This document is not an offer of securities or a collective investment scheme. This document is for informational purposes only and should not be relied on when purchasing PotPons.
Any and all information contained within this whitepaper is the individual or collective opinion of the Issuer, Issuer's counsel, Issuer's consultants, Issuer's advisors, and/or any other individual or group working with the Issuer on this project.
"To provide an ease of use application for medical marijuana patients and merchants to process payments for goods and services, utilizing "POTPONS" as a digital currency." In the Medical Marijuana Industry, generally, consumers and merchants, especially in the US, are restricted to cash as the form of payment for goods and services. PotPons Merchant Services System strives to be the front runner in the industry by providing an alternative payment solution for consumers and merchants.
PotPons coins are designed to have "in-app" functionalities while also being a peer-to-peer tradable coin.
Launching first in the US Medical Marijuana Industry, The PotPons Merchant Services System believes that it can provide services just like a credit card processor by creating individual state registered subsidiaries to utilize the State Chartered Credit Unions for virtual currency to US dollar conversion.
Global Marijuana Industry: According to the 2005 United Nations World Drug Report, the total value of world’s marijuana market was $141.80 Billion. With 164 million people using marijuana around the world. Now we jump 12 years to 2017, with the legalization of Medical and Recreational use marijuana and cannabis. As the legalization movement continues to grow so will the market cap and the opportunities for PotPons services.
Medical Marijuana: The world is becoming increasingly more acceptive of marijuana and other cannabis products for their abilities to ease pain and heal. The LEGAL Medical Marijuana industry is projected to globally exceed $55.8 Billion by 2025. With $16 Billion projected LEGAL revenue by 2020 in North American and Canada alone.
Alternative To Cash: The medical marijuana industry is dealing with the turmoil's of governmental and banking regulations on what forms of payment they can accept. "POTPONS" is a digital alternative form of payment which can be converted into real spendable cash.
"POTPONS" As Payment: Paying for medical marijuana goods and services with "POTPONS" is as easy as using a credit card or a mobile pay device, without the hassle of cash.
POTPONS Mobile: The POTPONS mobile app allows medical marijuana patients to buy and trade, send and receive, and purchase goods and services in real-time with "POTPONS".
POTPONS Merchant: The POTPONS merchant portal allows for real-time confirmed transactions of "POTPONS" payment receipts for goods and services, and conversion into spendable cash.
POTPONS is striving to be your personal digital currency to provide you with a simple and secure way to pay for your MJ needs.
POTPONS is more than just a currency, once you download the app and acquire some POTPONS you will be able to spend them, send them as gifts, trade them, sell them, or hold them.
So what is POTPONS really? It's a digital currency, it's a payment processing system, it's a mobile app, it's a wallet, it's a marijuana locator, it's fun, it's a new way of life!
POTPONS merchant portal provides for easy transactions for payment processing of goods and services sold.
The merchant portal provides a merchant with far more than just payment processing and currency conversion. A merchant who utilizes the portal can:
Accept POTPONS as payment
Convert POTPONS to spendable cash
Trade and Sell POTPONS
Hold POTPONS for value increases
Use POTPONS to pay for services
Manage their POTPONS customer database
Advertise directly to POTPONS users
Receive special advertising discounts with POTPONS partnering networks
Locate POTPONS users by geographical radiuses
Horizontal Market Entries
It is the goal of the Issuer to create awareness and accessibility to the PotPons coins. With the design of the coins being dedicated to the Medical Marijuana Industry, the Issuer is aware of overlapping markets associated with this industry. It is the future goals of the Issuer to be able to move the outreach on the coins from just the Medical Marijuana Industry into the;
Recreational Marijuana Markets
Paraphernalia and Accessories Markets
Marijuana Associated Clothing and Apparel Markets
Cannabis Real Estate Markets
The Value And Circulation Growth
The Issuer believes that the per coin market value shall increase through the acceptance of the PotPons coins in the marketplace, the addition of future exchanges to trade PotPons coins on, and the community awareness of the PotPons coin as a virtual currency. With the growth of the acceptance of the coins within the marketplace, the Issuer may release more coins directly to the trading market and will be issuing coins through the PotPons Merchant Services System; which should be able to be transferred out of the system to the tradable market.
PURCHASERS IN ANY PURCHASE OF ANYTHING THAT CAN BE EXCHANGED FOR VALUE AND THE PUBLIC HAS ACCESS TO THAT EXCHANGE, ARE SUBJECT TO LOSSES. VALUE GROWTH OF EACH POTPONS COIN IS FULLY SUBJECT TO THE PUBLIC'S INTEREST AND FAITH IN THE POTPONS COINS. ANY HOLDER OF A WALLET CONTAINING POTPONS COINS CAN ADVERSELY AFFECT THE MARKET PRICE.
Who Owns The PotPons Coins
PotPons coins are owned individually by the holder of each coin. As each coin is purchased or traded the ownership of that coin transfers from one to the other. No one individual or entity owns the coins. However, presently, the majority of the supply is held by the Issuer. As purchases increase in the tradable market and through the "in-app" functionality the Issuer's percentage of held coins of the supply shall decrease and the general markets total ownership shall increase.
PotPons coins are designed for peer interaction and market trading. Peer-To-Peer (P2P) exchanges (also known as decentralized exchanges) allow for individuals to trade directly between each other through pre-programmed software without third party human interaction.
PotPons coins seek to be available for P2P trading on multiple high level exchanges to increase its market visibility. The ability to be tradable on certain exchanges comes from market interest and request. As PotPons coins increase in the market the Issuer will directly request submission to certain exchanges and will provide links for community request to add PotPons coins to particular exchanges.
PotPons, presently, shall be purchased through potpons.com and are kept in the individual purchaser's profile account on potpons.com. PotPons, presently at the time of this Whitepaper, does not have a trading exchange. When acceptance of PotPons by an exchange occurs, the exchange will be posted on potpons.com and each individual purchaser will receive a message stating the exchange and the possible ability to move their purchased PotPons.
Virtual Currency NOT A Security
Issuer's individual and/or collective opinion
DO NOT RELY ON THIS INFORMATION IF CONSIDERING TO PURCHASE A POTPON COIN
As stated by the SEC in the Investor Bulletin: Initial Coin Offerings dated July 25, 2017:
"A virtual currency is a digital representation of value that can be digitally traded and functions as a medium of exchange, unit of account, or store of value. Virtual tokens or coins may represent other rights as well. Accordingly, in certain cases, the tokens or coins will be securities and may not be lawfully sold without registration with the SEC or pursuant to an exemption from registration."
As stated by the securities act of 1933; as amended: (source https://www.sec.gov/about/laws/sa33.pdf)
"The term ''security'' means any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a ''security'', or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing."
POTPONS COINS ARE DESIGNED AS VIRTUAL CURRENCY; THEY HOLD NO RIGHTS TO OR OF THE ISSUER.
The "Howey Test" is a test created by the Supreme Court for determining whether certain transactions qualify as "investment contracts." If so, then under the Securities Act of 1933 and the Securities Exchange Act of 1934, those transactions are considered securities and therefore subject to certain disclosure and registration requirements.
Issuer's individual and/or collective opinion
DO NOT RELY ON THIS INFORMATION IF CONSIDERING TO PURCHASE A POTPON COIN
The Howey Test criteria's:
1. It is an investment of money
2. There is an expectation of profits from the investment
3. The investment of money is in a common enterprise
4. Any profit comes from the efforts of a promoter or third party
The Howey Test of PotPons Coins (as believed by the Issuer):
1. It is an investment of money: The purchase of the coins is paid in fiat currency or fiat currency equivalent.
2. There is an expectation of profits from the investment: Investors in cryptocurrency purchase the currencies in the hopes of profiting from increases in value.
3. The investment of money is in a common enterprise: As it relates to an investment contract, a "common enterprise" is defined as an enterprise in which the fortunes of the investor are interwoven with and dependent upon the efforts and success of those offering or selling the investment or of third parties. In the United States, judicial courts have varied in analysis of what determines a "common enterprise", however predominately there are three approaches: Horizontal Commonality, Narrow Vertical Commonality, and Broad Vertical Commonality. In the purchase of the coins the investor's success is not tied to the success of the Issuer.
4. Any profit comes from the efforts of a promoter or third party: In the purchase of the coins, any profits come from the purchaser's use of the coins and the purchaser's active trading of the coin, not from the holding of a coin.
IT IS THE BELIEF OF THE ISSUER THAT THE COINS ARE NOT A SECURITY AS THE COINS DID NOT PASS ALL FOUR (4) ASPECTS OF THE HOWEY TEST FOR SECURITIES.
IT IS ALSO THE BELIEF OF THE ISSUER THAT THE COIN IS NOT A SECURITY AS IT IS NOT ATTACHED TO THE ISSUER AND GAINS AND LOSSES OF THE COINS VALUE ARE NOT DIRECTLY TIED TO THE GAINS AND LOSSES OF THE ISSUER.
Projected Use of Proceeds (Pre-Sale)
Round 2 (possible)
Projected Use of Proceeds
The initial total supply of PotPons is set to 2,100,000,000 PTP. The maximum supply was set as undetermined. The chart below displays the projected use of the supply and coins which have already been distributed and coins which are set for distribution on restriction.
*Founders pool was set at a fixed 50M (approx. 2.38%) of initial total supply. These coins are restriction until June 14, 2018.
**Developers pool was set at a fixed 30M (approx. 1.48%) of initial total supply. These coins are restriction until March 14, 2018.
The majority of coins that are being issued by the Issuer may not have enough capitalization to be listed and traded on big crypto-exchanges. The Issuer will be attempting to cultivate relationships with mid-level exchanges to allow for the trading of the coins during and after the Pre-Sale and the Crowdsale.
PotPons, Inc., ("the Issuer"), is a corporation registered under the laws of the State of Arkansas, USA. The Issuer is a subsidiary of South American Gold Corp, a Nevada, USA, corporation which is a publically traded company registered on the OTC with the trading symbol "SAGD".
The Issuer was created for the purpose of developing a virtual currency based on Ethereum blockchain technology that can be traded peer-to-peer, and utilized as a viable currency for the purchase of goods and services within the Medical Marijuana Industry with "in-app" functionality within the PotPons Merchant Services System.
The Issuer is managed directly by the executive management of its Parent Company and presently all operations of the Issuer are conducted by the Parent Company's management, employees, contractors, and consultants.
The Development Team
The development team behind the creation of the PotPons coin virtual currency is Sarge Delphi a sister company within the South American Gold Corp umbrella. Sarge Delphi leads the development of all of South American Gold Corp's projects. Sarge Delphi develops consumer use applications which range from the automotive industry (CarRights) to the legal marijuana industry, with products like PotCircles and PotPons.
The Team Leads
V.P of Sales & Marketing
The Medical Marijuana Industry is growing at exponential growth and at this moment there is no major organization focused on providing alternative payment options within the industry. Other cryptocurrency companies associated with the marijuana industry look to be focusing more on the movement and trading of their coins/tokens than creating a true usable payment alternative.
PotPons, Inc. (the Issuer) has the power behind it of a publicly traded parent company to assist in the growth and staying power it needs to enter this market through its strategic state regulated system.
The Issuer believes that this is a virtually untapped market and with the right Merchant Services System combined with a peer-to-peer tradable virtual currency that as "in-app" functionality, PotPons can change the landscape for payment options in the Medical Marijuana Industry.
This document is for information purposes only, and is not an offer or a call to sell securities, or rights in any other related or associated company.
PotPons Hold No Issuer Related Rights
PotPons user acknowledges, understands, and agrees that ownership of PotPons does not grant the User the right to receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the PotPons, Inc. or any other company associated with PotPons, Inc., whole or in part.
Absence of Guarantees
There is no guarantee that PotPons coins will grow in value. There are no guarantees that the price of PotPons coins will not decrease, including significantly, due to some unforeseen events, or events over which the developers have no control, or because of force majeure circumstances.
Risks associated with Ethereum
PotPons coins will be issued on the Ethereum blockchain. Therefore, any failure or malfunctioning of the Ethereum protocol may lead to the trading network of PotPons coins not working as expected.
Blockchain technologies are subject to supervision and control by various regulatory bodies around the world. PotPons coins may fall under one or more requests or actions on their part, including but not limited to restrictions imposed on the use or possession of digital tokens such as PotPons coins, which may slow or limit the functionality or repurchase of PotPons coins in the future.
PotPons coins Are Not An Investment
PotPons coins are not official or a legally binding investments of any kind. In case of unforeseen circumstances, the objectives stated in this document may be changed. All persons and parties involved in the purchase of PotPons coins do so at their own risk.
Technical innovations, like the development of quantum computers, may pose a danger to cryptocurrencies, including PotPons coins.
Risk of lose
Funds collected in fundraising are in no way insured. If they are lost or lose their value, there are no private or public insurances.
No impound or escrow
The Issuer maintains all rights to funds raised by the sale of PotPons coins and to use said funds as the Issuer deems necessary, immediately.
No return of funds
If a round does not end successfully, or is canceled by its creator, or by moderators, the funds raised will NOT be returned to the purchasers.
Risks of using new technologies
PotPons coins rely are a new and relatively untested technology. In addition to the risks mentioned in this document, there are certain additional risks that the team of the PotPons cannot foresee. These risks may manifest themselves in other forms of risk than those specified herein.
The Issuer is indemnified by any and all responsibility or liability in relation to any obligations made by a third party or that of an unauthorized campaign to purchasers who bought PotPons coins.
The Issuer shall be indemnified for any and all liabilities associated with a purchaser's statement of "Accreditation" or "Residency"; if applicable. The Issuer shall provide each purchaser with a verification statement and the validity of the statement made by the purchaser shall be the responsibility of the purchaser. Any purchaser who knowingly falsifies the verification statement shall lose all funds used to purchase PotPons and the Issuer shall confiscate the PotPons from the purchaser's account and the Issuer retains the right to report the falsification of the verification statement to the appropriate governmental body if the Issuer so desires or is required by law.
This Whitepaper is an informational document only. This document is the individual and/or collective opinion of the Issuer. This Document and the information contained within, is an opinion only and is only valid up to the date of this document posted below. This document shall not be relied on by any Purchaser when considering to purchase a PotPons coin and this Whitepaper document WILL NOT be integrated or connect to any document for purchase of a PotPons coin.
Subject To Change
This document is subject to change and redate.>
December 20, 2017
Copyright 2017, PotPons.com