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.

Nitin Sharma
2 years ago
Web3 Terminology You Should Know
The easiest online explanation.
Web3 is growing. Crypto companies are growing.
Instagram, Adidas, and Stripe adopted cryptocurrency.
Bitcoin and other cryptocurrencies made web3 famous.
Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.
Since we don't understand web3, I'll help you today.
Let’s go.
1. Web3
It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.
There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).
Web 2.0 websites are interactive. Twitter, Medium, and YouTube.
Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.
They can influence the audience's mind since they have control.
Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.
We need a decentralized, uncontrollable system.
And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.
Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.
2. Cryptocurrencies:
No need to elaborate.
Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.
Programs must interact with cryptocurrencies.
3. Blockchain:
Blockchain facilitates bitcoin transactions, investments, and earnings.
This technology governs Web3. It underpins the web3 environment.
Let us delve much deeper.
Blockchain is simple. However, the name expresses the meaning.
Blockchain is a chain of blocks.
Let's use an image if you don't understand.
The graphic above explains blockchain. Think Blockchain. The block stores related data.
Here's more.
4. Smart contracts
Programmers and developers must write programs. Smart contracts are these blockchain apps.
That’s reasonable.
Decentralized web3.0 requires immutable smart contracts or programs.
5. NFTs
Blockchain art is NFT. Non-Fungible Tokens.
Explaining Non-Fungible Token may help.
Two sorts of tokens:
These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.
Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.
Right now, Companies and even individuals are currently developing worthless NFTs.
The concept of NFTs is much improved when properly handled.
6. Dapp
Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.
Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.
7. DAOs
DAOs are member-owned and governed.
Consider it a company with a core group of contributors.
8. DeFi
We all utilize centrally regulated financial services. We fund these banks.
If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.
We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.
DeFi was built for such issues.
Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.
Web3 beginners should start with these resources.

Yusuf Ibrahim
3 years ago
How to sell 10,000 NFTs on OpenSea for FREE (Puppeteer/NodeJS)
So you've finished your NFT collection and are ready to sell it. Except you can't figure out how to mint them! Not sure about smart contracts or want to avoid rising gas prices. You've tried and failed with apps like Mini mouse macro, and you're not familiar with Selenium/Python. Worry no more, NodeJS and Puppeteer have arrived!
Learn how to automatically post and sell all 1000 of my AI-generated word NFTs (Nakahana) on OpenSea for FREE!
My NFT project — Nakahana |
NOTE: Only NFTs on the Polygon blockchain can be sold for free; Ethereum requires an initiation charge. NFTs can still be bought with (wrapped) ETH.
If you want to go right into the code, here's the GitHub link: https://github.com/Yusu-f/nftuploader
Let's start with the knowledge and tools you'll need.
What you should know
You must be able to write and run simple NodeJS programs. You must also know how to utilize a Metamask wallet.
Tools needed
- NodeJS. You'll need NodeJs to run the script and NPM to install the dependencies.
- Puppeteer – Use Puppeteer to automate your browser and go to sleep while your computer works.
- Metamask – Create a crypto wallet and sign transactions using Metamask (free). You may learn how to utilize Metamask here.
- Chrome – Puppeteer supports Chrome.
Let's get started now!
Starting Out
Clone Github Repo to your local machine. Make sure that NodeJS, Chrome, and Metamask are all installed and working. Navigate to the project folder and execute npm install. This installs all requirements.
Replace the “extension path” variable with the Metamask chrome extension path. Read this tutorial to find the path.
Substitute an array containing your NFT names and metadata for the “arr” variable and the “collection_name” variable with your collection’s name.
Run the script.
After that, run node nftuploader.js.
Open a new chrome instance (not chromium) and Metamask in it. Import your Opensea wallet using your Secret Recovery Phrase or create a new one and link it. The script will be unable to continue after this but don’t worry, it’s all part of the plan.
Next steps
Open your terminal again and copy the route that starts with “ws”, e.g. “ws:/localhost:53634/devtools/browser/c07cb303-c84d-430d-af06-dd599cf2a94f”. Replace the path in the connect function of the nftuploader.js script.
const browser = await puppeteer.connect({ browserWSEndpoint: "ws://localhost:58533/devtools/browser/d09307b4-7a75-40f6-8dff-07a71bfff9b3", defaultViewport: null });
Rerun node nftuploader.js. A second tab should open in THE SAME chrome instance, navigating to your Opensea collection. Your NFTs should now start uploading one after the other! If any errors occur, the NFTs and errors are logged in an errors.log file.
Error Handling
The errors.log file should show the name of the NFTs and the error type. The script has been changed to allow you to simply check if an NFT has already been posted. Simply set the “searchBeforeUpload” setting to true.
We're done!
If you liked it, you can buy one of my NFTs! If you have any concerns or would need a feature added, please let me know.
Thank you to everyone who has read and liked. I never expected it to be so popular.
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Jason Kottke
3 years ago
Lessons on Leadership from the Dancing Guy
This is arguably the best three-minute demonstration I've ever seen of anything. Derek Sivers turns a shaky video of a lone dancing guy at a music festival into a leadership lesson.
A leader must have the courage to stand alone and appear silly. But what he's doing is so straightforward that it's almost instructive. This is critical. You must be simple to follow!
Now comes the first follower, who plays an important role: he publicly demonstrates how to follow. The leader embraces him as an equal, so it's no longer about the leader — it's about them, plural. He's inviting his friends to join him. It takes courage to be the first follower! You stand out and dare to be mocked. Being a first follower is a style of leadership that is underappreciated. The first follower elevates a lone nut to the position of leader. If the first follower is the spark that starts the fire, the leader is the flint.
This link was sent to me by @ottmark, who noted its resemblance to Kurt Vonnegut's three categories of specialists required for revolution.
The rarest of these specialists, he claims, is an actual genius – a person capable generating seemingly wonderful ideas that are not widely known. "A genius working alone is generally dismissed as a crazy," he claims.
The second type of specialist is much easier to find: a highly intellectual person in good standing in his or her community who understands and admires the genius's new ideas and can attest that the genius is not insane. "A person like him working alone can only crave loudly for changes, but fail to say what their shapes should be," Slazinger argues.
Jeff Veen reduced the three personalities to "the inventor, the investor, and the evangelist" on Twitter.

Nick Nolan
3 years ago
How to Make $1,037,100 in 4 Months with This Weird Website
One great idea might make you rich.
Imagine having a million-dollar concept in college that made a million.
2005 precisely.
Alex Tew, 21, from Wiltshire, England, created The Million Dollar Homepage in August 2005. The idea is basic but beyond the ordinary, which is why it worked.
Alex built a 1,000,000-pixel webpage.
Each website pixel would cost $1. Since pixels are hard to discern, he sold 10x10 squares for $100.
He'd make a million if all the spots sold.
He may have thought about NFTs and the Metaverse decades ago.
MillionDollarHomepage.com launched in 2005.
Businesses and individuals could buy a website spot and add their logo, website link, and tagline. You bought an ad, but nobody visited the website.
If a few thousand people visited the website, it could drive traffic to your business's site.
Alex promised buyers the website would be up for 5 years, so it was a safe bet.
Alex's friend with a music website was the first to buy real estate on the site. Within two weeks, 4,700 pixels sold, and a tracker showed how many were sold and available.
Word-of-mouth marketing got the press's attention quickly. Everyone loves reading about new ways to make money, so it was a good news story.
By September, over 250,000 pixels had been sold, according to a BBC press release.
Alex and the website gained more media and public attention, so traffic skyrocketed. Two months after the site launched, 1,400 customers bought more than 500,000 pixels.
Businesses bought online real estate. They heard thousands visited the site, so they could get attention cheaply.
Unless you bought a few squares, I'm not sure how many people would notice your ad or click your link.
A sponge website owner emailed Alex:
“We tried Million Dollar Homepage because we were impressed at the level of ingenuity and the sheer simplicity of it. If we’re honest, we didn’t expect too much from it. Now, as a direct result, we are pitching for £18,000 GBP worth of new clients and have seen our site traffic increase over a hundred-fold. We’re even going to have to upgrade our hosting facility! It’s been exceptional.”
Web.archive.org screenshots show how the website changed.
“The idea is to create something of an internet time capsule: a homepage that is unique and permanent. Everything on the internet keeps changing so fast, it will be nice to have something that stays solid and permanent for many years. You can be a part of that!” Alex Tew, 2005
The last 1,000 pixels were sold on January 1, 2006.
By then, the homepage had hundreds of thousands of monthly visitors. Alex put the last space on eBay due to high demand.
MillionDollarWeightLoss.com won the last pixels for $38,100, bringing revenue to $1,037,100 in 4 months.
Many have tried to replicate this website's success. They've all failed.
This idea only worked because no one had seen this website before.
This winner won't be repeated, but it should inspire you to try something new and creative.
Still popular, you could buy one of the linked domains. You can't buy pixels, but you can buy an expired domain.
One link I clicked costs $59,888.
You'd own a piece of internet history if you spent that much on a domain.
Someone bought stablesgallery.co.uk after the domain expired and restored it.
Many of the linked websites have expired or been redirected, but some still link to the original. I couldn't find sponge's website. Can you?
This is a great example of how a simple creative idea can go viral.
Comment on this amazing success story.

Jano le Roux
3 years ago
The Real Reason Adobe Just Paid $20 billion for Figma
Sketch or Figma?
Designers are pissed.
The beast ate the beauty.
Figma deserves $20B.
Do designers deserve Adobe?
Adobe devours new creative tools and spits them out with a slimy Adobe aftertaste.
Frame.io — $1.3B
Magento — $1.7B
Macromedia — $3.6B
Nothing compares to the risky $20B acquisition.
If they can't be beaten, buy them.
And then make them boring.
Adobe's everywhere.
Like that friend who dabbles in everything creatively, there's not enough time to master one thing.
Figma was Adobe's thigh-mounted battle axe.
a UX design instrument with a sizable free tier.
a UX design tool with a simple and quick user interface.
a tool for fluid collaboration in user experience design.
a web-based UX design tool that functions well.
a UX design tool with a singular goal of perfection.
UX design software that replaced Adobe XD.
Adobe XD could do many of Figma's things, but it didn't focus on the details. This is a major issue when working with detail-oriented professionals.
UX designers.
Design enthusiasts first used Figma. More professionals used it. Institutions taught it. Finally, major brands adopted Figma.
Adobe hated that.
Adobe dispatched a team of lawyers to resolve the Figma issue, as big companies do. Figma didn’t bite for months.
Oh no.
Figma resisted.
Figma helped designers leave Adobe. Figma couldn't replace Photoshop, but most designers used it to remove backgrounds.
Online background removal tools improved.
The Figma problem grew into a thorn, a knife, and a battle ax in Adobe's soft inner thigh.
Figma appeared to be going public. Adobe couldn’t allow that. It bought Figma for $20B during the IPO drought.
Adobe has a new issue—investors are upset.
The actual cause of investors' ire toward Adobe
Spoiler: The math just doesn’t add up.
According to Adobe's press release, Figma's annual recurring revenue (ARR) is $400M and growing rapidly.
The $20B valuation requires a 50X revenue multiple, which is unheard of.
Venture capitalists typically use:
10% to 29% growth per year: ARR multiplied by 1 to 5
30% to 99% growth per year: ARR multiplied by 6 to 10
100% to 400% growth per year: ARR multiplied by 10 to 20
Showing an investor a 50x multiple is like telling friends you saw a UFO. They'll think you're crazy.
Adobe's stock fell immediately after the acquisition because it didn't make sense to a number-cruncher.
Designers started a Tweet storm in the digital town hall where VCs and designers often meet.
Adobe acquired Workfront for $1.5 billion at the end of 2020. This purchase made sense for investors.
Many investors missed the fact that Adobe is acquiring Figma not only for its ARR but also for its brilliant collaboration tech.
Adobe could use Figmas web app technology to make more products web-based to compete with Canva.
Figma's high-profile clients could switch to Adobe's enterprise software.
However, questions arise:
Will Adobe make Figma boring?
Will Adobe tone down Figma to boost XD?
Would you ditch Adobe and Figma for Sketch?
