Maximum 1,070,000 shares of Common Stock ($1,070,000.00)
Minimum 10,000 share of common stock ($10,000.00)
|Corporate Address||23024 Conde Dr., Valencia, California|
|Description of Business||Cryptocurrency for the jewelry industry|
|Type of Security Offered||Common Stock and the right to receive JWL Coins|
|Purchase Price of Security Offered (Unit)||$1.00 per share of Common Stock|
|Minimum Investment Amount (per investor) ||$500.00|
*Right to Receive JWL Coins (the “JWLs,” “Coins” or "Tokens")
The Offering includes the right to receive, when the Company conducts a token generation event, five (5) JWL Coins, or Tokens, for every $1 invested in this Offering.
In other words, investors will be entitled to receive JWL Coins for an amount that is that is equal to the investment amount.
For example, an investment of $500 in Common Stock in this Offering will entitle the investor to 500 shares of Common Stock and 2,500 JWL Coins, in accordance with the terms of the future token generation event.
*All Coins or Tokens will be delivered after this Offering is completed, if and when there is a future token generation event.
Terms of Tokens
Description of JWL Coins: JWL Coins will enable the holder to interact on an open-source blockchain presently being developed for the Company (the “JWL Blockchain”). The JWL Blockchain will be an independent blockchain created primarily for the jewelry industry, the Company, and for other users, as determined by the development team that the Company has selected to create the JWL Blockchain. One of the Company’s founders, Bradley Fuller, is a member of the development team. As the JWL Blockchain development will be open-source, any individual or industry participant may freely further develop it.
- Migration to Alternative Blockchain: N/A. Full functionality of blockchain will be available at launch with no requirements for a switch.
- Expected Network Launch date: ~90 days after the completion of our Offering.
- Expected Price per Token at token generation event or method for determining price: $0.20 per JWL. To be distributed pursuant to rights in this Offering (5 JWL per $1 invested).
- Total amount of Tokens authorized for creation: ~200,000,000 total lifetime supply (+ potential small tail distribution)
- Amount of Tokens or Rights to Tokens already issued:
- ~50,000,000 to be restricted coins, set aside for development team, used for development team costs, blockchain improvement, and currency adoption.
- ~50,000,000 to be provided to JWL.com, Inc. (To be distributed internally and to JWL offering investors)
- ~5,350,000 of JWL.com’s initial share to be distributed to investors in this Offering.
- Will they be listed on Exchanges: TBD**
**See Risk Factors – Currently there are no securities exchanges registered with the SEC that list and trade tokens or cryptocurrencies.
Other Material Terms:
- Voting Rights: none
- Restrictions on Transfer: 1 year from closing of the token offering
- Dividends/Distributions: none
- Redemption Rights: none
- Other: none
As soon as JWL is launched and distributed, contributors will immediately have full ownership and control of their JWL, which provides the ability to securely and privately transact with other JWL users. Investment funds from this Offering will be used to further develop the JWL.com website, to build specific JWL tools, including, but not limited to, secure web wallets, Jewelry industry integration, web based escrow services, and simplified cryptocurrency storage, access, and exchange.
Further, JWL Blockchain will be the foundation for all value within the JWL.com, Inc. ecosystem. If there are any blockchain changes, or if JWL.com, Inc. develops further blockchain solutions to bring the Jewelry Industry into the 22nd century, JWL Blockchain will continue to act as the basic value proposition for users.
The Company currently does not have a functional distributed ledger based business model nor a blockchain based token and there is no guarantee that such will be developed in the future. The promise of future tokens is contingent upon the successful development of such items. There is no guarantee that successful development will ever occur. The right to receive future tokens and the offering of future tokens is being offered as part of this offering exempt from registration under Regulation CF.
Tax Advisory: Investors should consult their tax advisors with respect to the tax basis for each of the common stock tokens and the Tokens.
Jurisdictions: No Investor who (i) resides, (ii) is located, (iii) has a place of business, or (iv) is conducting business (any of which makes the Investor a “Resident”) in the state of New York will be accepted in this offering..
We are offering one share of Common Stock at a price of $1.00 per share and a right to receive JWLs when the Company launches its token generation event. At the time of the token generation event, the Purchaser will receive five (5) tokens, or JWL Coins, for each dollar invested in this Offering. We anticipate that the price of each JWL Coin will $0.20 per token. Therefore, a purchase of $500 in this Offering, for example, will entitle the purchaser to receive 500 shares of our Common Stock and, upon the token generation event, 2,500 JWL Coins.
The Common Stock is subject to transfer restrictions and the right to receive JWLs are non-transferable.
Although we anticipate to launch the JWL Blockchain within 90 days after the completion of this Offering, the date of the token generation date is uncertain at this time. At this time there is substantial uncertainty about whether the token generation event must be registered or qualified with the United States Securities and Exchange Commission pursuant to the securities laws of the United States and each state. We do not anticipate that such uncertainty will be resolved by the time of the token generation event. If the Company is required to register or qualify the token generation event with the Securities and Exchange Commission, there can be no assurance that the Company will be successful in so doing. Even if the Company is able to conduct the token generation event, the success of the Company's business, and the value of its Common Stock, depends on the adoption of an open-source blockchain platform by developers and the acceptance of JWLs by the jewelry industry, but there is no guarantee that such adoption or acceptance will ever take place in the
The offering of our Common Stock and a right to receive JWLs at a future date, is being made pursuant to an exemption from registration with the Securities and Exchange Commissions under Regulation CF under the Securities Act of 1933, as amended.
The Company is including as part of this Offering the right to receive future JWLs when and if a network based upon blockchain and distributed ledger technology is created by developers and users of the blockchain. The JWLs may be used within the network as a currency to effect economic transactions in the jewelry industry.
Therefore, although the Company has immediate plans to promote this distributed ledger technology, the rights offered and issued in connection with this offering are contingent upon the further development of such technology. Investors in this offering should not plan on receiving JWLs or tokens and should not include any such future utility tokens as part of their investment decision. Any future utility token shall only have a use within a developed ecosystem and shall not be considered debt or equity in the Company.
The company is expecting to pay Officer salaries at an annual rate totaling between $160,000 to $200,000.
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.