INVEST IN JWL COIN TODAY!
Nir Schwartz
Chief Security Officer
Maximum Number of Shares Offered subject to adjustment for bonus shares
Maximum 1,070,000 shares of Common Stock ($1,070,000.00)
Minimum 10,000 share of common stock ($10,000.00)
Company | JWL.com, Inc. |
| |
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 |
Perks*
*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
JWL Coins
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.
Initial Blockchain:
**See Risk Factors – Currently there are no securities exchanges registered with the SEC that list and trade tokens or cryptocurrencies.
Other Material Terms:
Additional Information
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..
The 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.
Irregular Use of Proceeds
The company is expecting to pay Officer salaries at an annual rate totaling between $160,000 to $200,000.
02.04.19
[The following is an automated notice from the StartEngine team].
Hello! Recently, a change was made to the JWL Coin offering. Here's an excerpt describing the specifics of the change:
Extended campaign 60 days.
When live offerings undergo changes like these on StartEngine, the SEC requires that certain investments be reconfirmed. If your investment requires reconfirmation, you will be contacted by StartEngine via email with further instructions.
01.08.19
[The following is an automated notice from the StartEngine team].
Hello!
As you might know, JWL Coin has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in JWL Coin be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
-StartEngine
12.14.18
[The following is an automated notice from the StartEngine team].
Hello!
As you might know, JWL Coin has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in JWL Coin be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
-StartEngine
12.04.18
[The following is an automated notice from the StartEngine team].
Hello! Recently, a change was made to the JWL Coin offering. Here's an excerpt describing the specifics of the change:
Extending 60 days.
When live offerings undergo changes like these on StartEngine, the SEC requires that certain investments be reconfirmed. If your investment requires reconfirmation, you will be contacted by StartEngine via email with further instructions.
10.01.18
[The following is an automated notice from the StartEngine team].
Hello! Recently, a change was made to the JWL Coin offering. Here's an excerpt describing the specifics of the change:
JWL.com, Inc. has extended their campaign.
When live offerings undergo changes like these on StartEngine, the SEC requires that certain investments be reconfirmed. If your investment requires reconfirmation, you will be contacted by StartEngine via email with further instructions.
08.21.18
[The following is an automated notice from the StartEngine team].
Hello!
As you might know, JWL Coin has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in JWL Coin be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
-StartEngine
08.02.18
[The following is an automated notice from the StartEngine team].
Hello! Recently, a change was made to the JWL Coin offering. Here's an excerpt describing the specifics of the change:
JWL Coin is extending their offering for 60 days.
When live offerings undergo changes like these on StartEngine, the SEC requires that certain investments be reconfirmed. If your investment requires reconfirmation, you will be contacted by StartEngine via email with further instructions.
07.11.18
[The following is an automated notice from the StartEngine team].
Hello!
As you might know, JWL Coin has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in JWL Coin be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
-StartEngine
06.27.18
[The following is an automated notice from the StartEngine team].
Hello!
As you might know, JWL Coin has exceeded its minimum funding goal. When a company reaches its minimum on StartEngine, it's about to begin withdrawing funds. If you invested in JWL Coin be on the lookout for an email that describes more about the disbursement process.
This campaign will continue to accept investments until its indicated closing date.
Thanks for funding the future.
-StartEngine
0/2500
Cancel anytime before 48 hours before a rolling close or the offering end date.
We want you to succeed and get the most out of your money by offering rewards and memberships!
Your info is your info. We take pride in keeping it that way!
Invest in over 200 start-ups and collectibles!
With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.
With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $124,000, are limited to invest a maximum of 5% of the greater of those two amounts. For those with an annual income and net worth greater than $124,000, he/she is limited to investing 10% of the greater of the two amounts.
At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward.
Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.
StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be canceled.
For Regulation A+, StartEngine allows for a four-hour cancelation period. Once the four-hour window has passed, it is up to each company to set their own cancelation policy. You may find the company’s cancelation policy in the company’s offering circular.
Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days.
Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to get sent back to the account associated with the investment.
Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.
Important Message
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. INVESTMENTS ON STARTENGINE ARE SPECULATIVE, ILLIQUID, AND INVOLVE A HIGH DEGREE OF RISK, INCLUDING THE POSSIBLE LOSS OF YOUR ENTIRE INVESTMENT.
www.StartEngine.com is a website owned and operated by StartEngine Crowdfunding, Inc. (“StartEngine”), which is neither a registered broker-dealer, investment advisor nor funding portal.
Unless indicated otherwise with respect to a particular issuer, all securities-related activity is conducted by regulated affiliates of StartEngine: StartEngine Capital, LLC, a funding portal registered here with the US Securities and Exchange Commission (SEC) and here as a member of the Financial Industry Regulatory Authority (FINRA), or StartEngine Primary, LLC, a broker-dealer registered with the SEC and FINRA/SIPC . You can review the background of our broker-dealer and our investment professionals on FINRA’s BrokerCheck here. StartEngine Secondary is an alternative trading system regulated by the SEC and operated by StartEngine Primary, LLC, a broker dealer registered with the SEC and FINRA. StartEngine Primary, LLC is a member of SIPC and explanatory brochures are available upon request by contacting SIPC at (202) 371-8300.
Investment opportunities posted and accessible through the site are of three types:
1) Regulation A offerings (JOBS Act Title IV; known as Regulation A+), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Primary, LLC (unless otherwise indicated). 2) Regulation D offerings (Rule 506(c)), which are offered only to accredited investors. These offerings are made through StartEngine Primary, LLC. 3) Regulation Crowdfunding offerings (JOBS Act Title III), which are offered to non-accredited and accredited investors alike. These offerings are made through StartEngine Capital, LLC. Some of these offerings are open to the general public, however there are important differences and risks.
Any securities offered on this website have not been recommended or approved by any federal or state securities commission or regulatory authority. StartEngine and its affiliates do not provide any investment advice or recommendation and do not provide any legal or tax advice with respect to any securities. All securities listed on this site are being offered by, and all information included on this site is the responsibility of, the applicable issuer of such securities. StartEngine does not verify the adequacy, accuracy or completeness of any information. Neither StartEngine nor any of its officers, directors, agents and employees makes any warranty, express or implied, of any kind whatsoever related to the adequacy, accuracy, or completeness of any information on this site or the use of information on this site. See additional general disclosures here.
By accessing this site and any pages on this site, you agree to be bound by our Terms of use and Privacy Policy, as may be amended from time to time without notice or liability.
Canadian Investors Investment opportunities posted and accessible through the site will not be offered to Canadian resident investors. Potential investors are strongly advised to consult their legal, tax and financial advisors before investing. The securities offered on this site are not offered in jurisdictions where public solicitation for offerings is not permitted; it is solely your responsibility to comply with the laws and regulations of your country of residence.
California Investors Only – Do Not Sell My Personal Information (800-317-2200). StartEngine does not sell personal information. For all customer inquiries, please write to contact@startengine.com.
StartEngine’s Reg A+ offering is made available through StartEngine Crowdfunding, Inc. This investment is speculative, illiquid, and involves a high degree of risk, including the possible loss of your entire investment. For more information about this offering, please view StartEngine’s offering circular and risk associated with this offering.