I feel a little bad for just dismissing this outright without providing some bits of constructive feedback before, so I will try to give you a little advice.

You need to approach potential investors with more than a loosely formed idea.  This means that if you intend to build this yourself, you should bring a prototype of the application.  If you haven't developed a prototype of the application yet, this hurts your efforts a lot, but if you really want to persist without it then you need to at least have the specification written.  It needs to be in clear, precise language.  

You should proofread all of your communications, as they leave an impression on the reader.  While being well-spoken does not guarantee you funding, demonstrating poor communication skill will definitely create obstacles.  If English (or whatever language you're addressing your target audience in) is a second language for you, you should have a native speaker review it for you before posting.  You need to trust that this person will actually review and fix or point out any grammatical/syntactical errors for you instead of simply saying 'Good job!' or limiting his or her feedback out of a sense of compassion for your feelings.

Just...  no.

Didn't you already attempt an initial offering?  How is this new?

If you paid someone else to make it, you should try to get your money back for the outright theft that person performed on your behalf.

I'm not saying that you stole the 'idea', which I suppose is free for anyone to implement however they choose.  I'm saying that your actual code was lifted directly from the Just-Dice site.



Perhaps you could tell us which of the above is the one you did originally from the outset and which is from Just-Dice?

Hint: the only difference is an  

This is just a very basic comparison.  The ids are the same, the class names are the same, the order of the buttons and divs are the same.  You can find pieces of J-D all over the place on your site.  I looked up a few variables in the javascript and found they matched the J-D as well, but I can't be bothered to search further and list out every instance of your theft.  This tells me enough. You're trying to sell a (poor) plagiarism of someone elses work.

So...  how much of the sale are you going to give to dooglus for the outright copying you did?

Seriously, you didn't even bother changing the id and class names...

I will definitely be skipping this one.

What, specifically, do you plan to spend our money on?

You mentioned building this yourselves, as part of the 75% ownership stake you deserve, so I don't see much in the way of development costs.  This is a lot of money to spend on servers.. and you don't have a product to show us yet.  Are you planning on using the money to pay yourselves while you develop the project?  Spending it on advertising?  Speculating on domains?

I only spent a couple of minutes looking at the code here..  I don't know much about PHP or db_update function, so I could be wrong, but this seems a bit suspect to me.

Can you verify whether this is accepting a POST request from a user and then directly including the user input in a database update with the only validation performed being a check for whether or not it begins with a number?

https://github.com/wlox/wlox-api/blob/master/htdocs/api.php#L9

https://github.com/wlox/wlox-api/blob/master/htdocs/api.php#L28

This seems dangerous, like a potential SQL injection.

While open source software is great for large projects that get lots of eyeballs on them, utilizing a smaller project like this exposes you to a lot of risk.  There are what, 2-3 contributors to safeguard how many users in your target market?  Once there is any amount of financial incentive behind inspecting the code base, such as this code going live somewhere, malicious users will spend countless hours peering through the code for the most miniscule errors that could lead to a compromise.  They'll setup testing environments locally so that their actions aren't detectable until the deed is done.

You should really investigate how the project is managed a bit more, as well.  There appears to be no testing methodology in place..  zero code coverage.   The repository is setup with only the single master branch, which means that any work on new features or changes aren't separated out until they can be confirmed as valid/secure/non-breaking before getting merged...

Just be careful here.. You're working with people's money.

Can you elaborate on your marketing strategy?  Spending only $3,500 for $144,000 annual revenue seems a bit low, I'd like to understand the marketing plan better.

What is the average price for a tattoo?  What is the average price for laser removal? 

How did you come to the expense figures in your initial post?

Are the listed expenses just for overhead?  What are the incremental costs for each service?  What are the incremental costs per added employee?

Do you reserve forced buyback rights?

Since this is primarily a fiat-based business, do you have any way to address currency risk (rising BTC prices resulting in declining share and dividend value)?

So, this is your fourth thread on this 'offering'...  I have to agree with twentyseventy on the topic of moderated posts.  There's no way for us as readers to know that you are only deleting the 'troll' posts.  The 'may need deleted' title on the one locked thread recording a public history of who has invested with you is particularly troubling.  

Beyond the poor IPO etiquette, though, I find a few obstacles to investment here which I just can't get past:

• Lack of experience operating a business
• Lack of experience in the industry (a few cam shows aren't sufficient)
• Vague details of expenses/lack of 6-12 month projections
• Paying yourself an unspecified salary from the 15% operating budget
• Lack of concern or due diligence regarding local regulations which could negatively impact the business (through added costs for compliance or sanctions from non-compliance)
• History of homelessness
• History of begging
• History of drug abuse
• Prodigious time spent on gambling websites
• Vague valuation (First you wanted 25 btc, then you wanted 275 BTC..  You priced shares at .008, then at .024, then back to .008)

My recommendation on this offering is for investors to steer clear.

This venture seems to suffer from a lack of detail.  I'll try to list just a few items that I've thought up, though I'm certain there are many more.  The lack of a business plan and the shifting approach to investment (and your IPO terms) raise red flags of concern that you might not be well prepared for this project.

You monetary needs have changed and expanded, but you haven't provided a very detailed projection for your expenses.  You provided a list of things which could be expenses, but you didn't go into any detail on them.  How much do you expect to spend on each category?   What are the initial overhead and projected monthly expenses?  Once the overhead is paid, what are the ongoing expenses on a per-model basis?  What is the projected income?  How were these figures arrived at?   How many months of operation will these funds provide with no income if your targets are reached?  

You mention building your own site, but you haven't provided any details about it.  Is this a pay-for-membership site, or a token based tip and pay-per-view model?  You mention that you have 'experience in web design', but this is very vague.  'Web design' typically speaks to one specific part of a whole stack of systems.  Is this web design experience with building a user interface, or with actual web application development?  Does the experience include server management?  What technologies have you used in the past?  What specific past accomplishments can you point to which lend credibility to your experience and ability for this undertaking?  

You mention experience in the 'security sector', but again, this is very vague as security encompasses many domains and you did not provide specifics.  Was this security experience in software development (which software), access control, network, disaster recovery, compliance/auditing, physical, etc?  Specifically what experience do you have with security in regards to bitcoin, application development, and systems management?

What are the regulatory challenges to operating such a site in your jurisdiction?  For example, laws regarding the appropriate age of models and the recordkeeping to prove this, STD testing, 'safe sex practices' (eg, required condom usage in filmmaking), etc.

Tell us about your site's competitors;  what don't they understand about the industry that you do?  How will you improve upon their business model?   Since such a site suffers from the 'cold start' problem, where it won't be attractive to users until it already has a lot of users, tell us how you plan to solve this.  


I'm trying to understand how you will convince models to stay with you for any longevity.  

Let's take MFC as an example, as you list it as one of the sites you will broadcast on and it is generally better for its models than the other sites.  On MFC, the payout is $0.05 per token, on average 61% of the amount that the money they collect on token packages.  The 70% of that which you will pay drops the payment rate down to 42.7% of what the people watching the models are paying for their time.  It's very inefficient.

The draw to these sites for models is that they don't require a lot of setup.  It can be done anywhere..  in their bedrooms or living room.  Even a cheap webcam's broadcast quality is limited more by bandwidth than the webcam itself.  

I can see you maybe locating and introducing new models to the industry who aren't aware that they're giving up a significant portion of their income.  After a few weeks, though, they'll be very familiar with how the process works.  With the models that you do convince to try out this industry, what is going to prevent them from signing up under their own accounts and possibly taking away part of your audience?  Audience loyalty in such an industry is to the models themselves and not to the studios that employ them.

I have some concerns regarding the valuation here.  The terms aren't clear.  You're selling 250,000 now at 0.0001 for 25 BTC and will be selling 250,000 later at 0.001 for 250 BTC.  Is that correct?  What percentage of the company does this represent?  What are the total number of shares and how many shares do you own?  

Can you clarify exactly how you get paid in this?  Are you collecting dividends on the remaining shares or paying out a management fee as part of the 15% 'for costs related to running the business'?  If it is a fee, how much is it?

You were already warned about this once, but you decided to proceed.  But, hey, your choice, right?

Unfortunately, your offering will not accommodate 506(c), either.  Under 506(b) your investors can self-certify as accredited investors, but under 506(c) you need to take reasonable steps to verify that they are qualified as accredited investors.  This means collecting personal information to verify identity as well as supporting documents that prove a net worth over $1m USD or earned income exceeding $200k for each of the past two years.

The Counterparty platform on which you've already begun selling has no means to enforce this (though this has already been mentioned), or to limit their resale...

Just be happy that nobody has mentioned the Whistleblower program, which provides a 10-30% bounty on SEC enforcement actions that result from tips on possible SEC violations.  With all of the faucet mongers on this forum, I imagine at least one or two of them would spend a few minutes on the SEC website for a payday down the road.

I wasn't certain at first, but now I'm positive he's just trolling Securities..

Can you provide more detail than "We will spend a chunk on security auditing"?  This one-liner has the feel of lip service.

As friendly advice, you really are not covering yourself by not responding publicly.  You've already posted the offering and the damage is done.  



You didn't register the securities.  You filed a form claiming an exemption to registration.  Also, the fees for an exempt filing are nowhere near that high.  

In your SEC filing, you claimed that the minimum amount accepted from any outside investor is $5,000 USD.  Does Counterparty even have a mechanism in place to enforce this?  Can it enforce the restriction to sell only to 'accredited investors'?

Also, why are you using beta software as the shareholder ledger for your company?

There are very serious implications.  Consider that these are illegal in many countries.  They have not been up long, and exchanges of these types tend to come and go.  If your business is already profitable, but at a small scale, then it's likely your business will outlive any exchange you list upon.  Listing here will hurt your prospects with traditional VC.  If you still want to list on one of these fly-by-night exchanges, then at least spend a small consultation fee ahead of time on a lawyer so that you know what kind of liabilities you're opening for yourselves.

Your best bet is to start looking at various incubators.  Y-Combinator is the big one, but it's very competitive.  There are a many smaller, less well known organizations.  Many are in Silicon Valley, and although I am not aware of specifics in Australia, I am sure that they exist.


Traditional VC are more interested in growth in value and a potential exit further down the line (during later series funding or an actual, legitimate IPO) once you make yourself attractive to a buyout.  They fund many projects with the expectation that many will fail, but that the ones which do survive will more than make up for the losses.  They will also need a bit more wooing than making a slide deck and a forum post.  Considering that they are investing in the idea and your ability to implement it, they will need to have some evidence that both of these are sound.  A profitable product at minor scale is a good start, but you'll need to prove that you can scale and that the market for the idea exists or can be created.  

Most incubators offer more than just startup capital.  They'll offer technical, financial, and legal expertise (usually in the form of consultations or mentorships), contacts, and will possibly help you seek later stage funding when the time is right.  They, and the VC they represent, will want to have some level of involvement at every stage until their exit.

When you list on one of these unregulated bitcoin exchanges, though, you will find different types of investors..  Many are used to the constant swings of BTC price and are not looking for a long term investment.  They will buy into these pseudo 'IPOs' with the hope that it's been priced incorrectly and that demand will turn a quick profit once all of the available shares are sold.  IPO pricing is a skill.  If the market for an IPO is incorrectly gauged, then you will either not raise enough capital or will be leaving money on the table.  Others are more traditional, in the sense that they'll invest without sure profit being generated and wait a while before expecting any dividends (see Neo&Bee lead up, though this was a bad idea to begin with), but these will be hoping that their share price is going to rise commensurate with their wait.   Some are just hoping for a solid source of dividends and will focus on those businesses already generating profits while maintaining their share price.  With any of these, though, be prepared to answer to the criticism of anonymous investors (or bystanders).


I can't help you on this one.  ROI will differ depending on the share price that an investor bought in at.  If you are looking to provide a flat percentage return, consider taking out a loan instead of selling equity.


You need to do a lot of calculation.  Take a look here for some common metrics that you should be reviewing to help you determine the cost of a customer through various channels, their lifetime value, churn rates, etc, all so that you can predict revennue and costs.  Beyond that, you'll need to somehow figure out how bitcoin price volatility impacts your business (or if it does at all).  


Investors will need to see some evidence that you can follow through on your plans.  This can be evidenced by a history of experience, previous successes/failures.   They'll want to know that the plan itself is sound.  Investors will want to know that you're accountable in some manner; in the bitcoin space, it's too easy for someone to take investment and then slip away.  

haha.  If only it were so easy.

I read what you wrote, which is why I asked the questions.   You're choosing not to answer. 



(emphasis mine)

I'd love to judge your proposal on its provable merit.  However, there is none.  The problem is that there are no elements we can examine, no proof to your claims, and no recourse if you're lying or incompetent.  If we take only what can be proven here then we have only an anonymous post on a forum and a BTC address. 

If I understand correctly, this means that bitcoin trading and offering investments is not legal in one or more of the countries where you live.  Is that correct?


Are you rescinding the offering?  If not, then you should have enough confidence in your legal standing to provide identification.

Which countries do you operate out of?



What exactly will be in the reports besides the NAV and the weekly gains/losses you report already in the form of dividend payments?  How can the information you report be verified as truth?


So...  none of your own money.  You share none of the risk.

You get a 15% reward of the profit, but none of your trading activity and resulting gains or losses can be verified.  You can report whatever profits or losses you wish and keep the results.  If you are inept or dishonest, there is no way to prove it.  You are unwilling to provide proof of identity, and can simply disappear when you want with no recourse for the 'investor'.

This might as well be one of those "Send me your money and I'll send 2x back to you!" threads, for all of the evidence provided.