Right, I'm just saying if something's sold to a US resident, US law applies to that sale, regardless of the seller's location.

And yes, C4072216.

Correct, most ICOs are conducted through offshore entities. But US federal and state law still applies to any and all sales to US residents, regardless of the issuer's jurisdiction. Offerings within the US require qualification on both the federal and state level unless offered as a "covered security." If federally qualified as a covered security, the issuer would only need to file with states, instead of receiving qualification from them.

For a public offering, yes, your registry would need to be held by an SEC registered transfer agent with DTC clearing, like Computershare or AST. For a private offering, regulators don't require it for companies that don't need it, but many investors do prefer the safety of knowing that the cap table is overseen by a neutral third party. And of course the company needs to be incorporated. Stock doesn't exist otherwise.

We are currently conducting a private offering under Regulation D Rule 506(c), which permits public solicitation. We are not conducting a public offering yet. The funds received from our Regulation D private offering will be used to pay the required audit and filing fees for our Regulation A public offering. Our public offering will only be held following SEC qualification.

Funds received from our Regulation D private offering will also be used to begin our licensing and registration as an SEC and FINRA registered broker-dealer and SEC registered transfer agent while we await the SEC's qualification for our Regulation A public offering.

It is impossible to conduct a legal ICO for a token-based security for multiple reasons:

• ICO smart contracts do not allow for the collection of required KYC/AML.
• No ledger is a operated by an SEC registered transfer agent (for offerings under Regulation A).
• ICO smart contracts do not verify investor accreditation (for offerings under Regulation A, Regulation CF, and Regulation D).
• ICO smart contracts do not limit unaccredited investors to investing only a minor percentage of their annual income or total net worth (for offerings under Regulation A, Regulation CF, and Regulation D).
• No ICO smart contract is an SEC and FINRA registered funding portal operated by an SEC and FINRA registered broker-dealer (for offerings under Regulation CF).
• For Regulation D offerings in general, the securities issued are are classified as restricted securities, which cannot be resold, traded, or transferred without prior registration with the SEC, so investors would not be able to trade their tokens.
• No current crypto exchange is legally allowed to broker transactions of token-based securities, as they are not SEC and FINRA registered broker-dealers.

You are correct though that our stock is not listed anywhere. That is true for most companies, especially new ones. However, our Regulation A public offering will require us to list our stock on a national securities exchange upon qualification.

If we are fortunate enough that our Regulation A public offering is fully subscribed, it shouldn't be too difficult for us to meet qualification on NYSE-MKT (listing standard three) and Nasdaq Capital Market (market value listing standard). We would likely go with Nasdaq Capital Market, as NYSE likes charging a premium listing fee "for prestige," while all we'd be interested in is checking a regulatory box required by our Regulation A public offering, as we would rather list ourselves as a token-based security on our exchange. CHX is another national securities exchange we would meet qualification for listing on. IEX hasn't outlined their listing requirements publicly yet.

We are a new startup building a fully licensed and regulated platform for cryptocurrencies and ICOs. You can find more information on our website: gildset.com.

We are selling our stock at 50% price today to accredited investors, and we will sell it at 100% price to the general public after we file with the SEC. Accredited investors will be able to sell their stock to public investors, if they so wish, though we would prefer long-term investors. We hope to conduct our public offering in January 2018.

We aren't conducting this sale as an ICO because that would unfortunately get us in regulatory trouble. But that's what we're solving. We're building a fully licensed exchange where anyone can trade tokens or issue an ICO with full legal and regulatory compliance, no different from a stock exchange. Instead of conducting an illegal ICO, we will credit our token to investor accounts once our platform is licensed and launched. Our stock will also be listed on a national exchange (NYSE, Nasdaq, IEX, etc), as required by the SEC.

We are conducting this sale under Regulation D Rule 506(c), which permits public solicitation as long as we only accept accredited investors. Our public offering will be conducted under Regulation A, open to investors of any accreditation status.