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21  Bitcoin / Legal / Best County for Crypto Startups? on: December 20, 2017, 11:52:17 PM
I typically refer my clients to more traditional hedge fund jurisdictions: Cayman Islands, Cook Islands, Nevis, maybe Belize. Better privacy, tax regimes, easier bank account openings, etc.

Not sure I see the value of an Estonia; seems to be more crypto marketing than anything else.

I welcome anyone's thoughts on the issue. Cheers
22  Bitcoin / Legal / Using Regulation A+ for Initial Coin Offerings on: December 19, 2017, 05:51:06 PM
I cant agree that it makes a great deal of sense. a recent symposium that I attended seemed to arrive at the conclusion that all US ICO's should go the Reg A+ route. Of course, this was on Wall St, so the affinity for traditional securities offerings make sense.

If you are doing a Reg A+, my feeling is just do an equity deal? I welcome your thoughts
23  Bitcoin / Legal / If Cryptocurrency is "Property" then is a Sec. 1031 Exchange Possible? on: December 18, 2017, 02:48:14 AM
The IRS deems cryptocurrency to be property. The SEC would likely identify some ico tokens to be securities

The following are not able to be used in a Section 1031 "like kind" exchange

Inventory or stock in trade
Stocks, bonds, or notes
Other securities or debt
Partnership interests
Certificates of trust

But, bitcoin, litecoin, ethereum, are clearly not securities, but rather digital assets that provide for a participation right in a particular economy or market

Thus, could one defer speculative bitcoin trading gains in a Section 1031 exchange?

*maybe* is my thought, but perhaps a tax expert can weigh in:

**not tax advice, of course
24  Bitcoin / Legal / SEC v. Munchee App ICO on: December 15, 2017, 08:14:37 PM
sorry to offer the unsolicited opinion, but my take is Munchee likely had a good argument as a utility token but their pennystock-like pump and dump advertising campaign sunk them. Any thoughts?
25  Bitcoin / Legal / Are Initial Fork Offerings the "alt" ICO? on: December 13, 2017, 06:05:15 PM
most likely not imo. open to ideas however
26  Economy / Services / Re: Twitter Re-Audit Service - up di 10k followers [FREE] on: December 09, 2017, 09:34:47 PM
Just followed you @tracyfirm

27  Economy / Securities / Several Public Companies Available for BTC on: December 09, 2017, 09:20:56 PM
i have a number of publicly traded companies, each list on for sale

All excellent reverse merger candidates

controlling stock interest for as low as 1BTC also available on terms

Name change, symbol change included in price

PM for symbols of available companies
28  Bitcoin / Legal / Re: Best Countries for Bitcoin Businesses on: December 09, 2017, 08:53:46 PM
I contend the answer depends on what you are seeking to do. I would recommend some jurisdictions over the other if you wanted to launch an ICO, for instance, because of potential securities law compliance issues. That is case by case and depends where the promoters reside and where you want to sell to

For bitcoin ATMs, exchanges and matters similar, I tend to lean towards where the requisite license is easier to get - Belize, Cook Islands

Overall, I recommend Nevis, Cook Islands and Cayman Islands for various asset protection, tax and privacy reasons. Places that advertise being crypto friendly such as Estonia and even Switzerland offer you no practical advantage in my view

I opine a bit here:
29  Bitcoin / Legal / Re: what is the best jurisdiction for a crypto exchange ? on: December 09, 2017, 08:46:08 PM
the answer is perhaps dependent on whether or not you want to operate legally within the US. The total cost to obtain the requisite licenses in the 48 states and Dist of Columbia that require a license is approx $100,000 in application and bonding fees. The time for each state varies, but having done it i will tell you it is a fairly involved task

If you are keen to operate offshore, follow where the licensure is easy to obtain. Belize has a rather simple and quick process for obtaining a money transmitter license and the application fees are minimal . The corporate formation costs are also minimal. The Cook Islands is also a great jurisdiction with major banks being located there, the price is a bit more however.

I have a few thoughts on this if you care to chat - feel free to PM me
30  Bitcoin / Legal / Re: Cryptocurrency Lawyers for hire on: December 09, 2017, 08:40:50 PM
Ill bite . . .

visit me, been involved in crypto for approx 5 years

youtube =

securities, commodities and payments law background

ICOs, fund formation, compliance for mining pools, etc

31  Economy / Securities / Re: Bitcoin to fund 529 College Savings Plan on: December 06, 2017, 04:40:14 AM
Hello, 529 plans are generally sponsored by the individual states and, as i am aware, there is no means to "deposit" cryptocurrency (or other property for that matter) into the trust. With a self-directed IRA you can deposit cryptocurrency, but you take a penalty if you withdraw before 59 1/2 years you take a penalty. thus, it could work for your purposes depending on when you need to pay for college. Setting up a self directed ira is easy, but typically cannot be done directly through the ira sponsor. i hope this helps. AT
32  Economy / Securities / Re: Buy stock in a crypto/ICO exchange on: November 10, 2017, 09:39:38 PM
1. the Regulation A, whether Tier 1 or 2, will never qualify you to trade on NASDAQ or NYSE. The issuer would not be a fully reporting Exchange Act issuer

2. How do you intend to qualify and register as a 'National Securities Exchange' under the Exchange Act?

3. If you cannot accomplish #2, how would ever meet the capitalization requirements for listing on NASDAQ or NYSE?

4. NASDAQ charges a listing fee as well.

5. Every listed security on the Chicago Stock Exchange (CHX) is listed on the NYSE. The CHX leads in odd-lot trading.

6. If ICO tokens are "illegal" how is facilitating the exchange of said tokens not facilitating the exchange of unregistered or otherwise unexempt securities?

33  Economy / Currency exchange / BTC Large Block Trades - $50,000+ on: November 04, 2017, 09:40:05 PM
I am assisting a client in acquiring a larger volume of BTC. Minimum purchase is $50,000 in btc

Money will be held in attorney escrow. Transactions will be consummated through written agreement. Payment via wire transfer.

Price = spot

PM me if interested. Cheers
34  Economy / Services / Re: We Create Your Bitcoin Exchange(selling & Purchasing) site like on: November 04, 2017, 09:25:48 PM
Can you pm details - are you selling the script and site development? cost?
35  Bitcoin / Legal / & Legal Exposure on: October 30, 2017, 06:41:28 PM
appears there was another indictment based on activity buying and selling on

By my count, I believe this is the 4th significant indictment based solely on buying/selling on LB.

My thoughts on the legality of being active on LB are here: and here

I believe, and I welcome any comments, is that there exists a grey area with an unknown threshold concerning what is significant enough activity to constitute acting as an unlicensed "Money Service Business" - which makes any appreciable amount of activity fraught with risk
36  Bitcoin / Legal / Excluding US Residents from your Initial Coin Offering on: October 25, 2017, 03:09:36 PM
Many US-based ICO promoters are seeking to exclude the US from its offering.

How does US securities laws apply, if at all?

I explain here:

I welcome any thoughts. Cheers
37  Bitcoin / Legal / Re: Are Smart Contracts Legally Enforceable? on: October 25, 2017, 02:56:50 PM
Thank you both for your thoughts. Both arguments are very valid, and i believe that is why this is something that will eventually have to play out in courts. My personal thought is in the absence of some previously agreed to contract (such as checking "I agree" to a ICO/website terms and conditions), you may run into problems with enforcing a stand-alone smart contract. It is also highly fact-specific - to say smart contracts are all enforceable or not is complicated by various contract law theories, eg, statute of frauds, etc. We shall see, I suppose. Cheers
38  Bitcoin / Legal / Are Smart Contracts Legally Enforceable? on: October 24, 2017, 03:28:09 PM
My take here

Feedback always welcome

Cheers -
39  Bitcoin / Legal / Escrow Requirements & Initial Coin Offerings on: October 18, 2017, 03:57:17 PM
I get this question often, so I figured I would post.

IF your ICO token is a true "security" under the Securities Act/Howey, generally speaking, a segregated account/escrow is required for investor funds under Reg D where the offering is made "all or none" or "part or none". Alternatively, if the offering is made on a "best efforts" basis, no segregated account/escrow is required

However, if your ICO token is of a utility/license nature and decidedly not a "security", then the requirements of Reg D would logically not apply. Thus, arguably, no segregated account/escrow requirements

But, dicta in Howey and other cases suggest that funds acquired for purposes of developing a minimally viable product are likely sold as securities (the thought being that utility tokens sold to develop the platform upon which they will be used may be deemed securities)

Also, one should consider the liability issues related to raising less than sufficient capital to reach minimum viability.

I discuss in some detail here:

As always, I welcome thoughts/comments. Cheeers
40  Bitcoin / Legal / Re: Lawyers accepting bitcoin for services on: September 24, 2017, 03:39:20 PM
Another angle to consider; It is common with my IPO/public company clients to accept shares of stock in lieu of cash (fairly common in the industry). There is plenty of support for accepting stock, but there are some conflict of interest matters that can arise and as an attorney you have to consider

Now, with my ICO clients, I do accept the token being sold in lieu of cash. I assume the same conflict rules apply, but the question (for me at least) comes back to whether the token sale is a securities offering or not.
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