Unlocking Global Investment: A Conversation with Upstream's Co-Founders (E3)

So thank you very much for joining us, everyone today. I'm exceedingly excited to introduce two folks that I've been talking to over the past three to six months. We've got Mark Alanowitz here, and we've got Brian Collins and there with Upstream. And Upstream is a really exciting player in the digital asset space that I've been talking to extensively, and we've been talking to a lot of people over the last year, and we've been talking to a lot of people over the past three to six months. Mark, if you want to go ahead first, and then Brian, and let's dig into your company. Absolutely. Doug, Phil, thank you for having us.

We're really excited to be a part of your podcast today. By the way, background, my name is Mark Alanowitz. I am the co-founder with Brian Collins, who introduced himself in a moment. We're co-founders of a company called Horizon Fintechs, which is a software technology provider that has built software and has built a company called Fintechs, which is the software technology provider that has built software and technology and partnered with a national securities exchange called Merge. I, myself, my background is I'm over 34 years on Wall Street.

I am a licensed broker dealer, but in this podcast, I just want to be clear and disclaim, I'm not acting that capacity whatsoever. What we're going to be talking about today has nothing to do with the United States and it's all outside internationally. So I just need to make sure everybody's aware and not be confused that I'm doing any type of capital raises or anything related to US securities law. That said though, what I think is key and why we're really excited of what we've built is that we're a combination of Silicon Valley meets Wall Street. As I said, I've been a banker for now over 34 years.

And what I really focused on in that role was creating the democratization of the investments by allowing investors to be able to participate in both public and private offerings and basically bringing Main Street into the ability to participate side-by-side with Wall Street used to be only the Wall Street elite. So I specifically focused on what's called the jobs act in title four, which is reggae plus we're the creators of the ability for that to trade on a national securities exchange. So my firm under my guidance did the first and only two onto the New York stock exchange, and we've gone on to do several onto NASDAQ.

We took that framework, that understanding of securities law, and that understanding of how to interact and give investors protection, information and disclosure so they can make informed decisions and apply that to what we're doing internationally, which we're going to talk about today. And it's on our marketplace called Upstream. Right. Brian. Thanks Doug. And thanks for having us on. I am CEO of the technology behind Upstream. We set about three and my background is I used to be a public market CEO, but I'm very technical.

So I want to build an environment where the friction that we saw as a public company CEO with people trying to deposit shares for micro capping, sub-billion dollar companies in the U S and try to deposit them for secondary trading is particularly difficult. So we set about building a robust exchange using blockchain technologies under the hood, but it's pretty abstract control the user. And with that was our vision is to build a fair amount for everybody. Where irrespective of where you come from and acts and days and so on.

If you bought shares and private placement in a company that lists with us, that dual lists with us, then you can deposit those shares for secondary trading and make some exit liquidity anywhere that you need to. So it's really just trying to build a platform that reduces friction in securities trading and opens it up to a global marketplace and not in the United States, you'll be very used to trading equities on the acts such as Robin Hood and the trial and so on.

And we built an app ourselves that allows people from Australia through to Brazil to come on board, open their accounts, fund their account with PayPal, with a bank wire, with the USDC cryptocurrency and trade equities on our platform using blockchain as the source of technology and the source of truth in blockchain is an immutable ledger, though that makes it very important for us to be able to attack players, all orders, real and so on.

So in the US, my background has been in the ATS business in the US and I worked with INX obviously, if I think about how do you invest in, let's say, private equities or public equities that are on the blockchain in the US today, it's all based up through an ATS and the UI UX, whether it's securitized T zero or INX is subpar. You've got to do it on your computer. There's not a lot of apps in this space and the liquidity is absolutely horrible. And what I first noticed about your company obviously was that the UI UX, it is like a Robin Hood in that it's something that you can look at on your phone, you can trade on your phone.

You can deposit equities on your phone and you can use a credit card on your phone to essentially go in there and then buy equities. So you must have seen the ATS model, which is accessible to US and obviously you're not, but you must've seen that model or maybe you didn't. And maybe you just started from scratch and said, look, let's just look at it from the way that the consumer wants to trade it. Like how did you get to where you are today? I'm going to address first the security side of it and then let Brian discuss the backend that powers it all. So you hit on something.

Unfortunately in the US right now, the current administration is not very receptive to blockchain. There are many broker dealers in the US that were enamored with the idea of being able to allow fractionalization and securitization of asset classes, utilizing blockchain technology.

But the SEC and FINRA had taken the position that it's a relatively new concept and that they wanted to understand how it would react and how the interaction would be with custody and clearing, with broker dealers, with what's called regulation safekeeping and 15C3-3, which not getting too technical means how are investors assets protected and to ensure that no one's going to come in and be able to take that asset class or be able to steal it.

Traditional Wall Street has always utilized these securities laws to give investor protections where we have clearing firms and reserves and other types of activities that ensure that investors are protected. So the SEC originally put out a notice and information and then refined it to allow certain types of special purpose broker dealers get involved. And the broker dealers that you had mentioned securitized T0 INX, those are firms that have been granted those special licenses to transact. The problem, and it comes down to this, is that unfortunately the SEC has stated that broker dealers really can't touch the entire life cycle.

So what happens is you're using an antiquated system, which is really what used to be the old pink sheets where you have a multi-border matching engine where bids and offers can go out and they need to settle away. So you can't have a marketplace that takes hours, days, or weeks to settle. Not in a world where we all, like you had mentioned, Robinhood, where everybody's instantaneous trading. Wall Street is a matter of milliseconds now with the way technology works. So if you have to wait for a trade to take even an hour, it's far too much.

So when we built the framework of the security side of the technology, and again, Brian will discuss the technology side of the technology. We built it on the backbone and the understanding of how we want to see a traditional marketplace works. To be clear, we operate an exchange called Upstream. Upstream is a member of the World Federation of Exchanges, an affiliate member. There are about 250 global exchanges in the world, the New York, NASDAQ, Tokyo, London, Hong Kong, all the major exchanges. What an ATS is an alternative trading system. It's a walled community where investors can come in and transact.

In fact, the original ATSs were what's the term is really a dark pool where firms would allow institutional marketplace to have institution basically do off market transactions. In fact, the OTC marketplace as a whole is not an exchange, it's an ATS. We're an actual stock exchange. So we allow real time settlement. Investors can come in, open an account and buy and sell securities. But what's unique about our marketplace versus the US market or the Canadian marketplace is we're in a T0 instantaneous settlement. So investors come in and they're instantly bought and sold. So there's no T1 settlement.

There's no market makers that are taking inventory and routing or basically looking for best bid, best offer spreads. It's our marketplace design where investors have full access to the order book. They can see buys and sells. Everything is out on the blockchain that you're able to see that. And most importantly, as you have a fully displayed open order book, so there's no ability to market manipulate or layer or spoof or any type of icebergs or any type of predatory and manipulative activities that we see. And most of all, there's no ability to short sell.

We do not allow market makers to take inventory positions and we don't allow anybody to hedge. So that is what in a regular market without the short selling. And ATS doesn't have any of those capabilities. So the ATS you need to come in over a wall, you need to be approved in. You need to be able to then place a bid or offer, wait for it to be matched and hope for settlement. Got it. You can take the technology side here. That's fine. Sure.

From a technology point of view, what we tried to do is just make a shareholder of an equity can essentially go into your app, type in the ticker, the account that it's being held at, and then you can move the equities to your exchange, which would then create a digital representation that would then trade on your exchange. Am I right there or am I wrong? No, that's correct. Absolutely correct. The nuance of it though, is that we're not creating new instruments. It's the exact shares that are already issued and registered with its jurisdiction.

So that actually is a good point to expand upon is that we utilize the transfer agent as the gatekeeper in and out of our marketplace. So like any other market, let's use Canada in the United States. You have what's called a depository. So it's CDS in Canada and it's CD and co, which is where shares are traded on NASDAQ or the New York or even the OTC. So what happens is shares are traded in that depository back and forth. And the way they enter that depository is directly through the transfer agent. That same concept exists with us.

Shares are traded in our market under what's called merge depth, which is our equivalent of CDN co and those shares are deposited and traded. So the transfer agent is the gatekeeper in and out where we don't allow any type of even manipulative activities from KYC or AML or money laundering, because we only don't know, we don't allow third party journals. So why this is important is those shares that are registered in its primary jurisdiction are traded in our markets.

So they would leave, let's say NASDAQ, go to the transfer agent, move from the transfer agent into our marketplace, trade with us, and at any time an investor can go onto the app and hit withdrawal and take it right back to the New York Stock Exchange or NASDAQ. So it's fluid. It interacts. The only difference between regular markets is where our exchange is a member of Euroclear, which is the equivalent of DTC and Euro. However, when you're dealing with the blockchain, it doesn't currently navigate or integrate with the plumbing system of traditional Wall Street. Now we believe that's going to change.

And hopefully as we see more adoption in the US from the regulators and more adoption from US investment banks, we'll be able to see that eventually translate into a full seamless open border marketplace. But as it stands today, that's okay. We can use the transfer agent in and out. Our firm is actually a stamp medallion guarantor. One of our affiliates is what's called a sponsor advisor, which is equivalent of a Nomad or a POW on the London Stock Exchange or EAM market. So we're able to actually stamp those stock powers in and out. So we make it fluid and seamless for the investors to be able to transact.

So if my friend over in Japan owns Tesla and he trades it in New York through his Morgan Stanley account, and let's say he wanted instead to trade it on your app because my understanding is you're open 20 hours a day. So not just during the market hours. If he wanted to do that, would he just deposit it or do you need to get approval from Tesla if you were to do something like that? We've taken the approach as a, so there's a couple different ways of looking at things. There's what's called a primary listing, a secondary dual listing, and then a quotation we're, as I mentioned, a regulated marketplace that allows primary issuances.

So we do IPOs follow on secondaries and instruments like debt preferred. Any type of security can be traded in our marketplace. Everything is done by prospectus. It's goes through our regulator. So investors have informed decisions to make by reading the prospectus to decide whether it's appropriate for their risk tolerance and suitability. What we also have the ability to do is take a company that's listed in any other jurisdiction on any other market. And we can dual list that security in our marketplace.

We allow that company, as long as they're current in their jurisdiction with their regulatory filings to be compliant and current in our market. So there's no additional regulatory burn on the, on the investor or the issuer to trade in our marketplace. Now that's set. In theory, we could allow Tesla to trade on our market without the permission of the issuer and that happens and we're starting to see more and more of that where we see other marketplaces announced that they're allowing Tesla or Microsoft or some other company to trade in their blockchain market. That's a derivative. That's a hybrid. That's not the real instrument.

As I said, our gatekeeper in and out is that actual transfer agent. So if the issuer was not compliant with wanting to be on our exchange and an investor wanted to deposit that position, if it was a large enough position and we set up perhaps a special purpose vehicle, we would allow that Japanese investor to do, but one offs we probably wouldn't allow. And it wouldn't really make sense. Why would you trade in our market when you could trade on NASDAQ? So how does it work? Do issuers come to you and say, we want to have a dual listing? Or is it someone says, I want to deposit these equities. Can you please check with the issuer?

It's a combination of both. The reality is right now what's going on in the small cap and micro cap and I would even say the mid cap market in North America is it's been absolutely horrendous. As a banker for the last two years, we've never seen it as bad as it is. Big market goes up every day. Everyone's 401ks and IRAs and retirement accounts, they're all smiling. But when you're coming into the small cap marketplace, the reality is it's been decimated.

So what issuers are looking to do is try to find the ability to attract investors that want to get an opportunity to buy those securities who traditionally have been alienated and not been able to do it. And where are your users coming from? Where are your investors coming from? What countries? Our investor pool is international. So there's a rule in the U.S. called 1586, which prevents foreign broker dealers and exchanges from transacting with U.S. citizens. And that's why we don't allow Americans or Canadians to buy and sell in our marketplace.

But there are a lot of people around the world that want access to these really exciting growth companies. It's almost impossible to go to Canada, open an account to buy a thousand dollars of stock. It's just I know I've tried. So imagine if you're in Southeast Asia or in Africa or Europe or South America and you see a roadshow of this great opportunity or more importantly, you just see the opportunity on the Internet because there's no boundaries and you want to buy it. You can't. But with upstream, you can. So that issuer now has the ability to list in our market and now be able to get access.

So it's very common to see a Canadian listing and a U.S. listing simultaneously and sometimes a German listing. So now they'll have a third or fourth, which would be our market. We're designed for somebody from their home to be able to download an app right to their smartphone and be able to buy and sell just like we do here in the U.S. Now, that might sound strange, but Brian can attest to this. In Europe, it's virtually impossible to do that. You have to go down to your bank. You have to make an appointment. And a lot of the bank officers won't even allow you to buy sub five dollar stocks on the New York or Nasdaq.

If you're buying IBM, sure. But if you're trying to buy some new junior mining company or some exciting new technology company, you're not going to be able to do with upstream. You can now. All right. So there's demand for these equities, but there's a lot of barriers in place for people traditionally in order to buy them. And what you're doing is you're taking away those barriers to entry. So creating a whole new pool of capital that may be looking to invest in these companies. So the benefit is threefold. So the benefit is an investor finally gets access to equities they're interested in participating in.

The issuer gets additional exposure, liquidity and capital, which ultimately translate into more liquidity in its master market. And then also it gives economic benefit directly to the issuer as well as the community. Companies are able to now raise money and be able to go into use that capital to reinvest in their local economy, create job growth and create other opportunities to grow that business. And we take that concept where we're really building here. And we're talking a lot about North America, but there are multiple exchanges throughout the world that have great opportunities and no one has access to. I'll give you an example.

You're down at the Jamaican stock in Jamaica and you drink some Red Stripe as an example and you want to own it. But you're not going to be able to go open an account at a Jamaican stock broker to buy in the Jamaican stock exchange. That would be a classic example where that company would want to be able to have the ability to list in our market because then everyone that visits that jurisdiction on vacation and wants to own a piece of that great rum company, beer company, whatever company it is, they can now do that.

So there are markets around in South America and the Caribbean all throughout Europe and Southeast Asia that can now create economic development for their local economy and more importantly, giving those issuers the ability to reach a global audience. That's what Upstream solves for. Business development seems to like, it seems like it's going to be pretty easy for you guys. Like I look at the Venn diagram, you're looking for essentially issuers that have cross listed, let's say in the US and Canada, maybe as you say in Germany. So you know that the issuer is already interested in looking for different pockets of investors.

And then what you call the company, or are the companies searching you out? Are you a household name right now to a lot of companies? No, we're five years, seven years in the making. We've been quite successful over the years as we built this. Brian will give a little more information on the technology. It's really impressive. It's over 4 million lines of code. We were founded by Wall Street professionals. We are funded by Wall Street professionals. So we all have relationships with issuers, service providers, transfer agents, IR firms, law firms, they're all investors. So they all have issuers that they work with.

But the reality is whenever you're a new market and you're trying to create new opportunities, it's slow going. And we're now at the transitional point where we're really going into what we consider to be very attractive growth. So what we decided to do is eradicate any listing fees for the first year. So we're allowing any issuer and any jurisdiction to do a list in our market without any cost. In addition, we provide them with economic benefit of IR programs and other type of visibility programs that are valued over a hundred thousand dollars to create liquidity for them in their master market, why our market develops.

So the answer to the question, we think it's a no brainer. Why wouldn't you? There's no downside. There's no additional regulatory burn and we utilize your existing filings. But the reality is we're just getting started. And we've got to get that word out. So working with people like yourselves and spreading that word is exactly what we're trying to do now. But if an issuer in the US or Canada or anywhere around the world says, look, I want to be on, I want to be listed with you guys. They still need an external investor, an investor in that equity outside the United States that is willing to bring their shares to you. Yes and no.

So in order to establish the flood, as I said, it's the existing shareholder base, it's not new issued shares. So somebody needs to be able to deposit stock is option one. Option two, and I've said it before, we're securities exchange. We have the ability to do follow on primary and secondary offerings. So we have the concept of registered securities, just like in the US or Canada or any other jurisdiction. So in theory, some of the issues that we're talking to are looking to raise money. And I'm going to give you another classic example that will answer your question.

There during the 2010 really up and still happening today, it was a giant boom or actually 2000 to 2010. There was a big boom where we saw a lot of Asian based companies come public in the United States, and there was a lot of opportunity where there was a lot of growth. And unfortunately, there was also some issues that originated from some of those listings. So US institutions and retail have been a little bit shy to invest in these opportunities.

Any type of cross border early stage opportunity has inherent risk, but in the local jurisdiction, that company might be well received liked and very well respected where those investors want to buy the stock, but unfortunately they can't go to NASDAQ and purchase it because it's a $3, $4 stock. And they're not taking foreign based investors. That would be a great company to list in our marketplace, because now you have an enormous opportunity of investors that are offshore that would now, who believe in the company, know the company, use the product, and now want to get involved.

So that company could then do a securities offering on our market under what's called Reg S. So they're selling to international investors. We don't have to worry about the securities coming back to the US because there's no US investors that transact in our market and it can't happen. So for that purpose, the company would be compliant and be able to sell securities, which would create the flow. So we have several issuers that we're in discussions with that are looking to do that. It's a great way to raise capital, great way to get visibility, and great way to attract new investors to your company. Now, can you only list public companies?

What about private companies? So if someone does a Reg D, Reg S in the United States, could they take the Reg S side and could they do a raise? So a primary raise through upstream. Absolutely. That's exactly what I was saying. So the investor protections in the US are really designed to protect US investors.

So Reg S allows a domestic corporation to be able to sell securities internationally, as long as those securities do not come back to the United States, being that Brian and his team built very sophisticated technology that has liveness detection and other types of protections to make sure and ensure that Americans are not transacting in our market. We can feel confident that the company will remain compliant and be able to sell those securities internationally. Outside of the US, they can trade free trading. Let's say I did a Reg CF in the United States. I wanted to raise $5 million for a company. And half of them come in from abroad.

So private issuance under Reg CF, half of them come in from abroad. I get two and a half million there. And I say, you know what? We're going to tokenize this and we're going to send it over to upstream. We're going to give these guys the opportunity for a secondary market there. I guess the question would be, is the issuance size too small? Do you have a limit and there's a minimum float?

The second one would be, can you only list things that are under a full prospectus, let's say in the, like an S1 or F1 or under Reg S or would Reg CF also be something that you'd be able to list something under, like where, what's the floor in terms of what you guys can list or can raise for? So the answer is better rather than the floor. What's the disclosure standard? For us, what's important is going to be disclosure to investors so they can make informed decisions.

And that disclosure requires the equivalent of the old days, if you're listeners, I think you said you're the old man listening or you think we're the old men talking, I think it's the older folks that are listening. Okay. The old way it used to be, it was called SB2. In the U S you have companies that are current reporting with the SCC. These are registered securities or alternative reporters that are on the OTC. In essence, those are the standards that we have. The company must have an independent board. The company must have adequate disclosure or management financials and annual audit. As long as that information is presented.

And if you think about Reg CF as that example, a form C requires anything over 1.2 million to have reviewed or audited financials under that. So they would be compliant in their disclosure as long as they continue to report semi-annually and annually with us. We don't all require quarterly financials. That would be a great way for an alternative filer. That's not a reporting issue. We're CDAR in Canada or the SCC under 34 Act in the U S they would be available to remain compliant and be able to sell securities in our market. So how I get a lot of issues that talk to me and they think, oh, I'm going to do, I want to do a reg D reg S as a token.

And my views right now is why would you do it as a token here? Instead, why don't you raise the capital under reg D reg S with an option, a couple of paragraphs to say that you may decide to add liquidity by giving people the option to make this into a token that could then be listed on other exchanges or a secondary market, because obviously if you do a straight reg D reg S and paper form, there is no secondary market and there probably never will be.

But if you do it as a tokenized form, you can open up that reg S part so that there's a secondary market for folks outside the U S or even for under the reg D, if it's the reg D would be under an ATS wouldn't be with you guys, but the S part could probably trade on. No, actually the reg D can trade with us as well. So reg D doesn't, isn't limited to just domestic investors. It could be still right. Long as the investor itself is the non-US citizen and they're not in the United States transacting and we can accept them. So where you would run into and even our reg CF has a 12 month statutory hold and reg D as a story story hold.

So as long as the staff story hold has been met and the company's council is willing to write an opinion to lift the legend, we would accept those securities to trade in our market. As long as again, they're compliant with their disclosure with us. Now, how quickly can that happen? If someone comes and they have their disclosures, they have their paperwork done and complete. What is that process to onboard onto your platform? About three weeks. So we adopt those regulatory filings. We write what we call a listing particular, which is like a light perspective.

If it's a primary issuance, it's a full perspective, but if they're already just have disclosure in other jurisdictions, we adopt that disclosure by reference and then incorporate that. So it's about a three week process. Our team will work with you in creating a visibility program and all those benefits that I had said. And then during that time we work with the company to make sure that disclosure is adequate and that it's been approved. And once it's approved, it trends, it goes into Brian's world where it's tokenized and creates this great ability to trade. We deposit those securities. We work directly with the transfer agent.

I'm going to let Brian talk just for a moment here about some of the really cool technology that we built to integrate with us transfer agents. And I think this is a key point. I said at the beginning, our gatekeeper is a transfer agent. A transfer agent is regulated by its jurisdiction, which ensures compliance. So we've been able to build technology that interacts with them to allow the seamless ability to move securities in and out of our market without the friction and the biggest thing, and I cannot reiterate this enough, it is extremely difficult and even in the U S to deposit securities or transfer securities to any other shareholder.

You must have what's called a medallion stamp. It's a green stamp. It's a real painting that has to go get, you have to go to a bank or you find a broker dealer, but if you're outside the United States, forget it. It's virtually impossible. We handle all that for you and we do stamp it and we allow that integration to occur and Brian and his team built some really cool technology to do that. So with that, Brian, maybe you want to touch upon that? That's just a high level view. The only technology here, Douglas and Phil, is to make it seamless for the user. So we don't need a big, huge collaborative to get the user to get this stuff.

The user has shares normally done at book entry or the transfer agent in the person's name and address and the number of shares, the most popular transfer agent software in America, we know is Translar. And we have a Translar API on our side. So that when you download the upstream app, you basically tap a button for deposit securities, you enter the ticker symbol and the number of shares.

Next, we sign that transaction using blockchain technology, it's all very transparent, easy to do that causes a request to be sent to Translar in that person's name and if we match the person's name and address, those shares will move from book entry of that person's name straight over and upstream. We will be there in a minute, if we have the API integration. That's just amazing. It's an unbelievable dub because we've already made the agreement. How long does it take? Is that like five working days or is it like? Typically it's of the transfer agent.

Some transfer agents will, when they get the notice from us, they'll do it electronically within 20, 30 minutes. Some transfer agents take up to seven business days. Each one is different. So unfortunately what we say to everybody is it's up to seven days and it could be as quickly as a few hours. Yeah, I've faced a lot, I guess when I was at INX there, I think we were always talking about taking equities and listing them and whether it's for the US investor, for people outside the US. And it just seemed like it was a heck of a pullover and you guys have figured it out. And now you're obviously off shore rather than on shore.

So in that regard, it may be it's easier if you're not looking at it from a US perspective. No, we're actually looking at it completely from a US perspective. We built it for the US, but the US isn't ready for this yet. And with a change in administration, let's say, does that mean then it upstream would be able to figure out how to open up as well to US investors? That's our ultimate goal. We originally were open to US investors.

We took the position, which we still feel is a valid legal position that we were able to transact with US investors, but the current regulatory regime felt differently and there was no point in trying to navigate a marketplace that really wasn't accepting a blockchain technology yet. How do you define a US investor? Is it based upon residence or based upon citizenship? Citizenship. So a non-US investor, so from a user experience, are they looking at this in their native language from where they are or what is that experience like for them?

Now Phil, we typically have it in the English language, although we can localize it in our language, but typically more securities and disclosures are done in English, so that's what we use the accurate in the English language. The definition of the US part is a formal one, and it's a US passport holder and or a person, resident ordinary, so they are not permitted to trade securities on our phone, and our app detects that during the KYC process, and we know what you're going to try to do. Anybody can download the app.

US persons can deposit money, for instance, by NFTs, connectable on our platform that can trade security, so that they're prevented or actively prevented. It's not via IP, you can't apply to pass us with a VPN. No, that's helpful work with us, so we're very strict on our criteria. Definitely. If we say no American, then it's American. Okay, so in the last couple of weeks, I've seen your LinkedIn announcements, and I think it's four companies you've announced that are going to be listing with you, or have already started listing. Is that the sort of momentum that we're expecting, or is that just a bit of excitement?

Do you have a large pipeline of customers? Are you able to talk about that? We are constantly marketing and networking. As I said, we're made up of Wall Street, the Wall Street ecosystem and community, our investors, so they have all been working with us to create visibility for what we've been able to accomplish for these issuers. So when we first started last year, we had quite a bit of momentum. We had over 30, NASDAQ, New York, OTC, and international companies that we're listing, and we had to take a little bit of a pause as we were navigating the US regulatory marketplace. Now that's been sorted out, we're just getting started again.

So I think you're going to see this momentum continue, but it's going to be beyond just what we're doing with just issuers. We're much more than just a dual listing exchange. We are a marketplace for securities from around the world, for international investors across time zones, across jurisdictions to be able to purchase. So we have some really cool innovative products that are coming out linked to ETFs, being able to buy cryptocurrency that we're creating into a security, like what we saw with the recent regulation changes here for Bitcoin and Ethereum, types of meme coins.

So these product launches are going to be coming in as they continue to be rolled out and as the issuers continue to sign on, I think we're going to start to continue to get the momentum, not only for the dual listings, which is continuing, but for these cool new products that are really going to attract investors to have the ability to trade in a safe, secure, compliant manner and get access and touch points to non alternative or to alternative asset classes like cryptocurrency, but in a securities type marketplace. What's the relationship between issuers and market makers?

So an issuer comes along and says, look, I want to do a list with you guys. I know I think that we were looking for a market maker and my understanding wasn't where we were listed. You don't pay the market maker out of the market maker is there for you. Do you have market makers for these instruments once they're trading on your platform, or is it really just based on people's bids and offers? So the market is designed with no market makers in the traditional sense.

Now, being that this is a blockchain based market, Brian and his team have mimicked some of the types of activities that we've seen in the decentralized world, they all talk about it now. So we have some really cool technology through what we call automated market makers and AMM, and that's something that our regulator and our exchange allows the disclosure of issuers to be able to utilize that type of concept and for investors to be able to come in and be able to participate. So with that, I'll let Brian expand on it. Just to talk again, it's a high level market. We run automated market makers.

They usually hunt the product formula, which is effectively a blockchain type technology that allows persons, any person that has cash and shares to deposit them in the ratio that will set the price of the hundred dollars and 50 shares where you said, when you put those shares in, that's a $2 share. If it's the first entry to the market code, that's what they're called and you create the bids and offers automatically at that point. So you have lots and lots of bids and you've blocked a lot to ask on the link, create an automated technology. So the market maker is there.

So anybody who places the market order or a limit that will be executed will be matched in its detainees. The person who supplies a person, as many people as they wish can put money into the market maker to decentralize the exchanges. So I have a question. So are there any other applications around maybe sports entertainment or any other unique uses of the platform that either are up now or maybe thoughts of in the future? Absolutely. So we've changed with the times. So we were, and I'm going to go back to being what I think is the key point is we are regulated and we are a securities exchange.

So we've always taken the position NFTs and any type of instrument like that has anything that touches the Howey test is a security, no ends, ifs, or buts about it, and we agree with the US regulators in that stance. So we've always worked with that kind of concept to take those instruments and offer them on our marketplace. So we were ahead of the curve years ago. We were doing fractionalization of technology, fractionalization of music royalties, ownership in sports teams. We originally had a concept called a global fan exchange, which allowed ownership and professional athletes in their future income streams.

All that were systems, technology, methodology, and disclosure that we built. In fact, we were working with the largest movie studio in Bollywood, tokenizing a royalty stream related to all the music that came out of the Bollywood films, what happened unfortunately, and I think things work in cycles is that NFTs became a four letter word. We saw this nonsense of buying a picture of an ape and thinking that you're going to retire and all these young people that were coming in and trading these types of asset classes, when in reality they were nothing but, but puffery.

So we have the infrastructure and we're waiting patiently because we believe that NFT technology, but what it's really supposed to be used for going back to sports teams, fan engagement, front of the line passes, VIP experience and ticketing. All the other things that some of the major brands in the world are recognizing like Louis Vuitton and Porsche and others and even Delta it's coming.

But I think people just took a pause and sometimes it's good to have a clean out of all these bad actors because the next and the next, I think the next wave, if you will, is going to be better than before and doing it the right way and making sure that it's done properly is what upstream is in a position to do. It would make a lot of sense because all the major venues have moved to digital ticketing.

So the fan experience they're used to a digital experience, not necessarily having to see touch feel anything, but then with this technology would potentially give them a lot more access or additional identification as VIP or mega fans, or if they're a part of the concert. And by the way, we have a lot of celebrities, we have athletes, professional athletes that are investors in us because they were part of that movement. We have a very famous professional musicians and entertainers from the global stage that are investors in us.

Everyone was positioning themselves for this boom, but the minute that you see all this negative news, no celebrity wants to put their name to it. But Americans be able to use that side of your app. Anything that's a non-security related side. So fan engagement with no economic benefit, no upside, no dividend, no ownership, no participation, no Howie test touch points. Absolutely. In fact, that's just think about this world. COVID changed everything where you just said it. People are used to it. You never would have gone into a restaurant and scan your menu. Now all you do is scan your menu. I find it annoying.

I still like the old menu, but at least you still get to know that's what's happening. So imagine going to concert or what we are working with some of the hip hop hall of fame's and museums and other things where you go and you see a, that beautiful Monet and instead of going to the gift shop, you do a scan of the QR code and you instantaneously are able to get that product and take it home with you. Or you're in a concert and you're able to geodofense where that particular entertainer puts out a QR code during that one song.

Everybody in the audience gets airdropped, a commemorative like they're getting a towel or a hat or anything else at a sport event. There are things like that. And that, where that NFT is a VIP experience that gives you backstage access for a meet and greet. And we take it one step further. We have KYC and AML technology because you are buying on a regulated marketplace. So I work with a lot of celebrities and entertainers and their biggest concern is some wacko going to come backstage and put me in harm's way when I'm doing a meet and greet. I have security sitting there, but who knows what's going to really happen?

This way we can actually know who's coming in advance and being able to provide that technology of them and to get that information to their security detail, to make sure that some stalker is not coming through. These are the things of the modern techniques of where entertainment is going. Blockchain, I think powers it and a marketplace like upstream enhances it. Mark, the way that you and Brian talk, it's refreshing in that. I think we talked to a lot of folks and certainly I've been immersed in this business for a while now as well. And there's a lot of hoopla. There's a lot of guys that don't know what they're talking about.

There's a lot of guys that have that Facebook approach of we'll break it, then we'll fix it, which obviously you can't do in finance in the United States, certainly, but you guys seem to be taking the right approach and moving in the right way and the UI UX is to me just incredible on a comparative basis to what's available to folks in the US for a similar type of instruments. And it sounds like you're poised for growth. Are you guys doing a raise right now? We are. What we can say is that we're doing a, so as I mentioned earlier, we've always been financed through investors that we have relationships with that are active in the community.

There's two things that are happening right now. We're doing a regulation CF financing. This is for up to 1.2 million for non accredited investors in the US or internationally. So the key here is if you're a US citizen, you can't trade in our market, but you can ensure benefit from the returns that we hope to eventually make. So you can own a piece of this company that provides all of the technology and shares in that revenue from the market. And because it's reg CF that's open to retail. It's open to retail. It's a $30 share purchase. It's a minimum of dollar investment and it's open to everybody.

So if you want to get access, you can go to that's not horizon. Fintechs.com we'll put it up. We'll stick it up there for sure. But the key is make sure you read the reg CF foreign C disclosure, understand all the risk factors and what's associated with it. What we're also doing though is outside the United States and in the US, we have a 506 C for larger investors that can participate as well. So that's something that's it's a different instrument. It's straight common stock where the reg CF is designed with a little bit more of investor protections since they're non accredited investors. And that's a preferred instrument. Both are available.

One allows accreditation accredited investors. One of those allows non accredited investors, but it's a great way. If you're, it meets your suitability to learn about what we're doing and be a part of our future growth. What are you going to use that money for? Is this for marketing technology? You gave us sort of a breakdown. Primarily it's going to be used for continued technology expansion as well as marketing of both issuer acquisition and investor acquisition. I've done a lot of talking about the technology, the security side, but Brian is being somewhat humble. He and his team have really built some incredible technology.

They're made up of Microsoft engineers. They've been able to build really cutting edge. I guess you could say what I think to be, and I could probably turn on my phone, but some of the most modern technologies. I'm going to let him talk about that because I think under it all, and it goes back to what we said at the beginning, when you marry Wall Street with Silicon Valley and just to answer one thing you said, Doug, and I always like to say this. I had been on so many phone calls throughout the NFT boom.

And I'm a regular speaker at NFT NYS NYC, and people don't like talking to us because we tell them what they're doing is against the law and even large corporations, major movie studios and record labels all thought I was crazy until they came back and said, you were right. We used to sit on the webinars or go and go to the different conferences and sit on the panels. Everybody was an expert because they said they, so on LinkedIn, but none of them have ever done a deal. They're technology guys that became stock guys that became blockchain guys. They became cannabis guys. And I don't know what the hell they are today. Another and AI. Yeah.

You're not going to a dermatologist to go do a heart surgery or worse. You're not going to a nurse practitioner to go do open heart surgery. So you really need to work with professionals and that's what we assembled. We've got the wall street side, and then we married it with the Silicon Valley side where guys who can actually build something themselves and not buy it from off the shelf from someone else. Brian, take it away. I think it's more like the sake of my connections, but the thing to go technology for me, it should be seen. You should download the app and not think that there's a wonderful amazing piece of tech under the hood.

The UI UX is everything. So the user interface user experience is everything. And we try and make that as elegant and to fit together and simple to use as we possibly are and under the hood is all the trading and compliance and order books and market making and all of this functionality there. It just means you put in a market over at its match. That's all you need to know as a technology user, but the technologists, we need to understand all of the moving part.

And for that, we have a team that we've built in Ireland, England and America and Switzerland that allow us to build out this software with 4 million lines of priority code, every single thing we do, we build our cell. We run an Ethereum and they're too optimistic. Blockchain. We write all our own blockchain code as well, but you won't see it. You as a user, you don't know that your token, your shares are told. So that's, that's not relevant to you. You want to buy low, hopefully and sell high. That's really what you want to be able to do. And do this easily as possible, as simply as possible.

That's fiction as you can, or indeed invest in interesting company. So the idea is that you mentioned we made it in app because everyone wants to carry this stuff around and that's all. So put it into your phone, have your private key on your phone, sign it to the back of your headset. You don't need to bring a ledger to nano X. You don't need to bring metamats. You don't need to do all of those other documents. Why? Because we built our own planning system. Our own Ethereum planning system is inside our app. You don't, as long as you can smile and put a camera, you can buy it because your face, I think we will not require. Yeah.

This is music to our ears. It really is. Or how it should be. It's one of the biggest blocks. People always say the biggest block to this has been regulation. And I'd say the biggest block has been absolutely a horrible UI UX because we're so used to frictionless. We're using Amazon or using E-Trade. We're not used to friction. And as soon as you bring friction into it, it's a disaster. Or sometimes even novelty dogwits cause people just get bored. Oh, that's too complex. Why do I have six screens instead of four? Why is this button not to buy? Usually the buy button is on my left thumb. It's silly stuff, but that's what they want.

That's what people like. And it all leads to standard. Say you're round until like you're on your left thumb. We as technologists need to understand why they would prefer it on their left thumb. Develop something that works on their left thumb and still does blockchain. That's what we need to be able to do is all of our users. And many blockchain companies, when they wanted to build something, they went to the developers and say, what's the easiest way to build this? As opposed to taking it from, this is what the user wants. Yeah.

I remember when I first got started in with crypto and Bitcoin, I was afraid that I was going to copy paste the wrong letters, numbers, and that I'm not going to lie, it delayed me from quick adoption because we're talking about dollars and cents, and I was scared that I was going to do something wrong and poof, my money was gone. I'm going to call it with people of a certain age and what you don't want to be learning is how to use crypto and how to do all this stuff. And we're a backwards based on capital and all that stuff worked on with that. So I'd rather have a system where I can posit my money and buy shares in companies.

And then it said, those shares interesting companies, what I want. Why are we listening? This is very refreshing. Listen, Mark, Brian, thank you very much for joining us. How do we get in touch with you guys? If, if folks that are listening want to get in touch with you, where do they go? We encourage everybody to go to upstream.exchange. You'll find out everything that we just talked about today, all the information on the exchange, there's an FAQ section. There's a contact us section.

If you're an issuer and you want a list that talks about how to go about that process, somebody will be in touch with you as soon as you, you send us a message. We have a whole team that's on standby and the same thing. If you're interested in actually playing and transacting and interacting with our marketplace, go to any of the app stores, just type in upstream. You can download it and in a matter of minutes, you can be accessing equities and trading internationally. Thank you very much, gentlemen. This has been wonderful. I'm Phil Larmon. I'm Douglas Borthwick. And this is Old Men, New Money.