PrefLogic Investor Portal

PrefLogic, Inc.

Capital Formation Made Easy

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PrefLogic, Inc.
Regulation S Offering Platform


PrefLogic, Inc. (the “Company”) was formed as a Delaware corporation on April 30, 2018. Tokenholders, LLC, formed shortly thereafter is a Delaware limited liability company and wholly owned subsidiary of PrefLogic, Inc. Together with the Company, it will perform technology development, offer a KYC-AML solution and other licensed services.

The Company’s goal is to serve as an “on ramp” for the Security Token Market (as defined below) by providing products and services for issuers that are designed to enable compliance with U.S. securities laws in a streamlined process that is both time and cost efficient for the issuer.

The Company’s core product will be the STO Wizard. Use of the STO Wizard will simplify the token development and issue process of the Company’s “SERC” token. The SERC token marries the distribution power of the blockchain with regulation and consumer protections. The economic ecosystem for these tokens is sometimes hereinafter referred to as the “Security Token Market”).

The Security Token Market is diverse and evolving. Without intending to limit the bounds of what can and should constitute a “security token”, the Company plans to first address the Market by providing services and tools aimed at issuers of tokenized: (i) equity (ie. shares of stock, membership interests (units), and (limited) partnership interests), (ii) synthetic equity (ie. profits interests) in entities and (iii) royalties and revenue rights in entities and assets. The tokenized assets falling under the categories in (i) – (iii) above are hereinafter referred to in this Memorandum as “Security Tokens”.

The Security Token Market aims to marry the distribution power of the ICO and established regulatory requirements of the traditional marketplace to provide Investor protection and confidence, automation of process and efficiencies in cost and settlement times.


PrefLogic, Inc.
Regulation S Offering Platform

summary of operations

Market Introduction

In a very brief recent period, Initial Coin Offerings (ICOs) have introduced the financial world to a new method of capital formation that uses blockchain technology to achieve asset tokenization. This distribution platform has introduced more than 4,000 projects to investors worldwide and has attracted more than $13 billion in investment. The time has come to combine the practical benefits of this new technology with the regulation of securitized transactions that has served as the infrastructure for the wealth of nations over the past 600 years.

Mainstream Momentum

In February 2018, Circle Internet Financial, a firm funded by Goldman Sachs, acquired digital token exchange Poloniex for $400 million. Circle stated that its vision is to create a “robust multi-sided distributed marketplace that can host tokens which represent anything of value,” citing examples such as real estate and equity.

In July 2018, crypto giant Coinbase acquired securities dealer Keystone Capital in order to become an SEC-regulated broker dealer, opening the doors for the compliant trading of securities on the blockchain. As expressed in a blog post written by Coinbase’s president and  COO, Asiff Hirji:

“We can envision a world where we may even work with regulators to tokenize existing types of securities, bringing to this space the benefits of cryptocurrency-based markets — like 24/7 trading, real-time settlement, and chain-of-title.”

Additionally, in May 2018 the Boston Stock Exchange announced a partnership with Overstock subsidiary tZero, aimed at launching the first regulated Security Token exchange.

As crypto and traditional finance merge to launch Security Token exchanges, this market is poised to evolve. PrefLogic’s goal is to be strategically positioned as a premiere gateway for this sector, where our client-issuers could be among the first to build tokens to trade on these new exchanges.

The PrefLogic Solution

PrefLogic plans to serve the traditional and crypto investor markets where they intersect, with the goal of helping merge the distribution capabilities of the crypto market with the regulated investment structures that underpin investor confidence.

The PrefLogic STO Wizard is capable of auto-building Security Tokens based on our proprietary SERC framework. With a library of dozens of customizable smart contracts, the STO Wizard will generate for each client-issuer a SERC token embedded with the issuer's customized smart contract as well as applications that will assist the issuer in complying with the regulations specific to the SEC offering exemption that the issuer elects. The STO Wizard today can provide applications specific for offerings under Reg D, Reg CF, or Reg S; we are at work on an application specific to a Reg A+ offering.

With lean and adaptable contract architecture, PrefLogic’s goal is to stay in step with changing technology, regulations, and outside innovation. We believe this will enable us to maintain our status in the industry after the STO Token Gateway has been launched.

The PrefLogic STO Wizard holds the promise of allowing Anyone to tokenize ownership of Anything of value!


PrefLogic, Inc.
Regulation S Offering Platform

Company Management Team

The Company is currently managed by seasoned business and sector professionals dedicated to the success of the Company and efficient execution of its planned operations.

Chris Corica


Chief Executive Officer

A successful NY banker who dislikes centralized banking, Chris Corica currently acts as a Community-to-Management liaison for a Top 50 market cap Crypto. Chris is the CEO and Founder of Queen City Funding, Inc. where he focuses on development in the City of Buffalo. He’s also a real-estate consultant for a reputable US hedge fund.

Todd Wier



Todd is a business development professional with experience in technology and finance. Recently his duties included management of a privately owned Asset Fund. Previously Todd founded and served as CEO of TEK21, who developed web based applications for several major brands: MGM, Capitol Records & Budweiser, etc.

Mike Brennan


Chief Operations Officer

Mike is a versatile software developer and entrepreneur that has worked for one of the largest high-tech retail companies in the world as a senior software engineer. Mike holds an M.B.A. and has 15+ years of experience in the tech space. He enjoys understanding complex systems and solving hard technical problems. He is passionate about building large scale data systems and cares about high-quality work as well as getting things done.



Chief Technology Officer

Bob has 11 years of experience designing, developing and implementing software systems ranging from critical business systems and massive data migration projects to highly available e-commerce websites. Since 2016 he has led the development and rollout of a new website platform Zappos in service to the largest online retailer in the world. Bob is a polyglot engineer with expertise in Elixir, Java, JavaScript, Solidity, and Perl, with a passion for security and driving innovation.

Lance Woodson


Chief Information Officer

Lance began mining Bitcoin in 2012, and now uses his network automation experience to maintain an Ethereum mining data center. He previously advised an IoT research facility for Lockheed Martin, built data centers with Cisco Systems and taught service provider routing with Juniper Networks.

The Founders believe that the versatility, transparency and liquidity characteristics of Security Tokens have the power to reshape the worldwide capital formation process by providing cost effective capital for innovation and liquidity to trillions of dollars currently locked up in real estate assets or business process.


PrefLogic, Inc.
Regulation S Offering Platform

terms of the offering


Minimum Subscription: $2,500 (2500 Shares)

The Company is offering up to 2,000,000 shares of Common Stock, at a price of $1.00 per share, for total proceeds of up to $2,000,000.00.


Please complete the contact form and we will get back to you about any questions you have about our offering.


1416 Sweet Home Road Suite 9B

Amherst, NY 14228

(716) 650-4123

PrefLogic, Inc.
Regulation S Offering Platform

so much more than what you see

prospect dashboard

The PrefLogic, Inc. Regulation S Investor Portal provides the opportunity to learn about our investment opportunity. Once registered, you will have:

  • Access to the Private Placement Memorandum, which outlines our company and gives greater detail about our offering;
  • Access to our SEC filing;
  • View real time offering metrics of how far along we are in the offering process;
  • View a timeline of your progress in the investment process;
  • View company contact information and send email directly to the administrator;
  • Easily upgrade your account with the click of a button.

Once your account is upgraded you will have additional access including:

  • The ability to complete the subscription documents via download or online;
  • Upload of subscription and accredidation documents as applicable;
  • Specific process information for investing and instructions on transfer of investment funds;
  • Access to company shared quarterly / annual reports, Financial documents and Supporting Documents;
  • Access to the Asset Portfolio as applicable;
  • Access to News articles written by the company;
  • Access to documents associated with your account.