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Invest in Ubitquity

Enterprise-ready blockchain-secured platform for real estate recordkeeping

  • $48,100Amount raised
  • $1,000Minimum
  • $2,500,000Valuation cap

Purchased securities are not currently tradeable. Expect to hold your investment until the company lists on a national exchange or is acquired.

Ubitquity is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by Ubitquity without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • During 2018 the company generated over $290,000 and was profitable with over $140,000 in Net Income (unaudited)
  • Secured contracts with companies such as AIC Title and Coast to Coast Title
  • Marina Reznik of Atlantic Sotheby's International Realty, recorded a recent purchase transaction onto the Bitcoin blockchain using the Company’s technology
  • Advisors include Avi Spielman, a large real estate landlord
  • Notable press from publications including Forbes, Reuters, and CoinJournal

Fundraise Highlights

  • Total Amount Raised: US $48,100
  • Total Round Size: US $750,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $2,500,000
  • Offering Type:   Side by Side Offering

Enterprise-Ready Blockchain-Secured Platform for Real Estate Recordkeeping


There has been little innovation in the way property is tracked and organized. It’s still a time consuming, labor intensive process, and there’s still a central point of failure that makes it all susceptible to fraud.

The Blockchain brings this into the twenty-first century.

The efficiencies found in the distributed ledger makes the process much more streamlined and efficient, plus adds an additional layer of fraud resistance.

Enter Ubitquity.

We help title companies, municipalities, and custom clients benefit from a clean record of ownership, thereby reducing future title search time, and increasing confidence and transparency.

We've created a functioning, easy to use enterprise-ready platform and API for inputting property information, including uploading and recording documents onto the blockchain.

We’re Blockchain agnostic -- compatible with Ethereum, HyperLedger, PostChain, Quorum, and others. Our platform can be applied to a spectrum of industries beyond real estate such as aviation title & escrow and hotel loyalty rewards. We offer a simple user experience for securely recording and tracking property with our Blockchain-as-a-Service (BaaS) blockchain platform, ecosystem, and API called unanimity℠.

Pitch Deck

Product & Service

What is UBITQUITY?

A Patent Pending API and BaaS unanimity℠ Platform (v2.1RC) that allows a client to input their data and store it on a blockchain of their choice. It also allows an accurate and secure audit of the records. It's scalable, secure, and turnkey.

What We Offer

BaaS Blockchain Platform

Our patent-pending platform and API is meant to be a parallel recording and tracking system to the current legacy paper one. When transactions occur, relevant information about the property is automatically recorded on a stack that is already interoperable with UTXO based blockchains. We use multiple permissioned and permissionless blockchains in an effort to remain fully blockchain-agnostic.

Business Model 

We have a multi-channel business model, and revenue is derived from multiple sources. The first source of revenue comes from a pilot fee. This initial one-time fee covers the cost of deploying the platform to the customer’s platform and doing any necessary modifications and customizations. Next, we charge the customer a quarterly maintenance fee which covers our cost of hosting and regular improvements to the existing codebase. Finally, for some customers (particularly those we expect will scale up) we charge either a per-seat user fee or a revenue capture percentage. 

Use Cases

Breakthrough in Brazil

Besides being early movers in the real estate blockchain technology, Ubitquity cemented its position in the industry when it ran a pilot with Brazil’s Real Estate Registry Office, called Cartório de Registro de Imóveis to improve on its land and property ownership recording process.

Brazil faces a high rate of corruption and fraud especially when it comes to land its titling system; the lack of property rights and a missing centralized system for land ownership records has made the system easy to be abused.

Ubitquity’s pilot in Brazil added an extra layer of efficiency and confidence to the currently bloated system. In the region where Ubitquity conducted its pilot, real estate records could be compared to their counterparts on the Blockchain — an immutable record — and this check helps ensure to involved parties that the records are legitimate.

Planes in the Air, Records on the Blockchain

Ubitquity achieved another major milestone when it secured AIC Title Service as a client providing the company with a blockchain-based system for recording aircraft titles and registration documents for the aircraft company’s Aircraft Closing Room®.

AIC Title Service, based in Oklahoma City, is an industry leader in aircraft title search and escrow industry, facilitating aircraft registration documentation, lien clearance, escrow services, and title services. With the Ubitquity provided SaaS platform and API, AIC Title Service would ensure transparency and accuracy in its aircraft documentation and title recording process. 

Increasing Transparency and Adding Efficiency to the Abstracting Process

Success and innovation don’t end at simply developing its platform and API for enterprise use; the company recently extended its expertise to building an abstracting application called Appstract with Atlanta-based Coast to Coast Title, a title company. Appstract focuses on bringing innovation to the abstracting process in real estate deals while maintaining records on the Blockchain. The application aims to increase transparency as well as add efficiency to the abstracting process and will make use of Ubitquity-provided platform and API to store the information or records generated.

Media Mentions

Team Story

Ubitquity started out in 2015, as iNation. Founder and CEO Nathan Wosnack was researching non-financial uses of the Blockchain, and colleagues of his inspired him to narrow down the focus to real estate since they believed it had the biggest promise of disrupting centuries-old industries.

In March 2016 Ubitquity built its first MVP - Minimal Viable Product. In June of that year, Ubitquity did its first property ownership transfer from Marina Reznik, REALTOR at Atlantic Sothebys International onto the blockchain June 30, 2016.

From there momentum grew and the team expanded. In 2017, Avi Spielman joined as advisor after writing his Master's Thesis at MIT Center For Real Estate (CRE) Blockchain: Digitally Rebuilding the Real Estate Industry in which Ubitquity was cited. Avi joined Nathan on stage at a panel at the National Association of REALTORS (NAR) convention in November 2017.

In 2018, with bootstrapped revenue coming in from Ubitquity’s first major client, AIC Title, the company added its first full-time employee: Sam, the COO. In addition, it expanded its sales team with the addition of Darcy, and added another advisor, Wes Williams, to the advisory board. 

Founders and Officers

Nathan Wosnack

Founder & CEO

Nathan is an entrepreneur, futurist, and pioneer in crypto-currencies since 2009. He has mentions in Reuters, CoinTelegraph, PanAm Post, The Wall Street Journal, and many other news outlets. Nathan is on the North American Advisory Board for Cryptor Trust Inc, Futurist Advisory Board - Lifeboat Foundation, and most recently as Advisory Board member for PropTech LATAM (Latin American) Summit. He is Founder & CEO of Ubitquity LLC, an enterprise-ready blockchain secured platform for real estate record keeping, and co-founder of Equibit Group; a company building a decentralized securities network powered by blockchain technology.

Nathan Wosnack

Founder & CEO

Nathan is an entrepreneur, futurist, and pioneer in crypto-currencies since 2009. He has mentions in Reuters, CoinTelegraph, PanAm Post, The Wall Street Journal, and many other news outlets. Nathan is on the North American Advisory Board for Cryptor Trust Inc, Futurist Advisory Board - Lifeboat Foundation, and most recently as Advisory Board member for PropTech LATAM (Latin American) Summit. He is Founder & CEO of Ubitquity LLC, an enterprise-ready blockchain secured platform for real estate record keeping, and co-founder of Equibit Group; a company building a decentralized securities network powered by blockchain technology.

Key Team Members

Sam Tannian Reynolds

COO

Sebastian Opałczyńsk

Contractor - Back End Development

Notable Advisors & Investors

Wesley Williams, Esq.

Advisor, Industry Advisor

Avi Spielmen

Advisor, Advisor

Q&A with the Founder

  • Please detail the current stage of your product/platform development.
    We have created a stable release candidate that has been successfully deployed to two clients. Ideally, with investment, we would like to create a turnkey solution that allows for rapid if not automated deployment.
  • Please describe your typical customer/user profile.

    Our client focus is on enterprise real estate organizations (title) and government organizations. We’ve had success with the aviation title business and we intend to explore that opportunity further. We have also launched a blockchain powered lien alert platform and are aggressively trying to solicit customers. 

  • Please detail your barriers to entry. 
    Education. The biggest challenge will be educating the industry as a whole about this technology. Blockchain technology is complex and utilizes very esoteric terminology which will not be understood by most laypersons. Real estate also has its own terminology which most real estate professionals understand but likewise not understood by most laypeople.

    Educating the real estate community, as well as state legislators on the benefits of blockchain will go a long way in building the trust required to obtain mass adoption of the technology. We plan to write professional training material with our advisor Wesley Williams, ESQ., and other staff which will help bridge the educational gap with title companies and government clients, opening us to another form of secondary income.

    At present, recordation onto a blockchain does not provide the requisite constructive notice without first recording it at the county recorder’s office. Thus, in order to obtain the benefits of blockchain, state recording statutes will need to be revised in order to provide legal protections. 

  • Please detail your competitive advantages.
    1. A patent-pending platform and API that has been successfully deployed to title companies
    2. A sound legal structure. We are a traditional LLC (compared to our contemporaries in the blockchain industry); as we have never engaged in a SAFT (Simple Agreement For Tokens), ICO (Initial Coin Offering), or any other sort of questionable fundraising scheme that could sound alarms for regulators. 
    3. Parallel recording platform that isn’t trying to reinvent the wheel and replace existing vendors. Easy integration and deployment with RESTful API with the proper data sets allowing us to integrate into almost all companies via API without the burden of expensive infrastructure/Operating Expenses.
    4. Early to market. We launched our MVP (Minimal Viable Product) in March 2016, and successfully completed the first property ownership transfer in June 2016.
    5. An integration cost and fee schedule that has been proven and accepted by the industry. Other blockchain companies do not appear to have a strong fee schedule/pricing in place that the market has determined is fair.
  • Please detail your product/platform and its key use cases.

    We offer a simple user experience for securely recording and tracking property with our Software-as-a-Service (SaaS) blockchain platform.

    We help title companies, governments/municipalities, custom clients (custom software development), and resellers benefit from a clean record of ownership, thereby reducing future title search time, and increasing confidence/transparency. We've created a fully functioning, easy to use enterprise-ready platform an API (Application Programming Interface) for inputting property information, including uploading and recording documents onto the blockchain.


    Use Cases:


    • Errors in public records

    Humans make mistakes, the blockchain doesn't. Ubitquity utilizes the secure cryptographic ledger to ensure the security of your documents and assets.


    • Unknown liens

    Foggy record keeping can mean liens being placed on your property if prior owners were not the most meticulous bill payers. By tracking the chain of custody, Ubitquity can prevent these time-consuming mix ups.


    • Illegal deeds

    By creating a clear chain of verifiable legitimacy, companies using the Ubitquity platform can be sure the details of documents are accurate and verifiable.


    • Missing heirs

    When a person dies, the ownership of his home may fall to their heirs or those named within a will. However, those heirs are sometimes missing or unknown at the time of death. Other times, family members may contest the will for their own property rights. These scenarios - which can happen long after you have purchased the property - could affect your rights to the property.


    • Forgeries

    Malicious actors can pollute property records with false claims and documents. The Ubitquity platform can provide superior authentication and proof of history which cannot be forged thanks to the cryptographic nature of the blockchain and through the relationships with our connections in the financial and title industry.


    • Repairs and maintenance history, major system upgrades and warranties

    A record of upgrades and warranties on vacant homes bought or sold with a 'special warranty deed' such as a Trust/Estate or from a Lienholder via foreclosure will help an asset hold its value.


    • Property Ownership Transfers

    This was successfully completed as its first property ownership transfer recording in the world in June 2016 by Marina Reznik (REALTOR® at Atlantic Sotheby's International) of Ubitquity LLC.

  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Term Sheet

    A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

    Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $750,000

  • Raised to date:
    US $48,100
    US $28,100 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $250,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $2,500,000

  • Interest rate:
    6.0%

  • Note term:
    24 months
  • Additional Terms

  • Custody of Shares

    Investors who invest $50,000 or less will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • Investment Proxy Agreement

    All non-Major Purchasers will be subject to an Investment Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.


  • Closing conditions:
    While Ubitquity has set an overall target minimum of US $250,000 for the round, Ubitquity must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to Ubitquity's Form C.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    $25,000 - 15% discount on future services.

    $50,000 - BaaS access fees waived for 1 year and dedicated case study (with our research partner) written + shared on social media. 

    $100,000 - Round-trip business class travel to a US city of your choice, 2 nights in a 5-star hotel, dinner with CEO/COO. Also includes an invitation to annual updates (dinners, calls, etc.) with the Ubitquity senior management team.

    $150,000 - All the perks of the  $100,000 and $50,000 tier, plus we highlight your company's case study at a Blockchain related conference in 2019. 

    $500,000 - Restricted IP licensing. Subject to prior discussion and agreement with Ubitquity.



    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Financial Discussion

    Operations

    The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

    Ubitquity, LLC (“the Company”) is a Limited Liability Company organized under the laws of Delaware. The Company provides software services to real estate title insurance companies.

    The Company is subject to customary risks and uncertainties with development of new technology including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, costs of services provided by third parties, the need to obtain additional financing, and limited operating history.

    Liquidity and Capital Resources

    The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $20,000 in cash on hand as of March 27, 2019, which will be augmented by the Offering proceeds and used to execute our business strategy.

    The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.

    Capital Expenditures and Other Obligations

    The Company does not intend to make any material capital expenditures in the future.

    Market Landscape

    This chart reflects management’s current views of market size from 2016-2022 and is meant for illustrative purposes. It does not represent guarantees of future results, levels of activity, performance, or achievements, all of which cannot be made. We expect the bulk of the growth to occur from 2020-2022 as the Blockchain market matures and legislators push forward laws to recognize smart contracts. 


    The Blockchain real estate software market exists as a niche, or subset, of the broader market for real estate software. This is because Blockchain will usually act as a licensed interface layer (i.e. API) within existing real estate software suites, as Blockchain is only advantageous if it doesn’t increase the workflow of users. That being said, there are circumstances where a dedicated app would make sense for use cases such as title insurance.

    In order to calculate the market size, we used two data points: one was from Goldman Sachs’ research on transaction cost savings thanks to the Blockchain (case study 3 in “Profiles in Innovation: Blockchain”), and consultancy TechNavio’s market sizing of the broader real estate software market.

    Before Blockchain becomes mainstream in the real estate industry a lot has to change, but we are seeing positive steps in the right direction. Generally speaking, for property conveyance on Blockchain to become legally recognized in the United States, state legislatures will need to amend the laws to allow for legal protection for bona fide purchaser/bona fide encumbrancer recordation. In addition, smart contracts will need to be seen as legally valid as their ‘plain’ counterparts. Given our conversations with County Recorder offices across the US, we estimate that there will be a big push in this direction in early 2020 and this is reflected in our sizing.

    Even before this legal recognition takes place, we believe that the Blockchain has plenty of utility for things such as parallel recording and adding efficiencies to the title insurance process. Some of our competitors are quite active in this space. This is why the market value does not begin at 0 in 2016-2017. 

    Risks and Disclosures

    The Company’s cash position is relatively weak. The Company currently has only $20,000 in cash balances as of March 27, 2019. This equates to 2 months of runway. The Company believes that it is able to continue extracting cash from sales to extend its runway. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. The Company may face pricing pressure in obtaining and retaining their clients. Their clients may be able to seek price reductions from them when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. Their clients may also reduce services if they decide to move services in-house. On some occasions, this pricing pressure results in lower revenue from a client than the Company had anticipated based on their previous agreement with that client. This reduction in revenue could result in an adverse effect on their business and results of operations.

    Further, failure to renew client contracts on favorable terms could have an adverse effect on their business. The Company's contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If they are not successful in achieving a high rate of contract renewals on favorable terms, their business and results of operations could be adversely affected.

    The Company depends on a limited number of customers for a substantial majority of its revenue. If the Company fails to retain or expand its customer relationships or if its customers cancel or reduce their purchase commitments, its revenue could decline significantly. Currently, revenue is concentrated in 2 customers which are responsible for approximately 80% of all services sold and rendered. As a result of this customer concentration, the Company’s revenue could fluctuate materially and could be materially and disproportionately impacted by purchasing decisions of its significant customer. In the future, any significant customer may alter their purchasing patterns at any time with limited notice, or may decide not to continue to purchase the Company’s solutions at all, which could cause its revenue to decline materially and materially harm its financial condition and results of operations. If the Company is not able to diversify its customer base, it will continue to be susceptible to risks associated with customer concentration. Additionally, if the Company were to lose these clients, it could be harmed and may not be able to continue operations if they are not able to add additional clients to fill the loss.

    The Company does not currently hold any intellectual property and they may not be able to obtain such intellectual property. Their ability to obtain protection for their intellectual property (whether through patent, trademark, copyright, or other IP right) is uncertain due to a number of factors, including that the Company may not have been the first to make the inventions. The Company have not conducted any formal analysis of the “prior art” in their technology, and the existence of any such prior art would bring the novelty of their technologies into question and could cause the pending patent applications to be rejected. Further, changes in U.S. and foreign intellectual property law may also impact their ability to successfully prosecute their IP applications. For example, the United States Congress and other foreign legislative bodies may amend their respective IP laws in a manner that makes obtaining IP more difficult or costly. Courts may also render decisions that alter the application of IP laws and detrimentally affect their ability to obtain such protection. Even if the Company is able to successfully register IP, this intellectual property may not provide meaningful protection or commercial advantage. Such IP may not be broad enough to prevent others from developing technologies that are similar or that achieve similar results to theirs. It is also possible that the intellectual property rights of others will bar the Company from licensing their technology and bar them or their customer licensees from exploiting any patents that issue from our pending applications. Finally, in addition to those who may claim priority, any patents that issue from our applications may also be challenged by their competitors on the basis that they are otherwise invalid or unenforceable.

    The Company's success is dependent on market adoption of Blockchain technology for real estate and large asset recordings, a relatively unproven technology in existing industries. The market for Blockchain adoption is still nascent. The introduction of new Blockchain technologies, and a shifting regulatory environment could negatively impact the Company’s ability to generate revenue. The company's ability to grow the business depends on country by country laws pertaining to the Blockchain industry and real estate and large asset recording companies and individuals using its services.

    Our business could be negatively impacted by cyber security threats, attacks and other disruptions. Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

    We are subject to rapid technological change and dependence on new product development. Our industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, we must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Our success will also depend substantially upon our ability to anticipate, and to adapt our products and services to our collaborative partner’s preferences. There can be no assurance that technological developments will not render some of our products and services obsolete, or that we will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on our business and results of operations. Also, to the extent one or more of our competitors introduces products and services that better address a customer’s needs, our business would be adversely affected.

    Cyclical and seasonal fluctuations in the economy, in the US housing market, and in the global economy may have an effect on the Company. In particular, both cyclical and seasonal fluctuations US housing market may affect their business. The US housing market generally slows during the fall and winter months, and queries typically increase significantly in the spring and summer months of each year. These seasonal trends may cause fluctuations in our quarterly results, including fluctuations in revenues.

    The Company’s sales cycle is long and may be unpredictable, which can result in variability of its financial performance. Additionally, long sales cycles may require the Company to incur high sales and marketing expenses with no assurance that a sale will result, which could adversely affect its profitability. The Company’s results of operations may fluctuate, in part, because of the resource-intensive nature of its sales efforts and the length and variability of the sales cycle. A sales cycle is the period between initial contact with a prospective customer and any sale of its products and services. The sales process involves educating customers about the Company’s products and services, participating in extended products and services evaluations and configuring the products and services to customer-specific needs. The length of the sales cycle, from initial contact with a customer to the execution of a purchase order, is generally 6 to 9 months. During the sales cycle, the Company may expend significant time and money on sales and marketing activities or make other expenditures, all of which lower its operating margins, particularly if no sale occurs or if the sale is delayed as a result of extended qualification processes or delays. It is difficult to predict when, or even if, it will make a sale to a potential customer or if the Company can increase sales to existing customers. As a result, the Company may not recognize revenue from sales efforts for extended periods of time, or at all. The loss or delay of one or more large transactions in a quarter could impact its results of operations for that quarter and any future quarters for which revenue from that transaction is lost or delayed.

    The Company has not yet formed a Board. Although the Company is not legally required to have a board to conduct operations, boards play a critical role in effective risk oversight. A board helps ensure that management’s actions are consistent with corporate strategy, reflective of the culture of the business, and in line with the organization’s risk tolerance. There is no guarantee that a Board will be put in place.

    The Company is overdue on its 2017 tax filing, which could subject it to penalties, fines, or interest changes, and which could indicate a failure to maintain adequate financial controls and safeguards. In particular, the Internal Revenue Service (IRS) could impose the Company with costly penalty and interest charges if the Company has filed its tax return late, or has not furnished certain information by the due date. In addition, even if the Company has filed an extension, if it underestimated its taxes, the IRS could penalize it. Potential tax consequences could adversely affect the Company’s results of operations or financial condition. The Company is applying for its ITIN and plans to file in the second week of April.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Representatives of SI Securities, LLC are affiliated with SI Advisors, LLC (“SI Advisors”). SI Advisors is an exempt investment advisor that acts as the General Partner of SI Selections Fund I, L.P. (“SI Selections Fund”). SI Selections Fund is an early stage venture capital fund owned by third-party investors. From time to time, SI Selections Fund may invest in offerings made available on the SeedInvest platform, including this offering. Investments made by SI Selections Fund may be counted towards the total funds raised necessary to reach the minimum funding target as disclosed in the applicable offering materials.

    Ubitquity's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Ubitquity's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Ubitquity
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Ubitquity. Once Ubitquity accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Ubitquity in exchange for your securities. At that point, you will be a proud owner in Ubitquity.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or passport
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, Ubitquity has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Ubitquity does not plan to list these securities on a national exchange or another secondary market. At some point Ubitquity may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Ubitquity either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Ubitquity's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Ubitquity's Form C. The Form C includes important details about Ubitquity's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.