Amended Offering Statement Filed – Updated 1/A

By: Robert Grosshandler | May 12, 2018

We need an SEC qualified offering statement (a Form 1/A) in order to raise money from ordinary people and to enable our members to earn and be issued our stock.  We filed the latest version with the SEC on May 10, 2018.  It’s filled with lots of information about your business, the risks we can identify, the challenges we face, and our thinking on where the business is going.

Perfection takes time.

This version amends (for the third time) the version we submitted in January.  The SEC has had comments and questions that we’ve addressed in each amended version.   They now have 10 business days to consider our filing, and either say “we’re ok to be qualified”, or to issue another set of comments.

This has taken a lot longer than we expected.  The first time we did this, it took a total of about 30 days.  We’re planning on a June or July date for this qualification to occur.  We still need to raise money to continue our journey, so we’re doing an investment round for accredited investors.  Check it out.

Substantially more detail.

Four major differences and one complication from the prior version:

  1. We’re a real business, with real customers and real revenue, actively quoted on the OTC market, and our 2017 annual report was included.  That means there is a lot more for the SEC to consider.
  2. We’re rewarding our members with Bitcoin.  The SEC is rightfully concerned that we disclose and address the risks that this creates for the company and our shareholders.
  3. We’re accepting Bitcoin and Ether as payment from investors for our shares.  We may be the first “public” company to do that.  The SEC had LOTS of questions and concerns about that.
  4. Part of the money we’re raising in this offering is to fund the building of our own blockchain-based rewards points.  Frequent flyer miles on steroids.  This effort is risky, subject to all sorts of regulatory oversight, and triggered an enormous number of comments from the SEC.  While we’re not trying to raise money from these reward points, the SEC is being cautious.

The complication is an unfortunate consequence of being pioneers.  The short story (the long story gets blamed on FINRA and being first) is that the SEC believes that we were offering shares for sale after February 13, 2018, and we should not have been doing that.  While we disagree, they have way more money and lawyers than we do.  And the solution appears to be pretty straight forward (lots of lawyering, but conceptually simple).  While we don’t yet have an agreement with the SEC as to how to address this, we think the agreement will be on the order of “iConsumer offers anybody who earned a rebate (made a purchase) after February 13, 2018 the opportunity to reverse getting credit for that transaction”.  It’s called rescission.

Just a quick recap of the highlights of this offering:

  • Price: $.15/share
  • Goal: $15,000,000 (We expect this offering to be in effect for several years.)
  • Money to be used for marketing (acquisition of new shoppers)
  • Money to be used for creating a blockchain-based reward points system (frequent flyer miles on steroids)

It’s worth it.

The SEC exists to protect investors, and they obviously take their job very seriously.  We like the scrutiny (most days).  We’re providing ordinary people the opportunity to experience the stock and cryptocurrency markets, essentially for free.  And they do that in a regulated environment.  We’re regulated, the transfer agent is regulated, brokers like TD Ameritrade are regulated, and the OTC market is regulated.  That means that our members get the increased peace of mind that regulation can bring.