It is no longer safe to be in the ICO arena without the blessing of the SEC

The most recent actions by the Securities Exchange Commission (SEC) demonstrate that it is time for projects and companies to rethink those carefully worded conclusions that considered their ICO and digital asset trading activities to be outside of SEC regulation or enforcement actions. And even for entities that are just transacting with companies at risk, it is time to raise the bar on the due diligence scrutiny.

1_lid5NoZ7sPS8OMfoMNy6_QTwo weeks ago (on 11/16/2018), the SEC released a Statement on Digital Asset Securities Issuance and Trading that briefly outlines the most recent enforcement activity in the space, as well as sets the tone for further actions to come. The statement focuses on the Commission’s Division of Corporation Finance actions involving AirFox, Paragon, Crypto Asset Management, TokenLot, and the well-publicized settlement of charges by the SEC against Zachary Coburn, founder of EtherDelta.

All of these actions focus primarily on the premise that the SEC considers (almost) all cryptocurrencies or tokens to be securities under the Federal Laws. This interpretation was first made public when the SEC issued the DAO Report (July 2017) and was later confirmed by the Munchee Order (Dec 2017).

Then in Feb 2018, Jay Clayton (SEC Chairman) declared at a United States Senate hearing: “I believe every ICO I’ve seen is a security”. A few months later, Willian Hinman (Director of SEC’s Division of Corporation Finance) also confirms the same interpretation in connection with ICOs and related activities.

The last public announcement from the SEC was made again by Jay Clayton just yesterday, during the Consensus: Invest conference in Manhattan, New York. Among other things, he stated: “If you finance a venture with a token offering, you should start with the assumption that it is a security.”.

There are still a number of open investigations and charges will continue to be issued. The SEC has been overemphasizing the concept of the functional approach (that takes into account the relevant facts and circumstances) when assessing whether (i) a digital asset is a security; (ii) a system constitutes an exchange; or (iii) an entity meets the definition of a broker or dealer, in all three cases regardless of how an entity may characterize either itself or the particular activities or technology used to provide the services.

With this functional approach, the SEC’s intended message is really: ‘if it quacks like a duck, come talk to us, or we will come talk to you soon enough’. Or, in the actual words of the SEC: “These two matters demonstrate that there is a path to compliance with the federal securities laws going forward, even where issuers have conducted an illegal unregistered offering of digital asset securities.”

Therefore, at this point, considering how things have evolved, if you are (already or about to get) involved in an ICO or related activity, or even in a transaction with a company involved in that space, you should really make sure that you or your counterpart are on the safe side of this discussion.

The good news: the regulated avenue is probably sufficiently wide for most projects, especially if one decides to use all possible lanes. With the simultaneous use of different exempted issuances (commonly referred to as Regulation D, Regulation A+, Regulation S, just to name a few), it is possible to safely raise considerable amounts of capital from a reasonably vast number of individuals. Yes, restrictions apply. But in the current days, it is becoming more and more clear that it is better to ask for permission than for forgiveness.

Finally, from what I have seen with a variety of projects, it seems that legal fees and regulatory burden are going to be significantly reduced if companies decide to walk hand in hand with the SEC.

Keep an open eye…

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Blockchain mass adoption is right around the corner

It has been 9 years since the creation of Bitcoin. It took 3 to 5 years until it became more generally know. And the great media explosion around cryptocurrencies and blockchain only happened in 2015 or 2016. It is still an extremely new technology.

Even after cryptocurrencies went mainstream, the vast majority of people still do not understand them, or the concept behind the blockchain. It is a merge between everything you do not understand about money and everything you do not understand about computers… and although that lack of knowledge does not prevent some from investing in crypto related projects, most people despise (e.g. Warren Buffett) or are still indifferent (many of my friends and family) to the technology.

There is good reason for that.

Human beings are better at understanding use case examples rather than the functionality of things (I have written about this in my first post). This is true, for instance, with regard to the internet – people usually do not have a clue about how HTTP works or about the mechanics of any of the protocols that form the architecture of the internet, but everyone understands its value and what it is useful for.

But blockchain? Why do we need it?

A decent answer to that question is probably too long. I will try a short (less decent) version.

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One of the many things that the internet brought us was the ability to connect to peers in an easier, immediate, costless way. Many established industries have been shaken by this enhanced connectivity. Some few examples are Wikipedia, that replaced a century old industry of encyclopedic knowledge format, or platforms (e.g. the now-defunct Napster) for music/video/content sharing, which revolutionized the way people relate to media, or the services industry (e.g. Airbnb, Uber, among other disruptors), that was extremely impacted by the easiness with which peers currently connect.

Blockchain technology – and the cryptocurrencies enabled by such blockchains – are just one more step into bringing change to a completely interconnected world, with great impact in the financial industry.

Blockchains bring a piece that was missing in the current peer-to-peer revolution – the “trustless” network, where instead of relying on a historically “trusted” individual/entity, like a bank, users will rather rely/trust the decentralized auditing system that embeds the blockchain. If you want more detail on the use of the word “trustless” in the context of blockchain, there is an easy explanation here.

Blockchain technology is even being referred to as Finance 2.0. Still, I am not claiming that the financial institutions will die and a robotic version of them will rise. But in reality, we have to admit that the financial sector has not evolved on the same pace of the technological progression. One may argue: what about all the online tools that banks use and provide their customers with? Although they are a first step, they are really just a veneer that masks the good old 20th century financial industry full of unnecessary bureaucracies and inefficiencies.

However, we have not seen this revolution in the financial sector yet. That is the main reason why so many people struggle with the concepts behind the blockchain – because they have not seen them in use in a massively adopted solution yet. However, this will come, and I guess sooner than later.

In the past 24 months, there was a ton of investment in the blockchain sector. Past the frenzy, and now loaded with cash, these startups are supposed to soon deliver on their promises. We know that many will fail – that is part of the process – yet some will succeed.

Here are some blockchain initiatives you might not have heard of:

The R3 Consortium

The R3 consortium is an initiative with 200+ companies rowing towards developing blockchain technology in a meaningful way.

R3 has a distributed ledger platform intended for businesses, called Corda, with the purpose of being a bridge between various types of industries focusing on the sharing of data and on allowing direct transactions between parties without the need for intermediaries. They have already some small-scale pilot projects that have shown early success.

IBM Hyperledger

The same underlying idea of the R3 consortium but powered by IBM and with the participation of the Linux Foundation. It is also an important player in the market with around 200 companies participating (many of them are also on the R3 consortium) and some projects already being tested/implemented.

And as to banks, a significant portion of the banking industry is actively participating in blockchain initiatives and slowly but surely embracing the concept. As it becomes more and more obvious that the technology has come to stay, it is comprehensible that businesses prefer to surf the wave rather than fight it.

Also, many industries outside the financial sector are exploring blockchain solutions for their businesses, as is the case of the supply chain industry, insurance, real estate,  and telecom. Some examples are:


A blockchain business focused in the supply chain industry, Everledger is currently tracking over 1 million diamonds, and is now targeting fine wine.


Viant focus on asset tracking solutions for the healthcare, oil and gas, and real estate industries.


Provenance is working on a transparent way to trace origin and history of products, in order to easily provide final customers with the whole journey of a product, in a reliable way.


Ubitquity became known as a blockchain company with its first project involving a Land Records Bureau in the city of Pelotas, in the south of Brazil. It is a pilot project that started in 2017 for record keeping of deeds in a safe and reliable way. Sweden has a similar project and many other countries have started testing the concept.

But most importantly, there is a growing race among nations for a prime seat at the blockchain game.

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Several small countries are trying to position themselves ahead of the race, by embracing the blockchain technology and providing regulation in order to allow for a safer environment for investment and growth in this new industry. Bermuda, for instance, has been on the news in recent months for its efforts on this area.

Bermuda has been working on legislation to regulate ICOs and on providing guidance to the Fintech Industry, while at the same time maintaining its high standards in connection with KYC and AML requirements. Bermuda has also partnered with Bitfury to start using the blockchain for the island property deed’s system.

As reported by Coindesk here, this phrase by the Bermuda Premier David Burt encapsulates the whole concept: “Small ships can turn quickly. That’s the beauty of Bermuda”. And Bermuda is not alone. Liechtenstein, Malta, Gibraltar and Papua New Guinea are some examples of nations favoring the new technology and making good use of its ability to quickly turn around new regulation.

It is just a matter of time before one of the big countries jumps in – and then this race will get real traction.

Keep an open eye…

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Want a crash course on cryptocurrencies? Build a mining rig.

At this point in history, a lot of people already know the basics of cryptocurrencies: bitcoin, Ethereum, existence of other coins, the importance of the blockchain, but generally it does not go much further than that.

Again, what is mining?

Many also heard about the concept of “mining”. Mining is the term used for the process of auditing the transactions that were reported on a cryptocurrency network. If the majority of “auditors” agree that since the last audit (each audit happens rather frequently – from seconds to every 10 minutes), a certain person A transferred X amount of a cryptocurrency to person B, then that transaction gets registered in the blockchain and becomes a reality forever.

But how does one become a “miner” or an auditor? All it takes is to download the necessary software into a computer that will do the job and the system (or “mining rig”, as it is called) will do it by itself. So, no, you do not get to sit through thousands of accounting entries to check if they are good or bad. The software does that without much of your interference or knowledge of what is going on.

The software is the same used by thousands of other miners and the idea is that a largely scattered group of auditors will end up creating a trusted network of verification that will make it difficult or too costly for an individual to try to defraud the blockchain.

Some people are familiar with the SETI program that went on for years. This was a NASA sponsored program that at a certain point suggested that everyone that had a computer with internet connection could donate their computer’s idle time / performance to the purpose of analyzing data – from a distance – towards the goal of finding extraterrestrial activity. Many people made their resources available just for the fun of it, or because they found it a noble cause.

This was somewhat the way cryptocurrency mining started. At the time, a few people around the world started dedicating their processing idle time to crypto mining activities – bitcoin, ether, etc., especially since there is a reward attached to it – in the beginning, the reward’s value was not significant, but over time, with the appreciation of the value of tokens like bitcoin or ether, it became a profitable activity. Miners get a reward when they successfully mine a block.

In any case, because the likelihood if getting the reward is directly related to each computer’s performance, mining became a serious business in the last few years, and is currently highly competitive. As competitiveness rises, margins are reduced and all attention goes to cost – cost of electricity devoted to mining (a big component), cost of equipment, maintenance, etc.

Mining Farm (a bunch of mining rigs) in China


And… why is it worth getting into it?

Well, for me, just for the educational aspect. As a hobby, it might be interesting. From a business point of view, nowadays, it is probably not worth it.

In addition to the risks that are faced by every business, the crypto mining business is also specifically affected by:

(i) the number of participants in the industry – there is no barrier to enter and every entrant shares in the limited amount of reward, leading to a tragedy of the commons problem;

(ii) new technologies coming into play – because mining depends on very specific equipment, every threat of a new equipment getting into the market shakes the world of miners, who are usually heavily invested in their current equipment and depending on current outcomes to achieve their expected returns;

(iii) fluctuations in cryptocurrencies, directly impacting the rewards because equipment, energy and still everything else is priced in fiat currency (US dollar, Euro, etc), while the rewards from mining activities are provided in units of the cryptocurrency itself. Therefore, a sudden drop in the cryptocurrency prices (as we are experiencing in these last weeks) makes a huge dent on the business plan of a cryptocurrency mining business;

(iv) regulation; in a still very much unregulated area like the world of cryptocurrency, impending regulation keeps miners awake at night.

In any case, without minding if the venture will be profitable or not, after arming myself with the courage to buy 15 different items from Amazon, I was set for an adventure into a completely new realm of unknown features.

the start of it… I did not know what I was getting into.



As much as I have a passion for technology, I have no IT or tech professional background. The process of building a mining rig actually involves building a computer, that is, buying a motherboard, a CPU, connections, fans, graphic cards (or GPUs), power supply, RAM memory card, etc. There are tons of videos on youtube related to how to build it. I spent quite some time in this learning process.

Just like with a cake recipe, one may have to adapt with what is available – in the absence of white sugar, can I use brown sugar? Or honey? Can I use wheat flour instead or regular flour? How will these small things affect the final outcome? Adapting with computer parts may be more troubling and risky.

I had to adapt a little bit, as the items in the shopping list I got from the youtube lessons were not always available. It worked for the most part, but I had to later replace one item or two, and return another that ended up being unnecessary.

This first mining rig took me a couple of days to build. I am sure that a second (if I ever get to it) would be much easier since I am now more comfortable with the sequence of events, connections, etc., but building it is just the first step.


When it is finally ready to be powered, I found out that the software part was even more complicated than the hardware. Even the “easy” solutions are in fact not so easy if you are not an IT expert.

What I found to be doable was to use I am not sure it is the easiest but since it is widely adopted, there are plenty of videos and reports on how to use the site and how to deal with the different options.

And specifically, the wide variety of options are horrible to deal with. If you do not know what they mean, how can you choose? Should I overclock the memory, or the core, or… what does that mean anyway?

So, I had a lot of trial and error until I got it right. And by the end of the second day, I finally saw a message on the screen indicating that the rig was, after all, mining!


My goal is only educational. I set this rig in order to actually experience this learning curve to become more comfortable with the concepts I still did not understand. I’m getting there. It will still be a while until I fully comprehend the whole process.

If you would like a little more information on the subject, check Mining the Future of Money: Building a GPU Mining Rig by Oscar Lafarga published at,


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Crypto Utopia in Puerto Rico

A number of early cryptocurrency investors has made fortune in the last two years. Many of them American citizens. Upon the sale (or usage) of their crypto assets, capital gain taxes are due (more about taxes here). In some cases, these investors would owe a little fortune to the IRS – except that some of them have moved or are moving to Puerto Rico, where no taxes are due on these capital gains and they can still maintain their US citizenship.

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Puerto Rico has a very unique situation because it is an unincorporated territory of the United States, and as a result, no federal taxation is due to US over Puerto Rican income. If Puerto Rico itself considers such cryptocurrency gains as exempt, then residents pay zero taxes on their crypto profits!

The crypto community in Puerto Rico has been increasing in size in the past months and has been discussing several ideas connected with building their own space while bringing a little relief and work opportunity for the island that has been devastated by hurricanes in 2017.

They call their new city/venue Puertopia. Several plots of land are being bought around San Juan.

In a way, some believe that the tragedy of sequential Hurricanes Irma and Maria in 2017 brought an opportunity to Puerto Rico, as many have decided to embark on a mission to help out the island.

The most prominent figure in the crypto community to embrace the island as a new home is Brock Pierce.

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Mr. Pierce, as he is often referred to, has been extremely active in bringing forward the idea of a crypto community in Puerto Rico and has been trying to create a serious movement towards the rebuilding of the island. More recently, in what can be seen as a bold attempt to dodge the perception that the focus on Puerto Rico is motivated by the tax exemption, Brock has pledged to donate US$ 1 Billion of his cryptocurrency fortune to a blockchain based project in Puerto Rico. Details are yet to be unveiled but his efforts are nonetheless noted.

Brock Pierce, 37, is also known for his career as a child actor, and later in life for his relevant involvement with the creation of a market for online exchanges of videogame virtual assets. From that experience, Pierce got in contact with cryptocurrencies and became one of the early and most successful investors in cryptocurrencies.

There are at least two big conferences on bitcoin/blockchain happening in March and more planned ahead. The whole crypto community is indeed focusing on the island.

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There is still a long way to go until we understand if the movement will be just a tax efficiency maneuver or a sincere effort to help those in need. In any case, first impressions are hard to let go. Cryptocurrencies are still today primarily associated by many with drugs and illegal activity. And the first perception on this exodus to Puerto Rico seems to be associated with escaping taxation. I hope, for the sake of the island, that this perception is proved wrong.

Time will tell.


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Bitcoin and other coins. Should I “hodl” ? What does that mean anyway?

The cryptocurrency space is full of interesting jargon.

You have “money” that is not money. You have “currency” that is not actual currency (and according to the IRS is an asset). “Mining” has nothing to do with a pick on the ground or with using explosives to unearth hidden valuables. You are told to hold you “not money” in a “wallet”, but the wallet is “digital”, unlike any wallet you have always used. And even if you happen to use a “hard wallet”, it looks like a pen drive, not a wallet. Plus, you may face a “hard fork” or a “soft fork”, but none of that are used for eating.

So, nothing more adequate than inventing a new word – H O D L – a verb, that is nothing more than a typo for “HOLD” in a message written in 2013. The message became famous and the term hodl is now used to define the decision to hold to the cryptocurrencies and not selling, despite the crazy valuation in 2016 and 2017 and subsequent wild market fluctuations.

Here is the message where it originally appeared:

bitcoin hold hodl hodling crypto

The new term became widely adopted by the crypto community and morphed into a symbol of belief that this new technology (the blockchains and its coins) is eventually going to thrive and be part of our lives, as much as the internet is today.

While it is true that the term has been used in the past few months for memes and internet jokes, like these:

Hodl 1                               Hodl 2

it is also true that it has become a way to demonstrate an almost religious conviction that cryptocurrencies are here to stay. For those who have fully invested – not only their savings but also their lives – in the crypto world, it seems obvious that the ups and downs are just part of a sure path to success of this new technology. I also believe that, as I becomes clear from my first post “the Blockchain Revolution is inescapable”, where I also argue, though, that no one knows which cryptocurrency is going to be alive and well in the future.

More than anything, the crypto community needs to show some results in the near future.

C'mon do Something

The hype around the blockchain, bitcoin and other currencies is starting to wear off, and a tiny wave of disdain is beginning to move back and forth. It will still be a while before mass adoption, but it needs to start growing soon.


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The blockchain revolution is inescapable

You may want nothing to do with it right now but know that it will soon affect your life.

You don’t need to take my word for it. Just step back and look at the past. We have seen this before. Several times. Every major cultural or industry disruption starts the same way: with pirates defying social norm – and many times the law – for a reason, for an ideal (For a truly interesting reading on the topic: The Pirate’s Dilemma, a book by Matt Mason).

We have seen Napster bring P2P file sharing to the masses. It was eventually forced to shut down as a result of numerous lawsuits but it changed the music industry forever. We have seen this with Uber, who fought (and still is fighting) its way country by country, state by state, city by city, and ultimately was able to change a century old transportation industry. The same with Airbnb, who still faces numerous restrictions, criticism and roadblocks, but has nonetheless changed the hospitality business forever. Or Netflix, who reinvented itself and in the process, revolutionized TV and the movies industry.  Or we can go as far as back to the beginning of the last century and use the example of a pirate named William that defied social norm and intellectual property laws by fleeing to the west coast of the United States to continue using filmmaking equipment without respecting patent rights owned by Thomas Edison. In the (still) wild west of the early 1900’s, William thrived and among others, helped develop the movie industry as we know it today. William’s last name was Fox.

These pirates force the rest of society to look at the world through their lenses or to experiment with something in a novel fashion. An initial negative reaction is slowly replaced by resigned acceptance, and soon followed by a race to embrace the new movement before the masses.

We are at this second stage with the blockchain already.


Several countries and many of the major financial institutions have already either fully embraced the concept of the blockchain or have at least a small team assessing its potential and keeping an eye on the market.

The easiest parallel to draw here is with the internet. In the early days of widespread use of the internet, it was still a ‘cool thing’ you could do stuff with, like search for information or reconnect with a high school lost friend. But that was it. In the early 90’s, the internet was something promising but no one was really sure in what way. We are living that moment with blockchain.

Needless to say that bitcoin is the most prominent celebrity of this revolution. The bitcoin blockchain was the responsible for getting the blockchain concept from the realm of ultra-geek ideas and making it mainstream. However, no one knows for how long it will survive. Some believe bitcoin might be the first one through the door – and the first one through the door always gets shot.

Bitcoin’s demise may look unlikely at this point but let us not forget, in the early days of the internet, how amazingly important were Altavista (the search engine), Myspace (social network), Netscape (browser), Yahoo (internet services provider) and later Napster (P2P file sharing). All of them were pioneers and responsible for bringing internet’s usage to the masses, but for one reason or another, are not around anymore. On the other hand, IBM, Apple, Microsoft, Amazon are still around and have resisted well throughout several winters.

In the end, it is irrelevant if bitcoin will ultimately continue to thrive. The most important contribution brought by bitcoin – the concept of the blockchain – is already understood and has a life of its own now.

The blockchain concept is still unknown for many – and will probably continue to be. In reality, one does not need to understand the intricacies of blockchain, mining, double spending, byzantine general’s problem, proof of work or proof of stake. As an example, the majority of people does not know what hypertext transfer protocol means even if it the foundation of data communication over the internet – the HTTP letters of almost every internet page in a browser.

There is sometimes too much effort being put on trying to explain the blockchain and trying to understand it. More important than that seems to be a discussion on what are the possible applications. Human beings tend to be more comfortable accepting something with examples rather than with its functionality.

The possible uses for blockchain are numerous, several of which are currently already operating while others are being tested. The main characteristics sought after in blockchains are the trustworthiness of the information resting on it, as well as its (almost) immutability.

Those aspects lead to several ideas related to the removal of the middleman – and when one thinks hard about it, there is a middleman everywhere. Easy examples are real estate registrar’s office, financial institutions being used for payment or transfer of value, identity confirming authority / business, energy utility company between power producers and consumers. The blockchain is even being used to improve farming, as described in this Article by Bennett Garner originally published at

Another extremely interesting use for blockchains is the feature known as smart contract, which is essentially a more automated and less human dependent way of establishing action/reaction in a business setting, or in other words, an if/then relationship will not depend on a trusted third party to execute the second part of the sequence. For instance, a payment that is dependent on an upcoming event will happen automatically upon the occurrence of that event, instead of depending on a party first acknowledging the event and then taking steps to process payment.

And there is the dream of providing banking for the unbanked. There is still today a relevant portion of population without access to banking services, for a number of reasons. The promise of the blockchain as a means to correct this has been widely publicized but still has to prove itself viable. Blockchains and blockchain services providers also have costs associated with them and, in order to survive, will need to adhere by the same standards of KYC and AML that banks use. That combination of costs and KYC/AML by itself will undoubtedly be a hurdle to this imagined easy access of anyone to banking services associated with a blockchain.

This is at least part of a heated debate between some original pioneers, aka crypto evangelists, and on the other side, the traditional business establishment. The pioneers are mostly libertarians, who view the beauty of the blockchain in its complete isolation from the regulated industry or governments, and who despise any effort of widening adoption through regulation or adherence to existing systems. The other side, the current establishment, is eager to feast on the advantages of the blockchain but is still wary of its unregulated nature and somehow beat up reputation.

Odds seem to be on the ‘the suits’ side. At this point, there is already too much investment, interest and effort focused on working with the blockchain concept and making it successful. There is no turning back. At the same time, governments everywhere are either proactively pursuing regulation or being forced to do something about it.

Today, bad reputation still haunts any crypto related startup. The famous Wired article of 2011 about bitcoin brought the cryptocurrency to light and also forever associated its use with the silk road, the then underworld website for sale of anything illegal, from drugs to non-authorized guns. Since then, the silk road has been long dismantled, many people today understand that there are many more uses for cryptocurrencies than just illegal activity and furthermore, even criminals are more and more realizing that it is a bad idea to use cryptocurrencies for their illegal activities since the aspect of anonymity of the digital tokens is hugely overrated and they are finding – the hard way – that bitcoin-like ransom payments are very much traceable and thus a very bad idea.

Cryptocurrency businesses today are facing a path similar to that of the marijuana business. They are both legal (under certain circumstances, with certain limitations and, for marijuana, only in certain states) but face an overall lack of trust and are seen as a gray area business. Many banks are still refusing to do business with either marijuana or cryptocurrency related companies, or will sometimes close down accounts without much of an explanation.

But the current obstacles are necessary. It is at a minimum expected that a concept as disruptive as the blockchain will have to go through this rite of passage. Especially since one of the most affected industries is the most powerful of them – the banking sector. They will ultimately adhere, adjust and accommodate, but it will be on their own terms and on their own timing. And it is known that the financial sector infrastructure is one of the least updated around. The outer shell sometimes looks brand new but the spine is still pretty much 50 years old.

No one can truthfully predict – although many try –  where will this blockchain revolution lead us or even what will the price for Bitcoin be in 6 months. It is nonetheless interesting to have the opportunity to witness the unfolding of the many derivatives of this brilliant concept.

Keep an open eye.

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