Annual Report to CryptoAsset Shareholders
This form shall be used for annual reports and must be filed no later than 60 days after the end of the fiscal year (defined as December 31st at 23:59 UTC).
This form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the report on paper.
Except where information is required to be given for the fiscal year or as of a specified date, it shall be given as of the latest practicable date.
In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
The report must be filed on an openly available third party website, and extensive communication of its location to shareholders should be pursued.
The report must be cryptographically signed by at least the initial share issuer or n members of an n-of-m multisig issuer. These private keys will constitute proof of identity.
Information required by any item or other requirement of this form with respect to any foreign subsidiary may be omitted to the extent that the required disclosure would be detrimental to the registrant. However, financial statements and financial statement schedules, otherwise required, shall not be omitted pursuant to this instruction. Where information is omitted pursuant to this instruction, a statement shall be made that such information has been omitted.
Title of Registrant:
Annual Report for fiscal year ended:
Part 1
Item 1. Business.
Describe the general development of the business of the registrant, its subsidiaries and any predecessor(s) during the past year, or such shorter period as the registrant may have been engaged in business. In describing developments, information shall be given as to matters such as the following: the date at which the registrant was organized and its form of organization; the nature and results of any bankruptcy, receivership or similar proceedings with respect to the registrant or any of its significant subsidiaries; the nature and results of any other material reclassification, merger or consolidation of the registrant or any of its significant subsidiaries; the acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business; and any material changes in the mode of conducting the business.
Report for each segment, as defined by generally accepted accounting principles, revenues from external customers, a measure of profit or loss and total assets. A registrant must report this information for each of the last fiscal year or for as long as it has been in business, whichever period is shorter.
a) Describe the business done and intended to be done by the registrant and its subsidiaries, focusing upon the registrant's dominant segment or each reportable segment about which financial information is presented in the financial statements.
b) The principal products produced and services rendered by the registrant in the segment and the principal markets for, and methods of distribution of, the segment's principal products and services.
c) A description of the status of a product or segment (e.g. whether in the planning stage, whether prototypes exist, the degree to which product design has progressed or whether further engineering is necessary), if there has been a public announcement of, or if the registrant otherwise has made public information about, a new product or segment that would require the investment of a material amount of the assets of the registrant or that otherwise is material. This paragraph is not intended to require disclosure of otherwise nonpublic corporate information the disclosure of which would affect adversely the registrant's competitive position.
d) The importance to the segment and the duration and effect of all patents, trademarks, licenses, franchises and concessions held.
e) The dependence of the segment upon a single customer, or a few customers, the loss of any one or more of which would have a material adverse effect on the segment.
f) The dollar amount of backlog orders believed to be firm, as of a recent date and as of a comparable date in the preceding fiscal year, together with an indication of the portion thereof not reasonably expected to be filled within the current fiscal year, and seasonal or other material aspects of the backlog.
g) Competitive conditions in the business involved including, where material, the identity of the particular markets in which the registrant competes, an estimate of the number of competitors and the registrant's competitive position, if known or reasonably available to the registrant.
Item 1a. Risk Factors.
Where appropriate, provide under the caption “Risk Factors” a discussion of the most significant factors that make the offering speculative or risky. This discussion must be concise and organized logically. Do not present risks that could apply to any issuer or any offering. Explain how the risk affects the issuer or the securities being offered. Set forth each risk factor under a subcaption that adequately describes the risk. The risk factor discussion must immediately follow the summary section. If you do not include a summary section, the risk factor section must immediately follow the cover page of the prospectus or the pricing information section that immediately follows the cover page.
The risk factors may include, among other things, the following:
(1) Your lack of an operating history;
(2) Your lack of profitable operations in recent periods;
(3) Your financial position;
(4) Your business or proposed business; or
(5) The lack of a market for your common equity securities or securities convertible into or exercisable for common equity securities.
Show a ratio of earnings to charges.
Item 1b. Unresolved Shareholder Conflicts. Disclose any conflicts between the registrant and the majority shareholders, as defined by blockchain vote or other cryptographic proof of shareholder majority.
Item 2. Property.
State briefly the general character of the principal servers, miners and other materially important physical properties of the registrant and its subsidiaries. In addition, identify the segment(s), as reported in the financial statements, that use the properties described. If any such property is not held in fee or is held subject to any major encumbrance, so state and describe briefly how held.
Item 3. Legal Proceedings.
Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
Part 2
Item 4. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases and Sales of Equity Securities.
a) Market Information. (i) Identify the principal market or markets in which each class of the registrant's common equity is being traded. Where there is no established public trading market for a class of common equity, furnish a statement to that effect.
(ii) If the principal market for such common equity is an exchange, state the high and low sales prices for the equity for each full quarterly period within the two most recent fiscal years. If the principal market for such common equity is not an exchange, state the range of high and low bid information for the equity for each full quarterly period within the two most recent fiscal years. Provide market price information comparable, to the extent practicable, to that required for a common market standard, such as United States Dollars or Bitcoin, including the source of such information. Such prices shall be stated in the currency in which they are quoted.
b) Holders. List the top 10 holding addresses of each common equity and their combined portion of the total blockchain supply of that equity. Indicate the amount and percentage of present holdings of the registrant's common equity owned beneficially by (i) any person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant's common equity and (ii) each director and nominee and (iii) all directors and officers as a group, and the registrant's present commitments to such persons with respect to the issuance of shares of any class of its common equity.
c) Dividends. State the frequency and amount of any dividends declared on each class of its common equity by the registrant for the two most recent fiscal years. Where there are restrictions that currently materially limit the registrant's ability to pay such dividends or that the registrant reasonably believes are likely to limit materially the future payment of dividends on the common equity so state and either (i) describe briefly (where appropriate quantify) such restrictions, or (ii) cross reference to the specific discussion of such restrictions.
d) Furnish the following information as to all securities of the registrant sold by the registrant within the past three years.
(i) Securities sold. Give the date of sale and the title and amount of securities sold.
(ii) Underwriters and other purchasers. Give the names of the principal underwriters, if any, including exchanges used. As to any such securities not publicly offered, name the persons or identify the class of persons to whom the securities were sold.
(iii) Consideration. As to securities sold for cryptocurrency, state the aggregate offering price and the aggregate underwriting discounts or commissions. As to any securities sold otherwise than for cryptocurrency, state the nature of the transaction and the nature and aggregate amount of consideration received by the registrant.
Item 5. Selected financial data.
Furnish in comparative columnar form the selected financial data for the registrant referred to below for each of the last five fiscal years of the registrant. The purpose of the selected financial data shall be to supply in a convenient and readable format selected financial data which highlight certain significant trends in the registrant's financial condition and results of operations. Subject to appropriate variation to conform to the nature of the registrant's business, the following items shall be included in the table of financial data: net sales or operating revenues; income (loss) from continuing operations; income (loss) from continuing operations per common share; total assets; long-term obligations and dividends declared per common share. Registrants may include additional items which they believe would enhance an understanding of and would highlight other trends in their financial condition and results of operations.
Item 6. Management's discussion and analysis of financial condition and results of operations.
Discuss registrant's financial condition, changes in financial condition and results of operations.
a) Liquidity. Identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant's liquidity increasing or decreasing in any material way. If a material deficiency is identified, indicate the course of action that the registrant has taken or proposes to take to remedy the deficiency. Also identify and separately describe internal and external sources of liquidity, and briefly discuss any material unused sources of liquid assets.
b) Capital resources.
(i) Describe the registrant's material commitments for capital expenditures as of the end of the latest fiscal period, and indicate the general purpose of such commitments and the anticipated source of funds needed to fulfill such commitments.
(ii) Describe any known material trends, favorable or unfavorable, in the registrant's capital resources. Indicate any expected material changes in the mix and relative cost of such resources. The discussion shall consider changes between equity, debt and any off-balance sheet financing arrangements.
c) Results of operations.
(i) Describe any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from continuing operations and, in each case, indicate the extent to which income was so affected. In addition, describe any other significant components of revenues or expenses that, in the registrant's judgment, should be described in order to understand the registrant's results of operations.
(ii) Describe any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. If the registrant knows of events that will cause a material change in the relationship between costs and revenues (such as known future increases in costs of labor or materials or price increases or inventory adjustments), the change in the relationship shall be disclosed.
(iii) To the extent that the financial statements disclose material increases in net sales or revenues, provide a narrative discussion of the extent to which such increases are attributable to increases in prices or to increases in the volume or amount of goods or services being sold or to the introduction of new products or services.
d) Off-balance sheet arrangements.
In a separately-captioned section, discuss the registrant's off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
(i) The nature and business purpose to the registrant of such off-balance sheet arrangements;
(ii) The importance to the registrant of such off-balance sheet arrangements in respect of its liquidity, capital resources, market risk support, credit risk support or other benefits;
(iii) The amounts of revenues, expenses and cash flows of the registrant arising from such arrangements; the nature and amounts of any interests retained, securities issued and other indebtedness incurred by the registrant in connection with such arrangements; and the nature and amounts of any other obligations or liabilities of the registrant arising from such arrangements that are or are reasonably likely to become material and the triggering events or circumstances that could cause them to arise; and
(iv) Any known event, demand, commitment, trend or uncertainty that will result in or is reasonably likely to result in the termination, or material reduction in availability to the registrant, of its off-balance sheet arrangements that provide material benefits to it, and the course of action that the registrant has taken or proposes to take in response to any such circumstances.
Item 7. Annual financial statements.
File an audited balance sheet as of the end of each of the most recent two fiscal years, and audited statements of income, cash flows and changes in stockholders' equity for each of the two fiscal years preceding the date of the most recent audited balance sheet (or such shorter period as the registrant has been in business).