Memorandum of Law Regarding USA Tokens

01-17-2024
uphold
80 Sir Francis Drake Blvd
Suite 3D
Larkspur, CA   94939 

Exchanges on which USA Tokens trade
 Purchasers of USA Tokens
 Customers of Made in USA One LLC

                 Re:          Memorandum of Law Regarding USA Tokens:

 Dear Madam or Sir:

                The undersigned represents Made in USA One LLC, a Wyoming limited liability company (the “Company”), that sponsors the USA Tokens (the “USA Tokens”) which are blockchain minted tokens having a smart contract address 0x550A32566dfA90aa3D3c66De0c22BE3FB532857A.  The USA Tokens are being deployed within the certification framework for "Made in USA" and "Product of USA" compliance. The USA Tokens were minted in 2018 and serve as a cornerstone for transparency, traceability, and compliance in certifying U.S.-made and U.S.-grown goods.

This Memorandum also addresses considerations regarding the Company’s Commercial and Government Entity Code (“CAGE Code”) validation; Federal Acquisition Regulation (“FARS”) compliance; security clearance status; veteran-owned status; and System for Award Management (“SAM”) certified status. The framework aligns with applicable laws, including FTC guidelines and USDA standards.

The Company has requested that the undersigned prepare this memorandum of law regarding the impact of various regulations on the USA Tokens and their operation system and trading of the USA Tokens on token exchanges. In connection with delivering this memorandum of law, the undersigned has relied upon, without independent verification or investigation (i) information from published sources believed to be reliable regarding the tokens and, (ii) representations by the Company regarding the USA Tokens.

                To the extent that matters of fact are involved in the conclusions expressed below, such conclusions are based exclusively upon the matters indicated above, in each case without any attempt by the undersigned independently to verify such matters of fact.  In making the conclusions expressed below, the undersigned also has assumed the genuineness of all signatures on documents submitted to the undersigned as originals, the conformity to the originals of all documents submitted as copies, and the authenticity of all documents submitted to the undersigned as originals.

Overview of the Certification Framework

The Company’s certification framework combines advanced technologies, including blockchain, IoT, and AI, to ensure federal laws and standards compliance. This system enhances accountability and provides comprehensive traceability for products labeled as "Made in USA" or "Product of USA."

Key Features of the Framework:

1. Blockchain-Based USA Tokens: The USA Tokens form the immutable record for certifications linked to each product's lifecycle from creation to end-user delivery.
2. IoT Integration: Real-time data collection using sensors and tracking devices ensures accurate reporting of origin, environmental conditions, and production processes.
3. AI Validation: AI algorithms analyze data to verify labeling and certification standards compliance.
4. CAGE Code Validation: The Company’s CAGE Code ensures the credibility of certifications through U.S. Government-vetted verification processes.
5. Veteran-Owned, SAM-Certified: As a veteran-owned, SAM-registered entity, the Company meets stringent federal and security standards, bolstering trust in its certification ecosystem.

Legal Analysis

1.             Regulatory Compliance

• FTC "Made in USA" Guidelines: The framework ensures that certified products meet the FTC's requirements under 16 CFR Part 323, which mandate that products must be "all or virtually all," with each certification a rating or ranking of US-produced or made in the U.S. content being a numeric value +/- 5% threshold.
• USDA mCOOL Standards: IoT-enabled tracking and blockchain records ensure compliance with 7 CFR Part 65, verifying the origin and production of agricultural goods and processed food.
• FARS Compliance: The framework adheres to the Federal Acquisition Regulation (FARS) standards, ensuring eligibility for government contracts and procurements requiring U.S.-made goods.

2.             Blockchain Integration

• USA Tokens:
• • Minted on the blockchain in 2018, the USA Tokens are immutable proof of certification.
  • Represent certifications as Non-Fungible Tokens (NFTs) to track products’ lifecycle and compliance history.
• Tamper-Proof Ledger: Blockchain technology ensures secure, transparent, and auditable records, accessible to stakeholders, regulators, and consumers.

3.             IoT and AI Enhancements

• IoT devices provide real-time data on location, environmental conditions, and chain-of-custody for certified goods.
• AI-powered algorithms analyze this data to ensure compliance with mCOOL, FTC, and FARS requirements.

4.             CAGE Code and SAM Certification

• The Company’s CAGE Code validates its status as a vetted government supplier, enhancing credibility in certification issuance.
• Being SAM-certified and veteran-owned underscores the Company’s compliance with government standards for contracting and procurement, further assuring stakeholders of the integrity of its certifications.

5.             Classification of USA Tokens

• Commodity, Not Security: The USA Tokens are classified as commodities, serving as utility tokens within the certification framework, without meeting the criteria of an "investment contract" under the Howey Test.
• FARS Applicability: The tokens can be used for certification-related processes in government contracts, ensuring traceability and compliance with federal standards.

Memorandum Conclusions

Based on the facts provided and applicable laws:

1. Regulatory Compliance: The MADE IN USA ONE certification framework complies with FTC, USDA mCOOL, and FARS requirements, ensuring that certified products meet legal standards for labeling and origin claims.
2. Blockchain Validity: Using USA Tokens and NFTs for certification provides a legally sound and immutable method for traceability and compliance.
3. Government Standards: The Company’s CAGE Code validation, SAM certification, and veteran-owned status enhance its ability to provide trusted certifications for U.S.-made and U.S.-grown products.
4. Non-Security Classification: The USA Tokens do not constitute securities under the Securities Act of 1933, as they lack investment characteristics and serve as utility tokens for certification and traceability.

The Company’s certification framework, anchored by USA Tokens and enhanced through IoT, AI, and blockchain, establishes a transparent, reliable, and compliant system for certifying "Made in USA" and "Product of USA" goods. The undersigned recommends proceeding with the implementation and integration, subject to ongoing regulatory monitoring.

                Please be advised that the conclusions set forth herein are stated as of the date of this Memorandum of Law.

 Very truly yours,