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(Edited)
More on Web3 & Crypto
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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.

Sam Bourgi
3 years ago
NFT was used to serve a restraining order on an anonymous hacker.
The international law firm Holland & Knight used an NFT built and airdropped by its asset recovery team to serve a defendant in a hacking case.
The law firms Holland & Knight and Bluestone used a nonfungible token to serve a defendant in a hacking case with a temporary restraining order, marking the first documented legal process assisted by an NFT.
The so-called "service token" or "service NFT" was served to an unknown defendant in a hacking case involving LCX, a cryptocurrency exchange based in Liechtenstein that was hacked for over $8 million in January. The attack compromised the platform's hot wallets, resulting in the loss of Ether (ETH), USD Coin (USDC), and other cryptocurrencies, according to Cointelegraph at the time.
On June 7, LCX claimed that around 60% of the stolen cash had been frozen, with investigations ongoing in Liechtenstein, Ireland, Spain, and the United States. Based on a court judgment from the New York Supreme Court, Centre Consortium, a company created by USDC issuer Circle and crypto exchange Coinbase, has frozen around $1.3 million in USDC.
The monies were laundered through Tornado Cash, according to LCX, but were later tracked using "algorithmic forensic analysis." The organization was also able to identify wallets linked to the hacker as a result of the investigation.
In light of these findings, the law firms representing LCX, Holland & Knight and Bluestone, served the unnamed defendant with a temporary restraining order issued on-chain using an NFT. According to LCX, this system "was allowed by the New York Supreme Court and is an example of how innovation can bring legitimacy and transparency to a market that some say is ungovernable."

Isaac Benson
3 years ago
What's the difference between Proof-of-Time and Proof-of-History?

Blockchain validates transactions with consensus algorithms. Bitcoin and Ethereum use Proof-of-Work, while Polkadot and Cardano use Proof-of-Stake.
Other consensus protocols are used to verify transactions besides these two. This post focuses on Proof-of-Time (PoT), used by Analog, and Proof-of-History (PoH), used by Solana as a hybrid consensus protocol.
PoT and PoH may seem similar to users, but they are actually very different protocols.
Proof-of-Time (PoT)
Analog developed Proof-of-Time (PoT) based on Delegated Proof-of-Stake (DPoS). Users select "delegates" to validate the next block in DPoS. PoT uses a ranking system, and validators stake an equal amount of tokens. Validators also "self-select" themselves via a verifiable random function."
The ranking system gives network validators a performance score, with trustworthy validators with a long history getting higher scores. System also considers validator's fixed stake. PoT's ledger is called "Timechain."
Voting on delegates borrows from DPoS, but there are changes. PoT's first voting stage has validators (or "time electors" putting forward a block to be included in the ledger).
Validators are chosen randomly based on their ranking score and fixed stake. One validator is chosen at a time using a Verifiable Delay Function (VDF).
Validators use a verifiable delay function to determine if they'll propose a Timechain block. If chosen, they validate the transaction and generate a VDF proof before submitting both to other Timechain nodes.
This leads to the second process, where the transaction is passed through 1,000 validators selected using the same method. Each validator checks the transaction to ensure it's valid.
If the transaction passes, validators accept the block, and if over 2/3 accept it, it's added to the Timechain.
Proof-of-History (PoH)
Proof-of-History is a consensus algorithm that proves when a transaction occurred. PoH uses a VDF to verify transactions, like Proof-of-Time. Similar to Proof-of-Work, VDFs use a lot of computing power to calculate but little to verify transactions, similar to (PoW).
This shows users and validators how long a transaction took to verify.
PoH uses VDFs to verify event intervals. This process uses cryptography to prevent determining output from input.
The outputs of one transaction are used as inputs for the next. Timestamps record the inputs' order. This checks if data was created before an event.
PoT vs. PoH
PoT and PoH differ in that:
PoT uses VDFs to select validators (or time electors), while PoH measures time between events.
PoH uses a VDF to validate transactions, while PoT uses a ranking system.
PoT's VDF-elected validators verify transactions proposed by a previous validator. PoH uses a VDF to validate transactions and data.
Conclusion
Both Proof-of-Time (PoT) and Proof-of-History (PoH) validate blockchain transactions differently. PoT uses a ranking system to randomly select validators to verify transactions.
PoH uses a Verifiable Delay Function to validate transactions, verify how much time has passed between two events, and allow validators to quickly verify a transaction without malicious actors knowing the input.
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Rick Blyth
3 years ago
Looking for a Reliable Micro SaaS Niche
Niches are rich, as the adage goes.
Micro SaaS requires a great micro-niche; otherwise, it's merely plain old SaaS with a large audience.
Instead of targeting broad markets with few identifying qualities, specialise down to a micro-niche. How would you target these users?
Better go tiny. You'll locate and engage new consumers more readily and serve them better with a customized solution.
Imagine you're a real estate lawyer looking for a case management solution. Because it's so specific to you, you'd be lured to this link:
instead of below:
Next, locate mini SaaS niches that could work for you. You're not yet looking at the problems/solutions in these areas, merely shortlisting them.
The market should be growing, not shrinking
We shouldn't design apps for a declining niche. We intend to target stable or growing niches for the next 5 to 10 years.
If it's a developing market, you may be able to claim a stake early. You must balance this strategy with safer, longer-established niches (accountancy, law, health, etc).
First Micro SaaS apps I designed were for Merch By Amazon creators, a burgeoning niche. I found this niche when searching for passive income.
Graphic designers and entrepreneurs post their art to Amazon to sell on clothes. When Amazon sells their design, they get a royalty. Since 2015, this platform and specialty have grown dramatically.
Amazon doesn't publicize the amount of creators on the platform, but it's possible to approximate by looking at Facebook groups, Reddit channels, etc.
I could see the community growing week by week, with new members joining. Merch was an up-and-coming niche, and designers made money when their designs sold. All I had to do was create tools that let designers focus on making bestselling designs.
Look at the Google Trends graph below to see how this niche has evolved and when I released my apps and resigned my job.
Are the users able to afford the tools?
Who's your average user? Consumer or business? Is your solution budgeted?
If they're students, you'll struggle to convince them to subscribe to your study-system app (ahead of video games and beer).
Let's imagine you designed a Shopify plugin that emails customers when a product is restocked. If your plugin just needs 5 product sales a month to justify its cost, everyone wins (just be mindful that one day Shopify could potentially re-create your plugins functionality within its core offering making your app redundant ).
Do specialized users buy tools? If so, that's comforting. If not, you'd better have a compelling value proposition for your end customer if you're the first.
This should include how much time or money your program can save or make the user.
Are you able to understand the Micro SaaS market?
Ideally, you're already familiar about the industry/niche. Maybe you're fixing a challenge from your day job or freelance work.
If not, evaluate how long it would take to learn the niche's users. Health & Fitness is easier to relate to and understand than hedge fund derivatives trading.
Competing in these complex (and profitable) fields might offer you an edge.
B2C, B2M, or B2B?
Consider your user base's demographics. Will you target businesses, consumers, or both? Let's examine the different consumer types:
B2B refers to business-to-business transactions where customers are other businesses. UpVoty, Plutio, Slingshot, Salesforce, Atlassian, and Hubspot are a few examples of SaaS, ranging from Micro SaaS to SaaS.
Business to Consumer (B2C), in which your clients are people who buy things. For instance, Duolingo, Canva, and Nomad List.
For instance, my tool KDP Wizard has a mixed user base of publishing enterprises and also entrepreneurial consumers selling low-content books on Amazon. This is a case of business to many (B2M), where your users are a mixture of businesses and consumers. There is a large SaaS called Dropbox that offers both personal and business plans.
Targeting a B2B vs. B2C niche is very different. The sales cycle differs.
A B2B sales staff must make cold calls to potential clients' companies. Long sales, legal, and contractual conversations are typically required for each business to get the go-ahead. The cost of obtaining a new customer is substantially more than it is for B2C, despite the fact that the recurring fees are significantly higher.
Since there is typically only one individual making the purchasing decision, B2C signups are virtually always self-service with reduced recurring fees. Since there is typically no outbound sales staff in B2C, acquisition costs are significantly lower than in B2B.
User Characteristics for B2B vs. B2C
Consider where your niche's users congregate if you don't already have a presence there.
B2B users frequent LinkedIn and Twitter. B2C users are on Facebook/Instagram/Reddit/Twitter, etc.
Churn is higher in B2C because consumers haven't gone through all the hoops of a B2B sale. Consumers are more unpredictable than businesses since they let their bank cards exceed limitations or don't update them when they expire.
With a B2B solution, there's a contractual arrangement and the firm will pay the subscription as long as they need it.
Depending on how you feel about the above (sales team vs. income vs. churn vs. targeting), you'll know which niches to pursue.
You ought to respect potential customers.
Would you hang out with customers?
You'll connect with users at conferences (in-person or virtual), webinars, seminars, screenshares, Facebook groups, emails, support calls, support tickets, etc.
If talking to a niche's user base makes you shudder, you're in for a tough road. Whether they're demanding or dull, avoid them if possible.
Merch users are mostly graphic designers, side hustlers, and entrepreneurs. These laid-back users embrace technologies that assist develop their Merch business.
I discovered there was only one annual conference for this specialty, held in Seattle, USA. I decided to organize a conference for UK/European Merch designers, despite never having done so before.
Hosting a conference for over 80 people was stressful, and it turned out to be much bigger than expected, with attendees from the US, Europe, and the UK.
I met many specialized users, built relationships, gained trust, and picked their brains in person. Many of the attendees were already Merch Wizard users, so hearing their feedback and ideas for future features was invaluable.
focused and specific
Instead of building for a generic, hard-to-reach market, target a specific group.
I liken it to fishing in a little, hidden pond. This small pond has only one species of fish, so you learn what bait it likes. Contrast that with trawling for hours to catch as many fish as possible, even if some aren't what you want.
In the case management scenario, it's difficult to target leads because several niches could use the app. Where do your potential customers hang out? Your generic solution: No.
It's easier to join a community of Real Estate Lawyers and see if your software can answer their pain points.
My Success with Micro SaaS
In my case, my Micro SaaS apps have been my chrome extensions. Since I launched them, they've earned me an average $10k MRR, allowing me to quit my lousy full-time job years ago.
I sold my apps after scaling them for a life-changing lump amount. Since then, I've helped unfulfilled software developers escape the 9-5 through Micro SaaS.
Whether it's a profitable side hustle or a liferaft to quit their job and become their own Micro SaaS boss.
Having built my apps to the point where I could quit my job, then scaled and sold them, I feel I can share my skills with software developers worldwide.
Read my free guide on self-funded SaaS to discover more about Micro SaaS, or download your own copy. 12 chapters cover everything from Idea to Exit.
Watch my YouTube video to learn how to construct a Micro SaaS app in 10 steps.

Hudson Rennie
3 years ago
Meet the $5 million monthly controversy-selling King of Toxic Masculinity.
Trigger warning — Andrew Tate is running a genius marketing campaign
Andrew Tate is a 2022 internet celebrity.
Kickboxing world champion became rich playboy with controversial views on gender roles.
Andrew's get-rich-quick scheme isn't new. His social media popularity is impressive.
He’s currently running one of the most genius marketing campaigns in history.
He pulls society's pendulum away from diversity and inclusion and toward diversion and exclusion. He's unstoppable.
Here’s everything you need to know about Andrew Tate. And how he’s playing chess while the world plays checkers.
Cobra Tate is the name he goes by.
American-born, English-raised entrepreneur Andrew Tate lives in Romania.
Romania? Says Andrew,
“I prefer a country in which corruption is available to everyone.”
Andrew was a professional kickboxer with the ring moniker Cobra before starting Hustlers University.
Before that, he liked chess and worshipped his father.
Emory Andrew Tate III is named after his grandmaster chess player father.
Emory was the first black-American chess champion. He was military, martial arts-trained, and multilingual. A superhuman.
He lived in his car to make ends meet.
Andrew and Tristan relocated to England with their mother when their parents split.
It was there that Andrew began his climb toward becoming one of the internet’s greatest villains.
Andrew fell in love with kickboxing.
Andrew spent his 20s as a professional kickboxer and reality TV star, featuring on Big Brother UK and The Ultimate Traveller.
These 3 incidents, along with a chip on his shoulder, foreshadowed Andrews' social media breakthrough.
Chess
Combat sports
Reality television
A dangerous trio.
Andrew started making money online after quitting kickboxing in 2017 due to an eye issue.
Andrew didn't suddenly become popular.
Andrew's web work started going viral in 2022.
Due to his contentious views on patriarchy and gender norms, he's labeled the King of Toxic Masculinity. His most contentious views (trigger warning):
“Women are intrinsically lazy.”
“Female promiscuity is disgusting.”
“Women shouldn’t drive cars or fly planes.”
“A lot of the world’s problems would be solved if women had their body count tattooed on their foreheads.”
Andrew's two main beliefs are:
“These are my personal opinions based on my experiences.”
2. “I believe men are better at some things and women are better at some things. We are not equal.”
Andrew intentionally offends.
Andrew's thoughts began circulating online in 2022.
In July 2022, he was one of the most Googled humans, surpassing:
Joe Biden
Donald Trump
Kim Kardashian
Andrews' rise is a mystery since no one can censure or suppress him. This is largely because Andrew nor his team post his clips.
But more on that later.
Andrew's path to wealth.
Andrew Tate is a self-made millionaire. His morality is uncertain.
Andrew and Tristan needed money soon after retiring from kickboxing.
“I owed some money to some dangerous people. I had $70K and needed $100K to stay alive.”
Andrews lost $20K on roulette at a local casino.
Andrew had one week to make $50,000, so he started planning. Andrew locked himself in a chamber like Thomas Edison to solve an energy dilemma.
He listed his assets.
Physical strength (but couldn’t fight)
a BMW (worth around $20K)
Intelligence (but no outlet)
A lightbulb.
He had an epiphany after viewing a webcam ad. He sought aid from women, ironically. His 5 international girlfriends are assets.
Then, a lightbulb.
Andrew and Tristan messaged and flew 7 women to a posh restaurant. Selling desperation masked as opportunity, Andrew pitched his master plan:
A webcam business — with a 50/50 revenue split.
5 women left.
2 stayed.
Andrew Tate, a broke kickboxer, became Top G, Cobra Tate.
The business model was simple — yet sad.
Andrew's girlfriends moved in with him and spoke online for 15+ hours a day. Andrew handled ads and equipment as the women posed.
Andrew eventually took over their keyboards, believing he knew what men wanted more than women.
Andrew detailed on the Full Send Podcast how he emotionally manipulated men for millions. They sold houses, automobiles, and life savings to fuel their companionship addiction.
When asked if he felt bad, Andrew said,
“F*ck no.“
Andrew and Tristan wiped off debts, hired workers, and diversified.
Tristan supervised OnlyFans models.
Andrew bought Romanian casinos and MMA league RXF (Real Xtreme Fighting).
Pandemic struck suddenly.
Andrew couldn't run his 2 businesses without a plan. Another easy moneymaker.
He banked on Hustlers University.
The actual cause of Andrew's ubiquity.
On a Your Mom’s House episode Andrew's 4 main revenue sources:
Hustler’s University
2. Owning casinos in Romania
3. Owning 10% of the Romanian MMA league “RXF”
4. “The War Room” — a society of rich and powerful men
When the pandemic hit, 3/4 became inoperable.
So he expanded Hustlers University.
But what is Hustler’s University?
Andrew says Hustlers University teaches 18 wealth-building tactics online. Examples:
Real estate
Copywriting
Amazon FBA
Dropshipping
Flipping Cryptos
How to swiftly become wealthy.
Lessons are imprecise, rudimentary, and macro-focused, say reviews. Invest wisely, etc. Everything is free online.
You pay for community. One unique income stream.
The only money-making mechanism that keeps the course from being a scam.
The truth is, many of Andrew’s students are actually making money. Maybe not from the free YouTube knowledge Andrew and his professors teach in the course, but through Hustler’s University’s affiliate program.
Affiliates earn 10% commission for each new student = $5.
Students can earn $10 for each new referral in the first two months.
Andrew earns $50 per membership per month.
This affiliate program isn’t anything special — in fact, it’s on the lower end of affiliate payouts. Normally, it wouldn’t be very lucrative.
But it has one secret weapon— Andrew and his viral opinions.
Andrew is viral. Andrew went on a media tour in January 2022 after appearing on Your Mom's House.
And many, many more…
He chatted with Twitch streamers. Hustlers University wanted more controversy (and clips).
Here’s the strategy behind Hustler’s University that has (allegedly) earned students upwards of $10K per month:
Make a social media profile with Andrew Tates' name and photo.
Post any of the online videos of Andrews that have gone viral.
Include a referral link in your bio.
Effectively simple.
Andrew's controversy attracts additional students. More student clips circulate as more join. Andrew's students earn more and promote the product as he goes viral.
A brilliant plan that's functioning.
At the beginning of his media tour, Hustler’s University had 5,000 students. 6 months in, and he now has over 100,000.
One income stream generates $5 million every month.
Andrew's approach is not new.
But it is different.
In the early 2010s, Tai Lopez dominated the internet.
His viral video showed his house.
“Here in my garage. Just bought this new Lamborghini.”
Tais' marketing focused on intellect, not strength, power, and wealth to attract women.
How reading quicker leads to financial freedom in 67 steps.
Years later, it was revealed that Tai Lopez rented the mansion and Lamborghini as a marketing ploy to build social proof. Meanwhile, he was living in his friend’s trailer.
Faked success is an old tactic.
Andrew is doing something similar. But with one major distinction.
Andrew outsources his virality — making him nearly impossible to cancel.
In 2022, authorities searched Andrews' estate over human trafficking suspicions. Investigation continues despite withdrawn charges.
Andrew's divisive nature would normally get him fired. Andrew's enterprises and celebrity don't rely on social media.
He doesn't promote or pay for ads. Instead, he encourages his students and anyone wishing to get rich quick to advertise his work.
Because everything goes through his affiliate program. Old saying:
“All publicity is good publicity.”
Final thoughts: it’s ok to feel triggered.
Tate is divisive.
His emotionally charged words are human nature. Andrews created the controversy.
It's non-personal.
His opinions are those of one person. Not world nor generational opinion.
Briefly:
It's easy to understand why Andrews' face is ubiquitous. Money.
The world wide web is a chessboard. Misdirection is part of it.
It’s not personal, it’s business.
Controversy sells
Sometimes understanding the ‘why’, can help you deal with the ‘what.’

M.G. Siegler
3 years ago
Apple: Showing Ads on Your iPhone
This report from Mark Gurman has stuck with me:
In the News and Stocks apps, the display ads are no different than what you might get on an ad-supported website. In the App Store, the ads are for actual apps, which are probably more useful for Apple users than mortgage rates. Some people may resent Apple putting ads in the News and Stocks apps. After all, the iPhone is supposed to be a premium device. Let’s say you shelled out $1,000 or more to buy one, do you want to feel like Apple is squeezing more money out of you just to use its standard features? Now, a portion of ad revenue from the News app’s Today tab goes to publishers, but it’s not clear how much. Apple also lets publishers advertise within their stories and keep the vast majority of that money. Surprisingly, Today ads also appear if you subscribe to News+ for $10 per month (though it’s a smaller number).
I use Apple News often. It's a good general news catch-up tool, like Twitter without the BS. Customized notifications are helpful. Fast and lovely. Except for advertisements. I have Apple One, which includes News+, and while I understand why the magazines still have brand ads, it's ridiculous to me that Apple enables web publishers to introduce awful ads into this experience. Apple's junky commercials are ridiculous.
We know publishers want and probably requested this. Let's keep Apple News ad-free for the much smaller percentage of paid users, and here's your portion. (Same with Stocks, which is more sillier.)
Paid app placement in the App Store is a wonderful approach for developers to find new users (though far too many of those ads are trying to trick users, in my opinion).
Apple is also planning to increase ads in its Maps app. This sounds like Google Maps, and I don't like it. I never find these relevant, and they clutter up the user experience. Apple Maps now has a UI advantage (though not a data/search one, which matters more).
Apple is nickel-and-diming its customers. We spend thousands for their products and premium services like Apple One. We all know why: income must rise, and new firms are needed to scale. This will eventually backfire.