1. WHAT ARE UPSTREAM’S BENEFITS?

  • Next generation market. Upstream, a MERJ Exchange Market, is the first regulated exchange to be powered by blockchain technology. As a blockchain-powered market, Upstream features a transparent orderbook which does not permit short selling or other market manipulations.
  • Invest with discount currency and fiat. Securely trade and instantly settle investments in USDC stablecoin or fiat using a variety of user-friendly trading tools.
  • Web3 technology. Upstream’s non-custodial platform features high-tech, high-touch onboarding, user-friendly trading tools, and transparency enforced by Web3 blockchain technology for international traders to trade securities conveniently and efficiently.
  • Discount Coupon Potential. Upstream enables issuers to issue discount coupons to reward shareholders of record for their support. These discount coupons (NFTs) allow the holder to redeem the coupon for the issuers’ products, services, experiences or events.
  • FDIC Insurance. Upstream accounts, U.S. and non-U.S., are FDIC-insured up to $250,000.
  • Streamlined on/off Ramps. Cryptocurrency holders enjoy a streamlined on/off-ramp to/from popular cryptocurrency exchange platforms. U.S. Dollar holders enjoy a fiat on/off-ramp to or from any U.S. or int’l bank when they sell their shares.
  • Full Sovereign Exchange. Upstream is a MERJ Exchange Market. MERJ is an affiliate of the World Federation of Exchanges. As a fully regulated overseas stock exchange, Upstream is a peer to the OTC markets (i.e. Upstream is not a mini-market like an ATS or MTF). This means qualified issuers may cross-list Upstream securities in other global markets.

All shares of our common stock that are eligible to trade on Upstream have been registered with the Commission and make up the entire number of shares issued and outstanding and have the same CUSIP/ISIN number. There are no differences in shareholder rights such as transferability. Shareholders may elect to hold their shares in depositories: Book Entry with TA, CEDE & Co or MERJ Dep.

Digital securities on Upstream are interchangeable on terms that have the same meaning. The digital securities (or tokenized equities) are a digital representation of the company’s common stock that have been issued and registered with the Commission. A digital security is a 1:1 representation of a company’s common stock that acts as a receipt for the deposit or purchase and ownership of shares in the company. The digital recording of ownership is handled in the same manner as a database of shares issued to shareholders and, on Upstream, certifies registered ownership of company shares from a particular date.

2. HOW DO I TRANSFER SHARES TO UPSTREAM?

Important: U.S. investors may only deposit, buy, or sell securities Upstream after being introduced by a licensed broker dealer. For more information, please visit the Upstream Support Center.

To transfer your shares to Upstream, please follow the steps explained on this link.

3. HOW DO I PURCHASE SHARES ON UPSTREAM?

Important: U.S. investors may only deposit, buy, or sell securities Upstream after being introduced by a licensed broker dealer. For more information, please visit the Upstream Support Center.  Ready to trade now? Download Upstream on your preferred app store, create an Upstream account with just a password, and instantly fund your account up to $1600 with PayPal or a credit card. You can fund more using fiat or USDC. Then complete a simple KYC process to begin trading on Upstream.

Full steps below:

  1. DOWNLOAD UPSTREAM and tap Sign Up. This will create your blockchain profile and 'signing key'.
  2. FUND YOUR ACCOUNT. Instantly fund using Credit, Debit, PayPal, or USDC. Tap Investor, Fund My Account, then tap your desired funding method.You may also initiate a wire or transfer from your bank using deposits to Upstream accounts, U.S. and non-U.S., are FDIC-insured up to $250,000.
  3. COMPLETE KYC. To complete KYC identity verification, tap the settings icon in the top right of the navigation, then tap KYC. Be sure to have a valid form of ID handy.
  4. PURCHASE SHARES. Navigate to Market and find the listing, tap Buy, enter the number of shares you'd like to purchase and tap Buy. Simply navigate to the Portfolio to find your shares.

*Payments from a bank: If you haven't already completed KYC identity verification in the app or didn't select 'Bank' as the 'Deposit From' option on the payment details page when you completed KYC initially, please go through KYC again. On the payment details page, change the 'Deposit From' method by holding and scrolling "Card" until you reach "Bank." Enter your bank details and intended deposit. Note that the intended deposit doesn't automatically pull your funds. You will need to initiate a wire or transfer using the details provided via email after your KYC is approved.

4. INFORMATION ON COMMEMORATIVE NFTs

a. WHAT IS A COMMEMORATIVE NFT?

To commemorate the dual listing on Upstream, we’re offering commemorative NFTs to all our supporters. NFTs are discount tokens that represent ownership of a unique discount item. When you buy an NFT, you gain ownership for that virtual or physical asset on the blockchain, typically the Ethereum blockchain, which you can choose to hold or trade.

b. WHO CAN CLAIM A COMMEMORATIVE NFT?

Anyone can claim a free commemorative NFT.

c. HOW CAN I CLAIM A COMMEMORATIVE NFT?

The claim code is typically revealed on the company’s announcement press release, website and social media.

1. DOWNLOAD UPSTREAM and tap Sign Up.
2. CLAIM NFT. Open Upstream, Tap Investor, NFT, NFT Claim, and Enter Claim Code.
3. HOLD OR TRADE NFT. Supporters will receive a push notification and find their NFT in their Upstream portfolio.

5. DISCLAIMERS

This site shall not constitute an offer to sell securities or the solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation is not permitted.

NFTs received have no economic value, royalties, equity ownership, or dividends with exception of the $10 coupon being issued. NFTs are for utility, collection, redemption and display only.

*U.S. or Canadian-based citizens or permanent residents may only deposit, buy, or sell securities on Upstream after being introduced by a licensed broker dealer. Note that U.S. or Canadian-based investors include those U.S. or Canadian citizens who may be domiciled overseas. All orders for sale are non-solicited by Upstream and a user’s decision to trade securities must be based on their own investment judgement. Anyone may buy and sell NFTs on Upstream.

Upstream is operated as a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. MERJ is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member of the Association of National Numbering Agencies (ANNA), a Qualifying Foreign Exchange for OTC Markets in the US, and a member of the Sustainable Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/ an associate member of the International Association of Securities Commissions (IOSCO). MERJ supports global issuers of traditional and discount securities through the entire asset life cycle from issuance to trading, clearing, settlement, and registry. It operates a fair and transparent marketplace in line with international best practices and principles of operations of financial markets. Upstream does not endorse or recommend any public or private securities bought or sold on its app. Upstream does not offer investment advice or recommendations of any kind. All services offered by Upstream are intended for self-directed clients who make their own investment decisions without aid or assistance from Upstream. All customers are subject to the rules and regulations of their jurisdiction. By accessing the site or app, you agreed to be bound by its terms of use and privacy policy. Company and security listings on Upstream are only suitable for investors who are familiar with and willing to accept the high risk associated with speculative investments, often in early and development stage companies. There can be no assurance the valuation of any particular company’s securities is accurate or in agreement with the market or industry comparative valuations. Investors must be able to afford market volatility and afford the loss of their investment. Companies listed on Upstream are subject to significant ongoing corporate obligations including, but not limited to disclosure, filings, and notification requirements, as well as compliance with applicable quantitative and qualitative listing standards. Investors are encouraged to take note that as in all dual listed securities that are traded on multiple marketplaces, there can be differences in pricing as a result of different liquidity, price discovery and otherwise. Trading on foreign exchanges can expose investors to various risks, including currency fluctuations and differences in trading rules and regulations. Here are some of the most common risks associated with trading on foreign exchanges like Upstream: 1. Regulatory Risk: Different countries have different rules and regulations governing securities trading, and investors who trade on foreign exchanges may be subject to unfamiliar or complex regulations. In some cases, foreign regulators may have different reporting requirements or different standards for disclosure than US regulators, which can make it difficult for investors to make informed decisions. 2. Market Risk: Foreign markets may be subject to different economic, political, or social conditions than US markets, which can affect the performance of securities traded on those markets. Investors who trade on foreign exchanges may be exposed to higher levels of volatility and uncertainty than they would be if they traded solely on US exchanges. 3. Liquidity Risk: Securities traded on foreign exchanges may have lower liquidity than comparable securities traded on US exchanges, which can make it more difficult for investors to buy or sell those securities at the desired price. 4. Operational Risk: Trading on foreign exchanges may also expose investors to operational risks, such as delays or errors in the settlement of trades or difficulties in accessing trading platforms.

To dual list on Upstream, we executed a certificate of appointment of MERJ Depository and Registry Limited as a Securities Facility and confirmed that the shares outstanding on the date of the certificate execution (a) are duly authorized, validly issued, fully paid and non-assessable and any pre-emptive and other contractual rights related to all issuances of the shares have been satisfied, and (b) have been registered under the applicable law of the domicile of the company or are exempt from registration. All issuances and transfers of company shares have been, and after the date of the certificate will be, in compliance with all applicable laws, rules and regulations. The company requires MERJ Dep. to provide services (“Securities Facility Services”) as prescribed in the MERJ Dep Securities Facility Rules, including the Directive on Depository Interests and MERJ Dep. Procedures as a requirement of its listing on Upstream. MERJ Dep. is a company licensed as a Securities Facility pursuant to the Seychelles Securities Act, 2007. The Issuer that lists its Securities on the Seychelles Securities Exchange, operated by MERJ Exchange Ltd., known as Upstream, utilizes MERJ Dep. to provide Securities Facility Services to manages it securities as prescribed in an agreement with the Issuer and pursuant to the MERJ Dep.’s Securities Facility Rules, including the Directive on Depository Interests and MERJ Dep. procedures as a requirement of its listing on MERJ Exchange Ltd. The Issuer appoints MERJ Dep. to act as the Depository Nominee in respect of any securities traded which are quoted on Upstream and grants MERJ Dep. as the Depository Nominee, pursuant to the Securities Facility Rules Directive on Depository Interests. MERJ Dep. operates as a nominee account (street name) in the same manner as CEDE & Co, that accepts shareholder deposits in an electronic form from the transfer agent that facilitates the buying and selling of such shares on Upstream (e.g., by an individual name & address). Upstream is the trading technology employed by MERJ Exchange Ltd., a regulated national stock exchange.

6. Forward-Looking Statements

This communication contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) difficulties in obtaining financing on commercially reasonable terms; (ii) changes in the size and nature of our competition; (iii) loss of one or more key executives or brand ambassadors; and (iv) changes in legal or regulatory requirements in the markets in which we operate. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.