Introduction
As a 20-year Public Company CEO, we are presenting a business opportunity to establish a Pure Holding Company (PHC) with five subsidiaries, each led by a CEO with a Series 7 or higher FINRA license.
Core Vision
- Investment Bank Operation: Oversee an investment bank operation through interconnected partner subdivisions under contract.
- Self-Sustaining Platform: Create a self-sustaining hybrid FinTech funding platform.
- Smart Contract Infrastructure: Build infrastructure for an Ethereum Smart Contract (ESC) minting facility and service provider.
- ERC-3643 Tokenization: Enable tokenization of Ethereum tokens conforming to ERC-3643 standards.
- RWA Securities: Classify tokens as Real-World Assets (RWA) Securities for regulated exchange.
- Broker-Dealer Status: Position PHC to become an RWA marketplace Broker-Dealer.
Capital Requirements
We are seeking: $372,760 investment loan or Line of Credit
This represents a historic period when early crypto developments have caused milestone changes in the security landscape. ERC-3643 has been gaining adoption since 2015, and by December 2024, was poised to become a tokenized security in regulated stock markets.
Regulatory Milestone
Recent events in 2025 involving the SEC, DTCC, and ERC-3643 Association discussions on classifying blockchain tokens as potential Security stocks based on compliance and permissioned use through an Ethereum Smart Contract.
Executive Summary
Market Opportunity
Our focus is to capitalize on the rapid growth of Ethereum ERC-3643 in the RWA tokenization era. This opportunity highlights investment in the Ethereum blockchain industry before SEC approval to capitalize on the anticipated surge in trading volumes and private market value generation.
The global market for tokenized RWAs is projected to exceed $9.43 trillion by 2033.
Strategic Approach
- ERC-3643 Compliance: Implementing ERC-3643 tokens for regulatory compliance and secure token minting
- Depository Structure: Establishing a Depository Receipts Commission for quality control
- SEC Alignment: Aligning with SEC's Innovation Exemption platform for tokenized securities (starting January 2026)
- Integrated Platform: Combining self-sustaining hybrid FinTech with mint factory for ERC-3643 compliance
- Network of Dealers: Building network of Broker-Dealers with advanced trading systems
Projected Value
Implementation Timeline
Project Timeline: 8 to 13 months
- SEC Edgar filings
- Audited reports with management disclosures
- Position PHC as RWA-compliant developer and ERC-3643 Issuer
The PHC Board
The business model creates an organization structured to fulfill its primary objective of becoming a Stock market Broker-Dealer by building an infrastructure that holds several FINRA Licenses and by placing individuals in key positions with tailored allowance clauses in their management consultant agreements.
Board Composition
- Five Subsidiary C-Level Executives: Officers holding FINRA Series 7 licenses to negotiate investment portfolios under regulated Management Consultant and profit-sharing Agreements
- State Compliance: Two members or a single individual holding both Series 65 and Series 66 licenses to fulfill state requirements
- Oversight: Oversee joint trading activities across all states with partners managing contractual networks interconnected as Partner-subdivisions
Required Licenses
| License | Full Name | Purpose |
|---|---|---|
| SIE | Securities Industry Essentials | Foundation for all securities professionals |
| Series 7 | General Securities Representative | Sell most securities products |
| Series 24 | General Securities Principal | Supervise firm's securities activities |
| Series 27 | Financial and Operations Principal | Manage financial and operations compliance |
| Series 65 | Uniform Investment Adviser Law | Provide investment advice |
| Series 66 | Investment Adviser State License | Manage client accounts |
The PHC Subsidiaries
The following five subsidiaries comprise the integral structure to reach our primary objective of becoming a Broker-Dealer:
1. Software as a Service (SaaS) - Self-Service WebApps (SSWs)
Primary Role: Subscription/Retail Revenue Webapps and Business Services
- AI-powered Odoo SaaS offering CRM, ERP, project management, and compliance tools
- Target market: $346B SaaS industry, projected to reach $1.8T by 2035
- 30-month revenue projection: $1.21 Million
2. Build Business Partnership (BBP)
Primary Role: Essential Business Product Sales
- Revitalizes undervalued over-the-counter (OTC) public companies
- Offers partnership, teaming opportunities, and capital-raising support
- Target pool: 10,848 OTC/Pink Limited companies (105 immediate candidates)
- 30-month revenue projection: $1.43 Million
3. Digital Marketing Center & Retail Services (DMCRS)
Primary Role: Influencing Social Media Revenue
- In-house marketing and brand engine for subsidiaries and clients
- AI-driven content, influencer partnerships, and retail media campaigns
- Target market: $72B digital marketing sector
- 30-month revenue projection: $2.2 Million
4. Depository Commission Exchange Platform (DCEP)
Primary Role: ERC-3643 Audit Exchange Services
- Conduct ERC-3643 audits of exchange services for compliance
- Manage minting infrastructure for TokenStock (PHC's branded ERC-3643 security token)
- Enable SEC Reg D and A1 capital raises
- 30-month revenue projection: $1.6 Million
5. IJJ Corporation (IJJC) - Public Company Symbol (IJJP)
Primary Role: SEC Capital Raising Campaigner
- Reinstated and merged under PHC structure
- Unlocks SEC fundraising exemptions: Reg A Tier 1 ($20M), Reg D 504 ($5M), Reg D 506(c) (unlimited)
- Leverages 20-year trading history and shareholder base
- 30-month revenue projection: $1.9 Million
Total 30-Month Revenue Projection
$8.34 Million in combined subsidiary revenue within 30 months
These subsidiaries are strategically designed to generate working capital with minimal operating costs, providing the non-dilutive capital essential for the regulatory endgame.
Funding & Budget Overview
Total Investment Required: $372,760
The funding supports the initial infrastructure phase for participation in the RWA marketplace, based on phased task orders with specific deliverables and funding, enabling project allocations at the task level to improve accountability.
Funding Allocation
| Phase | Duration | Title | Budget |
|---|---|---|---|
| Phase 1 | Months 1–3 | Formation & Compliance: ERC-3643 ESC completion | $214,600 |
| Phase 2 | Months 2–4 | Subsidiary Office Budget: Revenue Ready | $8,000 |
| Phase 3 | Months 3–6 | Technology & Tokenization: Serving Customers' Orders | $150,160 |
| TOTAL | $372,760 | ||
Investor Terms
Loan Structure:
- Principal: $372,760
- Interest Rate: 20%
- Total Repayment: $447,312
- ERC-3643 Token Block: 50% of loan value, tradable after SEC restrictions
Exit Strategy
Lenders receive an ERC-3643 equity block worth the loan amount, with the 20% volume added to the wallet. The ERC-3643 is restricted by SEC Rule 144 for up to 12 months, with exemptions available through legal opinions.
Implementation Phases
Phase 1 – Formation & Compliance Operating Budget ($214,600)
Construct subsidiary resources and capitalization to position for selling ERC-3643 within BD-ATS transfer agreement networks.
| Priority Task | Operating Startup Budget Item | Funding |
|---|---|---|
| 1 | Legal Services - Delaware incorporation & restructuring | $15,400 |
| 2 | Transfer Agent - Reactivate & Eliminate Debt | $16,600 |
| 3 | IJJ Corporation Reinstatement on OTC Pink | $28,000 |
| 4 | Corporate Liability & Personnel Insurance | $13,200 |
| 5 | IIJ Corp Acquisition & Merger (Delaware 251) | $55,000 |
| 6 | WebApp Specifications, Patents, Trademarks, Copyright | $18,000 |
| 7 | Ethereum Smart Contract Development (ERC-3643) | $68,400 |
| TOTAL | $214,600 | |
Results Within 90 Days:
- Delaware LLC incorporation for PHC and five subsidiaries
- Transfer agent reactivation and OTC Pink reinstatement
- IJJ Corporation restructuring
- Corporate liability and personnel insurance in place
- Stable, scalable Ethereum smart contract for ERC-3643 testing
Phase 2 – Subsidiary Office Budget ($8,000)
Team-building office essentials for installation preparation and seamless coordination of tasks.
| Item | Description | Units | Rate | Total |
|---|---|---|---|---|
| 1 | Project Management Tool (6 months) | 6 | $450 | $2,700 |
| 2 | MS Teams Workspace (90 days) | 12 | $25 | $300 |
| 3 | QuickBooks Premier Advanced (12 months) | 12 | $145 | $1,740 |
| 4 | Industry Associations & News Services | 1 | $560 | $560 |
| TOTAL | $5,300 | |||
Phase 3 – Technology & Tokenization ($156,160)
Building the FinTech Structure with core revenue generators deployed in hosting services.
| Item | Project Task | Unit Rate | Units | Use of Funds |
|---|---|---|---|---|
| 1 | Digital Marketing Campaign Designer | $45.00 | 504 | $22,680 |
| 2 | Odoo SaaS & React Developer Package | $833 | 12 | $10,000 |
| 3 | Senior Odoo Developer (Order Management) | $75.00 | 504 | $37,800 |
| 4 | Senior System Application Programmer (DevOps) | $105.00 | 504 | $52,920 |
| 5 | System Software Engineer & Database Architecture | $65.00 | 504 | $32,760 |
| TOTAL | $156,160 | |||
Phase 4 – Subsidiary 30-Month Sales Projection
Projected Revenue: $8.34 Million
The plan hinges on four subsidiaries becoming profitable cost centers within the first two years to generate operating capital for the Broker-Dealer foundation.
| Subsidiary | Target Market | Revenue Goal |
|---|---|---|
| SSWs | SaaS Affiliate Market | $1.21 Million |
| BBP | OTC Public Companies | $1.43 Million |
| DMCRS | In-House Marketing/Clients | $2.2 Million |
| DCEP | Charitable/Non-Profits | $1.6 Million |
| IJJ Corp | Reg D 504c Capital Raising | $1.9 Million |
| TOTAL | $8.34 Million | |
Risk & Mitigation
Key Risks and Mitigation Strategies
1. Legal Complexity
Risk: Complex corporate structure and regulatory requirements
Mitigation: Managed through Delaware corporate counsel and phased filings with clear milestones
2. Regulatory Hurdles
Risk: SEC and FINRA approval delays
Mitigation: Sequenced milestones (OTC reinstatement → SEC exemptions → Broker Dealer licensing) reduce execution risk
3. Technical Delivery
Risk: Smart contract development and security concerns
Mitigation: Smart contract audits by certified blockchain engineers with rigorous testing protocols
4. Capital Efficiency
Risk: Budget overruns or inefficient allocation
Mitigation: Phased funding ensures milestones are achieved before advancing to next phase
5. Market Volatility
Risk: ERC-3643 and RWA market may not develop as projected
Mitigation: Diversified revenue streams across five subsidiaries reduce dependency on single market
Competitive Advantages
- First-Mover Advantage: Few firms combine restructuring, tokenization, and Resale ATS transfer agreements with a unified strategy
- Regulatory Alignment: ERC-3643 guarantees compliance from the start, enabling SEC exemptions and boosting institutional trust
- Integrated Structure: Five subsidiaries create diversified revenue streams while supporting PHC growth
- Licensed Team: All 5 subsidiaries with Series 7 CEOs, plus PHC board members with Series 24, 27, 65, and 66 licenses
- Scalable Growth: Subsidiaries act as self-funding engines, accelerating time to profitability
- Strategic Allocation: Phased funding ensures investor capital is properly distributed with clear accountability
Smart Contract Compliance Infrastructure
Technology & Regulatory Alignment
🔐 CRITICAL MARKET ADVANTAGE: By January 2026, with SEC regulation and the "Innovation Exemption" for tokenized securities—especially ERC-3643—will be in place. The PHC Depository Commission Exchange Platform (DCEP) will meet SEC exemption requirements with a complex reporting structure and auditable trail, creating a significant market advantage.
Embedded Restrictions & Compliance Tokens
Our Smart Contract produces embedded restrictions ensuring that every token minted represents a compliant Real-World Asset (RWA) Security. This represents the cornerstone of our regulatory strategy.
How It Works:
- Embedded Restrictions: Each ERC-3643 token includes programmatically encoded compliance rules that cannot be overridden. These restrictions enforce:
- Investor accreditation requirements and KYC/AML verification
- Geographic trading restrictions based on regulatory jurisdiction
- Holding period enforcement (SEC Rule 144 compliance)
- Transfer restrictions between whitelisted wallets only
- Dividend and voting rights management
- Smart Contract Authority: The Ethereum Smart Contract serves as the single source of truth, automatically enforcing all compliance rules without human intervention
- Real-Time Audit Trail: Every transaction is recorded on-chain with cryptographic proof, creating an immutable audit trail for SEC reporting
Compliance Token Minting Process
Our minting facility creates ERC-3643 tokens that are inherently compliant from inception:
| Step | Process | Output |
|---|---|---|
| 1 | Asset Verification | Confirm RWA asset backing and valuation |
| 2 | Legal Documentation | Create security documents and compliance declarations |
| 3 | Smart Contract Deployment | Deploy contract with embedded compliance rules |
| 4 | Identity Registry Configuration | Set up whitelisted investor wallets and accreditation levels |
| 5 | Token Minting | Mint ERC-3643 tokens with embedded restrictions active |
| 6 | Compliance Audit | Certified blockchain engineer audit and approval |
| 7 | SEC Filing & Registration | Submit to SEC with automated audit trail documentation |
SEC Innovation Exemption Alignment (2026)
PHC's DCEP infrastructure is specifically designed to meet SEC's "Project Crypto" Innovation Exemption requirements:
DCEP Six-Department Compliance Structure:
- Department 1 - Compliance & Onboarding Hub: Enforces investor/asset caps mandated by SEC, maintains real-time auditable link between off-chain identity and on-chain registered wallets
- Department 2 - Deposit Trust Clearing Service: Manages 12-24 month sandbox period and exit ramp strategy; tracks daily transfer volumes for quarterly SEC reporting
- Department 3 - Transfer Agents for Crypto Issuers: Generates quarterly report packages documenting shares outstanding, de-tokenization events, and 1:1 backing verification
- Department 4 - Level 2 Trading Platform: Enforces Innovation Exemption guardrails for secondary trading; monitors user caps in real-time; logs all complaints for SEC disclosures
- Department 5 - Asset Verification System: Maintains "Mega Tag" identifiers for decentralization metrics; provides Proof-of-Reserves data; defines exit ramp technical parameters
- Department 6 - Market Makers & Broker Services: Manages financial health of sandbox participants; monitors asset caps through bank valuations; provides quarterly performance and risk reports
Market Advantage: Auditable Trail & Reporting
Our complex reporting structure creates defensible compliance:
- Real-Time Compliance Monitoring: Automated hooks within the smart contract notify the Settlement Engine of any transfer attempt, allowing verification of investor "Vetted" status before clearing
- Synchronize Token IDs (TID): Each transaction triggers automated event sending cryptographic digital signature and TID from Transfer Agent ledger directly to Deposit Trust Clearing Service
- Metadata Automation: Scripts pull metadata from Asset Verification System to ensure "Mega Tag" identification remains attached to TID during secondary market phase
- Quarterly SEC Packages: Automated generation of comprehensive regulatory reports with zero manual reconciliation required
- Immutable Audit Trail: Every transaction, transfer, and compliance action permanently recorded on Ethereum blockchain with cryptographic proof
Why This Matters for Investors:
By positioning PHC's Smart Contract infrastructure ahead of SEC approval timelines, we gain First-Mover Advantage in the $9.43 trillion RWA market. Our embedded compliance ensures all tokens are regulation-ready from day one, dramatically reducing execution risk and regulatory delays compared to competitors. The auditable trail creates institutional confidence and positions PHC as a trusted gateway for tokenized securities.
Glossary & Key Definitions
Securities & Licensing Terms
Series 7 - General Securities Representative
Qualifies individuals to make specific investment recommendations and execute trades for a broad range of securities products. The representative can solicit business, provide investment information, strategies, and risks, as long as recommendations meet the customer's best interest.
Series 24 - General Securities Principal
Required to supervise the firm's securities activities and licensed representatives. Essential for Broker-Dealer operations.
Series 27 - Financial and Operations Principal (FINOP)
Manages financial and operations compliance for a securities firm.
Series 65 & 66 - Investment Adviser Licenses
Permit representatives to offer investment advice and manage client accounts, complementing Series 7 capabilities for fee-based advisory services.
Blockchain & Tokenization Terms
ERC-3643 (T-REX Protocol)
A blockchain standard enabling tokenization of Real-World Assets like real estate, gold, bonds, art, invoices, and farmland. ERC-3643 ensures compliance from the start by embedding permissible and encoded instructions within the token, creating regulated, on-chain securities.
Real-World Asset (RWA) Tokenization
Converts physical or traditional assets into digital tokens on a blockchain, creating digital certificates of ownership that are more accessible, liquid, and efficient to trade. Enables:
- Digital Representation: Ownership rights represented by unique digital tokens on blockchain
- Fractionalization: High-value assets split into smaller, affordable tokenized units
- Smart Contracts: Built-in rules for automated compliance, dividend payments, voting
- Blockchain Ledger: Secure, transparent, decentralized digital ledger for all transactions
Ethereum Smart Contract (ESC)
A self-executing contract with terms written in code. In PHC's case, the ESC manages asset payments to wallets, executes loan repayments, and enforces compliance rules programmatically. Once programmed, instructions are immutable.
Advanced Trading System (ATS)
A trading venue operated by a Broker-Dealer that enables secondary market trading of securities. PHC will establish transfer agreements with existing BD-ATS operators to facilitate trading of ERC-3643 tokens among accredited investors.
Regulatory & Compliance Terms
SEC Regulation D Exemptions
- Reg D 504: Allows capital raises up to $5 million
- Reg D 506(c): Unlimited capital raises to accredited investors
- Reg A Tier 1: Public offering up to $20 million
- Reg A Tier 2: Public offering up to $75 million
Innovation Exemption Platform
SEC's 2026 "Project Crypto" Initiative designed to provide a structured sandbox environment for tokenized securities, with a 24-month trial period and clear regulatory guardrails for centralized platforms operating new asset classes.
SEC Rule 144 Holding Period
Restricted securities must be held for 6-12 months before resale, depending on the issuer's public company status. ERC-3643 tokens follow this requirement but can be exempted through legal opinions from qualified counsel.
Broker-Dealer (BD)
A firm licensed to buy and sell securities on behalf of customers or for its own account. PHC's strategic goal is to become a registered Broker-Dealer, enabling it to facilitate ERC-3643 trading and capital raises under SEC and FINRA oversight.
Business Terms
Pure Holding Company (PHC)
A corporate entity that holds ownership stakes in five operating subsidiaries but does not directly conduct business operations. Allows centralized governance, risk management, and strategic oversight.
Self-Service WebApps (SSWs)
E-commerce subscription websites offering a self-service user interface, allowing customers to acquire specific products and services to satisfy their requirements through a SaaS platform.
Transfer Agent
A third-party service provider responsible for maintaining records of securities ownership, processing transfers, and managing dividend payments. In PHC's case, acts as the "Oracle of Truth" for legal ownership of PHC tokens.
Investor Inquiry Form
Interested in learning more about this investment opportunity? Complete the form below and our investment team will contact you within 24 business hours.
Direct Contact
Email: investors@phc-tokenized.io
For Accredited Investors Only
This investment opportunity is restricted to accredited investors as defined under SEC Regulation D. By contacting us, you represent that you meet these qualifications.