DEMO Trading Corp Underwriting Policies
Preamble and Introduction
A) Fundamentally, the purpose of this stock market simulation game is to provide opportunity for companies to raise capital to grow their virtual business. This is accomplished by selling a true .virtual. ownership interest in the company to investors. Such ownership interest is tabulated by the issuance of stock certificates (shares), or bonds to the investor. Each share represents a fractional ownership interest in the company, with all shares collectively representing 100% of the company's ownership, its assets and other entitlements.
B1) Upon such sale of stock, the owners, officers, and executives of the selling company obligate themselves with a fiduciary responsibility to the shareholders. Such obligation is inseverable - the rights of shareholders are equal to officers rights on a share for share basis. The shareholders are equity owners of the underlying company and are thus entitled to participate in many corporate governance decisions and ANY distribution of company profits on a pro rata, per-share basis.
B2) Upon such sale of bonds, the owners, officers, and executives of the selling company obligate themselves with a fiduciary responsibility to the bondholders. Such obligation is inseverable - the rights of bondholders are granted in the bond contract and the contract may not be changed without the agreement of all of the bond holders. (Or per the contractual contract alteration requirements)
C) Historically, the role of a stock exchange has been to simply provide an efficient clearinghouse for the transactional transfer of the ownership interest in companies as represented by the issued Stock Certificates (Shares). For a fee, an Exchange collects and distributes the shares and serves in trust as an intermediary in the transfer of value between parties. The clearinghouse/Exchange affords buyers and sellers the ability to quickly and easily transfer ownership interests in the underlying company.
D) In the Real World, such transactions are regulated by a variety of governmental agencies that establish policy and administer rules of conduct for all participants within the market. There are also other governmental agencies that monitor and enforce such policies and rules as a matter of law. To date, within the sometimes peculiar virtual world economy no such regulatory agencies have emerged to independently adjudicate disputes among market participants. The Virtual Stock Exchanges, individual Investors and participating companies have been left to their own resources in that regard, often with abysmal results and ultimately satisfying the needs of none of its participants.
E) The operators of DEMO-TC endeavor to provide a Virtual Stock Market simulation game that equally values the needs of the individual investor and the entrepreneurial desires of companies that market or trade stock on our Exchange. As a self-regulated Exchange, we seek to find an equitable balance between the competing interests of the counter-parties without asserting undue influence on the overall market. At best, this is a delicate dance - the principals of DEMO-TC collectively own a large percentage of the authorized and issued shares of the various companies that trade here, and also often hold positions of significant influence as Board Members and Directors of several companies that trade here.
F) We encourage articulate debate and discourse where practical. Our Policy revisions are usually a direct result of such discourse, however, investors and officers alike must remain mindful that we, as a body, generally lack the authority and regulatory framework to resolve many conflicts. All participants here are cautioned therefore to self-monitor and mitigate their own risks as we are unlikely to be able to help you recover your virtual currency in the event of a catastrophic company failure, underwriting deficiency, fraud, or changes in policies as implemented, administered and supported by DEMO-TC.
DEMO Trading Corp (DEMO-TC) is a fictional stock market simulation game for educational and entertainment purposes owned and operated by DEMO-TC project shareholders. As an entity, DEMO-TC operates within the virtual online internet environment via our website at http://www.demo.btct.co.
The virtual currency environment includes a "Currency" called "BTC". As specified in the open source BTC client and official website, the BTC "currency" is a limited use experiment in cryptographic virtual currency, and is not redeemable for monetary value from it's creators. Similarly, DEMO-TC offers no capability for conversion of (BTC) to legal-tender currencies including $USD. DEMO-TC is NOT affiliated with the BTC programming team.
DEMO-TC as designed and offered is a SERIOUS SIMULATION. The participants here PLAY FOR KEEPS. Their time commitment and BTC-based holdings represent a considerable investment in BTC and our community. As such, the IPO UNDERWRITING and CONTINUED LISTING POLICIES described herein will be ENFORCED VIGOROUSLY by DEMO-TC Management.
Collectively, these and other Policy Documents as published and ammended from time-to-time shall constitute our RULES and REGULATIONS and TOGETHER IN WHOLE OR IN PART shall be used as the primary and authoritative resource for administrative decisions, enforcement and dispute resolution for any issues that may arise in DEMO-TC's daily operation.
In the absence of a definitive RULE, the decisions of DEMO-TC Management shall prevail at its sole discretion. Your use of the software loaded at demo.btct.co in any manner constitutes acceptance of these terms unconditionally and without reservation to any provision herein.
INVESTOR -Any DEMO-TC REGISTERED USER who "BUYS", "SELLS" or "TRADES" the "STOCKS", "SHARES", "SECURITIES", "CERTIFICATES", "BTC" or any other "UNIT OF MEASURE" offered in whole or part via the demo.btct.co website.
MEMBER COMPANY - Any "ENTITY" or "ORGANIZATION" (fictitious or otherwise) that "OFFERS FOR SALE, TRANSFER OR TRADE" ANY "OWNERSHIP INTEREST or INVESTMENT" in any manner (whole or fractional) via the demo.btct.co website.
PUBLIC COMPANY - Any "ENTITY" or "ORGANIZATION" (fictional or otherwise) whose "FRACTIONAL OWNERSHIP INTERESTS" (ie; STOCK or SHARES) are "OFFERED FOR SALE, TRANSFER OR TRADE" in whole or part via the demo.btct.co website.
AFFILIATE - Any "ENTITY" or "ORGANIZATION" (fictional or otherwise) that offers "SERVICES" (regardless of compensation) as an "AGENT", "BROKER", "MARKET-MAKER", etc. IN COOPERATION and WITH PERMISSION of DEMO-TC.
IPO CANDIDATE - Any "ENTITY" or "ORGANIZATION" (fictional or otherwise) that "SUBMITS AN APPLICATION for an INITIAL PUBLIC OFFERING" (ie; OFFERS ANY PORTION OF THEIR ENTITY FOR SALE TO INVESTORS) via the demo.btct.co website.
OFFICER or EXECUTIVE - Any Person (REAL, FICTICIOUS, or AVATAR) having fiduciary or administrative responsibility regardless of title (OWNER, CHAIRMAN, CEO, etc.) of any entity as conferred by a "CHARTER", "PROSPECTUS", "VOTE" or any other method.
SHAREHOLDER - Any Person (REAL, FICTICIOUS, or AVATAR) having a RIGHTFUL CLAIM to any FRACTIONAL OWNERSHIP INTEREST in a PUBLIC COMPANY as evidenced by any RIGHTFUL CLAIM or possession of "STOCKS", "SHARES", etc. representative thereof.
STOCK EXCHANGE - As used herein, all of the software that "RECORDS", "TABULATES" and otherwise facilitates "INTERMEDIATION and TRANSFER" of any "UNIT OF MEASURE" between transactional counter-parties via the demo.btct.co website.
CURRENCY - As used herein, exclusively "BTC" (or simply ฿), a limited-license right "UNIT OF MEASURE" offered by BTC developers. BTC is the SOLITARY "CURRENCY" supported by DEMO-TC at this time.
A) DEMO-TC is a SERIOUS SIMULATION. The participants here PLAY FOR KEEPS and their time and BTC-based holdings represent a considerable investment in our community. Persons who take on the RESPONSIBILITY of operating a PUBLIC VIRTUAL COMPANY are OBLIGATED to perform their DUTIES as OFFICERS and/or EXECUTIVES and additionally have a FIDUCIARY OBLIGATION to PROTECT the OWNERSHIP INTERESTS of the company's SHAREHOLDERS. Such OBLIGATIONs are NOT SEVERABLE.
B) Public Company Shareholders are indeed OWNERS of the company and are ENTITLED to certain RIGHTS (INCLUDING sharing in ANY PROFIT DISTRIBUTION, having an EQUAL VOICE in the GOVERNANCE of the Company INCLUDING Election of OFFICERS and ANY DECISION that may MATERIALLY effect the company's BUSINESS STRATEGY, CAPITALIZATION PLAN or any other significant event that may impact the ongoing viability, sustainability or survivability of the entity. Such RIGHTS may NOT be SEVERED by OFFICERS or EXECUTIVES without DUE PROCESS in the event of a legal dispute, or for ANY OTHER REASON without FAIR and EQUITABLE COMPENSATION to the SHAREHOLDER(s) as DETERMINED by a MAJORITY VOTE of Shareholders.
C) SHAREHOLDERS as OWNERS of a public company are OBLIGATED to act IN GOOD FAITH with regard to the company and its operation, including GUARDING TRADE SECRETS, MARKETING STRATEGIES, BUSINESS OPPORTUNITIES, or ANY OTHER UNANNOUNCED (Non-Public) INFORMATION that may be divulged through private conversations with company Officers, Executives, Board Members, employees, consultants or any other party to such CONFIDENTIAL INFORMATION. Such OBLIGATION can ONLY BE DISCHARGED by DISPOSESSION of the SHARE OWNERSHIP INTEREST (either by death, surrender, sale, trade or any other transfer of the underlying shares to another party).
D) The demo.btct.co website operates as a non-fiduciary clearinghouse providing transactional intermediation between private parties that trade "SHARES" and "BTC". The Terms "PROFIT" and "EARNINGS" as used within the context of the demo.btct.co website and any other claim of monetary value therein relates solely and specifically to the valuation of BTC as defined by the BTC developers. Regardless, in some jurisdictions such transactions or trades may be subject to taxation as REGULAR or INVESTMENT INCOME. ANY consequence including taxation or Income reporting requirements for such transactions are the sole responsibility of the counter parties and NOT DEMO-TC. Please consult with your own Accountant or Tax Advisor should you have any questions regarding this Rule.
Thank you for considering listing your company on the demo.btct.co website. Our Underwriting Policies and Guidelines for submitting an IPO APPLICATION are defined below. Before Submitting an application as an IPO CANDIDATE please thoroughly familiarize yourself with our IPO UNDERWRITING POLICIES. This policy describes our minimum underwriting requirements, our IPO process, review criteria, and a general timeline for our evaluation of your submittal.
IPO Applicants should fully understand our "CONTINUED LISTING REQUIREMENTS" which outline the OBLIGATIONS and FIDUCIARY RESPONSIBILITIES you would have to SHAREHOLDERS should you successfully complete an IPO and commence trading as a PUBLIC VIRTUAL COMPANY.
PLEASE CONSIDER THESE OBLIGATIONS CAREFULLY BEFORE SUBMITTING AN APPLICATION.
The TIME required to be successful here OFTEN exceeds 10-15 hours OR MORE per week!
Your RESPONSIBILITIES and OBLIGATIONS to DEMO-TC are also described herein, including our COMPLIANCE and ENFORCEMENT POLICIES, FEES and FINES YOU and/or your COMPANY could be subject to should you violate our RULES.
demo.btct.co ONLY accepts and considers IPO APPLICATIONS for entities that operate EXCLUSIVELY WITH BTC VIRTUAL CURRENCY. At DEMO-TC's sole discretion, this may INCLUDE BTC COMMERCE WEBSITES and/or ONLINE BLOGS or PERIODICALS or other PUBLICATIONS whose editorial content predominately supports the BTC community.
As a general Guideline, we tend to disqualify or reject most START-UP companies that have no operating history or existing revenue base. These types of businesses have historically experienced extremely high failure rates as Public Virtual Companies. However, IF your business concept is of exceptional merit and includes well-defined objectives and reasonably achievable financial goals, DEMO-TC may be able to help you secure private venture funding to launch your company.
demo.btct.co DOES NOT ACCEPT OR CONSIDER IPO APPLICATIONS that endeavor to pursue entrepreneurial opportunites unrelated to BTC. DEMO-TC will DISQUALIFY and REJECT "out-of-hand" without reservation any IPO Application that purports to offer any opportunity for real world monetary gain.
IF your company is currently listed on another BTC Stock Exchange and you are contemplating MOVING and RELISTING your COMPANY at demo.btct.co, PLEASE, contact us PRIOR TO ANNOUNCING OR DISCLOSING YOUR INTENT. Our Underwriting policies DIFFER SUBSTANTIALLY from other Exchanges and we generally move rather pragmatically as a result. We welcome opportunities to discuss the merits of your company and ours, and the potential benefits and risks inherent in contemplating such a move, and will assure complete *CONFIDENTIALITY and NON-DISCLOSURE* with respect to such dialogue.
As a self-regulating entity, DEMO-TC vigorously monitors and enforces its policies. We do this NOT so much as a punitive action against our member-companies but rather as part of a good-faith effort on behalf of Investors who've often had litte voice in the BTC Virtual Finance Community and on occassion an even still smaller voice in the governance of the companies who trade within the BTC Virtual Finance Community.
The depth and breadth of DEMO-TC policies have been specifically ammended effective November 1, 2012 as part of a broad attempt to fundamentally change the status quo within our at-large community. Our forward success will be determined largely by the willingness and ability of our MEMBER-COMPANIES and our INVESTORS to ABIDE BY THESE POLICIES.
DEMO-TC IPO CANDIDATE COMPANIES must write up and present as part of their application a well thought out Business Plan.
DEMO-TC BOND CANDIDATE COMPANIES must write up and present as part of their application a well thought out Bond Contract.
By Definition, the Appliciant (Owner, President, or CEO) is responsible FOR/TO the SHAREHOLDERS above ALL else. The Applicant is also responsible for articulating the strategic Business Plan, and for oversight of all other Company Officers.
The Applicant, Owner, President, or CEO is responsible for the company's operational performance and tactical execution of the Business Plan.
The Applicant, Owner, President, or CEO is responsible for the Financial performance of the company, and particularly for producing and distributing an accurate INCOME STATEMENT and BALANCE SHEET each month.
At company formation, the Applicant, Owner, President, or CEO MUST DEFINE a BUSINESS SUCCESSION PLAN that clearly and definatively articulates a strategy for either the CONTINUATION OF THE BUSINESS AS AN ONGOING CONCERN or LIQUIDATION OF ITS ASSETS IN A MANNER PREFERENTIAL TO NON-OFFICER SHAREHOLDERS in the event that an OFFICER OR FOUNDER exits the business unexpectedly.
Such plan must be PUBLISHED on DEMO-TC AND DISTRIBUTED to SHAREHOLDERS as a BINDING COVENANT and ADMINISTERED in good faith.
ALL VIRTUAL COMPANY OFFICERS must be articulate and fluent in the English Language.
ALL of the foregoing IPO CANDIDATE OFFICER REQUIREMENTS must be on-file and complete to the sole satisfaction of DEMO-TC PRIOR TO THE COMMENCEMENT and SALE OF INITIAL PUBLIC OFFERING SHARES TO THE PUBLIC.
Asset Issuer Terms of Service:
- Due to the regulatory and legal environment the exchange operates under, the exchange considers all virtual goods traded and utilized to be FOR ENTERTAINMENT & EDUCATIONAL purposes only.
- To operate an asset on this exchange you must show proof of having operated a successful business in the past, or must have already been operating your current business for a documented minimum of 3 months.
- If you are proven lying on your contract, your asset issuer information, or in any communication with the exchange, your asset will be frozen indefinitely, all assets you hold on the exchange will be frozen, and your asset will most likely be delisted.
- Securities holding long term investments are not to invest in other long term investment securities on DEMO-TC. (long term = holding assets greater than 30 days.)
- Securities created by the same issuer or organization, in cooperation with the same issuer or organization, or in collusion with the issuer or organization are not to invest in each other on DEMO-TC.
- Long-term investment securities are not to invest more than 20% of their portfolio into any other single security on DEMO-TC.
- Long-term investment securities are not to own more than 20% of the outstanding shares of any other single security on DEMO-TC.
- Securities on DEMO-TC are allowed to invest in other securities outside DEMO-TC without restraint. Buyer beware. (No way we could police this unfortunately...)
- If found in violation of these rules, you will be given a warning and will have 7 days to come into compliance. If you do not comply your asset will be delisted.
- Assets with involvement in illegal activities will not be tolerated. If your asset is used to fund illegal activities or used to otherwise engage in illegal activity your assets will be frozen and delisted. For the purpose of determining legality, the moral compass of the DEMO-TC operators will apply.
- Asset Issuers do NOT get dividends on their own assets. Thus if you want to hold your own asset and collect dividends on it you will need to hold it in an alternate account.
- You are responsible for following through on your contract. Do not promise anything you cannot deliver.
- Your security is subject to the approval of DEMO-TC before it can be actively traded. We reserve the right to refuse listing to anyone for any reason.
- There is a NON-REFUNDABLE FEE of 5 BTC per security created.
- If repeatedly found in violation of these rules and you have received more than 3 warnings your asset will be delisted.
- Due to the regulatory and legal environment the exchange operates under, the exchange considers all virtual goods traded and utilized to be FOR ENTERTAINMENT & EDUCATIONAL purposes only. This does not mean your contract is unenforcable! You still must follow your contract!
What is the listing process?
- Create a thread on the forums where your asset can be announced and discussed.
- Fill out this form. Your asset will be created both with an admin lock and an issuer lock.
- To get the admin lock removed you must demonstrate an understanding of this asset issuer terms of service. (you need a business plan, spreadsheet illustrating your current business profit/loss, demonstrate your ability to succeed, and follow all the site rules.)
- Once the admin lock is removed, it is up to you to remove the issuer lock whenever you are ready to begin receiving votes.
- Once the issuer lock is removed, the site mods will start voting on your asset. Your asset will have two weeks to pass the moderation stage.
- If your asset passes, then you can IPO whenever you like by putting ASKS up in the order book.
Important things to remember:
- Your new asset will only be activated with at least 5 YES votes by LTC-GLOBAL shareholders. To be eligible to vote, an LTC-GLOBAL shareholder must have at least 10 shares of LTC-GLOBAL.
- Assets that have not been unlocked and approved after 60 days will be removed from the site. If you cannot convince the site moderators to approve your asset within 60 days, then most likely you will not ever be approved. To avoid this situation, it is recommended that you do not apply until you have either already been in business for a period of time, or you have already put together a clear business plan for a business that has a good chance of success.
- To keep the finances separate, it is HIGHLY RECOMMENDED that you create a separate account per security you issue.
- Put a lot of thought and research into your contract. Once shares have been purchased you will not be able to change it without the consent of your security holders.
- Fill out the "Issuer" field in a way that supports the legitimacy of your Asset. Provide details that people can independently verify.
- Do the MATH. Put together a spreadsheet of how you're going to make money. Plan for worst case scenarios. Make sure that your idea pays. Your investors are counting on you!
- You need to have a business plan! If you do not have your business plan ready, leave now. Do some research, put together a business plan, then come back when you think you have a DETAILED PLAN THAT WILL SUCCEED.
- Be ready for some late nights and a LOT of work. Running a business is not easy!
- Be ready for some angry investors, especially if things don't go as planned. Remember, YOU HAVE THEIR MONEY! You have a responsibility, no matter how angry they get, to behave patiently and fairly.
- Most of all... With Great Power Comes Great Responsibility. You, and only you have the power to do your best, to do the right thing, and to take great care of the people who have put their utmost faith in you!