Circular# __________________________

Offeree: ______________________________________

CONFIDENTIAL

PRIVATE PLACEMENT MEMORANDUM



iBlockchain Bank & Trust Technologies, Co.

https://ibbt.io

____________________________________


$4,500,000.00

1,000,000 shares of Class E Non-Redeemable Stock (“FCS”) (“Shares”)

$4.55 per share

Minimum Special Offering Amount: 1,000,000 Shares

1 shares ($4.55) Minimum Subscription (1)


iBlockchain Bank & Trust Technologies Co. (the “Company” or “iBBT”), a Florida Corporation, is offering a minimum of 1,000,000 and a maximum of 1,000,000 Common Stock Shares for $4.55 per share. The offering price per share has been arbitrarily determined by the Company.

See Risk Factors: Offering Price.

THESE ARE SPECULATIVE SECURITIES WHICH INVOLVE A HIGH DEGREE OF RISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD INVEST IN THESE SHARES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), THE SECURITIES LAWS OF THE STATE OF FLORIDA, OR UNDER THE SECURITIES LAWS OF ANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 504 PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.


Sale Price

Selling Commissions (1)

Proceeds To Company (2)

Per Share

$4.55

$0.00

$4.55

Minimum

$4,550,000

$0.00

$4,550,000

Maximum

$4,550,000

$0.00

$4,550,000

__________________________________________________________________

The Date of this Memorandum is February 27, 2020

  1. The Company reserves the right to waive the 100 Share minimum subscription for any investor. The Offering is not underwritten. The Shares are offered on a “best efforts” basis by the Company through its officers and directors. The Company has set a minimum offering amount of 1,000,000 Shares with minimum gross proceeds of $4,500,000 for this Offering. All proceeds from the sale of Shares up to $4,500,000 will be deposited in an iBBT account. Upon the sale of $4,500,000 of Shares, all proceeds will be delivered directly to the Company’s corporate account and be available for use by the Company at its discretion.
  2. Shares may also be sold by FINRA member brokers or dealers who enter into a Participating Dealer Agreement with the Company, who will receive commissions of up to 10% of the price of the Shares sold. The Company reserves the right to pay expenses related to this Offering from the proceeds of the Offering. See “Plan of Placement and Use of Proceeds” section.
  3. The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or (b) the date upon which all Shares have been sold, or (c) 12 months from date specified in Form D Filing with SEC, or such date as may be extended from time to time by the Company, but not later than 360 days thereafter (the “Offering Period”.)

THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY, NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUM FOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOT BEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITY OR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BE SOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTERED UNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANY’S SHARES OF COMMON STOCK AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOP IN THE FUTURE OR THAT THE SHARES WILL BE ACCEPTED FOR INCLUSION ON NASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THE COMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL OR STATE SECURITIES LAWS THE SHARES PURCHASED PURSUANT HERETO, AND THE ISSUANCE OF THE SHARES IS BEING UNDERTAKEN PURSUANT TO RULE 504 OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE, TRANSFER, OR OTHER DISPOSITION OF ANY OF THE SHARES WHICH ARE PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY APPLICABLE FEDERAL OR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR) AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TO HEREIN. THE OFFERING PRICE OF THE SECURITIES TO WHICH THE CONFIDENTIAL TERM SHEET RELATES HAS BEEN ARBITRARILY ESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

No person is authorized to give any information or make any representation not contained in the Memorandum and any information or representation not contained herein must not be relied upon. Nothing in this Memorandum should be construed as legal or tax advice.

All of the information provided herein has been provided by the Management of the Company. The Company makes no express or implied representation or warranty as to the completeness of this information or, in the case of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each prospective investor will pursue his, her, or its own independent investigation. It must be recognized that estimates of the Company’s performance are necessarily subject to a high degree of uncertainty and may vary materially from actual results.

No general solicitation or advertising in whatever form will or may be employed in the offering of the securities, except for this Memorandum (including any amendments and supplements hereto), the exhibits hereto and documents summarized herein, or as provided for under Regulation D of the Securities Act of 1933. Other than the Company’s management, no one has been authorized to give any information or to make any representation with respect to the Company or the Shares that is not contained in this Memorandum. Prospective investors should not rely on any information not contained in this Memorandum.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to do so.

This Memorandum does not constitute an offer if the prospective investor is not qualified under applicable securities laws.

This offering is made subject to withdrawal, cancellation, or modification by the Company without notice and solely at the Company’s discretion. The Company reserves the right to reject any subscription or to allot to any prospective investor less than the number of shares subscribed for by such prospective investor.

This Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Company. Distribution of this Memorandum to any person other than the prospective investor to whom this Memorandum is delivered by the Company and those persons retained to advise them with respect thereto is unauthorized. Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of the contents without the prior written consent of the Company is strictly prohibited. Each prospective investor, by accepting delivery of this Memorandum, agrees to return it and all other documents received by them to the Company if the prospective investor’s subscription is not accepted or if the Offering is terminated.

By acceptance of this Memorandum, prospective investors recognize and accept the need to conduct their own thorough investigation and due diligence before considering a purchase of the Shares. The contents of this Memorandum should not be considered to be investment, tax, or legal advice and each prospective investor should consult with their own counsel and advisors as to all matters concerning an investment in this Offering.

Exhibits:


Exhibit A - iBlockchain Bank & Trust Technologies Co. Business Plan

Exhibit B - iBlockchain Bank & Trust Technologies Co. Articles of Incorporation

Exhibit C - Subscription Agreement

Exhibit D - Investor Suitability Questionnaire

Exhibit E - Financials

JURISDICTIONAL (NASAA) LEGENDS

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN A PARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISED TO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUM HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). THESE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF SUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OF SALE MAY BE MADE IN ANY PARTICULAR STATE.

SEE STATE LEGENDS ATTACHMENTS

During the course of the Offering and prior to any sale, each offeree of the Shares and his or her professional advisor(s), if any, are invited to ask questions concerning the terms and conditions of the Offering and to obtain any additional information necessary to verify the accuracy of the information set forth herein. Such information will be provided to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS WHATSOEVER REGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION OR DOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THIS MEMORANDUM, PLEASE WRITE OR CALL:


John Karantonis

john@geopay.me

Tel: +1 (312) 730-5099

Summary of the Offering

The following material is intended to summarize information contained elsewhere in this Limited Offering Memorandum (the “Memorandum”). This summary is qualified in its entirety by express reference to this Memorandum and the materials referred to and contained herein. Each prospective subscriber should carefully review the entire Memorandum and all materials referred to herein and conduct his or her own due diligence before subscribing for Common Stock Shares.

The Company

iBLOCKCHAIN BANK & TRUST TECHNOLOGIES, CO. (the “Company”) was formed on October 10, 2019, as a Florida corporation. At the date of this offering, Ten Million (10,000,000) Shares of the Company’s voting Common Stock were authorized, issued and outstanding.

The Company is in the business of providing a managed platform to support merchant-consumer adoption of distributed blockchain utilities (i.e. an ecosystem) for secure online commerce and payments clearing, open banking marketplaces and compliant financial services. iBLOCKCHAIN BANK & TRUST TECHNOLOGIES, CO. seeks to offer its products to private enterprises, merchants, governments, regulated banks and potentially to individual consumers in the near future. Its principal offices are presently located at 1217 N Ft Harrison Ave, Clearwater Florida, 33755. The Company’s telephone number is (650) 337-0002. The Directors and Officers of the Company are John Karantonis, Antonios Valamontes, and Edward S. Grant.

Operations

The Company is primarily operating between remote offices/personnel in the U.S., EU/Greece and Asia. Our distributed infrastructure, integrated applications, and core blockchain services (e.g. smart contract(s) and smart trust governance framework, online wallets, data warehousing, payment gateway, etc.) are controlled by the company; however, key aspects of our infrastructure are professionally hosted and managed via a 3rd party global network to ensure military-grade network security, system access speeds, redundancy/load balancing and disaster recovery procedures. The company also manages service level agreements (SLA’s) with 3rd party software developers who are responsible for updating code and maintaining specific non-core components of our microservices environment. Most of these integrated components represent very narrow aspects of the software stack and product experience at the UI (user interface) layer. Individual developers have no access or full system views to the platform’s proprietary architecture which helps reduce or eliminate any potential technical and security vulnerabilities.

iBLOCKCHAIN BANK & TRUST TECHNOLOGIES CO. and the services the Company offers utilize various protocols, validation and record keeping features that run on the Ethereum network. From the early days of Bitcoin, our team had been watching developments in blockchain and launched a multi-coin crypto wallet (i.e. “UberPay.io”) to begin testing the evolution of a revised roadmap strategy from previous products like “SMS Pay”, but it wasn’t until the Ethereum platform—which expanded on the concept of smart contracts—was introduced that we started devising a proof of concept for turn-key, bottom-up distributed banking utilities. Ethereum co-founder Vitalik Buterin described the platform as “a blockchain with built-in Turing-complete programming language, allowing anyone to write smart contracts and decentralized applications.” Ethereum was managed through a community of open source developers, and it appeared to have good documentation and support from existing developers when we decided to use it for our early experiments. From the start, the team had some clear goals and milestones in mind, including:

  • learn about the technology
  • demonstrate viability
  • test design features critical to merchant payments and banking services
  • validate a lean development effort with minimal investment

iBLOCKCHAIN BANK & TRUST TECHNOLOGIES CO. services employ proprietary methodologies to logically “unify” physically distributed banking utilities and simplify UI/UX digital engagement, with the scope of operationalizing: (1) KYC/AML smart identity verification; (2) universal transaction validation and settlement; (3) seamless currency convertibility and liquidity aggregation; (4) integrated digital asset tracking/global cash logistics; (5) AI based continuous risk assessment and fraud control; (6) real-time customer service portal: (7) custodial procedures for active smart trust/wallet(s) account management and “cold storage” of digital assets funds; (8) process for creating and issuing 3rd party digital assets and shares in decentralized autonomous corporations (“DACs”) managed on the blockchain.

Business Plan

The iBLOCKCHAIN BANK & TRUST TECHNOLOGIES CO. Business Plan, will be provided as a separate full-length document at a later date, to be prepared by the Company once it has tested assumptions from use-case opportunities currently in development. The Business Plan will likely also contain untested assumptions due to the scope of the Company’s product roadmap and potential offerings, and will undoubtedly include forward looking statements. Each prospective investor should carefully review the limited Business Plan Summary provided herein and in association with this Memorandum before purchasing Shares. Management makes no representations as to the accuracy or achievability of the underlying assumptions and projected results contained herein.

Business Plan Summary

In the initial phase of its business plan, the Company seeks to develop use cases with sector and industry partners who license specified “platform-as-a-service” (“PaaS”) offerings and contribute development funds to initiate go-to-market campaigns. The strategy includes business development engagement with e-commerce merchants, medical cannabis companies, real estate, smart cities infrastructure providers and government sector digital transformation initiatives.

Problem and Opportunity

Cryptocurrencies and emerging crypto asset markets are on a collision course with Governments, policymakers and financial regulators concerning trust, compliance and governance. There is a lack of regulatory harmonization across jurisdiction, few of which have developed clear guidelines to date. Nevertheless, sensible solutions for blockchain technology can and are being applied to: i.) fortify banking system integrity, reform and compliance; ii.) reign-in unauthorized uses while supporting banking interoperability of crypto assets; iii.), power the underlying future connected infrastructure(s) for value exchange and transition of e-money to digital sovereign fiat currency in: a) retail banking applications, b) cross-border payments and c) everyday merchant-consumer adoption.

Vision and Platform Rationale

The company’s vision is to put trust back into banking by Building Tomorrow’s Bank; Today. Conflicting views on bank reform have been debated throughout financial history, especially after prolonged periods of crisis. Since the 2010 Dodd-Frank Wall Street Reform Act near-zero interest rates continue to prod institutional investors, market traders and international investment bankers to proceed with business as usual, employing high-risk investments and careless credit expansion similar to the period before 2008. Crypto and blockchain introduce added complexity, increasing systemic risk if unchecked, but also show potential applications in reforming global governance, intermediation in digital economies, and improving capital markets.

Representatives of the U.S. Government, Federal Reserve officials, as well as officials from the Central Bank of Canada, are actively debating and even calling for the launch of a digital dollar to stay in front of this trendline. The rationale behind the creation of the digital dollar is to prevent illegal activities, bring a fast payments system online, and strengthen the monetary policy toolkit as we enter an accelerating phase of the new digital age. Similar initiatives have been suggested and/or are actively in progress by other Central Banks, the IMF, the International Bank of Settlements and various nations and Government authorities around the world to date.

iBBT management believes we are the first, and one of the few blockchain technology companies in the market to offer a unified (i.e. interoperable) blockchain banking platform that facilitates a stable digital dollar transition, real-time clearing network featuring smart compliance and digital asset convergence with the conventional financial system.

In addition, we believe the potential onset of Central Bank Digital Currencies (CBDCs) plays to the timing and core value proposition our platform offers today. Many Central Bankers like to believe there is a 20 to 30 year horizon for digital fiat currencies as a foundation to a new financial system, but the market forces driving dematerialization, digital lifestyles and innovation uptake have shown that it is conceivable and indeed possible that the technology for a digital fiat currency will evolve outside the banking system and ultimately be adopted by banks once proven.

Addressable Market

The Company is still in a development stage but has begun actively pursuing relations with numerous firms across different sectors including: Online Merchants; SME’s (Small Medium Enterprises); Crypto Enthusiasts; Traders; Hedge Funds; Community Banks; Non-Bank Money Transfer Operators; Real Estate Lending, Investment and Brokerage Firms; Green Tech and Smart Cities Infrastructure companies; Gaming industry companies; CBD and licensed Cannabis companies; Government and other sectors.

The number of Blockchain wallets has been growing since the creation of the Bitcoin virtual currency in 2009, reaching over 42 million Blockchain wallet users at the end of September 2019. This number will continue to rise and more users will demand integration with conventional banking services but there is a bigger picture taking focus. Convergence of blockchain technology across banking and finance, telecom, Internet of Things (IoT), smart cities and transportation, artificial intelligence and the emerging infrastructure to support the transition to clean energy technologies is in progress and represents a game changing paradigm shift beyond the year 2025.

The economic expansion to result from the shift in these industries is conservatively projected to surpass USD $500Billion to 1 Trillion or more within the decade. iBBT continues to jockey for a leadership role and share of market as a best-of-class platform through this transition. By facilitating application-specific blockchain transactions within each target sector, and digital asset clearing services in the capital markets, iBBT seeks to develop long-term strategic points of integration (including business alliance structures) that will provide value to the Company’s clients/industry partners; and substantial future value accretion to the company and its stakeholders.

Marketing Plan Summary

  • Direct Marketing, Sales and Business Development Outreach.
  • Online Bounty Program/Campaign(s).
  • Merchant Affiliate Program and Distribution via Established Online Networks/Marketing Channels.

The Offering

The Company is offering a minimum of 1,000,000 and a maximum of 1,000,000 Shares at a price of $4.55 per Unit, $.001 par value per unit. Upon completion of the Offering between 4,000,000 and 8,000,000 Shares will be outstanding. Each purchaser must execute a Subscription Agreement making certain representations and warranties to the Company, including such purchaser’s qualifications as an Accredited Investor as defined by the Securities and Exchange Commission in Rule 501 of Regulation D promulgated, or any Non-Accredited Investor that may be allowed to purchase Shares in this offering. See “REQUIREMENTS FOR PURCHASERS” section.

Exemptions from Offering

§230.504 Exemption for limited offerings and sales of securities not exceeding $5,000,000.

(a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this §230.504 by an issuer that is not:

(1) Subject to the reporting requirements of section 13 or 15(d) of the Exchange Act,;

(2) An investment company; or

(3) A development stage company that either has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person, shall be exempt from the provision of section 5 of the Act under section 3(b) of the Act.

(b) Conditions to be met

(1) General conditions. To qualify for exemption under this §230.504, offers and sales must satisfy the terms and conditions of §§230.501 and 230.502 (a), (c) and (d), except that the provisions of §230.502 (c) and (d) will not apply to offers and sales of securities under this §230.504 that are made:

(i) Exclusively in one or more states that provide for the registration of the securities, and require the public filing and delivery to investors of a substantive disclosure document before sale, and are made in accordance with those state provisions;

(ii) In one or more states that have no provision for the registration of the securities or the public filing or delivery of a disclosure document before sale, if the securities have been registered in at least one state that provides for such registration, public filing and delivery before sale, offers and sales are made in that state in accordance with such provisions, and the disclosure document is delivered before sale to all purchasers (including those in the states that have no such procedure); or

(iii) Exclusively according to state law exemptions from registration that permit general solicitation and general advertising so long as sales are made only to “accredited investors” as defined in §230.501(a).

(2) The aggregate offering price for an offering of securities under this §230.504, as defined in §230.501(c), shall not exceed $5,000,000, less the aggregate offering price for all securities sold within the twelve months before the start of and during the offering of securities under this §230.504 or in violation of section 5(a) of the Securities Act.

Instruction to paragraph (b)(2): If a transaction under §230.504 fails to meet the limitation on the aggregate offering price, it does not affect the availability of this §230.504 for the other transactions considered in applying such limitation. For example, if an issuer sold $5,000,000 of its securities on January 1, 2014 under this §230.504 and an additional $500,000 of its securities on July 1, 2014, this §230.504 would not be available for the later sale, but would still be applicable to the January 1, 2014 sale.

(3) Disqualifications. No exemption under this section shall be available for the securities of any issuer if such issuer would be subject to disqualification under §230.506(d) on or after January 20, 2017; provided that disclosure of prior “bad actor” events shall be required in accordance with §230.506(e).

Instruction to paragraph (b)(3): For purposes of disclosure of prior “bad actor” events pursuant to §230.506(e), an issuer shall furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under this paragraph (b)(3) but occurred before January 20, 2017.

Risk Factors and Security

See “RISK FACTORS” section in this Memorandum for certain factors that could adversely affect an investment in the Shares. Those factors include, but are not limited to unanticipated obstacles to execution of the Business Plan, general economic factors, and unanticipated denial(s) of services (DooS) attacks and/or direct or indirect (e.g. related 3rd party services like Ethereum) cyberattacks to vital systems, etc.

iBBT plans to invest heavily in the implementation of multi-layer security procedures including: proprietary Smart-ID technology (i.e. cryptographic identity verification for KYC/AML compliance and custodial wallet provisioning); stringent procedures for strong password(s) and two-factor authentication account set-up; and other cybersecurity features like keystroke obfuscation to prevent hacks on user credentials and/or the Company’s system. The Company will use internal resources and internal engineering know-how; as well as techniques offered through partnerships with advanced cybersecurity provider(s) along with access to cloud services and other expertise around the world to monitor and protect the iBBT infrastructure 24/7/365.

Insurance

iBBT plans to invest in a third-party insurer program, and may also offer its own tailored insurance products once it has established operations for active custody of customer digital assets. These programs will be designed to protect and reimburse iBBT clients and customers from potential losses in the event that iBBT security protocols are not able to stop a hacking attempt.

Use of Proceeds

Proceeds from the sale of Shares will be used to: See “USE OF PROCEEDS” section.

Common Stock Shares

Upon the sale of the maximum number of Shares from this Offering, the number of issued and outstanding Shares of the Company’s stock will be held as follows:

Present Shareholders

80%

New Shareholders

10%

Registrar

The Company will serve as its own registrar and transfer agent with respect to its Common Stock Shares.

Subscription Period

The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, elects to terminate, or (b) the date upon which all Shares have been sold, or (c) October 10, 2020, or such date as may be extended from time to time by the Company, but not later than 360 days thereafter (the “Offering Period”.)

Requirements for Purchasers

Prospective purchasers of the Shares offered by this Memorandum should give careful consideration to certain risk factors described under “RISK AND OTHER IMPORTANT FACTORS” section and especially to the speculative nature of this investment and the limitations described under that caption with respect to the lack of a readily available market for the Shares and the resulting long term nature of any investment in the Company. This Offering is available only to suitable Accredited Investors, or unlimited Non-Accredited Investors that may be allowed to purchase Shares, having adequate means to assume such risks and of otherwise providing for their current needs and contingencies should consider purchasing Shares.

General Suitability Standards

The Shares will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that:

  1. The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Shares;
  2. The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Shares will not cause such overall commitment to become excessive; and
  3. The prospective purchaser is an “Accredited Investor” or an “Non-Accredited Investor” (as defined below) suitable for purchase in the Shares.
  4. Each person acquiring Shares will be required to represent that he, she, or it is purchasing the Shares for his, her, or its own account for investment purposes and not with a view to resale or distribution. See “SUBSCRIPTION FOR SHARES” section.

Accredited Investors

The Company will conduct the Offering in such a manner that Shares may be sold only to “Accredited Investors” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933 (the “Securities Act”), or to a maximum of unlimited Non-Accredited Investors that may be allowed to purchase Shares in this offering. In summary, a prospective investor will qualify as an “Accredited Investor” if he, she, or it meets any one of the following criteria:

  1. Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase, exceeds $1,000,000 excluding the value of the primary residence of such natural person;
  2. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year;
  3. Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self directed plan, with investment decisions made solely by persons who are Accredited Investors;
  4. Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
  5. Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code, corporation, business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
  6. Any director or executive officer, or general partner of the issuer of the securities being sold, or any director, executive officer, or general partner of a general partner of that issuer;
  7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of Regulation D adopted under the Act; and
  8. Any entity in which all the equity owners are Accredited Investors.

Other Requirements

Rule 504 of Regulation D

Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $5,000,000 of their securities in any 12-month period.

No subscription for the Shares will be accepted from any investor unless he is acquiring the Shares for his own account (or accounts as to which he has sole investment discretion), for investment and without any view to sale, distribution or disposition thereof. Each prospective purchaser of Shares may be required to furnish such information as the Company may require to determine whether any person or entity purchasing Shares is an Accredited Investor, or select Non-Accredited Investors who may purchase Shares. Purchasers of iBBT securities offered pursuant to Rule 504 receive Class E "restricted" securities, meaning that the securities cannot be sold for at least six (6) months without registering them.

Forward Looking Information

Some of the statements contained in this Memorandum, including information incorporated by reference, discuss future expectations, or state other forward looking information. Those statements are subject to known and unknown risks, uncertainties and other factors, several of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated by the statements. The forward looking information is based on various factors and was derived using numerous assumptions. In light of the risks, assumptions, and uncertainties involved, there can be no assurance that the forward looking information contained in this Memorandum will in fact transpire or prove to be accurate.

Important factors that may cause actual results to differ from those expressed within may include, but are not limited to:

  • The success or failure of the Company’s efforts to successfully market its products and services as scheduled;
  • The Company’s ability to attract, build, and maintain a customer base;
  • The Company’s ability to attract and retain quality employees;
  • The effect of changing economic conditions;
  • The ability of the Company to obtain adequate debt financing if only a fraction of this Offering is sold;

These along with other risks, which are described under “RISK FACTORS” may be described in future communications to shareholders. The Company makes no representation and undertakes no obligation to update the forward looking information to reflect actual results or changes in assumptions or other factors that could affect those statements.

Risk Factors

An investment in the iBBT Securities is highly speculative and involves substantial risks. You should carefully consider the risks described below, as well as the other information in this Memorandum, when evaluating whether to make an investment in the iBLOCKCHAIN BANK & TRUST TECHNOLOGIES CO. You should also consult with your own legal, tax and financial advisors about an investment in the Shares. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. In such a case you could lose all or part of your investment. You should not invest in the Shares unless you can afford the loss of your entire investment. You and your advisors are invited to ask us questions and to request information about the terms and conditions of this private placement for purposes of evaluating the merits and risks of an investment in the Shares. We will provide such information to the extent we possess the information or can acquire it without unreasonable effort or expense.

Development Stage Business

Operation and Company Risks

  • Our business prospects are difficult to evaluate because we are a development stage company and dependent upon profitable future iBBT operations.

iBlockchain Bank & Trust Technologies Co. commenced operations in October 2019 and is organized as an ‘C’ Corporation under the laws of the State of Florida. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive, highly regulated industry and the continued development of advertising, promotions and a corresponding customer base.

Inadequacy of Funds

Gross offering proceeds of a minimum of $4,500,000 and a maximum of $5,000,000 may be realized. Management believes that such proceeds will capitalize and sustain iBlockchain Bank & Trust Technologies Co. sufficiently to allow for the implementation of the Company’s Business Plans. If only a fraction of this Offering is sold, or if certain assumptions contained in Management’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business and may need debt financing or other capital investment to fully implement the Company’s business plans.

Revenue and Operating Results Unpredictable at this Time

The Company’s future revenue and operating results are unpredictable and may fluctuate significantly.

It is difficult to accurately forecast iBBT revenues and operating results and they could fluctuate in the future due to a number of factors. These factors may include: iBBT’s ability to further develop iBBT blockchain applications; acceptance of iBBT products; the amount and timing of operating costs and capital expenditures; competition from other market venues that may reduce market share and create pricing pressure; and adverse changes in general economic, industry and regulatory conditions and requirements. iBBT’s operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.

No Assurance of Profitability

iBBT may incur significant losses and there can be no assurance that iBBT will ever become a profitable business.

iBBT’s ability to become profitable depends on success in creating and deploying iBBT products. There can be no assurance that this will occur. Unanticipated problems and expenses often encountered in offering new and unique products may impact whether the Company is successful. Furthermore, iBBT may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that iBBT will ever become profitable. If iBBT sustains losses over an extended period of time, it may be unable to continue in business.

Dependence on Management

In the early stages of development the Company’s business will be significantly dependent on the Company’s management team. The Company’s success will be particularly dependent upon: Antonios Valamontes, John Karantonis, and Edward Grant. The loss of any one of these individuals could have a material adverse effect on the Company. See “MANAGEMENT” section.

Dependence on Attracting and Retaining Qualified Employees

iBBT may be unable to attract and retain qualified employees or key personnel.

iBBT’s future success depends on the continued services and performance of key management, consultants and advisors, and it currently does not carry key man life insurance. However, iBBT plans to secure key man life insurance in the 4th Quarter 2020. Also, our future success may further depend on iBBT’s ability to attract and retain additional key personnel and third party contractual relationships. If iBBT is unable to attract and retain key personnel and third party contractors, this could adversely affect our business, financial condition, and operating results.

General Economic Conditions and Acts of Terrorism

General economic conditions and terrorism may have a significant impact on the Company’s financial condition and operating results.

Adverse national and international economic conditions and acts of terrorism may reduce future demand for iBBT services, which would negatively impact iBBT revenues and possibly its ability to continue operations. It is not possible to accurately predict the potential adverse impacts on iBBT, if any, of current economic conditions or acts of terrorism on its financial condition, operating results and cash flow.



No Guarantee of Dividend Distributions

iBBT does not plan to declare dividend distributions to its shareholders in the near future and there is no guarantee it will ever receive any profit from its operations so as to be able to declare and pay dividends to its shareholders.

There can be no assurance with respect to the amount and timing of dividends to the Company’s shareholders, or that they will ever be made. The Company initially intends to retain cash from its operations to fund the development and growth of its business.

Risks Associated with Expansion

The Company plans on expanding its business through the introduction of a sophisticated marketing campaign. Any expansion of operations the Company may undertake will entail risks. Such actions may involve specific operational activities, which may negatively impact the profitability of the Company. Consequently, shareholders must assume the risk that (i) such expansion may ultimately involve expenditures of funds beyond the resources available to the Company at that time, and (ii) management of such expanded operations may divert Management’s attention and resources away from its existing operations, all of which factors may have a material adverse effect on the Company’s present and prospective business activities.

Customer Base and Market Acceptance

In the initial phase of its business plan, the Company seeks to develop use cases with sector and industry partners who license its specified “platform-as-a-Service” (“PaaS”) product offerings and contribute substantial development funds to initiate go-to-market campaigns. The strategy includes engagement with e-commerce merchants, medical cannabis companies, real estate and government sector digital transformation initiatives.

Many of these sectors and sub-sectors are subject to, and in the case of government initiatives and medical cannabis are/may become contingent upon stringent regulations, acts of Congress and compliance requirements that could slow the execution/uptake of iBlockchain Bank & Trust Technologies Co’s product offerings in the markets due to cost barriers and adaptability with such laws or compliance modifications by regulators.

Market Development takes time, and it’s difficult to predict how a technology evolves and changes based on multiple variables, including the availability of resources in funding, time, and expertise. For our purposes, blockchain technology is in the beginning phases of maturity. The ability to scale, manage privacy, and support interoperability with both new and legacy systems will be critical to its adoption for financial services as the industry continues its reform/transitional state.

While the Company believes it can develop a new customer base through the marketing of its platform strategy and promotion of its hosted blockchain-banking enabled websites, the inability of the Company to further develop such a customer base could have a material adverse effect on the Company. Although the Company believes that its product matrix and its blockchain banking platform and hosted merchant e-commerce websites offer advantages over competitive companies and products, no assurance can be given that the Company’s products, digital asset methods, payments and e-commerce services will attain a degree of market acceptance on a sustained basis or that it will generate revenues sufficient for sustained profitable operations.

Competition

Competitors vary in form and function from traditional legacy institutions to emerging fintech players. Legacy banking institutions are experimenting with distributed ledger technology (“DLT”), for example in cost reduction programs. They are also investing heavily in patent filings (e.g. JP Morgan Chase, Bank of America). Legacy banks demonstrate certain advantages that could impact iBBT’s access to markets including proximity to regulators, operational history in brick-and-branch systems, and substantial financial resources.

On the flip side, legacy banks face a historical erosion of trust and are beginning to resemble outdated monolithic institutions. Running trials of private DLT systems does not sufficiently address the public trust imperative or efforts in bank reform to the extent the open blockchain protocols, Ethereum and Bitcoin networks enable thus far. The technical infrastructure behind financial systems demands trust, and this is the part the blockchain can revolutionize- it is the “engine for fast, secure transactions, a trust machine.”

The blockchain guarantees that all transactions are authentic and that the minting of the cryptocurrency and crypto asset is legitimate. It can combat inflation by limiting the number of currency units in circulation, or be pre-programmed to operate and comply within certain policy parameters. It cannot, however, link the currency to the output of an economy, independently inspire human productivity or grant stability. Financial history has taught us that a lack of authority or institutional oversight can have devastating consequences. It is important to note that even Bitcoin, and copycat cryptocurrencies with similar aspirations may be limited in this sense. The gains in fortifying trust that blockchain systems create must not be confused with the trust that enables monetary systems. If not Government backed, certified or effectively regulated, there is no guarantee that cryptocurrencies will be freely tradeable in the future, and in this sense may become useless, or worse, a record of debt by sway of Governments.

This is unlikely to happen in our opinion, especially if applied solutions and sensible standards are achieved. Governments and institutions all over the world are beginning to recognize the value of blockchain in governance frameworks, systemic reform initiatives, identity and compliance, as well as the market benefits of fiat cryptocurrencies in monetary transition. For example, The Euro Banking Association sees distributed crypto technologies as a cost-efficient way of achieving compliance to KYC and AML rather than a reason to alter laws. Fidor, an EU bank is taking such direction, as are the banks partnered with Ripple, although this does not mean these institutions are implementing open standards. Incumbents’ cooperation with start-ups is nothing new.

Meanwhile, China and several other nations have announced plans to issue sovereign digital currencies on the blockchain. It is unclear if their plans are intended to curtail the long term prospects (and consequences) of privately issued cryptocurrency schemes; re-intermediate the markets and also compete directly with legacy banks; or ease liquidity channels by making convertibility, trade and interchange faster and more cost effective relative to traditional FX. All scenarios seem plausible and are not mutually exclusive. In the case of China, competing for reserve currency status seems to be an additional driver.

While nations may differ in their regulatory response, few Governments desire to slow free enterprise, prevent human development and economic production, or stifle innovation. Quite the contrary. The emerging digital paradigm is opening up precisely because of its potential to improve global governance, capital flows and foster competitive markets of any size from the bottom up.

From a more pragmatic point of view, the legacy banks have historically operated as protected fiefdoms and may lack the internal “cultural DNA” and data mindset, innovation experience with digital business models, and blockchain specific know how of emerging FinTechs and blockchain banking platforms like iBBT. Various regulators, Central Bankers and Government officials respectively, have acknowledged these drawbacks of the legacy banking system.

Nevertheless, some legacy banks, especially established global players with multi-billion dollar IT budgets will maintain or even “win” market acceptance. We believe it is more likely through acquisitions, joining forces with Fintech challengers and driving traditional market consolidation to protect their base against long-term attrition. Banks in the European Union are affected by PSD2 compliance, which requires them to open application programming interfaces (API’s) to other payment service providers. This can make competition more fierce. Conversely, the vast number of struggling community banks in the U.S. have the opportunity to access growth markets, support economic development programs and facilitate local commerce with blockchain technology but lack infrastructure and expertise. iBBT has the opportunity to create a roll-up retail base by providing its turn-key blockchain platform and digital dollar services to community banks, non-bank money transfer operators and merchants.

There are still other market forces to contend with. It is only a matter of time before more of the major data and tech behemoths with globally recognizable brands like Amazon, Apple, Google, Microsoft, Alipay in China, etc assert their influence. These companies are well positioned to apply blockchain for payments, lending, digital financial services infrastructure for enterprises-- and even partake in virtual financial asset offerings targeting the global segment of digital native consumers and investors. In other words, compete directly against banks. Although some of these players may choose to build their own products, it is more likely they will acquire or partner with emerging FinTech and best-of-class blockchain solutions to pump new services through their distribution channels. iBBT can potentially benefit from a “distribution” friendly approach.

One caveat to this scenario is that most of the global tech giants are perceived as exploitative and sometimes irresponsible stewarts of our personal data; increasingly described as “digital monopolies” to be broken up by the world’s regulators. As a result, they may be prevented from entering the financial services arena as was recently the case with Facebook’s attempted “Libra” digital currency launch. Any authorized or regulator approved market entry by multiple such players may substantially impact iBBT’s growth prospects in unforeseen ways.

In our view the future game changers in this sector will likely emerge from the private FinTech sector and subset of blockchain driven new entrants. Most of these firms will collaborate with incumbents. It is estimated that more than three-quarters of all fintechs see partnering with established financial institutions as their ultimate business objective. Hence, they are arming the inevitable battle fronts between legacy banks and tech giants.

New FinTech and blockchain banking entrants vary substantially in size, product scope, compliance and funding. Some primarily operate exchanges, others offer digital versions of the bank note, some platforms extend credit to customers with crypto portfolios as collateral, some are focused on operating BTM (cryptocurrency ATM’s) and others have crypto-enabled debit and credit card schemes for everyday use. Few if any have struck the critical balance of regulatory compliance that also protects personal data and offers a turn-key, value advancing business model for smart convergence with legacy banking. iBBT is focused on smart convergence and “open” trust models that support the instant clearing of a sovereign digital fiat currency at the core of commercial trade uses, capital markets reform and merchant-consumer adaptation of crypto assets.

While current competition exists, Management believes that iBlockchain Bank & Trust Technologies Co.’s products are demographically well positioned, of top technical quality with user-friendly engagement and unique in nature. The expertise of Management combined with the innovative nature of its marketing approach, sets the Company apart from its competitors. However, there is the possibility that new competitors could seize upon iBlockchain Bank & Trust Technologies Co.’s business model and produce competing products or services with similar focus. Likewise, these new competitors could be better capitalized than iBlockchain Bank & Trust Technologies Co., which could give them a significant advantage. There is the possibility that the competitors could capture significant market share of iBlockchain Bank & Trust Technologies Co. intended market.

Sustainability of Competitive Advantage

iBBT may not be able to create and maintain a competitive advantage, given the rapid technological and other competitive changes affecting all markets worldwide. iBBTs success will depend on its ability to keep pace with any such changes.

The potential markets for iBBT blockchain products are characterized by rapidly changing technology, evolving industry standards, frequent enhancements to existing treatments and products, the introduction of new services and products, and changing customer demands. The Company’s success could depend on iBBT’s ability to respond to changing product standards and technologies on a timely and cost-effective basis. In addition, any failure by the Company to anticipate or respond adequately to changes in technology and customer preferences could have a material adverse effect on its financial condition, operating results and cash flow.

Unintended Infringement

iBBT may be unable to successfully defend against unintentional infringement on the proprietary rights of others.

The Company’s profitability may depend in part on its ability to effectively protect its proprietary rights, including obtaining patent protection for its methods of smart contract processes, maintaining the secrecy of its internal workings and preserving its trade secrets, as well as its ability to operate without inadvertently infringing on the proprietary rights of others.

There can be no assurance that (i) any iBBT - related patents will be issued from any pending or future patent applications; (ii) the scope of any patent protection will be sufficient to provide competitive advantages; (iii) any patents iBBT obtains will be held valid if subsequently challenged; or (iv) others will not claim rights in or ownership of iBBT’s patents and its other proprietary rights. Unauthorized parties may try to copy aspects of iBBT’s products and technologies or obtain and use information it considers proprietary. Policing the unauthorized use of proprietary rights is difficult, costly and time-consuming. iBBT cannot guarantee that no harm or threat will be made to its intellectual property. In addition, the laws of certain countries are not expected to protect iBBT’s intellectual property rights to the same extent as do the laws of the United States, State of Florida and the EU.

Administrative proceedings or litigation, which could result in substantial costs and uncertainty, may be necessary to enforce its patent or other intellectual property rights or to determine the scope and validity of the proprietary rights of others. There can be no assurance that third parties will not assert patent infringement claims in the future with respect to its products or technologies. Any such claims could ultimately require iBBT to enter into license arrangements or result in litigation, regardless of the merits of such claims. Litigation with respect to any infringement claims or any other patent or intellectual property rights could be expensive and time consuming and could have a material adverse effect on iBBT’s business, operating results and financial condition, regardless of the outcome of such litigation.

Trend in Consumer Preferences and Spending

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, debt service and principal reduction payments, and general economic conditions. There is no assurance that the Company will be successful in marketing any of its products, or that the revenues from the sale of such products will be significant. Consequently, the Company’s revenues may vary by quarter, and the Company’s operating results may experience fluctuations.

Risks of Borrowing

If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of shareholders of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

Unanticipated Obstacles to Execution of the Business Plan

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

Management Discretion as to the Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its shareholders in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the Shares offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the investors must depend.

Control By Management

As of October 10, 2019 the Company’s Directors and Executive Officers owned approximately 100% of the Company’s outstanding Shares. Upon completion of this Offering, the Company’s Directors and Executive Officers will own approximately 90% of the then issued and outstanding Shares, and will be able to continue to control iBlockchain Bank & Trust Technologies Co. Investor shareholders will own a minority percentage of the Company and will have minority voting rights. Investors will not have the ability to control either a vote of the Company’s Directors and Executive Officers. See “MANAGEMENT” section.

Return of Profits

The Company intends to retain any initial future earnings to fund operations and expand the Company’s business. A shareholder will be entitled to receive revenue profits proportionate to the amount of Shares held by that shareholder. The Company’s Management will determine a profit distribution plan based upon the Company’s results of operations, financial condition, capital requirements, and other circumstances. See “DESCRIPTION OF SECURITIES” section.

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other firms, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

Dilution

There will be no immediate or future planned dilution to the purchasers of the common shares offered by this private placement.

Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act, and to conform with applicable state securities laws, each investor must acquire his Shares for investment purposes only and not with a view towards distribution. Consequently, certain conditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other disposition of the Shares. Some of these conditions may include a minimum holding period, availability of certain reports, including financial statements from iBlockchain Bank & Trust Technologies Co., limitations on the percentage of Shares sold and the manner in which they are sold. iBlockchain Bank & Trust Technologies Co. can prohibit any sale, transfer or disposition unless it receives an opinion of counsel provided at the holder’s expense, in a form satisfactory to iBlockchain Bank & Trust Technologies Co., stating that the proposed sale, transfer or other disposition will not result in a violation of applicable federal or state securities laws and regulations. No public market exists for the Shares and no market is expected to develop. Consequently, owners of the Shares may have to hold their investment indefinitely and may not be able to liquidate their investments in iBlockchain Bank & Trust Technologies Co. or pledge them as collateral for a loan in the event of an emergency.

Broker - Dealer Sales of Shares

The Company’s Common Stock Shares are not presently included for trading on any exchange, and there can be no assurances that the Company will ultimately be registered on any exchange. No assurance can be given that the Common Stock Share of the Company will ever qualify for inclusion on any trading market until such time as the Management deem it necessary. As a result, the Company’s Common Stock Shares are covered by a Securities and Exchange Commission rule that opposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the Company’s securities and will also affect the ability of shareholders to sell their Shares in the secondary market.

Long Term Nature of Investment

An investment in the Shares may be long term and illiquid. As discussed above, the offer and sale of the Shares will not be registered under the Securities Act or any foreign or state securities laws by reason of exemptions from such registration, which depends in part on the investment intent of the investors. Prospective investors will be required to represent in writing that they are purchasing the Shares for their own account for long-term investment and not with a view towards resale or distribution. Accordingly, purchasers of Shares must be willing and able to bear the economic risk of their investment for an indefinite period of time. It is likely that investors will not be able to liquidate their investment in the event of an emergency.

No Current Market For Shares

There is no current market for the Shares offered in this private Offering and no market is expected to develop in the near future.

Common Stock Issued by iBBT

iBlockchain Bank & Trust Technologies Co., has authorized 10,000,000 Common Stock in Digital PDF form. - our authorized capital stock will consist of 5 types of Common Stock;

  • Class A common stock,
  • Class B Redeemable common stock,
  • Class C Non-Voting Ordinary stock,
  • Class D Non-Cumulative Preference stock and
  • Class E Fractional Convertible Stock.

Distributed Autonomous Corporation

A DAC-Token is a governed ERC-20 smart contract that can represent ownership of securities. It is compatible with all existing wallets and exchanges that support the ERC-20 token standard, but it overrides the existing ERC-20 transfer method to check with an on-chain Corporate Governance Service for trade or transfer approval.

Distributed Autonomous Corporation (“DAC”)

The Smart Contract address is available on Etherscan 0xbba00cce718263f1a7ab92d723995722554552c0

Fractional Convertible Share (“FCS”)

A Fractional Convertible Share or ('FCS') is a classification given to a common stock under a corporate governance. It still maintains all the regulatory requirements given to a security under the Securities and Exchange and US State Law. The renaming nomenclature expands the direct relationship of a common stock issued in a digital pdf form and the natural evolution of the same digital asset to take a new digital representation in the form of Blockchain ERC20 Token. Both the FCS and the FCT have a 1:1 parity and a continuation of the chain of custody respectively.

Fractional Convertible iBBT Tokens (“FCT”)

A Fractional Convertible Token or ('FCT'), is the natural progression of a paper common stock (share) that has been converted into a digital share in the form of a pdf and a ERC20 digital token respectively. All three assets have a 1:1 direct relationship and a continuity in the chain of custody of the asset issued by an organization. The FCT is issued under the guidelines and restrictions of a Distributed Autonomous Corporation (DAC) according to its Corporate Governance.

Direct Registration System (DRS)

DRS is a form of stock ownership commonly referred to as "book entry." It is a safe and efficient way to keep track of your shares. Your shares remain registered in your name and are issued, transferred and sold electronically without using a paper stock certificate. DRS also allows for the transfer of shares between authorized issuers and broker dealers without the use of paper stock certificates.

Compliance with Securities Laws

The Shares are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, applicable Florida Securities Laws, and other applicable state securities laws including the State of Illinois. If the sale of Shares were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Shares. If a number of purchasers were to obtain rescission, iBlockchain Bank & Trust Technologies Co. would face significant financial demands, which could adversely affect iBlockchain Bank & Trust Technologies Co. as a whole, as well as any non-rescinding purchasers.

Offering Price

The price of the Shares offered has been arbitrarily established by iBlockchain Bank & Trust Technologies Co., considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria of value applicable to iBlockchain Bank & Trust Technologies Co.

Lack of Firm Underwriter

The Shares are offered on a “best efforts” basis by the Management of iBlockchain Bank & Trust Technologies Co. without compensation and on a “best efforts” basis through certain FINRA registered broker-dealers, which enter into Participating Broker-Dealer Agreements with the Company. Accordingly, there is no assurance that the Company, or any FINRA broker-dealer, will sell the maximum Shares offered or any lesser amount.

Projections: Forward Looking Information

Management has prepared projections regarding iBlockchain Bank & Trust Technologies Co.’ anticipated financial performance. The Company’s projections are hypothetical and based upon a presumed financial performance of the Company, the addition of a sophisticated and well funded marketing plan, and other factors influencing the business of iBlockchain Bank & Trust Technologies Co. The projections are based on Management’s best estimate of the probable results of operations of the Company, based on present circumstances, and have not been reviewed by iBlockchain Bank & Trust Technologies Co.’ independent accountants. These projections are based on several assumptions, set forth therein, which Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due the inevitable occurrence of unanticipated events and circumstances beyond Management’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in sales and revenues are necessarily speculative in nature. In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into iBlockchain Bank & Trust Technologies Co.’ market of additional competitors, the terms and conditions of future capitalization, and other risks inherent to the Company’s business. While Management believes that the projections accurately reflect possible future results of iBlockchain Bank & Trust Technologies Co.’ operations, those results cannot be guaranteed.

General Economic Conditions

The financial success of the Company may be sensitive to adverse changes in general economic conditions in the United States, such as recession, inflation, unemployment, and interest rates. Such changing conditions could reduce demand in the marketplace for the Company’s products. Management believes that the impending growth of the market, mainstream market acceptance and the targeted product line of iBlockchain Bank & Trust Technologies Co. will insulate the Company from excessive reduced demand. Nevertheless, iBlockchain Bank & Trust Technologies Co. has no control over these changes.

Use Of Proceeds

The Company seeks to raise minimum gross proceeds of $4,500,000 and maximum gross proceeds of $4,500,000 from the sale of Shares in this Offering. The Company intends to apply these proceeds substantially as set forth herein, subject only to reallocation by Management in the best interests of the Company.

Distribution of Funds

Management

At the present time, three individuals are actively involved in the management of the Company. The Directors and Executive Officers are:

  • Antonis Valamontes - Managing Director
  • John Karantonis - President
  • Edward S. Grant - Director - Asia Business Development


Antonios Valamontes - (Managing Director)

Mr Valamontes is an experienced Member Board Of Directors with a demonstrated history of working in the financial services and telecommunications industry . Skilled in Business Process, Session Initiation Protocol (SIP), Go-to-market Strategy, IT Strategy, and Mobile Applications. Strong entrepreneurship professional with a Bachelor of Applied Science (B.A.Sc.) focused in Computer Systems Networking and Telecommunications from University of MD, Munich Campus.

John Karantonis - (President)

John T. Karantonis has over 15 years of business development, product strategy and new venture experience. Mr. Karantonis has held executive, sales and product roles for marketing technology, omni-channel media, enterprise data network services and mobile commerce/payments initiatives. Previously, John was a cofounder and chief strategy officer at Akoo International, Inc. (acquired by RMG Networks) where he helped build a leading location media network and mobile-to-TV marketing services platform reaching 44 million shoppers per month (Nielsen), on behalf of several of the world’s top “blue-chip” advertisers. Mr. Karantonis was one of the inventors of the company’s interactive and distributed platform and received multiple patents in the U.S., China, Japan, Russia, Australia, Mexico and Israel, for his work. Additional patents are pending in the U.S. and worldwide. Mr. Karantonis received dual B.S. and B.A. degrees from Loyola University Chicago.

Ed Grant - (Director/Asia Business Development)

Ed Grant is a founder and director of Newwork International Ltd., a Bangkok-based business development, strategic planning & investment firm that provides comprehensive development expertise on diverse projects with a primary concentration today on the development of smart cities, transportation infrastructure and renewable energy projects. A resident of Thailand for the past 35 years, Ed has worked and traveled extensively throughout Asia and the Middle East, where he has also established strong business relationships in Thailand, China, Indonesia, Myanmar, Singapore, the UAE and Saudi Arabia.

Ed holds a Bachelor of Architecture Degree (B-ARCH) from Rhode Island School of Design in Providence, R.I. USA (1967); and he also served in the U.S. Navy as a Commissioned Officer in the Civil Engineer Corps (CEC).

Management Compensation

There is no accrued compensation that is due any member of Management. Each Manager will be entitled to reimbursement of expenses incurred while conducting Company business. Each Manager may also be a shareholder in the Company and as such will share in the profits of the Company when and if revenues are disbursed. Management reserves the right to reasonably increase their salaries assuming the business is substantially capitalized, performing profitably and/or Company revenues are growing on schedule with performance targets. Any augmentation of these salaries will be subject to considerations of the profitability of the Business and the effect on the Business cash flows.

Board of Advisors

The Company has established a Board of Advisors, which includes highly qualified business and industry professionals. The Board of Advisors will advise the Management team in making appropriate decisions and taking effective action. However, the Board of Advisors will not be responsible for Management decisions and has no legal or fiduciary responsibility to the Company. Currently there are three members on the Board of Advisors:

  • Sean T. O’ Kelly, Former CIO, State of Illinois, Department of Financial and Professional Regulation; Technology Leader, STA; IT Strategy, Deloitte Tax, LLP
  • George Koutsonicolis, MBA, Managing Director/Solic Capital Advisors, LLC. 20+ years as an Investment Banking Professional
  • George Wang, PMP, CIO Arx Nimbus, Cybersecurity Risk Valuation; Director, Society Information Management (SIM)
  • Georgia Droulias Schwarz, M.A. Industrial Organizational Psychology Professional, Leadership Coach and Talent Development Practitioner.

Dilution

There will be no immediate or future planned dilution to the purchasers of the common shares offered by this private placement.

Current Shareholders

The following table contains certain information as of Oct 10, 2019 as to the number of Shares beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the Company’s Shares, (ii) each person who is a Managing Officer of the Company, (iii) all persons as a group who are Directors and/or Officers of the Company, and as to the percentage of the outstanding Shares held by them on such dates and as adjusted to give effect to this Offering.

Current Distribution of iBBT Equity

Name

Position

Current %

Post Offering Maximum %

Antonios Valamontes

Managing Dir

2,500,000

25%

John Karantonis

President

2,500,000

25%

Common Stock Share Options Agreements

The Company has no option agreements.

Litigation

The Company is not presently a party to any material litigation, nor to the knowledge of Management is any litigation threatened against the Company, which may materially affect the business of the Company or its assets.

Description of Shares

The Company is offering a minimum of 1,000,000 and a maximum of 1,000,000 Class E Shares at a price of $4.55 per Share, $.001 par value per share. Upon completion of the Offering 9,000,000 Shares will be outstanding. The Shares of ownership are equal in all respects, and upon completion of the Offering, the Shares will comprise the only representation of ownership that the Company will have issued and outstanding to date, upon the close of the Offering.

Shareholders with 10% or more are entitled to 1 vote for per 10% of share held on each matter submitted to a vote of the shareholders.

Shares are not redeemable and do not have conversion rights. The Shares currently outstanding are 8,000,000, and the Shares to be issued upon completion of this Offering will be 7,000,000, fully paid and non-assessable.

In the event of the dissolution, liquidation or winding up of the Company, the assets then legally available for distribution to the shareholders will be distributed ratably among such shareholders in proportion to their Shares.

Shareholders are only entitled to profit distributions proportionate to their Shares of ownership when and if declared by Management out of funds legally available therefore. The Company to date has not given any such profit distributions. Future profit distribution policies are subject to the discretion of Management and will depend upon a number of factors, including among other things, the capital requirements and the financial condition of the Company.

Transfer Agent and Registrar

The Company will act as its own transfer agent and registrar for its Shares of ownership.

Plan of Placement

The Shares are offered directly by the Management of the Company on the terms and conditions set forth in this Memorandum. FINRA brokers and dealers may also offer Shares. The Company is offering the Shares on a “best efforts” basis. The Company will use its best efforts to sell the Shares to investors. There can be no assurance that all or any of the Shares offered, will be sold.

Escrow of Subscription Funds

Commencing on the date of this Memorandum all funds received by the Company in full payment of subscriptions for Shares will be deposited in the Company account. Subscriptions for Shares are subject to rejection by the Company at any time.

How to Subscribe for Shares

A purchaser of Shares must complete, date, execute, and deliver to the Company the following documents, as applicable. All of which are included as part of the Investor Subscription Package:

  1. An Investor Suitability Questionnaire;
  2. An original signed copy of the appropriate Subscription Agreement;
  3. A iBlockchain Bank & Trust Technologies Co., Articles of Incorporation; and
  4. A check or online payment payable to “ iBlockchain Bank & Trust Technologies Co.” in the amount of $4.55 per Share for each Share purchased as called for in the Subscription Agreement (minimum purchase of 1 Share(s) for $4.55).


Purchasers of Shares will receive an Investor Subscription Package containing an Investor Suitability Questionnaire and two copies of the Subscription Agreement.

Subscribers may not withdraw subscriptions that are tendered to the Company (Florida, Georgia and Pennsylvania Residents See NASAA Legend in the front of this Memorandum for important information).

Additional Information

Each prospective investor may ask questions and receive answers concerning the terms and conditions of this offering and obtain any additional information which the Company possesses, or can acquire without unreasonable effort or expense, to verify the accuracy of the information provided in this Memorandum. The principal executive offices of the Company are located at 1217 N Ft Harrison Ave, Clearwater, Florida 33775 and the telephone number is (727) 386-8805.



EXHIBIT A



COMPANY BUSINESS PLAN



EXHIBIT B



FINANCIAL STATEMENT



EXHIBIT C



Subscription Agreement

iBlockchain Bank & Trust Technologies Co.

1217 N. Ft Harrison Ave.

Clearwater, FL 33775

To Investor:

You have informed the undersigned (the “Purchaser”) that iBlockchain Bank & Trust Technologies Co., a Florida corporation, (the “Company”) wishes to raise a maximum of Four Million Five Hundred Thousand Dollars ($4,500,000) from various persons by selling up to 1,000,000 shares of the Company’s Common Stock, $0.001 par value (the “Shares”) at a price of Seventy Seven Cents ($4.55) per Share.

I have received, read, and understand the Limited Offering Memorandum dated October 10, 2019 (the “Memorandum”). I further understand that my rights and responsibilities as a Purchaser will be governed by the terms and conditions of this Subscription Agreement, the Memorandum and the Shares (the “Share Documents”). I understand that you will rely on the following information to confirm that I am an “Accredited Investor” or a “Non-Accredited Investor”, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), that will be allowed to purchase Shares in this Offering (subject to Company approval), and that I am qualified to be a Purchaser.

This Subscription Agreement is one of a number of such subscriptions for Shares. By signing this Subscription Agreement, I offer to purchase and subscribe from the Company the number of Shares set forth below on the terms specified herein. The Company reserves the right, in its complete discretion, to reject any subscription offer or to reduce the number of Shares allotted to me. If this offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to me. I understand that commencing on the date of this Memorandum all funds received by the Company in full payment of subscriptions for Shares will be deposited in an escrow account. The Company has set a minimum offering proceeds figure of $4,500,000 for this Offering.

1. Accredited Investor.I am an Accredited Investor because I qualify within one of the following categories:

Please Check The Appropriate Category

_____ $1,000,000 Net Worth.

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000 excluding the value of the primary residence of such a natural person.

_________________

Purchaser’s Initials

_____ $200,000/$300,000 Income.

A natural person who had an individual income in excess of $200,000 (including contributions to qualified employee benefit plans) or joint income with such person’s spouse in excess of $300,000 per year in each of the two most recent years and who reasonably expects to attain the same individual or joint levels of income (including such contributions) in the current year.

_____ Director or Officer of Issuer.

Any director or executive officer of the Company.

_____ All Equity Owners In Entity Are Accredited.

An entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the equity owners are Accredited Investors as defined herein.

_____ Corporation.

A corporation not formed for the specific purpose of acquiring the Shares offered, with total assets in excess of $5,000,000.

_____ Other Accredited Investors.

Any natural person or entity which qualifies as an Accredited Investor pursuant to Rule 501(a) of Regulation D promulgated under the Act; specify basis for qualification:

______________________________________________________________________

______________________________________________________________________

______________________________________________________________________

______ One of 35 Non-Accredited Investors in the State of Illinois that may be allowed to invest in the offering.

______ One of unlimited non US Non-Accredited Investors that may be allowed to invest in the offering.




2. Representations and Warranties. I represent and warrant to the Company that:

  1. I (i) have adequate means of providing for my current needs and possible contingencies and I have no need for liquidity of my investment in the Shares, (ii) can bear the economic risk of losing the entire amount of my investment in Shares, and (iii) have such knowledge and experience that I am capable of evaluating the relative risks and merits of this investment; (iv) the purchase of Shares is consistent, in both nature and amount, with my overall investment program and financial condition.
  1. The address set forth below is my true and correct residence, and I have no intention of becoming a resident of any other state or jurisdiction
  1. I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated under the Securities Act) because I am a sophisticated, experienced investor, capable of determining and understanding the risks and merits of this investment.

_________________

Purchaser’s Initials

(d) I have received and read, and am familiar with the Share Documents, including the Memorandum and the forms of certificates for Shares. All documents, records and books pertaining to the Company and the Shares requested by me, including all pertinent records of the Company, financial and otherwise, have been made available or delivered to me.

(e) I have had the opportunity to ask questions and receive answers from the Company’s officers and representatives concerning the Company’s affairs generally and the terms and conditions of my proposed investment in the Shares.

(f) I understand the risks implicit in the business of the Company. Among other things, I understand that there can be no assurance that the Company will be successful in obtaining the funds necessary for its success. If only a fraction of the maximum amount of the Offering is raised, the Company may not be able to expand as rapidly as anticipated, and proceeds from this Offering may not be sufficient for the Company’s long term needs.

(g) Other than as set forth in the Memorandum, no person or entity has made any representation or warranty whatsoever with respect to any matter or thing concerning the Company and this Offering, and I am purchasing the Shares based solely upon my own investigation and evaluation.

  1. I understand that no Shares have been registered under the Securities Act, nor have they been registered pursuant to the provisions of the securities or other laws of applicable jurisdiction.

(i) The Shares for which I subscribe are being acquired solely for my own account, for investment and are not being purchased with a view to or for their resale or distribution. In order to induce the Company to sell Shares to me, the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Shares by anyone but me.

(j) I am aware of the following:

(i) The Shares are a speculative investment which involves a high degree of risk; and

(ii) My investment in the Shares is not readily transferable; it may not be possible for me to liquidate my investment.

(iii) The financial statements of the Company have merely been compiled, and have not been reviewed or audited.

(iv) There are substantial restrictions on the transferability of the Share registered under the Securities Act; and

(v) No federal or state agency has made any finding or determination as to the fairness of the Shares for public investment nor any recommendation or endorsement of the Shares;

(k) Except as set forth in the Memorandum, none of the following information has ever been represented, guaranteed, or warranted to me expressly or by implication, by any broker, the Company, or agents or employees of the foregoing, or by any other person:

(i) The appropriate or exact length of time that I will be required to hold the Shares;

(ii) The percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as a result of an investment in the Shares; or

(iii) That the past performance or experience of the Company, or associates, agents, affiliates, or employees of the Company or any other person, will in any way indicate or predict economic results in connection with the purchase of Shares;

(iv) The amount of dividends or distributions that the Company will make;

(l) I have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have made no copies of the Memorandum; and

(m) I hereby agree to indemnify and hold harmless the Company, its officers, directors, and representatives from and against any and all liability, damage, cost or expense, including reasonable attorneys fees, incurred on account of or arising out of:

(i) Any inaccuracy in the declarations, representations, and warranties set forth above;

(ii) The disposition of any of the Shares by me which is contrary to the foregoing declarations, representations, and warranties; and

(iii) Any action, suit or proceeding based upon

(1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company; or

(2) the disposition of any of the Shares.

(n) By entering into this Subscription Agreement, I acknowledge that the Company is relying on the truth and accuracy of my representations.

The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the delivery of the funds to the Company and shall survive such delivery. If, in any respect, such representations and warranties are not true and accurate prior to delivery of the funds, I will give written notice of the fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefore.

3. Transferability. I understand that I may sell or otherwise transfer my Shares only if registered under the Securities Act or I provide the Company with an opinion of counsel acceptable to the Company to the effect that such sale or other transfer may be made in the absence of registration under the Securities Act. I have no right to cause the Company to register the Shares. Any certificates or other documents representing my Shares will contain a restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Shares.

4. Indemnification. I understand the meaning and legal consequences of the representations and warranties contained in Paragraph 2 hereof, and I will indemnify and hold harmless the Company, its officers, directors, and representatives involved in the offer or sale of the Shares to me, as well as each of the managers and representatives, employees and agents and other controlling persons of each of them, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of mine contained in this Subscription Agreement.

5. Revocation. I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me hereunder and this Subscription Agreement shall survive my death or disability.

6. Termination of Agreement. If this subscription is rejected by the Company, then this Subscription Agreement shall be null and void and of no further force and effect, no party shall have any rights against any other party hereunder, and the Company shall promptly return to me the funds delivered with this Subscription Agreement.

7. Miscellaneous.

(a) This Subscription Agreement shall be governed by and construed in accordance with the substantive law of the State of Florida.

(b) This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in writing executed by all parties.

8. Ownership Information. Please print here the total number of Shares to be purchased, and the exact name(s) in which the Shares will be registered.

Total Shares:_________________

Name(s):_____________________________________________________________

_____ Single Person

_____ Husband and Wife, as community property

_____ Joint Tenants (with right of survivorship)

_____ Tenants in Common

_____ A Married Person as separate property

_____ Corporation or other organization

_____ A Partnership

_____ Trust

_____ IRA

_______________

Purchaser’s Initials

_____ Tax-Qualified Retirement Plan

(i) Trustee(s)/ Custodian __________________________________________________

(ii) Trust Date___________________________________________________________

(iii) Name of Trust _______________________________________________________

(iv) For the Benefit of ____________________________________________________

_____ Other: ___________________________________________________________

(please explain)

Social Security or Tax I.D.# _________________________________________________

Residence Address:

___________________________________________________________________________

Street Address

___________________________________________________________________________

City State Zip

Mailing Address: (Complete only if different from residence)

____________________________________________________________________________

Street Address (If P.O.Box, include address for surface delivery if different than residence)

____________________________________________________________________________

City State Zip

Phone Numbers

Home: (_______)_____________________

Business: (_______)__________________ Facsimile: _______)___________________



9. Date and Signatures. Dated ______________________________, 2020.

Signatures Purchaser Name (Print)

____________________________ ________________________________

____________________________ ________________________________

(Each co-owner or joint owner must sign - Names must be signed exactly as listed under “Purchaser Name”)

ACCEPT:


iBlockchain Bank & Trust Technologies Co.

By:________________________________ Dated:__________________, 2020

John Karantonis

President















EXHIBIT D

Investor Suitability Questionnaire



To: Prospective purchasers of Class E Shares (the “Shares”) offered by iBlockchain Bank & Trust Technologies Co. (the “Company”).

The Purpose of this Questionnaire is to solicit certain information regarding your financial status to determine whether you are an “Accredited Investor,” as defined under applicable federal and state securities laws, and otherwise meet the suitability criteria established by the Company for purchasing Shares. This questionnaire is not an offer to sell securities.

Your answers will be kept as confidential as possible. You agree, however, that this Questionnaire may be shown to such persons as the Company deems appropriate to determine your eligibility as an Accredited Investor or to ascertain your general suitability for investing in the Shares.

Please answer all questions completely and execute the signature page

A. Personal

1. Name:____________________________________________________________________

2. Address of Principal Residence:__________________________________ County:_______

3. Residence Telephone: (______)_____________________

4. Where are you registered to vote? ______________________________________________

5. Your driver’s license is issued by the following state: ________________________________

6. Other Residences or Contacts: Please identify any other state where you own a residence, are registered to vote, pay income taxes, hold a driver’s license or have any other contacts, and describe your connection with such state:

______________________________________________________________________

______________________________________________________________________

7. Please send all correspondence to:

  1. _____ Residence Address (as set forth in item A-2)
  1. _____ Business Address (as set forth in item B-1)

8. Date of Birth: ____/____/_20___

9. Citizenship:______________________________________________________

10. Social Security or Tax I.D. #:_____________________________________

B. Occupations and Income

1. Occupation: _______________________________________________________________

(a) Business Address:__________________________________________________________

__________________________________________________________

(b) Business Telephone Number: (______)_________________

2. Gross income during each of the last two years exceeded:

  1. _____ $25,000
  • _____ $50,000
  • _____ $100,000
  • _____ $200,000
  • 3. Joint gross income with spouse during each of the last two years exceeded $300,000

    1. _____Yes (2) _____No

    4. Estimated gross income during current year exceeds:

    1. _____ $25,000
  • _____ $50,000
  • _____ $100,000
  • _____ $200,000
  • 5. Estimated joint gross income with spouse during current year exceeds $300,000

    1. _____Yes (2) _____No

    C. Net Worth

    1. Current net worth or joint net worth with spouse (note that “net worth” includes all of the assets owned by you and your spouse in excess of total liabilities, excluding the value of your primary residence.)

    1. ____ $50,000-$100,000

    (2) ___ $100,000-$250,000

    (3) _____ $250,000-$500,000

    (4) ____ $500,000-$750,000

    (5) ___ $750,000-$1,000,000

    (6) _____ over $1,000,000


    2. Current value of liquid assets (cash, freely marketable securities, cash surrender value of life insurance policies, and other items easily convertible into cash) is sufficient to provide for current needs and possible personal contingencies:

    1. _____ Yes (2) _____ No

    D. Affiliation with the Company

    Are you a director or executive officer of the Company?

    1. _____ Yes (2) _____ No

    E. Investment Percentage of Net Worth

    If you expect to invest at least $150,000 in Shares, does your total purchase price exceed 10% of your net worth at the time of sale, or joint net worth with your spouse.

    1. _____ Yes (2) _____ No

    F. Consistent Investment Strategy

    Is this investment consistent with your overall investment strategy?

    1. _____ Yes (2) _____ No

    G. Prospective Investor’s Representations

    The information contained in this Questionnaire is true and complete, and the undersigned understands that the Company and its counsel will rely on such information for the purpose of complying with all applicable securities laws as discussed above. The undersigned agrees to notify the Company promptly of any change in the foregoing information which may occur prior to any purchase by the undersigned of securities from the Company.

    Prospective Investor:



    __________________________________ Date:_________________________, 2020

    Signature



    __________________________________

    Signature (of joint purchase if purchase is to be

    made as joint tenants or as tenants in common)



    EXHIBIT E

    iBLOCKCHAIN BANK & TRUST TECHNOLOGIES CO. FINANCIALS

    Pro-Forma Balance Sheet

    iBlockchain Bank & Trust Technologies Co.

    For 2018 to 2019 (all numbers in $000)

    ASSETS

    2017

    2018

    2019

    2020

    Current Assets






    Cash


    $ 150,000.00

    $ 25,000.00

    $ 2,000.00

    $ 350,000.00

    Net accounts receivable


    $ -

    $ -

    $ -

    $ -

    Hardware


    $ 46,000.00

    $ 26,000.00

    $ -

    $ -

    Temporary investment


    $ -

    $ 60,000.00

    $ 415,000.00

    $ 1,000,000.00

    Prepaid expenses


    $ -

    $ 1,200.00

    $ 2,000.00

    $ -

    Total Current Assets

    $ 196,000.00

    $ 112,200.00

    $ 419,000.00

    $ 1,350,000.00


    Fixed Assets





    Long-term investments


    $ -

    $ -

    $ -

    $ -

    Land


    $ -

    $ -

    $ -

    $ -

    Buildings (net of depreciation)


    $ -

    $ -

    $ -

    $ -

    Plant & equipment (net)


    $ 3,000.00

    $ 5,000.00

    $ 1,000.00

    $ 10,000.00

    Furniture & fixtures (net)


    $ -

    $ -

    $ -

    $ -

    Total Net Fixed Assets

    $ 3,000.00

    $ 5,000.00

    $ 1,000.00

    $ -

    TOTAL ASSETS

    $ 199,000.00

    $ 117,200.00

    $ 420,000.00

    $ 1,350,000.00


    LIABILITIES





    Current Liabilities






    Accounts payable


    $ 14,000.00

    $ 14,000.00

    $ 14,000.00

    $ 14,000.00

    Short-term notes


    $ -

    $ -

    $ -

    $ -

    Current portion of long-term notes


    $ -

    $ -

    $ -

    $ -

    Accruals & other payables


    $ 75,000.00

    $ 80,000.00

    $ 2,000.00

    $ 20,000.00

    Total Current Liabilities

    $ 89,000.00

    $ 94,000.00

    $ 16,000.00

    $ 34,000.00


    Long-term Liabilities






    Mortgage


    $ -

    $ -

    $ -

    $ -

    Other long-term liabilities


    $ -

    $ -

    $ -

    $ -

    Total Long-term Liabilities






    SHAREHOLDERS' EQUITY






    Capital stock


    $ 7,700,000.00

    $ 7,700,000.00

    $ 7,700,000.00

    $ 7,700,000.00

    Retained earnings


    $ (7,590,000.00)

    $ (7,676,800.00)

    $ (7,296,000.00)

    $ (6,384,000.00)

    Total Shareholders' Equity

    $ 110,000.00

    $ 23,200.00

    $ 404,000.00

    $ 1,316,000.00

    TOTAL LIABILITIES & EQUITY

    $ 199,000.00

    $ 117,200.00

    $ 420,000.00

    $ 1,350,000.00

    A. Valamontes

    Investor Initials for Private Placement Memorandum

    Enter Investor Name

    Close

    Request For My Information

     
    Close

    Request For Account Deletion

    Close

    Request For Information Deletion

    Close

    General Request / Query To DPO