United States securities and exchange commission logo
August 18, 2022
Da Mu Lin
Chief Executive Officer
One World Ventures, Inc.
3370 Pinks Place, Suite F
Las Vegas, NV 89102
Re: One World Ventures,
Inc.
Offering Statement
on Form 1-A
Filed July 29, 2022
File No. 024-11952
Dear Mr. Lin:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response. After reviewing any amendment to your offering statement and
the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
Cover Page
1. Prominently disclose
that your CEO, Mr. Lin, controls the company and will continue to
hold a majority of the
voting power at the conclusion of this offering. Additionally,
highlight that even if
Mr. Lin were to own as little as 20% of the equity securities of the
Company, he would still
control a majority of the voting power.
Cautionary Statements Regarding Forward Looking Statements, page 5
2. We note your disclosure
regarding your ability to maintain a "carbon neutral" datacenter
operation. Please
expand your disclose here and throughout your offering statement to
provide the factual
basis for this claim or remove it from your prospectus.
Da Mu Lin
FirstName
One WorldLastNameDa
Ventures, Inc.Mu Lin
Comapany
August 18, NameOne
2022 World Ventures, Inc.
August
Page 2 18, 2022 Page 2
FirstName LastName
Summary Risk Factors, page 7
3. We note that your Summary Risk Factors section summarizes risk factor
disclosures that
are not contained elsewhere in your Risk Factor section. Please revise
to address these
risks in the appropriate section.
4. We note your summary risk factor disclosure addressing the risk of
holding a significant
portion of your assets in cryptocurrency. Please disclose whether you
currently hold or
plan to hold any cryptocurrencies or other digital assets. Please
identify which
cryptocurrencies or digital assets you currently hold or plan to hold.
Risk Factors, page 11
5. We note your disclosure that "companies with significant advantages in
terms of scale or
low-cost power may be less competitive on a proof-of-stake network."
Please expand your
risk factors to discuss the risks of Bitcoin transitioning to proof of
stake validation and
how such a transition could make your business model less competitive.
Management's Discussion and Analysis
Plan of Operation for the Next Twelve Months, page 20
6. We note your disclosure here of your belief that the proceeds of this
Offering will satisfy
your cash requirements for the next twelve months. However, on page
22, you state
that the Company s cash on hand was $0 as of December 31, 2021.
Revise to clarify that
you are dependent on proceeds from this offering, and quantify the
amount of proceeds
you need to raise to satisfy your cash requirements.
Liquidity and Capital Resources, page 22
7. Revise to clarify your assertion that "the company is generating a
small profit" given your
earlier disclosure that you have a history of losses.
Business
Cryptocurrency Datacenter Overview, page 23
8. We note that you plan to generate revenue in the form of rent payments
from crypto
mining companies. Given the nature and business of such companies,
please disclose
whether you intend to accept digital assets as payment for services.
Da Mu Lin
FirstName
One WorldLastNameDa
Ventures, Inc.Mu Lin
Comapany
August 18, NameOne
2022 World Ventures, Inc.
August
Page 3 18, 2022 Page 3
FirstName LastName
Planned Mining Operations, page 25
9. We note that your disclosure that, "while [you] are not responsible
for the actual mining of
cryptocurrencies, [you] continue to monitor and evaluate the crypto
asset market and may
in the future mine other crypto assets." Revise to clarify whether you
intend to mine
crypto assets in the foreseeable future. Additionally, please describe
how you will
evaluate the crypto asset market and what factors you will consider
when determining
whether to engage in crypto mining.
10. We note that you intend to pursue renewable energy to power your
miners, hosting
operations, and other equipment. Please disclose the steps the company
has taken to date
to move toward the use of renewable energy. If you intend to take
advantage of carbon
credits by offsetting your emissions, please include those plans in
your disclosure.
Cryptocurrency Recent Events, page 26
11. We note your discussion regarding regulatory actions by the People's
Republic of China
and the related impact to the global crypto mining industry. With a
view toward revised
disclosure, please tell us whether the Company currently has or had in
the past any
operations in China.
Economic Conditions
Electricity Costs, page 27
12. We note that you estimate the cost of power used in connection with
your operations to be
approximately 4.0 cents per kWh for the period ended June 30, 2022.
Given your status
as an early-stage development company, please discuss the basis for
these estimates.
13. We note that electricity costs will be your largest operating costs.
Please disclose whether
your planned hosting contracts will be subject to fixed or variable
pricing and if
reasonably estimable, how the increased power supply costs could
materially impact your
gross margins. Additionally, please expand your risk factors to
discuss how energy costs
could increase over time as more processing power is needed to solve
increasingly more
complex cryptographic puzzles.
General
14. To help investors understand your filing, please consider adding a
glossary to define the
terms you use. For example, it would be helpful for investors to
understand the difference
between your "miners" and the "cryptocurrency miners" who will
comprise your future
clientele.
15. On page 40, you indicate that the "consolidated financial statements
of Support.com" have
been audited by B.F. Borgers. Please revise this disclosure to clarify
that your
consolidated financial statements have been audited or advise.
Da Mu Lin
FirstName
One WorldLastNameDa
Ventures, Inc.Mu Lin
Comapany
August 18, NameOne
2022 World Ventures, Inc.
August
Page 4 18, 2022 Page 4
FirstName LastName
16. We note references to the Company in a press release stating that the
Company has
"contracted several bitcoin mining real estate and operations projects
to relocate Chinese
bitcoin mining operations to the US." Please revise the disclosure in
your offering
statement to reflect these plans.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
Please contact Kyle Wiley, Staff Attorney, at 202-344-5791 or Josh
Shainess, Legal
Branch Chief, at 202-551-7951 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology