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.

OnChain Wizard
3 years ago
How to make a >800 million dollars in crypto attacking the once 3rd largest stablecoin, Soros style
Everyone is talking about the $UST attack right now, including Janet Yellen. But no one is talking about how much money the attacker made (or how brilliant it was). Lets dig in.
Our story starts in late March, when the Luna Foundation Guard (or LFG) starts buying BTC to help back $UST. LFG started accumulating BTC on 3/22, and by March 26th had a $1bn+ BTC position. This is leg #1 that made this trade (or attack) brilliant.
The second leg comes in the form of the 4pool Frax announcement for $UST on April 1st. This added the second leg needed to help execute the strategy in a capital efficient way (liquidity will be lower and then the attack is on).
We don't know when the attacker borrowed 100k BTC to start the position, other than that it was sold into Kwon's buying (still speculation). LFG bought 15k BTC between March 27th and April 11th, so lets just take the average price between these dates ($42k).
So you have a ~$4.2bn short position built. Over the same time, the attacker builds a $1bn OTC position in $UST. The stage is now set to create a run on the bank and get paid on your BTC short. In anticipation of the 4pool, LFG initially removes $150mm from 3pool liquidity.
The liquidity was pulled on 5/8 and then the attacker uses $350mm of UST to drain curve liquidity (and LFG pulls another $100mm of liquidity).
But this only starts the de-pegging (down to 0.972 at the lows). LFG begins selling $BTC to defend the peg, causing downward pressure on BTC while the run on $UST was just getting started.
With the Curve liquidity drained, the attacker used the remainder of their $1b OTC $UST position ($650mm or so) to start offloading on Binance. As withdrawals from Anchor turned from concern into panic, this caused a real de-peg as people fled for the exits
So LFG is selling $BTC to restore the peg while the attacker is selling $UST on Binance. Eventually the chain gets congested and the CEXs suspend withdrawals of $UST, fueling the bank run panic. $UST de-pegs to 60c at the bottom, while $BTC bleeds out.
The crypto community panics as they wonder how much $BTC will be sold to keep the peg. There are liquidations across the board and LUNA pukes because of its redemption mechanism (the attacker very well could have shorted LUNA as well). BTC fell 25% from $42k on 4/11 to $31.3k
So how much did our attacker make? There aren't details on where they covered obviously, but if they are able to cover (or buy back) the entire position at ~$32k, that means they made $952mm on the short.
On the $350mm of $UST curve dumps I don't think they took much of a loss, lets assume 3% or just $11m. And lets assume that all the Binance dumps were done at 80c, thats another $125mm cost of doing business. For a grand total profit of $815mm (bf borrow cost).
BTC was the perfect playground for the trade, as the liquidity was there to pull it off. While having LFG involved in BTC, and foreseeing they would sell to keep the peg (and prevent LUNA from dying) was the kicker.
Lastly, the liquidity being low on 3pool in advance of 4pool allowed the attacker to drain it with only $350mm, causing the broader panic in both BTC and $UST. Any shorts on LUNA would've added a lot of P&L here as well, with it falling -65% since 5/7.
And for the reply guys, yes I know a lot of this involves some speculation & assumptions. But a lot of money was made here either way, and I thought it would be cool to dive into how they did it.

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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Victoria Kurichenko
2 years ago
Here's what happened after I launched my second product on Gumroad.
One-hour ebook sales, affiliate relationships, and more.
If you follow me, you may know I started a new ebook in August 2022.
Despite publishing on this platform, my website, and Quora, I'm not a writer.
My writing speed is slow, 2,000 words a day, and I struggle to communicate cohesively.
In April 2022, I wrote a successful guide on How to Write Google-Friendly Blog Posts.
I had no email list or social media presence. I've made $1,600+ selling ebooks.
Evidence:
My first digital offering isn't a book.
It's an actionable guide with my tried-and-true process for writing Google-friendly content.
I'm not bragging.
Established authors like Tim Denning make more from my ebook sales with one newsletter.
This experience taught me writing isn't a privilege.
Writing a book and making money online doesn't require expertise.
Many don't consult experts. They want someone approachable.
Two years passed before I realized my own limits.
I have a brain, two hands, and Internet to spread my message.
I wrote and published a second ebook after the first's success.
On Gumroad, I released my second digital product.
Here's my complete Gumroad evaluation.
Gumroad is a marketplace for content providers to develop and sell sales pages.
Gumroad handles payments and client requests. It's helpful when someone sends a bogus payment receipt requesting an ebook (actual story!).
You'll forget administrative concerns after your first ebook sale.
After my first ebook sale, I did this: I made additional cash!
After every sale, I tell myself, "I built a new semi-passive revenue source."
This thinking shift helps me become less busy while increasing my income and quality of life.
Besides helping others, folks sell evergreen digital things to earn passive money.
It's in my second ebook.
I explain how I built and sold 50+ copies of my SEO writing ebook without being an influencer.
I show how anyone can sell ebooks on Gumroad and automate their sales process.
This is my ebook.
After publicizing the ebook release, I sold three copies within an hour.
Wow, or meh?
I don’t know.
The answer is different for everyone.
These three sales came from a small email list of 40 motivated fans waiting for my ebook release.
I had bigger plans.
I'll market my ebook on Medium, my website, Quora, and email.
I'm testing affiliate partnerships this time.
One of my ebook buyers is now promoting it for 40% commission.
Become my affiliate if you think your readers would like my ebook.
My ebook is a few days old, but I'm interested to see where it goes.
My SEO writing book started without an email list, affiliates, or 4,000 website visitors. I've made four figures.
I'm slowly expanding my communication avenues to have more impact.
Even a small project can open doors you never knew existed.
So began my writing career.
In summary
If you dare, every concept can become a profitable trip.
Before, I couldn't conceive of creating an ebook.
How to Sell eBooks on Gumroad is my second digital product.
Marketing and writing taught me that anything can be sold online.

Desiree Peralta
2 years ago
How to Use the 2023 Recession to Grow Your Wealth Exponentially
This season's three best money moves.
“Millionaires are made in recessions.” — Time Capital
We're in a serious downturn, whether or not we're in a recession.
97% of business owners are decreasing costs by more than 10%, and all markets are down 30%.
If you know what you're doing and analyze the markets correctly, this is your chance to become a millionaire.
In any recession, there are always excellent possibilities to seize. Real estate, crypto, stocks, enterprises, etc.
What you do with your money could influence your future riches.
This article analyzes the three key markets, their circumstances for 2023, and how to profit from them.
Ways to make money on the stock market.
If you're conservative like me, you should invest in an index fund. Most of these funds are down 10-30% of ATH:
In earlier recessions, most money index funds lost 20%. After this downturn, they grew and passed the ATH in subsequent months.
Now is the greatest moment to invest in index funds to grow your money in a low-risk approach and make 20%.
If you want to be risky but wise, pick companies that will get better next year but are struggling now.
Even while we can't be 100% confident of a company's future performance, we know some are strong and will have a fantastic year.
Microsoft (down 22%), JPMorgan Chase (15.6%), Amazon (45%), and Disney (33.8%).
These firms give dividends, so you can earn passively while you wait.
So I consider that a good strategy to make wealth in the current stock market is to create two portfolios: one based on index funds to earn 10% to 20% profit when the corrections end, and the other based on individual stocks of popular and strong companies to earn 20%-30% return and dividends while you wait.
How to profit from the downturn in the real estate industry.
With rising mortgage rates, it's the worst moment to buy a home if you don't want to be eaten by banks. In the U.S., interest rates are double what they were three years ago, so buying now looks foolish.
Due to these rates, property prices are falling, but that won't last long since individuals will take advantage.
According to historical data, now is the ideal moment to buy a house for the next five years and perhaps forever.
If you can buy a house, do it. You can refinance the interest at a lower rate with acceptable credit, but not the house price.
Take advantage of the housing market prices now because you won't find a decent deal when rates normalize.
How to profit from the cryptocurrency market.
This is the riskiest market to tackle right now, but it could offer the most opportunities if done appropriately.
The most powerful cryptocurrencies are down more than 60% from last year: $68,990 for BTC and $4,865 for ETH.
If you focus on those two coins, you can make 30%-60% without waiting for them to return to their ATH, and they're low enough to be a solid investment.
I don't encourage trying other altcoins because the crypto market is in crisis and you can lose everything if you're greedy.
Still, the main Cryptos are a good investment provided you store them in an external wallet and follow financial gurus' security advice.
Last thoughts
We can't anticipate a recession until it ends. We can't forecast a market or asset's lowest point, therefore waiting makes little sense.
If you want to develop your wealth, assess the money prospects on all the marketplaces and initiate long-term trades.
Many millionaires are made during recessions because they don't fear negative figures and use them to scale their money.
INTΞGRITY team
3 years ago
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Amendments
Periodically, we may make modifications to these Terms. If we make modifications, we will notify you by sending an email to the address connected with your account, providing an in-product message, or amending the date at the top of these Terms. Unless we specify otherwise in our notification, the modified Terms will take effect immediately, and your continued use of our Services after we issue such notice indicates your acceptance of the changes. If you do not accept the updated Terms, you must cease using our services.
Severability
If any section or portion of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of the other terms.
Miscellaneous INTΞGRITY’s omission to assert or enforce any right or term of these Terms is not a waiver of such right or provision. These Terms and the terms and policies specified in the Other Terms and Policies that May Apply to You Section constitute the complete agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, statements, and understandings between the parties. The section headings in these Terms are for convenience only and have no legal or contractual significance. The use of the word "including" shall be taken to mean "including without limitation." Unless otherwise specified, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights on any other person or entity. You consent to the use of electronic means for our communications and transactions.