very frequently troll securities posts (https://bitcointalk.org/index.php?action=profile;u=263109;sa=statPanel) and also use multiple alt accounts. On taking a quick look through your post history and recent posts (https://bitcointalk.org/index.php?action=profile;u=263109;sa=showPosts), it seems you kind of make trolling an art form. Hey guys, it seems we have an infamous celebrity here! lucky us!

Ben, thank you for keeping up with fighting the good fight and having the patience to try to explain things to this person. Though, I'd have to say that it may not be worth it since it seems that they infrequently have anything nice to say. I think it's probably safe to ignore this one, but thanks to them for the thread bumps :)

I'm really looking forward to picking up more shares once this goes live on HL!

Well starting off with some forum trust is good bonus since you have litecointalk cred as well.
I looked at your prospectus but i'll need to analyze it more later.

But a few initial questions

By utilizing volume purchasing power through hardware fabrication and acquisition, BuyAHash can grow our own, very profitable in-house mining farm, as well as sell excess supplies to an emerging $1 billion market, with very little competition. In 2013, BuyAHash grossed approximately $450,000 USD, with gross profits of approximately $40,000. We note that the 2013 P&L statement represented at most, 9 calendar months, and 12-month gross revenues exceeded $750,000 USD.

At what exchange rate were these estimates made?

Through retail and mining, we’ve also acquired contracts to sell cryptomining hardware to one of America’s largest PC retailers, Micro Center, which currently generates over $1 billion USD in annual revenues, with retail stores in over 30 states in the United States of America. Through volume sales via partnership, we can continue to leverage our volume-buying power with fabricators, reducing the price of all hardware-related products within the cryptocurrency mining sphere.

If I get this part correctly this will include retail sales as well as internal mining.

General questions
How do you plan to combat difficulty increases
Who are your preferred suppliers of mining hardware or will it be in house
What is your estimated ROI @ the present exchange rate.
What is the estimate ROI on those tables factoring in the increases of Bitcoin difficulty set at 5% avg increase 25% avg increase 0% etc.
Edit in: Think its set to 0 If I read correctly

Edit: 104 Pages on litecointalk to read through lol so sorry if I asked the same questions and it was in there but I'll leave this post as is since it can act as a general reference point.
https://litecointalk.org/index.php?topic=3126.0

https://bitcointalk.org/index.php?topic=156411.msg1727172#msg1727172


Amazing how about a year ago Benny went from the above to on the heels of garnering a million bucks via Havelock, an entity not in good standings in the Bitcoin community.

I'm about to pen something else, but first need to check the facts.

If you're interested you can read about how that year has gone here (https://litecointalk.org/index.php?topic=3126.0).

104 pages? How about this for a good read?: http://www.dispatch.com/content/stories/local/2011/02/09/when-her-hope-became-despair.html

Benny Schlichter: https://www.linkedin.com/pub/benjamin-schlichter/9/a9a/8b4

http://s24.postimg.org/ii1m09ayd/Benjamin_Schlichter.jpg

Brandon Schlichter: https://www.linkedin.com/pub/brandon-schlichter/a/152/138

http://s22.postimg.org/uqf6ttrtt/Brandon_Schlichter.png

Nowhere on brother Benny's Linkedin page does he mention he's ever been involved in Real Estate - full- or part-time - a nice piece of info to add if such were the case, don't you think?: https://www.linkedin.com/pub/benjamin-schlichter/9/a9a/8b4

Blast from the past: http://www.angelfire.com/oh3/redreign/BPS.html


Benny and Branny seem to be pretty close bros. What are the odds of the latter also being in Bitcoin?

Geez, who would've thunk it?: https://bitcointalk.org/index.php?topic=215230.0. I guess that explains why Benny opted to not mention real estate on his Linkedin page.

To Be Clear: https://www.facebook.com/RentalStarter

http://s11.postimg.org/mi1wx2w7n/Rental_Starter.jpg

In case you're wondering who Michael Dupree Jr is: https://www.facebook.com/mdupreejr and https://www.linkedin.com/in/michaeldupreejr of http://easybitllc.com/about/team/

https://bitcointalk.org/index.php?action=profile;u=85217


https://bitcointalk.org/index.php?action=profile;u=120190


http://www.sba.gov/community/discussion-boards/greetings-garage-sales-tracker


http://who.godaddy.com/whoisstd.aspx?domain=new-hiphop-songs.com&prog_id=GoDaddy&k=7a9DYNi6BmRv+MlmG2MMvhKJmk+H5Mi+wsvIi8tDlHmAOR1ddEmh1k5YBB73NlTpPpoa5qj7MDQ%3d

What's up with these Hong Kong based businesses?: https://dl.dropboxusercontent.com/u/9427554/Public%20release%20for%20RentalStarter.pdf

http://s21.postimg.org/uu9f686zb/Rental_Starter_in_Hong_Kong.jpg

In case you'll ever need Benny and Branny's real FB pages: https://www.facebook.com/ben.schlichter and https://www.facebook.com/circleville respectively.

I'll leave it up to Benny and Branny Schlichter to inform you folks on how they're related to Art Shclichter (http://www.dispatch.com/content/stories/local/2011/02/09/when-her-hope-became-despair.html), all three from Circleville, OH.

Lol.  :D

Ben owns a couple of rentals, outside of that he really isn't involved in real estate.

Art is a 3rd cousin of ours, we have never met him and he does not, nor has ever lived in Circleville (He's from Washington Court House).

I was kind of the one that introduced Ben to Bitcoin, he then in turn introduced me to the funding side of things.

I have never met Art Schlichter in my life. We share an unfortunate last name, and a very vague relationship (3rd cousin, I believe).

As for the rest of your post(s), I am unsure what it has to do with me. I own one apartment - the one I live in with my wife and child. The vast majority of your post involves my brother. I am not involved in RentalStarter in any capacity.

Otherwise, feel free to dig up whatever you like on me. I am glad to answer whatever questions you have of me.

Lol, he props the price, he owns shares, but... he's uninvolved?  How desperate are you to sell your bag of tasty D to a greater fool?  How "invested" r u? :D


Nah.

Like I said, if you want to dig so much read the 104 pages on litecointalk. All the current investors already knew the relationship between Branny and Ben lol. You post it likes it's some grand uncovering.

There's nothing being shown here that isn't already public or disclosed to my knowledge. At least, nothing about Benny's personal background is new to me. I don't believe last names determine a person's character. If I did I would be screaming for the return of the Monarchy, not investing in a company.

@NotLambchop
Can you help me to understand how your post shows Benny is involved in RentalStarter?

@Gleb Gamow
I also did a cursory Google search of Benny and his background. I wasn't able to find anything that dissuaded me. What about having an obscure 3rd cousin who played pro football in the 80's and been in jail the past so many years and an old Angelfire website makes you uncomfortable?

Lol, he props the price, he owns shares, but... he's uninvolved?
How desperate are you to unload your bag of tasty D sharez on a greater fool?  Just how "invested" r U? :D


Nah.

Benny owns 0 shares in RentalStarter.

I'm more than happy to prove to our proposed board of advisors of this.

Additionally I do not own shares in his company.

On 28th October 2013 the company BIG TREND CAPITAL INVESTMENT LIMITED was formed by another company, GNL13 LIMITED:

https://drive.google.com/file/d/0B6gZtLSqKPzQUWlhd2lTcm1NMWM/edit?usp=sharing

On 3rd January 2014 the company BIG TREND CAPITAL INVESTMENT LIMITED appointed a new director, JOHN KENTON FREEMAN:

https://drive.google.com/file/d/0B6gZtLSqKPzQY05JZm1MSVNFaEk/edit?usp=sharing

On 3rd January 2014 the company BIG TREND CAPITAL INVESTMENT LIMITED resigned the company GNL13 LIMITED as director:

https://drive.google.com/file/d/0B6gZtLSqKPzQbzltMVAxNDhFejA/edit?usp=sharing

In other words, the company which supposedly owns 40% of Coin Services LCC was formed by an entity completely unrelated to the matter in discussion. Then later appointed a new director know as John Kenton Freeman, an USA national with residential address in China. Now this company is being used to raise funds via unregistered securities issued by a Panama exchange.

That raises more questions: at which date BIG TREND CAPITAL INVESTMENT LIMITED obtained 40% of Coin Services LCC? Who is JOHN KENTON FREEMAN and what is his track record in financial investments?


So you certainly have a document which proves that, right? Many potential investors would like to see this document and verify the signature of John Kenton Freeman.

Relax and feel the magic!

 ~IPO MAgic

@NotLambchop
Yes, I saw your post earlier. I still need you to explain to me how that shows Benny is involved in RentalStarter?

As for how invested I am, not enough to retire but enough to be content feeling like I helped to bring a new idea/company to life. There have been plenty of opportunities to sell, on multiple exchanges and privately. I've never felt the need to sell.

I don't mean to be a jerk but until you can explain things better or post something no one knows about? Lacking additional clarity I'm worried your line of questioning might end up looking like the witch scene from Monty Python.

*Cough*

So you asked ur bro to put up some bids, and he's all like "hell no!"  That it?  

Certainly. I will provide the document prior to fundraising.

Meanwhile: at which date BIG TREND CAPITAL INVESTMENT LIMITED obtained 40% of Coin Services LCC? Who is JOHN KENTON FREEMAN and what is his track record in financial investments?

I've made the conscious choice to not invest in his company to ensure that our businesses are separate. This included the share purchase he is talking about.

Lol, I'm afraid if you still don't get it, you simply lack the mental capacity required for such.  Don't feel bad tho, mah kitteh doesn't understand it either, and he's one smart cat!

As far as taking pride in "bringing [shit] to life," your only irrefutable accomplishment is bringing halfwit scammers into Bitcoin.
Cograts!

IPO Magic, are you NotLambchop? I just want to make sure I address the right people and not sock puppets (if applicable) when I post.

Edit: Also, if it is so easy to explain why can't you or NotLambchop put it in simple terms for me to understand? If you can't explain something how can you prove you understand what you are trying to say? All I see are accusations of people belonging to a family and having the same last name.

Yes!  Go on!

Re. your edit:  I can not explain to you that which is readily apparent to normals for the same reason I can't explain to a rock why it is a rock--it just can't be done.  You most likely don't understand this either, but that's OK--God don't make junk!
I'm sure you're gud enuf at less challenging tasks, like "investing."

Lol, OK.  I totally believe you now :D

Thank you. Is it correct for me to say that you are sharing your "gut" instinct?

Just to clarify my question for you. I'm asking you to explain how you are drawing the conclusion that Benny/Branny own part of each other's companies with what you've shared so far. "I can't explain to a rock why it is a rock" Sounds more like you are telling me I am dense and you cannot explain to me why I am dense. I'm asking you about this IPO, not my character or demeanor.

So to use your metaphor. I'm not asking you to explain to the rock why it is a rock. I'm asking you to explain, using the citation you have provided, how those citations prove Benny and Branny own part of each other's companies without appealing to majority or ad hom or making use of some other fallacy.

Otherwise thanks for sharing your opinion because that's all it is.

Jesus christ, people - keep the damn thread legible.

IPO Magic / MPOE-PR / NotLambchop - if you're going to troll, please do so with less frequency.

Augusto - are you new to this? This is how at least one of Havelock's other offerings (RENT) was structured as well. This should come as no surprise.

I thought Mpex closed, why is MP's gang still bashing everything in securities? Did they move everything over to bitbet? What game are they running now?



@Notlambchop is that you Nicolae? I hear people are looking for you?

No, it is not.


...

I'm all for educating the great unwashed, but you're starting to try my patience.  You do realize how embarrassing it is for me to be seen conversing with U, right?  Thank goodness for sock accounts.

@R_Lem:  No.  "The whole world's looking for me, but it hasn't found me yet!"--Daniil Kharms

@twentyseventy:  I liek ur new tinfoil hat!

Relax and feel the magic!

 ~IPO MAgic

Perhaps I am new to "this"... I still find very unusual a Honk Kong company form another Honk Kong company and then appoint a director to issue unregistered securities for a "parent" USA company via a Panama virtual exchange. I still do not see any advantage in this complex relationship of business entities, except that if the shit hits the fan, there will be no easy legal recourse for the potential investors recover any loss due fraud or mismanagement.

Because normal US LLCs/Corporations/etc are subject to very strict SEC regulations regarding selling shares of their company to outsiders.

I did not know those MPEX folks were still around.

For anyone curious:
https://bitcointalk.org/index.php?topic=102333.0
https://en.bitcoin.it/wiki/MPEx

@IPO Magic

Ok. Benny and Branny had both their names on a property from 2007. I believe the Bitcoin white paper was published in 2008. You have shown how Benny/Branny saved money converting an already owned LLC to another that Branny could use.


And I keep asking for you to educate me but you won't do it. All you've done is shown two brothers working together and helping one another - 7 years ago. This market didn't even exist then.

I hate for you to continue to embarrass yourself like this but could you please address my question:

Can you show me how any of this proves Benny and Branny own part of each other's companies.