whitepaper 2020 - cerlos composites · 4. use influencer marketing to bring cerlos products to the...

OrganicallyChanging

The BuildingMaterials

Industry

Clean TechNew Material

WHITEPAPER

2020MOXY OID Technology Management Ltd.

Copyright 2020 CERLOS Inc. All rights reserved

MOXY OID Technology Management Ltd.Copyright 2020 CERLOS Inc. All rights reserved 2WHITEPAPER 2020

TABLE OF CONTENTS

DISCLAIMER ___________________________________________________________________________ 4

IMPORTANT NOTICE____________________________________________________________________ 5

INTRODUCTION ________________________________________________________________________ 6

EXECUTIVE SUMMARY ______________________________________________________________________________ 7

OUR VISION AND VALUE PROPOSITION _______________________________________________________________ 9

OBJECTIVES ________________________________________________________________________________________ 10

PROBLEMS AND SOLUTION ___________________________________________________________ 11

PROBLEMS WITH EXISTING MATERIALS _____________________________________________________________ 13

MOXY OID DELIVERS SOLUTIONS____________________________________________________________________ 16

PROBLEMS WITH EXISTING MATERIAL INPUT INGREDIENTS ________________________________________ 17

SOLUTION IS CERLOS SUSTAINABLE MATERIAL INPUT ______________________________________________ 18

COMPANY AND TECHNOLOGY DEVELOPMENT HISTORY _______________________________ 19

PRODUCT _____________________________________________________________________________ 22

MANUFACTURING ___________________________________________________________________________________ 25

INGREDIENTS _______________________________________________________________________________________ 27

CERLOS ATTRIBUTES _______________________________________________________________________________ 28

PRODUCT CHARACTERISTICS _______________________________________________________________________ 29

MARKET ANALYSIS ____________________________________________________________________ 30

SUMMARY __________________________________________________________________________________________ 32

GLOBAL MARKET SIZE FOR SIDING/CLADDING, ROOFING AND PANELS ______________________________ 33

SIDING/CLADDING - MARKETING ENTRY PRODUCT __________________________________________________ 34

EVOLUTION OF SIDING/CLADDING PRODUCTS ______________________________________________________ 35

COMPETITION _________________________________________________________________________ 36

SAINT-GOBAIN’S CERTAINTEED _____________________________________________________________________ 37

LP’S CANEXEL ______________________________________________________________________________________ 38

MOXY OID Technology Management Ltd.Copyright 2020 CERLOS Inc. All rights reserved 3WHITEPAPER 2020

TABLE OF CONTENTS

JAMES HARDIE FIBER CEMENT _____________________________________________________________________ 39

COMPETITIVE EDGE _________________________________________________________________________________ 40

MARKET STRATEGY ____________________________________________________________________41

CERLOS CERTIFIED REPRESENTATIVE PROGRAM ___________________________________________________ 42

ONLINE STRATEGY __________________________________________________________________________________ 44

PARTNERSHIPS ________________________________________________________________________45

FINANCIALS ___________________________________________________________________________47

7 YEAR SALES FORECAST ___________________________________________________________________________ 48

INCOME STATEMENT _______________________________________________________________________________ 50

PRODUCTION PROJECTIONS ________________________________________________________________________ 52

PROJECTED PROFIT AND LOSS ______________________________________________________________________ 54

COMPARATIVE VALUATION AND POTENTIAL UPSIDE ________________________________________________ 55

TEAM __________________________________________________________________________________56

MANAGEMENT TEAM _______________________________________________________________________________ 57

OUR ADVISORS _____________________________________________________________________________________ 59

INITIAL EXCHANGE OFFERING __________________________________________________________60

KEY STATISTICS _____________________________________________________________________________________61

THE OFFERING ______________________________________________________________________________________ 62

CORPORATE STRUCTURE ___________________________________________________________________________ 63

ROUNDS ____________________________________________________________________________________________ 64

OFFERING PLATFORM _______________________________________________________________________________ 65

ETHEREUM PLATFORM _____________________________________________________________________________ 66

ERC1400 - THE SECURITY TOKEN STANDARD ________________________________________________________ 67

ALLOCATION FUNDS ________________________________________________________________________________ 68

INSURANCE PROTECTION ___________________________________________________________________________ 69

RISK FACTORS ______________________________________________________________________________________ 70

FAQ ____________________________________________________________________________________74

APPENDIX _____________________________________________________________________________76

4MOXY OID Technology Management Ltd. Copyright 2020 CERLOS Inc. All rights reservedWHITEPAPER 2020

DISCLAIMER

Except where specifically indicated, the statements and information set forth in this Whitepaper are not intended to recite current or historical facts, and constitute forward looking statements. Forward-looking statements may include the words “may,” “will,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. These forward looking statements are based on the current beliefs, plans, objectives, goals, expectations, anticipations and/or intentions of MOXY OID with respect to future events. Although MOXY OID believes that the expectations reflected in the forward looking statements are reasonable, MOXY OID cannot guarantee the successful establishment or operation of its systems and business or any future results, level of activity, performance or achievements.

Many factors discussed in this Whitepaper or otherwise affecting the matters discussed herein, some or all of which ma y be currently unknown to MOXY OID or beyond MOXY OID’s control, will be important in determining the ability of MOXY OID to establish and operate its systems and business. Consequently, actual results may differ materially from those that might be anticipated from the statements and information set forth herein. In light of these and other uncertainties, the statements and information set forth in this Whitepaper are for informational purposes only, should not be relied upon in making any purchase or other decision, are subject to change, and are not intended to establish or indicate any representation, warranty, commitment, undertaking, promise or contract made on the part of MOXY OID to any person. MOXY OID does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

5WHITEPAPER 2020 MOXY OID Technology Management Ltd.Copyright 2020 CERLOS Inc. All rights reserved

IMPORTANT NOTICE

Recipients of this White Paper are mandated to read the Appendix-1 before proceeding further. It details the Important Notice about this document including the notices to the residents of

various countries.


INTRODUCTION


INTRODUCTION

EXECUTIVE SUMMARY

MOXY OID is set to fundamentally change the near trillion-dollar building materials market with its Trade Secret - sustainable and ultra-high- performance products branded as CERLOS. Our CERLOS products have the following qualities;

Fire-resistant, achieving a Class A fire rating.

Termite, insect, rodent and bird resistant.

Mold resistant.

Water-resistant and all-weather stable, won’t shrink or swell.

It can be cut, machined, drilled, and otherwise worked in the field.

It can be molded to almost any shape in manufacturing.

MOXY OID is headquartered in Vancouver, BC, Canada, and utilizes proprietary technology to address a real need in the Global building material marketplace. The company intends to manufacture highly marketable building products and is expecting to reach annual sales of USD$643 million by the seventh year of operation.

In 2016, USD$28.9 billion in damages were caused by building fires, insects like termites and floodings, when most of the losses were preventable. Meanwhile, construction materials around the world are not recyclable at the end of their lifecycle and deemed hazardous waste. Every day 80,000 ACRES of forests disappear either form wildfires or through logging to create wood products and building materials.

MOXY OID answers the markets’ demand for innovative and sustainable building materials. The composition and properties of CERLOS products contribute to the higher profitability of MOXY OID while being sustainable and environmentally friendly.

CERLOS can be described as a new, engineered wood product utilizing 100% natural ingredients with no chemical additives, unprecedented aesthetic possibilities, and excellent handling characteristics.

CERLOS products have a unique advantage over competing, traditional products by the unlimited supply/origin of the raw materials used in its manufacturing. Furthermore, the combination of its properties, and the fact that at the end of each cycle use, the product can be recycled (cradle to cradle).


In addition, in almost all cases CERLOS products are superior in performance to comparable products at a price point equal to or less expensive than their comparable. CERLOS products are made in an environmentally responsible way. Our proprietary, low-cost, low-energy process converts wood fibers and agricultural residues into high-performance building products for green building.

MOXY OID is at a pivotal point, shifting from $22.5 million in R&D to an operating profitable company by commencing manufacturing of its market entry product, CERLOS Siding/Cladding.

The majority of the fund (60%) will be used by MOXY OID to build a High capacity manufacturing facility in the Pacific Northwest, in North America to meet the demand for CERLOS products. Legal, Business Development and Administrative expenses will use 10% of the funds raised. Marketing and Business Development will use 10%. Research and Development will be allocated 10% of the funds raised while the balance 10% is allocated to take care of the issue and fund raising related expenses.

CERLOS Inc is raising US$20,800,000 through an IEO, offering an Asset-Backed Token to acquire 25% equity stake in MOXY OID which is the Canadian Operating company belonging to the same group. By virtue of this investment, the Token Holders of CERLOS Inc will receive 90% of the dividends earned by CERLOS Inc. The token offering is facilitated by CGCX.io exchange where the tokens will also be listed and traded subsequent to the offer.

INTRODUCTION

EXECUTIVE SUMMARY


INTRODUCTION

OUR VISION AND VALUE PROPOSITION

MOXY OID will become a global supplier of sustainable building products, initially accelerating High-Capacity manufacturing operations in North America, followed by Europe, Latin America, and Asia-Pacific.

MOXY OID’s market launch product line will be siding/cladding/fascia, followed by roofing products, and then panel boards, displacing competitive, yet inferior, plywood, oriented strand board (OSB), mediumand high-density fiberboard (MDF/HDF) and other engineered wood, fiber cement, plastic MgO boards, and other composite products including drywall.

To improve the quality of life physically, financially, and environmentally by providing a cost-effective eco-friendly building material that is fire, mold, rot, and insect resistant.

VISION

VALUE PROPOSITION


INTRODUCTION

OBJECTIVES

MOXY OID’S OBJECTIVES ARE:1. Patent applications.

2. Select a site for establishing a high capacity manufacturing facility in the Pacific Northwest. The site should have rail and road transport access. The facility should be 60,000 to 80,000 square feet with a surrounding area of 10 to 20 acres to accommodate materials in and out. Initially, we prefer to lease the property and buildings.

3. Using traditional media to market CERLOS products to the building material community.

4. Use influencer marketing to bring CERLOS products to the attention of home and building owners.

5. Introduce the CERLOS Certified Representatives program with the intent to create a strong regional and national salesforce that is trained to use and promote CERLOS products.


PROBLEMS AND SOLUTION


MOXY OID tackled and solved these problems one by one in the span of 18 years of research and development, with more than $22 million spent. The result is our revolutionary building material CERLOS.

CERLOS products are fire, insects/bird/rodent, rot and mold resistant, water and all-weather stable (will not shrink or swell), or decay or are influenced by environmental hazards. MOXY OID manufactures superior performance, sustainable, energy efficient, and cost-effective building materials that install easily with conventional carpentry tools. MOXY OID’s manufacturing processes are environmentally responsible and petroleum-free, addressing market needs for building “green.” Their products are designed to meet the most stringent testing requirements of the industry and demonstrate superior performance in all key attributes.


There are severe ecological and economic problems associated with the existing building materials in terms of

their properties, input ingredients that are used to manufacture them, the manufacturing process itself, and their

environmental impact.



PROBLEMS WITH EXISTING MATERIALS

The building materials industry suffers from technology stagnation, and not a lot has happened in building materials over the past 50 years. One may remember OSB (oriented strand board) some 30 years ago was flaky and fell apart easily. Today, it does not. Why? Well, one of the few things that have improved with engineered wood materials is the resins (glue). However, their unfavorable characteristics, such as being easily flammable, prone to shrink, swell, rot when wet, and easily damaged by insects, rodents, and birds remain constant.

Other products like fiber cement have been developed, but being 85% to 90% by volume Portland cement, they are cement, act like it, and require cement tools. Fiber cement products are brittle and are adversely affected by moisture, freeze/thaw. Cement is corrosive on metals and requires non-corrosive, galvanized or stainlesssteel cladding nails. But if not for the reasons referenced above, fiber cement contains silica dust, a known carcinogen (cancer-causing agent). The health and welfare of the installers who are rarely seen taking any precautions from the silica dust are at great risk.

Like fiber cement, magnesium boards (mag-board or MgO board) perform better than fiber cement but tend to be a little more expensive than fiber cement, and is a hygroscopic product, known to produce a problem named “crying boards” when applied in a very humid climate.

Newer plastic products have also been developed, like Wood-Plastic Composites (WPCs), that are produced by thoroughly mixing ground wood particles and heated thermoplastic resin. Sustainable/Eco- Friendly? Certainly not in our view.




SHORTCOMINGS OF CURRENT BUILDING MATERIALS, COSTS BILLIONS OF DOLLARS ANNUALLY TO

PROPERTY OWNERS.

ADDRESSING THE US MARKET ALONE:

$23 Billion Fire Damage USA

$2.5 Billion Water Damage USA

$5 Billion Termite Damage USA

Source: NFPA, Michael J. Karter, Sept, 2016

Source: USDA- Forest Service, 2015

Source: 2011 ACE Insurance Underwriters study




BUT IT’S NOTJUST DOLLARS.

Home fire occurs every 88 seconds. Fire death every 2 hours and 34 minutes.

‘Flammable cladding, installed on Grenfell Tower in a recent renovation, is thought to have contributed to the rapid spread of the fire.’ 1

‘In 2017, there were 1,319,500 fires reported in the United States. These fires caused 3,400 civilian deaths.2

1 “How the tragedy unfolded at Grenfell Tower - BBC News.”18 May. 2018,https://www.bbc.co.uk/news/uk-england-london-40272168Accessed 27 Sept. 2019.

2 “U.S. civilian fire deaths 1977-2017 | Statista.”https://www.statista.com/statistics/376703/us-civilian-fire-deaths/Accessed 27 Sept. 2019.



MOXY OID DELIVERS SOLUTIONS

CERLOS PRODUCTS ARE:

FIRERESISTANT

TERMITERESISTANT

GUNNAILABLE

WATERSTABLE

EASY TOCUT

WEATHERRESISTANT

MOLD RESISTANT

SUSTAINABLE

ROTRESISTANT

CERL SCOMPOSITES



PROBLEMS WITH EXISTINGMATERIAL INPUT INGREDIENTS

80,000 ACRES OFFORESTS DISAPPEARFROM THE EARTHEVERY DAY!3

Through July 2019, over 7,200 square miles of the Brazilian rainforest has burned - an aggregated area nearly the size of New Jersey.4

Forests destroyed through burning, release carbon into the atmosphere as carbon dioxide, a climate-changing greenhouse gas.

Forests are destroyed for another reason as well, to produce raw materials for energy, consumer paper products, housing, and construction.

3 “Tree Facts | One Tree Planted.”https://onetreeplanted.org/pages/tree-factsAccessed 27 Sep. 2019.

4 “Map: See how much of the Amazon forest is burning, how it ....”29 August 2019https://www.nationalgeographic.com/environment/2019/08/amazon-fires-cause-deforestation-graphic-map/Accessed 30 Sep. 2019.



SOLUTION IS CERLOSSUSTAINABLE MATERIAL INPUT

OUR PRIMARYINGREDIENT ISLIGNOCELLULOSICFIBER.

Lignocellulosic fiber is basically the cells of all living plants. Specifically, it refers to plant dry matter (biomass) which is the most abundantly available raw material on the Earth. https://en.wikipedia.org/wiki/Lignocellulosic_biomass

Our primary ingredient therefore, can come from straw, corn stalks, or from any agricultural, or tree waste.

CERLOS can replace wood construction and housing materials that require tree logs in enormous quantities, thus eliminating the need for cutting down forests.


COMPANY AND TECHNOLOGY DEVELOPMENT HISTORY



Following 18+ years of R&D and approximately $22M in R&D investments, a combination of ingredients and procedures resulted in the remarkable new building material, CERLOS.

It all started with Alan Heywood in 1985, co-founder of MOXY OID and inventor of CERLOS. The technology and process knowledge were developed from a combination of several intellectual properties.

The primary discoveries that triggered the start of the search for a new composite building material were published in the 1960s and ’70s. Mr. D.A. Alan Heywood, working off those publications tenaciously performed in-depth research, development, and testing of ingredients, formulas, and processes.

Alan purchased a patent from Dr. Laszlo Paszner and formed C-Max Technologies International Inc. The patent had good prospects but failed in every attempt to produce any quality samples.

Research and development continued for 16 years until 2002 with $8+ million of funding and $4 million in-kind contributions as testing equipment and a laboratory by MacMillan Bloedel5 between 1994 and 1997. Good fortune comes to those prepared to work to find solutions, and ultimately, solutions were found. Alan develops CERLOS after numerous testing of formulations and many years of research.

5 “MacMillan Bloedel - Wikipedia.” https://en.wikipedia.org/wiki/MacMillan_Bloedel. Accessed 30 Sep. 2019.



In the following years, $1 million spent on research and design, a preliminary manufacturing line was prepared as a result of the engagement with Corvallis Tool Company of Oregon, OR 97370. Corvallis specializes in the design, engineering, manufacturing, installation supervision and start-up of custom industrial machinery and control systems for a wide variety of wood product manufacturers.

In January 2012 and with $2 million in funding, MOXY OID Technology Management LTD was incorporated to aid in the management and commercialization of the technology.

A $7 million, four (4) year design, engineering, and development program was commissioned between 2012 and 2017. The program resulted in several proprietary processing steps with unique equipment for a large-scale Pilot Plant production facility and validated commercial quality and quantity for CERLOS production. The Pilot Plant was built in Holland with VDL Enabling Technologies Group, an engineering and equipment manufacturing firm. This extensive information will be used in the High-Volume manufacturing line.

For the period of 2018 to 2019, MOXY OID is in preparation and development of websites, corporate documents, legal documents, and requirements for the funding of a High- Volume manufacturing facility.


PRODUCT


PRODUCT

CERLOS IS ORGANICALLY CHANGING THEBUILDING MATERIALS INDUSTRY.

Our new construction material to date has been successfully tested in a vast array of different forms of structural and value-added building products.

In each and every case, improvements were made in economics and end-product quality. CERLOS products demonstrate many profound and dramatic characteristic improvements over the products that are currently in use. A product having the improved characteristics of this new technology presents a worldwide opportunity, and to date, no evidence of any other company or research organization proclaims to have discovered anything close to this new material. The ratios of the ingredients within the blends or formulate vary by design according to the required end-product specifications.

These improved characteristics are achieved by a natural, environmental process called Mineralization, which is when organic fiber is strengthened as the porous gaps in the fibers or cells are filled in. This process can occur naturally under certain conditions resulting into petrified wood or fossils and can also occur biologically with the formation of our bones, egg shells, teeth or coral.


PRODUCT

COMMERCIAL USE OF MINERALIZATION HAS NEVER BEEN ACHIEVED SO FAR…

UNTIL MOXY INVENTED CERLOS

MOXY’s breakthrough is the development of a controlled mineralization process of plants and trees that provides an inexpensive material strengthened through a natural process. Part of the breakthrough is the manufacturing process itself.

TeethTeeth are the mineralized enameland dentine cells.

Petrified WoodPetrified wood is a commonmineralization of wood.

ShellsAny exoskeleton is the result of amineralized process.

FossilsFossils are often the mineralization of bones.

Examples of Natural or Biological Mineralization:


PRODUCT

MANUFACTURING

A total of $7 million dollars in developing a proprietary manufacturing process was completed in a Pilot plant in Holland with VDL Enabling Technologies Group.

The main benefits of the proprietary MOXY OID process during manufacturing are lowpressure forming and rapid low-energy curing. Additional benefits such as zero waste and zero discharge are inherent in this safe manufacturing process.

Economically, this fast curing, continuous low-pressure process system requires a very low capital investment per manufacturing line when compared to all other competitive manufacturing facilities. It is also important to note that MOXY OID’s unique proprietary processes have the flexibility in manufacturing to make more than just solid flat products. The benefit of this is that by altering density in products a lower manufacturing cost can be achieved by reducing the input ingredients and also grant the flexibility to create almost every construction product with CERLOS.


PRODUCT

MANUFACTURING

THESE ARE SOME EXAMPLES OF PRODUCTSTHAT CERLOS CAN BE SHAPED INTO

SIDING/CLADDING I BEAMS

BLOCKS POSTS

ROOFING TILE SHEATING

LAMINATEDSTRUCTURES

LAMINATES PIPE POLES TRIM


PRODUCT

INGREDIENTS

CERLOS material can eliminate the need to cut down forests as the input ingredients can be

farmed. Remarkably, there are only three, all of them commonly available ingredients used to make

CERLOS products. The primary ingredient is lignocellulosic fiber, which is basically every living

plant’s fiber. Therefore, the fiber can come from agricultural waste and other organic material

sources, even those sources currently considered unusable in the production of building materials.

The second ingredient is a commonly available, inexpensive, non-toxic mineral. The mineral is

available worldwide and is used in food supplements and so is very eco-friendly. The last ingredient

is a commonly available non-toxic liquid. This liquid is used in agricultural applications, is

inexpensive, and easily obtained in very large quantities.

CERLOS products are ecologically positive and 100% recyclable.


PRODUCT

CERLOS ATTRIBUTES

Extensive sample testing of the CERLOS products has been carried out. The product testing covered a myriad of tests for weather-ability, flame spread and combustion, modulus of elasticity, rupture, hardness and tension, and were performed on thousands of samples.

By comparison, CERLOS products combine the best attributes of hydrated cement (Portland cement) products like fire resistance and compression strength, with the best characteristics of composite wood products having flexural or bending capabilities.

We sometimes use the term “engineered wood” to describe CERLOS, although this description fails to adequately express the unique opportunities CERLOS brings to the building world. We will introduce it into the marketplace using products that will be familiar to architects and builders so that they will initially understand ways in which CERLOS can be used in preference to current choices. But it is as much a substitute for wood itself, as it is for engineered wood, fiber cement boards, plastics, or other composites. In fact, we believe that CERLOS can be used in so many ways that it will fundamentally change the building materials marketplace.

Unlike wood-based products, which may have up to 20.0 to 25.0% variations in their engineered characteristics at production, CERLOS products have only 0.5 to 3.0% variation. This more precise characteristic dramatically reduces the need to overengineer which reduces costs.

Additionally, engineered wood products have poor moisture stability with shrink and swelling characteristics of 15.0 to 20.0% making the products undesirable for many applications. Any extended exposure to moisture will destroy any of these wood products. CERLOS products, however, maintain a low coefficient of 0.5 to 1.0% shrink and swell.


PRODUCT

PRODUCT CHARACTERISTICS

CERLOS products are primarily created to address the shortcomings of currently available wood composite products and other products such as fiber cement and plastic used primarily in the building materials industry. CERLOS products have competitive advantages over virtually all of its competitive building materials in performance, price point, and being environmentally friendly from start to finish.

MOLD RESISTANT They are also resistant to all types of mold, mildew, and fungus.

TERMITE RESISTANTResistant to pests such as termites, rodents, and insects.

FIRE RESISTANTA further milestone advantage is our excellent fire performance. This mineralized fiber product has excellent temperature transfer resistance. CERLOS products are notflammable, and in full-scale tests, we achieved a Class A spread of flame rating and enjoyed an excellent rating in all “destruction by fire” tests.

WATER STABLEOur moisture stability is another advantage over the most competitive products.

EASY TO CUTCERLOS products can be sawn, nailed, glued, sanded, or painted using standardcarpentry tools.

WEATHER RESISTANTWater and all-weather stable (will not shrink or swell), or decay or be influenced byenvironmental hazards.

SUSTAINABLECERLOS products thanks to their proprietary manufacturing process and natural ingredients are ecologically positive and 100% recyclable.


MARKET ANALYSIS


MARKET ANALYSIS

The construction industry is the one that shapes the world around us. As humans, we have 4 basic needs, air, water, food and shelter. We are constantly building or modifying the environment around us to make it more habitable. Whether you are deep into a desert, jungle, or in the middle of a metropolitan city, everywhere you look you will see some type of human-made construction.

GLOBAL CONSTRUCTION OUTPUT IS EXPECTED TO RISE TOUS$12.9 TRILLION IN 2022, UP FROM US$10.8 TRILLION IN 2017. 6

6 “Global Construction Outlook to 2022: Q3 2018 Update ....”https://www.globaldata.com/store/report/gdcn0010go--global-construction-outlook-to-2022-q3-2018-update/Accessed 2 Oct. 2019

GLOBAL CONSTRUCTION MATERIALS MARKET PROJECTEDTO REACH US$1 TRILLION BY 2020.7

7 “Construction Materials Market Trends - Global Industry Analysts.”https://www.strategyr.com/MarketResearch/Construction_Materials_Market_Trends.aspAccessed 2 Oct. 2019.


MARKET ANALYSIS

SUMMARY

A US$1 TRILLION addressable construction materials market is an enormous opportunity for a product with the characteristics of CERLOS.

This report8 presents historical demand data from the years 2004, 2009 and 2014 and forecasts for 2019. The companies profiled include James Hardie Building Products, Elementia (Mexico) subsidiaries Plycem USA and Allura, the Nichiha USA subsidiary of Nichiha (Japan) and GAF Materials. 8 “Construction Materials Market Trends - Global Industry Analysts.” https://www.strategyr.com/MarketResearch/Construction_Materials_

Market_Trends.asp. Accessed 2 Oct. 2019.

US demand for fiber cement products is forecast to grow 6.0 percent annually through 2019, with annual siding/cladding market valued at $18 billion. Rebounding construction expenditures, specifically in new housing construction, will fortify demand.

Growth in fiber cement siding/cladding used in single-family housing will be supported by fiber cement’s high levels of market penetration in the South and West, the US regions that will experience the strongest levels of growth in population and thus housing demand grows.

The residential market is the dominant market share and new housing will drive that demand through 2019. The residential market makes up the majority of fiber cement demand. While new housing demand for fiber cement products will increase at the fastest pace through 2019, residential improvement and repair will continue to account for a larger portion of residential demand. Sales of existing housing will generate demand for fiber cement products as homeowners look to increase the values of their properties before going to market. Even when properties are not changing hands, fiber cement products will make inroads in re-siding/cladding and exterior trim applications.

Non-residential segment to gain market share while exterior fiber cement products aesthetic properties make them well suited for residential markets, the material has seen increased usage in the non-residential market in recent years, particularly for fiber cement backerboard. Fiber cement product demand in the non-residential market is forecast to grow 5.8 percent annually through 2019 to 710 million square feet. The gains will be driven primarily by rebounding nonresidential building construction demand. Additionally, fiber cement siding/cladding and exterior trim will benefit from a design trend in commercial buildings that favors a more authentic, exposed-wood exterior. Fiber cement product manufacturers have responded to this demand by developing new wood-like products aimed at commercial buildings.


MARKET ANALYSIS

GLOBAL MARKET SIZE FOR SIDING/CLADDING, ROOFING AND PANELS

Our market entry approach begins with introducing our first CERLOS siding/cladding product, followed by CERLOS roofing and, finally, CERLOS panels. We will put our focus in these products, in this priority.

Our direction will start with the Siding/Cladding market then move to Roofing and panels.


MARKET ANALYSIS

SIDING/CLADDING - MARKETING ENTRY PRODUCT

MOXY OID, based on our revolutionary proprietary technology, has started to develop an international market position in high performance, environmentally- sound building materials with its first product - Siding/Claddings. After we establish our position in the market we will move forward with the introduction of roofing products and then panel products.

We are preparing to finance and build our High-Capacity manufacturing facility, where we will improve upon the efficiency and capacity of the pilot line to produce and introduce CERLOS starting in the North American market.

Siding/Cladding is the “lowest hanging fruit.” for product introduction and the marketplace is huge, according to the Freedonia Group 2017 Forecast, the Global Siding/Cladding market was $89 Billion in 2017, $18 Billion of that in North America. The global siding/cladding market is expected to reach an estimated $102.0 billion by 2023, with a CAGR of 4.3% from 2018 to 2023.9

Siding/Cladding requires very few regulatory certifications as it is a non-structural decorative product. The market is relatively fragmented with fiber cement as the fastest growing siding/cladding product due to its visual likeness to wood yet is low maintenance, and fire resistance.

Many “Homes” magazines are claiming that this type of siding/cladding will reward homeowners with a higher resale value than any other current siding/cladding.

9 “The global siding market is expected to reach an estimated ....” 4 Feb. 2019 https://www.prnewswire.com/news-releases/the-global-siding-market-is-expected-to-reach-anestimated102-0-billion-by-2023-with-a-cagr-of- 4-3-from-2018-to-2023--300789108.html. Accessed 2 Oct. 2019.


MARKET ANALYSIS

EVOLUTION OF SIDING/CLADDING PRODUCTS

Siding/Cladding has a long history with many materials once being the main for this specificpart of construction. This is the history of the last centur y’s siding/cladding materials.

Wood was once the leading siding/cladding material, but wood has a tendency to deteriorate, causing maintenance problems, and as wood prices rose, nearly all the siding/cladding market converted to non-wood products.

Asbestos in the 1920’s was the first practical alternative to wood siding/cladding. It would not burn or get eaten by termites or other insects, and it was a harder alternative to wood.

In the 1930’s, steel was being used for siding/cladding, and it had the same advantages as aluminum. But steel siding/cladding is heavy and difficult for installers to work with, expensive to ship, conducts electricity, and is susceptible to rusting.

Aluminum siding/cladding in the 1940’s, caught the attention because it is lightweight and easy to use. On the other hand it was easy to dent, and because aluminum siding/cladding is painted, a scratch would expose the raw aluminum underneath. Aluminum production is energy-intensive and expensive in the 1970’s.

In the same decade and early 50’s, Asphalt siding/cladding became a popular siding/cladding material in low-cost development homes. Asphalt siding/cladding resisted weathering and was widely available in imitation and stone.

Vinyl or PVC because a popular siding/cladding material in the late 1950’s and early 1960’s, but because of problems with expansion and contraction, discoloration and brittleness, it eventually fell out of popularity.

In the 1960’s it was Hardboard the most widely used siding/cladding material. Hardboard is generally made of wood chips and epoxy resin and was sold primed and painted on site. Manufacturers of hardboard became the subject of several class-action lawsuits the products were suffering from moisture absorption, causing them to swell, peel, crumble and develop fungus.

Since its introduction in the 1980’s Fiber Cement siding/cladding is a relative newcomer, considering the fact that fiber cement is being used as a building material in Europe for more than a century now. It looks like real wood, but it is brittle and heavy as it is composed of Portland cement, pulp fiber, sand, and special additives.


COMPETITION


As a new entry into the siding/cladding market, MOXY OID will face old players and established competitors. Big companies have almost all of the Siding/Cladding market share like LP with its engineered wood prefinished siding/cladding, Saint-Gobain with its CertainTeed’s vinyl siding/cladding, and Jamie Hardie with its fiber cement siding/cladding, but as you can see below they are all inferior to CERLOS characteristics. Below we analyze each and every one of these big competitors in comparison to CERLOS.

CertainTeed Corporation is a North American manufacturer, building materials for both commercial and residential construction and is a wholly-owned subsidiary of Saint-Gobain SA, based in Paris.10 CertainTeed’s vinyl siding/cladding is NOT class A fire rated; on the contrary, its petroleum-derived, which makes it an effective fire accelerant. CertainTeed’s siding/cladding warps under certain conditions and has poor shadow lines. CERLOS, on the other hand, is a class A rated fire-resistant material, has superior weatherability, UV - stability and deeper shadow lines.10 “CertainTeed - Wikipedia.” https://en.wikipedia.org/wiki/CertainTeed. Accessed 7 Oct. 2019.

Petroleum-derived, fire accelerant

Not Class A fire rated

Warps

Poor “shadow” lines

Difficult to mach if damaged

Insect/mold resistant

Class A fire rated

Superior weatherability

Deepest “shadow” lines

UV - Stability

VINYL SLIDING COMPETITION DISADVANTAGES

VINYL SLIDINGADVANTAGE LIST ANALYSIS

COMPETITION

SAINT-GOBAIN’S CERTAINTEED


LP is an American building materials manufacturer known for producing oriented strand board (OSB) panels and engineered wood building products.11 It’s CanExel prefinished siding/cladding is subject to insect and rodent damage, requires special coating, and warps from water exposure. Also, it’s not class A fire rated because of its petroleum-based resins. CERLOS, on the contrary, is insect and mold resistant, class A fire rated, durable with no toxic emissions, water-stable with superior weatherability, and can be easily installed and coated with normal coating.11 “Louisiana-Pacific - Wikipedia.” https://en.wikipedia.org/wiki/Louisiana-Pacific . Accessed 7 Oct. 2019

Subject to insect/mold damage

Petroleum-based resins

Not Class A fire rated

Warps from water, weathering

Special coatings needed

Insect/mold resistant

Durable & no toxic emissions

Class A fire rated

Superior weatherability

Ease of coating and installations

Water - stable

ENGINEERED WOOD SIDING COMPETITION DISADVANTAGES

ENGINEERED WOOD SIDINGADVANTAGE LIST ANALYSIS

COMPETITION

LP’S CANEXEL


James Hardie Fiber Cement James Hardie Industries PLC is an industrial building materials company headquartered in Ireland and specializes in fiber cement products.12 James Hardie’s fiber cement siding/cladding almost acts like normal cement, it cannot be stained, it’s fragile, it warps, and it cracks. It also requires galvanized fasteners and special tools to work with. On top of everything, Fiber cement contains Silica dust, something that, James Hardie, SAFETY DATA SHEET, states that when inhaled it may cause cancer.

CERLOS products DO NOT contain any toxic dust, and it is actually environmentally positive. As opposed to fiber cement, it is mold resistant, water-stable, easily stained and painted and can be worked easily with standard carpentry tools.12 “James Hardie Industries - Wikipedia.” https://en.wikipedia.org/wiki/James_Hardie_Industries . Accessed 7 Oct. 2019

Fragile, warps, cracks

Needs predrill. special tools

Cannot be Stained

Requires galvanized fasteners

Silica dust a carcinogen

James Hardie SAFETY DATA SHEET “May cause cancer if dust from product is inhaled”

Mold resistant

Water - stable

Standard carpentry tools

Easily stained, painted

Through color available

No toxic dust emissions

FIBER CEMENT SIDING COMPETITION DISADVANTAGES

FIBER CEMENT SIDINGADVANTAGE LIST ANALYSIS

COMPETITION

JAMES HARDIE FIBER CEMENT


COMPETITION

COMPETITIVE EDGE

MOXY OID’S COMPETITIVE EDGE ISCOMPRISED OF SEVERAL FACTORS:

Our Trade secret material CERLOS is superior in performance to comparable products.

Manufacturing facilities cost 1/10of that of competitors.

Safer and more environmentally friendly manufacturing and ingredients.

Manufacturing costs are lessthan that of competitors.


MARKET STRATEGY


MARKET STRATEGY

CERLOS CERTIFIEDREPRESENTATIVE PROGRAM

Word of mouth recommendations for a brand new product

such as CERLOS lends itself best for market acceptance.

Although most building owners and homeowners have an

idea of what products they would like to integrate on their

new home or during renovation, the contractor or builder

they have entrusted the construction to normally will

influence the materials used. Financially motivated and

financially committed builders and contractors are the

solution to a successful brand new product distribution in a

controlled manner.

MOXY OID has developed an innovative yet proven method of the new product to market through

direct sales with the development of its CERLOS Certified Representative program. (CCR). Building

materials have traditionally been distributed either from distributors to dealers or directly to

dealers, then the dealers price and sell the products to contractors/builders. Contractors are

constantly looking for new ways to generate profit without having to charge the building-owner

additionally and using CERLOS does just that. A CCR can improve both their and their clients’

quality of life through safer homes and a cleaner environment using a superior product at a lower

installed price compared to other standard building materials, all while enjoying increased profit

margins.

CCR program is an opportunity for contractors and builders alike to have access to this brand new,

high-demand, and limited production proprietary building material for safer homes and a cleaner

environment.


MARKET STRATEGY

CERLOS CERTIFIEDREPRESENTATIVE PROGRAM

Purchasing CERLOS directly at wholesale.

CERLOS product and installation training.

Listed and promoted on Website as a CCR.

Sent warranty work.

Sent referrals for CERLOS installations.

Benefit from National advertising and ongoing support.

Manage CERLOS Recycle Bins.

Receive up to the first 8,000 Square feet of CERLOS at 100% discount.

Lifetime 3% annual rebate on yearly purchases over 60,000 sq/ft.

THIS DISTRIBUTION MODEL OFFERS A LIST OF EXCLUSIVITY BENEFITS:

10 COMPANIES HAVE ALREADY PAID MOXY TO BECOME A CCR AND MANY MORE HAVE EXPRESSED

INTEREST TO BECOME ONE.


MARKET STRATEGY

ONLINE STRATEGY

WebsiteMOXY OID’s website will be the virtual business card and portfolio for the company. It will be the online home of our products where we showcase their superior characteristics and technical information and highlight the research that brought us here and current ongoing research that will bring us into the future. The key to the success of the website strategy is combining a very well-designed front end, with a back end capable of recording success stories and comments. Our website will also be the online home of our CCR’s where they will be able to order and purchase CERLOS products, track their performance and history and find marketing and promotion material.

Social Media Influencer MarketingOver the last two decades, social media has become an integral part of people’s lives—and a crucial way for brands to reach new audiences. As numerous studies have documented, most people, particularly homeowners, are known to buy based on the conversation and recommendations of trusted friends, family and colleagues. Finding the people that influence their peers’ decisions where to shop and what to buy has long been viewed as the Holy Grail of marketing. Increasingly, online social media networks are being seen as venues for locating these influencers.

As more users joined social media platforms like Facebook, Youtube, Instagram, Pinterest, Snapchat, and Twitter, many of them became content creators themselves, curating and crafting their own stories, photos, and videos for others to see.

This is how social media influencers were born and quickly attracted the attention of marketers.

Influencer marketing is when companies partner with influencers in order to increase brand awareness or conversions among a specific target audience.

According to this study,13 the average earned media value per dollar spent on influencer marketing is $5,20. Earned media is publicity a firm gains from promotional efforts other than paid advertising. Earned media value is a monetary representation of this publicity. Businesses who understand influencer marketing gain impressive returns, up to $18 in earned media value for every dollar they spend on influencer marketing.

This goes hand in hand with the CERLOS Certified Representative program and will complement the whole Go-Market-Strategy.

13 “The State of Influencer Marketing 2019 : Benchmark Report [+ ....” 28 May. 2019,

https://influencermarketinghub.com/influencer-marketing-2019-benchmark-report/ Accessed 8 Oct. 2019.


PARTNERSHIPS


Specifically, Kingspan Unidek B.V. a manufacturer of structural insulated panels (SIP’s) expressed its interest in researching the technical and economical applicability of CERLOS on its structural insulated panels. Upon the delivery of ‘proof of principle’, MOXY OID and Kingspan intend to negotiate a business relationship and a purchase agreement for CERLOS SipSkin panel boards. For reference Kingspan is a company founded in 1966, is headquarted in Ireland and has an annual revenue of $4.3 billion.14

Earth & Eternity BV is a Dutch private company specializing in building affordable and net-zero buildings. E&E is also a manufacturer of shiplap siding/claddings, where it combines its proprietary Solidpaint with a special MDF substrate. They want to replace this MDF substrate with a material that is water and weather stable, has minimum reaction to fire, is more stable in terms of shrinking and swelling and has a better price/ performance ratio. Therefore E&E in a letter of intend, expressed its interest in researching the technical and economical applicability of CERLOS on its cladding concept and upon the delivery of ‘proof of principle’, to negotiate a business relationship with MOXY OID and a purchase agreement for CERLOS Siding/ Cladding panel boards. Additionally, expressed its interest in becoming a CERLOS Certified Representative.

VDL Technologies in a letter of support (LOS) expressed their confidence in our long-term cooperation, and that together with MOXY OID will be successful in bringing a CERLOS production line to the level of manufacturing sellable boards. VDL was founded in 1953, is headquartered in the Netherlands and has a revenue of $5 billion per year.

OUR OTHER PARTNERS

PARTNERSHIPS

MOXY OID have developed relationships with other big bulding materials manufacturing companies. Some of them officially expressed their interest in CERLOS products with Letters of Intent (LOI).

14 “ Structural Insulated Panel Technology | Kingspan | Great Britain.” https://www.kingspan.com/gb/en-gb/products/engineered-timber-systems/structural-insulated-panel-technology . Accessed 17 Oct. 2019.


FINANCIALS


FINANCIALS

7 YEAR SALES FORECAST

THE SALES FORECAST SHOWS A CONSISTENT INCREASE IN SALES OVER THE NEXT SEVEN-YEAR PERIOD. FACTORS INCLUDE:

▶ Increasing brand awareness.

▶ Increasing recognition of superior product performance.

▶ Increasing awareness of health and environmentally friendly characteristics.

▶ Tightening government regulations concerning environmental and health issues.

Production and sales will start 16 months after the beginning of setting up the manufacturing line and facilities. The net sales for year 2,3,4,5, 6 and 7 are $26 million, $61M, $151M, $305M, $440M and $634M respectively.


For comparison, James Hardie’s North America sales for Fiber Cement in 2017 were $1.5 Billion or 2,215.400,000 sq. ft. of finished product at the price of $0.67 per square feet.

Earnings before interest, tax, depreciation, and amortization (EBITDA) is a measure of a company’s operating performance. Essentially, it’s a way to evaluate a company’s performance without having to factor in financing decisions, accounting decisions or tax environments.15 Estimated EBITDA for year 2,3,4,5,6 and 7 of production is $9.3M $32.8M $86.6M $185.6M $271.5M and $404.9M respectively.

15 “Ebitda | Definition of Ebitda by Merriam-Webster.” 12 Sep. 2019,

https://www.merriam-webster.com/dictionary/EBITDA . Accessed

8 Oct. 2019.

The Company will operate its manufacturing facility, launch a go-to-market campaign and sales operations, hire employees, lease/ open a new office commensurate with expansion needs, and expand electronic media capabilities.

Additionally, revenues could be enjoyed by MOXY OID’s introduction in established territories of other products like CERLOS roofing tiles, which is an even larger market place to siding/cladding or numerous other products that CERLOS solves in current product shortfalls. The Company will also expand by geographical expansion throughout the USA/Canada, then Europe and Asia. This will enable the Company to keep growing sales, keep up with demand and deliver on a timely basis.

The important elements of the production forecast are shown in the Production Projections chart 6.6. Total production can increase in an exponential curve over the projected next “seven years.” The Company estimates a conservative market share beginning for its market entry product CERLOS Siding/Cladding in only the U.S. Market of 0.07% in year 1 of production to 2.03% in year four of production.

The Company has not budgeted for sale prices to increase and that material costs remain constant for the next five years. Although once market shares are attained, demand for CERLOS may increase and we may be able to increase our sale price to fiber cement pricing. Additionally, we do expect input material costs to decrease taking into account the savings from purchasing in growing economic quantities.

FINANCIALS

7 YEAR SALES FORECAST

MARKET SHARE

YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7


FINANCIALS

INCOME STATEMENT

CONSOLIDATED FINANCIAL

PROJECTIONSYear-1 Year-2 Year-3 Year-4 Year-5 Year-6 Year-7

Net Sales 0 26,080,719 61,530,981 151,684,649 305,252,256 440,893,157 634,147,220

Cost of Goods Sold

Input Ingredients 0 12,575,002 24,743,751 54,103,147 104,765,919 151,133,459 210,219,074

Freight in/out 0 3,026,258 5,954,748 13,020,280 25,212,612 36,371,267 50,590,612

Less: Ending inventory

0 2,608,072 6,153,098 15,168,465 30,525,226 44,089,316 63,414,722

Total Cost of Goods Sold

0 12,993,188 20,738,662 51,954,962 99,453,305 143,415,411 197,394,964

Gross Profit (Loss) 0 13,087,531 40,792,319 99,729,686 205,798,951 297,477,746 436,752,256

INCOME

EXPENSES

OPERATIONS Year-1 Year-2 Year-3 Year-4 Year-5 Year-6 Year-7

Salaries & Wages 996,000 996,000 2,220,000 2,460,000 3,012,000 3,012,000 3,012,000

Office/Lab/Warehouse & utilities

84,000 84,000 84,000 84,000 84,000 84,000 84,000

Telephone/ Internet hosting/ network

8,400 8,400 8,400 8,400 8,400 8,400 8,400

Travel 48,000 48,000 60,000 60,000 60,000 60,000 60,000

Office supplies 1,200 1,200 1,200 1,200 1,200 1,200 1,200

Office equipment purchase

2,400 2,000 2,000 2,000 2,000 2,000 2,000

Vehicle expenses 24,000 24,000 48,000 72,000 72,000 72,000 72,000

Equipment - Purchase (lab 300k)

0 0 0 0 0 0 0


FINANCIALS

INCOME STATEMENT

Equipment - Lease

45,000 455,857 1,309,914 2,973,029 5,017,585 6,618,942 7,366,242

Depreciation 240,000 477,750 697,207 896,754 1,071,891 1,231,824 1,434,459

Manufacturing Facility (Plant)

60,000 240,000 240,000 240,000 240,000 240,000 240,000

Energy 4,350 12,000 26,850 73,350 127,500 172,500 243,000

Plant Staff 60,000 904,750 2,075,000 4,494,900 8,521,300 11,962,200 16,678,500

Other (Contingency)

152,334 152,636 850,175 1,402,571 1,605,296 2,092,654 2,301,662

Total Direct Expenses

1,725,684 3,406,594 7,622,747 12,768,204 19,823,173 25,557,720 31,503,463

Professional Fees 16,500 49,000 60,000 60,000 60,000 60,000 60,000

Accounting 16,000 16,000 16,000 16,000 16,000 16,000 16,000

Legal 55,000 60,000 60,000 60,000 60,000 60,000 60,000

Consultants 22,500 30,000 30,000 30,000 30,000 30,000 30,000

POS Materials/ Internet

110,000 155,000 166,000 166,000 166,000 166,000 166,000

Total Indirect Expenses

220,000 310,000 332,000 332,000 332,000 332,000 332,000

Total Expenses 1,945,684 3,716,594 7,954,747 13,100,204 20,155,173 25,889,720 31,835,463

EBIT -1,945,684 9,370,937 32,837,572 86,629,482 185,643,778 271,588,026 404,916,793

Tax provision -389,137 1,485,051 6,567,514 17,325,896 37,128,756 54,317,605 80,983,359

Net Profit -1,945,684 5,940,203 26,270,058 69,303,586 148,515,022 217,270,421 323,933,435

Expected Dividend% on Face Value

for Token Holders0.00% 5.08% 17.73% 31.19% 66.83% 97.77% 145.77%


FINANCIALS

PRODUCTION PROJECTIONS

These are the Seven-year production projections since the beginning of the manufacturing facility construction. As we can see below production does not start until the 13th month when it is estimated that the first manufacturing line will be ready. By year 7 production output increases exponentially with 16 manufacturing lines and round the clock shifts.

YEAR 1

Month 1 2 3 4 5 6 7 8 9 10 11 12

Lines 0 0 0 0 0 0 0 0 0 0 0 0

Shifts 0 0 0 0 0 0 0 0 0 0 0 0

Production Sq. Ft

0 0 0 0 0 0 0 0 0 0 0 0

YEAR 2

Month 13 14 15 16 17 18 19 20 21 22 23 24

Lines 1 1 1 1 1 1 1 1 1 1 1 1

Shifts 1 1 1 2 2 2 2 2 2 2 2 2

Production Sq. Ft

1,050,484 2,100,967 2,100,967 4,159,915 4,159,915 4,159,915 4,159,915 4,159,915 4,159,915 4,159,915 4,159,915 4,159,915

YEAR 3

Month 25 26 27 28 29 30 31 32 33 34 35 36

Lines 1 1 1 1 1 1 2 2 2 2 2 2

Shifts 3 3 3 3 3 3 4 4 5 5 6 6

Production Sq. Ft

6,302,901 6,302,901 6,302,901 6,302,901 6,302,901 6,302,901 8,382,858 8,382,858 10,462,815 10,462,815 12,605,802 12,605,802

YEAR 4

Month 37 38 39 40 41 42 43 44 45 46 47 48

Lines 3 3 3 4 4 4 5 5 5 5 5 5

Shifts 7 7 8 8 10 10 11 11 12 12 13 13

Production Sq. Ft

14,685,759 14,685,759 16,765,716 17,290,958 19,959,186 19,959,186 23,089,627 23,089,627 25,169,584 25,169,584 27,312,570 27,312,570

CONSOLIDATED PRODUCTION SHEET


FINANCIALS

PRODUCTION PROJECTIONS

YEAR 5

Month 49 50 51 52 53 54 55 56 57 58 59 60

Lines 6 6 6 7 7 7 9 9 9 9 9 9

Shifts 15 15 16 17 19 19 21 21 23 23 25 25

Production Sq. Ft

31,451,475 31,451,475 33,531,432 36,199,660 38,867,888 38,867,888 44,078,286 44,078,286 48,238,201 48,238,201 52,524,174 52,524,174

YEAR 6

Month 61 62 63 64 65 66 67 68 69 70 71 72

Lines 9 9 9 9 9 9 12 12 12 12 12 12

Shifts 22 22 24 25 27 27 30 30 33 33 36 36

Production Sq. Ft

46,137,234 46,137,234 50,297,149 52,440,135 56,726,107 56,726,107 62,965,979 62,965,979 69,205,851 69,205,851 75,634,810 75,634,810

YEAR 7

Month 73 74 75 76 77 78 79 80 81 82 83 84

Lines 13 13 13 13 13 13 16 16 16 16 16 16

Shifts 33 33 36 36 39 39 42 42 45 45 48 48

Production Sq. Ft

69,268,880 69,268,880 75,508,752 75,508,752 81,937,711 81,937,711 88,177,583 88,177,583 94,417,454 94,417,454 100,846,413 100,846,413


FINANCIALS

PROJECTED PROFIT AND LOSS

MOXY OID’s Pro Forma Profit and Loss statement is constructed on the best estimate basis in large part on the management’s experience in the building materials market place, market trends, government regulations, environmental and health issues.

The Company will show a Net Loss in EBITDA in the amount of (-$1,945,684) for year 1 due to expenses and downtime until the completion of the first V2 (version 2) manufacturing line. The Company will show a positive EBITDA of ($9,370,937) in year 2, $32,837,572 in year 3, $86,629,482 in year 4, $185,643,778 in year 5, $271,588,026 in year 6 and EBITDA of $404,916,793 in year 7.

The Company will depreciate its office furniture, fixtures, and equipment, including computers over a seven-year period using straight-line depreciation. All the capitalized costs are projected to be depreciated over a 20 year period on a straight line basis which is well within the recommended accounting guidelines applicable for the company

YEAR YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7

Net Sales 0 26,080,719 61,530,981 151,684,649 305,252,256 440,893,157 634,147,220

EBITDA -1,945,684 9,370,937 32,837,572 86,629,482 185,643,778 271,588,026 404,916,793

NET PROFIT AND EXPECTED DIVIDEND ON FACE VALUE16 OF TOKENS

CONSOLIDATED FINANCIAL

PROJECTIONSYEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7

Tax provision -389,137 1,485,051 6,567,514 17,325,896 37,128,756 54,317,605 80,983,359

Net Profit -1,945,684 5,940,203 26,270,058 69,303,586 148,515,022 217,270,421 323,933,435

Expected Dividend% on Face Value

for Token Holders0.00% 5.08% 17.73% 31.19% 66.83% 97.77% 145.77%

16 “Face Value Definition - Investopedia.” 15 Jul. 2019, https://www.investopedia.com/terms/f/facevalue.asp . Accessed 23 Oct. 2019.


FINANCIALS

COMPARATIVE VALUATION AND POTENTIAL UPSIDE

The investment market has been well receptive to new entrants with innovative products and rewarding them with superior valuations.

MOXY is well poised for a massive valuation upgrade after commercialization of its much superior product which is offered at a fraction of the price to its peers.

TREX HAS SUCCEEDED IN THE “SMALL” DECKING MARKET

• Valuation USD$5bn: Trex shares are ip 50% + YTD and the company now has a USD$5bn valuation.

• Good valuation comparable to remember: Trex trades at 30x forward PER, 6x forward P/Sales.

• Wood/Rubber Product: Trex mixes rubber with woodchips. The solution is expensive (USD$14/sq ft), more than 15x CERLOS.

TREX SHARE PRICE


TEAM


TEAM

MANAGEMENT TEAM

Each member of the MOXY OID team provides a unique skillset and perspective that contributes to our current and future success. The breadth, depth and strength of our expertise and talents, and our extensive network and business relationships provides unique advantages. MOXY OID employees and representatives will foster sales growth by building strong customer relationships, demonstrating a total focus on customer service, and by providing valued delivery of the highest quality, sustainable products in the global building materials industry. By creating value for our customers and delivering superior, quality products, MOXY OID will realize exceptional growth and return for our stakeholders.

Robert BedardeMBA, CEO

A powerful negotiator with endless energy, strong goal-directed focus and exceptional business acumen. An entrepreneurial business leader with expertise in bringing innovative products to market. 30+ years in financial services, M&A, commercial development, with focus on construction materials industry. Top leadership roles at Bank of BC (HSBC Canada), CEO and founder of Citiclaims Brokers, and Avenue Zero. Investor and co-founder of MOXY OID.

D. Alan HeywoodPresident, Chief Technology Officer

The inventor behind CERLOS whose vision was to create a material with the characteristics of wood and of masonry or porcelain. After many years of research and extraordinary persistence, Alan discovered the needed properties of the source ingredients and the chemistry to make it work. The result is a rather unexpected material produced using a chemical process rather than mechanical methods that is remarkably flexible and economical to produce.


TEAM

MANAGEMENT TEAM

Robert GagneCIPM, CISM, CISSP, CRISC, Chief Information Officer

Rob is a Certified Information Privacy Manager (CIPM), Certified Information Security Manager (CISM), Certified Information Systems Security Professional (CISSP) and is Certified in Risk and Information Systems Control (CRISC). For 20 years Rob has provided his expertise in information security, strategic planning, and data governance to mining, manufacturing, financial and marketing industries.

Mark SolomonVP, Business Development and Marketing

Mark Solomon began his career in engineering and R&D for firms including Texas Instruments and Rand. He transitioned to a licensed financial adviser, commodities trader, online marketing consultant, and author of multiple financial books including one of the early books about Bitcoin. Mark has also lead the content development for technical and financial consultancies. Recognizing the global potential of CERLOS, Mark is now focused completely on bringing CERLOS to market and helping build MOXY.

Antoon EggenhuizenEuropean Advisor

Tony’s lifelong career has been in the Building and Construction industry specializing in the sector of roofing materials, structural roofing components and sandwich technology. Tony was also responsible for the product development of foam-core panels for Unidek B.V. He has gathered considerable practical experience and theoretical knowledge in composite materials. Tony is the representative for MOXY OID Technology Management Ltd. on the European continent.


TEAM

OUR ADVISORS

Don AsokTechnology Advisor

Vin MenonBlockchain Advisor

Kate AlippaMarketing Advisor

MOXY OID is in talks with the accounting giant

to be advised and audited after funding.


INITIAL EXCHANGE OFFERING



KEY STATISTICS

TOKEN NAME CERLOS

MINIMUM GOAL $2,000,000

FUNDRAISING GOAL $20,800,000

TOKEN SUPPLY 25 MILLION TOKENS

NOMINAL TOKEN PRICE $1

JURISDICTION Labuan - Malaysia

ASSET CLASS Asset Backed Token

INVESTORS RIGHT Right to receive incomelinked to profits

ACCEPTED INVESTMENT CURRENCIES

Bitcoin, Ethereum,USD, Euro, GBP



THE OFFERING

MOXY OID through its group company CERLOS Inc. registered in Labuan Malaysia, is raising funds by offering an ERC 1400 token providing the flow through right to receive dividends declared by MOXY, the company that carries out its main operations in Canada.

This is a hybrid offering where the token holders without having to own the equity of a company directly are eligible to receive the income linked to the profits of the company.

Owners of CERLOS tokens are not the shareholders of either CERLOS Inc or MOXY OID but can contractually claim the rights to the income distributed by CERLOS Inc. according to their percentage share. CERLOS Inc owns 25% equity in MOXY OID, thus has the rights to 25% of the profit distributed by the Canadian company. You can see the detailed corporate structure in the next subchapter 11.3.

Only holders of the CERLOS token who can prove legal ownership can claim their rights to the profit. To ensure the legitimacy of the investors, KYC/AML checks are required. This ensures that the identity of the investors and the trustworthiness of the nature of their business, thus preventing illegitimate funds from participating in the offering.

Investors from the following countries are not allowed to participate in the ABT Offering: Malaysia, USA, Canada, Syria, Iran, Iraq, Congo, Libya, North Korea, Somalia, Sudan, Ukraine, Venezuela, Yemen, Zimbabwe, Belarus, Cuba.



CORPORATE STRUCTURE

3C TechnologiesAlan, RB

ALAN, RB & RG

CERLOS Inc.Labuan, MalaysiaToken Issuing Co.

Income fromInvestments

10% Retention90% Distribution

Dividends to Token Investors

DIVIDEND TOKEN OFFER USD$20.8M

Token Offer Subscribing Investors

MOXY OID, CanadaOperating Co.

$$$Dividends

USD $20.8M

25% Equity

ASSET BACKED TOKEN STRUCTURE

100%



ROUNDS

CERLOS Inc plans to sell a maximum of 25 000 000 CERLOS tokens in three (3) rounds, Private sale, Pre-sale, and Main sale. Only Accredited Investors can participate in the Private sale with a minimum investment of $ 125,000.

The nominal price per token in the Main sale is $1, the price per token in the Pre-sale is $0.85, while investors in the Private Sale can subscribe at a price of $0.70 per token.

Unsold tokens will be retained by the company as treasury tokens. Just like treasury shares 17 they are not included in the distribution of dividends or the calculation of earnings per token. The company, through a board resolution may decide to offer them again for funding at a future date.

ROUNDOFFER SIZE

(IN USD)TOKENS PRICE

VALUATION(IN USD)

Private Sale 7,000,000 10,000,000 0.7000 17,500,000

Pre - Sale 6,800,000 8,000,000 0.8500 21,250,000

Main Sale 7,000,000 7,000,000 1.0000 25,000,000

20,800,000 25,000,000

17 “Treasury Stock (Treasury Shares) Definition - Investopedia.” 30 Sep. 2019 https://www.investopedia.com/terms/t/treasurystock.asp. Accessed 23 Oct. 2019.



OFFERING PLATFORM

Our prospective offering will be carried out on the CGCX.io exchange in the form of an IEO. The offer is insured for all risks relating to the offering document and white paper making it more secured for investors relying on the information presented in such documents.

After the token is listed, they are automatically insured from losses arising out of a cyber attack or a hack. This is a great comfort to the investors in this complicated digital age which has seen multi-billion dollar losses due to these hacks.

In this exchange glut of crypto space, CGCX.io has been specializing in insured structures concentrating on the niche asset backed tokens providing investors with quality digital assets to invest with peace of mind.



ETHEREUM PLATFORM

CERLOS tokens will be issued on the Ethereum blockchain under the ERC1400 standard.

Ethereum is a global, open-source platform for decentralized applications. On Ethereum, you can write code that controls digital value, runs exactly as programmed, and is accessible anywhere in the world. Launched in 2015, Ethereum is the world’s leading programmable blockchain. Like other blockchains, Ethereum has a native cryptocurrency called Ether (ETH). ETH is digital money. Like Bitcoin, ETH has many of the same features. It is purely digital and can be sent to anyone anywhere in the world instantly. The supply of ETH isn’t controlled by any government or company - it is decentralized, and it is scarce. People all over the world use ETH to make payments, as a store of value, or as collateral.

But unlike other blockchains, Ethereum can do much more. Ethereum is programmable, which means that developers can use it to build new kinds of applications. These decentralized applications (or “dapps”) gain the benefits of cryptocurrency and blockchain technology. They can be trustworthy, meaning that once they are “uploaded” to Ethereum, they will always run as programmed. They can control digital assets in order to create new kinds of financial applications. They can be decentralized, meaning that no single entity or person controls them. Most of these decentralized applications use utility ERC20 tokens. Utility tokens represent access to a network, and your token purchase represents the ability to buy goods or services from that network — kind of like purchasing a game token being used to play an arcade machine. Utility tokens give you that same type of access but just to a product or service.

ERC20 is a protocol standard that defines certain rules and standards for issuing tokens on Ethereum’s network. In ‘ERC20’, ERC stands for Ethereum Request For Comments, and 20 stands for a unique ID number to distinguish this standard from others. Similar to the fact that we have an HTTP protocol for the internet, we have a standard protocol for tokens to be issued on Ethereum i.e. ERC20.

A big majority of tokens are created using it but with the new wave of tokenization of assets, this standard became an issue. It basically doesn’t comply with all intricate regulations of securities which are much more regulated financial instruments than utilities. It became a sensitive subject in the US and pushed crypto space to find new ways of being compliant with financial regulators.

In response to the issue, ERC1400 standard was created. What is exactly ERC1400 token standard and why is it so important in regards to security tokens.



ERC1400 -THE SECURITYTOKEN STANDARD

Security tokens are designed to represent complete or fractional ownership interests in assets and/or entities. The most important thing about ERC1400 token standard is the fact that it has mechanisms to restrict its usage based on identity, jurisdiction and asset category. It assigns ownership to its holder — it can easily replace paper shares as it is designed on the blockchain that brings significant transparency.

Now, with ERC1400 we can make all kind of restrictions:

1. Regulate holding period in a wallet.

2. Whitelist all potential buyers/sellers.

3. KYC wallets and restrict sales when KYC expired.

4. Put a threshold on transactions.

5. Limit the number of tokens per wallet.



ALLOCATION OF FUNDS

The majority of the fund (60%) will be used by MOXY OID to replicate the success of pilot projectin other locations at a much larger scale to meet the demand for CERLOS products. Legal,Business Development and Administrative expenses will use 10% of the funds raised. Marketingand Business Development will use 10%. Research and Development will be allocated 10% ofthe funds raised while the balance 10% is allocated to take care of the issue and fund raisingrelated expenses.

Legal, Business Developmentand Administrative10%

ManufacturingFacilities 60% Marketing and

Communications10%

R&D Expenses10%

Issue Expenses10%



INSURANCE PROTECTION

A first of its kind investment insurance extended forall CERLOS Investors.

With the insurance in place, investors can be assured of utilizationof funds and a flow through of benefits.

Investors get protected from losses arising out of any missingdeclarations and missing fraud and embezzlement.

Investment losses arising from the risk of inadvertentmisrepresentation also is covered under the insurance.

With offer related risks covered by the insurance, investorscan be assured of the reliability of the offer and have peace of mind.



RISK FACTORS

No inference ought to be drawn as to the order in which the following risk factors are presented as to their relative importance or potential effect.

Prospective investors in CERLOS Tokens should carefully consider all the information in this document, including the risks described below and base their decision solely upon their independent personal financial advisers.

The risks and uncertainties described below are considered to be the material risk factors relevant to MOXY OID and/or the Company and/or CERLOS Inc and the CERLOS Tokens which are currently known to the Directors. These risks and uncertainties are not the only ones faced by MOXY OID and/or CERLOS Inc and additional risks and uncertainties not presently known or currently deemed immaterial may also have a material adverse effect on MOXY OID and the value of the Tokens.

The CERLOS Tokens will be secured by a contract to receive income linked to the profits of MOXY OID. Certain risks and uncertainties facing the Group, may have a material adverse effect on the financial condition and ability to honour the profit right of the token holders.

A prospective investor should consider with care whether an investment in the Tokens is suitable considering personal circumstances and the financial resources available to them. An investment in the CERLOS Tokens is only suitable for investors capable of evaluating the risks and merits of such investment and who have enough resources to bear any loss which may result from the investment. Prospective investors should, therefore, consult an appropriate authorized independent financial adviser before investing.

Investment in the CERLOS Tokens should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Tokens or of the value of the security contingent on the value of the MOXY OID, investments will occur or that the business operation and/or investment objectives of the MOXY OID will be achieved. Accordingly, a lack of income in the MOXY OID will adversely affect the ability of CERLOS Inc to distribute the income to the Token Holders. Investors may lose their entire capital. The prices of tokens and the income derived from them can be very volatile.



RISK FACTORS

The risks noted below do not necessarily comprise all those faced by MOXY OID and/ or the Company and/or CERLOS Inc and are not intended to be presented in any assumed order of priority. Additional risks not currently known to MOXY OID and/or the Company and/or CERLOS Inc, or that MOXY OID and/or the Company and/or CERLOS Inc, currently deem immaterial, may also impair the value of the Tokens.

Although the Directors will seek to minimize the impact of known Risk Factors on the CERLOS Tokens, investment in the Tokens should only be made by investors able to sustain a total loss of their investment. Investors are strongly recommended to consult an authorized investment adviser who specializes in investments of this nature before making any decision to invest.


COMPANY RISKS (RELATING TO MOXY OID)


RISK FACTORS

Market perception of MOXY OID, CERLOS Inc and the CERLOS Token may change, potentially affecting the value of investors’ holdings and the ability of the Investors to trade the Tokens.

Actions of third parties, including contractors and partners MOXY Token Issuing will be reliant to a great extent on third parties to provide contracting services relating to the issue and maintenance of the Tokens in circulation. In certain circumstances, the CERLOS Inc may be liable for the acts or omissions of their partners. If a third party pursues claims against a Group company or against a joint venture vehicle as a result of the acts or omissions of any of the Group’s partners, the relevant Group Company’s ability to recover from such partners may be limited. Recovery under such arrangements may involve delay, management time, costs and expenses or may not be possible at all which, in each case, could adversely affect the Group’s financial performance and condition.

Management of Growth Projections There can be no guarantee that the company, and specifically MOXY OID, will achieve the level of business anticipated which will directly impact the value of the Tokens.

Dependency on Key Personnel The loss of any key individuals in the Group’s executive management team or the inability to attract appropriate personnel could impact overall Group performance.

Risk of Dilution There may be a requirement for the MOXY OID to raise further funds in the future in order to fully exploit the business opportunities available and to fund further expansion. Such a funding requirement may be by way of the issue of further ordinary shares in MOXY OID on a non-pre-emptive basis. There is no commitment in place guaranteeing that any funds required in the future will be available and, if further equity finance is raised, the interests of existing shareholders, including CERLOS Inc thereby the interests of the token holders may be diluted.

Limited Operating History TThe MOXY OID does not have an established operating history. The Group’s operations are at an early stage of development and success will depend upon the MOXY OID and its directors’ ability to manage the current projects and to identify and take advantage of further opportunities which may arise. MOXY OID has not generated profits to date and there is no guarantee that it will do so in the future. Significant capital investment may be required to realize profitability.

Historical facts, information gained from historic experience, present facts, circumstances and information, and assumptions from all or any of these are not a guide to the future. Aims, targets, plans and intentions referred to herein are no more than that and do not imply forecasts. The Tokens should be regarded as a highly speculative investment and an investment in Tokens should only be made by those with the necessary expertise to fully evaluate the investment.



RISK FACTORS

Disclosure of Identity MOXY OID and/or CERLOS Inc. may be required by law, regulation or government authority to disclose information in respect of the identity of their respective shareholders and/or Tokenholders, including beneficial owners/ investors.

The business is also exposed to regulatory risks especially relating to construction and building material. The Company believes that they will hold or will obtain all necessary approvals, licenses and permits under applicable laws and regulations in respect to the establishment, manufacturing and sale of such products envisaged by MOXY OID. Any deviation to these regulatory actions may delay or affect the ability to generate the anticipated income.

Service Providers and Investors’ rights Tokenholders/shareholders generally have no direct rights against CERLOS Inc or MOXY OID’s service providers. Where wrongdoing is alleged to have been committed against CERLOS Inc or MOXY OID, such wrongdoing would generally only be actionable by the relevant entity. In the absence of any direct contractual relationship between the Tokenholders/shareholders and the Company’s service providers, there are only very limited circumstances in which a Tokenholder/shareholder may bring a direct claim against any such service provider.

Reliance on and exposure to high risk capital expenditure A material part of MOXY OID Operations are dependant on acceptability and use of their new product by the construction sector. Any adversity to this assumption may lead to the redundancy of the fixed investment hampering the ability to generate the anticipated profits.

MANAGEMENT PERCEPTIONThe risk factors stated above are both generic and specific in nature. The generic ones are systemic in nature and dependent on market dynamics that may have an effect on company performance while the specific risks are definitely within the ability of our experienced management team to diversify and mitigate. The focus of the management is to always use a professional approach to reduce the specific risk to the best possible extent so as to maximize the token holder value and achieve superior returns to them.


FAQ


FAQ

HAS MOXY OID ALREADY PRODUCED PROTOTYPES OF CERLOS TO PROVE THE PROCESS WORKS?

Yes, MOXY OID has proven CERLOS composites meet or exceed all construction standards for fire, strength, durability, weather resistance, mold or mildew resistance, and infestation resistance beyond competitor’s products.

WHERE WILL CERLOS BE AVAILABLE?

CERLOS will be available in North American markets and in Europe, depending on product availability, distribution arrangements, trademark, and import restrictions.

WHAT GUARANTEES ARE THERE THAT THE FUNDS WILL GO INTO CREATING A WORKING PRODUCTION PLANT?

MOXY OID has invested 18 + years with over $20 million in R&D developing the groundbreaking CERLOS composite and are now pivoting from R&D to commercialization. The MOXY OID team behind CERLOS has committed a large portion of their business lives bringing CERLOS into the world because of the tremendous benefits it will impart. This proven team has demonstrated their commitment to finish what they started through both their financing and 18 + years of commitment.

IS THE SIDING MARKET A GROWING MARKET AND WILL CERLOS BE ABLE TO SCALE?

North America green building materials market size in 2017 was approximately $210 billion and growing forecasted to grow at 11.2% from 2012-2022 by Grand View Research. World siding market estimated to reach $80 billion in 2019, with North America projected to be the fastest growing market. These statistics ensure that CERLOS will support a growing business upon reaching commercial production and distribution.

WHAT MAKES CERLOS BY MOXY OID UNIQUE, ECO-FRIENDLY AND DESTINED FOR MARKET SUCCESS?

CERLOS starts with lignocellulosic fiber from cornstalks, straw and other agricultural waste. Lignocellulosic fiber is a cell of all living plants that potentially could be sourced for this amazing natural material. Applying a proprietary production method developed over 18 + years by MOXY OID, the lignocellulosic fiber combines with abundant, responsibly sourced and safe ingredients to form a wide variety of aesthetic or structural building components.

MOXY OID’s process achieves a multipart dream for construction materials:

1. Lower cost.

2. Environmentally responsible end-to-end in raw materials, production, installation, use and disposal.

3. Superior characteristics with resistance to water, fire, infestations, mold, temperature ranges, humidity.

Q

Q

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This Whitepaper has been prepared by the Issuer in connection with a prospective offering (the “Asset Backed Token Offer” “ABTO” “) by the Issuer of such tokens (“ABT”) as more particularly described in this Information Memorandum. The purpose of this Whitepaper is to assist the recipient in deciding whether he/she wishes to proceed with a further investigation of the Asset Backed Tokens and the ABTO, and in determining the level of any interest he/she may wish to make in connection with the ABTO (the “Specified Purpose”). This Memorandum does not constitute an offer or invitation in respect of the ABTO or of any other sale or purchase of securities, or of any of the businesses or assets described in the Whitepaper.

The information in this Whitepaper, which does not purport to be comprehensive, has been provided by the Issuer and has not been independently verified. While the Whitepaper has been prepared in good faith, no representation, warranty, assurance or undertaking (express or implied) is or will be made, and no responsibility or liability is or will be accepted by the Issuer, the Company, MOXY OID or any of their respective subsidiaries or by any of their respective officers, employees or agents in relation to the adequacy, accuracy, completeness or reasonableness of this Whitepaper, or of any other information (whether written or oral), notice or document supplied or otherwise made available to any interested party or its advisers in connection with the ABTO . All and any such responsibility and liability is expressly disclaimed. In particular, but without prejudice to the generality of the foregoing, no representation, warranty, assurance or undertaking is given as to the achievement or reasonableness of any future projections, management estimates, prospects or returns contained in this Whitepaper, or in such other information, notice or document. The recipient acknowledges and agrees that no person has, nor is held out as having, any authority to give any statement, warranty, representation, assurance or undertaking on behalf of the Issuer in connection with the ABTO or the Cryptographic Tokens.

This Whitepaper includes statements, which contain words or phrases like: “will’’, “aim”, “will result”, “possible”, “likely”, “believe”, “propose”, “expect’’, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “should “, “project”, “will pursue” and similar expressions or variations of such expressions, that are “forwardlooking statements”. Any projections or forward-looking statements or opinions contained in this Whitepaper constitute estimates by the Issuer based upon sources deemed to be reliable, but the accuracy of this information is not guaranteed, nor should the recipient consider the information all-inclusive. By their nature, forward-looking statements are only estimates and could be materially different from what actually occurs in the future as a result, actual future gains and losses could materially differ from those that have been estimated.

APPENDIX -1


Any investment in cryptographic tokens including the ones described in this Whitepaper is subject to fluctuations and the risks inherent in all investments and there can be no assurance that an investment will retain its value or that appreciation will occur. The price of security tokens and any income from such tokens can go down as well as up and investors may not realize the value of their initial investment. No information set out or referred to in this Whitepaper shall form the basis of any contract. Any prospective purchaser of the Issuer’s Security Tokens shall be required to enter into a subscription agreement acknowledging that it has not relied on, or been induced to enter into such an agreement, any representation, warranty, assurance or undertaking save as expressly set out in that agreement. This Whitepaper has been delivered to interested parties for information only and on the express understanding that they shall use it only for the Specified Purpose. The Issuer gives no undertaking to provide the recipient with access to any additional information or to update this Whitepaper or any additional information, or to correct any inaccuracies in it which may become apparent. The Issuer reserves the right, without giving reasons, at any time and in any respect, to amend or terminate the prospective Issue/Offer process or to terminate negotiations with any prospective subscriber. The issue of this Whitepaper shall not be deemed to be any form of commitment on the part of the Issuer (or any other person) to proceed with the prospective Issue/Offer or any other transaction.

Where this Whitepaper has been made available to the recipient in electronic form, recipients are reminded that documents or information transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, or any person who controls or is under common control with the Issuer or the Company nor any of their respective directors, officers, employees, representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the Whitepaper distributed to prospective investors in electronic format and the hard copy version.

Recipients are reminded that they have accessed this Whitepaper on the basis that they are a person into whose possession this Whitepaper may be lawfully delivered in accordance with the laws of the jurisdiction in which they are located and they may not nor are they authorized to deliver this Whitepaper, electronically or otherwise, to any other person. If recipients have gained access to this Whitepaper contrary to the foregoing restrictions, they will be unable to subscribe to any of the Security Tokens described therein.

This Whitepaper is being circulated to a restricted circle of persons, each of whom would be generally classified as “sophisticated “, “qualified”, “professional”, “accredited” or “institutional” investors. This Whitepaper is not designed for use in any jurisdiction or location where the publication or availability of the Whitepaper would be contrary to local law or regulation. If prospective investors have access to the Whitepaper it is their responsibility to be aware of and to observe all applicable laws and regulations of any relevant jurisdiction and it is recommended that an investor first obtain appropriate legal, tax, investment or other professional advice prior to acting upon this Whitepaper.


Notice to residents of Singapore: This Whitepaper and any other material in connection with the offer or sale of Security Tokens is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”). Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. Recipients should consider carefully whether an investment in the Security Tokens is suitable for them.

This Whitepaper has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”) and this prospective offering is not regulated by any financial supervisory authority pursuant to any legislation in Singapore. The Issuer is not authorized or recognized by the MAS and Security Tokens or interests in the Issuer are not allowed to be offered to the retail public. Accordingly, this Whitepaper and any other document or material in connection with the offer or sale, or invitation for purchase of Security Tokens may not be circulated or distributed, nor may the Security Tokens be offered or sold, or be made the subject of an invitation for purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 4A of the SFA, (ii) to a relevant person under Section 305(1) of the SFA, (iii) to any person pursuant to an offer referred to in Section 305(2) of the SFA, or (iv) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Security Tokens or interests in the Issuer purchased under Section 305 of the SFA by a relevant person which is:

a. A corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

b. A trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, shares, debentures, and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the interests pursuant to an offer made under Section 305 except:

1. To an institutional investor or to a relevant person defined in Section 305(5) of the SFA, or to any person pursuant to an offer that is made on terms that such Security Tokens relating to shares, debentures, and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

2. Where no consideration is or will be given for the transfer; or

3. Where the transfer is by operation of law.


Notice to residents of United Arab Emirates: This does not constitute a public offer of securities in the United Ara b Emirates in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended), the UAE Central Bank regulations, and the Securities and Commodities Authority laws and regulations (“SCA”).

Notwithstanding that we do not consider that the Security Tokens constitute Securities within the definition under SCA. We require you to provide confirmation that we are only presenting the opportunity to invest in the STO as a result of you expressing an interest in acquiring the Security Tokens and your specific request that we present the opportunity to you.

Accordingly, you acknowledge and agree that this Whitepaper and any related presentation have only been provided to you in response to a specific request from you to receive it and you have requested that we present the opportunity set out therein. You acknowledge and agree that the receipt by you of the Whitepaper and related presentation in accordance with your request does not constitute an offer to sell or a solicitation of an offer to buy any Security Tokens in the United Arab Emirates by the Company, or the Issuer or anyone.

You further acknowledge that the offer or sale of securities is restricted by law in the United Arab Emirates and given that notwithstanding that we do not consider the Tokens to be securities we request that you do not forward this on to other parties. You understand that no subscription to any securities, products or financial services may or be consummated within the United Arab Emirates in connection with this issue. This Whitepaper is strictly private and confidential and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. By receiving this document, the person or entity to whom it has been issued understands, acknowledges and agrees that this document has not been approved by the UAE Central Bank, the Securities and Commodities Authority, the UAE Ministry of Economy or any other authorities in the UAE, nor has the Company or the Issuer, received authorization or licensing from the UAE Central Bank, the UAE Ministry of Economy or any other authorities in the United Arab Emirates to market or sell securities within the United Arab Emirates.

Notice to Residents of Bahrain: This document has not been approved by the Central Bank of Bahrain which takes no responsibility for its contents. No offer to the general public to purchase the tokens will be made in Bahrain and this Whitepaper is intended to be read by the addressee only and must not be passed to, issued to, or shown to the public generally.

The tokens have not been offered or sold, and will not be offered or sold to any person in Bahrain except on a private placement basis to persons who are “accredited investors”.

Investors from the following countries are not allowed to participate in this Offering: Malaysia, USA, Canada, Syria, Iran, Iraq, Congo, Libya, North Korea, Somalia, Sudan, Ukraine, Venezuela, Yemen, Zimbabwe, Belarus, Cuba.

INNOVATION ISTHE ONLY WAY TO WIN.

-STEVE JOBS

“ “ANY QUESTIONS?WE HAVE THE ANSWERS

[email protected] 866-3820

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