{"id":10469,"date":"2018-11-05T10:24:05","date_gmt":"2018-11-05T10:24:05","guid":{"rendered":"https:\/\/davidgerard.co.uk\/blockchain\/?p=10469"},"modified":"2018-11-06T08:30:09","modified_gmt":"2018-11-06T08:30:09","slug":"when-you-sell-tokens-dont-claim-sec-approval-simex-and-bad-ideas","status":"publish","type":"post","link":"https:\/\/davidgerard.co.uk\/blockchain\/2018\/11\/05\/when-you-sell-tokens-dont-claim-sec-approval-simex-and-bad-ideas\/","title":{"rendered":"When you sell tokens, don&#8217;t claim SEC approval \u2014 Simex and bad ideas"},"content":{"rendered":"<p>If you&#8217;re a public company, it&#8217;s probably a bad idea to claim the SEC&#8217;s explicit approval for your operations.<\/p>\n<p>American Retail Group, aka Simex, Inc., claimed they had partnered with an &#8220;SEC qualified custodian&#8221; for cryptocurrency transactions \u201cunder SEC Regulations,\u201d and that the company was conducting an ICO token offering that was \u201cofficially registered in accordance to SEC requirements.\u201d<\/p>\n<p>The SEC <a href=\"https:\/\/www.investor.gov\/additional-resources\/news-alerts\/alerts-bulletins\/investor-alert-watch-out-false-claims-about-sec\">warns investors specifically<\/a> about claimed SEC endorsements in crypto-related offerings. They <a href=\"https:\/\/www.sec.gov\/news\/press-release\/2018-242\">suspended trading<\/a> in Simex&#8217;s new penny stock offering last month (<a href=\"https:\/\/www.sec.gov\/litigation\/suspensions\/2018\/34-84460.pdf\">announcement<\/a>, <a href=\"https:\/\/www.sec.gov\/litigation\/suspensions\/2018\/34-84460-o.pdf\">order<\/a>).<\/p>\n<p>Like any good crypto story, there&#8217;s a charming history of dysfunction.<\/p>\n<p>&nbsp;<\/p>\n<p><a href=\"https:\/\/davidgerard.co.uk\/blockchain\/2018\/10\/03\/when-you-sell-tokens-dont-claim-sec-approval-simex-and-bad-ideas\/simex-logo\/\" rel=\"attachment wp-att-10703\"><img loading=\"lazy\" decoding=\"async\" class=\"aligncenter size-full wp-image-10703\" src=\"https:\/\/davidgerard.co.uk\/blockchain\/wp-content\/uploads\/2018\/10\/simex-logo.png\" alt=\"\" width=\"280\" height=\"71\" \/><\/a><\/p>\n<h3>Who are Simex?<\/h3>\n<p><span class=\"article-body\"><a href=\"https:\/\/simex.global\/en\">Simex<\/a> is a crypto asset exchange, <a href=\"https:\/\/ucarecdn.com\/47d89e3e-f9e2-4385-82aa-bfd0c0a6114f\/corporate.png\">founded in 2015.<\/a> Their total trading volume is about <a href=\"https:\/\/coinmarketcap.com\/exchanges\/simex\/\">$60 million a day,<\/a> which is pretty tiny.<br \/>\n<\/span><\/p>\n<p><span class=\"article-body\">(The Simex<\/span> exchange should not be confused with the Singapore International Money Exchange, also called SIMEX, which operated from 1984 until 1999, with <a href=\"https:\/\/www.bloomberg.com\/research\/stocks\/private\/snapshot.asp?privcapId=403509\">Simex Technologies<\/a> in the early 2000s, or with the present-day Polish industrial controller company called <a href=\"https:\/\/www.simex.pl\/en\">Simex.<\/a>)<\/p>\n<p>On 16 May 2018, Simex did a <a href=\"https:\/\/en.wikipedia.org\/wiki\/Reverse_takeover\">reverse takeover<\/a> of <a href=\"http:\/\/globenewswire.com\/news-release\/2018\/05\/16\/1507696\/0\/en\/American-Retail-Group-Inc-announces-the-completion-of-the-acquisition-of-Simex-Inc.html\">American Retail Group,<\/a> a pink-sheets penny stock that wasn&#8217;t on any exchange, but which they&#8217;d been closely linked to <a href=\"https:\/\/www.sec.gov\/Archives\/edgar\/data\/277905\/000121390017006624\/0001213900-17-006624.txt\">since at least 2017.<\/a> But\u00a0\u2014 Simex was a public company now!<\/p>\n<h3>How to get the SEC to halt your stock offering<\/h3>\n<p>On 28 August, Simex <a href=\"https:\/\/simex.global\/en\/news\/simex-runs-the-public-offering-1634\">opened sales<\/a> of a new securities offering \u2014 $40 million of <a href=\"https:\/\/www.investopedia.com\/terms\/c\/convertiblepreferredstock.asp\">convertible preferred shares.<\/a> In advance of this, Simex issued two press releases that the SEC took exception to:<\/p>\n<p>16 August: <a href=\"http:\/\/globenewswire.com\/news-release\/2018\/08\/16\/1553311\/0\/en\/SIMEX-announces-partnership-with-Prime-Trust-Company.html\">SIMEX announces partnership with Prime Trust Company<\/a> \u2014 using Prime Trust as a custodian for their crypto assets. Simex described Prime Trust as supplying &#8220;<span class=\"article-body\">SEC qualified custodian and escrow services,<\/span>&#8221; and said:<\/p>\n<blockquote><p><span class=\"article-body\">The fact that all transactions provided by Prime Trust are under SEC Regulations should give our clients more confidence in making SIMEX the main tool in their work in the cryptocurrency industry<\/span><\/p><\/blockquote>\n<p><span class=\"article-body\">That just means Prime Trust don&#8217;t break the rules. Admittedly, that&#8217;s probably exceptional in crypto.<\/span><\/p>\n<p>22 August: <a href=\"https:\/\/globenewswire.com\/news-release\/2018\/08\/22\/1555391\/0\/en\/SIMEX-OTC-ARGB-announces-the-beginning-of-the-public-offering.html\">SIMEX (OTC: ARGB) announces the beginning of the public offering<\/a> \u2014 in which Simex offers normal securities &#8230; but you can buy them with cryptos!<\/p>\n<p>Simex noted that the offering was &#8220;<span class=\"article-body\">officially registered in accordance to SEC requirements&#8221; \u2014 which is a basic expectation, even if remarkable in crypto land. The SEC was not pleased with this phrasing.<\/span><\/p>\n<p>Simex were selling the new securities for<span class=\"article-body\"> on-exchange &#8220;SMX&#8221; tokens.<\/span> These are not part of an ICO \u2014 the &#8220;SMX&#8221; ticker is already being used by the unrelated <a href=\"https:\/\/icobench.com\/ico\/smoke-exchange\">Smoke Exchange ICO,<\/a> a marijuana advertising on-the-blockchain scheme \u2014 but Simex used the term &#8220;ICO&#8221; in relation to the token on their website, hence the SEC describing it as one.<\/p>\n<p><span class=\"article-body\">The SEC also took exception to repetition of the claim of &#8220;SEC qualified custodian and escrow services provided by Prime Trust.&#8221;<\/span><\/p>\n<p>The offering was halted in its tracks. Simex issued a <a href=\"http:\/\/globenewswire.com\/news-release\/2018\/10\/23\/1625929\/0\/en\/American-Retail-Group-Inc-OTC-ARGB-confirms-suspension-of-trading.html\">press release<\/a> on the suspension, and said they had terminated their relationship with Prime Trust &#8230; and that they had not, in fact, even registered this offering with the SEC, as previously claimed:<\/p>\n<blockquote><p><span class=\"article-body\">While it remains a goal of the Company to undertake to register an offering of a security convertible into a cryptocurrency for sale with the Securities and Exchange Commission, it is highly unlikely that the Company would do so in the foreseeable future. Given the inherent risk in cryptocurrencies and the uncertainty surrounding the future of cryptocurrencies, particularly in the United States, it would not be appropriate for the Company to undertake such an offering.<\/span><\/p><\/blockquote>\n<p>You can still buy SMX tokens \u2014 but the offering isn&#8217;t running.<\/p>\n<h3>A crypto-backed credit card! Any day now<\/h3>\n<p>Simex has past form in exploring the precise boundaries of regulation. On 23 May, Simex announced a prepaid Mastercard \u2014 which you could <a href=\"http:\/\/globenewswire.com\/news-release\/2018\/05\/23\/1511204\/0\/en\/SIMEX-OTC-ARGB-introduces-the-Prepaid-Black-MasterCard.html\">top up with cryptos!<\/a><\/p>\n<p>There&#8217;s quite a bit of demand for such a thing, as large crypto holders look for a way to spend their difficult-to-cash-out <a href=\"https:\/\/davidgerard.co.uk\/blockchain\/2018\/01\/04\/why-you-cant-cash-out-pt-3-bitcoin-is-not-a-ponzi-scheme-it-just-works-like-one\/\">bagholding.<\/a> So where are all the cards?<\/p>\n<p>The problem is that credit card companies have stringent requirements upon those of their card issuing members who aren&#8217;t banks, to prevent money laundering and fraud \u2014 and crypto users tend to <a href=\"https:\/\/davidgerard.co.uk\/blockchain\/2017\/12\/23\/why-you-cant-cash-out-pt-2-bitcoin-and-know-your-customer-anti-money-laundering-laws-kyc-aml\/\">fail these spectacularly.<\/a><\/p>\n<p>There were a pile of crypto-backed Visa cards in late 2017 \u2014 and, one day in January 2018, they all suddenly stopped working. Visa had found out <a href=\"https:\/\/ftalphaville.ft.com\/2018\/01\/05\/2197305\/crypto-cards-just-suffered-a-major-setback\/\">just how fast and loose<\/a> WaveCrest, the card issuer, had been playing with Visa&#8217;s rules.<\/p>\n<p>Mastercard operates under much the same rules as Visa. Simex claim they&#8217;ve &#8220;<span class=\"article-body\">already met all legal formalities and currently making final checks related to technical aspects&#8221;\u00a0\u2014 but this is why you won&#8217;t have seen these cards in the six months since.<\/span><\/p>\n<p>Simex&#8217;s website features Visa and Mastercard logos at the bottom. The present-time <a href=\"https:\/\/simex.global\/en\/about\">justification<\/a> for this appears to be that you can deposit and withdraw money from their exchange this way.<\/p>\n<h3>All those post-crash institutional investors! Any day now<\/h3>\n<p>On 7 September, Simex announced <a href=\"http:\/\/globenewswire.com\/news-release\/2018\/09\/07\/1568181\/0\/en\/SIMEX-announces-the-launch-of-OTC.html\">its platform called OTC.<\/a> &#8220;<span class=\"article-body\">We created convenient procedure for OTC transactions that allows institutional investors to invest in cryptocurrency.<\/span>&#8221;<\/p>\n<p>Presumably on the basis that if you build it, they will come \u2014 which they didn&#8217;t, funnily enough.<\/p>\n<h3>Summary<\/h3>\n<p>Simex are relentlessly creative entrepreneurs who never saw an <a href=\"https:\/\/simex.global\/en\/projects\">opportunity<\/a> they didn&#8217;t think was worth following up \u2014 and never mind their ability. This is their first serious brush with regulators, but this sort of outside-the-box attitude can only lead to further popcorn opportunities henceforth.<\/p>\n<br><br><div align=\"center\"><p><a href=\"https:\/\/www.patreon.com\/bePatron?u=8420236\"><img src=\"https:\/\/davidgerard.co.uk\/blockchain\/wp-content\/uploads\/2021\/10\/become_a_patron_button.svg\" alt=\"Become a Patron!\" title=\"Become a Patron!\" width=217 height=51><\/a><br><p style=\"align:center;\" class=\"patreon-badge\"><i>Your subscriptions keep this site going. <a href=\"https:\/\/www.patreon.com\/bePatron?u=8420236\">Sign up today!<\/a><\/i><\/p><\/div>","protected":false},"excerpt":{"rendered":"<p>Also, don&#8217;t lie about registering your offering. Also, there are reasons there aren&#8217;t any crypto-backed credit cards.<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"inline_featured_image":false,"jetpack_post_was_ever_published":false,"_jetpack_newsletter_access":"","_jetpack_dont_email_post_to_subs":false,"_jetpack_newsletter_tier_id":0,"_jetpack_memberships_contains_paywalled_content":false,"_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[1],"tags":[984,986,985,33,983],"class_list":["post-10469","post","type-post","status-publish","format-standard","hentry","category-uncategorised","tag-american-retail-group","tag-mastercard","tag-prime-trust","tag-sec","tag-simex"],"jetpack_featured_media_url":"","jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/posts\/10469","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/comments?post=10469"}],"version-history":[{"count":35,"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/posts\/10469\/revisions"}],"predecessor-version":[{"id":10723,"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/posts\/10469\/revisions\/10723"}],"wp:attachment":[{"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/media?parent=10469"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/categories?post=10469"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/davidgerard.co.uk\/blockchain\/wp-json\/wp\/v2\/tags?post=10469"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}