No Offer To Sell Any Security

Last Updated: December 9th, 2023

Introduction: ZenChip PRIME Corp. and / or The VMax Brokers

THIS IS NOT AN OFFER TO SELL SECURITIES.

Information contained on this website is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Nor are ANY of the artwork(s) or collectibles which are offered for sale as an NFT considered or assumed to be securities following the Howey Test. To be sure we have filed with the SEC a

Users Acknowledge That:

vmaxbrokers.com, entertherealm.io, ZenChip PRIME™ Corp.™ and Alchemy Studios, LLC. a wholly owned subsidiary and Development Firm is now on this website and the information shown herein offers no securities, nor is soliciting any offer to buy any securities.

Land Titles and Pre Construction Certificates

Land Titles for The Realm and Pre-Construction Certificates are “Serialized, Signed Works of Art and are Collectibles” By Utilizing the Howie Test they ARE NOT Securities, However with the past targeting of Blockchain Developers, NFT Artists, Collections and their Platform Users, lawsuits coming from media outlets of investigations and failure of the SEC to provide a Clear Violation of Security Law or even “Fair Notice” based on the Lawsuits or Providing any Precedence, It is paramount that we take every precaution not to fall into unlawful territory as the SEC is always jumping at the chance to investigate cryptocurrency profitability or any tech firm and its platform.

You Agree:

You have been made aware of these certain precautions and regulatory issues facing the new and expanding frontier we are spearheading with The Realm™ and its Land Titles, as they are NON FUNGIBLE, NFT’S, Meaning (UNCHANGEABLE) Each have a Serial that corresponds to the Metadata listed on etherscan or polyscan. Once Purchased they belong to YOU, they cannot be changed on the Blockchain, unless they are sold to another buyer on the site(s) provided to you, or any other third party NFT listing service or exchange site that accepts and allows them to be sold as NFT’S.

(2) This website and the information herein shall not be construed as any description of the business of vmaxbrokers.com in conjunction with any offering of securities.
(3) The information contained on this website is subject to change without notice, and no one shall assume from the availability of this website and the information herein that the affairs of vmaxbrokers.com have not changed since the date of this information.
(4) No representation is made as to the propriety or legality of any secondary market trading of any securities issued by vmaxbrokers.com, Any Bank or by anyone in any jurisdiction, and
(5) The information contained on this website speaks as of its date, and vmaxbrokers.com does not hereby obligate itself in any manner to periodically or otherwise to update this information or to maintain the availability of this information.

All information on this website has been obtained by Alchemy Studios, LLC. from sources believed to be reliable but no representation or warranty is made by vmaxbrokers.com as to its accuracy or completeness. Neither vmaxbrokers.com nor any of its members, officers, employees, or advisors, shall be held liable for any use of the information described and/or contained on this website. In no event shall vmaxbrokers.com or its members, officers, employees, or advisors be liable for any direct, indirect, incidental, special, exemplary, or consequential damages however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this website, even if advised of the possibility of such damage. This disclaimer of liability applies to any and all damages and injuries.

About NFT’s And Securities

Non-fungible tokens (NFTs) gained prominence in the news cycle during March 2021 when $69 million was paid in a cryptocurrency known as Ether for a unique digital art piece titled Everydays:

The First 5000 Days.

Regulating NFTs is complicated because the technology encompasses varied applications. Therefore, it is the particular use of a given NFT that will determine its appropriate regulatory regime. For example, NFTs may take the form of collectibles, data associated with a physical item, financial instruments, or permanent records associated with a person, such as marriage licenses or property deeds. Just like digital art in the form of NFTs, our laws and regulations are in a constant struggle to keep pace with rapid introduction and diffusion of technological changes. Unlike digital or cryptocurrencies which are fungible, NFTs are not. The effective regulation of United States securities markets has a significant impact on capital formation, job creation, economic security, and growth of both the American and global economies. In recent years, the advent of the internet has created novel regulatory challenges for the U.S. Securities and Exchange Commission (SEC).

The focus of our Article is how and when an NFT becomes a security for purposes of U.S. securities law. We proceed in six parts. First, we briefly explain the evolution of the digital world and emergence of virtual economies within. Second, we describe blockchain technology and the growth in virtual currencies. Third, we provide an explanation of NFTs along with some examples of their various uses. Fourth, we discuss when an NFT is a security. Fifth, we explore SEC interpretations of when a crypto-asset is a regulatable security. And last, we conclude. Given the importance of U.S. securities markets in fostering job creation and global economic growth, we believe this work contributes to the understanding of this new technology and is of considerable interest to securities issuers, investors, and the regulatory community.

Recommended Citation
Brian Elzweig & Lawrence J. Trautman, When Does a Non-Fungible Token (NFT) Become a Security?, 39 Ga. St. U. L. Rev. 295 (2023).

Available at: https://readingroom.law.gsu.edu/gsulr/vol39/iss2/8