XBR, LLC is testing the waters under Regulation A of the Securities Act of 1933, as amended. This process allows companies to determine whether there may be interest in an eventual offering of its securities. XBR, LLC is not under any obligation to make an offering under Regulation A. XBR, LLC may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may not be made under Regulation A. For example, XBR, LLC may determine to proceed with an offering under Rule 506(c) of Regulation D, in which case we will only offer our securities to accredited investors as defined by Rule 501(a) of Regulation D. If XBR, LLC does go ahead with an offering under Regulation A, it will only be able to make sales after it has filed an offering statement with the Securities & Exchange Commission (“SEC”) and only after the SEC has qualified such offering statement. The information in the offering statement will be more complete than the test-the-waters materials and could differ in important ways. You must read the offering statement filed with the SEC.
No money or other consideration is being solicited for our Regulation A+ offering at this time and if sent in to XBR, LLC. will not be accepted. No offer to buy securities in a Regulation A+ offering of XBR, LLC can be accepted and no part of the purchase price can be received until XBR, LLC's Form 1-A is qualified with the SEC. Any such offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date. Any indications of interest in XBR, LLC offering involves no obligation or commitment of any kind.
No offer to sell securities or solicitation of an offer to buy securities is being made in any state where such offer or sale is not permitted under the blue sky or state securities laws thereof. No offering is being made to individual investors unless and until the offering has been registered in that state or an exemption from registration exists. XBR, LLC intends to complete an offering under Tier 2 of Regulation A and as such intends to be exempted from state registration pursuant to federal law. Although an exemption from registration under state law may be available, XBR, LLC may still be required to provide a notice filing and pay a fee in individual states.
Issuers of securities intended for distribution in the United States are regulated by the SEC, whether or not the securities are qualified, registered, exempted from registration or otherwise. Administrators of digital currency intended for distribution in the United States are regulated by the United States Treasury, whether or not the digital currency administered is registered with FinCEN. Neither the United States Securities and Exchange Commission (SEC) or the United States Treasury have "approved" any security or digital currency unit issued by Digital Goals, Inc. or its partner XBR, LLC.; further, neither Digital Goals, Inc. or XBR, LLC have filed for registration of any securities with the SEC or any other regulatory body as of the creation date of this video. Nothing in this video shall be construed as an offering of securities. All trademarks contained herein are property of their respective owners. XBR, LLC is not affiliated with the Federal Reserve, the United States Treasury or the person, persons or entities known as Satoshi Nakamoto.
A company can use Twitter and other social media that limits the number of characters in a communication, to test the waters as long as the company provides a hyperlink to the required disclaimers. In particular, a company can use a hyperlink to satisfy the disclosure and disclaimer requirements in Rule 255 as long as (i) the electronic communication is distributed through a platform that has technological limitations on the number of characters or amount of text that may be included in the communication; (ii) including the entire disclaimer and other required disclosures would exceed the character limit on that particular platform; and (iii) the communication has an active hyperlink to the required disclaimers and disclosures and, where possible, prominently conveys, through introductory language or otherwise, that important or required information is provided through the hyperlink.