Investment Deadline: June 6, 2023
Demand for Bitcoin is increasing while the supply of Bitcoin reduces every four years; the reduction is called a halving. In 2024 the current block reward of 6.25 coins for Bitcoin will be reduced to 3.125 coins. The following charts show Bitcoin Inflation vs. Time and The Halving of Bitcoin and how the price has reacted thus far:
The Liquid Mining Plan
Liquid Mining Inc. (“LMI”) operates a mining and hosting operation in Pontiac, MI, and intends to grow that facility to scale up mining operations, manage blockchain nodes and host blockchain servers. LMI is currently mining Bitcoin, Etherum, and other coins to a lesser extent.
Mining is the process of utilizing equipment, primarily Graphics Processing Units (“GPUs”) and Application Specific Integrated Circuit (“ASIC”) machines. The advantage of GPUs is they can mine a vast array of coins, while ASIC machines are geared to a specific algorithm and will only be able to mine coins that utilize that algorithm. The downside of GPUs is they are much less powerful than an ASIC machine and use more power.
Miners successfully receive a block reward when the hash they have created is equal to or less than the value the network is seeking. This is analogous to a lottery where you never know what the winning number will be, and you continue to submit solutions until either you receive a block in the case of solo mining or the pool receives a block and shares it.
LMI is conducting an initial $5 million offering round to grow the company’s net income to $250,000 per month, at which point the company expects to have a $30-$50 million valuation.
LMI intends to do two additional capital raises over the next twenty-four months to reach $2 million in net revenue per month. At this point, LMI anticipates a valuation of $200 to $400 million, at which point it will seek a liquidity event through a public offering, merger, or sale.5
If the offering’s target amount of $1,000,000 is raised the funds will be used as below. Please see pages 25-26 of the Offering Circular for hitting the $5,000,000 target (click View Form C button below)
Immersion Cooling Equipment
Blockchain is projected to expand at a CAGR of 82.4% from 2021 to 2028. The growth can be attributed to the increasing number of merchants, nations, and individuals accepting cryptocurrency.
Liquid Mining Inc. (“LMI”) is a business that includes includes the mining of digital assets, blockchain infrastructure, and mining hardware hosting. LMI believes that the growth of these separate businesses will continue at above-normal growth rates for the foreseeable future.
LMI leases 15,000 square feet of space with an option on an additional 60,000 sf with an option to purchase the entire 75,000 sf. The building has over 20,000 amps of power, equivalent to 10 megawatts. The power is sufficient for over 3,000 units which would generate at today’s price of Bitcoin over $1.9 million per month.
Joseph E. Dwyer
Joseph Dwyer has been an entrepreneur most of his life. He has a great track record of starting and building various types of businesses. In 1984 he starting building custom homes in Virgina Beach with his brother Rick. Joseph moved to FL in 1990 and in 1994 he started a trucking company that he built up to 55 trucks.
In 2003 he moved to MI to be closer to his wife’s family. Joseph then started a commercial development company. The company developed several commercial real estate projects including a big box development with Walmart and Menards. In 2010 he closed the business due to the economic climate that made it very difficult to finance new projects.
Starting in 2012 Joseph became a franchisee with an up and coming brand called Tropical Smoothie Café. Starting with one location, Joseph built it to 11 locations with 6 stores performing in the top 5% of the chain. Joseph won numerous awards with Tropical Smoothie for sales volume, customer service, Camp Sunshine donations and overall operations. Joseph sold the company at the end of 2021 to put his time and energy into his latest venture, Liquid Mining.
Richard R. Dwyer
Richard Dwyer (Rick) has been an entrepreneur most of his life. While serving aboard Submarines in the U.S Navy for 10-years he started a home building business with his brother Joe. After leaving the Navy Rick went into financial services where he started as a stockbroker. After several years he focused on consulting private companies on corporate structure, merger & acquisitions, and investor relations.
Rick helped many companies raise the capital they needed to execute on their business plans. A sampling of the companies Rick assisted were Biomune Systems, Teletouch Communications, NewReach Communications, Verticon, American Quantum Cycles, and First Aid Direct.
Rick had been involved with computers and has been a technology geek since he was in high school. NewReach Communications was an internet start-up that operated a dial-up service and web development team. This was at a time when most people thought the Internet was a fad. After the Dot Com bubble burst Rick moved to Asheville, NC and built custom homes and commercial properties. This venture ended in 2009 while Rick’s company was building the DIY Network’s Blog Cabin for the 2009 season. The developer went bankrupt, and Rick finished the home for airing but the economic damage was already done and Rick closed operations in early 2010.
Rick decided to get back into the financial services industry in 2011, but this time as a financial planner to provide clients with plans that would protect them from the massive drawdowns experienced in 2000-2002 and 2007-2009. Rick currently serves as an owner and Chief Operating Officer of Tactive, an RIA that specializes in bringing advanced blended strategies from multiple strategists which are customized for each client.
While taking a course through NY Institute of Finance on digital assets, Rick noticed a lot of similarities with the changes that took place with the Internet. Rick formed a Liquid Mining Inc. (“LMI”) with his brother Joe to take part in the blockchain revolution. The current focus of LMI is digital coin mining, computer hosting, and node operations.
The global blockchain technology market size is expected to reach USD $394.60 billion by 2028, according to a new report by Grand View Research, Inc.
Regulation CF FAQ:
For Non-Accredited Investors (most fall into this category) the limitation on how much you can invest depends on your net worth and annual income.
If either your annual income or your net worth is less than $107,000, then during any 12-month period, you can invest up to the greater of either $2,200 or 5% of the greater of your annual income or net worth.
If both your annual income and your net worth are equal to or more than $107,000, then during any 12-month period, you can invest up to 10% of annual income or net worth, whichever is greater, but not to exceed $107,000.
- After you review the offering statement and information and decide you’d like to invest and how much, you complete the application with the requested information and electronically sign the documentation.
- Rialto Markets, the Broker Dealer, reviews the information for Anti-Money Laundering and Know Your Customer type reviews
- If you pass the review, Rialto initiates the funds via ACH or Credit Card (or you send the wire or check if applicable)
- If you don’t pass the review, Rialto or the Issuer will reach out to you to update information to clear you for the reviews or otherwise
- Once the funds have been cleared by the escrow agent (funds go directly there), Rialto will match your funds with your cleared application for investment, and issue you the stock by validating the subscription agreement and notifying the Transfer Agent to record your ownership on the Issuers capitalization table.
The timeline is generally 2 to 4 weeks but can always happen sooner. It all depends on the information you provide and if there are issues, how quickly we hear back from you.
- If we bump up against any “hits” on our reviews, we are required to clear each one of those potential conflicts to evidence there are no issues.
- If the information provided is not correct or is incomplete, we will need to reach out and get this corrected.
- Even though funds are initiated or you see them pending in your funding source, this does not mean they are in the escrow account for the offering. Based on the payment rails available in the US, these funds may not appear in escrow for 1-2 days and then they have to sit there for a few days until the escrow agent is satisfied there doesn’t
appear to be any issues
- Matching of payments to approved applications happens in batches, so while all ready to be closed, your application maybe in the next batch.
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- Rialto Markets LLC conducts Anti-Money Laundering, Identity and Bad Actor Disqualification reviews of the Issuer, and ensures they are a registered business in good standing.
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- Contact information is provided for applicants to make inquiries and requests of Rialto Markets LLC regarding the general application process, the status of the application or general Reg CF regulation related information. Rialto Markets LLC may direct applicants to specific sections of the Offering Statement to locate information or answers to their inquiry but does not opine or provide guidance on Issuer related matters.
By investing in an Issuer’s Reg CF offering where Rialto Markets is the Broker Dealer Onboarding Agent, Rialto must ensure that you as the investor, do not breach the SEC’s limits on investing in Reg CF Offerings within a 12 month period. While it’s not a full-fledged brokerage account where we custody your holdings or recommend any investments, you will have an account at Rialto to track the investments made where Rialto was engaged as the Broker Dealer
There is NO cost, charge or no annual fees etc. for this account whatsoever.
As you are buying a security regulated by the SEC, and as a Broker Dealer we are required by SEC regulations to reasonably ensure Anti-Money Laundering and Know Your Customer reviews are satisfied and that Permitted Investor Limits are not breached, we collect this information to perform the required reviews.
Rialto may share certain details of an applying/completed investor as listed on the subscription agreement, with the Transfer Agent and Escrow Agent if requested for valid purposes of processing an investment application.
- earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year, OR
- has a net worth over $1 million, either alone or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence), OR
- holds in good standing a Series 7, 65 or 82 license.