sec filing

Letter from the CEO – January 19, 2018

By: Robert Grosshandler | January 19, 2018

I’d like to wish everybody a Happy New Year.  We have over 50,000 shareholders (and shareholders in waiting).  We are very proud of this achievement.

Preferred Stock Rights Change

The lawyers want me to start by pointing out that we made a change in the Preferred Series A shares, those are the shares owned by all of our shareholders.  We changed the liquidation preference and that change affects your rights.  Please read about it here.

Bitcoin!  Stock ticker symbol! The fun stuff!

We transitioned our business on how you receive rebates from shopping.  Now, you’re getting free Bitcoin when you shop at 1,800 great stores.   And, we’ve finally got a ticker symbol – RWRDP.  Now, our job is to take those two really important events and do some great things with them.

We’re happy with the transition.  We chose to do it during a slow period, so that if we missed something, it would have a smaller consequence.  It’s been almost a month, and it had a positive impact on our business.

I’m less happy with the progress towards actually having our stock actively quoted.  We’ve applied for the last steps in the process, but it just takes a long time.  I’m going to repeat myself here.  Even after it’s quoted, I expect there to be very little activity.  How that’s going to affect the stock price is anybody’s guess.  Our stock price might end up looking like the price of Bitcoin, with very high volatility.  Or, maybe not.

Thinking positively, I believe our stock will be actively quoted next week.

Buying and Selling RWRDP

Because we’re new on the market, quoted on the OTCQB, and very low priced, it’ll be harder to buy or sell our stock through a stock broker.  They think of us as a penny stock (any stock that trades for less than $1 is a penny stock), and so stock brokerage firms (think Charles Schwab or eTrade) have stricter requirements.  We’ll do an announcement once we’re actively quoted.

Raising More Money / Government Shutdown

Like most early stage companies, we need to raise money to pay some of our bills, we don’t have enough cash gross profit yet to cover all of our costs.  We’re preparing to raise money via another Reg. A+ offering.  Because it’s a Reg. A+ offering, ordinary people can invest.  Our targeted price per share is $.15 (the last time we had an offering, people paid $.09 a share). That price may change up or down before we file.

As I write this, the U.S. Government may get shutdown because of political battles.  The folks who review and qualify offerings will be laid off.  Our fingers are crossed.  With no shutdown, we estimate we’ll get our offering qualified in about a month’s time.  But no guarantees on timing, it’s controlled by the SEC.

Blockchain / ICO / Offering

What’s most exciting about this upcoming offering is our intended use of funds.  While this may all change (the lawyers made me say that), we’re raising part of the money to fund building our own token, our own coin.  We’re getting ready to do an ICO, an initial coin offering.  We have the perfect use case for a coin built on a blockchain.  We’ll have a whitepaper to share soon, but for those who care about these things, our initial plan is to call the coin REWARDScoin, and build it using the ERC-20 standard (an Ethereum-based coin).

Another exciting thing about this offering … we’re going to be accepting Bitcoin (and some other cryptocurrencies) as payment for stock.  We may be the first to enable such a thing to happen.

Our transition to our members getting Bitcoin was in support of this.  So another use for the funds is to recruit shoppers who are interested in cryptocurrency, so that when our coin is ready, we already have a market for it.

And once our offering is qualified, we’ll be able to issue stock again.



tom, January 19, 2018 at 12:33 pm

I stopped using your company the day you switched to bitcoin

    Robert Grosshandler, January 19, 2018 at 12:36 pm

    That’s fine. You’re still a shareholder, so if the Bitcoin transition was a good one, and the value of iConsumer increases, you should still be happy.

Colby, January 19, 2018 at 12:49 pm

I currently have stock that is waiting to be transferred to the stock company. When will I be able to transfer those earned shares since I wasn’t able to transfer them when we were applying to be quoted? Do those shares lose liquidation as well?

    Robert Grosshandler, January 19, 2018 at 1:06 pm

    In order to issue and transfer those shares, we need a qualified offering. We’re about ready to submit that paperwork to the SEC. They take about 4 weeks, assuming they’re not shutdown. Because your shares have not been issued yet, when they do issue they will not have the liquidation preference. That preference was put in place mostly to protect investors who invested cash in iConsumer, and didn’t make sense after we got our ticker symbol. Hopefully, we won’t be sold for a small amount of money, and hopefully, we won’t crash and burn.

WILLIAM JACK MORAN, January 19, 2018 at 12:49 pm

How do I get more shares?

    Robert Grosshandler, January 19, 2018 at 1:03 pm

    Great question! There are three ways currently. The easiest – go shop. The second easiest – refer friends who shop. Third easiest, if you’re an accredited investor, let us know, and we’ll guide through that process. In February, we hope to have a new offering qualified by the SEC. When that happens, unaccredited investors (ordinary people) will be able to buy our stock again.

April Asbury, January 19, 2018 at 1:16 pm

How do Ik if I’m a shareholder or shareholder in waiting? Also how does it benefit me?

    Kim Logan, January 19, 2018 at 1:22 pm

    You can see the number of shares you have in iConsumer by logging in and going to the Stats page.
    In terms of benefit to you – as the value of iConsumer grows, the shares you own may also become more valuable.
    You can checkout Shareholder Academy for details on how to Sell iConsumer Stock as well as learn more about What a Share is Worth.

Christie, January 19, 2018 at 1:20 pm

What is the reasoning behind throwing so much support behind Bitcoin and cryptocurrency when most of the financial news out there characterizes them as bubbles that are due to burst any day now?

    Kim Logan, January 19, 2018 at 1:26 pm

    We outlined several reasons in the December letter.
    Many people are saying that Bitcoin is in a market bubble. Other people are saying that may be true, but their long term outlook is very, very positive.
    Since iConsumer shoppers are getting Bitcoin “for free” it’ll help them be more comfortable with the potential risk.

Christie, January 19, 2018 at 1:22 pm

I initially thought maybe it was to unload your investment in Bitcoin before the bubble pops..but clearly, it’s part of some bigger strategy.

    Robert Grosshandler, January 19, 2018 at 1:27 pm

    Definitely a bigger strategy. As you can see from our 6/30/17 financials, we don’t have an investment in Bitcoin. And, when we issue our 12/31/17 financials later this year, you’ll see that we didn’t have an investment in Bitcoin then, either.

    We will need to have Bitcoin to transfer to members, after it becomes “earned”. Which means that we will be buying Bitcoin, and taking appropriate steps to hedge against its volatility.

phrost, January 19, 2018 at 1:33 pm

I’m excited about where your company might be headed to the future but a little weary of two things: 1] bitcoin and 2] rewardscoin. With bitcoin, the blockchain is congested and difficulty is high. Transactions are slow, fees are high. Making your own coin is a solution but your coin seemingly only has one use case, wouldn’t it be better to piggyback off another coin? Like ethereum itself? I’m not an expert but your company’s business plan seems like it would be an ideal use case for what ethereum network was designed for in the first place.

    Robert Grosshandler, January 19, 2018 at 1:41 pm

    We agree completely. One of the last paragraphs in the CEO letter talks about how our coin is going to be based on Ethereum, probably (we’re looking at other platforms, too, maybe Stellar?). And, we actually have a bunch of use cases, but having a coin that’s transaction oriented is important. Bitcoin, to us, is a great store of value, but is terrible as a currency.

Sherry, January 19, 2018 at 2:08 pm

The ICO space is crowded. Your ICO can easily be lost amongst the sea of other ICOs. It almost seems like to have a successful ICO these days, you need influencers to promote it. Does iConsumer have plans about reaching out to influencers, some of whom may charge a hefty fee? I also agree with user phrost about piggy backing and using another coin instead. Stellar may be a good choice, along with ethereum and litecoin. There will be litecoin debit cards coming out soon, i.e. Litepay.

    Robert Grosshandler, January 19, 2018 at 2:17 pm

    We figure it costs between $250,000 and $500,000 to do a successful ICO today, possibly more. Not just for influencers, but for other things, as well. And of course, we have to build a great coin. As I mentioned in the letter, that’s part of what we’re raising money to do.

Ryan Porter, January 19, 2018 at 2:52 pm

Hello Robert,
I’d like to take the cash back I have earned and get more Iconsumer stock with it. Is that an option now or in the future?

    Robert Grosshandler, January 19, 2018 at 3:23 pm

    It’s not an option now, since we can’t sell stock right now. But the thought has occurred to us. It should be legally possible (but I’m not a lawyer, so I could be wrong), so it’ll be a matter of how many people would want that, and how hard it would be to put a process into place.

    Thanks for the suggestion.

Christie, January 20, 2018 at 12:51 pm

Thanks for taking the time to explain all of that. You guys are great! After the economy crashed 10 years ago, I’ve been really skidish about potential bubbles. I feel much better knowing how you are handling the bitcoin thing. Thanks again for being so transparent.

    Robert Grosshandler, January 20, 2018 at 4:20 pm

    We appreciate your comment. We’re trying hard to set a high standard for ourselves. It’s nice that you’ve noticed.

Virgil Stacy, January 20, 2018 at 4:44 pm

I have a question about a couple things. #1 The upcoming Reg. A+ offering will it be offered to all states this time? I read the April 2017 Blog post and seen 4 states were excluded previously. Being from Florida (one of those 4) I am curious. #2 Upcoming ICO. I am looking forward to seeing the whitepaper. Will anyone be excluded from the ICO offering?

On a side note who can I contact to directly make suggestions to and not be using a customer support ticket?


    Robert Grosshandler, January 20, 2018 at 5:18 pm

    Great questions. Let me answer the last one first. The support ticket is really the best way for suggestions, feature requests, that sort of thing. They get immediately routed to the person who can prioritize them. And if there’s a question, or perhaps the feature already exists, we have all the tracking information necessary to have a dialog with you. is your friend. The least effective way is to make them here. Those tend to get lost in the shuffle.

    The answer to all states: probably not. The list of states that we have to exclude is growing, but at the same time, we’re working with our lawyers to reduce that list to zero eventually. Florida and Texas and New Jersey are our highest priorities to get clearance. It is uncertain which of the states will be good to go when and if our offering gets qualified. The government shutdown doesn’t affect the states, so we may have more time than we thought we would have.

    Longer term (say 90 -120 days out) we may have a more or less permanent solution to the state exclusion problem. No promises.

    The upcoming ICO. If our coin is a “security token”, then it will have the same state restrictions that our Reg. A+ offering has. If it ends up being a “utility token”, then no restrictions. This is one of those areas that lawyers have violently divergent opinions on. As the joke goes, ask three lawyers if our token is a security or a utility, and you’ll get four answers. Not their fault. This is still very, very new, and our regulators are working hard to provide guidance and safety in a world that changes daily.

Paul, January 20, 2018 at 9:16 pm

Question, when make earnings from shopping, what is the price of your stock shares that you are basing on how many shares I get?
How about bitcoin? Is it real-time bitcoin pricing?

    Robert Grosshandler, January 20, 2018 at 10:40 pm

    Great questions. We use the “market value” of the stock shares. In the footer of every page we show what we think that is. Until we’re actively quoted (so that there’s a liquid, active market for RWRDP), we’re using the last sales price where we sold our shares for cash (or Bitcoin) in our offering.

    Bitcoin is calculated once a day, currently using the end of day price on the Gemini exchange. We actually get transactions from the stores basically once a day, so that matches up nicely. That’s the same exchange/price being used for the CBOT futures.

Joshua Atkinson, January 22, 2018 at 12:17 am

What broker could I use to buy Iconsmer out right?

    Robert Grosshandler, January 22, 2018 at 8:44 am

    We love questions like these! In theory, any broker. Once this next hurdle (DTC / DWAC eligibility) is finished (maybe this week), just tell to buy OTCQB: RWRDP. They may have some rules on buying “penny stock”, and if they do, please let us know. OTC has said they want to help make sure all brokers will buy and sell our stock.

Cuitlohuac Lopez, February 2, 2018 at 12:15 pm

How do i obtain my shares?

Leave a comment

This site uses Akismet to reduce spam. Learn how your comment data is processed.