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Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto
Vitalik
4 years ago
An approximate introduction to how zk-SNARKs are possible (part 2)
If tasked with the problem of coming up with a zk-SNARK protocol, many people would make their way to this point and then get stuck and give up. How can a verifier possibly check every single piece of the computation, without looking at each piece of the computation individually? But it turns out that there is a clever solution.
Polynomials
Polynomials are a special class of algebraic expressions of the form:
- x+5
- x^4
- x^3+3x^2+3x+1
- 628x^{271}+318x^{270}+530x^{269}+…+69x+381
i.e. they are a sum of any (finite!) number of terms of the form cx^k
There are many things that are fascinating about polynomials. But here we are going to zoom in on a particular one: polynomials are a single mathematical object that can contain an unbounded amount of information (think of them as a list of integers and this is obvious). The fourth example above contained 816 digits of tau, and one can easily imagine a polynomial that contains far more.
Furthermore, a single equation between polynomials can represent an unbounded number of equations between numbers. For example, consider the equation A(x)+ B(x) = C(x). If this equation is true, then it's also true that:
- A(0)+B(0)=C(0)
- A(1)+B(1)=C(1)
- A(2)+B(2)=C(2)
- A(3)+B(3)=C(3)
And so on for every possible coordinate. You can even construct polynomials to deliberately represent sets of numbers so you can check many equations all at once. For example, suppose that you wanted to check:
- 12+1=13
- 10+8=18
- 15+8=23
- 15+13=28
You can use a procedure called Lagrange interpolation to construct polynomials A(x) that give (12,10,15,15) as outputs at some specific set of coordinates (eg. (0,1,2,3)), B(x) the outputs (1,8,8,13) on thos same coordinates, and so forth. In fact, here are the polynomials:
- A(x)=-2x^3+\frac{19}{2}x^2-\frac{19}{2}x+12
- B(x)=2x^3-\frac{19}{2}x^2+\frac{29}{2}x+1
- C(x)=5x+13
Checking the equation A(x)+B(x)=C(x) with these polynomials checks all four above equations at the same time.
Comparing a polynomial to itself
You can even check relationships between a large number of adjacent evaluations of the same polynomial using a simple polynomial equation. This is slightly more advanced. Suppose that you want to check that, for a given polynomial F, F(x+2)=F(x)+F(x+1) with the integer range {0,1…89} (so if you also check F(0)=F(1)=1, then F(100) would be the 100th Fibonacci number)
As polynomials, F(x+2)-F(x+1)-F(x) would not be exactly zero, as it could give arbitrary answers outside the range x={0,1…98}. But we can do something clever. In general, there is a rule that if a polynomial P is zero across some set S=\{x_1,x_2…x_n\} then it can be expressed as P(x)=Z(x)*H(x), where Z(x)=(x-x_1)*(x-x_2)*…*(x-x_n) and H(x) is also a polynomial. In other words, any polynomial that equals zero across some set is a (polynomial) multiple of the simplest (lowest-degree) polynomial that equals zero across that same set.
Why is this the case? It is a nice corollary of polynomial long division: the factor theorem. We know that, when dividing P(x) by Z(x), we will get a quotient Q(x) and a remainder R(x) is strictly less than that of Z(x). Since we know that P is zero on all of S, it means that R has to be zero on all of S as well. So we can simply compute R(x) via polynomial interpolation, since it's a polynomial of degree at most n-1 and we know n values (the zeros at S). Interpolating a polynomial with all zeroes gives the zero polynomial, thus R(x)=0 and H(x)=Q(x).
Going back to our example, if we have a polynomial F that encodes Fibonacci numbers (so F(x+2)=F(x)+F(x+1) across x=\{0,1…98\}), then I can convince you that F actually satisfies this condition by proving that the polynomial P(x)=F(x+2)-F(x+1)-F(x) is zero over that range, by giving you the quotient:
H(x)=\frac{F(x+2)-F(x+1)-F(x)}{Z(x)}
Where Z(x) = (x-0)*(x-1)*…*(x-98).
You can calculate Z(x) yourself (ideally you would have it precomputed), check the equation, and if the check passes then F(x) satisfies the condition!
Now, step back and notice what we did here. We converted a 100-step-long computation into a single equation with polynomials. Of course, proving the N'th Fibonacci number is not an especially useful task, especially since Fibonacci numbers have a closed form. But you can use exactly the same basic technique, just with some extra polynomials and some more complicated equations, to encode arbitrary computations with an arbitrarily large number of steps.
see part 3
forkast
3 years ago
Three Arrows Capital collapse sends crypto tremors
Three Arrows Capital's Google search volume rose over 5,000%.
Three Arrows Capital, a Singapore-based cryptocurrency hedge fund, filed for Chapter 15 bankruptcy last Friday to protect its U.S. assets from creditors.
Three Arrows filed for bankruptcy on July 1 in New York.
Three Arrows was ordered liquidated by a British Virgin Islands court last week after defaulting on a $670 million loan from Voyager Digital. Three days later, the Singaporean government reprimanded Three Arrows for spreading misleading information and exceeding asset limits.
Three Arrows' troubles began with Terra's collapse in May, after it bought US$200 million worth of Terra's LUNA tokens in February, co-founder Kyle Davies told the Wall Street Journal. Three Arrows has failed to meet multiple margin calls since then, including from BlockFi and Genesis.
Three Arrows Capital, founded by Kyle Davies and Su Zhu in 2012, manages $10 billion in crypto assets.
Bitcoin's price fell from US$20,600 to below US$19,200 after Three Arrows' bankruptcy petition. According to CoinMarketCap, BTC is now above US$20,000.
What does it mean?
Every action causes an equal and opposite reaction, per Newton's third law. Newtonian physics won't comfort Three Arrows investors, but future investors will thank them for their overconfidence.
Regulators are taking notice of crypto's meteoric rise and subsequent fall. Historically, authorities labeled the industry "high risk" to warn traditional investors against entering it. That attitude is changing. Regulators are moving quickly to regulate crypto to protect investors and prevent broader asset market busts.
The EU has reached a landmark deal that will regulate crypto asset sales and crypto markets across the 27-member bloc. The U.S. is close behind with a similar ruling, and smaller markets are also looking to improve safeguards.
For many, regulation is the only way to ensure the crypto industry survives the current winter.
Jonathan Vanian
4 years ago
What is Terra? Your guide to the hot cryptocurrency
With cryptocurrencies like Bitcoin, Ether, and Dogecoin gyrating in value over the past few months, many people are looking at so-called stablecoins like Terra to invest in because of their more predictable prices.
Terraform Labs, which oversees the Terra cryptocurrency project, has benefited from its rising popularity. The company said recently that investors like Arrington Capital, Lightspeed Venture Partners, and Pantera Capital have pledged $150 million to help it incubate various crypto projects that are connected to Terra.
Terraform Labs and its partners have built apps that operate on the company’s blockchain technology that helps keep a permanent and shared record of the firm’s crypto-related financial transactions.
Here’s what you need to know about Terra and the company behind it.
What is Terra?
Terra is a blockchain project developed by Terraform Labs that powers the startup’s cryptocurrencies and financial apps. These cryptocurrencies include the Terra U.S. Dollar, or UST, that is pegged to the U.S. dollar through an algorithm.
Terra is a stablecoin that is intended to reduce the volatility endemic to cryptocurrencies like Bitcoin. Some stablecoins, like Tether, are pegged to more conventional currencies, like the U.S. dollar, through cash and cash equivalents as opposed to an algorithm and associated reserve token.
To mint new UST tokens, a percentage of another digital token and reserve asset, Luna, is “burned.” If the demand for UST rises with more people using the currency, more Luna will be automatically burned and diverted to a community pool. That balancing act is supposed to help stabilize the price, to a degree.
“Luna directly benefits from the economic growth of the Terra economy, and it suffers from contractions of the Terra coin,” Terraform Labs CEO Do Kwon said.
Each time someone buys something—like an ice cream—using UST, that transaction generates a fee, similar to a credit card transaction. That fee is then distributed to people who own Luna tokens, similar to a stock dividend.
Who leads Terra?
The South Korean firm Terraform Labs was founded in 2018 by Daniel Shin and Kwon, who is now the company’s CEO. Kwon is a 29-year-old former Microsoft employee; Shin now heads the Chai online payment service, a Terra partner. Kwon said many Koreans have used the Chai service to buy goods like movie tickets using Terra cryptocurrency.
Terraform Labs does not make money from transactions using its crypto and instead relies on outside funding to operate, Kwon said. It has raised $57 million in funding from investors like HashKey Digital Asset Group, Divergence Digital Currency Fund, and Huobi Capital, according to deal-tracking service PitchBook. The amount raised is in addition to the latest $150 million funding commitment announced on July 16.
What are Terra’s plans?
Terraform Labs plans to use Terra’s blockchain and its associated cryptocurrencies—including one pegged to the Korean won—to create a digital financial system independent of major banks and fintech-app makers. So far, its main source of growth has been in Korea, where people have bought goods at stores, like coffee, using the Chai payment app that’s built on Terra’s blockchain. Kwon said the company’s associated Mirror trading app is experiencing growth in China and Thailand.
Meanwhile, Kwon said Terraform Labs would use its latest $150 million in funding to invest in groups that build financial apps on Terra’s blockchain. He likened the scouting and investing in other groups as akin to a “Y Combinator demo day type of situation,” a reference to the popular startup pitch event organized by early-stage investor Y Combinator.
The combination of all these Terra-specific financial apps shows that Terraform Labs is “almost creating a kind of bank,” said Ryan Watkins, a senior research analyst at cryptocurrency consultancy Messari.
In addition to cryptocurrencies, Terraform Labs has a number of other projects including the Anchor app, a high-yield savings account for holders of the group’s digital coins. Meanwhile, people can use the firm’s associated Mirror app to create synthetic financial assets that mimic more conventional ones, like “tokenized” representations of corporate stocks. These synthetic assets are supposed to be helpful to people like “a small retail trader in Thailand” who can more easily buy shares and “get some exposure to the upside” of stocks that they otherwise wouldn’t have been able to obtain, Kwon said. But some critics have said the U.S. Securities and Exchange Commission may eventually crack down on synthetic stocks, which are currently unregulated.
What do critics say?
Terra still has a long way to go to catch up to bigger cryptocurrency projects like Ethereum.
Most financial transactions involving Terra-related cryptocurrencies have originated in Korea, where its founders are based. Although Terra is becoming more popular in Korea thanks to rising interest in its partner Chai, it’s too early to say whether Terra-related currencies will gain traction in other countries.
Terra’s blockchain runs on a “limited number of nodes,” said Messari’s Watkins, referring to the computers that help keep the system running. That helps reduce latency that may otherwise slow processing of financial transactions, he said.
But the tradeoff is that Terra is less “decentralized” than other blockchain platforms like Ethereum, which is powered by thousands of interconnected computing nodes worldwide. That could make Terra less appealing to some blockchain purists.
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Andy Murphy
3 years ago
Activating Your Vagus Nerve
11 science-backed ways to improve health, happiness, healing, relaxation, and mental clarity.
Vagus nerve is the main parasympathetic nervous system component.
It helps us rest and digest by slowing and stabilizing a resting heart rate, slowing and stabilizing the breath, promoting digestion, improving recovery and healing times, producing saliva, releasing endorphins and hormones like dopamine, oxytocin, and serotonin, and boosting the immune, digestive, and cardiovascular systems.
The vagus nerve sends anti-inflammatory signals to other parts of the body and is located behind the tongue, in the throat, neck, heart, lungs, abdomen, and brainstem.
Vagus means wandering in Latin. So, it's bold.
Here are 11 proven ways to boost health, happiness, and the vagus nerve.
1. Extend
“Yoga stimulates different nerves in your body, especially the vagus nerve that carries information from the brain to most of the body’s major organs, slows everything down and allows self-regulation. It’s the nerve that is associated with the parasympathetic system and emotions like love, joy, and compassion.” — Deepak Chopra
Stretching doesn't require a yoga background.
Listen to your body and ease into simple poses. This connects the mind and body.
If you're new to yoga or don't have access to an in-person class, try Yoga with Adrienne. Over 600 YouTube videos give her plenty of material.
2. Inhale
Because inhaling and exhaling activate the autonomic nervous system, we can breathe to relax.
Exhaling activates the parasympathetic nervous system (rest and digest). One inhales stress, the other exhales it.
So, faster or more intense breathing increases stress. Slower breathing relaxes us.
Breathe slowly, smoothly, and less.
Rhythmic breathing helps me relax.
What to do is as follows:
1. Take 4 smooth, forceless nose breaths.
2. Exhale smoothly and forcefully for 4 seconds
3. Don't pause at the inhale or exhale.
4. Continue for 5 minutes/40 breaths
5. Hold your breath as long as comfortable.
6. Breathe normally.
If four seconds is too long, try breathing in and out for two seconds, or in and out for three seconds, until your breath naturally relaxes. Once calmer, extend your breath.
Any consistent rhythm without force is good. Your heart will follow your lead and become coherent.
3. Chant/Hum
Singing, chanting, or humming activate the vagus nerve through the back of the throat.
Humming emits nitric oxide.
Nitric oxide improves blood circulation, blood flow, heart health, and blood pressure.
Antiviral, antibacterial, anti-inflammatory, antioxidant, and antimicrobial properties kill viruses and bacteria in the nose and throat.
Gargling water stimulates the vagus nerve.
Simple ways to heal, boost energy, and boost mood are often the healthiest. They're free and can be done anywhere.
4. Have more fun
Laughing stimulates the throat muscles, activating the vagus nerve. What's not to like? It releases dopamine.
Take time to enjoy life. Maybe it's a book, podcast, movie, socializing with friends, or laughing yoga.
Follow your bliss, as Joseph Campbell says.
Laugh at yourself
Actually. Really.
Gagging activates vagus nerve-connected muscles. Some doctors use the gag reflex to test the vagus nerve.
Grossness isn't required. While brushing, gag quickly. My girlfriend's brother always does it.
I'm done brushing when I gag, he says.
6. Take in the outdoors
Nature relaxes body and mind. Better if you can walk barefoot.
Earthing is associated with hippies dancing in daisies.
Science now supports hippies.
7. Enter some chilly water.
The diving reflex activates the vagus nerve when exposed to cold water.
The diving reflex involves holding your breath in cold water. Cold showers work best.
Within minutes of being in cold water, parasympathetic nervous system activity, which calms the body, increases.
8. Workout
Exercise increases dopamine, blood circulation, and breathing. So we feel energized, calm, and well-rested.
After resting, the parasympathetic nervous system engages.
It's worth waiting for, though.
9. Play music with brainwaves
Brainwave music harmonizes brainwave activity, boosts productivity and mental clarity, and promotes peace and relaxation by stimulating the vagus nerve.
Simply play a song.
My favorite.
10. Make gentle eyes
Eyes, like breath, often reflect inner state. Sharp, dilated, focused eyes indicate alertness.
Soft, open eyes reflect relaxation and ease. Soft eyes relax the nervous system.
This practice reduces stress, anxiety, and body tension. It's a quick and effective way to enter a calm, peaceful state.
Wild animals can be hunted one minute and graze the next.
Put it into action:
Relax while seated.
Gaze at a distant object
Use peripheral vision while looking straight ahead
Without moving your eyes, look up and down. Connect side spaces to your vision.
Focus on everything as your eyes soften.
Keep breathing
Stay as long as you like
11. Be intimate
We kiss, moan, and breathe deeper during love. We get dopamine, oxytocin, serotonin, and vagus nerve stimulation.
Why not?
To sum up
Here are 11 vagus nerve resets:
Stretch
Breathe
Hum/Chant
More humor
Amuse yourself
Spend time outdoors
Leap into chilly water
Exercise
Play music with brainwaves.
Make gentle eyes.
Be intimate
If these words have inspired you, try my favorite breathwork technique. Combining breathing, chanting, and brainwave music. Win-win-win :)
Tim Denning
3 years ago
I Posted Six Times a Day for 210 Days on Twitter. Here's What Happened.
I'd spend hours composing articles only to find out they were useless. Twitter solved the problem.
Twitter is wrinkled, say critics.
Nope. Writing is different. It won't make sense until you write there.
Twitter is resurgent. People are reading again. 15-second TikToks overloaded our senses.
After nuking my 20,000-follower Twitter account and starting again, I wrote every day for 210 days.
I'll explain.
I came across the strange world of microblogging.
Traditional web writing is filler-heavy.
On Twitter, you must be brief. I played Wordle.
Twitter Threads are the most popular writing format. Like a blog post. It reminds me of the famous broetry posts on LinkedIn a few years ago.
Threads combine tweets into an article.
Sharp, concise sentences
No regard for grammar
As important as the information is how the text looks.
Twitter Threads are like Michael Angelo's David monument. He chipped away at an enormous piece of marble until a man with a big willy appeared.
That's Twitter Threads.
I tried to remove unnecessary layers from several of my Wordpress blog posts. Then I realized something.
Tweeting from scratch is easier and more entertaining. It's quicker and makes you think more concisely.
Superpower: saying much with little words. My long-form writing has improved. My article sentences resemble tweets.
You never know what will happen.
Twitter's subcultures are odd. Best-performing tweets are strange.
Unusual trend: working alone and without telling anyone. It's a rebellion against Instagram influencers who share their every moment.
Early on, random thoughts worked:
My friend’s wife is Ukrainian. Her family are trapped in the warzone. He is devastated. And here I was complaining about my broken garage door. War puts everything in perspective. Today is a day to be grateful for peace.
Documenting what's happening triggers writing. It's not about viral tweets. Helping others matters.
There are numerous anonymous users.
Twitter uses pseudonyms.
You don't matter. On sites like LinkedIn, you must use your real name. Welcome to the Cyberpunk metaverse of Twitter :)
One daily piece of writing is a powerful habit.
Habits build creator careers. Read that again.
Twitter is an easy habit to pick up. If you can't tweet in one sentence, something's wrong. Easy-peasy-japanese.
Not what I tweeted, but my constancy, made the difference.
Daily writing is challenging, especially if your supervisor is on your back. Twitter encourages writing.
Tweets evolved as the foundation of all other material.
During my experiment, I enjoyed Twitter's speed.
Tweets get immediate responses, comments, and feedback. My popular tweets become newspaper headlines. I've also written essays from tweet discussions.
Sometimes the tweet and article were clear. Twitter sometimes helped me overcome writer's block.
I used to spend hours composing big things that had little real-world use.
Twitter helped me. No guessing. Data guides my coverage and validates concepts.
Test ideas on Twitter.
It took some time for my email list to grow.
Subscribers are a writer's lifeblood.
Without them, you're broke and homeless when Mark Zuckerberg tweaks the algorithms for ad dollars. Twitter has three ways to obtain email subscribers:
1. Add a link to your bio.
Twitter allows bio links (LinkedIn now does too). My eBook's landing page is linked. I collect emails there.
2. Start an online newsletter.
Twitter bought newsletter app Revue. They promote what they own.
I just established up a Revue email newsletter. I imported them weekly into my ConvertKit email list.
3. Create Twitter threads and include a link to your email list in the final tweet.
Write Twitter Threads and link the last tweet to your email list (example below).
Initial email subscribers were modest.
Numbers are growing. Twitter provides 25% of my new email subscribers. Some days, 50 people join.
Without them, my writing career is over. I'd be back at a 9-5 job begging for time off to spend with my newborn daughter. Nope.
Collect email addresses or die trying.
As insurance against unsubscribes and Zucks, use a second email list or Discord community.
What I still need to do
Twitter's fun. I'm wiser. I need to enable auto-replies and auto-DMs (direct messages).
This adds another way to attract subscribers. I schedule tweets with Tweet Hunter.
It’s best to go slow. People assume you're an internet marketer if you spam them with click requests.
A human internet marketer is preferable to a robot. My opinion.
210 days on Twitter taught me that. I plan to use the platform until I'm a grandfather unless Elon ruins it.
Datt Panchal
3 years ago
The Learning Habit
The Habit of Learning implies constantly learning something new. One daily habit will make you successful. Learning will help you succeed.
Most successful people continually learn. Success requires this behavior. Daily learning.
Success loves books. Books offer expert advice. Everything is online today. Most books are online, so you can skip the library. You must download it and study for 15-30 minutes daily. This habit changes your thinking.
Typical Successful People
Warren Buffett reads 500 pages of corporate reports and five newspapers for five to six hours each day.
Each year, Bill Gates reads 50 books.
Every two weeks, Mark Zuckerberg reads at least one book.
According to his brother, Elon Musk studied two books a day as a child and taught himself engineering and rocket design.
Learning & Making Money Online
No worries if you can't afford books. Everything is online. YouTube, free online courses, etc.
How can you create this behavior in yourself?
1) Consider what you want to know
Before learning, know what's most important. So, move together.
Set a goal and schedule learning.
After deciding what you want to study, create a goal and plan learning time.
3) GATHER RESOURCES
Get the most out of your learning resources. Online or offline.