Adventurous Entertainment LLC is a Florida based company aiming to become a leader in the blockchain industry. It was created on June 28, 2016, and so far, it has been having a continued growth.  On August 2017 we start doing business as Mercury Cash, operating as a registered Money Services Business (MSB) pursuant to the Bank Secrecy Act (BSA) regulations at 31 CFR 1022.380(a)-(f), and a Money Transmitter pursuant to regulation at 31 CFR 103.11(uu)(5), under Money Transmitter License in the State of Florida. Nowadays Mercury Cash has +10,000 clients and manages over $5 million dollars in monthly volume transactions.

Like any other startup, we needed to raise capital for the company´s operation and the incorporation of more products and services. The rise of capital was made upon a sale of securities offered 1) to U.S. Persons pursuant to a claim of exemption under Section 517.061(19) of the Florida Securities and Investor Protection Act and Rule 69w-500.016 thereunder and pursuant to an exemption under section 4(a)(2) of the securities act of 1933 and rule 506(c) of Regulation D thereunder, and 2) to Investors who were not U.S. Persons pursuant to Regulation S (17 CFR §§ 230.901—230.905) promulgated by the United States Securities and Exchange Commission (SEC).

We were really careful in enforcing the regulatory framework and SEC requirements pursuant a sell of securities, as our legal department worked really hard along with the Legal Counsel of our Company John C. Lessel, to whom I am grateful with, for his representation in front of the SEC, and his professionalism.

Nevertheless, we have had several issues with the SEC that stopped the offering.  The core issues were 1) using the name Miami Crypto Exchange for a product we intended to launch as an Alternative Trading System (ATS) to become a fully compliant exchange for Security Tokens, as the word “Exchange” or derivations of the word “exchange,”  shall not be used in the name of an ATS, and 2) in short, for some misunderstanding in the offering documents and marketing strategy of the offering.

These issues, plus the Government Shutdown imposed by the President Donald Trump, diluted the time to re-open the offering. So, in order to hustle the resolution of the discussion we have been advised to close the offering and return the money back to the investors.  The Company raised more than $240,000 USD from 120 investors along with the Regulation S, so on April 17, 2019, the entirety of the investment was a return to the investors. Accordingly, on April 22 a letter was sent to the SEC indicating the funds had been disbursed, and on May 3 we finally got the Termination Letter from the SEC, which concluded the investigation to our Company, and where at this moment do not intend to recommend an enforcement action by the Commission against the Company.

I want to make clear, that the Company has conducted its offerings in good faith and with full intent to comply with all applicable securities laws. This intent is evidenced by all the documents provided to the SEC in order to collaborate with the investigation, such as the private placement memoranda, the screening steps, the filing of a Form D for the Regulation D offering and the Company’s cooperation in the SEC inquiry. The documents placed on the internet was done without any intent to violate the securities laws and arose from the inexperience of the Company’s officers in these matters. The SEC and the investors have the Company assurance that further activity will be done with the advice of counsel.


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