More on Web3 & Crypto
:max_bytes(150000):strip_icc():gifv():format(webp)/reiff_headshot-5bfc2a60c9e77c00519a70bd.jpg)
Nathan Reiff
3 years ago
Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.

Jeff John Roberts
3 years ago
Jack Dorsey and Jay-Z Launch 'Bitcoin Academy' in Brooklyn rapper's home
The new Bitcoin Academy will teach Jay-Marcy Z's Houses neighbors "What is Cryptocurrency."
Jay-Z grew up in Brooklyn's Marcy Houses. The rapper and Block CEO Jack Dorsey are giving back to his hometown by creating the Bitcoin Academy.
The Bitcoin Academy will offer online and in-person classes, including "What is Money?" and "What is Blockchain?"
The program will provide participants with a mobile hotspot and a small amount of Bitcoin for hands-on learning.
Students will receive dinner and two evenings of instruction until early September. The Shawn Carter Foundation will help with on-the-ground instruction.
Jay-Z and Dorsey announced the program Thursday morning. It will begin at Marcy Houses but may be expanded.
Crypto Blockchain Plug and Black Bitcoin Billionaire, which has received a grant from Block, will teach the classes.
Jay-Z, Dorsey reunite
Jay-Z and Dorsey have previously worked together to promote a Bitcoin and crypto-based future.
In 2021, Dorsey's Block (then Square) acquired the rapper's streaming music service Tidal, which they propose using for NFT distribution.
Dorsey and Jay-Z launched an endowment in 2021 to fund Bitcoin development in Africa and India.
Dorsey is funding the new Bitcoin Academy out of his own pocket (as is Jay-Z), but he's also pushed crypto-related charitable endeavors at Block, including a $5 million fund backed by corporate Bitcoin interest.
This post is a summary. Read full article here

Matt Ward
3 years ago
Is Web3 nonsense?
Crypto and blockchain have rebranded as web3. They probably thought it sounded better and didn't want the baggage of scam ICOs, STOs, and skirted securities laws.
It was like Facebook becoming Meta. Crypto's biggest players wanted to change public (and regulator) perception away from pump-and-dump schemes.
After the 2018 ICO gold rush, it's understandable. Every project that raised millions (or billions) never shipped a meaningful product.
Like many crazes, charlatans took the money and ran.
Despite its grifter past, web3 is THE hot topic today as more founders, venture firms, and larger institutions look to build the future decentralized internet.
Supposedly.
How often have you heard: This will change the world, fix the internet, and give people power?
Why are most of web3's biggest proponents (and beneficiaries) the same rich, powerful players who built and invested in the modern internet? It's like they want to remake and own the internet.
Something seems off about that.
Why are insiders getting preferential presale terms before the public, allowing early investors and proponents to flip dirt cheap tokens and advisors shares almost immediately after the public sale?
It's a good gig with guaranteed markups, no risk or progress.
If it sounds like insider trading, it is, at least practically. This is clear when people talk about blockchain/web3 launches and tokens.
Fast money, quick flips, and guaranteed markups/returns are common.
Incentives-wise, it's hard to blame them. Who can blame someone for following the rules to win? Is it their fault or regulators' for not leveling the playing field?
It's similar to oil companies polluting for profit, Instagram depressing you into buying a new dress, or pharma pushing an unnecessary pill.
All of that is fair game, at least until we change the playbook, because people (and corporations) change for pain or love. Who doesn't love money?
belief based on money gain
Sinclair:
“It is difficult to get a man to understand something when his salary depends upon his not understanding it.”
Bitcoin, blockchain, and web3 analogies?
Most blockchain and web3 proponents are true believers, not cynical capitalists. They believe blockchain's inherent transparency and permissionless trust allow humanity to evolve beyond our reptilian ways and build a better decentralized and democratic world.
They highlight issues with the modern internet and monopoly players like Google, Facebook, and Apple. Decentralization fixes everything
If we could give power back to the people and get governments/corporations/individuals out of the way, we'd fix everything.
Blockchain solves supply chain and child labor issues in China.
To meet Paris climate goals, reduce emissions. Create a carbon token.
Fixing online hatred and polarization Web3 Twitter and Facebook replacement.
Web3 must just be the answer for everything… your “perfect” silver bullet.
Nothing fits everyone. Blockchain has pros and cons like everything else.
Blockchain's viral, ponzi-like nature has an MLM (mid level marketing) feel. If you bought Taylor Swift's NFT, your investment is tied to her popularity.
Probably makes you promote Swift more. Play music loudly.
Here's another example:
Imagine if Jehovah’s Witnesses (or evangelical preachers…) got paid for every single person they converted to their cause.
It becomes a self-fulfilling prophecy as their faith and wealth grow.
Which breeds extremism? Ultra-Orthodox Jews are an example. maximalists
Bitcoin and blockchain are causes, religions. It's a money-making movement and ideal.
We're good at convincing ourselves of things we want to believe, hence filter bubbles.
I ignore anything that doesn't fit my worldview and seek out like-minded people, which algorithms amplify.
Then what?
Is web3 merely a new scam?
No, never!
Blockchain has many crucial uses.
Sending money home/abroad without bank fees;
Like fleeing a war-torn country and converting savings to Bitcoin;
Like preventing Twitter from silencing dissidents.
Permissionless, trustless databases could benefit society and humanity. There are, however, many limitations.
Lost password?
What if you're cheated?
What if Trump/Putin/your favorite dictator incites a coup d'état?
What-ifs abound. Decentralization's openness brings good and bad.
No gatekeepers or firefighters to rescue you.
ISIS's fundraising is also frictionless.
Community-owned apps with bad interfaces and service.
Trade-offs rule.
So what compromises does web3 make?
What are your trade-offs? Decentralization has many strengths and flaws. Like Bitcoin's wasteful proof-of-work or Ethereum's political/wealth-based proof-of-stake.
To ensure the survival and veracity of the network/blockchain and to safeguard its nodes, extreme measures have been designed/put in place to prevent hostile takeovers aimed at altering the blockchain, i.e., adding money to your own wallet (account), etc.
These protective measures require significant resources and pose challenges. Reduced speed and throughput, high gas fees (cost to submit/write a transaction to the blockchain), and delayed development times, not to mention forked blockchain chains oops, web3 projects.
Protecting dissidents or rogue regimes makes sense. You need safety, privacy, and calm.
First-world life?
What if you assumed EVERYONE you saw was out to rob/attack you? You'd never travel, trust anyone, accomplish much, or live fully. The economy would collapse.
It's like an ant colony where half the ants do nothing but wait to be attacked.
Waste of time and money.
11% of the US budget goes to the military. Imagine what we could do with the $766B+ we spend on what-ifs annually.
Is so much hypothetical security needed?
Blockchain and web3 are similar.
Does your app need permissionless decentralization? Does your scooter-sharing company really need a proof-of-stake system and 1000s of nodes to avoid Russian hackers? Why?
Worst-case scenario? It's not life or death, unless you overstate the what-ifs. Web3 proponents find improbable scenarios to justify decentralization and tokenization.
Do I need a token to prove ownership of my painting? Unless I'm a master thief, I probably bought it.
despite losing the receipt.
I do, however, love Web 3.
Enough Web3 bashing for now. Understand? Decentralization isn't perfect, but it has huge potential when applied to the right problems.
I see many of the right problems as disrupting big tech's ruthless monopolies. I wrote several years ago about how tokenized blockchains could be used to break big tech's stranglehold on platforms, marketplaces, and social media.
Tokenomics schemes can be used for good and are powerful. Here’s how.
Before the ICO boom, I made a series of predictions about blockchain/crypto's future. It's still true.
Here's where I was then and where I see web3 going:
My 11 Big & Bold Predictions for Blockchain
In the near future, people may wear crypto cash rings or bracelets.
While some governments repress cryptocurrency, others will start to embrace it.
Blockchain will fundamentally alter voting and governance, resulting in a more open election process.
Money freedom will lead to a more geographically open world where people will be more able to leave when there is unrest.
Blockchain will make record keeping significantly easier, eliminating the need for a significant portion of government workers whose sole responsibility is paperwork.
Overrated are smart contracts.
6. Tokens will replace company stocks.
7. Blockchain increases real estate's liquidity, value, and volatility.
8. Healthcare may be most affected.
9. Crypto could end privacy and lead to Minority Report.
10. New companies with network effects will displace incumbents.
11. Soon, people will wear rings or bracelets with crypto cash.
Some have already happened, while others are still possible.
Time will tell if they happen.
And finally:
What will web3 be?
Who will be in charge?
Closing remarks
Hope you enjoyed this web3 dive. There's much more to say, but that's for another day.
We're writing history as we go.
Tech regulation, mergers, Bitcoin surge How will history remember us?
What about web3 and blockchain?
Is this a revolution or a tulip craze?
Remember, actions speak louder than words (share them in the comments).
Your turn.
You might also like

Stephen Moore
3 years ago
Trading Volume on OpenSea Drops by 99% as the NFT Boom Comes to an End
Wasn't that a get-rich-quick scheme?
OpenSea processed $2.7 billion in NFT transactions in May 2021.
Fueled by a crypto bull run, rumors of unfathomable riches, and FOMO, Bored Apes, Crypto Punks, and other JPEG-format trash projects flew off the virtual shelves, snatched up by retail investors and celebrities alike.
Over a year later, those shelves are overflowing and warehouses are backlogged. Since March, I've been writing less. In May and June, the bubble was close to bursting.
Apparently, the boom has finally peaked.
This bubble has punctured, and deflation has begun. On Aug. 28, OpenSea processed $9.34 million.
From that euphoric high of $2.7 billion, $9.34 million represents a spectacular decline of 99%.
OpenSea contradicts the data. A trading platform spokeswoman stated the comparison is unfair because it compares the site's highest and lowest trading days. They're the perfect two data points to assess the drop. OpenSea chooses to use ETH volume measures, which ignore crypto's shifting price. Since January 2022, monthly ETH volume has dropped 140%, according to Dune.
Unconvincing counterargument.
Further OpenSea indicators point to declining NFT demand:
Since January 2022, daily user visits have decreased by 50%.
Daily transactions have decreased by 50% since the beginning of the year in the same manner.
Off-platform, the floor price of Bored Apes has dropped from 145 ETH to 77 ETH. (At $4,800, a reduction from $700,000 to $370,000). Google search data shows waning popular interest.
It is a trend that will soon vanish, just like laser eyes.
NFTs haven't moved since the new year. Eminem and Snoop Dogg can utilize their apes in music videos or as 3D visuals to perform at the VMAs, but the reality is that NFTs have lost their public appeal and the market is trying to regain its footing.
They've lost popularity because?
Breaking records. The technology still lacks genuine use cases a year and a half after being popular.
They're pricey prestige symbols that have made a few people rich through cunning timing or less-than-savory scams or rug pulling. Over $10.5 billion has been taken through frauds, most of which are NFT enterprises promising to be the next Bored Apes, according to Web3 is going wonderfully. As the market falls, many ordinary investors realize they purchased into a self-fulfilling ecosystem that's halted. Many NFTs are sold between owner-held accounts to boost their price, data suggests. Most projects rely on social media excitement to debut with a high price before the first owners sell and chuckle to the bank. When they don't, the initiative fails, leaving investors high and dry.
NFTs are fading like laser eyes. Most people pushing the technology don't believe in it or the future it may bring. No, they just need a Kool-Aid-drunk buyer.
Everybody wins. When your JPEGs are worth 99% less than when you bought them, you've lost.
When demand reaches zero, many will lose.

Tech With Dom
3 years ago
6 Awesome Desk Accessories You Must Have!
I'm gadget-obsessed. So I shared my top 6 desk gadgets.
These gadgets improve my workflow and are handy for working from home.
Without further ado...
Computer light bar Xiaomi Mi
I've previously recommended the Xiaomi Mi Light Bar, and I still do. It's stylish and convenient.
The Mi bar is a monitor-mounted desk lamp. The lamp's hue and brightness can be changed with a stylish wireless remote.
Changeable hue and brightness make it ideal for late-night work.
Desk Mat 2.
I wasn't planning to include a desk surface in this article, but I find it improves computer use.
The mouse feels smoother and is a better palm rest than wood or glass.
I'm currently using the overkill Razer Goliathus Extended Chroma RGB Gaming Surface, but I like RGB.
Using a desk surface or mat makes computer use more comfortable, and it's not expensive.
Third, the Logitech MX Master 3 Mouse
The Logitech MX Master 3 or any from the MX Master series is my favorite mouse.
The side scroll wheel on these mice is a feature I've never seen on another mouse.
Side scroll wheels are great for spreadsheets and video editing. It would be hard for me to switch from my Logitech MX Master 3 to another mouse. Only gaming is off-limits.
Google Nest 4.
Without a smart assistant, my desk is useless. I'm currently using the second-generation Google Nest Hub, but I've also used the Amazon Echo Dot, Echo Spot, and Apple HomePod Mini.
As a Pixel 6 Pro user, the Nest Hub works best with my phone.
My Nest Hub plays news, music, and calendar events. It also lets me control lights and switches with my smartphone. It plays YouTube videos.
Google Pixel Stand, No. 5
A wireless charger on my desk is convenient for charging my phone and other devices while I work. My desk has two wireless chargers. I have a Satechi aluminum fast charger and a second-generation Google Pixel Stand.
If I need to charge my phone and earbuds simultaneously, I use two wireless chargers. Satechi chargers are well-made and fast. Micro-USB is my only complaint.
The Pixel Stand converts compatible devices into a smart display for adjusting charging speeds and controlling other smart devices. My Pixel 6 Pro charges quickly. Here's my video review.
6. Anker Power Bank
Anker's 65W charger is my final recommendation. This online find was a must-have. This can charge my laptop and several non-wireless devices, perfect for any techie!
The charger has two USB-A ports and two USB-C ports, one with 45W and the other with 20W, so it can charge my iPad Pro and Pixel 6 Pro simultaneously.
Summary
These are some of my favorite office gadgets. My kit page has an updated list.
Links to the products mentioned in this article are in the appropriate sections. These are affiliate links.
You're up! Share the one desk gadget you can't live without and why.

Gareth Willey
3 years ago
I've had these five apps on my phone for a long time.
TOP APPS
Who survives spring cleaning?
Relax. Notion is off-limits. This topic is popular.
(I wrote about it 2 years ago, before everyone else did.) So).
These apps are probably new to you. I hope you find a new phone app after reading this.
Outdooractive
ViewRanger is Google Maps for outdoor enthusiasts.
This app has been so important to me as a freedom-loving long-distance walker and hiker.
This app shows nearby trails and right-of-ways on top of an Open Street Map.
Helpful detail and data. Any route's distance,
You can download and follow tons of routes planned by app users.
This has helped me find new routes and places a fellow explorer has tried.
Free with non-intrusive ads. Years passed before I subscribed. Pro costs £2.23/month.
This app is for outdoor lovers.
Google Files
New phones come with bloatware. These rushed apps are frustrating.
We must replace these apps. 2017 was Google's year.
Files is a file manager. It's quick, innovative, and clean. They've given people what they want.
It's easy to organize files, clear space, and clear cache.
I recommend Gallery by Google as a gallery app alternative. It's quick and easy.
Trainline
App for trains, buses, and coaches.
I've used this app for years. It did the basics well when I first used it.
Since then, it's improved. It's constantly adding features to make traveling easier and less stressful.
Split-ticketing helps me save hundreds a year on train fares. This app is only available in the UK and Europe.
This service doesn't link to a third-party site. Their app handles everything.
Not all train and coach companies use this app. All the big names are there, though.
Here's more on the app.
Battlefield: Mobile
Play Store has 478,000 games. Few can turn my phone into a console.
Call of Duty Mobile and Asphalt 8/9 are examples.
Asphalt's loot boxes and ads make it unplayable. Call of Duty opens with a few ads. Close them to play without hassle.
This game uses all your phone's features to provide a high-quality, seamless experience. If my internet connection is good, I never experience lag or glitches.
The gameplay is energizing and intense, just like on consoles. Sometimes I'm too involved. I've thrown my phone in anger. I'm totally absorbed.
Customizability is my favorite. Since phones have limited screen space, we should only have the buttons we need, placed conveniently.
Size, opacity, and position are modifiable. Adjust audio, graphics, and textures. It's customizable.
This game has been on my phone for three years. It began well and has gotten better. When I think the creators can't do more, they do.
If you play, read my tips for winning a Battle Royale.
Lightroom
As a photographer, I believe your best camera is on you. The phone.
2017 was a big year for this app. I've tried many photo-editing apps since then. This always wins.
The app is dull. I've never seen better photo editing on a phone.
Adjusting settings and sliders doesn't damage or compress photos. It's detailed.
This is important for phone photos, which are lower quality than professional ones.
Some tools are behind a £4.49/month paywall. Adobe must charge a subscription fee instead of selling licenses. (I'm still bitter about Creative Cloud's price)
Snapseed is my pick. Lightroom is where I do basic editing before moving to Snapseed. Snapseed review:
These apps are great. They cover basic and complex editing needs while traveling.
Final Reflections
I hope you downloaded one of these. Share your favorite apps. These apps are scarce.
