0001019687-15-004688.txt : 20151231 0001019687-15-004688.hdr.sgml : 20151231 20151231172201 ACCESSION NUMBER: 0001019687-15-004688 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20151231 DATE AS OF CHANGE: 20151231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Great Coin, Inc. CENTRAL INDEX KEY: 0001656978 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 475129269 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10495 FILM NUMBER: 151316229 BUSINESS ADDRESS: STREET 1: 26381 CROWN VALLEY PARKWAY STREET 2: SUITE 230 CITY: MISSION VIEJO STATE: CA ZIP: 92679 BUSINESS PHONE: 949-582-5933 MAIL ADDRESS: STREET 1: 26381 CROWN VALLEY PARKWAY STREET 2: SUITE 230 CITY: MISSION VIEJO STATE: CA ZIP: 92679 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001656978 XXXXXXXX 024-10495 Great Coin, Inc. NV 2015 0001656978 7371 47-5129269 0 0 2 Park Plaza, Suite 400 Irvine CA 92614 949-769-3550 Christopher L. Tinen Other 100.00 0.00 4158.00 0.00 9304.00 56500.00 0.00 56500.00 47196.00 9304.00 0.00 67196.00 0.00 -67196.00 0.00 0.00 dbbMcKennon Class A Common stock 20000000 000000000 n/a G-Coin 5000000 000000000 n/a Preferred stock 0 000000000 none 0 000000000 true true Tier2 Audited Equity (common or preferred stock) Y Y Y Y N N 20000000 5000000 1.50 37500000.00 12500000.00 0.00 0.00 50000000.00 none 0.00 37500000.00 true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC PR A0 A1 A2 A3 A4 A5 A6 A7 A8 A9 B0 Z4 Great Coin, Inc. Common Stock 20000000 20000000 $20,000; $0.001 par value N/A Great Coin, Inc. GX-Coins 5000000 0 $2,500,000; $0.50 per share per subscription agreement Rule 506(b) PART II AND III 2 coin_part2.htm PART II AND III

OFFERING CIRCULAR DATED [DATE]

GREAT COIN, INC.

2 Park Plaza, Suite 400

Irvine, CA 92614

(949) 769-3550

20,000,000 GX-Coins

This offering circular relates to the public offering of up to 20,000,000 GX-Coins of Great Coin, Inc. (“we,” “our” and “us”) including: 15,000,000 GX-Coins offered by us on a best efforts basis; and up to 5,000,000 GX-Coins offered by the selling securityholder identified in this offering circular on a best efforts basis (the “Offering”). There is no minimum amount of GX-Coins that must be sold by the company or selling securityholder.

The GX-Coins being sold by the selling securityholder were issued in a transaction made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and Rule 506 promulgated thereunder.

In making your investment decision, you should only rely on the information contained in this offering circular. We have not authorized anyone to provide you with any other or different information. If anyone provides you with information that is different from, or inconsistent with, the information in this offering circular, you should not rely on it. We believe the information in this offering circular is materially complete and correct as of the date on the front cover. We cannot, however, guarantee that the information will remain correct after that date. For that reason, you should assume that the information in this offering circular is accurate only as of the date on the front cover and that it may not still be accurate on a later date. This document may only be used where it is legal to sell these securities. The information contained in this offering circular is current only as of its date, regardless of the time of delivery of this offering circular or of any sales of GX-Coins.

This Offering will commence on the date the Offering Statement is qualified by the SEC and will conclude upon the earlier of: (i) the date the Offering is fully-subscribed; (ii) 180 days after qualification date of the Offering Statement; or (iii) upon a date determined by the board of directors. The Company, in its sole discretion, may extend the offering for an additional 90 days. The shares offered by the Company are offered on self-underwritten basis which means our officers, directors and employees will sell the shares in reliance on the broker-dealer registration safe harbor provided under Rule3a4-1 of the Securities and Exchange Act of 1934, as amended. This offering circular will permit our officers, directors and employees to sell shares directly to the public. No commission or other compensation related to the sale of the shares offered by the Company will be paid to the officers and directors. The Company does, however, reserve the right to engage registered broker-dealers to assist with this Offering.

Neither we, nor any of our officers, directors, agents or representatives, make any representation to you about the legality of an investment in GX-Coins. You should not interpret the contents of this offering circular to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in GX-Coins.

This offering circular does not offer to sell, or ask for offers to buy, any shares of GX-Coin in any state or other jurisdiction in which such offer or solicitation would be unlawful or where the person making the offer is not qualified to do so.

No action is being taken in any jurisdictions outside the United States to permit a public offering of GX-Coin or possession or distribution of this offering circular in those jurisdictions. Persons who come into possession of this offering circular in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions that apply in those jurisdictions to this offering or the distribution of this offering circular.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Offering Statement becomes qualified.

	Price to public (1)	Underwriting discount and commissions	Proceeds to issuer	Proceeds to other persons
Per share/unit	$0.50 - $2.50
Total Minimum:	$0	$0	$0	$0
Total Maximum:	$50,000,000	$0	$37,500,000	$12,500,000 (2)

(1) Price range of offering being estimated pursuant to Rule 253(b). Estimate includes a maximum offering price of $2.50 and a maximum number of shares offered in this offering of 20,000,000 shares for an estimated maximum aggregate offering of $50,000,000.

(2) Issuer is offering up to 15,000,000 shares and selling securityholder is offering up to 5,000,000 shares under this offering. On a per share/unit basis, each of the issuer and selling securityholder will receive 100% of the proceeds of their respective sales.

Investing in GX-Coin involves a high degree of risk. See “Risk Factors” for certain risks you should consider before purchasing any shares in this Offering.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

The selling securityholder is considered a statutory underwriter under this Offering. We will not have an underwriter for our portion of the Offering and so we cannot guarantee how much, if any, of the offering will be sold by us.

The GX-Coins offered hereunder are being offered by us and the selling securityholder. We have not retained an underwriter to assist in our portion of the Offering of the GX-Coins. Our officers and directors have limited experience in the offer and sale of securities, and as a result, they may be unable to sell any of the GX-Coins.

Pursuant to Rule 251(d)(3)(ii) of the Securities Act, securities sold under this Offering will be made at a fixed price for the duration of the Offering.

We are providing this disclosure in the format prescribed by Part II of Form 1-A.

TABLE OF CONTENTS

	Page
SUMMARY	1
RISK FACTORS	2
FORWARD-LOOKING STATEMENTS	7
DILUTION	7
SELLING SECURITYHOLDER	8
PLAN OF DISTRIBUTION	8
USE OF PROCEEDS TO ISSUER	12
DESCRIPTION OF BUSINESS	12
DESCRIPTION OF PROPERTY	16
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS	16
DIRECTORS, EXECUTIVE OFFICERS, & SIGNIFICANT EMPLOYEES	21
COMPENSATION OF DIRECTORS & EXECUTIVE OFFICERS	22
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	23
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	23
SECURITIES BEING OFFERED	23
FINANCIAL STATEMENTS	25

You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with information that is different from that contained in this offering circular. This offering circular is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The information in this offering circular is complete and accurate only as of the date on the front cover regardless of the time of delivery of this offering circular or of any sale of our securities.

iii

SUMMARY

The following summary highlights material information in this offering circular. It may not contain all the information that is important to you. For additional information, you should read this entire offering circular carefully, including “Risk Factors” the financial statements and the notes to the financial statements. Unless otherwise indicated or the context otherwise requires, references in the offering circular to “GREAT COIN,” ”we,” “us,” and “our” or similar terms are to be GREAT COIN, INC.

The Company

Great Coin, Inc. (the “Company” or “Great Coin”) was incorporated in the State of Nevada on September 1, 2015.

On October 21, 2015, the Company and GX-Life Global, Inc., a Nevada corporation (“GX-Life Global”), entered into a subscription agreement whereby GX-Life Global acquired 5,000,000 restricted GX-Coins for a per share price of $0.50 per GX-Coin for re-sale (“Subscription Agreement”) under this Offering Statement for an aggregate purchase price of $2,500,000. GX-Life Global is a “selling securityholder” in this public offering as described in this Offering Statement.

Great Coin’s executive offices are located at 2 Park Plaza, Suite 400, Irvine, CA 92614. Our telephone number is: (949) 769-3550.

Summary

Great Coin is currently a technology development company focusing upon the deployment of innovative blockchain-based digital platforms to provide incentive and loyalty reward type programs across a number of vertical applications. Our flagship product is the technological development of “GX-Coin” a digital security that functions as a tradable financial asset similar to common equity of other corporations.

The technology underlying GX-Coin, its online trading platform and digital wallet are supported through advanced, proprietary blockchain applications being developed exclusively for the benefit of Great Coin. We believe when fully deployed GX-Coin will allow the establishment of proprietary electronic wallets, encrypted to assure tamper proof security, which will contain both cash deposits and GX -Coin account statements. It is through these wallets that participants can hold, buy and sell GX -Coin. Our technology will allow other companies to “white label” the digital security with their own chosen name. While we believe that GX-Coin may have a number of potential applications (including the possible elimination of existing trading protocols utilized on national exchanges and over-the-counter exchanges alike), our immediate emphasis is upon using the digital security as a form of reward points associated with any sales and marketing process. Our initial market is supporting the GX-Life Global multi-level marketing program (discussed below), but this is by no means the only intended or possible application of GX-Coin or our proprietary technology. We believe that our affiliation with GX-Life Global will allow a controlled, carefully monitored process to develop over time which can then be utilized as an example of the digital security technology. Great Coin intends for this proof of concept to allow it to market its blockchain technology services to other businesses so that they too can issue digital securities on the blockchain either via licensing deals to trade on new or existing trading platforms or via licensing and listing fees to use the Company’s online trading platform which will be established as an “ATS” regulated by the Securities Exchange Commission for alternative trading.

Seventy-five million (75,000,000) GX-Coins will be created with secure, 256-bit encryption. GX-Coins will be freely tradable on an online trading platform, and the price of a GX-Coin once on the trading platform will be determined by market forces through trading activity. 75,000,000 is the maximum amount of GX-Coins available as said number will be built into the code underlying the GX-Coin’s technical development. The Company plans to freely sell the GX-Coins directly and via GX-Life Global pursuant to this Offering Statement as a “digital security.” As a digital security, GX-Coin will be offered as an uncertificated security, the ownership and transfer of which are recorded on an encrypted, secured distributed ledger system using technology similar to the distributed ledger technology used for trading digital currencies.

The GX-Coin digital securities will be non-voting Class B common stock. Our existing Class A Common Stock is not currently publicly traded and we do not intend to sell securities of another class of the Company’s stock in a registered public offering. Instead, we expect to issue any such digital securities as a separate class to distinguish them from the outstanding securities of the Company.

Under the Subscription Agreement, GX-Life Global acquired 5,000,000 GX-Coins. GX-Life Global intends to distribute the GX-Coins to members of the GX-Life Global community as loyalty points for the members’ participation in the GX-Life Global community. Members of GX-Life Global will be able to redeem their status points, reward points, and status reward points for GX-Coin at 100 percent of their points’ dollar value. Members of GX-Life will sign up with GX-Life’s membership program as well as Great Coin’s platform to be able to freely trade the GX-Coins they earn. Each member of GX-Life Global will be issued a GX-Life Global-branded debit card that holds both redeemed cash and GX-Coin. Additionally, holders of GX-Coin will be able to use their GX-Coins to purchase products offered by GX-Life Global.

GX-Life Global is a multi-level marketing company that offers a diversity of products in industries ranging from tea to travel. There are two types of paid memberships in GX-Life Global: Standard memberships and VIP memberships. Standard memberships entitle the holder to a 10 percent discount from retail on all products offered by GX-Life Global. Standard members are required to purchase an initial product package (“starter kit”) upon enrollment. VIP memberships entitle the holder to a 20 percent discount from retail on all products offered by GX-Life Global and are further subdivided into four status levels: Gold, Platinum, Diamond, and Jade. The price of each status level is denominated in status points, with the value of a status point fixed at $1 USD. Depending on the number of status points a VIP member has outstanding, he/she can earn daily status reward points at a rate of 0.0005 status reward points per status point. VIP members can use their status points and status reward points to purchase products offered by GX-Life Global. VIP members can also redeem their status points and status reward points for cash or GX-Coin at its real-time trading price. GX-Life Global will then issue the GX-Coins directly to the GX-Life Global member’s digital wallet to settle out the redemption. The GX-Coins will then be tradable on the Company’s online trading platform.

Michael Dunn and Ning Liu are current officers, directors and shareholders in GX-Life Global. Mr. Dunn and Mr. Liu are also officers, directors and shareholders in Great Coin.

RISK FACTORS

An investment in our securities involves a high degree of risk. The offering circular supplement applicable to each offering of our securities will contain a discussion of the risks applicable to an investment in our securities. Prior to making a decision about investing in our securities, in addition to the specific risks set forth below, you should carefully consider the specific factors discussed under the heading "Risk Factors" in the applicable offering circular supplement, together with all of the other information contained or incorporated by reference in the offering circular supplement or appearing or incorporated by reference in this offering circular. You should also consider the risks, uncertainties and assumptions discussed in our Financial Statements and other filings we make with the SEC after the date of this offering circular, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future and any offering circular supplement related to a particular offering. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

Risks Applicable to Digital Securities Offerings

GX-Coins will be created with secure, 256-bit encryption. GX-Coins will be freely tradable on an online platform, and the price of a GX-Coin will be determined by market forces through trading activity. The Company plans to initially issue GX-Coins registered under this Offering Statement directly to qualified investors. The Company has already privately issued GX-Coins to GX-Life Global who is a selling securityholder re-selling the GX-Coins to investors as provided herein. The GX-Coins, once issued by either the Company or GX-Life Global, will be freely tradable by the end-user investor on the trading platform as a “digital security.” As a digital security, GX-Coin will be offered as an uncertificated security, the ownership and transfer of which are recorded on an encrypted, secured distributed ledger system using technology similar to the distributed ledger technology used for trading digital currencies or Bitcoin.

The GX-Coin digital securities are our Class B non-voting common stock. Our existing Class A voting common stock is not currently publicly-traded and we do not intend to sell securities of another class of the Company’s stock in a registered public offering. Instead, we expect to issue any such digital securities as a separate class to distinguish them from the outstanding securities of the Company.

Effective September 1, 2015, we entered into a Master Services Agreement (“MSA”) with 3Pillar Global, Inc. to develop and own the digital securities technology we refer to as the GX-Coins as well as to develop the online trading platform. We are also currently in discussions with several registered Alternative Trading Systems (“ATS”) to either license or acquire the operational capability to trade digital securities. If those negotiations are unsuccessful, we may ultimately register and develop an affiliated ATS on our own. We may also engage or acquire an affiliated broker-dealer for assistance in clearing trades on the ATS. The trading platform, which is currently in development, uses the same distributed ledger technology with the same algorithm-based consensus approach as that used for virtual currency. The distributed ledger technology underlying virtual currency is comprised of multiple copies of a synchronized ledger, or database, separately maintained by participants on the distributed ledger network, instead of a single ledger maintained by a trusted central authority. Transactions on the network, including those involving digital securities, are validated before being reflected on the distributed ledger through an algorithm-based consensus approach, instead of trusting a central authority to make the ledger entries. Participants in a distributed ledger include persons who have access to the ledger on a read-only basis, persons who can initiate changes to the ledger by participating in a transaction to be recorded on the ledger, and persons who validate the transactions on the ledger. Certain participants, typically the ones in charge of validating the transactions on the ledger, may receive transaction fees as an incentive to provide validation hardware and services to the network. Some or all of the participants in the distributed ledger system will be affiliated, controlled and/or operated by the Company.

In the case of Bitcoin, participants choosing to validate transactions do so by providing and powering the hardware needed by the network to solve complex algorithms and, in return, receive de minimis fees from the transferor as part of a bitcoin transaction recorded on the Bitcoin Blockchain. This is what makes the Bitcoin Blockchain an “open-source” system. The algorithms required to validate a transaction on the Blockchain become increasingly more complex, which requires an increasingly large percentage of the validation hardware to solve them. Once the solved algorithm is sufficiently complex, the transaction is deemed valid because a consensus of mining power must have been used to achieve the solution. Of course, the Bitcoin Blockchain is intended to be used as a currency ledger and the participants all treat it as such, but the transaction costs are so de minimis that it is feasible for the ATS to transfer a very small amount of bitcoin from one of its wallets to another in order to embed into the Bitcoin Blockchain and immutably store the transaction data for transfers of digital securities. The participants validating currency transactions on the Bitcoin Blockchain would not have any role in verifying any of the transaction data associated with transfers of digital securities. Any compensation received by participants in the distributed ledger network is received without regard to the transaction relating to digital securities but rather is received in the ordinary course under the applicable ledger transaction protocol. Any such transaction fees are expected to be de minimis and are expected to be borne by the ATS, not by the issuer or holders of digital securities.

Established Digital securities platforms exist primarily outside of the United States though some are in development in the United States as well. Similar technology to the digital wallet, platform and database technology being developed with the assistance of 3 Pillar Global does exist in capacities inside and outside the “digital securities” space. We may decide to issue digital securities utilizing the existing digital securities ATS technology or on a new technology platform for digital securities developed in the future.

Digital securities are designed to enable trades to settle immediately or nearly immediately, unlike traditional securities, such as shares of common stock sold “over-the-counter” on marketplaces such as the OTCQB. Typical securities markets feature delayed settlements or “T+3 settlement” signifying a 3 day settlement delay. One advantage of our proposed digital securities platform and technology is to reduce the settlement delays associated with typical securities exchanges while increasing the transparency and verification capabilities. In addition, digital securities are designed to enable the securities holder to hold its securities directly or through its broker-dealer, outside the system for traditional securities where a physical certificate is held by Cede & Co., as nominee for the Depository Trust Company, or DTC, in which broker-dealers are participants and hold a beneficial interest in shares in "street name" for their customers. Digital securities are novel and untested and do not follow accepted conventions, such as T+3 settlement and the "street name" conventions used by DTC participants. As such, our digital securities are subject to the following additional risks as well as those described in the offering circular supplement applicable to the offering of such securities.

The distributed ledger technology used by the ATS is novel and untested with respect to digital securities.

Our digital securities will be traded on a novel, untested system developed by 3 Pillar Global and interfaced with our chosen ATS specifically for trading digital securities. This novel trading system is subject to all the usual risks associated with the fact it is new and untested, including:

a rapidly-evolving regulatory landscape focused on digital currencies and, potentially, on the technology underlying distributed ledgers, which might include security, privacy or other regulatory concerns that could require the ATS to implement changes to its digital securities trading system that could disrupt trading in our digital securities;

the possibility of undiscovered technical flaws, including in the process by which system participants come to agreement on the state of the distributed ledger and the ownership of the digital securities recorded on the ledger;

the possibility that cryptographic security measures that authenticate transactions and the distributed ledger could be compromised, which could allow an attacker to alter the distributed ledger and the ownership of digital securities recorded on the ledger; and

the possibility of breakdowns and trading halts as a result of undiscovered flaws in the ATS that could prevent trades for a period of time.

The digital securities trading ledger is publicly available which may give rise to privacy concerns.

The distributed ledger used to record transfers of ownership of our digital securities will be available to the public and stores the complete trading history from inception of the issuance of the digital securities. The digital securities are represented by ledger balances and secured by cryptographic key pairs and only the public-key-derived wallet address is exposed to the public on the distributed ledger. The personal identity information necessary to associate a public key representing a given block of digital securities with the owner of those securities will be maintained in a separate database that is not exposed to the public. As such, robust and transparent trading data, other than holder identity, with respect to our digital securities will be publicly available. This may make it more difficult for holders to execute certain trading strategies. If there are security breaches with respect to the holders' personal identity information database resulting in theft of the information necessary to link personal identity with public keys, the stolen information could be used to determine the affected holder's complete trading history in our digital securities. Moreover, concerns over these issues may limit adoption of this novel trading system by a range of potential investors, reducing liquidity of our digital securities.

Our digital securities may trade with limited volume and liquidity.

Because digital securities settle differently from traditional securities, such as shares of common stock traded over-the-counter, our digital securities cannot be listed for trading on any stock exchange or through any other trading platform. Digital securities will be issued or available for purchase and then traded exclusively on a specific trading system that is registered with the SEC as an alternative trading system, or ATS. With respect to the digital securities traded on an ATS, the system will be closed so that only subscribers to the ATS may buy and sell the digital securities. Users will create a digital wallet that houses their GX-Coins which will then interface with the ATS and allow members access to the trading platform. The Company is currently evaluating a broker-dealer’s role in facilitating the wallet transactions as well as whether users of the ATS system must set up a brokerage account to access the ATS for trading. We will update this Offering Circular as our transaction and clearance process becomes more definitive.

In addition, because the digital securities will be their own separate class of securities, distinct from any other securities, the ATS trading our digital securities is likely to experience limited trading volume with a relatively small number of shares trading on the ATS platform as compared to other securities trading on more robust trading platforms. As a result, this novel trading system may have limited liquidity, resulting in a lower or higher price or greater volatility than would be the case with greater liquidity. You may not be able to resell your digital securities on a timely basis or at all.

The private cryptographic keys associated with digital securities could be stolen.

Our digital securities are represented by ledger balances and secured by cryptographic key pairs. The associated private key is necessary to effect the sale of a given block of our digital securities and, as such, is meant to be kept private. The general public, however, is not yet accustomed to using secure cryptographic methods and managing private keys. To make the system more user-friendly, at least initially, either the ATS trading our digital securities or each broker-dealer participating on that ATS is expected to hold the private keys on behalf of securities holders. This will enable securities holders to manage their digital securities account with a simple login and password, similar to traditional online brokerage accounts. As such, initially, our digital securities may be as vulnerable to cyber theft as a traditional online brokerage account would be. If the repository is hacked and private keys are stolen, the thief could transfer affected digital securities to its own account and sell the digital securities. Each broker- dealer with access to the ATS trading our digital securities is expected to know its customers that have accounts set up for trading our digital securities, but there can be no assurance that such theft would be detected in time to hold the culprit accountable. The risk of theft of private keys is heightened so long as a centralized repository holds the private keys on behalf of security holders, as the thief is able to target a single security system for breach of multiple accounts.

The number of securities traded on a digital securities ATS may be very small, making the market price more easily manipulated.

While we intend to allow our digital securities to trade only on an ATS that has adopted policies and procedures such that digital security holders are not free to manipulate the trading price of digital securities contrary to applicable law, and while the risk of market manipulation exists in connection with the trading of any securities, the risk may be greater for our digital securities because the ATS on which they trade is a closed system that does not have the same breadth of market and liquidity as the national market system. There can be no assurance that the efforts of the ATS or the digital security holders' broker-dealers will be sufficient to prevent such market manipulation. For example, there can be no assurance that a security holder will not be able to manipulate the stock price by opening multiple accounts and trading among those accounts.

The payment mechanics for digital securities are novel and untested.

While we intend to allow our digital securities to trade only on an ATS that has adopted payment mechanics that match the speed and irrevocability associated with immediate or nearly immediate settlement of digital securities, the payment mechanics of the ATS are novel and untested. To the extent the ATS and applicable broker-dealer net capital regulations would permit broker-dealers to issue cash balances on the distributed ledger in amounts that exceed actual cash held by such broker-dealer in its customer accounts, there could be systemic risk to the system associated with payment defaults.

An ATS is not a stock exchange and has no listing requirements for issuers or for the securities traded.

There are no minimum price or other listing requirements for trading digital securities on the ATS like the Nasdaq Global Market or other NMS trading platform. As a result, trades of digital securities on the ATS may not be at prices that represent the national best bid or offer prices of securities that could be considered similar securities or that otherwise correspond to the prices of such securities on a national securities exchange.

Intellectual property rights claims may adversely affect the operation of the GX-Coin Platform.

Third parties may assert intellectual property claims relating to the operation of GX-Coin and their source code relating to the holding and transfer of such assets. Regardless of the merit of any intellectual property or other legal action, any threatened action that reduces confidence in the GX-Coin’s long-term viability or the ability of end-users to hold and transfer GX-Coins may adversely affect an investment in GX-Coins. Additionally, a meritorious intellectual property claim could prevent the Company and other end-users from accessing the GX-Coin platform or holding or transferring their GX-Coins. As a result, an intellectual property claim against the Company could adversely affect an investment in the GX-Coins.

Alternative digital securities may gain more credibility and acceptance than the GX-Coin or the GX-Coin platform resulting in a devaluation of our GX-Coin portfolio and the decreased effectiveness of GX-Life Global’s loyalty-based multi-level marketing program.

There are numerous different types of crypto-assets, digital securities and related exchanges and platforms. Any one of these different crypto-assets, digital securities or exchanges may gain more use than the GX-Coins thereby increasing the liquidity and value of the more accepted digital security which, in turn, decreases the use, value and acceptance of GX-Coin which will decrease the asset value of our GX-Coin holdings and the effectiveness of GX-Life Global’s GX-Coin loyalty-based multi-level marketing program. As a result, the value of the Company may decline.

Risks Related to our Business and Industry

We have a limited operating history and have not yet generated any revenues.

Our limited operating history makes evaluating the business and future prospects difficult, and may increase the risk of your investment. Great Coin was formed in October 2015 and we have not yet begun producing revenue or licensing our blockchain-based technology. To date, we have no revenues. We intend in the longer term to derive revenues from the marketing and licensing of our blockchain-based technology. Our blockchain-based technology is in development and we have incurred significant development costs to date to develop the technology, and we do not expect to start generating revenue until the Offering Statement is qualified and the GX-Coins are being distributed and traded by GX-Life Global.

Our executive officers and directors are officers, directors and shareholders of GX-Life Global and Global Future City Holding and may have a conflict of interest.

Mr. Liu and Mr. Dunn, the sole officers and directors and majority shareholders of Great Coin are also officers, directors and shareholders of Global Future City Holding which is the parent of its wholly-owned subsidiary GX-Life Global. A conflict of interest may arise between the success of GX-Life Global and Great Coin business plans. This could have the effect of limiting the success of the business plans of Great Coin.

We may not be able to obtain adequate financing to continue our operations.

The ongoing technological development of our blockchain technology may continue to cost significant capital. We expect that our current sources of liquidity, including the proceeds from this offering, will be sufficient to fund anticipated costs of operations based on current expectations and estimates. We may however need to raise additional funds through the issuance of equity, equity-related, or debt securities or through obtaining credit from government or financial institutions to sustain future operations. This capital may be necessary to fund ongoing operations, continue research, development and design efforts, and operate the technology and online trading platform. We cannot assure anyone that we will be able to raise additional funds if needed.

Risks Related to the Investment in our Common Stock

The ownership of our common stock is concentrated among existing executive officers and directors.

Upon the sale of all of the GX-Coins offered in this offering, our executive officers and directors will continue to own beneficially, in the aggregate, a vast majority of the outstanding shares, including full voting control of the Company. As a result, they will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, amendments to our Articles of Incorporation, and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control of Great Coin or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

GX-Coin Stockholders do not have voting rights limiting their ability to exercise control over our operations.

GX-Coin is classified as Class B nonvoting common stock which means that investors in this offering will not have voting rights with the Company. The GX-Coin stockholders also cannot prevent distributions or dividends to other classes of stock, including Class A common stock without a corresponding dividend or distribution to GX-Coin stockholders and all Preferred and Class A stockholders have preferential distribution rights to the Company’s assets upon dissolution, liquidation or winding up of the Company. As a result, GX-Coin holders have little control over the future operations of the Company and are at greater risk of losing their investment in the event of a failure of the Company to execute on its business plan.

Investors in this offering will experience immediate and substantial dilution.

Investors in this offering will suffer immediate and substantial dilution of $0.78 per share or approximately 52% of the offering price of the shares if the maximum offering is sold at the mid-offering price of $1.50. Further, if all of the shares offered hereby are sold, investors in this offering will own 50% of the then outstanding shares of common stock, but will have paid over 92% of the total consideration for our outstanding shares. See “Dilution.”

There currently is no public trading market for our securities and an active market may not develop or, if developed, be sustained. If a public trading market does not develop, you may not be able to sell any of your securities.

There is currently no public trading market for our common stock, and an active market may not develop or be sustained. If an active public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your shares at any price. Even if a public market does develop, the market price could decline below the amount you paid for your shares.

FORWARD-LOOKING STATEMENTS

This offering circular, each offering circular supplement and the information incorporated by reference in this offering circular and each offering circular supplement contain certain statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The words "anticipate," "expect," "believe," "goal," "plan," "intend," "estimate," "may," "will," and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this offering circular, any accompanying offering circular supplement and the documents incorporated herein and therein by reference, particularly in the sections entitled "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," and include statements regarding the intent, belief or current expectations of the company and management that are subject to known and unknown risks, uncertainties and assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed in or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section titled "Risk Factors" set forth above.

This offering circular, any offering circular supplement and the information incorporated by reference in this offering circular and any offering circular supplement also contain statements that are based on management's current expectations and beliefs, including estimates and projections about our company, industry, financial condition, results of operations and other matters. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties, and assumptions that may cause actual results to vary materially from those projected in the forward-looking statements.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this offering circular, whether as a result of any new information, future events or otherwise.

DILUTION

If you invest in GX-Coin, your interest will be diluted to the extent of the difference between the public offering price per share of the GX-Coins and the as adjusted net tangible book value per share of our capital stock after this offering.

The following table demonstrates the price that new investors are paying for their GX-Coins with the effective cash price paid by existing shareholders for pre-financing shares of $0.50. It reflects all transactions since inception, establishing a net tangible book value of $2,520,000 or $0.10 per share as of November 10, 2015. Net tangible book value is calculated as tangible assets less tangible liabilities. This method gives investors a better picture of what they will pay for their investment compared to the pre-financing investors than just including such transactions for the last 12 months, which is what the SEC requires. The table then gives effect to the sale of shares at the mid-range estimated offering price ($1.50) and at: (A) the minimum number of shares issued, (B) the mid-range number of shares issued, and (C) the maximum number of shares issued.

	Minimum Raise	Mid-Range Raise	Maximum Raise
Price per GX-Coin	$1.50	$1.50	$1.50
GX-Coins Issued	0	10,000,000	20,000,000
Capital Raised	$0.00	$15,000,000.00	$30,000,000.00
Net Tangible Book Value Pre-Financing**	$2,520,000	$2,520,000	$2,520,000
Net Tangible Book Value Post-Financing**	$2,520,000	$17,520,000	$32,520,000

GX-Coins Issued and Outstanding Pre-Financing	5,000,000	5,000,000	5,000,000
Post-Financing GX-Coins Issued and Outstanding	5,000,000	15,000,000	25,000,000

Net tangible book value per GX-Coin prior to offering	$0.10	$0.10	$0.10
Increase/(Decrease) per GX-Coin attributable to new investors	$0.00	$0.40	$0.62
Net tangible book value per GX-Coin after offering	$0.10	$0.50	$0.72
Dilution per GX-Coin to new investors	$0.00	$1.00	$0.78

Investors should note that this calculation is made on the basis of the mid-point of the range of the estimated offering price. Since the company is estimating a range of prices, as explained in “Plan of Distribution,” earlier investors in the offering will suffer less immediate dilution and later investors will suffer more dilution compared to earlier investors and to the founders of the Company.

Net Tangible Book Value incorporates value of all capital stock (including 20,000,000 shares of common stock issued at $0.001 to founder). The 20,000,000 shares of common stock are not being registered under this offering nor will the common stock be traded on the trading platform.

SELLING SECURITYHOLDER

The following table sets forth the number of GX-Coins which may be sold by the selling securityholder pursuant to this offering circular, of up to 5,000,000 GX-Coins, $0.001 par value per share. The 5,000,000 GX-Coins registered for resale on behalf of GX-Life Global represents up to 30% of the entire offering. The GX-Coins covered by this offering circular will be offered for sale from time to time by the selling securityholder identified in this offering circular in accordance with the terms described in the section entitled Plan of Distribution. We are also selling any securities under this offering circular but will not receive any proceeds from the sale of GX-Coins by the selling securityholder.

We agreed to register for resale the GX-Coins covered by this offering circular as a condition to the Subscription Agreement with GX-Life Global. We are registering these securities in order to permit the selling securityholder to dispose of the GX-Coin, or interests therein, from time to time, as provided in this Offering Statement.

The selling securityholder may ultimately sell all, some, or none of the securities listed below. See the Plan of Distribution. We cannot provide an estimate of the number of securities that the selling securityholder will hold in the future. For purposes of this table, beneficial ownership is determined in accordance with the rules of the SEC, and includes voting power and investment power with respect to such securities.

The selling securityholder has had a material relationship with us during the last three years. See “Interest of Management and Others in Certain

Transactions.” No selling securityholder is a registered broker-dealer or an affiliate of a broker-dealer.

The table below lists the selling securityholder and other information regarding the beneficial ownership of the GX-Coins by the selling securityholder. Column B lists the number of GX-Coins beneficially owned by each selling securityholder prior to this offering. Column C lists the GX-Coins covered by this offering circular that may be disposed of by the selling securityholder. Column D lists the number GX-Coins that will be beneficially owned by the selling securityholder assuming all of the shares covered by this offering circular are sold. Column E lists the percentage of GX-Coins beneficially owned by the selling securityholder after and assuming all of the GX-Coins covered by this offering circular are sold. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.

Name of Selling Securityholder (A)	G Coins Beneficially Owned Prior to this Offering (B)	GX-Coins Beneficially Owned After Offering (D)	GX-Coins Being Offered (C)	% Beneficial Ownership After Offering (E)
GX-Life Global, Inc.	5,000,000	0	5,000,000	0.00%

	5,000,000	0	5,000,000	0.00%

PLAN OF DISTRIBUTION

We are registering 20,000,000 GX-Coins under this offering circular which consists of 15,000,000 GX-Coins sold directly by the Company and 5,000,000 on behalf of GX-Life Global as a selling securityholder. Except as described below, to our knowledge, the selling securityholder has not entered into any agreement, arrangement or understanding with any particular broker or market maker with respect to the GX-Coins offered hereby, nor, except as described below, do we know the identity of the brokers or market makers that will participate in the sale of the shares.

Plan of Distribution for the Company

Our GX-Coins are currently not quoted on any market. No market may ever develop for our GX-Coins, or if developed, may not be sustained in the future. Accordingly, our GX-Coins should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling securityholder, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling securityholder or us, we will file an amendment to this Offering Statement disclosing such matters.

Plan of Distribution for the Selling Securityholder

The selling securityholder may decide not to sell any GX-Coins. The selling securityholder may from time to time offer some or all GX-Coins through brokers, dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the selling securityholder and/or the purchasers of the GX-Coins for whom they may act as agent. In effecting sales, broker-dealers that are engaged by the selling securityholder may arrange for other broker-dealers to participate. GX-Life Global is an “underwriter” within the meaning of the Securities Act. Any brokers, dealers or agents who participate in the distribution of the GX-Coins may also be deemed to be “underwriters,” and any profits on the sale of the GX-Coins by them and any discounts, commissions or concessions received by any such brokers, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. To the extent the selling securityholder may be deemed to be an underwriter, the selling securityholder will be subject to the offering circular delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Pursuant to Rule 251(d)(3)(ii) of the Securities Act, securities sold under this Offering by the selling securityholder will be made at a fixed price for the duration of the Offering.

The selling securityholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made in a combination of methods of sale, at then prevailing market prices, at prices related to prevailing market prices or at negotiated prices. The GX-Coins may be sold according to one or more of the following methods:

a block trade in which the broker or dealer so engaged will attempt to sell the GX-Coins as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this offering circular;

an over-the-counter distribution;

ordinary brokerage transactions and transactions in which the broker solicits purchasers;

privately negotiated transactions;

a combination of such methods of sale; and

any other method permitted pursuant to applicable law.

Any shares covered by this offering circular which qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather than pursuant to this offering circular. In addition, the selling securityholder may transfer the shares by other means not described in this offering circular.

Any broker-dealer participating in such transactions as agent may receive commissions from GX-Life Global (and, if they act as agent for the purchaser of such shares, from such purchaser). Broker-dealers may agree with GX-Life Global to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for GX-Life Global, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to GX-Life Global. Broker-dealers who acquire shares as principal may thereafter resell such shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above) on the over-the-counter market, in privately-negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. To the extent required under the Securities Act, an amendment to this offering circular, or a supplemental offering circular will be filed, disclosing:

the name of any such broker-dealers;

the number of shares involved;

the price at which such shares are to be sold;

the commission paid or discounts or concessions allowed to such broker-dealers, where applicable;

that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this offering circular, as supplemented; and

other facts material to the transaction.

Underwriters and purchasers that are deemed underwriters under the Securities Act may engage in transactions that stabilize, maintain or otherwise affect the price of the securities, including the entry of stabilizing bids or syndicate covering transactions or the imposition of penalty bids. GX-Life Global and any other persons participating in the sale or distribution of the shares will be subject to the applicable provisions of the Exchange Act and the rules and regulations thereunder including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of, purchases by the selling securityholder or other persons or entities. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to special exceptions or exemptions. Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making and certain other activities with respect to those securities. In addition, the anti-manipulation rules under the Exchange Act may apply to sales of the securities in the market. All of these limitations may affect the marketability of the shares and the ability of any person to engage in market-making activities with respect to the securities.

We have agreed to pay the expenses of registering the GX-Coins under the Securities Act, including registration and filing fees, printing expenses, administrative expenses and certain legal and accounting fees, as well as certain fees of counsel for the selling securityholder incurred in the preparation and negotiation of the Subscription Agreement and the Offering Statement of which this offering circular forms a part. The selling securityholder will bear all discounts, commissions or other amounts payable to underwriters, dealers or agents, as well as transfer taxes and certain other expenses associated with the sale of securities.

At any time a particular offer of the GX-Coins is made, a revised offering circular or offering circular supplement, if required, will be distributed. Such offering circular supplement or amendment will be filed with the SEC, to reflect the disclosure of required additional information with respect to the distribution of the GX-Coins. We may suspend the sale of GX-Coins by the selling securityholder pursuant to this offering circular for certain periods of time for certain reasons, including if the offering circular is required to be supplemented or amended to include additional material information.

There are no arrangements for the return of funds to subscribers in the event all of the securities to be offered are not sold.

Digital Securities and Trading Platform

GX-Coins will be created with secure, 256-bit encryption. GX-Coins will be freely tradable on an online platform once registered and issued under this Offering Statement, and the future price of a GX-Coin will be determined by market forces through trading activity as with typical equity securities. The Company plans to initially issue GX-Coins registered under this Offering Statement directly to qualified investors. The Company has already privately issued GX-Coins to GX-Life Global who is a selling securityholder re-selling the GX-Coins to investors as provided herein. The GX-Coins, once issued by either the Company or GX-Life Global, will be freely tradable by the end-user investor on the trading platform as a “digital security.” As a digital security, GX-Coin will be offered as an uncertificated security, the ownership and transfer of which are recorded on an encrypted, secured distributed ledger system using technology similar to the distributed ledger technology used for trading digital currencies. The Company may initially issue the GX-Coins as a certificated security in the event that the online trading platform is not established and operational at the time this Offering Statement is qualified by the Commission.

Digital securities are designed to enable trades to settle immediately or nearly immediately, unlike traditional securities, such as shares of our common stock, trades of which settle on the third day following the day the purchase and sale commitment is made. This delayed settlement for traditional securities is known as "T+3 settlement," which stands for "trade date plus 3 days," and is the current standard in the United States for settlement of all traded securities other than digital securities. In addition, digital securities are designed to enable the securities holder to hold its securities directly or through its broker-dealer, outside the system for traditional securities where a physical certificate is held by Cede & Co., as nominee for the Depository Trust Company, or DTC, in which broker-dealers are participants and hold a beneficial interest in shares in “street name” for their customers. Digital securities are novel and untested and do not follow accepted conventions, such as T+3 settlement and the “street name” conventions used by DTC participants. As such, our digital securities are subject to the following additional risks as well as those described in the offering circular supplement applicable to the offering of such securities.

Master Services Agreement with 3Pillar Global

In connection with the MSA entered into with 3Pillar Global, 3Pillar Global will provide services set forth in one or more Statements of Work (“SOW”) for software development services. The pricing for the software development services are set forth in each SOW. In connection with the MSA, upon the Company’s full payment for services rendered under the MSA, the Company will have sole and exclusive ownership of all work product associated with the software development and all intellectual property rights associated therewith. Any technology independently developed by 3Pillar Global which is incorporated into the software work product remains the property of 3Pillar but a worldwide, royalty-free perpetual irrevocable license is granted to the Company for any 3Pillar technology used or incorporated into the work product.

The term of the MSA is for a period of thirty-six (36) months, renewable in successive 12-month increments unless terminated with at least ninety (90) days advanced notice for convenience.

On September 24, 2015, we entered into SOW #1 under the MSA in which it was agreed that 3Pillar Global would conduct an assessment to determine the level of effort, team size, and project timeline for a to-be-developed digital Platform (the “Platform”) for the transacting of business using our GX-Coins. The consideration for SOW #1 was $7,000 plus travel expenses. We paid 3Pillar Global a retainer of $15,000 as the services were to be performed in October 2015. On October 19, 2015, we entered into SOW #2 under which 3Pillar Global agreed to develop the Platform using blockchain and digital wallets to create and manage the distribution of our GX-Coins. On November 30, 2015, we entered into SOW#3 under which 3Pillar Global agreed to provide certain web development services including the delivery of HTML/JS/CSS files. On December 16, 2015, we entered into SOW #4 under the MSA in which 3Pillar Global agreed to provide a “Managed Products Team” to collaborate with the Company for the creation of a platform using blockchain technology and digital wallets to create and manage the distribution of GX-Coins.

The cost of these services is estimated to total $310,000, of which $246,000 has been paid to 3Pillar Global to date.

USE OF PROCEEDS TO ISSUER

Unless otherwise indicated in any offering circular supplement, we will use the net proceeds from the sale of securities offered by us under this offering circular for general corporate purposes, which may include working capital, capital expenditures, other corporate expenses and acquisitions of complementary products, or technologies to support the development of GX-Coins. The offering circular supplement with respect to an offering of offered securities may identify different or additional uses of proceeds for that offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated needs of our business. As a result, unless otherwise indicated in any offering circular supplement, our management will have broad discretion to allocate the net proceeds of the offering.

We will not receive any of the proceeds from the sale of GX-Coins by the selling securityholder pursuant to this offering circular.

DESCRIPTION OF BUSINESS

Corporate History

Great Coin, Inc. (the “Company”) was incorporated in the State of Nevada on September 1, 2015.

On October 21, 2015, the Company and GX-Life Global entered into a subscription agreement whereby GX-Life Global acquired 5,000,000 restricted GX-Coins for a per share price of $0.50 per GX-Coin for re-sale (“Subscription Agreement”) under this Offering Statement for an aggregate purchase price of $2,500,000. GX-Life Global is a “selling securityholder” in this public offering as described in this Offering Statement.

Business

Great Coin is currently a technology development company focusing upon the deployment of innovative digital platforms to provide incentive and loyalty reward type programs across a number of vertical applications. Our flagship product is the technological development of “GX-Coin” a digital security that functions as a tradable financial asset similar to common equity of other corporations.

GX-Life Global – Key Partner

GX-Life Global is the Company’s key partner and largest re-seller of GX-Coins to its members via its status as selling securityholder under this Offering Statement. GX-Life Global is a multi-level marketing company that offers a diversity of products in industries ranging from tea to travel. There are two types of paid memberships in GX-Life Global: Standard memberships and VIP memberships. Standard memberships entitle the holder to a 10 percent discount from retail on all products offered by GX-Life Global. Standard members are required to purchase an initial product package (“starter kit”) upon enrollment. VIP memberships entitle the holder to a 20 percent discount from retail on all products offered by GX-Life Global and are further subdivided into four status levels: Gold, Platinum, Diamond, and Jade. The price of each status level is denominated in status points, with the value of a status point fixed at $1 USD.

Members of GX-Life Global will act as independent distributors selling GX-Life Global products to end-users and other GX-Life Global members. Depending on the number of status points a VIP member has outstanding (which corresponds to the VIP status level the member has achieved), he/she can earn daily status reward points at a rate of 0.0005 status reward points per status point. VIP members can use their status points and status reward points to purchase products offered by GX-Life Global. VIP members can also redeem their status points and status reward points for cash or the digital security GX-Coin. The status points reward members for growing their independent business and moving up levels in the membership structure.

In the event a GX-Life Global member choses to redeem status points in GX-Coin rather than the cash owed to them, GX-Life Global, as a selling securityholder in this Offering, will issue the GX-Coins to the member as consideration for the member giving up its right to the cash consideration which would otherwise be owed by GX-Life Global to the member for redemption of the status points. At that point, GX-Life Global will issue the digital security by populating the member’s digital wallet for trading on the online platform. The member could then sell the GX-Coins at the market price on the online trading platform and Great Coin would settle the transaction and populate the member’s wallet with cash that they could withdraw to their debit account.

Both Standard and VIP members have the ability to join sales organizations (“trees”). Members of sales organizations can resell the discounted products they purchased from GX-Life Global at a suggested retail price. VIP members have the exclusive opportunity to earn overriding commissions on the sales of members up to three levels below them on their trees. Commissions are paid out in reward points, which are redeemable for cash or GX-Coins. Commission rates range from 1.25 percent to 35 percent of sales volume and depend on a VIP member’s status level and position in his/her tree.

Two different types of bonuses – member enrollment bonuses and initial product purchase bonuses – are available to Standard and VIP members. Member enrollment bonuses provide in-kind rewards to members for meeting recruitment goals. Initial product purchase bonuses incentivize new members to purchase starter kits.

GX-Life Global offers a diversified line of products in the following categories: beauty, energy, nutrition, and tea. In the beauty category, GX-Life Global has developed a line of high-end moisturizers, serums, and creams designed to protect the skin and combat the signs of aging. In the energy category, GX-Life Global offers F.I.T.T. Energy® two-ounce energy shots, one-ounce energy gel packs, and single-serve instant coffee packets. In the tea category, GX-Life Global offers single-serve sachets of Authentea® organic tea extract and Herbalsoul® herbal tea extract, in addition to various tea wares. In the nutrition category, GX-Life Global offers a range of nutraceutical and diet products, including a multivitamin, probiotic, digestive enzyme, joint reliever, detoxifier, calcium supplement, and organic “superfood” powder.

GX-Life Global also provides its members with the opportunity to purchase all-inclusive travel packages with first-class air transportation and luxury hotel accommodations. Relatedly, GX-Life Global offers its members a selection of plastic surgery medical tourism packages that entitle the purchaser to a specified number of hours of invasive and/or non-invasive plastic surgery at an outpatient clinic in Newport Beach, California. Lastly, GX-Life Global provides its members with the opportunity to purchase fine art from the Japanese royal collection at a discounted price.

GX-Life Global Product List

Beauty:

· AM Anti-Pollution Cream 30 mL (Airless Pump)

· Anti-Aging Eye Serum 15 mL (Airless Pump)

· Anti-Aging Face Serum 30 mL (Airless Pump)

· PM 72-hour Moisturizer 30mL (Jar)

· Whitening/Dark Spot Corrector 30 mL (Airless Pump)

Nutrition:

· Liver Detox - Silybin 60 CT Softgels (Bottle)

· Digestive Enzyme - Enzymax 60 CT Capsules (Blister)

· Joint - Hyaloxin 60 CT Coated Caplets (Bottle)

· Advanced Weight Loss 60CT Coated Time Release Caplets (Bottle)

· Multivitamin - EnergyTon Plus 60 CT Softgels (Bottle)

· Probiotic - EnteroPhilus 60 CT Vegetarian Capsules (Blister)

· Organic “Superfood” Wild Berry 30 CT 8 g Stick Packs/Rectangular Packets (Box)

· Resveratrol Sustain Nutrition Gel 30 CT 30 mL Gel Packs (Box)

Energy:

· F.I.T.T. Energy 12 CT 59 mL Shots (Box)

· Energy Gel 30 CT 30 mL Gel Packs (Box)

Tea:

· 6 Different Authentea Teas 30 CT 0.6 mL Sachets (Jar)

· 3 Herbalsoul Unique Products 30 CT 1.0 mL Sachets (Jar)

· Longquan Celadon Tea Sets and Accessories

Blockchain-Based Software Development Services

Great Coin's core business is as a technology development company focused upon the deployment of innovative block-chain based digital securities and trading platforms. In connection with the MSA entered into with 3Pillar Global, 3Pillar Global will provide services set forth in one or more Statements of Work (“SOW”) for software development services provided to the Company in a collaborative manner with Great Coin management. In connection with the MSA, upon the Company’s full payment for services rendered under the MSA, the Company will have sole and exclusive ownership of all work product associated with the software development and all intellectual property rights associated therewith. Any technology independently developed by 3Pillar Global which is incorporated into the software work product remains the property of 3Pillar but a worldwide, royalty-free perpetual irrevocable license is granted to the Company for any 3Pillar technology used or incorporated into the work product.

The Company’s first product launch of the services developed in conjunction with 3Pillar is that of GX-Life Global but the Company anticipates that the GX-Life Global plan of operations will help to validate its technology so that it can credibly market its services and technology to outside financial service providers, issuers and/or trading platforms. The Company has already held informal conversations with existing securities exchanges regarding our technology and how it may fit within their existing operations. The Company does plan to generate revenue from its relationship with GX-Life Global outside of the mere sale of the GX-Coins through the operation of the trading platform, the maintenance of the blockchain-based distributed ledger and other technological support services. This revenue may include transaction fees on the operation of the trading platform and services fees associated with maintaining the trading platform and the Company’s technology for use by GX-Life Global’s members.

The Company hopes that its “proof of concept” with GX-Life Global will allow it to expand the deployment of its technology across a number of vertical applications. This includes but is not limited to retail loyalty programs, financial service providers, corporate issuers and existing securities exchanges. The Company may charge licensing fees for use of its technology or may charge direct service fees or transaction fees as the direct operator of such vertical applications. Due to the novelty and untested nature of the Company’s technology, it is currently unclear what market prices may be charged for our services and, as such, it is still unclear whether substantial revenues can be generated by the provision of our services or technology to third parties. However, the Company is seeing a growing interest in blockchain-based technology with such well-known companies as Overstock.com and major financial service providers such as large broker-dealers and banking institutions and securities exchanges including Nasdaq. We do believe that we can achieve profitability once the uncertainty of the market for such technology and services lessens and we will assess how to better profit from our operations as our business develops.

Employees

The Company currently has 2 employees.

Legal Proceedings

None.

DESCRIPTION OF PROPERTY

Our principal executive offices are located at 2 Park Plaza, Suite 400, Irvine, CA 92614. Our telephone number is: (949) 769-3550. We are occupying space leased by Global Future City Holding Inc. We pay no rent and have no lease obligations. We believe this space is sufficient to facilitate the development of our GX-Coin technology.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Offering Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this Offering Statement and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Summary of Business

Subscription Agreement and Note with GX-Life Global

On October 21, 2015, GX-Life Global, Inc. (“GX-Life Global”) subscribed for and agreed to purchase from us 5,000,000 GX-Coins for a total subscription price of $2.5 million. GX-Life Global is a wholly-owned subsidiary of Global Future City Holding, Inc. (“Global”), a public company trading under the symbol FTCY on the OTCQB marketplace. We share common management with both GX-Life Global and Global and one of the largest shareholders of Global is one of our founders.

As payment for the GX-Coins, GX-Life Global issued us a Nonrecourse Purchase Money Promissory Note dated October 21, 2015 for the total subscription amount. The note, which bears interest at 5% per annum, matures one year from issuance. Repayment of the note shall be made in amounts and times selected by GX-Life Global (each a “Purchase Payment”) and no amount of accrued interest shall be convertible into GX-Coins.

GX-Coins acquired under the note shall neither be transferable nor encumbered and must be retained by GX-Life Global (the “Trading Restriction”) unless and until they are fully paid for. The number of GX-Coins released from the Trading Restriction shall equal the amount of each Purchase Payment divided by $0.50. On October 22, 2015, GX-Life Global completed the payment for 700,000 GX-Coins for consideration of $350,000 and, as such, the 700,000 GX-Coins became unencumbered.

At maturity, if the entire principal balance of the note has not been paid, GX-Life Global is required to return to us the number of GX-Coins calculated as follows: (a) $2.5 million minus the aggregate Purchase Payments divided by (b) $2.5 million times (c) 5,000,000 GX-Coins.

Development Stage Entity

The Company is a development stage company, with no revenues, in accordance with FASB ACCOUNTING STANDARDS UPDATE NO. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The Company is in the process of developing blockchain-based technology for use in digital securities and trading platforms, including for use by retailers in digital security-based loyalty reward programs. The Company is currently seeking funding through the sale of its common stock to fund the ongoing stages of developing its technology. It is the company's intent to develop this blockchain-based technology for initial use in connection with GX-Life Global’s loyalty rewards program and plans to eventually market its technology to other businesses as well.

Management's plan in regard to the development of operations, upon adequate funding, is to continue payments to its development team 3Pillar Global as needed to assess, critique and fine-tune our digital wallets, distributed ledger and online trading platform. Work is also planned for mapping-out the site structure for anticipated increases in site traffic. Upon design and mapping we anticipate that additional developer(s) may be retained on a part-time or contract basis to support the launch of the system.

Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, which requires us to make estimates and assumptions in certain circumstances that affect amounts reported. In preparing these financial statements, management has made its best estimates and judgments of certain amounts, giving due consideration to materiality. We believe that, of our significant accounting policies (more fully described in the accompanying notes to the financial statements), the following are particularly important to the portrayal of our results of operations and financial position and may require the application of a higher level of judgment by our management, and as a result are subject to an inherent degree of uncertainty.

Risks and Uncertainties

We have a limited operating history and have not generated any revenues. Our ongoing business, beyond the issuance of GX-Coins, is to market our proprietary blockchain technology, when fully developed, to other companies and financial service providers as a means of providing a secure, transparent verification system to facilitate the trading of securities or execution of financial transactions using the “smart contract” technology inherent in the blockchain technology. The deployment of our proprietary blockchain technology into other companies and financial service providers depends on the ability to develop GX-Coin and deploy it effectively in connection with the GX-Life Global multi-level marketing plan. The market for future revenue generation outside of the GX-Coin system is as yet undefined and may be sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond our control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company’s financial condition and the results of its operations.

Our industry is characterized by rapid changes in technology and customer demands. As a result, products we may develop or acquire may quickly become obsolete and unmarketable. Our future success will depend on our ability to adapt to technological advances, anticipate customer demands, and develop new products on a timely and cost-effective basis. Further, our products must remain competitive with those of other companies with substantially greater resources. We may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products. Also, we may not be able to adapt new or enhanced products to emerging industry standards, and our new products may not be favorably received. Nor may we have the capital resources to further the development of our products.

Our operations are subject to new innovations in product design and function. Significant technical changes can have an adverse effect on product lives. Design and development of new products are important elements to achieve and maintain profitability in our Company’s industry segment. We may become subject to federal, state and local environmental laws and regulations, but we do not believe that such laws or regulations will have a material impact on our financial position, results of operations, or liquidity. We believe that our operations comply, in all material respects, with existing applicable federal, state, and local environmental laws and regulations.

Going Concern

These factors raise substantial doubt about the Company’s ability to continue as a going concern. Since inception, funding for the Company has

been provided by deposits made on behalf of GX, a related party. In the future, funding is expected to be generated by payments received from the issuance of GX-Coins along with any revenue generating opportunities that we can exploit.

The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our independent registered public accounting firm issued an explanatory paragraph in their report regarding substantial doubt about the Company’s ability to continue as a going concern.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates.

Revenue Recognition

We intend to generate revenue from the operation of our online trading platform for GX-Coin and future issuers of digital securities and/or issuers wanting to license our technology. We will recognize revenues when (a) persuasive evidence that an agreement exists; (b) the products or services have been delivered; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

Deferred Financing Costs

The costs incurred in connection with the registration of our GX-Coins will be netted against the proceeds we expect to receive from the issuance of our GX-Coins. In the event we are not successful in our offering we will charge such costs to operations.

Internal-Use Software

We incur software development costs to develop software programs to be used solely to meet our internal needs and cloud based applications used to deliver our services. In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software, we capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. In the event we are not able to successfully complete the platform or we abandon such, we may suffer a significant charge to operations.

Revenue Recognition

Our GX-Coins will be issued initially for $0.50 per coin with all proceeds accounted for as equity. No revenue will be recognized in connection with the issuance of the GX-Coins.

Stock-Based Compensation

We account for our stock-based compensation in accordance with ASC 718-20, Stock-based Compensation. Stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite vesting period.

Recent Accounting Pronouncements

The FASB issues Accounting Standards Updates (“ASUs”) to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. We believe those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to our Company or (iv) are not expected to have a significant impact on us.

Results of Operations for the Period Inception through September 30, 2015

Net Revenues and Cost of Revenues

As stated in Note 1 to the accompanying financial statements under Business and Plan of Operations, we currently have no revenue producing operations.

General and Administrative Expenses

General and administrative expenses for the period Inception through September 30, 2015 were $67,196. These expenses mainly consisted of stock- based compensation ($20,000), professional fees for legal services ($28,679) and other consulting costs fees and expenses to determine the efficacy of our software platform concept ($17,867).

Liquidity and Capital Resources

As of September 30, 2015, our principal source of liquidity is deposits from GX-Life Global (“GX-Life Global”), a wholly-owned subsidiary of Global Future City Holding, Inc. (“Global”), a public company trading under the symbol FTCY on the OTCQB marketplace. Going forward, funding is expected to be generated by issuances of GX-Coins to GX-Life Global and others along with any revenue generating opportunities that we can exploit. Our principal short- term and long-term liquidity needs have been, and are expected to be, funding operating losses until profitability is achieved and making expenditures for general corporate purposes.

Recently the Securities and Exchange Commission approved an S-1 Registration under which Global can begin selling up to 10.0 million of its shares at $3.50 per share. An important part of Global’s business plan is the use of GX-Coins in customer loyalty programs designed to maximize customer retention. As a result, we believe that, while there is no assurance that Global, through GX, will continue to subscribe and pay for GX-Coins, it is in their best interest to do so.

Cash Flows

Please see the Statement of Cash Flows in the accompanying financial statements.

Operating Activities

As of September 30, 2015, our cash used in operating activities consisted of our net loss plus prepaid expenses partially offset by stock-based compensation plus our accounts payable and accrued expenses.

Financing Activities

As of September 30, 2015, our cash generated from financing activities consisted of deposits received from GX, a related party, partially offset by our deferred financing costs paid.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets forth the names, ages and positions of our executive officers and directors as of November 10, 2015. All directors serve for a term set to expire at the next annual meeting of stockholders of the Company or until their successors are elected and qualified. All officers are appointed by our board of directors and their terms of officer are, except to the extent governed by an employment contract, at the discretion of our board of directors.

Name	Age	Position(s) and Office(s)	Approximate Hours per Week
Ning Liu	53	Current President, Chief Executive Officer and Chairman of the Board of Directors.	*
Michael R. Dunn	64	Current Chief Financial Officer, Secretary, Treasurer and Director	*

* The executive officers will devote up to 20% of available working hours to Company endeavors. This is only an estimate, subject to change as Company needs evolve.

Ning Liu, our current Chief Executive Officer, President and Chairman of the Board of Directors, was appointed to all positions with the Company on September 2, 2015. Mr. Liu, who is originally from Fuzhou, Fujian, China, is a businessman, investor and philanthropist. Mr. Liu is the founder and serves as the President of American International Cultural Exchange Foundation (AICEF) in Los Angeles, California. AICEF is a non-profit organization that promotes cultural interaction between China and the United States. AICEF has successfully hosted more than 100 large-scale theatrical performance and events, including Spirit of Chang An, Yulan-Love of the World, and The Terracotta Nutcracker. Mr. Liu has also served as President of a health products manufacturer with annual sales of over $80 million and as a senior manager of a trading company with annual sales over $300 million, both doing business in the United States and China. In addition, from 2005 to present, Mr. Liu has assisted Chinese domestic enterprises in the development of their business in the United States. Mr. Liu, who has a Master’s degree from Beijing University, has been active in founding, organizing and managing a number of foreign investment projects to China. He has served as a senior executive in five different public companies in the U.S., and three in Hong Kong. He has extensive experience in international trade, finance, venture capital, private placement and cultural activities.

Ning Liu, our current Chief Executive Officer, President and Chairman of the Board of Directors, was appointed to all positions with the Company on September 2, 2015. Mr. Liu also serves the same positions with GX-Life Global Inc. since September 2, 2015. Ning Liu was appointed as President, Chief Operating Officer and member of the Board of Directors of Global Future City Holding Inc. on April 17, 2015 and currently serves the positions of Chief Executive Officer, President and Chairman since August 17, 2015.

Mr. Liu, who is originally from Fuzhou, Fujian, China, is a businessman, investor and philanthropist. Mr. Liu is the founder and has served as the President of American International Cultural Exchange Foundation (AICEF) in Los Angeles, California since it was founded in 1989. AICEF is a non-profit organization that promotes cultural interaction between China and the United States. AICEF has successfully hosted more than 100 large-scale theatrical performance and events, including Spirit of Chang An, Yulan-Love of the World, and The Terracotta Nutcracker. Mr. Liu served as a senior manager of a trading company called Accord System Inc. from 1986 to 1992. Accord Success Group exported fertilizer, sugar and plastic material from U.S. to China and imported textiles from China to U.S. It had annual sales of over $300 million. Mr. Liu’s responsibilities included establishing and managing the goals and objectives of the company, developing operation, product sales and marketing plans, and supervising sales and distribution of the products. Mr. Liu also served as President of a health products manufacturer called Super Nu-Life Products Inc. from 1992 to 2005. Super Nu-Life Products manufactured vitamins, nutritional supplements and beauty products with annual sales of over $80 million. Mr. Liu’s duties at Super Nu-Life Products included the day-to-day operations of the business, developing strategic management initiatives and monitoring and tracking the progress of all areas of the business. From 2005 to present, Mr. Liu has assisted Chinese domestic enterprises in the development of their businesses in the United States. Mr. Liu has been active in founding, organizing and managing a number of foreign investment projects to China.

Mr. Liu has vast experience with public companies. He is currently serving as the Chief Executive Officer, President and Chairman of Global Future City Holding Inc. (OTCQB: FTCY). Mr. Liu previously has served as executive officers in two public companies in the United States which included: (1) Chief Operating Officer and Director of China Yongxin Pharmaceuticals Inc. (OTC: CYXN) (delisted since 2012) from 2007 to 2012; and (2) President, COO, Secretary and Director of China Growth Development, Inc. (OTC: CGDI) (delisted since 2010) from 2008 to 2010. Mr. Liu was the Finance Director of China Security & Surveillance Technology Inc. (NYSE: CSR) (delisted since 2011) from 2007 to 2011. Mr. Liu served as senior marketing executive of two other U.S. public companies including Synutra International Inc. (Nasdaq: SYUT) from 2008 to 2010 and LJ International Inc. (Nasdaq: JADE) (delisted in 2013) from 2002 to 2013. Mr. Liu was also the independent directors for three once public companies in Hong Kong including Hua Jian (Code 479), Guo Zhong (Code 279) and Fu Hua (Code 537). He has extensive experience in international trade, finance, venture capital, private placement and cultural activities.

Mr. Liu holds a Bachelor’s degree in Chinese Literature from Beijing University received in 1983 and a Master’s degree in Chinese Literature from Beijing University received in 1985.

Michael R. Dunn, our current Chief Financial Officer, Secretary, Treasurer and member of our Board of Directors, was appointed to all positions with the Company on September 2, 2015. Mr. Dunn also serves the same positions with GX-Life Global Inc. since September 2, 2015. Mr. Dunn serves as the current Chief Financial Officer, Chief Operating Officer, Secretary and Treasurer and member of the Board of Directors for Global Future City Holding Inc. since August 17, 2015, and previously served as Chief Executive Officer and Chairman of the Board of Directors from May 28, 2008 until April 17, 2015. Mr. Dunn was instrumental in restructuring Global Future City Holding, changed its marketing direction, obtained interim financing, and mitigated payables which resulted in an additional 3 million dollar balance sheet improvement after the closing of the stock purchase transaction with Sky Rover Holding Ltd.

From December 1995 through 2010, Mr. Dunn was the Chief Executive Officer of Bankers Integration Group, Inc., an e-commerce company serving the automotive finance and insurance industry. At Bankers Integration Group, Mr. Dunn was responsible for funding and designing the overall product lifecycle strategy for an e-Commerce platform in the automotive finance and insurance industry, including competitive analysis, cost-benefit analysis, managing strategic partner relationships and integrations, adoption of market strategies, in-field user analysis, and manage follow-on enhancements. During this time, Bankers Integration Group generated a $60 million auto portfolio and the paper was later sold to a subsidiary of General Motors. Mr. Dunn interfaced with the top CEOs of automotive companies, including Harold Poling, the former CEO and Chairman of Ford Motor Company, and Bob Eaton, the former Chairman and CEO of Daimler Chrysler. Mr. Dunn secured $22.2 million in equity financing for the Bankers Integration Group, plus an additional $20.8 million and $1.9 million in debt and lease financing, respectively. Bankers Integration Group filed for Chapter 11 bankruptcy protection in October of 2007, and Mr. Dunn acted as the Trustee and coordinated the sale of the assets. The case was closed on November 17, 2010. From 1990 to 1995, Mr. Dunn served as Chairman and Chief Executive Officer of Mountaineer Gaming, a gaming and entertainment company, where he coordinated the design and implementation of a $10 million renovation of the racetrack, and put into service over 700 new video lottery machines. The park had over 450 employees while Mr. Dunn was Chairman and CEO of the public company. During his time at Mountaineer Gaming, Mr. Dunn was instrumental in raising investor capital of approximately $17 million, plus an additional $17 million in construction loan and equipment lease financing. Mr. Dunn has vast experience as being the owner, manager, and director of various businesses, both large and small. Mr. Dunn attended La Crosse State University, Wisconsin, from 1971 to 1972 and has extensive training in business management and leadership.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

Set forth below is a summary of compensation for our principal executive officer and our two most highly compensated officers other than our principal executive officer (collectively, the “named executive officers”) for our last two fiscal years. There have been no annuity, pension or retirement benefits ever paid to our officers, directors or employees.

With the exception of reimbursement of expenses incurred by our named executive officers during the scope of their employment and unless expressly stated otherwise in a footnote below, none of the named executive officers received other compensation, perquisites and/or personal benefits in excess of $10,000.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Ning Liu	2015	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-
CEO, President, Chairman of the Board
Michael Dunn	2015	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-	$-0-
CFO, Secretary, Treasurer, Director

Employment Agreements

None.

Director Compensation

None.

Grants of Plan Based Awards

There were no grants of plan-based awards during our last fiscal year.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth certain information concerning our best estimate of the beneficial stock ownership of our common stock as of November 10, 2015. The information is presented with respect to: (i) each person who is known to us to beneficially own more than 5% of our common stock; (ii) each officer and director; and (iii) all directors and officers as a group; based upon 20,000,000 shares of outstanding Class A Common Stock and 5,000,000 shares of outstanding GX-Coin.

	Class A Common Stock		GX-Coin
Name and Address of Beneficial Owners(1)	Amount and Nature of Beneficial Ownership	Percent Ownership of Class (2)	Amount and Nature of Beneficial Ownership	Percent Ownership of Class
Ning Liu, President, CEO and Chairman of Board	10,000,000	50.0%	-0-	0.0%
Michael Dunn, CFO, Secretary, Treasurer and Director	10,000,000	50.0%	-0-	0.0%
All executive officers and directors as a group	20,000,000	100.0%	-0-	0.0%

*Less than 1%.

(1) c/o our address, 2 Park Plaza, Irvine, CA 9, Suite 230, Mission Viejo, CA 92614, unless otherwise noted.

(2) Except as otherwise indicated, we believe that the beneficial owners of common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

In connection with that certain Subscription Agreement with GX-Life Global whereby GX-Life Global is a selling securityholder under this offering circular, certain current executive officers and directors of Great Coin have varying degrees of affiliation with GX-Life Global and its parent company Global Future City Holding Inc. which may result in related party transactions. These affiliations are disclosed herein.

GX-Life Global Subscription

On October 21, 2015, Great Coin and GX-Life Global entered into that certain Subscription Agreement whereby GX-Life Global purchased 5,000,000 restricted GX-Coins for a per share price of $0.50 per GX-Coin from Great Coin for resale under this offering circular as a selling securityholder in exchange for an aggregate purchase price of $2,500,000.

Michael Dunn and Ning Liu are current officers, directors and shareholders in Global Future City Holding Inc. and management of GX-Life Global, Global Future City Holding Inc.’s wholly-owned subsidiary. Mr. Dunn and Mr. Liu are also officers, directors and shareholders in Great Coin.

The above transactions related to GX-Life Global and Great Coin and any future transactions by and among the parties mentioned above may qualify as related party transactions and will be disclosed accordingly.

SECURITIES BEING OFFERED

The following information describes our common stock and preferred stock, as well as certain provisions of our articles of incorporation and bylaws. This description is only a summary. You should also refer to our certificate of incorporation and bylaws, which have been filed with the SEC as exhibits to our Offering Statement, of which this offering circular forms a part.

General

Our authorized capital stock consists of 125,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of undesignated preferred stock, par value $0.001 per share. Our common stock is divided into two (2) classes: Class A Common Stock which has 50,000,000 authorized shares and has full voting rights and “GX-Coin” which is a form of Class B nonvoting common stock which has 75,000,000 authorized shares. Our board of directors may establish the rights and preferences of the preferred stock from time to time. As of November 10, 2015, there were 20,000,000 shares of Class A Common Stock issued and outstanding, 5,000,000 shares of GX-Coin issued and outstanding, and 0 shares of preferred stock outstanding. Our board of directors is authorized, without stockholder approval, to issue additional shares of our capital stock.

The following is a summary of the material provisions of the common stock and preferred stock provided for in our certificate of incorporation and bylaws:

Common Stock: The par value of both of the Class A Common Stock and the GX-Coin is $0.001 per share. Except as otherwise provide herein, all shares of Class A Common Stock and GX-Coin will be identical and will entitle the holders thereof to the same rights and privileges.

Voting Rights. The holders of Class A Common Stock shall have the general right to vote for all purposes, including the election of directors, as provided by law. Each holder of Class A Common Stock shall be entitled to one vote for each share thereof held. Except as otherwise required by law, the holders of GX-Coin shall have no voting rights.

Dividends and Distributions. Subject to the preferential and other dividend rights of any outstanding series of Preferred Stock, holders of Class A Common Stock and GX-Coin shall be entitled to such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. A dividend or other distribution may be declared or paid on any share of Class A Common Stock without a like dividend or other distribution simultaneously declared or paid, as the case may be, on each share of GX-Coin. All dividends and distributions on the Class A Common Stock and GX-Coin payable in Common Stock of the Corporation shall be made in shares of Class A Common Stock and GX-Coin, respectively.

Distribution of Assets. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of GX-Coin will be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders after all amounts to which the holders of any Preferred Stock or Class A Common Stock are entitled have been paid or set aside in cash for payment.

Preferred Stock: The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. The Preferred Stock shall have a par value of $0.001 per share.

For additional detail about our capital stock, please refer to our certificate of incorporation and bylaws.

To the extent we issue shares of our capital stock with voting rights as digital securities, the retail holder of these shares will be the record holder and may vote these digital securities directly in the same manner as other record holders of our securities. Traditional securities are typically held in “street name” by a broker-dealer that is a participant of DTC which is the record holder through its nominee Cede & Co. Holders of traditional securities may not show up to a stockholder meeting and vote their shares without first making special arrangements with the broker-dealer that owns the shares of record and holds the voting power associated with the shares.

Other than the differences described above, the rights of digital securities are expected to be identical to the rights of traditional securities.

Warrants and Stock Options

None.

Dividends

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board. We intend to retain earnings, if any, for use in its business operations and accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

FINANCIAL STATEMENTS

Report of Independent Registered Accounting Firm	F-1
Balance Sheet as of September 30, 2015	F-2
Statement of Operations from Inception to September 30, 2015	F-3
Statement of Shareholders’ Deficit from Inception to September 30, 2015	F-4
Statement of Cash Flows from Inception to September 30, 2015	F-5
Notes to Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Great Coin, Inc.

We have audited the accompanying balance sheet of Great Coin, Inc. (the “Company”) as of September 30, 2015, and the related statements of operations, shareholder’s deficit, and cash flows for the period from inception (September 1, 2015) through September 30, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as of September 30, 2015. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Great Coin, Inc. as of September 30, 2015, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered losses from operations, has significant working capital deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

dbbmckennon

Newport Beach, California

November 10, 2015

F-1

GREAT COIN, INC.

BALANCE SHEET

September 30, 2015

Assets:
Current assets:
Cash	$	100
Deferred financing costs (Note 1)		4,158
Prepaid expenses		5,046
Total current assets		9,304
Total assets	$	9,304

Liabilities and Shareholders’ Deficit:
Current liabilities:
Accounts payable and accrued expenses	$	22,565
Deposits from related party (see Note 1)		33,935
Total current liabilities		56,500
Total liabilities		56,500

Shareholders’ deficit (Note 3):
Preferred stock, $0.001 par value: 20,000,000 shares authorized, no shares issued and outstanding at September 30, 2015.		–
Common stock, Class A, $0.001 par value: 50,000,000 shares authorized, 20,000,000 shares issued and outstanding at September 30, 2015.		20,000
Common Stock, GX-Coin, $0.001 par value: 75,000,000 shares authorized, no shares issued and outstanding at September 30, 2015.		–
Accumulated deficit		(67,196	)
Total shareholders’ deficit		(47,196	)
Total liabilities and shareholders’ deficit	$	9,304

See accompanying Notes to Financial Statements.

F-2

GREAT COIN, INC.

STATEMENT OF OPERATIONS

From Inception to September 30, 2015

Net revenues	$	–
Cost of net revenues		–
Gross profit		–

Operating expenses:
Selling and marketing		–
General and administrative (including stock-based compensation of $20,000)		67,196
Total operating expenses		67,196
Operating loss		(67,196	)
Loss before income taxes		(67,196	)
Provision for income taxes		–
Net loss	$	(67,196	)

Basic net loss per common share	$	(0.00	)
Diluted net loss per common share	$	(0.00	)

Weighted average number of common shares used in basic and diluted per share calculations		20,000,000

See accompanying Notes to Financial Statements.

F-3

GREAT COIN, INC.

STATEMENT OF SHAREHOLDERS’ DEFICIT

From Inception to September 30, 2015

Preferred Stock

Common Stock,
Class A

Common Stock,
G-Coin

Additional Paid-In

Accumulated

Total Shareholders’

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Deficit

Balance – inception

–

Issuance of Founders’ shares

–

20,000,000

20,000

–

20,000

Net loss

–

(67,196

)

(67,196

)

Balance – September 30, 2015

–

20,000,000

20,000

–

(67,196

)

(47,196

)

See accompanying Notes to Financial Statements.

F-4

GREAT COIN, INC.

STATEMENT OF CASH FLOWS

From Inception to September 30, 2015

Cash flows from operating activities:
Net loss	$	(67,196	)
Adjustments to reconcile net loss to net cash used operating activities:
Stock-based compensation		20,000
Changes in operating assets and liabilities:
Prepaid expenses		(5,046	)
Accounts payable and accrued expenses		22,565
Net cash used in operating activities		(29,677	)

Cash flows from financing activities:
Cash paid for deferred financing costs		(4,158	)
Deposits from related party		33,935
Net cash generated from financing activities		29,777

Net increase in cash		100
Cash at inception		–
Cash at end of period	$	100

Supplemental disclosure for cash flow information:
Cash paid for interest	$	–
Cash paid for income taxes	$	–

See accompanying Notes to Financial Statements.

F-5

GREAT COIN, INC.

NOTES TO FINANCIAL STATEMENTS

Corporate History and Business

Corporate History

Great Coin, Inc. (the “Company”) was incorporated on September 1, 2015 in the State of Nevada. Under our Articles of Incorporation, we are authorized to issue 20,000,000 shares of Preferred Stock, 50,000,000 shares of Class A Common Stock, and 75,000,000 shares of GX-Coin Common Stock (“GX-Coins”). As of September 30, 2015, we have issued 20,000,000 Class A common shares, 10,000,000 to designees of our Chief Executive Officer and 10,000,000 to our Chief Financial Officer/Chief Operating Officer.

Business

Great Coin, Inc., is currently a technology development company focusing upon the deployment of innovative digital platforms to provide incentive and loyalty reward type programs across a number of vertical applications. The Company is a development stage company, with no revenues, in accordance with FASB ACCOUNTING STANDARDS UPDATE NO. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. Great Coin, Inc., is currently seeking funding through the sale of its common stock to fund the ongoing stages of developing its technology.

Our flagship product is the technological development of “GX-Coin” a digital security that functions as a tradable financial asset similar to common equity of other corporations.

Our business is initially focused on the registration and issuance of up to 20,000,000 GX-Coins. We plan to initially issue the GX-Coins to individuals and companies that will use them in connection with marketing and product loyalty programs. The acquirers of the GX-Coins may also, under certain circumstances, elect to sell them to other interested parties.

The technology underlying GX-Coin, its online trading platform and digital wallet are supported through advanced, proprietary blockchain applications being developed exclusively for the benefit of Great Coin, Inc. Management's plan in regard to the development of operations, upon adequate funding, is to continue payments to its development team 3Pillar Global as needed to assess, critique and fine-tune our digital wallets, distributed ledger and online trading platform. Work is also planned for mapping-out the site structure for anticipated increases in site traffic. Upon design and mapping we anticipate that additional developer(s) may be retained on a part-time or contract basis to support the launch of the system.

We believe when fully deployed GX-Coin will allow the establishment of proprietary electronic wallets, encrypted to assure tamper proof security, which will contain both cash deposits and GX-Coin account statements. It is through these wallets that participants can hold, buy and sell GX-Coin. Our technology will allow other companies to “white label” the digital security with their own chosen name. While we believe that GX-Coin may have a number of potential applications (including the possible elimination of existing trading protocols utilized on national exchanges and over-the-counter exchanges alike), our immediate emphasis is upon using the digital security as a form of reward points associated with any sales and marketing process. Our initial market is supporting the GX-Life Global multi-level marketing program (discussed below), but this is by no means the only intended or possible application of GX-Coin or our proprietary technology. We believe that our affiliation with GX-Life Global will allow a controlled, carefully monitored process to develop over time which can then be utilized as an example of the digital security technology. Great Coin intends for this proof of concept to allow it to market its blockchain technology services to other businesses so that they too can issue digital securities on the blockchain either via licensing deals to trade on new or existing trading platforms or via licensing and listing fees to use the Company’s online trading platform which will be established as an “ATS” regulated by the Securities Exchange Commission for alternative trading.

F-6

Plan of Operation

With respect to ongoing operations, once the GX-Coins have gained market acceptance, we plan to enter into joint marketing arrangements with holders of the GX-Coins for negotiated fees. In addition, we anticipate evaluating acquisition opportunities that will provide revenue and create additional shareholder value. We currently have no definitive plans as yet for these arrangements or acquisition opportunities.

On October 21, 2015, we entered into a Subscription Agreement with GX-Life Global, Inc. (“GX”), a wholly-owned subsidiary of Global Future City Holding, Inc. (“Global”) and a company with common officers and directors. Under the Subscription Agreement, GX-Life Global subscribed for and agreed to purchase 5,000,000 in GX-Coins at a price of $0.50 each for a total subscription price of $2,500,000. As of September 30, 2015, we had received advances from Global and one of its subsidiaries, on behalf of GX, totaling $33,935. Subsequent to September 30, 2015, these advances were used as partial payment for 700,000 GX-Coins. For further information, see Note 5.

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

Our financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The Company’s fiscal year-end is December 31^st.

Risks and Uncertainties

F-7

Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern. The Company requires capital to develop its software platform for GX-Coins and to fund its losses for the foreseeable future until it can generate revenues from operating activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Since inception, funding for the Company has been provided by deposits made on behalf of GX, a related party. In the future, funding is expected to be generated by payments received from the issuance of GX-Coins along with any revenue generating opportunities that we can exploit.

Use of Estimates

Revenue Recognition

As stated in Note 1 under Business and Plan of Operations, we currently have no revenue producing operations. At such time that we begin to generate revenue, we will record revenue in accordance with Accounting Standards Codification (“ASC”) 605, Revenue Recognition. Therefore the Company will recognize revenues when (a) persuasive evidence that an agreement exists; (b) the products or services have been delivered; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

Cash and Cash Equivalents

All highly liquid investments with original maturities of 90 or less are considered to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000 per institution that pays Federal Deposit Insurance Corporation (FDIC) insurance premiums. We have never experienced any losses related to these balances.

Deferred Financing Costs

The costs incurred in connection with the registration of our GX-Coins will be netted against the proceeds we expect to receive from the issuance of our GX-Coins.

Fair Value of Financial Instruments

The Company follows the guidance of ASC 820 – Fair Value Measurement and Disclosure. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company's financial instruments consisted primarily of (level 1) accounts payable, accrued expenses and deposits, and notes payable. The carrying amounts of the Company's financial instruments generally approximate their fair values due to the short term nature of these instruments.

As of September 30, 2015, we did not have any level 2 or 3 assets or liabilities.

F-8

Internal-Use Software

Issuance of GX-Coins

Our GX-Coins will be issued initially for $0.50 per coin with all proceeds accounted for as equity. No revenue will be recognized in connection with the issuance of the GX-Coins. In addition, in accordance with the SEC’s codification of Staff Accounting Bulletins, Topic 4, for any issuance of GX-Coins for which we have not received payment, we reflect such unpaid subscription receivable as a deduction from Shareholder’s Equity or Deficit and not as an asset.

Stock-Based Compensation

Income Taxes

We have not yet filed any income tax returns. We account for income taxes in accordance with ASC 740-10, Income Taxes. We recognize deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at currently effective tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the consolidated financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. Deferred tax assets consisting of net operating loss carryforwards were approximately $20,000 and fully reserved as we have no history of earnings.

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We classify interest and penalties as a component of interest and other expenses. To date, there have been no interest or penalties assessed or paid.

We measure and record uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

Net Loss Per Share

Basic loss per share is calculated by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted loss per share is computed using the weighted average number of common and dilutive common share equivalents outstanding during the period.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016.

Capital Stock

Preferred Stock

We are authorized to issue 20,000,000 shares of preferred stock with a par value of $0.001. The preferred stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock.

F-9

Common Stock

We are authorized to issue 50,000,000 shares of Class A common stock and 75,000,000 of GX-Coins, each with a par value of $0.001. The holders of Class A common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. GX-Coins are non-voting.

Subject to the preferential and other dividend rights of any outstanding series of preferred stock, holders of Class A common stock and GX-Coins stock shall be entitled to such dividends and other distributions in cash, stock or property of the Company as may be declared by the Board of Directors from time to time out of assets or funds of the Company legally available. A dividend or other distribution may be declared or paid on any share of Class A common stock without a like dividend or other distribution simultaneously declared or paid, as the case may be, on each share of GX-Coins. All dividends and distributions on the Class A common stock and the GX-Coins payable in common stock of the Company shall be made in shares of Class A common stock and GX-Coins, respectively.

3Pillar Global (“3Pillar”) Agreement

On September 1, 2015, we entered into a Master Services Agreement (“MSA”) with 3Pillar under which 3Pillar agreed to perform software development services as set forth in one or more Statements of Work (“SOW”) at pricing agreed to within each SOW. On September 24, 2015, we entered into SOW #1 under the MSA in which it was agreed that 3Pillar would conduct an assessment to determine the level of effort, team size, and project timeline for a to-be-developed EGoldCoin Platform (the “Platform”) for the transacting of business using our GX-Coins. The consideration for SOW #1 was $7,000 plus travel expenses. We paid 3Pillar a retainer of $15,000 which has been recorded as a prepaid expense in the accompanying balance sheet, as the services were to be performed in October 2015. On October 19, 2015, we entered into SOW #2 under which 3Pillar agreed to develop the Platform using blockchain and digital wallets to create and manage the distribution of our GX-Coins. The cost of these services is estimated to total $310,000, of which $138,000 was paid to 3Pillar in October 2015.

Subsequent Events

GX-Life Global Subscription Agreement

As stated in Note 1, on October 21, 2015, GX-Life Global subscribed for and agreed to purchase from us 5,000,000 GX-Coins for a total subscription price of $2.5 million. GX-Life Global is a wholly-owned subsidiary of Global Future City Holding, Inc. (“Global”), a public company trading under the symbol FTCY on the OTCQB marketplace. We share common management with both GX-Life Global and Global and one of the largest shareholders of Global is one of our founders.

Recently the Securities and Exchange Commission approved an S-1 Registration under which Global can begin selling up to 10.0 million of its shares at $3.50 per share. An important part of Global’s business plan is the use of GX-Coins in customer loyalty programs designed to maximize customer retention. As a result, we believe that, while there is no assurance that Global, through GX-Life Global, will continue to subscribe and pay for GX-Coins, it is in their best interest to do so.

F-10

Part III. EXHIBITS

ITEM 16. Exhibit Index


2.1	Articles of Incorporation, as amended
2.2	Bylaws
3.1	Subscription Agreement and Note by and between Great Coin, Inc. and GX-Life Global, Inc., dated October 21, 2015.
3.2	Subscription Promissory Note by and between Great Coin, Inc. and GX-Life Global, Inc., dated October 21, 2015
6.1	Master Service Agreement by and between Great Coin, Inc. and 3Pillar Global, Inc., dated September 1, 2015
11.1	Consent of dbbmckennon
12.1	Opinion of Horwitz + Armstrong, LLP

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of California on December 31, 2015.

	GREAT COIN, INC.

		/s/ Ning Liu
		By: Ning Liu Its: Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)


		/s/ Michael Dunn
		By: Michael Dunn
		Its: Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)

EX1A-2A CHARTER 3 coin_ex0201.htm ARTICLES OF INCORPORATION

Exhibit 2.1

BARBARA K. CEGAVSKE

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684-5706

	Filed in the office of	Document Number 20150391950-95
Articles of Incorporation	/s/ Barbara K. Cegavske	Filing Date and Time
(PURSUANT TO NRS CHAPTER 78)	Barbara K. Cegavske	09/01/2015 8:00 AM
	Secretary of State	Entity Number
	State of Nevada	E0418542015-9

1. Name of Corporation: Great Coin, Inc.

2. Registered Agent for Service of Process:

Commercial Registered Agent: Incorp Services, Inc.

3. Authorized Stock:

Number of shares with par value: 120,000,000

Par value per share: $0.001

4. Names and Addresses of the Board of Directors/Trustees:

1) Michael Dunn

26381 Crown Valley Parkway, Suite 230

Mission Viejo, CA 92691

2) Ning Liu

26381 Crown Valley Parkway, Suite 230

Mission Viejo, CA 92691

5. Purpose:

The purpose of the corporation shall be:

6. Benefit Corporation:

7. Name, Address and Signature of Incorporator:

Christopher L. Tinen, Esq. /s/ Christopher L. Tinen

26475 Rancho Parkway South, Lake Forest, CA 92630

7. Certificate of Acceptance of Appointment of Registered Agent

I hereby accept appointment as Registered Agent for the above Entity:


Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity		Date

EXHIBIT A

ARTICLES OF INCORPORATION

GREAT COIN, INC.

ARTICLE 1.

Company Name

The name of this corporation is Great Coin, Inc. (hereinafter, the "Corporation").

ARTICLE 2.

Initial Agent for Service of Process

The name and address in the State of Nevada of this Corporation's initial agent for service of process is:

InCorp Services, Inc,

2360 Corporate Circle, Suite 400

Henderson, NV 89074-7739

ARTICLE 3.

Capital Stock

Designation of Capital Stock. The Corporation is authorized to issue two classes of common stock designated respectively "Class A Common Stock" and "G-Coin" and undesignated preferred stock. Class A Common Stock and G-Coin are sometimes hereinafter collectively referred to as "Common Stock."

Number of Authorized Shares. The total number of shares of Class A Common Stock authorized to be issued is fifty million (50,000,000). The total number of shares of G-Coin authorized to be issued is fifty million (50,000,000). The total number of shares of Preferred Stock authorized to be issued is twenty million (20,000,000).

Common Stock. The par value of both of the Class A Common Stock and the G-Coin is $0.001 per share. Except as otherwise provide herein, all shares of Class A Common Stock and G-Coin will be identical and will entitle the holders thereof to the same rights and privileges.

Voting Rights. The holders of Class A Common Stock shall have the general right to vote for all purposes, including the election of directors, as provided by law. Each holder of Class A Common Stock shall be entitled to one vote for each share thereof held. Except as otherwise required by law, the holders of G-Coin shall have no voting rights.

Dividends and Distributions. Subject to the preferential and other dividend rights of any outstanding series of Preferred Stock, holders of Class A Common Stock and G-Coin shall be entitled to such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. A dividend or other distribution may be declared or paid on any share of Class A Common Stock without a like dividend or other distribution simultaneously declared or paid, as the case may be, on each share of G-Coin. All dividends and distributions on the Class A Common Stock and G-Coin payable in Common Stock of the Corporation shall be made in shares of Class A Common Stock and G-Coin, respectively.

Distribution of Assets. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of G-Coin will be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders after all amounts to which the holders of any Preferred Stock or Class A Common Stock are entitled have been paid or set aside in cash for payment.

Preferred Stock. The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. The Preferred Stock shall have a par value of $0.001 per share.

ARTICLE 4.

Board of Directors

The governing body of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of the Corporation. The names and addresses of the first Board of Directors, which shall consist of two (2) directors, is as follows:

Michael Dunn,

Ning Liu

26381 Crown Valley Parkway,

Suite 230

Mission Viejo, CA 92691

ARTICLE 5.

Purpose

The purpose for which this Corporation is organized shall be to engage in any lawful act or activity for which a corporation may be incorporated pursuant to the provisions of Title 7, Chapter 78 of the Nevada Revised Statutes.

ARTICLE 6.

Incorporator

The name and address of the incorporator signing the Articles of Incorporation is as follows:

Christopher L. Tinen, Esq.

Horwitz + Armstrong, LLP

26475 Rancho Parkway South

Lake Forest, CA 92630

ARTICLE 7.

Liability of Directors and Indemnification of Officers, Directors and Agents

The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under Nevada law.

The Corporation is authorized to provide indemnification of agents (as defined in section 78.7502 of the Nevada Revised Statutes) through insurance, bylaw provisions, agreements with agents or otherwise, to the fullest extent permissible under Nevada law.

Any amendment, repeal or modification of any provisions of this Article shall not adversely affect any right of protection of an agent of this Corporation existing at the time of such amendment.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this day of September, 2015.

/s/ Christopher L. Tinen

Christopher L. Tinen, Esq.

BARBARA K. CEGAVSKE

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684-5706

Website: www.nvsos.gov

	Filed in the office of	Document Number 20150466593-51
Certificate of Amendment	/s/ Barbara K. Cegavske	Filing Date and Time
(PURSUANT TO NRS 78.385 and 78.390)	Barbara K. Cegavske	10/22/2015 3:49 PM
	Secretary of State	Entity Number
	State of Nevada	E0418542015-9

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.380 - Before Issuance of Stock)

1. Name of Corporation:

Great Coin, Inc.

2. The articles have been amended as follows:

3. Authorized Stock: Number of shares with par value: 145,000,000. Par value per share is $0.001.

Article 3.B. Number of Authorized Shares. The total number of shares of Class A Common Stock authorized to be issued is fifty million (50,000,000). The total number of shares of G-Coin authorized to be issued is seventy five million (75,000,000). The total number of Preferred Stock authorized to be issued is twenty million (20,000,000).

3. The undersigned declare that they constitute at least two-thirds of the following:

[_] Incorporators [X] board of directors

4. Effective date and time of filing: Date: Time:

5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

6. Signature:

/s/ signature		/s/ signature
Authorized Signature		Authorized Signature

BARBARA K. CEGAVSKE

Secretary of State

204 North Carson Street, Suite 4

Carson City, Nevada 89701-4520

(775) 684-5706

Website: www.nvsos.gov

	Filed in the office of	Document Number 20150537731-44
Certificate of Amendment	/s/ Barbara K. Cegavske	Filing Date and Time
(PURSUANT TO NRS 78.385 and 78.390)	Barbara K. Cegavske	12/09/2015 9:44 AM
	Secretary of State	Entity Number
	State of Nevada	E0418542015-9

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of Corporation: Great Coin, Inc.

2. The articles have been amended as follows:

Article 3 - see amended and restated articles attached

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: unanimous

4. Effective date and time of filing: Date: Time:

5. The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued.

6. Signature:

/s/ signature		/s/ signature
Authorized Signature		Authorized Signature

EXHIBIT A

AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

GREAT COIN, INC.

ARTICLE 1.

Company Name

The name of this corporation is Great Coin, Inc. (hereinafter, the “Corporation”).

ARTICLE 2.

Initial Agent for Service of Process

The name and address in the State of Nevada of this Corporation’s initial agent for service of

process is:

InCorp Services, Inc.

2360 Corporate Circle, Suite 400

Henderson, NV 89074-7739

ARTICLE 3.

Capital Stock

A. Designation of Capital Stock. The Corporation is authorized to issue two classes of common stock designated respectively “Class A Common Stock” and “GX-Coin” and undesignated preferred stock. Class A Common Stock and GX-Coin are sometimes hereinafter collectively referred to as “Common Stock.”

B. Number of Authorized Shares. The total number of shares of Class A Common Stock authorized to be issued is fifty million (50,000,000). The total number of shares of GX-Coin authorized to be issued is seventy five million (75,000,000). The total number of shares of Preferred Stock authorized to be issued is twenty million (20,000,000).

C. Common Stock. The par value of both of the Class A Common Stock and the GX-Coin is $0.001 per share. Except as otherwise provide herein, all shares of Class A Common Stock and GX-Coin will be identical and will entitle the holders thereof to the same rights and privileges.

1. Voting Rights. The holders of Class A Common Stock shall have the general right to vote for all purposes, including the election of directors, as provided by law. Each holder of Class A Common Stock shall be entitled to one vote for each share thereof held. Except as otherwise required by law, the holders of GX-Coin shall have no voting rights.

2. Dividends and Distributions. Subject to the preferential and other dividend rights of any outstanding series of Preferred Stock, holders of Class A Common Stock and GX-Coin shall be entitled to such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. A dividend or other distribution may be declared or paid on any share of Class A Common Stock without a like dividend or other distribution simultaneously declared or paid, as the case may be, on each share of GX-Coin. All dividends and distributions on the Class A Common Stock and GX-Coin payable in Common Stock of the Corporation shall be made in shares of Class A Common Stock and GX-Coin, respectively.

3. Distribution of Assets. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of GX-Coin will be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders after all amounts to which the holders of any Preferred Stock or Class A Common Stock are entitled have been paid or set aside in cash for payment.

D. Preferred Stock The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. The Preferred Stock shall have a par value of $0.001 per share.

ARTICLE 4.

Board of Directors

Michael Dunn,

Ning Liu

26381 Crown Valley Parkway, Suite 230

Mission Viejo, CA 92691

ARTICLE 5.

Purpose

ARTICLE 6.

Incorporator

The name and address of the incorporator signing the Articles of Incorporation is as follows:

Christopher L. Tinen, Esq. Horwitz +

Armstrong, LLP

26475 Rancho Parkway South

Lake Forest, CA 92630

ARTICLE 7.

Liability of Directors and Indemnification of Officers, Directors and Agents

A. The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under Nevada law.

B. The Corporation is authorized to provide indemnification of agents (as defined in section 78.7502 of the Nevada Revised Statutes) through insurance, bylaw provisions, agreements with agents or otherwise, to the fullest extent permissible under Nevada law.

C. Any amendment, repeal or modification of any provisions of this Article shall not adversely affect any right of protection of an agent of this Corporation existing at the time of such amendment.

IN WITNESS WHEREOF, the undersigned corporation has caused these Amended and Restated Articles of Incorporation to be signed by its duly authorized officer this 3^rd day of December, 2015.

	/s/ Michael Dunn
	Michael Dunn
	Chief Financial Officer

EX1A-2B BYLAWS 4 coin_ex0202.htm BYLAWS

Exhibit 2.2

BYLAWS

Great Coin, Inc.

a Nevada corporation

TABLE OF CONTENTS

		Page
ARTICLE I	OFFICES	1
Section 1.	Principal Office	1
Section 2.	Other Offices	1
ARTICLE II	DIRECTORS - MANAGEMENT	1
Section 1.	Powers, Standard of Care	1
1.1	Powers	1
1.2	Standard of Care; Liability	1
Section 2.	Number and Qualification of Directors	2
Section 3.	Election and Term of Office of Directors	2
Section 4.	Vacancies	2
Section 5.	Removal of Directors	3
Section 6.	Place of Meetings	3
Section 7.	Annual Meetings	4
Section 8.	Other Regular Meetings	4
Section 9.	Special Meetings/Notices	4
Section 10.	Waiver of Notice	5
Section 11.	Quorums	5
Section 12.	Adjournment	5
Section 13.	Notice of Adjournment	5
Section 14.	Sole Director Provided by Articles or Bylaws	5
Section 15.	Directors Action by Unanimous Written Consent	5
Section 16.	Compensation of Directors	6
Section 17.	Committees	6
Section 18.	Meetings and Action of Committees	6
Section 19.	Advisors	6
ARTICLE III	OFFICERS	6
Section 1.	Officers	6
Section 2.	Election of Officers	7
Section 3.	Subordinate Officers, Etc	7
Section 4.	Removal and Resignation of Officers	7
Section 5.	Vacancies	7
Section 6.	Chairman of the Board	7
Section 7.	President	7
Section 8.	Vice President	8
Section 9.	Secretary	8
Section 10.	Treasurer	8

ARTICLE IV	SHAREHOLDERS' MEETINGS	9
Section 1.	Place of Meetings	9
Section 2.	Annual Meeting	9
Section 3.	Special Meetings	9
Section 4.	Notice of Meetings - Reports	10
Section 5.	Quorum	10
Section 6.	Adjourned Meeting and Notice Thereof	11
Section 7.	Waiver or Consent by Absent Shareholders	11
Section 8.	Maintenance and Inspection of Bylaws	12
Section 9.	Annual Report to Shareholders	12
Section 10.	Financial Statements	12
Section 11.	Annual Statement of General Information	13
ARTICLE V	AMENDMENTS TO BYLAWS	13
Section 1.	Amendment by Shareholders	13
Section 2.	Amendment by Directors	13
Section 3.	Record of Amendments	14
ARTICLE VI	SHARES OF STOCK	14
Section 1.	Certificate of Stock	14
Section 2.	Lost or Destroyed Certificates	14
Section 3.	Transfer of Shares	15
Section 4.	Record Date	15
ARTICLE VII	DIVIDENDS	15
ARTICLE VIII	FISCAL YEAR	15
ARTICLE IX	CORPORATE SEAL	16
ARTICLE X	INDEMNITY	16
ARTICLE XI	MISCELLANEOUS	17
Section 1.	Shareholders' Agreements	17
Section 2.	Effect of Shareholders' Agreements	17
Section 3.	Subsidiary Corporations	17

iii

BYLAWS

Great Coin, Inc.

a Nevada corporation

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office for the transaction of business of the Corporation is hereby fixed and located at 26381 Crown Valley Parkway, Ste 230 Mission Viejo CA 92691. The location may be changed by approval of a majority of the authorized directors, and additional offices may be established and maintained at such other place or places, either within or outside of Nevada, as the Board of Directors may from time to time designate.

Section 2. Other Offices. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE II

DIRECTORS - MANAGEMENT

Section 1. Powers, Standard of Care.

1.1 Powers: Subject to the provisions of the Nevada Revised Statutes (hereinafter the "Code"), and subject to any limitations in the Articles of Incorporation of the Corporation relating to action required to be approved by the Shareholders, as that term is defined in the Code, or by the outstanding shares, as that term is defined in the Code, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other persons, provided that the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, under the ultimate direction of the Board.

1.2 Standard of Care; Liability:

1.2.1 Each Director shall exercise such powers and otherwise perform such duties, in good faith, in the matters such Director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, using ordinary prudence, as a person in a like position would use under similar circumstances.

1.2.2 In performing the duties of a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in which case prepared or presented by:

(1) One or more officers or employees of the Corporation whom the Director believes to be reliable and competent in the matters presented,

(2) Counsel, independent accountants or other persons as to which the Director believes to be within such person's professional or expert competence, or

(3) A Committee of the Board upon which the Director does not serve, as to matters within its designated authority, which committee the Director believes to merit confidence, so long as in any such case the Director acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 2. Number and Qualification of Directors. The authorized number of Directors of the Corporation shall be not less than one (1) nor more than five (5) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this Section 2 of Article II of these Bylaws or, without amendment of these Bylaws, the number of directors may be fixed or changed by resolution adopted by the vote of the majority of directors in office or by the vote of holders of shares representing a majority of the voting power at any annual meeting, or any special meeting called for such purpose; but no reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term.

Section 3. Election and Term of Office of Directors.

3.1 Directors shall be elected at each annual meeting of the Shareholders to hold office until the next annual meeting. If any such annual meeting of Shareholders is not held or the Directors are not elected thereat, the Directors may be elected at any special meeting of Shareholders held for that purpose. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

3.2 Except as may otherwise be provided herein, or in the Articles of Incorporation by way of cumulative voting rights, the members of the Board of Directors of this Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares of stock present in person or by proxy, entitled to vote in the election.

Section 4. Vacancies.

4.1 A vacancy or vacancies on the Board of Directors shall be deemed to exist in the event of the death, resignation or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at the meeting.

4.2 Vacancies on the Board of Directors, except for a vacancy created by the removal of a Director, may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified. A vacancy in the Board of Directors created by the removal of a Director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares.

4.3 The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.

4.4 Any Director may resign, effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. When one or more directors give notice of his or her or their resignation from the Board of Directors, effective at a future date, the Board may fill the vacancy or vacancies to take effect when the resignation or resignations become effective, each Director so appointed to hold office during the remainder of the term of office of the resigning Director(s).”

4.5 No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.

Section 5. Removal of Directors.

5.1 The entire Board of Directors, or any individual Director, may be removed from office as provided by Section 78.335 of the Code at any special meeting of stockholders called for such purpose by vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed, subject to the provisions of Section 5.2.

5.2 No Director may be removed (unless the entire Board is removed) when the votes cast against removal or not consenting in writing to such removal would be sufficient to elect such Director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote, were voted) and the entire number of Directors authorized at the time of the Directors most recent election were then being elected; and when by the provisions of the Articles of Incorporation the holders of the shares of any class or series voting as a class or series are entitled to elect one or more Directors, any Director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

Section 6. Place of Meetings. Regular meetings of the Board of Directors shall be held at any place within or outside the state that has been designated from time to time by resolution of the Board. In the absence of such resolution, regular meetings shall be held at the principal executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or there is no notice, at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can hear one another, and all such Directors shall be deemed to have been present in person at such meeting.

Section 7. Annual Meetings. Immediately following each annual meeting of Shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, the election of officers and the transaction of other business. Notice of this meeting shall not be required. Minutes of any meeting of the Board, or any committee thereof, shall be maintained as required by the Code by the Secretary or other officer designated for that purpose.

Section 8. Other Regular Meetings.

8.1 Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the time and place of such meetings has been fixed by the Board of Directors, and further provided the notice of any change in the time of such meeting shall be given to all the Directors. Notice of a change in the determination of the time shall be given to each Director in the same manner as notice for such special meetings of the Board of Directors.

8.2 If said day falls upon a holiday, such meetings shall be held on the next succeeding day thereafter.

Section 9. Special Meetings/Notices.

9.1 Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board or the President or any Vice President or the Secretary or any two Directors.

9.2 Notice of the time and place for special meetings shall be delivered personally or by telephone to each Director or sent by first class mail or telegram, charges prepaid, addressed to each Director at his or her address as it is shown in the records of the Corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four days prior to the time of holding the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or be telephone or to the telegram company at least 48 hours prior to the time of the holding of the meeting. Any oral notice given personally or by telephone may be communicated to either the Director or to a person at the office of the Director who the person giving the notice has reason to believe will promptly communicate same to the Director. The notice need not specify the purpose of the meeting, nor the place, if the meeting is to be held at the principal executive office of the Corporation.

Section 10. Waiver of Notice.

10.1 The transactions of any meeting of the Board of Directors, however called, noticed, or wherever held, shall be as valid as though had at a meeting duly held after the regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. Waivers of notice or consent need not specify the purposes of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made part of the minutes of the meeting.

10.2 Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director.

Section 11. Quorums. Presence of a majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 12 of this Article II. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting as permitted by the preceding sentence constitutes presence in person at such meeting. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum was present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 12. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 13. Notice of Adjournment. Notice of the time and place of the holding of an adjourned meeting need not be given, unless the meeting is adjourned for more than 24 hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.

Section 14. Sole Director Provided by Articles or Bylaws. In the event only one Director is required by the Bylaws or the Articles of Incorporation, then any reference herein to notices, waivers, consents, meetings or other actions by a majority or quorum of the Board of Directors shall be deemed or referred as such notice, waiver, etc., by the sole Director, who shall have all rights and duties and shall be entitled to exercise all of the powers and shall assume all the responsibilities otherwise herein described, as given to the Board of Directors.

Section 15. Directors Action by Unanimous Written Consent. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board of Directors. Such consent shall be filed with the regular minutes of the Board of Directors.

Section 16. Compensation of Directors. Directors, and members as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors, a fixed sum and/or expenses, if any, may be allowed for their attendance at each regular and special meeting of the Board of Directors or for their services contributed to the Board of Directors; provided, however, that nothing contained herein shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, employee or otherwise receiving compensation for such services.

Section 17. Committees. Committees of the Board of Directors may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two or more members of the Board of Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent member at any meeting of the committee. Committees shall have such powers as those held by the Board of Directors as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by the Code.

Section 18. Meetings and Action of Committees. Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article II, Sections 6, 8, 9, 10, 11, 12, 13 and 15, with such changes in the context of those Sections as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time of the regular meetings of the committees may be determined by resolution of the Board of Directors as well as the committee, and special meetings of committees may also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

Section 19. Advisors. The Board of Directors from time to time may request and/or hire for a fee one or more persons to be Advisors to the Board of Directors, but such persons shall not by such appointment be members of the Board of Directors. Advisors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation, and to furnish consultation to the Board of Directors. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board of Directors.

ARTICLE III

OFFICERS

Section 1. Officers. The principal officers of the Corporation shall be a President, a Chief Operations Officer, a Secretary, and a Treasurer who may also be called Chief Financial Officer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article III. Any number of offices may be held by the same person.

Section 2. Election of Officers. The principal officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold office until his successor shall be duly elected and qualified, or until his death, resignation, or removal in the manner hereinafter provided.

Section 3. Subordinate Officers, Etc. The Board of Directors may appoint such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

Section 4. Removal and Resignation of Officers.

4.1 Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by a majority of the Directors at that time in office, at any regular or special meeting of the Board of Directors, or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

4.2 Any officer may resign at any time by giving written notice to the Board of Directors. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to that office.

Section 6. Chairman of the Board.

6.1 The Chairman of the Board, if such an officer be elected, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may, from time to time, be assigned by the Board of Directors or prescribed by the Bylaws. If there is no President, the Chairman of the Board shall, in addition, be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article III.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there is such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the Shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall have the general powers and duties of management usually vested in the office of President of a corporation, shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

Section 8. Vice President. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors or the Bylaws, the President, or the Chairman of the Board.

Section 9. Secretary.

9.1 The Secretary shall keep, or cause to be kept, a book of minutes of all meetings of the Board of Directors and Shareholders at the principal office of the Corporation or such other place as the Board of Directors may order. The minutes shall include the time and place of holding the meeting, whether regular or special, and if a special meeting, how authorized, the notice thereof given, and the names of those present at Directors' and committee meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof.

9.2 The Secretary shall keep, or cause to be kept, at the principal office of the Corporation or at the office of the Corporation's transfer agent, a share register, or duplicate share register, showing the names of the Shareholders and their addresses; the number and classes or shares held by each; the number and date of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.

9.3 The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the Bylaws or by law to be given. The Secretary shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

Section 10. Treasurer.

10.1 The Treasurer shall keep and maintain, or cause to be kept and maintained, in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares issued. The books of account shall, at all reasonable times, be open to inspection by any Director.

10.2 The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of the transactions of the Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

ARTICLE IV

SHAREHOLDERS' MEETINGS

Section 1. Place of Meetings. Meetings of the Shareholders shall be held at any place within or outside the state of Nevada designated by the Board of Directors. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive office of the Corporation.

Section 2. Annual Meeting.

2.1 The annual meeting of the Shareholders shall be held, each year, as follows:

	Time of Meeting:	10:00 A.M.
	Date of Meeting:	May 1

2.2 If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same time. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the Corporation and transact such other business as may be properly brought before the meeting.

2.3 If the above date is inconvenient, the annual meeting of Shareholders shall be held each year on a date and at a time designated by the Board of Directors within a reasonable date of the above date upon proper notice to all Shareholders.

Section 3. Special Meetings.

3.1 Special meetings of the Shareholders for any purpose or purposes whatsoever, may be called at any time by the Board of Directors, the Chairman of the Board, the President, or by one or more Shareholders holding shares in the aggregate entitled to cast not less than 50% of the votes at any such meeting.

3.2 If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board, the President, any Vice President or the Secretary of the Corporation. The officer receiving such request shall forthwith cause notice to be given to the Shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice in the manner provided in these Bylaws or upon application to the Superior Court. Nothing contained in this paragraph of this Section shall be construed as limiting, fixing or affecting the time when a meeting of Shareholders called by action of the Board of Directors may be held.

Section 4. Notice of Meetings - Reports.

4.1 Notice of any Shareholders meetings, annual or special, shall be given in writing not less than 10 days nor more than 60 days before the date of the meeting to Shareholders entitled to vote thereat by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of said Secretary or Assistant Secretary's neglect or refusal, by any Director or Stockholder.

4.2 Such notices or any reports shall be given personally or by mail or other means of written communication as provided in the Code and shall be sent to the Stockholder's address appearing on the books of the Corporation, or supplied by the Stockholder to the Corporation for the purpose of notice, and in the absence thereof, as provided in the Code by posting notice at a place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located.

4.3 Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (i) in case of a special meeting, the general nature of the business to be transacted and that no other business may be transacted, or (ii) in the case of an annual meeting, those matters which the Board of Directors, at the date of mailing of notice, intends to present for action by the Shareholders. At any meetings where Directors are elected, notice shall include the names of the nominees, if any, intended at the date of notice to be presented for election.

4.4 Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The officer giving such notice or report shall prepare and file in the minute book of the Corporation an affidavit or declaration thereof.

4.5 If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a Director has a direct or indirect financial interest, pursuant to Section 78.140 of the Code, (ii) an amendment to the Articles of Incorporation, pursuant to Section 78.390 of the Code, (iii) a reorganization of the Corporation, (iv) dissolution of the Corporation, pursuant to Section 783.580 of the Code, or (v) a distribution to preferred Shareholders, pursuant to Section 78.426 of the Code, the notice shall also state the general nature of such proposal.

Section 5. Quorum.

5.1 The holders of a majority of the shares entitled to vote at a Shareholders' meeting, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by the Code or by these Bylaws.

5.2 The Shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by a majority of the shares required to constitute a quorum.

Section 6. Adjourned Meeting and Notice Thereof.

6.1 Any Shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting.

6.2 When any meeting of Shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken, unless a new record date for the adjourned meeting is fixed, or unless the adjournment is for more than 45 days from the date set for the original meeting, in which case the Board of Directors shall set a new record date. Notice of any adjourned meeting shall be given to each Stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Section 4 of this Article. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.

Section 7. Waiver or Consent by Absent Shareholders.

7.1 The transactions of any meeting of Shareholders, either annual or special, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval of the minutes thereof.

7.2 The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of Shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in Section E of Section 4 of this Article, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

7.3 Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice. A Shareholder or Shareholders of the Corporation holding at least 5% in the aggregate of the outstanding voting shares of the Corporation may (i) inspect, and copy the records of Shareholders' names and addresses and shareholdings during usual business hours upon five days prior written demand upon the Corporation, and/or (ii) obtain from the transfer agent by paying such transfer agent's usual charges for such a list, a list of the Shareholders' names and addresses who are entitled to vote for the election of Directors, and their shareholdings, as of the most recent record date for which such list has been compiled or as of a date specified by the Shareholders subsequent to the day of demand. Such list shall be made available by the transfer agent on or before the later of five days after the demand is received or the date specified therein as the date as of which the list is to be compiled. The record of Shareholders shall also be open to inspection upon the written demand of any Shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to such holder's interest as a Shareholder or as a holder of a voting trust certificate. Any inspection and copying under this Section may be made in person or by an agent or attorney of such Shareholder or holder of a voting trust certificate making such demand.

Section 8. Maintenance and Inspection of Bylaws. The Corporation shall keep at its principal executive office, or if not in this state, at its principal business office in this state, the original or a copy of the Bylaws amended to date, which shall be open to inspection by the Shareholders at all reasonable times during office hours. If the principal executive office of the Corporation is outside the state and the Corporation has no principal business office in this state, the Secretary shall, upon written request of any Shareholder, furnish to such Shareholder a copy of the Bylaws as amended to date.

Section 9. Annual Report to Shareholders.

9.1 Provided the Corporation has 100 Shareholders or less, the Annual Report to Shareholders referred to in Section 1501 of the General Corporation Law is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other period reports to Shareholders of the Corporation as they deem appropriate.

9.2 Should the Corporation have 100 or more Shareholders, an Annual Report to Shareholders must be furnished not later than 120 days after the end of each fiscal period. The Annual Report to Shareholders shall be sent at least 15 days before the annual meeting of the Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of Article V of these Bylaws for giving notice to Shareholders of the Corporation. The Annual Report to Shareholders shall contain a Balance Sheet as of the end of the fiscal year and an Income Statement and Statement of Changes in Financial Position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.

Section 10. Financial Statements.

10.1 A copy of any annual financial statement and any Income Statement of the Corporation for each quarterly period of each fiscal year, and any accompanying Balance Sheet of the Corporation as of the end of each such period, that has been prepared by the Corporation shall be kept on file at the principal executive office of the Corporation for 12 months from the date of its execution, and each such statement shall be exhibited at all reasonable times to any Shareholder demanding an examination of such statement or a copy shall be made for any such Shareholder.

10.2 If a Shareholder or Shareholders holding at least 5% of the outstanding shares of any class of stock of the Corporation make a written request to the Corporation for an Income Statement of the Corporation for the three month, six month or nine month period of the then current fiscal year ended more than 30 days prior to the date of the request, and a Balance Sheet of the Corporation at the end of such period, the Chief Financial Officer shall cause such statement to be prepared, if not already prepared, and shall deliver personally or mail such statement or statements to the person making the request within 30 days after the receipt of such request. If the Corporation has not sent to the Shareholders its Annual Report for the last fiscal year, this report shall likewise be delivered or mailed to such Shareholder or Shareholders within 30 days after such request.

10.3 The Corporation also shall, upon the written request of any Shareholder, mail to the Shareholder a copy of the last annual, semi-annual or quarterly Income Statement which it has prepared and a Balance Sheet as of the end of such period. This quarterly Income Statement and Balance Sheet referred to in this Section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the Corporation or the certificate of authorized officer of the Corporation such that financial statements were prepared without audit from the books and records of the Corporation.

Section 11. Annual Statement of General Information. The Corporation shall, in a timely manner, in each year, file with the Secretary of State of Nevada, on the prescribed form, the statement setting forth the authorized number of Directors, the names and complete business or residence addresses of all incumbent Directors, the names and complete business or residence addresses of the Chief Executive Officer, Secretary and Chief Financial Officer, the street address of its principal executive office or principal business office in this state and the general type of business constituting the principal business activity of the Corporation, together with a designation of the agent of the Corporation for the purpose of the service of process, all in compliance with the Code.

ARTICLE V

AMENDMENTS TO BYLAWS

Section 1. Amendment by Shareholders. All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Section 2. Amendment by Directors. The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation, provided, however, that the shareholders entitled to vote with respect thereto as in this Article V above-provided may alter, amend or repeal Bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors or to change any provisions of the Bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted, amended or repealed, together with a concise statement of the changes made.

Section 3. Record of Amendments. Whenever an amendment or new Bylaw is adopted, it shall be copied in the corporate book of Bylaws with the original Bylaws, in the appropriate place. If any Bylaw is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in the corporate book of Bylaws.

ARTICLE VI

SHARES OF STOCK

Section 1. Certificate of Stock.

1.1 The certificates representing shares of the Corporation's stock shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. The certificates shall bear the following: the Corporate Seal, the holder's name, the number of shares of stock and the signatures of: (1) the Chairman of the Board, the President or a Vice President and (2) the Secretary, Treasurer, any Assistant Secretary or Assistant Treasurer.

1.2 No certificate representing shares of stock shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.

1.3 To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share of stock which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share of stock as of the time when those entitled to receive such fractions are determined; or its may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the corporation, exchangeable as therein provided for full shares of stock, but such scrip shall not entitle the holder to any rights of a stockholder, except as therein provided.

Section 2. Lost or Destroyed Certificates.

The holder of any certificate representing shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of directors, it is proper to do so.

Section 3. Transfer of Shares.

3.1 Transfer of shares of stock of the Corporation shall be made on the stock ledger of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares of stock with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of taxes as the Corporation or its agents may require.

3.2 The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4. Record Date. In lieu of closing the stock ledger of the Corporation, the Board of Directors may fix, in advance, a date not exceeding sixty (60) days, nor less than ten (10) days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders shall be at the close of business on the day next preceding the day on which the notice is given, or, if no notice is given, the day preceding the day on which the meeting is held. The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of, or to vote at, any meeting of shareholders has been made, as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

ARTICLE VII

DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefore, as often, in such amount, and at such time or times as the Board of Directors may determine.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be December 31, and may be changed by the Board of Directors from time to time subject to applicable law.

ARTICLE IX

CORPORATE SEAL

The corporate seal shall be circular in form, and shall have inscribed thereon the name of the Corporation, the date of its incorporation, and the word "Nevada" to indicate the Corporation was incorporated pursuant to the laws of the State of Nevada.

ARTICLE X

INDEMNITY

Section 1. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The Board of Directors may, in its discretion, cause the expense of officers and directors incurred in defending a civil or criminal action, suit or proceeding to be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. No such person shall be indemnified against, or be reimbursed for, any expense or payments incurred in connection with any claim or liability established to have arisen out of his own willful misconduct or gross negligence. Any right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, which such directors, officers, or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provision of law or otherwise, as well as their rights under this Article.

Section 2. The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

Section 3. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to the full extent permitted by the Code.

ARTICLE XI

MISCELLANEOUS

Section 1. Shareholders' Agreements. Notwithstanding anything contained in this Article X to the contrary, in the event the Corporation elects to become a close corporation, an agreement between two or more Shareholders thereof, if in writing and signed by the parties thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as provided therein, and may otherwise modify the provisions contained in Article Iv, herein as to shareholders’ meetings and actions.

Section 2. Effect of Shareholders' Agreements. Any Shareholders' Agreement authorized by the Code, shall only be effective to modify the terms of these Bylaws if the Corporation elects to become a close corporation with the appropriate filing of an amendment to its Articles of Incorporation as required by the Code and shall terminate when the Corporation ceases to be a close corporation. Such an agreement cannot waive or alter the Sections of the Code. Any other provisions of the Code or these Bylaws may be altered or waived thereby, but to the extent they are not so altered or waived, these Bylaws shall be applicable.

Section 3. Subsidiary Corporations. Shares of the Corporation owned by a subsidiary shall not be entitled to vote on any matter. For the purpose of this Section, a subsidiary of the Corporation as defined the Code is defined as another corporation of which shares thereof possessing more than 25% of the voting power are owned directly or indirectly through one or more other corporations of which the Corporation owns, directly or indirectly, more than 50% of the voting power.

CERTIFICATE OF SECRETARY

I, the undersigned, certify that:

1. I am the duly elected and acting Secretary of GREAT COIN, INC. a Nevada corporation; and

2. The foregoing Bylaws, consisting of 17 pages, are the Bylaws of this Corporation as adopted by the Board of Directors.

IN WITNESS WHEREOF, I have subscribed my name and affixed the seal of this Corporation on this 2^nd day of September, 2015.

	/s/ Michael Dunn
	Michael Dunn, Secretary

EX1A-4 SUBS AGMT 5 coin_ex0301.htm SUBSCRIPTION AGREEMENT

Exhibit 3.1

SUBSCRIPTION AGREEMENT

Subscription

1.1 GX-Life Global, Inc. (the "Subscriber") hereby subscribes for and agrees to purchase 5 million G-Coins (the “Coins”) issued by Great Coin, Inc., a Nevada corporation (the “Company”) as set out on the Signature Page of this agreement (the “Subscription Agreement”) at a price of US $0.50 per Coin (such subscription and agreement to purchase being the "Subscription"), for the total subscription price of $2.5 million payable in accordance with the terms of that certain Promissory Note, a form of which is attached as Exhibit A hereto (the "Subscription Promissory Note").

1.2 Upon acceptance, the Company hereby agrees to sell, on the basis of the representations and warranties and subject to the terms and conditions set forth herein and in the Subscription Promissory Note, to the Subscriber of the Coins. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company. By execution below, the Subscriber acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.

1.3 All dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.

Payment

2.1 The Subscription Promissory Note must accompany this Subscription and shall be delivered to the Company fully executed. In summary, the terms of the Subscription Promissory Note are as follows:

(a) The original principal amount shall be $2.5 million;

(b) All amounts may be prepaid at any time during the one year period of time following issuance and shall accrue interest at 5%;

(c) Upon the one year anniversary of issuance, all outstanding amounts remaining under the Subscription Promissory Note shall be cancelled and all Coins not paid for under the Subscription Promissory Note on a pro rata basis shall be returned to the Company; it being understood that Coils that have not been paid for through cash payments under the Subscription Promissory Note may not be transferred or encumbered under any circumstances.

Undertaking and Direction

3.1 The Subscriber must complete, sign and return to the Company the following documents:

(a)

One executed copy of this Subscription Agreement; and

(b)

A fully executed Subscription Promissory Note.

3.2 The Subscriber shall complete, sign, and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

Closing

Closing of the purchase and sale of the Coins shall be deemed to be effective when the Company executes a counterpart of this Subscription Agreement (the “Closing Date”).

Acknowledgements of Subscriber

The Subscriber acknowledges and agrees that:

(a) the decision to execute this Subscription Agreement and purchase the Coins agreed to be purchased hereunder has not been based upon any oral or written representation as to fact made by or on behalf of the Company.

(b) the Subscriber and the Company have common ownership, officers and/or directors and in this regard Subscriber has had a complete opportunity to ask questions of and receive answers from the Company in connection with the sale of the Coins hereunder, and to obtain additional information, including but not limited to books and records of the Company. In this regard, both the Company and Subscriber has been advised to consult independent legal, tax, and other advice with respect to the merits and risks of an investment in the Coins and with respect to applicable resale restrictions.;

(c) the Subscriber has been advised and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future. Risks inherent in this investment include, but are not limited to, all business risks associated with any business, with the additional risks associated with early stage operations.;

(d) no documents in connection with the sale of the Coins hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;

(e) there is no government or other insurance covering any of the Coins;

(f) the Subscriber has been advised that the Coins involve a high degree of risk, and Subscribers should be able to bear the loss of their entire investment;

Representations, Warranties and Covenants of the Subscriber

The Subscriber hereby represents, warrants, and covenants to the Company (which representations, warranties, and covenants shall survive the Closing Date) that:

(a) it is a corporation, it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

(c) the Subscriber is an “accredited investor” (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) and will provide the Company or its nominee with evidence sufficient for the Company to reasonably conclude that this representation is true and correct;

(d) the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, (iii) believes that an investment in the Coins is suitable for Subscriber based upon Subscriber’s investment objectives and financial needs, (iv) is able to bear the economic risks of an investment in the Coins for an indefinite period of time, including, but not limited to, the complete loss of such investment;

(e) the Subscriber believes that it has such knowledge and experience in financial and business matters that they are capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Coins and has the net worth to undertake such risks;

(f) the Subscriber acknowledges it will receive no formal disclosure documentation regarding its acquisition of the Coins. Given this information and opportunity, Subscriber has made an independent examination and investigation of an investment in the Coins and the Company, and has depended on the advice of its legal and financial advisors, and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber’s decision to acquire the Coins;

(g) he entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound (including corporate formation documents);

(h) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

(i) the acquisition of the Coins by the Subscriber does not trigger:

(i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

(ii) any continuous disclosure reporting obligation of the Company in the International Jurisdiction.

(o) the Subscriber has been advised that none of the Coins have been registered under the Securities Act of 1933, as amended (the “Act”) or the relevant state securities laws but are being offered and sold pursuant to exemptions from such laws and that the Company’s reliance upon such exemptions is predicated in part on the Subscriber’s representations to the Company as contained herein. registered under the Act, or transferred pursuant to the provisions of Rule 144 thereunder, or any similar provision as promulgated by the Securities and Exchange Commission, the Coins, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO PURCHASERS OF THE SECURITIES THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.”

It is the intention of the Company to file a registration statement under Regulation A of the Securities Act of 1933 registering the Coins as quickly as practicable after the execution of this Subscription Agreement.

(p) the Subscriber acknowledges, represents, warrants, and covenants to provide such information and to execute and deliver such documents as reasonably as may be necessary to comply with any and all laws and ordinances to which the Company is subject and in order to verify any of the information provided by or representations or warranties made by the Subscriber to the Company.

(q) Subscriber acknowledges that under no circumstance may any Coins purchased hereunder be sold, transferred or otherwise assigned to a third party for consideration valued at less than the greater of $1.00 or the average weighted volume trading price of the Coin during the five trading days prior to the proposed transfer, per Coin.

Representations, Warranties and Covenants of the Company

The Company hereby represents, warrants, and covenants to Subscriber as follows:

(a) the Company has been duly organized and validly exists as a corporation in good standing under the laws of its state of Nevada. The Company has all requisite corporate power and authority, and all material and necessary authorizations to own or lease its properties and conduct its business. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions of this Agreement;

(b) this Agreement and the Exhibits (if any) hereto have been duly and validly authorized, executed and delivered by the Company and are valid and binding agreements of the Company, enforceable in accordance with their respective terms, except to the extent that the enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (ii) limitations upon the power of a court to grant specific performance or any other equitable remedy, or (iii) a finding by a court of competent jurisdiction that the indemnification provisions herein are in violation of public policy;

(c) the Coins have been duly authorized by the Company and will be validly issued, fully paid, and non-assessable upon issuance;

(d) the Company is not in violation of its Articles of Incorporation or Bylaws (the “Charter Documents”) and the consummation of the transactions contemplated herein shall not constitute a violation of the Charter Documents;

(e) this Agreement and the Exhibits (if any) do not contain any untrue statement of a material fact or omit to state any material fact required to be stated herein or therein or necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All statements of material facts herein or therein (including, without limitation, any attachment, exhibit or schedule hereto or thereto) are true and correct as of the date hereof and will be true and correct on each Closing Date.

(f) the minute books and corporate records of the Company contain a complete summary of all meetings and actions of the managers, members, officers, directors and stockholders of the Company since the time of its incorporation (and of any predecessor to the Company) and reflects all transactions referred to in such minutes accurately in all respects.

Representations and Warranties will be Relied Upon by the Company

The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber’s eligibility to purchase the Coins under applicable securities laws, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Coins under applicable securities laws. The Subscriber further agrees that by accepting delivery of the certificates representing the Coins on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber at the Closing Date, and that they will survive the purchase by the Subscriber of the Coins and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Coins.

Costs

The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Coins shall be borne by the Subscriber.

Governing Law

Any dispute arising under or in connection with any matter of any nature (whether sounding in contract or tort) relating to or arising out of this Subscription Agreement, shall be resolved exclusively by arbitration. The arbitration shall be in conformity with and subject to the applicable rules and procedures of the American Arbitration Association. Any arbitration shall incorporate Section 1283.05 of the California Civil Code of Procedure with respect to discovery matters. All parties agree to be (1) subject to the jurisdiction and venue of the arbitration in Orange County, State of California, (2) bound by the decision of the arbitrator as the final decision with respect to the dispute, and (3) subject to the jurisdiction of the Superior Court of the State of California for the purpose of confirmation and enforcement of any award.

10.

Survival

This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Coins by the Subscriber pursuant hereto.

11.

Assignment

This Subscription Agreement is not transferable or assignable.

12.

Execution

The Company shall be entitled to rely on delivery by email or facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such email or facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.

13.

Severability

The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

14.

Entire Agreement

Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Coins and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

15.

Headings

Headings are for convenience only and are not deemed to be part of this Subscription Agreement.

16.

Counterparts

This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

[Signature Page Follows]

SIGNATURE PAGE

___5 million________ Coins

US$0.50 per Coin for a total purchase price of US$2.5 million

This Subscription Agreement is EXECUTED by the Subscriber this 21^st day of October, 2015.

GX GLOBAL

GX-LIFE GLOBAL, INC.

BY: /s/ Ning Liu

TITLE: CEO

COMPANY

GREAT COIN, INC.

BY: /s/ Ning Liu

TITLE: CEO

EX1A-3 HLDRS RTS 6 coin_ex0302.htm PROMISSORY NOTE

Exhibit 3.2

NONRECOURSE PURCHASE MONEY PROMISSORY NOTE

$2,500,000

October 21, 2015

Preamble: GX-Life Global, Inc. (“GX GLOBAL”) has acquired 5 million G Coin digital securities (the “Coins”) from Great Coin, Inc. (the “Company”) through the delivery of this Promissory Note (this “Note”). A form of this Promissory Note is attached as an Exhibit to the Subscription Agreement pursuant to which GX GLOBAL acquired the Coins.

FOR VALUE RECEIVED, GX GLOBAL promises to pay to the Company up to $2.5 million in amounts and times selected by GX GLOBAL (“Purchase Payments”) during the one year period of time following the date of this Note (the “Note Term”). The outstanding balance of this Note shall accrue interest at 5% per annum based upon the outstanding balance of this Note and shall not be convertible into additional Coins.

All Coins acquired under this Note shall not be transferable nor encumbered and must be retained by GX GLOBAL (the “Trading Restriction”), unless and until satisfaction of the Payment Condition, as hereinafter defined. The term “Payment Condition” shall mean the providing of Purchase Payments by GX GLOBAL to the Company during the Note Term. The number of Coins which shall be released from the Trading Restriction shall equal the amount of the Purchase Payment divided by $0.50 (the “Fully Paid For Coins”). Upon satisfaction of the Payment Condition, Fully Paid for Coins shall not be subject to the Trading Restriction, but shall continue to be subject to all applicable state and federal securities laws.

Upon the final day of the Note Term, the Company shall provide GX GLOBAL with the following calculation:

(a)

2.5 million minus the Aggregate Purchase Payments paid by GX GLOBAL during the Note Term;

(b)

Divided by 2.5 million;

(c)

And the quotient of (a) divided by (b) shall then be multiplied by 5 million to equal the “Required Coin Return Amount”.

Upon receipt of the Required Coin Return Amount, GX GLOBAL shall execute all documents and take all actions reasonably requested by the Company to assure the return of Coins, the number of which shall equal the Required Coin Return Amount.

By way of example only, if GX GLOBAL pays the Company $1 million during the Note Term then it would be required to return 2.5 million minus 1 million and then divided by 2.5 million which equals 60.0%. This amount then multiplied by 5 million would mean the Required Coin Return Amount would equal 3 million Coins.

It is understood that the sole recourse of the Company against GX GLOBAL for failure to pay the outstanding principal amount of this Note shall be the enforcement of the Required Coin Return Amount. GX GLOBAL shall continue to be obligated to pay all accrued but unpaid interest.

This Note shall be secured with a first priority security interest in favor of G Coin in all Coins subject to the Trading Restriction.

In the event there is a default hereunder, GX GLOBAL shall be required to reimburse the Company for all costs of collection and all expenses incurred as a result of such default; such costs and expenses shall include, without limitation, all costs, expenses and attorneys' fees incurred in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings involving any person or entity liable for the payment of this Note or having rights in any collateral securing payment of this Note.

All amounts due under this Note shall be payable without set off, counterclaim, or deduction of any kind.

This Note inures to and binds the heirs, successors and assigns of the parties hereto, and any neither party may assign any rights or obligations under this Note without the nonassigning party’s prior written consent.

GX GLOBAL hereby waives presentment, protest and demand, notice of protest, demand and of dishonor and non-payment of this Note, waives the right to plead any and all statutes of limitation as a defense to any demand under this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time without in any way affecting the liability of GX GLOBAL.

No previous waiver and no failure or delay by the Company in acting with respect to any of the terms of this Note shall constitute a waiver of any breach, default or failure of condition under this Note. The acceptance by the Company of any payments under this Note in an amount less than the amount due and owing or after the date that such payment is due shall not constitute a waiver of the right to require prompt and full payment when due of future or succeeding payments or to declare a default as herein provided.

Any party executing this Note on behalf of a corporation, partnership, trust or limited liability company hereby represents and warrants to Company that the executing party has the authority and necessary approvals to execute this Note on behalf of the entity and constitutes a binding and enforceable obligation of said entity.

This Note is to be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. Time is of the essence with regard to each and every term, covenant, provision and condition of this Note.

“GX GLOBAL”

GX-LIFE GLOBAL, Inc.

By: /s/ Ling Liu

Title: CEO

EX1A-6 MAT CTRCT 7 coin_ex0601.htm MASTER SERVICE AGREEMENT

Exhibit 6.1

Master Service Agreement by and between Great Coin, Inc. and 3Pillar Global, Inc.,

dated September 1, 2015

US Master Services Agreement | GREAT -Coin, INC.

This Master Services Agreement (this “Agreement”), effective as of September 1, 2015 (the “Effective Date”), is by and between 3Pillar Global, Inc. (“3Pillar”), a Virginia corporation, and Great Coin Inc. (“Client”), a Nevada corporation. 3Pillar and Client are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

SERVICES.

3Pillar will provide services to Client (the “Services”) as set forth in one or more Statements of Work (each an “SOW”), each of which will reference this Agreement and be incorporated by reference in this Agreement. No SOW will be deemed binding upon the Parties until signed by authorized representatives of both Parties. Any provision of this Agreement may be expressly superseded by a SOW; provided, however, those such superseding terms will only apply to such SOW and not to previous or subsequent SOWs.

PAYMENT.

2.1

Pricing.

The Client will be invoiced each month in arrears based on the monthly fee for each resource assigned to the Client team (“Monthly Team Rate”) under each SOW. The Monthly Team Rate takes into account time for holidays and vacation, in addition to, training, professional development and other administrative tasks required to improve the team’s skill sets. A team member may be added and removed from the team to provide additional capacity or introduce different skills/experience to the team upon mutual agreement of both Parties and upon availability of requested resources, the Monthly Team Rate shall be adjusted accordingly. At the beginning of each calendar year, the resource rates set forth in the SOW will automatically increase five percent (5%) as a result of the average raise of overseas team members that historically range from 10%-20% per annum. It being understood that the terms of each SOW shall be contractually binding and such increases shall not apply retroactively to outstanding SOWs for fees that accrued prior to the effective date of the rate increase, but rather prospectively only.

2.2

Payment Terms.

3Pillar will invoice Client for Services on a monthly basis in arrears, with payment due from Client net thirty (30) days from the applicable invoice date. Client will be responsible for all applicable taxes arising in connection with this Agreement. Provided, however, Client shall not be responsible for any payroll taxes for 3Pillar personnel or taxes payable by 3Pillar on 3Pillar’s income.

2.3

Retainer.

In order to commence performance of the Services under each SOW, Client must pay a retainer the greater of (a) fifteen thousand dollars ($15,000) or (b) twenty-five percent (25%) of the expected average monthly billings under the SOW. These retainers will be held by 3Pillar throughout the term of the individual SOW and will be applied to any unpaid invoices issued by 3Pillar that remain unpaid by the Client at the completion of the term of any individual SOW or upon termination pursuant to Section 8 of the Agreement, as applicable.

Any remaining retainer that exists after the application of unpaid invoices shall be returned to Client within ninety (90) days of the Termination of the SOW.

2.4

Payment Disputes.

An invoice will be deemed accepted by Client unless client notifies 3Pillar of a dispute with such invoice in writing within seven (7) calendar days after the applicable invoice date. All non-disputed charges are due in accordance with Section 2.2. All reasonable disputed charges will not be deemed due until the dispute is resolved and will be due the later of ten (10) calendar days after the resolution of the dispute or thirty (30) days from invoice date. Both Parties agree to use commercially reasonable efforts to resolve the disputed charges within seven (7) calendar days after the due date of the applicable invoice, and, if the Parties are unable to reach resolution on their own, the Parties will proceed to resolve such dispute under the terms of Section 9.1 of this Agreement. Interest will not accrue on any charges disputed in good faith by the Client until ten (10) calendar days after the resolution of such dispute.

2.5

Non-payment; Interest.

In the event that Client does not pay an invoice or any non-disputed amounts within an invoice when due as described in Section 2.4, 3Pillar, at its sole discretion, may cease all work being performed for Client and not resume work until 3Pillar has received payment for such outstanding invoice. Upon a stop work notice, 3Pillar, at this sole discretion, may reassign resources providing Services under any and all SOW’s to other client accounts. 3Pillar does not provide any guarantee that upon payment in full that work shall be reinstated nor that prior resources shall be available to provide Services. 3Pillar will charge interest on the amount due under such unpaid invoice at the rate of one percent (1%) per month.

2.6

Expenses.

In addition to any provisions provided for in any applicable SOW(s), Client agrees to pay: (a) all approved travel and living expenses incurred in connection with the provision of Services when any such travel exceeds twenty-five (25) miles one way; and (b) all approved third party cost and expenses, including, without limitation costs to procure Third Party Technology (defined below) and third party services, such as hosting services, necessary to provide the Services. Travel expenses incurred in connection with driving will be calculated by multiplying the number of miles driven by the current federal government rate for travel reimbursement approved by the U.S. Internal Revenue Service. All such costs must be approved by Client in advance.

2.7

Resource travel.

In order to ensure the success of any SOW under this Agreement, Client agrees to pay for the travel for a minimum of three (3) offshore resources to the Client’s location at the beginning of each SOW and on an annual basis thereafter for a minimum of one (1) week, subject to Client’s prior written approval which may be withheld in Client’s discretion. A per diem charge based upon current federal government guidelines for meals and lodging will also apply when 3Pillar team members to travel to meet with Client.

3.	PROPRIETARY RIGHTS.

3.1

Work Product.

Upon 3Pillar’s receipt of payment from Client for all Services under this Agreement related to Work Product (as defined below), such Work Product and all intellectual property rights therein would be the sole and exclusive property of Client. Subject to the terms and conditions of this Agreement, Work Product will be considered “WORK MADE FOR HIRE” as such term is defined in 17 U.S.C. § 101. If 3Pillar is deemed to retain any intellectual property rights in any Work Product, 3Pillar will assign to Client all such intellectual property rights in such Work Product. 3Pillar further agrees to execute any documents necessary to accomplish such assignment and/or to allow Client to register any such intellectual property arising from Services performed under this Agreement.

“3Pillar Technology” means all applications, software, tools, documentation, technical information, designs, algorithms, rules, techniques, reports, data, drawings, charts, text and other information and works of authorship, and all ideas, inventions, discoveries, concepts, ideas, know-how, methods, processes, improvements and derivatives, and all intellectual property rights in all of the foregoing, whether or not patentable or copyrightable, authored, conceived or made or reduced to practice (whether solely or with the participation of others) prior to the Effective Date, developed by 3Pillar outside the scope of this Agreement, or developed under the scope of this Agreement but are not core nor proprietary to the objective of the SOW such as an underlying widget for process automation or efficiency, and all derivative works thereof.

“Third Party Technology” means all applications, software, tools, documentation, technical information, designs, algorithms, rules, techniques, reports, data, drawings, charts, text and other information and works of authorship, and all ideas, inventions, discoveries, concepts, ideas, know-how, methods, processes, improvements and derivatives, and all intellectual property rights in all of the foregoing, whether or not patentable or copyrightable, authored, conceived or made or reduced to practice (whether solely or with the participation of others) by a party other than 3Pillar or Client and that 3Pillar is asked to and/or approved to incorporate, utilize or deliver in connection, with the Work Product pursuant to a SOW.

3.2

Rights in 3Pillar Technology.

Upon 3Pillar’s receipt of payment from Client for all Services under this Agreement, 3Pillar hereby grants Client a fully paid, worldwide, royalty-free, perpetual and irrevocable license to use any and all 3Pillar Technology, in whole or in part, that is incorporated in the Work Product or otherwise provided to Client as part of the Services, except for 3Pillar Technology licensed by Client under a separate license agreement. Other than such license to use the 3Pillar Technology as part of the Work Product, 3Pillar retains full rights in the 3Pillar Technology. Notwithstanding the foregoing, Client has no right to duplicate, distribute, copy, market, trade, sell, license, sublicense, modify, reprogram, assign or further distribute any 3Pillar Technology or to utilize 3Pillar Technology separately from the Work Product. 3Pillar shall set forth with specificity any 3Pillar or Third Party Technology in each SOW.

3.3

Rights in Third Party Technology.

If the applicable SOW specifies the incorporation, or delivery, of Third Party Technology in connection with the Services, Client will be responsible for the purchase and/or license of any Third Party Technology. Except as otherwise expressly set forth herein, 3Pillar will have no obligations or liability with respect to any Third Party Technology, or to any licensor of the same. Client agrees to abide by the terms of any licenses applicable to any Third Party Technology. 3Pillar shall not incorporate any Third Party Technology into any Work Product without Client’s prior written consent, which may be withheld in Client’s sole discretion.

3.4

Project Assets.

Upon 3Pillar’s receipt of payment from Client for all Services under this Agreement, the following shall be made available to the Client to the extent prepared by 3Pillar in delivering the Services outlined in the SOW, in a form determined by 3Pillar and reasonably acceptable to Client. Project Assets shall include, but not be limited to, the following (collectively, the “Project Assets”): (a) source code, (b) product strategy documentation (product vision and product definition documents), (c) development documentation (including high level architecture diagrams and database designs), (d) Product Roadmap (a schedule of high level features / epic user stories organized in the order of execution), (e) Product Backlog (a comprehensive list of the product’s user stories), (f) user stories, (g) wireframes providing visuals of major functional areas of application, and (h) Product Run documentation (supporting documentation on the IT Operations administration of the product). It being understood that 3Pillar is to provide all work product generated in compliance with each SOW and subject to the terms of this Agreement.

4.	REPRESENTATIONS AND WARRANTIES.

4.1

3Pillar represents and warrants that the Services will be provided in a professional and workmanlike manner. 3Pillar shall use commercially reasonable efforts to (i) establish and maintain safeguards, in compliance with applicable laws and regulations, against the destruction, loss, unauthorized alteration of, or unauthorized access to Client’s data that is received by 3Pillar, (ii) store all data received from Client in accordance with commercially reasonable standards; and (iii) ensure that data storage complies in all material respects with all relevant laws, regulations and standards, including but not limited to state laws and applicable regulatory and professional standards, however, Client shall not provide data that is subject to any specific legal security constraints such as the Personally Identifiable Information as defined in the NIST Guide to Protecting the Confidentiality of Personally Identifiable Information (SP 800-122) or Protected Health Information as defined in the Health Portability and Accountability Act of 1996, as amended, and the Health Information Technology for Economic and Clinical Health Act.

4.2

Client represents and warrants that it (a) owns or has the rights to provide to 3Pillar the Client’s Confidential Information (as defined herein), (b) Services requested to be provided including the concept, services, idea, process etc. does not infringe on a 3rd party intellectual property rights; and (c) will make available in a timely manner at no charge to 3Pillar all technical data, computer facilities, programs, files, documentation, test data, sample output, or other information and resources of Client required by 3Pillar for the performance of the Services. Client shall be responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Client. Client is responsible for making any and all decisions based on information provided by 3Pillar in connection with the Services. Client will make every reasonable effort to ensure the success of 3Pillar’s Services and, should problems arise, will immediately notify 3Pillar’s project and executive leadership, and will work in good faith with 3Pillar to timely correct the problem(s) as specified herein.

5.	DISCLAIMERS; LIMITATION OF LIABILITY.

5.1

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, WORK PRODUCT, AND ANY 3PILLAR TECHNOLOGY PROVIDED BY 3PILLAR ARE PROVIDED “AS IS,” AND 3PILLAR DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, 3PILLAR DOES NOT GUARANTEE THAT THE SERVICES, WORK PRODUCT OR 3PILLAR TECHNOLOGY: (A) WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT 3PILLAR WILL CORRECT ALL ERRORS, (B) WILL OPERATE IN COMBINATION WITH CLIENT’S CONTENT OR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY 3PILLAR, (C) WILL MEET CLIENT’S EXPECTATIONS, SPECIFICATIONS OR REQUIREMENTS. CLIENT ACKNOWLEDGES AND AGREES THAT 3PILLAR DOES NOT CONTROL THE ENVIRONMENT IN WHICH THE SERVICES, WORK PRODUCT AND ANY 3PILLAR TECHNOLOGY MAY BE USED, OPERATED OR DISTRIBUTED BY CLIENT OR ITS CUSTOMERS, AND THAT THE SERVICES, WORK PRODUCT AND 3PILLAR TECHNOLOGY MAY BE SUBJECT TO LIMITATIONS, DELAYS, SECURITY RISKS AND OTHER DAMAGES RESULTING FROM SUCH ENVIRONMENT. 3PILLAR IS NOT RESPONSIBLE FOR ANY DELAYS, SECURITY INCIDENTS, OR OTHER DAMAGES RESULTING FROM SUCH ENVIRONMENT OR OTHERWISE FROM CLIENT’S USE, OPERATION OR DISTRIBUTION OF THE SERVICES, WORK PRODUCT OR 3PILLAR TECHNOLOGY.

5.2

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, punitive, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, CUSTOMERS OR GOOD WILL), RELATING TO THIS AGREEMENT (WHETHER ARISING FROM TORT, CONTRACT OR OTHERWISE).

5.3

EXCEPT FOR ANY INDEMNITY OBLIGATIONS ARISING FROM SECTION 7, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIMS FOR DAMAGES, LOSSES, COSTS, EXPENSES OR OTHER LIABILITY RELATING TO THIS AGREEMENT (WHETHER ARISING FROM TORT, CONTRACT OR OTHERWISE) EXCEED THE ACTUAL AMOUNT PAID BY CLIENT TO 3PILLAR FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THAT GAVE RISE TO SUCH LIABILITY.

5.4

WITH RESPECT TO INDEMNITY OBLIGATIONS ARISING FROM SECTION 7, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR ANY CLAIMS FOR DAMAGES, LOSSES, COSTS, EXPENSES OR OTHER LIABILITY RELATING TO THIS AGREEMENT (WHETHER ARISING FROM TORT, CONTRACT OR OTHERWISE) EXCEED two million (2,000,000) dollars.

6.	CONFIDENTIALITY.

6.1

Confidential Information.

The Parties acknowledge that during the performance of this Agreement, each Party (“Receiving Party”) will have access to certain of the other Party’s (“Disclosing Party”) Confidential Information or Confidential Information of third parties that the Disclosing

Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the Disclosing Party or such third party, as applicable, and will remain the sole property of the Disclosing Party or such third party. For purposes of this Agreement “Confidential Information” will mean all written or oral information, disclosed by either Party to the other, related to the operations of either Party, the scope of the Services, or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.

6.2

Mutual Confidentiality Obligations.

Each Party agrees as follows: (a) to use the Confidential Information of the Disclosing Party only for the purposes described herein; (b) that it will not reproduce the Confidential Information of the Disclosing Party other than as permitted herein and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party other than in accordance with (d) below; (c) that it will not create any derivative work from Confidential Information of the Disclosing Party in violation of this Agreement or the Disclosing Party’s copyrights; (d) to restrict access to the Confidential Information of the Disclosing Party to such of the Receiving Party’s personnel, agents, and/or consultants and contractors, if any, who have a need to have access and who have been advised of the obligation of confidentiality and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (e) to return or destroy, pursuant to Section 8.5, all Confidential Information of the Disclosing Party in its possession upon termination or expiration of this Agreement.

6.3

Confidentiality Exceptions.

Notwithstanding the foregoing, the provisions of Sections 6.1 and 6.2 shall not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the Receiving Party; (c) is rightfully communicated to the Receiving Party by persons not bound by confidentiality obligations with respect thereto; (d) is already in the Receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (f) is approved by the Disclosing Party for release or disclosure to the Receiving Party without restriction. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law or rules of any exchange or market on which the securities of a Party are listed, provided that the Party making the disclosure pursuant to the order shall first have given notice to the other Party, if legally permitted to do so, so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall furnish only that portion of the Confidential Information that the Receiving Party is legally required to furnish and shall reasonably cooperate with the Disclosing Party in seeking assurances that confidential treatment will be accorded such Confidential Information.

7.	INDEMNIFICATION.

7.1

3Pillar will indemnify, defend and hold harmless Client (including its officers, directors, employees, consultants, and affiliates) from and against any and all third-party losses, liabilities, damages and related expenses (including reasonable attorneys’ and expert witnesses’ fees, litigation, settlement, judgment, interest and penalty costs) that are agreed upon in settlement or awarded by a court and arise from a third party claim caused solely by: (a) the gross negligence or willful misconduct of 3Pillar or any of its employees, agents, or subcontractors in the performance of the Services; or (b) the infringement of a third party’s United States copyright by the Work Product. If any Work Product becomes or, in 3Pillar’s opinion, is likely to become the subject of any injunction preventing use as contemplated herein for the reasons stated in this Section 7.1, 3Pillar, or its designee, may, at its option, (x) procure for Client the right to continue using such Work Product, (y) replace or modify such Work Product so that it becomes non-infringing without substantially compromising its functionality, or, if (x) and (y) are not reasonably available to 3Pillar, then (z) terminate this Agreement and the right to continue using the Work Product, require the return of all allegedly infringing Work Product and refund to Client a portion of the amounts paid by Client in respect of such Work Product depreciated on a straight-line basis over three (3) years from the date of initial delivery of such Work Product to Client. The obligations of 3Pillar under this Section 7.1 shall not apply if the claim arises from (aa) any Work Product which is modified by any party other than 3Pillar; (bb) any Work Product combined or bundled with any products, processes, software, hardware, technology or materials not provided, licensed by or approved by 3Pillar (including any Third Party Technology) where the alleged infringement relates to such combination; (cc) Client continuing the allegedly infringing activity after 3Pillar has provided Client with modifications that would have avoided the alleged infringement; or (dd) any concepts, ideas, processes, instructions, directions, specifications, materials, or Confidential Information provided by or requested by Client to be provided under any SOW (each of aa, bb, cc and dd a “Client Indemnity Responsibility”). Client acknowledges and agrees that the terms of this Section 7.1 constitute Client’s sole and exclusive remedy, and 3Pillar’s sole and exclusive obligation, in connection with any claim or allegation that 3Pillar, the Services, or any deliverables provided by 3Pillar pursuant to this Agreement infringe or misappropriate the intellectual property rights of any third party.

7.2

Client will indemnify, defend and hold harmless 3Pillar (including its officers, directors, employees, consultants, and affiliates) from and against any and all losses, liabilities, damages and related expenses (including reasonable attorneys’ and expert witnesses’ fees, litigation, settlement, judgment, interest and penalty costs) arising solely from actual or alleged: (a) acts or omissions constituting gross negligence or willful misconduct, committed by Client or any of its employees, agents, or subcontractors; or (b) any Client Indemnity Responsibility.

7.3

Notwithstanding the foregoing, neither Party will be required to defend or indemnify the other Party to the extent that the other Party‘s losses or expenses are caused by such Party’s own gross negligence or willful misconduct.

7.4

Procedures.

If either Party becomes aware of a claim that may require indemnification pursuant to Section 7.1 or 7.2 above (a “Claim”), the affected Party (the “Indemnified Party”) will promptly notify the other Party in writing of the Claim and will allow the other Party to assume sole and full control of the defense and settlement of the Claim. The Indemnified Party will provide the other Party with the assistance and information necessary to defend and settle the Claim. The Indemnified Party’s counsel will have the right to participate in the defense and settlement of the Claim, at such Party’s own expense.

8.	TERM & TERMINATION.

8.1

Term.

The term of this Agreement will commence on the Effective Date and will continue for thirty-six (36) months (the “Initial Term”), with automatic renewal for successive twelve (12) month terms unless and until terminated in accordance with Section 8 of this Agreement with a minimum of ninety (90) days notice prior to the end of the current term (each such successive term a “Renewal Term,” and the Initial Term along with any and all Renewal Term(s), collectively, the “Term”). Upon Termination of this Agreement, all SOW shall be terminated concurrently with the term of this Agreement.

8.2

Termination for Convenience.

Either Party may terminate this Agreement and/or any SOW hereunder for convenience by providing written notice of the termination to the other Party at least ninety (90) days prior to the effective date of such termination.

8.3

Early Termination Fee.

Should Client terminate any approved SOW for convenience by providing written notice of the termination to 3Pillar in accordance with Section 8.2 above, the Client shall be responsible for the payment of an Early Termination Fee equal to the greater of the average monthly fee charged in the six months immediately prior to the Client’s notice of termination, under the each SOW terminated under Section 8.2, multiplied by three plus the actual monthly fees incurred in the final ninety (90) days of the written notice period. This fee shall be inclusive of and not in addition to, fees due for the final ninety (90) days of the written notice period.

8.4

Termination for Breach.

Either Party may terminate this Agreement for a material breach of this Agreement. The non-breaching Party will provide written notice to the breaching Party and the breaching Party will have fifteen (15) days to cure the material breach, if curable. In the case of non-payment, 3Pillar may stop work in accordance with Section 2.5. If a material breach exists and is not cured within fifteen (15) days from written notice of such breach, then the non-breaching Party may terminate this Agreement immediately upon written notice to the breaching Party.

8.5

Effect of Termination.

On expiration or earlier termination of this Agreement, in whole or in part, the following will occur:

The rights and obligations set forth in Sections 2 through 9, which by their nature should survive, will survive, provided, however, that all confidentiality obligations will survive for three (3) years after the termination date, and to the extent either Party has disclosed information to the other Party that constitutes a trade secret, the receiving Party agrees to protect such trade secret(s) for so long as such information constitutes a trade secret under applicable law.

All Confidential Information, software, documentation or materials belonging to 3Pillar or Client (other than documentation or other materials necessary for Client to properly utilize any of the Work Product in accordance with its rights herein unless Agreement is terminated for breach due to non-payment) will be returned to the respective owner, and no copies will be retained by the non-owning Party unless the respective owner consents to such retention in writing.

Neither Party will be liable to the other for damages, losses, costs or expenses of any kind or character whatsoever on account of the termination of this Agreement arising from or in connection with the loss of prospective sales, or expenses incurred or investments made in connection with the establishment, development or maintenance of either Party’s business.

Client shall pay to 3Pillar within seven (7) days of termination: (i) all amounts outstanding under any SOW, (ii) Early Termination Fee for any SOW terminated for convenience under Section 8.2; and (iii) all fees incurred for any work-in-progress, as of the date of termination.

Except as set forth in this Section 8, termination will not affect any claim, demand, liability or right of Client or 3Pillar arising under this Agreement.

GENERAL

9.1

Governing Law.

This Agreement shall be governed by and interpreted in accordance with the laws of the state of New York, without regard to conflicts of law principles thereof. For purposes of all claims brought under this Agreement, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state courts located within New York City or the United States District Court for the Southern District of New York. Notwithstanding the foregoing either Party may seek injunctive relief from any court of competent jurisdiction.

9.2

No Hiring.

Neither Party will hire, subcontract or directly or indirectly solicit or employ, any employee of the other Party during the Term and for a period of twelve (12) months after either the termination of this Agreement, or the termination of the employee’s employment during the Term. In the event one Party breaches such no-hire provision, then the breaching Party will make a one-time payment to the other Party in an aggregate amount equal to the employee’s current monthly billing rate multiplied by thirty-six (36) months. This one-time payment will be payable in full by the breaching Party to the non-breaching Party within thirty (30) days after the breach. The Parties acknowledge that the foregoing obligations constitute a reasonable determination of the damages incurred for any breach by the other Party of this Section 9.2.

9.3

Non-Circumvent.

Client will not, without the prior written consent of 3Pillar, for the term of this Agreement and for a period of twelve (12) months following termination of this Agreement, on its own behalf or on behalf of any other person or entity (whether directly or indirectly): (a) solicit any vendor or subcontractor of 3Pillar performing services for Client pursuant to an existing SOW issued under this Agreement to procure services directly from them; or (b) solicit or hire any employee of 3Pillar’s vendors, subcontractors or affiliates performing services for Client pursuant to an existing SOW under issued under this Agreement (“Service Provider”). In the event one Party breaches such non-circumvent provision, then the breaching Party will make a one-time payment to the other Party in an aggregate amount equal to the current monthly billing rate earned by 3Pillar on such Service Provider multiplied by thirty-six (36) months. This one-time payment will be payable in full by the breaching Party to the non-breaching Party within thirty (30) days after the breach. The Parties acknowledge that the foregoing obligations constitute a reasonable determination of the damages incurred for any breach by the other Party of this Section 9.3.

9.4

Assignment.

Neither Party may assign this Agreement, except in the case of a change in control, merger or sale of all or substantially all of its assets or stock, without the prior written consent of the other Party and solely after all Services have been paid for in full under all existing SOW’s. Notwithstanding the foregoing, 3Pillar shall retain all rights in and to all Work Product and the rights to 3Pillar Technology may not be assigned until all Services have been paid for in full under all existing SOW’s.

9.5

Anti-Corruption.

Each Party will comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, as well as the laws of all countries in which services are to be performed by 3Pillar. Each Party warrants that it will not, in connection with transactions contemplated in this Agreement, or in connection with any other business transactions involving the other Party, transfer anything of value, directly or indirectly, to any person (including those in the private sector, as well as government officials and employees, and employees of government-controlled companies) in order to obtain or retain business or any improper benefit or advantage. Each Party warrants that no money paid to such Party as compensation or otherwise has been or will be used to pay any bribe or kickback in violation of applicable law. Each Party warrants that its owners, employees, agents and subcontractors are not agents or employees of, or otherwise affiliated with, any government or instrumentality of any government, and that such Party will inform the other Party of any change in such status. Each Party agrees to answer promptly, fully and truthfully any questions from the other Party related to such Party’s anti-corruption program and other controls related to corruption, and to cooperate fully in any investigation of a breach of this anti-corruption provision by the other Party.

9.6

Publicity.

Either Party may use the other Party’s trade name, trademark, service mark, logo or commercial symbol and/or otherwise reference the other Party as a client in any press release, advertisement or other promotional material that is pre-approved in writing by such other Party.

9.7

Independent Parties.

Neither Client nor 3Pillar is a legal representative or agent of the other, or is legally a partner of the other. Individuals performing the Services on behalf of 3Pillar will at all times remain under the direction and control of 3Pillar. 3Pillar will be responsible for all payroll taxes, unemployment insurance payments and other obligations of employers with respect to 3Pillar employees performing the Services. Client shall not offer nor provide any compensation nor gift greater in value than twenty-five ($25) dollars directly to any 3Pillar employee. No part of 3Pillar’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to 3Pillar by filing Form 1099-MISC with the Internal Revenue Service as required by law.

9.8

Force Majeure.

If either Party’s performance of any part of this Agreement is prevented or delayed by an event beyond such Party’s reasonable control, including, without limitation, fire, flood, war, riot, terrorism, acts of civil or military authority (including governmental priorities), severe weather, strikes, labor disputes or labor shortages, such Party will be excused from such performance to the extent it is necessarily prevented or delayed thereby; provided, however, that such event will not relieve Client’s obligation to pay for Services that have been rendered by 3Pillar but not paid for by the Client at the time of the occurrence of such event.

9.9

Entirety.

This Agreement, its exhibits and SOWs represent the entire agreement of the Parties, superseding all other agreements and discussions. In the event of an unintended conflict between an SOW and this Agreement, this Agreement will control. This Agreement may not be amended except in writing signed by both Parties.

9.10

Waiver.

No waiver by either Party of any default will operate as a waiver of any other default, or of a similar default on a future occasion. No waiver of any term or condition by either Party will be effective unless in writing and signed by both Parties.

9.11

Severability.

In the event that one or more of the provisions of this Agreement should be held invalid, illegal or unenforceable in any respect for any reason, this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

9.12

Notice.

All notices required under this Agreement must be in writing and are effective on the date received (unless the notice specifies a later date). Notice to each Party will be sent to the addresses set forth on the signature page below or preamble of this Agreement.

9.13

Counterparts.

This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

9.14

Headings.

All section headings herein are inserted for convenience only and do not modify or affect the meaning, construction or interpretation of any of the provisions of this Agreement.

9.15

Similar Services.

Client acknowledges that 3Pillar may provide services to other clients similar to the Services provided to Client, provided the performance of such services does not otherwise breach the terms of this Agreement.

9.16

Compliance with Laws.

Each Party shall comply with all applicable laws, rules and regulations pertaining to its obligations under this Agreement.

IN WITNESS WHEREOF, each party has caused this Master Services Agreement to be executed by its Effective Date of Agreement.

Effective Date of Agreement: September 1, 2015

IN WITNESS WHEREOF, each party has caused this Master Services Agreement to be executed by its Effective Date of Agreement.

Effective Date of Agreement: September 1, 2015

3PILLAR GLOBAL, INC.		GREAT COIN, INC.

Name:	3Pillar Global, Inc.	Client Name:	Great Coin, Inc.

Address:	3975 Fair Ridge Drive	Client Address:	26381 Crown Valley PKWY

	Suite 200 South		Suite 230

	Fairfax, VA 22033		Mission Viejo, CA 92691


Attn:	Maria C. Izurieta, CFO	Billing Contact:	Michael R Dunn, CFO/COO

Signature:	/s/ signature	Signature:	/s/ signature

Printed Name:	Maria C. Izurieta	Printed Name:	Michael R. Dunn, CFO/COO

Title:	CFO	Title:	CFO/COO

Date:	9/15/15	Date:	9/15/15

EX1A-11 CONSENT 8 coin_ex1101.htm CONSENT

Exhibit 11.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Great Coin, Inc.

We hereby consent to the use, in the Offering Statement on Amendment No. 1 to Form 1-A of Great Coin, Inc., of our report dated November 10, 2015, of our audit related to the financial statements of Great Coin, Inc. as of September 30, 2015 for the period from inception (September 1, 2015) through September 30, 2015, which includes an explanatory paragraph regarding substantial doubt about its ability to continue as a going concern.

dbbmckennon

Newport Beach, California

December 31, 2015

EX1A-12 OPN CNSL 9 coin_ex1201.htm OPINION

Exhibit 12.1

Horwitz + Armstrong ^LLP

Attorneys at Law

26475 Rancho Parkway

Lake Forest, California 92630

Telephone (949) 540-6540

Facsimile (949) 540-6578

December 31, 2015

Great Coin, Inc.

2 Park Plaza, Suite 400

Irvine, CA 92614

Re: Great Coin, Inc. – Form 1-A Offering Statement

Gentlemen:

We are acting as counsel to Great Coin, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering Statement on Form 1-A. The Offering Statement covers 20,000,000 shares of the Company’s Class B Nonvoting Common Stock (the “GX-Coins”).

In our capacity as such counsel, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction, of the Offering Statement, the form of Subscription Agreement and Note and such corporate records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed.

On the basis of such examination, we are of the opinion that:

The GX-Coins have been duly authorized by all necessary corporate action of the Company.

When issued and sold by the Company against payment therefor, the GX-Coins will be validly issued, fully paid and non-assessable.

We hereby consent to the use of our name in the Offering Statement and we also consent to the filing of this opinion as an exhibit thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder.

	Very truly yours,


	/s/ Horwitz + Armstrong, LLP
	HORWITZ + ARMSTRONG, LLP

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