Doesn't ASICMINER look like this?

     ASICMINER
    ------^-------
    |                |
 Public     Bitfountain
Shares    (managers)


In which case, no one needs to worry about Bitfountain - they do their own thing (ie. own majority shares, and manage asicminer)?

Then ALL income belongs to ASICMINER, and profits are distributed. Simple

Ken has it so that everything is intertwined, 10% royalties, different company mining, to different company doing hardware and sales and blah blah.

Stop making this complex.

Below is the structure as it should be as done by auto2nr1, nice and simple.


Then all revenue goes to 'Entity Name', and it ditributes profit to share holders (40% / 60%)

Then, Ken's salary and whatever else should be his own business, coming out of the 60% - that's his pay. This is what ASICMINER does I believe.

VMC/AMC Merger

This is a Pre-Merger VMC Offering.

(This Is For Community Review Only)

The Final Offering May Be DIFFERENT

(This Document Is For Community Review Only And May Contain Errors)

============================================================================================================================

Introduction
ActiveMining (AM) is a virtual identity totally held by the owner(s) of the Active Mining Corporation, representing 100% of the whole net income of the Active Mining Corporation. The Active Mining Corporation's business includes cryptocoin mining and sales of self-built ASIC devices through its wholly owned subsidiary Virtual Mining Corporation (VMC). Currently, it is expected for interested investors to hold 10,000,000 AM shares (40% of the whole net income), while Active Mining Corporation owner(s) shall hold 15,000,000 AM shares (60% of the whole net income), for a total of 25,000,000 AM virtual shares. ActiveMining shares have the privilege of getting all net profits until 0.0025/share from the day when dividends begin to be paid.

The issuing of more AM shares will be allowed in the future, provided there is strong economic justification, mainly on the basis of covering emergent capital needs. Existing shareholders also get the first choice for buying new shares before they are sold on the open market. The volume of new shares shall be kept at a minimum as much as possible and the pricing of them should be such that the total value of all AM assets (tangible and intangible) per share does not diminish, protecting shareholders as much as possible from future dilution of value.

How to buy shares
AM shares will be sold on BitFunder and BTCT.CO, following asset approval. Existing Active Mining Cooperative (AMC) shareholders will be entitled to trade their shares for ActiveMining shares, on a 1:1 basis.

Dividend payment
The whole Active Mining Corporation's income, including mining income, sales via bitcoins or other cryptocoins and fiat income transferred to bitcoins, will be paid to ActiveMining shareholders proportionally, when all manufacturing, maintenance, labor costs, R&D, and miscellaneous expenses are deducted.

Our chips
Generation 1: Fast-Hash. 28nm. Each chip's rated frequency is 800 MHz at 1.15V. It translates to 16,000 MH/s because it does 20 hashs per cycle. Chip requires proper handling of heat and power supply.

I don't get it, does it look like this now?

    AMC
  ---^---
  |       |
 AM   VMC

AMC owns a 100% VMC, and owns 60% of AM?

Let's get this answered as there are many of us in this exact scenario.

[VMC/AMC] Merger

This is a Pre-Merger VMC Offering.

(This Is For Community Review Only)

The Final Offering May Be DIFFERENT

(This Document Is For Community Review Only And May Contain Errors)

(...)

Yes, Ken should definitely cover us for this. This was one of the issues that were addressed. So the past 5 dividend payouts from BitFunder has been wrong.

You are just throwing numbers. Half of the shares are owned by the company itself, so the market can't touch them.

I interpret that as AMC will purely mine and give dividends for mining. VMC will receive dividends for both mining and sales.

AMC and VMC will share dividends from mining? and VMC will have the added dividends from sales?

Yep, thanks for the explaination, this is most certainly the reason.

btct : 2013-07-04 00:47    ฿ 2.78000000    511867    0.00000543    COMPLETE

Only the 511867 sold shares got their divs.

Good catch.

We got ฿0.00000543 per share on btct, ฿0.00000139 on bitfunder.

[VMC/AMC] Merger

This is a Pre-Merger VMC Offering.

(This Is For Community Review Only)

The Final Offering May Be DIFFERENT

(This Document Is For Community Review Only And May Contain Errors)

========================================================================================================

Virtual Mining Corporation (VMC) will be incorporated as a Belize International Business Company
and will be exchanged for 15 million shares to purchase Virtual Mining Corporation (VMC) a Delaware Corporation.

VMC is made up of a team of dedicated Bitcoin mining professionals with over 30 years of combined
experience in the ISP Business including Internet Access and Web Hosting, Graphics Design,
Cloud Development, Computer Programming in Multiple Languages, FPGA Hardware And Software Design,
Complete Systems Design, Web Design, and System Administration.
  
The team has been involved with Bitcoins since 2009.  VMC will be manfacturing Bitcoin Mining Machines.
VMC has agreed with  Active Mining Corporation (AMC) is a Belize International Business Company
DBA Active Mining Cooperative to sell the first 100 machines manufactured in the machines listed below
to AMC.  AMC will have the first right of refusal on the below units developed by VMC and any future
developed units.  Investors in VMC will have the second right of refusal on units manufactured by VMC.

VMC will manufacture Application Specific Integrated Circuit (ASIC) Bitcoin mining machines
and is working with AMC to develope an ASIC chip and PCB that it will license from AMC for use in their
Fast-Hash series of Bitcoin Mining Machines.  VMC is using AMC's technology to develope an ASIC chips on
28nm process which is estimited to run at 16 GH/s with it's partner eASIC (www.easic.com).  VMC's ASIC
has very fast speeds of 16 to 20 GH/s with low power usage.  The 28nm chip is expected to run faster after
it is put through the eASIC's easicopy process and will be used in VMC's Fast-Hash-One series of machines.
VMC may purchase ASIC chips from different vendors if available to use in it's manufactured machines.

VMC will be using the most innovative technology available to manufacture their Fast-Hash(tm) series of
Bitcoin Mining Machines.  Investors in VMC will receive the benefits of having dividends paid out as
soon as VMC starts shipping machines to the public and making a profit.  Investors in VMC will see
big benefits when VMC using AMC's technology develops it's own ASIC chip and AMC licenses its technology
to VMC to use in its Fast-Hash series of Bitcoin mining machines.  VMC will pay license fees in the form
of Bitcoin mining machines at cost and royalties to AMC for it's technology.

VMC is in the process of getting an agreement with eASIC to produce an ASIC bitcoin mining chips on the
28nm process.  This chip will be available in limited Low Volume/Sample quanities in the 4th quarter of
2013 and full production quanities in the 1st quarter of 2014.

VMC will provide the Bitcoin Mining Equipment below ("Mining Equipment") to AMC at VMC's manufacturing
cost for the use of AMC's developed technology for the equipment below as a licensed fee for
VMC to use all of AMC's developed technology.  VMC will also pay AMC a 10% royalty on all other sales
using AMC's developed technology.

Web Site:    www.virtualminingcorp.com
Facebook:   https://www.facebook.com/pages/Fast-Hash/319110168218206
Twitter:    @VirtualMiningCo
Phone:      1+(855) ONE-BITCOIN (663-2482)
  
*** Business Experience:

Slaughter Vending and Amusement, Pegasus Business Systems, Advanced Learning Systems, Advanced Software
Solutions, Active Internet Communications - ISP Business axs(tm).net which produced over 2.5 Million
in revenue and over 10,000 customers in 49 states, Canada, and Puerto Rico with over 10 employees.
Turn-key Web Hosting Business running on Amazon.com, Started Bitcoin mining in 2009.
 
*** Software packages developed:

Internet Cruiser(tm) web browser, Virtual 3D Environments, Individual Profile System(tm) (IPS), Neural
Network, Anonymous Bitcoin Exchange software, Automobile Collision Repair System(tm) (ACRS)

*** Cloud Development:

Web Hosting Business: shopping-cart-now.com running on Amazon.com
 
*** Web Sites Developed With Graphics:

TahoeUltimateRentals.com, shopping-cart-now.com, votecliffyoung.com, and votecliffyoung.com plus many
more over the years.

*** ASIC Development:

AMC has Synthesized it's Bitcoin Mining source code to create RTL for the xc6xlt150 FPGA.  VMC has had
the code ported to eASIC Nextreme-2 family of ASIC chips.  eASIC will then close timing on the design
for the ASIC chip.  After timing closure, Prototype and Low Volume production of the ASIC chips will begin.
High volume production of the chip will begin in 3-6 months after the project starts.

After production begins, the ASIC chips can be delivered to VMC in a 3 to 6 month time frame.  VMC will-at
the same time-start the high production process for 28nm chip using eASIC's easicopy process which takes
as little as 12 months.  VMC has also received licenses on Printed Circuit Board (PCB) designs for
xc6xlt150 FPGA Boards.  VMC has hired an Electronic Engineering and Manufacturing Services to design
the PCB boards for its Fast_Hash series of bitcoin mining machines.  VMC may purchase Bitcoin Mining Chips
or PCB from other vendors if available for its machines.  

=============================================================================================================

VMC Manufactures ASIC Bitcoin mining equipment which it provides to AMC and the public.

Bitcoin ASIC Mining Equipment To Be Purchased:      

Units to be provided to AMC by VMC at manufacturers cost:

The following will be ordered from VMC if funds are available from AMC and the units are developed.
AMC will have the first right of refusal on the below units developed by VMC and any future
developed units.  Additional units will be provided at lowest retail value minus the 10%
royalty fee.    Investors in VMC on bitfunder.com will have the second right of refusal on units
manufactured by VMC.

100 Fast-Hash-80's**   @  80 GH/s each for a total of: 8 TH/s
                        Specifications: 110nm 282 MH/s chip 75 chips per board 4 boards per unit
                        Estimated retail value @ ~$6,000 each for a total of $600,000
                        (Estimated to be delivered August 2013)

100 Fast-Hash-80's**   @  80 GH/s each for a total of: 8 TH/s
                        Specifications: 110nm 282 MH/s chip 75 chips per board 4 boards per unit
                        Estimated retail value @ ~$6,000 each for a total of $600,000
                        (Estimated to be delivered October 2013)

100 Fast-Hash-80's**   @  80 GH/s each for a total of: 8 TH/s
                        Specifications: 110nm 282 MH/s chip 75 chips per board 4 boards per unit
                        Estimated retail value @ ~$6,000 each for a total of $600,000
                        (Estimated to be delivered December 2013)

100 Fast-Hash-80's**   @  80 GH/s each for a total of: 8 TH/s
                        Specifications: 110nm 282 MH/s chip 75 chips per board 4 boards per unit
                        Estimated retail value @ ~$6,000 each for a total of $600,000
                        (Estimated to be delivered February 2013)

100 Fast-Hash-400's**   @  400 GH/s each for a total of: 40 TH/s
                        Specifications: 45nm 6 GH/s chip 75 chips per board 1 board per unit
                        Estimated retail value @ ~$30,000 each for a total of $3,000,000
                        (Estimated to be delivered March 2014)

100 Fast-Hash-800's**   @ 800 GH/s each for a total of: 80 TH/s
                        Specifications: 45nm 6 GH/s chip 75 chips per board 2 boards per unit
                        Estimated retail value @ ~$60,000 each for a total of $6,000,000
                        (Estimated to be delivered May 2013)

100 Fast-Hash-1.2T's**   @  1.2 TH/s each for a total of: 120 TH/s
                        Specifications: 28nm 9 GH/s chip 75 chips per board 1 board per unit  
                        Estimated retail value @ ~$100,000 each for a total of $10,000,000
                        (Estimated to be delivered July 2014)

100 Fast-Hash-2.4T's**   @  2.4 TH/s each for a total of: 240 TH/s
                        Specifications: 28nm 9 GH/s chip 75 chips per board 2 board per unit  
                        Estimated retail value @ ~$200,000 each for a total of $20,000,000
                        (Estimated to be delivered September 2014)

100 Fast-Hash-4.8T's**   @  4.8 TH/s each for a total of: 480 TH/s
                        Specifications: 28nm 9 GH/s chip 75 chips per board 4 board per unit  
                        Estimated retail value @ ~$400,000 each for a total of $40,000,000
                        (Estimated to be delivered December 2014)



VMC has a contract with AMC to repay to AMC 100% of the Non Recuring Engeering (NRE) fee that
AMC provides to VMC to develope an ASIC for bitcoin mining.  VMC will pay to AMC 100% of the profits
from bulk chips sales after AMC's royalty payment, cost of goods sold, and all direct expenses required
to sale the chips.  

We will also be buying shares of AMC on any stock exchange as they become reasonably priced to
provide dividend income to VMC share holders.  These shares will be sold if VMC needs capital to
for any purpose.

VMC currently own 0 shares of AMC as of the Initial Public Offering date.  Check the reports
in the bitcointalk VMC thread for the current number of AMC shares owned.

* Different quantities or other Bitcoin Mining Machines may be provided if the above are not
available, developed, specification changes, or the market changes.  All specifications and delivery
dates are subject to change.

** Fast-Hash-XXX, Fast-Hash-One are trademarks of VMC developed Bitcoin Mining Machines.  AMC will receive the
above machines at manufacturers cost.  AMC will also receive a 10% royalty from VMC on all other
VMC sales using AMC's technologies.

=============================================================================================================
=============================================================================================================

VMC Offering:

VMC's offering is comprised of 25,000,000 shares in total. VMC may issue these shares on any exchange it
deems fit for trading of VMC's shares as long as the total shares issued does not exceed 25,000,000
shares.  This offering may me modified with a majorty vote of the shares holders.

VMC will provide a method for shareholders to vote.  The method will provide that only shareholders can vote
and shareholders will only have 1 vote for each share that is held.  Any motion to bring a vote before the
shareholders will require 10% of the shareholders votes on a petition with 1 vote for each share held.
VMC will provide a method for motions should the need arise, if the exchange does not provide a method.
VMC will be run by a 7 member board of directors, the board of directors will be elected within three months
of the initial IPO of VMC.  The board of directors shall adopt a set of by-laws within the first 6 months.
Until the first board of directors are elected, the current management of VMC, Delaware will manage VMC Belize.  

1 share of VMC on the exchange represents 1/25,000,000th of 100% of the monthly profits after all expenses.

VMC shares offer no voting rights. Shares of VMC on the exchange do not represent real world shares of the
company.  The shares are solely a distribution mechanism for rights to profits.

As of the time of this writing, up to 10,000,000 shares will be released to the public through a swap of
1 share of Active Mining Corporation dba Active Mining Cooperative (AMC) for 1 share of VMC.  AMC is traded on
bitfunder.com.  Any remaining shares not included in the IPO are owned/maintained/controlled by VMC.
These shares will be used at the issuers discretion for any uses deemed fit. These uses are not limited to,
but may include employment.

The funds from the IPO will be used to manufacture VMC's products, research and development,
deposits, chip production and development, PCB production and development, licensing fees, eASIC NRE to
create a 28nm bitcoin mining chip, and other necessary needs for manufacturing VMC's products.  
The IPO funds may also be used to purchase AMC shares.  VMC will also exchange its shares for AMC
shares, the rate of exchange will be determined by the board of directors of VMC.

Should VMC be sold or closed, the full amount of the purchase price, liquidated income,
liquidated assets will be evenly distributed to the 25,000,000 shares.

AMC Swap Shares:

VMC will issue up to 10,000,000 "AMC Swap" shares which may be used in an exchange for AMC shares.
Any shares not exchange for AMC shares may be sold by VMC.  VMC will set the deadline date that
AMC shares have to be tendered to VMC for a swap to be effective.  Shares of AMC tendered after
the deadline will not be swapped for VMC shares and will be returned.


Additional shares may be sold at no less than .005 BTC each.

Statements and Accounting:

Detailed statement and accounting will be provided on VMC's Bitcointalk thread if avilable or any other
forum which VMC's chooses.  Forum will be posted on VMC's website at www.virtualminingcorp.com

Dividends:

Dividends will be paid on all issued shares.  Dividends will be declared by the board of directors.
Dividends will be paid each week as declared by the board of directors.  
Reports will be posted on VMC's Thread on a forum of VMC's choosing.

Forced Buy Back:

No forced buyback may be enforced for shares of VMC.  VMC may purchase it's own shares on any
exchange where VMC shares are traded.

Equipment:

All equipment listed in this offer will be sold to AMC at the average manufacturing cost for
the unit or a like unit.

After VMC's initial delivery of the above mining equipment, AMC will have first right
of refusal on any equipment manufactured by VMC and said equipment will be paid for by AMC.  
VMC will not charge AMC a price which is higher than the lowest price VMC has sold the
equipment or like equipment to any other customer or if the equipment has not been sold
before, then the posted price on VMC's web site.

Estimated VMC 12 Months Projections:

==========================================================================================================
**********************************************************************************************************

Total Estimated Gross Sales                                                                                                                                  479,000 BTC

Total Estimated Cost Of Goods Sold BTC                                                                                                                201,000 BTC

Total Estimated Expenses BTC                                                                                                                               113,000 BTC

Total Estimated Profit BTC                                                                                                                                     165,000 BTC

Estmated AMC Revenue (Next 12 Months)                                                                                                              112,000 BTC

Total Combined Profit And Revenue                                                                                                                       277,000 BTC                  

**********************************************************************************************************

25,000,000 Issued Shares
Estimated Gross Combined Profit and Revenue / Share                                                                                           0.01108 BTC

**********************************************************************************************************

Return on Investment(ROI) Fully Diluted: 25,000,000 Issued Shares

  Net Estimated ROI/12 Months AMC Swap shares @ .0025 BTC/Share                                                                             443 %

**********************************************************************************************************
==========================================================================================================
VMC130307-1

Update:

Investors must have 100,000 shares before getting a second right of refusal.

Ken,

I like the VMC contract, but I would like a clarification.
Will the swapped AMC shares used to acquire VMC shares be held by VMC to generate dividends from AMC's mining operation?  If so, it seems that AMC shareholders will benefit greatly from the swap (which should entice current AMC shareholders to swap). Have I interpreted the sequence of events correctly?

Already ahead of you, should have around 8 TH myself come October.

My point is that as long as you have a Chip that can be ordered at cost from a Foundry, you will be ahead of anyone that orders a machine from another company.

The current price reflects the risk involved in getting this chip, if they succeed the price will most definitely go up. If they fail, it will most definitely go way down. Not sure how else you can look at it.

Why? I understand that the Avalon chips are alrady ordered and will be a fast way to add more hashing power, but why getting involved with a third hardware maker instead on focusing on our* own chips?

*I'm a shareholder, and I'm here to stay in the long term, so honest question trying to understand the plan.

ah cool, what would the hashrate of that be?

I'm still concerned about the valuation. What so far gives us a reason to believe that the combined value of VMC + AMC is worth 100M shares x .0025 or $25M? That seems like a lofty valuation given what we know so far. Am I missing something? Is Ken going to restrict the total number of shares issued?

so in summary, if eAsic is successful with the fast hash, then you guys plan to sell and mine with them much like ASICMiner does

in the mean time AMC will be..... mining and issuing dividends with lesser hardware?