Digital Securities: You’re Live!


Julien Phipps



Julien Phipps


Chief Revenue Officer with over 20 years of SMB, Enterprise Sales and Management experience in the US, Canada, UK and Ireland in technology (SaaS) and Financial Industries. From start up, to Fortune 500 and hyper-growth enterprise companies, I create, cultivate successful company cultures and lead teams that contribute to desired revenue growth. I'm responsible for all revenue-related strategies globally. I lead Business Development, Sales, Account Management, Sales Operations, Strategic Partnerships and Marketing activities. I believe in giving back and through philanthropic endeavours throughout my career, I've given my time and expertise to grow the operations of The Canada One Foundation and KitsFest. As a senior advisor to the board, our foundation has had a positive impact on our local community. Over $1.2M in post-secondary grants and nearly $800K in social legacy projects that continue to benefit our young leaders and our communities.

Jim Caboy

Chief Compliance Officer

Rialto Markets

Jim Caboy

Chief Compliance Officer

Amanda Grange

Transfer Agent


Amanda Grange

Transfer Agent

Sean Ristau

EVP, Strategic Business Development

Prime Trust

Sean Ristau

EVP, Strategic Business Development

Sean Ristau EVP, Strategic Business Development Prime Trust Sean is the EVP of Strategic Business Development at Prime Trust, LLC. A Nevada-based Trust Company & Qualified Custodian. Sean has an executive with an extensive 21-year background and is fluent in most sectors of the capital markets industry. Having worked on capital markets' trading, business, and technology sides, Sean can apply views from different angles. Sean was an early adopter of crowdfunding, electronic trading, wealth management, cryptocurrencies, digital asset, and blockchain-based technologies. Additionally, Sean has spent a significant amount of time consulting and advising firms in these spaces. In 2015, Sean founded the FIX Protocol Digital Currency & Blockchain Working Group, a group working to ensure FIX Protocol proper representation in the ever-changing area. Sean is still the Chairman of this group. In addition, Sean is an Advisory Board Member for the Security Traders Association of Chicago. Further, in 2017 Sean was asked to be on the International Standards Organization (ISO) Board for Digital Assets ISO/TC 68/SC 8/WG 3 – Second tier registry for digital currency codes. Sean continues to be heavily involved in the Crypto & Blockchain space as a leader and frequent speaker. Sean holds a Bachelor of Science degree in Business Management from Colorado Technical University. He is also a frequent speaker around current and emerging capital market solutions.

Oscar Jofre  00:00

Well, good afternoon, everyone. While we get the next session started, I do apologize, I told you it was gonna be a little bit bumpy our first time, but we’re making it through, we’re getting our next panel started. You’re now live, you’re live with your security token digital securities, NFTs, stable coin, fully compliant, either using Regulation A plus regulation crowdfunding, which is reg CF, or Regulation D. And these are the people that are, you know, working behind the scenes to make it happen. They’re just getting their cameras on here so we can make sure that they can come on there we go there coming on, one by one. Julien is going to kick us off this afternoon. I have to tell you, these are some really, these are people that are doing this day in and day out. And that’s the exciting thing, they can walk you through the process, regardless who they’re with, is to provide you an overview of what it’s like to be live using this regulation.

Julien Phipps  01:00

Great. All right. Thanks, Oscar. Appreciate it. I think he’s already left the room. Look at that. We’ve got a quorum of four. And just like that we’re getting used to this new technology. Well, today, we’re happy to introduce our panel. myself. I’m Julien Phipps, Chief Revenue Officer at KoreConX. We’re empowering the private capital markets. With me today. First time I believe on the panel. I’m going to start with Sean Ristau. There you go. Hopefully, I’ve got that right.

Sean Ristau  01:26

Yeah. Hey, how’s it going, Julien? Sean Ristau here from Prime trust. I’m the EVP of Strategic Business Development here at prime trust and great to be on the panel. I look forward to the discussion.

Julien Phipps  01:43

Fantastic, yeah. And a lot of great new things happening at prime trust. We’ll, we’ll learn a little more about that as it relates to the compliance of these new digital security offerings. So fantastic. Over to you, Amanda, you’re not only my colleague, but a key instrument here. As well with the KoreConX team, please go ahead into the sea.

Amanda Grange  02:02

Thanks, Julien. It’s an honor to be here today, especially with such a great panel of speakers, and I’m looking forward to being a part of it. I am, as Julien said, I work with alongside of Julien at KoreConX. Next, as a transfer agent specialist. So when Oscar mentioned, we’re behind the scenes, I am literally behind the scenes with the investments and helping companies with their raises. So I’m sure we’ll learn more about that later. Thanks, Julien.

Julien Phipps  02:34

Fantastic. Yeah. And of course, our household resident, I feel like I know him personally. And he’s living here with me at home or something.

Jim Caboy  02:42

I’m glad I took the role. Shuffle, work off. There you go. Jim Caboy. Go ahead, compliance over at reality markets. And Amanda does more than help issuers, she helps broker dealers figure things out as well.

Julien Phipps  02:58

Fantastic. All right. Well, this is a session obviously, relating to digital securities, we’ve been talking about it all day, a lot of cool stuff happening, especially, you know, as it relates to securities really being able to to, I guess, appease the appetite of these new digital securities and products that are coming to market. Now, our discussions always revolve around compliance and how we manage to keep these issuances. You know, of course, in line with the regulators and and making sure that each offering has all the elements needed in place. I mean, I’d love to start a little bit with yourself, Sean, in terms of prime trust some of the interesting products as well as maybe some of the things that you look for when you’re working with both, you know, broker dealers, but also maybe some of the the end issuers that that allow for your, you know, team to, to offer those compliant products and services.

Jim Caboy  03:55

Yeah, no, thank you, Julien. 

Sean Ristau  03:56

Thank you, again, for having me on. You know, basically, I mean, a little you know, I’m not sure how much everybody’s familiar with prime trust, we’re in Nevada based trust company. And we have a one of our brands is a fund America is a crowd crowdfunding platform allowing you to raise capital using alternative methods such as reg A, Reg. S reg D. And obviously, the big trend now is everybody wants to get into digital securities, and, you know, at our core with what we’re doing here at prime trust, you know, we offer on the on the digital asset side, you know, obviously, I’m Bitcoin and Etherium. But now, you’re getting folks that want to, you know, actually have actual securities. So, you know, natively folks immediately think, Oh, well, you know, all I need to do is get through compliance and, you know, pick whatever blockchain I want to use, and then I’m good to go. But what I’m finding actually in this space is there You know, it actually is a big shift. I mean, if everybody thinks about it from a digital perspective, I mean, everyone’s stock right now is already digital, if you will, I mean, I don’t know, anybody that has a stock certificate, I mean, my grandparents or something, but, you know, um, you know, the average person really doesn’t have a stock certificate. So that said, Really, the shift that’s going on now is, is your everything is getting digitized, to the point that instead of it being held, you know, it’s now being held in a wallet, which, you know, you talk to people, and they’re like, What do you mean, a wallet, and, you know, so there’s different methods, and as a custodian, which is what we act as in this capacity. You know, on the Fund America side, obviously, we do the actual crowd, the actual raising of capital, but then on the custodian side, I mean, it’s our job to actually hold those actual securities, and, you know, provide all the necessary controls that need to be in place around that. So I think really what, you know, you’ve had a couple big security tokens have recently come to market, on a variety of the different ATS is out there. But what we’re seeing is, there’s still, I would say, it’s still a long road. Because there’s so many different protocols, people can use different chains is really what I’m getting at, on, and it really is going to be, I think, people are also looking for more direction from the regulators, because you have things you know, that you need to take taken into account, such as transfer agents, you know, and things like that. And now, the transfer agents, you know, are involved. Now, the process becomes a little more complex. And, you know, because, I mean, traditionally, transfer agents have not been known for technology that said, you know, with where we’re going, this is all about technology. So, you know, all of these pieces are converging on each on on each other. And then you have the regulatory landscape, and all the pieces involved with that. So, you know, we’re positioning ourselves from a custodial point of view, to provide custody for the security tokens that folks would like to trade on the various ATS, and then the related services around that, that so that’s, you know, from a high level, really, one of the things we’re doing with digital securities right now. Yeah, no, that’s, that’s great. Yeah, thanks for the overview Sean. I think that you nailed that, on the on the the aspect of, you know, being digital and digital ready. I mean, in transfer agents for one, you know, that’s one thing that we have built in, tried to breathe, you know, ever since we we hopped onto the blockchain, right. And, and, you know, whether you know, it or not every issuer that comes to market, we’re placing their securities, you know, digitally, right, and making that net, that kind of, like, infrastructure that we have in place, the infrastructure of trust that we built, have all of those checks and balances the information and uploading that to the chain. We’ll get into more of that in a bit. But with all four corners on the screen, I mean, Jim, you’ve you’re also on the broker, dealer side, of course, digital ready, you want to talk a little bit about how compliance and digitization has been an important factor from the broker dealer perspective.

Jim Caboy  07:39

Yeah. Important as in I need to know if a security is digital or not. I recently had a talk with the SEC about as a broker dealer that might bring that operates the ATS and might put that security on the ATS. Whose word do I believe that it’s digital? Do I take the issuers if there’s a transfer agent? Do I take the transfer to is, you know, there is no spot at the SEC that we can just pop it into the into a database and have them tell us yes or no. Of course they went? We get it. And, you know, we couldn’t move on. Beyond that. But I do, I do think that if it is technically digital, you know, and they also cautioned me on my interpretations of this while on the phone, that if it is digital, meaning it’s issued on the blockchain or transferred on the blockchain, as per their definition. Well, then, you know, from our point of view, I don’t believe we need to worry about from from reality what what chain it’s on what what coin they’re using and toga that not, not my worry, I want to just be able to connect with that. That chain To be able to do the valid checks and things that I need, you know, and whether it’s the chain itself, whether it’s prime trust as the custodian, whether it says the SEC, you know, registered transfer agent, things that, you know, we just need to get the information that we need. So, you know, and then then there’s the big, you know, this is this is a digital securities conference. So, you know, there’s other things where we’re raising securities that just don’t go digital. So while technology might be in the background, and transfer agents and private trust, and they’re using distributed ledger, it’s, you know, I kind of this is another little argument, I got that a discussion I had with the SEC to try to slice and dice and you know, some of the things that we’re seeing, and the raises we do in primary today, just be if there’s just because something might be kept at the transfer agent, or even the issuer themselves likes to use blockchain in their business. Does it make it a digital security? As far as the SEC definition goes? Agree with Sean 100%. There’s no certificates anymore, you know, we get questions from people, I didn’t get anything in the mail. And then print it out yourself and put it on your fridge if you need to hold on to that piece of paper.

Julien Phipps  11:19

That makes sense. Yeah. As usual,

Jim Caboy  11:20

I go down and rant.

Julien Phipps  11:23

No, that’s wonderful. Yeah. I mean, the the neat thing about our discussion today is I think each and every one of us here is whether whether, you know, whether the end user, and I guess, shareholder investor knows that or not, you know, a lot of times with within our, I guess group of an infrastructure and solutions, the security itself is being, you know, digitized in the form of on the backend, right, you know, in some form, or fashion. And so that actually has a few, you know, great advantages, obviously, the interoperability between our different entities, you know, the ability to verify information with one another, and also really add that frictionless and seamless experience. So I think that’s really, you know, one of the advantages when, when working with, you know, groups like ourselves, we’re going to be able to deliver at a more efficient and scalable rates, especially and provide really that seamless experience. Right. So, Sean, from your point of view, I mean, this is probably, you know, a huge, you know, importance, of course, at prime trust as well is, when you’re working with different, you know, entities like ourselves and broker dealers, it’s really ensuring those those payment rails, the custody ability, all of those functions are operating smoothly, I would imagine.

Sean Ristau  12:45

Yeah, I mean, there’s so many pieces that go into this, that I don’t think the average investor really knows, you know, what goes on, you know, once I buy an actual security, what goes on behind the scenes, you know, in to that point about, you know, transfer agents. I mean, you know, that’s something that I think a lot of folks have not paid attention to, is, oh, yeah, you know, let’s digitize this security and that security. I mean, in to Jim’s point, what is digitizing, even me, I mean, pretty much, almost everything already is digital lead to what it would it, I think it really means is meeting the criteria of what the SEC deems to be a digital security, and working with an actual blockchain that they feel is compliant and compatible with what, you know, what, what they want. And so, you know, they’re, I mean, recently, there was a big reg A that was done, you know, it was in the, in the crypto space, and, you know, it’s sold out in, like, record time. And, you know, you see, I think you’re gonna start seeing more of this occurring. And these were digital tokens, you know, that were issued, and, you know, they’re stored in your wallet in, in a wallet. But that opens up a whole different level of complexity. Because every all the tokens that have been traded thus far, right, now, traditionally, these are all utility tokens, these are not securities. Now, as more and more things become securities, you’re going to see, you know, there’s going to be different level of scrutiny and compliance, and then you loop in the transfer agent component. I mean, that’s gonna have to happen more like things are going to be happening real time. None of this, like, you know, oh, it processes overnight batch file stuff. And all this stuff is happening real time, you know, Cap table would be updated, you know, real time. And I think that’s the big shift that folks are, I think not used to is that as these these changes happen, things are happening. in real time, so, you know, to that point to something I always think about is, so if I have a digital something that’s classified as digital security, is that only traded from 930 to four? Or is that traded 24 by seven. And so, you know, that’s gonna be a whole new way, you know, to allow folks to do to handle capital. I mean, because, you know, markets closed, people are like, Oh, that’s the end, all crypto, the traditionally never closes. So, you know, and now you’re starting to see these securities being used, you know, eventually they’re going to be used for hedging. You know, maybe, if I’m long one security, I’m short, another security, these are all digital, though. None of it is. And it’s not being done on a traditional exchange, it’s being done on an ATS. So, you know, this kind of really reminds me of like, the early 2000s, when, like, everything started going to the screen. And you had all these different venues. And, you know, at the time, I think even the SEC, and the regulators were wondering, like, Well, how do I monitor this? How do I keep track of all this? I think we’re seeing the same situation now, where technology once again, is about, you know, Jim, I think you can attest to this. It’s wait lightyears ahead of where the regulators are. I mean, you know, just I mean, that’s what we’re seeing happening.

Jim Caboy  16:32

I’m a compliance guy, my VCR still blinking 12. Exactly, you already.

Julien Phipps  16:45

Fantastic, I’m gonna jump on the train of thought, Shawn, that you mentioned real quick, because that led into the transfer agent services real well, in terms of, you know, this real time discussion of what’s happening, you know, behind the scenes with, you know, respect to transfer agents role. And, you know, Amanda maybe talk a little bit about the dynamics of how that security today, you know, is is being received into, for example, you know, our KoreTransfer environment, and then how that updates different elements.

Amanda Grange  17:17

Well, just going on to what Sean was saying, and everything digital, going digital, and people just wanting things immediately, I guess, is another way of talking about it. And investors, when they invest, they want to see their investment immediately. So when they know that they can go onto a cap table and see their investment live, and if it’s not there, then the CEO and the company are going to get the flack in here, or the broker dealer is going to get flack for it. So if I’m not up to date on my job and making sure that cap tables are up to date, like you said, almost 24/7, then I’m not doing my job as supporting and helping the company, keep their investors happy, I guess you could say so. Yeah, it’s it’s more and more critical that our cap table is live. And when investment comes in, people see it immediately and not just see it, they have access to it, they can. And another thing is people don’t just want to see their investment. A lot of people invest and don’t understand what they’re investing in. And so they they have questions about their investment, can I transfer it? Can I trade it? What can I do with this, like they said, used to be you just received a certificate in the mail. Now they’re, they wanna they have so many questions that probably they never asked before. And they want those answers immediately. They want to be able to not just log in and see but ask questions about their investment and get answers right away. And I don’t think that ever happened in the past. It was It was, yeah,

Sean Ristau  18:53

it was hard to your point, Amanda, like that actually makes me think of something like, so I was just on a call earlier today. And what I’m seeing happening in this in this market is you have a generational shift going on. And as that shift happens, I mean, think of it this way, if you don’t check your social media every day, you’re like, out of touch with reality. You don’t know what your friends are doing. So you’re like, oh my gosh, I like what’s going on with my world. It’s the same that’s, that’s happening now in like the wealth management world, where wealth managers, most of their, you know, the baby boomers and all of them, they’re retiring. So now that now you have a whole new generation of wealth, that’s going to most likely you know, as people, unfortunately pass away, you’re going to have wealth shifting. And as that Walt shifts, it’s going to shift to a generation that is expecting real time data, real time transactions. And so like nine to 930 to four for for trading. I think those those Is there going to be a thing of the past here very soon, it’s going to end you’re going to have to compete globally. This is not just a, you know, the the US is just one market. Now, if if other markets go 24 by seven, like, like crypto, then you know, and it’s going to have to happen, because how, you know, something that you’re seeing happening in the future space right now is is, you know, Bitcoin futures, for example, on the CME, they close on Friday, and then they reopen Sunday night? Well, you, you always have a gap, a massive gap in the open when there’s a big price move. So to prevent that, your regulators are going to have to catch up. And what I see happening actually, is the ATS is actually really gaining a lot of speed. And because it’s a much easier path to list a security on those than it is to go the traditional route of doing like an IPO and things like that. That’s why these were created.

Julien Phipps  20:58

Yeah, yeah. I agree with that. Also, the ATS is I think, is the other space that will shake up, obviously, the with the ability to maybe go cross platform and have these assets move into different, you know, arenas and you know, just be more liquid. But this has been, you know, really great thing, any closing thoughts real quick on, you know, maybe the top two questions or things that are asked about, you know, you know, in regards to digital securities, maybe starting with you, Jim, any any things or tips that you want to provide?

Jim Caboy  21:33

Check with the SEC, whether you’re whether you know, your digital or not, I think it may help just to have a note on file that, hey, I asked, you know, or, but if it’s about where it’s being issued and transferred. So the key word they also gave me in that conversation, is it the function of is the blockchain the function for issuance and transfer? So, if you’re just recording something, you know, it may not be digital, and I think you’ll be alright. But you better have an opinion somewhere, but, you know, work with partners like us that are aren’t so concerned on exactly what what it is, but use API’s to connect each other, to talk to each other and to do the things they need to do so that we can all work and get this done for for the shareholders in the issuance? That’s, you know, I know, there are jobs in blockchains. And people say all that, but you know, we’re already thinking higher and the next level up to do what we need to do up here. Those things can live down there. I don’t know. That’s just maybe take I add on. Thank you, Julien.

Julien Phipps  22:43

Good point. Yeah. And Shawn, closing words, before we hand it over back, though.


I think it’s spot on what what Jim was saying, and, and Amanda has been saying, like, you know, I mean, we’re just at like the, that we’re just starting at this on this. I mean, change is never easy. And so, and a lot of people will fight change. But at usually in the end, like what we’ve seen now in the crypto spaces, we’ve seen people come back and say, Oh, wow, there is something here. You know, so, you know, KoreConX is a great platform, and definitely excited to expand the relationship with them.

Oscar Jofre  23:24

Whoever that company may be, but you know, that’s totally relevant. So yeah, who is? Yeah, who is that? Perfect. Thank you, everyone. I mean, a, it is interesting to hear the discussion because you’re you’re right, we are in the early stages of this whole discussion of digital security security tokens NFT.

Julien Phipps  23:54

The host is cutting out. Hold on. Oh, no. All right, we’ll see.

Oscar Jofre  24:08

So can you guys hear me? Yeah. All right. You know, what I was saying is, there’s only two ways to approach digital securities tokenization and NFT. And all that there is the front door and the back door. And then there’s the no door there no door. Don’t even bother talking to any of us because I know Jim won’t even talk to it. That the back door is where you’re trying to get a no action letter from the SEC. So that means you’re trying to get you’re trying to modify an existing exemption to do something different. The front door is go to see a lawyer read the exemption understand it. And as to what everybody else is telling you here. There’s no more paper anymore. There is no more paper certificate. It’s already digital. It I always leave. Ask the people everyone this question when you go to the bank before COVID-19 Of course, when you went to the bank, and you went to the teller And you gave her the check for, you know, $5,000 to deposit in your bank account. You go, excuse me, Jim, can you tell me if you guys are using IBM DB two are using our you didn’t care? You didn’t care? Right?

Jim Caboy  25:14

I love that scenario where I get to go into positive $5,000 check to so you know, that’d be cool. But

Oscar Jofre  25:24

over your phone, you bet over the phone. But my point is that you don’t you’re not asking them where how they’re storing it. And we’ve made such a big deal of the underneath layer. Yes, it’s powerful, be immutable and all that. But it’s got to be with the laws, the banks, apply the laws, you know, they perform KYC nobody can just open a bank account and start getting until they do all those things. So, great discussion. Thank you, everyone for enlightening me

Sean Ristau  25:48

Thank you, Oscar and, Jim, good to see you, buddy. What. Good to see you

Oscar Jofre  25:56

again and this session and we’re gonna go to the lounge and bring back the next panel that we have.

Sean Ristau  26:03

Thank you again. Take care now.

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