Water Coin White Paper

Perry Stream source

Glacier-Fed Spring Water as Liquid Gold: The Investment Opportunity of a Lifetime with PSWBT

Executive Summary

Perry Stream Water Backed Tokens (PSWBT) offer a groundbreaking way to invest in real-world assets by providing fractional ownership of legally recognized water rights in New Hampshire. As a utility token, PSWBT merges the stability of tangible commodities with the efficiency and transparency of blockchain technology, creating an innovative, inflation-resistant investment opportunity.

Each token is directly tied to perpetual or renewable water extraction licenses, secured under U.S. property law and documented in state deed registries. By leveraging blockchain’s immutable ledger, PSWBT ensures tamper-proof ownership and facilitates the trading of fractional water rights.

Why PSWBT Is Unique

• Inflation Resistance
  Water’s intrinsic value and growing demand make it a natural hedge against inflation, offering long-term financial stability.

• Transparency and Security
  Blockchain technology ensures traceability and safeguards ownership, while U.S. property law provides legal enforceability.

• Future Flexibility
  Token holders can monetize water extraction through dividends paid in fiat or physical water, based on shareholder votes.

PSWBT delivers a modern, regulated approach to resource-backed investments, serving as a secure, scalable, and ESG-aligned alternative to fiat-pegged stablecoins and speculative digital assets. With a market valuation exceeding $250 million—based on conservative bond pricing—PSWBT is poised to become a cornerstone in the evolving digital asset landscape.

We invite you to join us in democratizing access to this critical resource, building a future where sustainability and innovation converge. Together, we can redefine what it means to invest in liquid gold.

Introduction

Mineral rights—like other commodities—and certain cryptocurrencies, including Bitcoin, are recognized by the SEC as exempt from securities regulation under the Howey test. Established by U.S. courts, the Howey test determines whether a financial instrument qualifies as an “investment contract” and thus falls under securities laws. Transactions involving commodities and tokens conveying tangible rights—such as water or mineral rights—typically fail to meet the Howey test’s criteria, particularly the requirement that profits arise primarily from others’ managerial efforts. Consequently, the SEC has clarified that Bitcoin is not a security; instead, it is regulated by the Commodity Futures Trading Commission (CFTC). Similarly, fractional ownership of mineral rights in Texas and carbon credits also remain outside SEC oversight, as these assets represent direct ownership of tangible commodities.

In contrast, initial coin offerings (ICOs) that promise profits derived from a central entity’s development efforts are classified by the SEC as securities, requiring registration via pathways such as S-1 filings or Reg D exemptions. Heightened regulatory scrutiny has led to fewer ICOs, prompting token offerings to either comply with securities laws or seek alternative frameworks outside the Howey test’s scope.

PSWBT (Perry Stream Water Backed Token) represents a tokenized offering, structured as an NFT, that grants fractional ownership of a water source in New Hampshire. Unlike ICOs dependent on external managerial efforts, PSWBT aligns with commodity-backed precedents—such as fractional mineral rights and carbon credits—ensuring it remains exempt from SEC registration under the Howey test.

The property in question is licensed by the state to produce up to 360,000 gallons of natural spring water per day indefinitely. Similar to landowners with oil or gas rights—who must secure state licenses for extraction—water extraction also requires a valid license. PSWBT provides fractional ownership of the right to extract and sell water under this legal framework. While the existing license allows extraction, it is subject to environmental thresholds comparable to those governing oil and gas industries.

License Status and Future Strategy

The existing water extraction license—originally held by the property’s previous owner—will expire in August 2025 if unused. At the time of purchase, we chose not to acquire this license for two key reasons:

1. Insufficient Market Demand
   The previous owner could not identify a buyer for the license, despite the property being the largest water source in New Hampshire.

2. Future Flexibility
   Our legal team and geologist confirmed the license’s transferability, ensuring we can either assume the existing license or apply for a new one if extraction becomes necessary.

Although we are not currently extracting water, a local market for spring water exists. To the best of our knowledge, smaller wells in the region sell water at wholesale prices of approximately $0.03–$0.05 per gallon, though actual pricing may vary. At the retail level, unbranded spring water exceeds $1 per gallon at major outlets such as Walmart and Costco, with premium brands (e.g., Poland Spring, owned by Nestlé) commanding even higher price points.

We emphasize that these price ranges are estimates based on publicly available information and observed market trends. We strongly encourage all potential investors to conduct independent due diligence, as market conditions, supply agreements, and local factors may impact actual pricing.

Exemption from Howey Test Requirements

Because no water is currently being extracted, PSWBT avoids triggering the Howey test’s requirements. The absence of external managerial efforts and operational activity makes SEC registration unnecessary at this time. Should water extraction commence, shareholders may opt to restructure the arrangement as an S-1 offering, distributing dividends, delivering physical water, or both.

Although PSWBT is already exempt from registration, we are obtaining a no-action letter from the SEC as a proactive step to validate our interpretation and further underscore our commitment to compliance (see Appendix A).

1. Water Coins as an Investment vs. Competing Alternatives

We invite you to explore Perry Stream Water Backed Tokens (PSWBT)—an innovative investment opportunity offering fractional claims on glacier-fed water rights, a resource of undeniable importance to human life and global economic stability. In a world shaped by economic uncertainty, inflationary pressures, and environmental challenges, PSWBT (or “water coins”) stands out as a secure, legally defined property interest, recorded transparently on a blockchain ledger.

1.1 Purpose

The PSWBT structure is designed to minimize reliance on intermediaries and shows strong potential for inflation resilience compared to traditional investment alternatives. Anchored in a real, tangible commodity—water—these water coins provide investors with a secure stake in an essential resource, uniquely positioned to preserve—and potentially increase—real value over time.

Unlike investments tied to corporate performance or speculative market volatility, water coins are rooted in legally recognized property rights to a tangible commodity. Their value stems from scarcity, essentiality, and property-law foundations, rather than fluctuating market sentiment. Collectively, these factors offer a stable underpinning for long-term economic security.

In summary, PSWBT represents a novel cryptocurrency backed by a real-world asset: the legal right to extract and produce spring water under a renewable, perpetual license in New Hampshire. Unlike fiat-collateralized stablecoins (e.g., USDT), PSWBT is linked to a valuable commodity—mineral-rich natural spring water—that holds intrinsic, enduring value.

1.2 Background

• Fiat-Backed Stablecoins
  Tokens such as Tether (USDT) are pegged to fiat reserves (e.g., USD) and rely on centralized entities to maintain those reserves. Fiat currencies, however, are inherently vulnerable to inflation and monetary-policy risks. This centralized structure introduces systemic vulnerabilities, including institutional trust and solvency concerns.

• Commodity-Backed Tokens
  Tokens backed by finite, tangible resources (e.g., gold or oil) hedge against inflation by anchoring value in real-world assets. Water, as a critical commodity, is even more fundamental than gold. It supports human survival, industrial processes, agriculture, and overall economic stability. Its indispensability and scarcity make water a uniquely robust alternative for preserving value in an inflationary environment.

1.3 Motivation

1. Hedge Against Fiat Inflation
   Inflation erodes the value of fiat currencies and fiat-backed assets. In contrast, water—as a finite, indispensable resource—retains and even grows in value in a rapidly changing global economy. Water-backed tokens (WBTs) offer investors a digital currency secured by this life-sustaining commodity, providing a hedge against the vulnerabilities of fiat money.

2. Real Asset Fractionalization
   Blockchain technology enables fractional ownership of water rights via smart contracts on an immutable, globally accessible ledger. PSWBT (Perry Stream Water Backed Tokens) embodies this model by offering direct ownership stakes in water rights. Should water extraction commence, fractional shareholders may choose to receive dividends, physical water, or other benefits—depending on their preferences and operational considerations. This direct link to water rights bolsters the intrinsic value of water-backed tokens (WBTs).

3. Transparency and Security
   Each fractional ownership stake is securely recorded on the blockchain, ensuring PSWBT investors can trust the authenticity and enforceability of their holdings. Blockchain’s inherent transparency provides a tamper-proof record, safeguarding against unauthorized dilution or fraudulent token issuance. This robust system instills confidence in investors while maintaining full traceability and security.

2. Underlying Asset: Water Rights in New Hampshire

2.1 Legally Recognized Resource

• Property and Mineral Rights
  The property at 10 Farr Road, Pittsburg, New Hampshire, encompasses legally recognized mineral and water rights tied to the land. These rights are fully protected under U.S. property law, providing owners with a tangible and enforceable claim to a critical natural resource. This legal framework ensures the security and integrity of ownership for all fractional stakeholders.

• State License
  Large-scale water extraction in New Hampshire requires a state-issued permit. The well on this property is currently licensed to produce up to 360,000 gallons of water per day on a perpetual basis, contingent upon adherence to environmental and regulatory standards. While the existing license will expire in August 2025 if unused, the underlying water rights remain intact, unaffected by the expiration.

  Crucially, the property owner retains the legal ability to:

  1. Reapply for a new license under the same regulatory framework.

  2. Assume the existing license before its expiration, if operational activity is initiated.

  This flexibility ensures the resource remains accessible for future use while complying with New Hampshire’s regulatory standards.

2.2 Perpetual/Renewable Potential

• Rechargeable Resource
  Unlike finite commodities such as oil, water is a renewable resource that naturally replenishes within sustainable limits. This characteristic makes it a reliable, enduring asset for long-term investment. Notably, New Hampshire has never experienced severe drought conditions, further emphasizing the stability and dependability of this water source.

• Future Reissuance
  New Hampshire authorities have a strong track record of reissuing or renewing water extraction permits, particularly for properties that meet environmental and operational standards. This regulatory reliability preserves the water resource’s long-term viability, allowing the property’s extraction potential to adapt to market demand over time. The secure, renewable nature of this resource positions it as a high-value asset in the face of growing global water scarcity.

3. WBT Technical Framework

3.1 Ethereum Smart Contracts

• Token Standard
  Water Backed Tokens (WBT) are implemented as ERC-20 tokens (or an equivalent standard) on the Ethereum blockchain. This widely adopted framework ensures compatibility with decentralized applications (dApps), secure ownership, and seamless transaction capabilities. Each token represents a fractional share of the water-rights entity, creating a transparent and verifiable mechanism for ownership that is both user-friendly and scalable.

• Immutable Supply
  The total token supply is capped at a predetermined maximum (for example, 1,000,000 WBT) to directly reflect the total ownership of the water rights. This immutable supply guarantees that no additional tokens can be minted without explicit on-chain consensus, ensuring investment integrity and protecting holders from unauthorized dilution. Such a structure enhances trust by establishing a tamper-proof and transparent ecosystem.

3.2 Registry Integration

• Legal Recording
  To bridge blockchain-based ownership with traditional property law, the WBT framework incorporates a special-purpose LLC or trust. Ownership of the water rights is transferred to this entity via a legally binding easement or similar instrument. Specifically, the easement:

  1. Grants the LLC or trust exclusive authority to manage, extract, and sell water from the source.

  2. Is formally recorded in the state or county Registry of Deeds, ensuring public notice and legal recognition of ownership.

  Where applicable, the recorded easement references the WBT token’s smart contract address and associated NFT structures, directly linking blockchain records to legal documentation. This hybrid approach ensures transparency and enforceability while maintaining compatibility with blockchain systems.

• Binding Entity
  A special-purpose LLC or trust serves as the legal custodian of the water rights. Its governing documents establish clear terms linking WBT tokens to fractional ownership, guaranteeing:

  1. Proportional Ownership: Each WBT token corresponds to a specific fraction of the water rights managed by the LLC or trust.

  2. Legally Enforceable Claims: Token holders retain direct, enforceable ownership of their fractional interests.

  Additionally, the governing documents outline token holders’ rights and responsibilities, such as:

  1. Revenue Sharing: Allocation of income generated from water extraction or sales.

  2. Voting Rights (Optional): Participation in governance decisions, such as operational priorities or re-licensing.

  3. Dispute Resolution Mechanisms: Transparent frameworks for handling conflicts.

  By integrating decentralized record-keeping with traditional property law, WBT holders benefit from the security and reliability of legally established frameworks, enhanced by the transparency and efficiency of blockchain technology.

3.3 Multi-Custodian Sign-Off (Optional)

• Enhanced Security
  For added security and compliance, a multi-signature model can be introduced for key administrative actions. This feature requires approval from multiple custodians, preventing any single party from unilaterally altering token parameters or transferring assets. Key aspects include:

  1. Custodial Oversight: Licensed commercial banks or similar institutions may act as custodians, overseeing compliance with Anti-Money Laundering (AML) and Know Your Customer (KYC) regulations.

  2. Threshold-Based Approval: Administrative actions require signatures from all—or a predefined majority—of custodians, ensuring both transparency and compliance.

  Example Use Case:
  A multi-signature framework could involve licensed custodians operating as node maintainers on the blockchain network. In this scenario:

  1. Each critical transaction (e.g., asset transfers or modifications to the token’s smart contract) would require validation by all custodians.

  2. This ensures that every action is legally binding and fully verified, protecting token holders from unauthorized changes.

  While this multi-custodian setup strengthens security and aligns with regulatory standards, it is presented as optional to accommodate varying project needs and investor preferences.

4. Comparison to USDT (Fiat-Backed Stablecoins)

4.1 Backing and Inflation Exposure

• USDT (Tether)
  USDT is pegged to USD reserves, meaning its value is directly tied to the purchasing power of the U.S. dollar. While this peg provides short-term stability, it leaves USDT vulnerable to economic shifts. Over time, inflation erodes the USD’s value, causing the real value of USDT to decline proportionally. Key risks include:

  • Monetary Policy Risks: Reliance on fiat exposes holders to central bank policies—such as quantitative easing and interest rate adjustments—that can devalue the currency.

  • Inflationary Pressures: Persistent inflation gradually diminishes the long-term purchasing power of USD reserves, reducing the real value of USDT over time.

  • Counterparty Risk: USDT depends on individual custodian banks to hold USD reserves, introducing significant counterparty risk. If one of these banks fails, USDT holders could face severe losses—a risk absent in WBT’s decentralized, asset-backed model.

• WBT (Water Backed Token)
  WBT is anchored to a tangible, inflation-resistant commodity: water. Unlike USDT, WBT is unaffected by fiat inflation and monetary policy. Its value is tied to a physical resource whose scarcity and essentiality naturally hedge against inflation. Additional advantages include:

  • Tangible Asset Backing: WBT derives value from legally recognized water rights, rather than the solvency or liquidity of a centralized entity.

  • No Counterparty Risk: Unlike fiat-pegged models, WBT eliminates dependence on custodian banks or centralized issuers, significantly reducing counterparty risks.

  • Intrinsic Value: Water is critical and finite, retaining enduring value regardless of economic fluctuations. This offers investors a secure, stable alternative to fiat-backed tokens.

  • Flexibility: WBT holders may receive dividends in physical water, underlining the token’s real-world utility and tangible backing.

4.2 Trust Model

• USDT (Tether)
  Users of USDT rely on Tether Ltd., a centralized entity responsible for maintaining USD reserves that back the stablecoin. This centralized framework introduces key vulnerabilities:

  • Regulatory Scrutiny: Exposure to evolving regulatory environments and compliance requirements.

  • Operational Risks: Dependence on Tether Ltd.’s operational continuity and reserve-management integrity.

  • Limited Auditability: Ongoing questions about the transparency, frequency, and scope of Tether’s reserve attestations.

• WBT (Water Backed Token)
  WBT eliminates reliance on a centralized issuer by anchoring ownership in a tangible, auditable asset—water rights. This model delivers robust, transparent ownership through:

  • Legal Integration: Each WBT token represents a fractional ownership interest in water rights managed by a special-purpose LLC or trust. These rights are formally documented in the local Registry of Deeds, ensuring public, enforceable ownership.

  • Blockchain Transparency: A tamper-proof, verifiable ledger ensures token holders are protected from unauthorized dilution or fraudulent transactions.

  • Auditable Asset-Backed Model: Unlike fiat-backed stablecoins, WBT’s underlying water rights can be independently audited, providing stakeholders additional confidence in the token’s legitimacy and value.

This hybrid model combines the rigor of legal frameworks with the transparency of blockchain, offering a secure, decentralized alternative to fiat-backed stablecoins.

4.3 Transparency and Audits

• USDT (Tether)
  The USDT model depends on periodic reserve attestations by Tether Ltd. While the company claims full backing, several transparency concerns remain:

  • Auditing Standards: Uncertainty regarding the frequency, thoroughness, and scope of audits.

  • Banking Relationships: A lack of clarity about reserve-holding institutions, fueling uncertainty.

  • Regulatory Disclosures: Users must trust Tether’s claims of solvency and adequate reserves, given limited external oversight.

  This opaque structure can undermine user confidence and highlights the fragility of centralized stablecoin models.

• WBT (Water Backed Token)
  By contrast, WBT provides a more transparent and verifiable ownership framework:

  • Public Records: Water-rights ownership is formally documented in the state or county Registry of Deeds, creating publicly accessible, enforceable records.

  • Physical Resource Verification: The well’s capacity and its state extraction license are independently verifiable, offering tangible assurance of the resource’s value and regulatory compliance.

  • Ongoing Audits: Regular audits of the LLC or trust managing the water rights confirm clear title and ongoing adherence to licensing requirements. This includes the ability to renew or reapply for permits as needed.

By combining public legal documentation with blockchain’s transparency, WBT establishes a secure, trustless ownership model. This approach avoids dependence on opaque institutional assurances, positioning WBT as a robust, verifiable alternative to centralized stablecoins.

5. How WBT Remains Inflation-Resistant

1. Finite Resource

Water extraction is inherently constrained by natural limits and regulatory permit caps, making it a resource that is both naturally and legally scarce. Unlike fiat currencies—whose supply can be expanded indefinitely by central banks—water remains finite, reinforcing its enduring value over time.

Water is fundamental to life and global economic stability. Unlike many commodities, water’s essential role cannot be substituted, refined, or replaced by technological advancements. While energy can transition to renewables (such as wind or solar) and metals can often be substituted or recycled, no technology replicates water’s unique properties.

Glacier-fed water is an especially rare and valuable subset of water resources. Renowned for its exceptional purity, it is:

• Naturally low in contaminants.

• Rich in minerals.

• Unmatched in quality.

These characteristics further elevate its scarcity and value, making it highly sought-after in both consumer and industrial markets. By backing WBT with glacier-fed water rights, the token is tied to a resource of unparalleled importance and reliability.

2. Essential Commodity Demand

Essential resource-based assets—such as farmland, water, and energy—have historically proven resilient in inflationary conditions or periods of global currency devaluation. Because water is indispensable, it tends to maintain or even increase its purchasing power over time, thereby serving as a stable, reliable asset class.

Current trends in freshwater availability highlight water’s growing significance:

• Shrinking Reserves: Global freshwater supplies are under increasing pressure from overuse and pollution.

• Escalating Demand: Population growth and industrial expansion are driving unprecedented demand for clean water.

• Environmental Challenges: Climate change and environmental degradation are further straining available resources.

These pressures ensure that water’s relative value continues to rise, making it a critical hedge against inflation. Beyond its fundamental role in human health and agriculture, water is essential for:

• Manufacturing: Many industrial processes rely on consistent access to high-quality water.

• Sustainable Development: As economies transition to greener technologies, water remains a core component of sustainable solutions.

• Economic Stability: Nations and industries depend on secure water access to sustain growth and development.

In a world increasingly defined by scarcity, specific, tangible spring-fed water rights—like those backing WBT—offer unique and enduring value. These rights are well-positioned to outperform both conventional currencies and speculative financial assets, giving investors a reliable hedge against inflation and economic volatility.

3. Limited Token Supply

Water Backed Tokens (WBT) are capped at inception, ensuring that no additional tokens can be minted without explicit consensus. This fixed-supply model aligns with the principles of scarcity that underpin other high-value asset classes, such as gold.

As demand for water rights rises and availability declines, the underlying value of WBT’s asset base appreciates. Consequently, each token’s value increases proportionally. This direct link between asset scarcity and token value ensures that investors benefit directly from the asset’s intrinsic growth.

By combining a limited token supply with the ever-increasing demand for water, WBT presents a robust, inflation-resistant investment vehicle. It aligns with the most secure and proven strategies for preserving long-term value in the face of inflation.

6. Use Cases and Future Potential

6.1 Long-Term Store of Value

Water Backed Tokens (WBT) offer a tangible, inflation-resistant alternative to fiat-pegged stablecoins and speculative digital assets. Unlike fiat currencies—which are prone to inflation and devaluation—WBT is backed by water, a finite and essential resource whose enduring value is rooted in human survival and industrial demand.

As global water scarcity intensifies and demand rises, the value of water is poised for significant appreciation over time. Consequently, WBT holders directly benefit from this growth, making the token an ideal long-term store of value that can outperform traditional investments under inflationary conditions.

6.2 Portfolio Diversification

For both institutional and retail investors, WBT provides a unique opportunity to diversify portfolios with a real-asset-backed token. In contrast to cryptocurrencies that lack intrinsic value, WBT is tied to a critical resource—water.

Adding WBT alongside tangible asset classes such as gold, real estate, or agricultural commodities helps reduce risk exposure while capitalizing on water’s increasing importance as a scarce, indispensable resource. By merging traditional asset-backed investments with blockchain technology, WBT serves as an innovative and stable diversification tool.

6.3 Flexible, Global Market

Leveraging the Ethereum blockchain, WBT enables fractional ownership of water rights and facilitates seamless, borderless 24/7 trading. Unlike conventional water-rights transactions—which can be cumbersome and limited by regional regulations—WBT creates a liquid, global marketplace that democratizes access to a historically exclusive asset class.

This flexibility and accessibility open the market to both institutional stakeholders and retail participants, transforming how investors can engage with and benefit from water rights. WBT stands as a modern investment vehicle, merging real-world utility with the global reach of blockchain technology.

7. Why We Are Applying to Be Listed on Coinbase

Water Backed Tokens (WBT) is a utility token, similar to Bitcoin, and is exempt from SEC registration as a commodity-backed digital asset. As the largest fully U.S.-regulated cryptocurrency exchange, Coinbase is the natural platform for WBT to list and succeed.

Coinbase’s compliance, transparency, and credibility ensure that WBT gains access to:

• Market Liquidity: Seamless transactions and price stability for a global investor base.

• Broad Accessibility: Reaching millions of retail and institutional traders.

• Regulatory Confidence: Reinforcing WBT’s standing as a trusted, tangible-asset-backed token.

We are applying to Coinbase because it is the only fully U.S.-regulated exchange where commodity-backed tokens—like Bitcoin and WBT—can be traded with the highest levels of trust and liquidity. In contrast to Binance, Coinbase operates under full regulatory oversight, making it the ideal partner for WBT’s mission to democratize access to water-backed investments.

8. Why We Feel Coinbase Should Be Interested in Our Listing

Water Backed Tokens (WBT) give Coinbase the opportunity to list a real-asset-backed perpetual bond tied to one of the world’s most critical and inflation-resistant resources: glacier-fed spring water. Holders of WBT receive dividends in gallons of water per day—either physically delivered or monetized through bottlers—based on shareholder votes.

WBT’s market capitalization is calculated using established bond-valuation formulas, providing a guaranteed baseline value. Benchmarked against 30-year U.S. TIPS (which yield around 2.5% and involve higher counterparty risks), WBT offers superior inflation protection. Using a conservative estimate of $0.04 per gallon, the 360,000 gallons per day production generates approximately $14,000 daily (about $5 million annually). Applying a 2% perpetual yield, this asset is valued at $250 million today.

This valuation, based on wholesale water prices alone, excludes potential upside from partnerships with premium water-bottling companies, which could significantly increase profits per gallon. For instance, branding glacier-fed water for retail markets may yield substantially higher returns.

By combining blockchain technology with real-world water rights, WBT delivers a secure, inflation-resistant investment aligned with ESG priorities. Listing WBT on Coinbase allows the platform to broaden its portfolio with a tangible, innovative asset, appealing to investors seeking stability in a volatile economic environment.

9. Conclusion

Water Backed Tokens (WBT) represent a transformative leap in the digital asset space by combining the tangible value of water rights with the transparency and innovation of blockchain technology. Each token is directly linked to legally enforceable water rights, secured by state deed registries and perpetual or renewable extraction licenses. This unique integration offers investors a secure, inflation-resistant opportunity to own a stake in one of the world’s most essential and finite resources: water.

Why WBT Stands Out

1. Inflation Resistance
   Unlike fiat-backed stablecoins such as USDT—tied to the USD and vulnerable to inflation—WBT derives its value from water, a scarce, indispensable resource. As global demand for water continues to grow, this value serves as a natural hedge against inflation, delivering long-term financial stability.

2. Transparency and Security
   By merging legal frameworks with blockchain’s immutability, WBT achieves unparalleled ownership security and traceability. Fractional water rights ownership is recorded in public deed registries and backed by blockchain technology, protecting investors against dilution and fraud.

3. Future Flexibility and Growth Potential
   WBT’s versatility empowers token holders to:

   • Monetize water extraction through partnerships with commercial bottlers.

   • Receive dividends in fiat, physical water, or other tangible assets.

   • Trade ownership seamlessly on a 24/7 global marketplace.

Water Coins: The Maximum-Likelihood Investment

Water is irreplaceable, sustaining life, agriculture, industry, and overall economic stability. Its finite availability and unique properties render it immune to substitution or technological disruption. Glacier-fed water, in particular, offers exceptional purity and scarcity, further boosting its market value.

Using established bond-valuation formulas, WBT delivers a guaranteed market capitalization. At a conservative $0.04 per gallon and a 2% perpetual yield, the daily extraction rights of 360,000 gallons translate into a current bond value exceeding $250 million. This valuation is based on wholesale pricing, with significant upside if premium bottling partnerships are realized.

The Perfect Convergence of Tradition and Technology

WBT brings together the age-old practice of fractional resource ownership—seen in Texas oil leases and mineral rights—with the cutting-edge transparency of blockchain technology. This hybrid model positions WBT as a secure, inflation-resistant investment, appealing to both crypto-savvy individuals and traditional investors seeking real-asset-backed ventures.

A Final Call to Action

Water is life. Water is value. And with WBT, water becomes profit with purpose. By investing in WBT, you secure a stake in the future of resource-backed finance, aligning your financial goals with sustainability and innovation.

Join us in shaping a world where essential resources meet modern technology, creating stability, transparency, and growth for all. Act now to claim your share of this inflation-resistant, ESG-aligned, and mathematically sound asset class.

The future flows with Water Backed Tokens—let your wealth flow with it.

Appendix A: Office of Chief Counsel

Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Request for No-Action Letter Regarding Fractional Ownership of Water Rights

Dear Sir or Madam:

On behalf of HH Research and Management, LLLP (the “Company”), we respectfully request confirmation that the staff of the U.S. Securities and Exchange Commission (“SEC”) will not recommend enforcement action under the Securities Act of 1933, the Securities Exchange Act of 1934, or any other applicable securities laws in connection with the Company’s proposed issuance and subsequent transfer of fractional ownership interests in certain water rights.

Core Assertion

These fractional interests represent tangible, state-law-governed property rights—specifically, fractionalized claims to freshwater resources. They fail every criterion commonly used to define a “security” under federal law. The Company’s approach aligns with longstanding legal precedent and recent SEC guidance, including no-action letters such as TurnKey Jet, Inc. (April 3, 2019) and Pocketful of Quarters, Inc. (July 25, 2019), which clarify when digitally represented, fractionalized assets remain outside the securities framework.

I. Legal and Conceptual Framework

Under SEC v. W.J. Howey Co., 328 U.S. 293 (1946), an instrument must involve:

1. An investment of money,

2. In a common enterprise,

3. With an expectation of profits primarily from the efforts of others,

to be deemed a security.

The Company’s proposed issuance of fractional water rights, represented via TNT-Coins, meets none of these conditions:

1. No Common Enterprise
   Fractional owners hold pro rata shares of a tangible, static asset—water rights—without pooling their interests into a profit-seeking venture. They are individual property owners, not investors in a unified entrepreneurial scheme.

2. No Reliance on Managerial Efforts for Profit
   These water rights are stable property entitlements. Their value does not hinge on any promoter’s or manager’s future actions. Historically, direct interests in commodities or natural resources—where divorced from managerial undertakings—do not constitute securities (SEC v. C.M. Joiner Leasing Corp., 320 U.S. 344 (1943); Woodward v. Terracor, 574 F.2d 1023 (10th Cir. 1978)).

3. No Expectation of Profits from Enterprise Activities
   TNT-Coins promise no dividends, ROI, or speculative appreciation. They are analogous to holding mineral or timber rights—assets valuable in and of themselves, not due to a third party’s efforts. United Housing Foundation, Inc. v. Forman, 421 U.S. 837 (1975), establishes that mere property interests, absent profit expectations from others’ endeavors, lie outside securities definitions.

II. Nature of the Asset: Fractional Water Rights

The Company holds exclusive water rights tied to property in Pittsburg, New Hampshire. Like mineral or timber entitlements, these are discrete legal interests recognized under state property law (Rodriguez v. Banco Cent. Corp., 990 F.2d 7 (1st Cir. 1993)). No extraction currently occurs, and no revenue is generated. The Company’s role is purely passive, providing a framework to hold and transfer these rights. Nothing in this arrangement resembles the entrepreneurial or profit-driven structure required to transform property interests into securities.

III. Alignment with Recent SEC No-Action Precedents

The Company’s stance is consistent with recent SEC no-action letters that define the boundaries of digital and fractionalized assets:

• TurnKey Jet, Inc. (April 3, 2019): The SEC concluded that the tokens were not securities because they offered immediate utility, were not marketed for profit, and did not rely on managerial efforts. Similarly, TNT-Coins serve as property-recording instruments, not speculative securities.

• Pocketful of Quarters, Inc. (July 25, 2019): The SEC found no-action warranted because the tokens offered no expectation of profits and served as a medium of exchange within a closed system. TNT-Coins likewise function as a transparent registry of property claims without any profit-driven inducements.

These precedents accord with the SEC’s FinHub guidance, emphasizing the absence of profit expectations and reliance on managerial efforts as key factors in excluding certain digital assets from securities classification.

IV. Technological Medium: TNT-Coins and Blockchain

TNT-Coins employ blockchain technology for recording ownership. This mechanism enhances transparency and security but does not alter the legal nature of the asset (Noa v. Key Futures, Inc., 638 F.2d 77 (9th Cir. 1980)).

Under ESIGN and UETA, electronic records and signatures possess the same legal effect as traditional contracts. Smart contracts simply serve as modern analogs to deeds or private agreements, improving reliability without introducing securities-like features.

V. Marketing Practices and Public Disclosures

The Company will ensure that all marketing materials:

• Portray TNT-Coins strictly as fractional property interests in water rights.

• Include no references to ROI, dividends, or profit, eliminating any perception of speculative gains or reliance on others’ efforts.

• Emphasize enforceability under state property law, not investment potential.

This approach ensures that no purchaser is misled into viewing TNT-Coins as participation in a common enterprise or a profit-driven model.

VI. Future Commercial Activities and Securities Considerations

Circumstances may evolve. Should water extraction commence and profit distributions to TNT-Coin holders arise—potentially creating an expectation of returns from managerial efforts—the Company will reevaluate its legal obligations. Before undertaking any commercial activity that might invoke securities laws, the Company would register the offering or obtain the necessary approvals (e.g., filing an S-1), ensuring complete compliance with securities regulations.

At present, no such plans exist. TNT-Coins remain property-based interests, not profit-seeking instruments.

VII. Conclusion and Request for No-Action Relief

In light of the facts and precedents outlined:

1. TNT-Coins represent fractional ownership of tangible water rights, historically and legally treated as property interests rather than securities.

2. They fail the Howey test and align with recent no-action letters (e.g., TurnKey Jet, Pocketful of Quarters) confirming that non-profit-seeking, utility-driven, or purely property-based digital records are not securities.

3. The Company is prepared to comply with securities regulations should future activities transform TNT-Coins into profit-driven instruments.

Therefore, the Company respectfully requests that the SEC staff confirm it will not recommend enforcement action under federal securities laws for the proposed issuance and transfer of TNT-Coins. This conclusion follows logically and legally from the asset’s static, tangible nature, the absence of managerial or profit components, and established precedent reaffirming the property-law character of such interests (Tcherepnin v. Knight, 389 U.S. 332 (1967)).

Sincerely,

HH Research and Management, LLLP
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