818-909-6800

This appears to have no relation to this thread.

Just Saying..., In a round about way, this process will allow current investors to take the loss and move on , as when the stock is listed and available for sale, investors will be able to sell it. I also saw on one of the press releases that they are going to be raising funds to fund their call center operations to raise more funds.

I  am curious with the amount of money involved that there was never any legal action by any lawyer, as I would think that if there was a case to be made , there would have been some law firm all over this. So to me that indicates that there must have been some law firms that looked at this whole process and decided that , while it was not a good business investment, , it was not an illegal one. Any thoughts on this? I mean there are enough ambulance chasing law firms out there and enough investors out there, that you would think some one would have looked at this? So I think you are right that anyone involved in this needs to take the loss and move on, and consider it an expensive lesson.

I would be curious to hear BP's reaction to this latest news. He mention that he was very close to the project and was working on things to move it forward. Was this what he was thinking would happen? Is he satisfied? is there more to come?

BP and the advisory Board are not satisfied at all . We did not approve of this deal and recommended that they not go thru with it.. At this point we are not even sure it is legal and am checking with our attorneys.

What in the hell is an "advisory board". How does an LLC have an advisory board? How are the managing members involved? Apparently the title "advisory board" doesn't carry much weight if the did not take your advice.  Why would a company even be interested in a JV with an LLC that may or may not have equity? I don't think anyone knows, with any clarity at least, exactly what these LLC's represent. Why is the place opening a "call center"? what does that even mean? I guess it means that there are no broker-dealers interested in this crap. Finally, I really want to know how an ADVISORY BOARD was formed, who sits on it and why we find out about it on a message board? I mean is this just a group of people meeting at The Cracker Barrell in some Floridian suburb?

Wow , so this is interesting. So the mgmt of DOZ/ECOZ are in effect telling the advisory Board (not sure who is on it) that they are not interested in what you and the board have to say? I have a feeling that the legal docs give the managers of ECOZ/DOZ all the power to make whatever decisions they want to make. I am sure they will say this was their only option and that the advisory board wasn't getting anything done to move the project forward. Was mgmt working with you and the board all along or were they keeping their distance all along from the board and your ideas? Sorry for that to happen to you , sounds like you were trying to do something for the project.

Great post.  I knew there was a smell that stank.  The sad thing is, there will be people who will invest.  Happens every time.  Helpless to warn them.

Hello:
I believe that each LLC has one (1) managing member that has sole discretion over all business activities of the LLC.However,  there is a proviso that if the members feel that an inadequate job is being performed they reserve the right to replace them. Therefore, it would seem prudent that the managing members be replaced by someone that is NOT in pocket. I would call into question the validity of an "advisory board". It would appear that they possess no sway in the evaluation of business decisions. All in all, it sounds like a convoluted mess. I would stress that some form of investigation be put forth to ascertain the legitimacyof they actions of the managing members. I am also concerned about how the funding of this project was constructed. Did the sellers of the shares have any legal right to broker these deals?

Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings

A Small Entity Compliance Guide1

Introduction

Enacted in 2012, the Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies.  The JOBS Act requires the SEC to adopt rules amending existing exemptions from registration under the Securities Act of 1933 and creating new exemptions that permit issuers of securities to raise capital without SEC registration.  On July 10, 2013, the SEC adopted amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act to implement the requirements of Section 201(a) of the JOBS Act.  The amendments are effective on September 23, 2013.

Rule 506(b) of Regulation D

Section 4(a)(2) of the Securities Act exempts from registration “transactions by an issuer not involving any public offering.”  Rule 506(b) is a rule under Regulation D that provides conditions that an issuer may rely on to meet the requirements of the Section 4(a)(2) exemption.  One of these conditions is that an issuer must not use general solicitation to market the securities.

“General solicitation” includes advertisements published in newspapers and magazines, public websites, communications broadcasted over television and radio, and seminars where attendees have been invited by general solicitation or general advertising.  In addition, the use of an unrestricted, and therefore publicly available, website constitutes general solicitation.  The solicitation must be an “offer” of securities, but solicitations that condition the market for an offering of securities may be considered to be offers.

Rule 506(c) of Regulation D

Section 201(a) of the JOBS Act requires the SEC to eliminate the prohibition on using general solicitation under Rule 506 where all purchasers of the securities are accredited investors and the issuer takes reasonable steps to verify that the purchasers are accredited investors.

To implement Section 201(a), the SEC adopted paragraph (c) of Rule 506.  Under Rule 506(c), issuers can offer securities through means of general solicitation, provided that:

all purchasers in the offering are accredited investors,

the issuer takes reasonable steps to verify their accredited investor status, and

certain other conditions in Regulation D are satisfied.
An “accredited investor” includes a natural person who:

earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year, or

has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).
An “accredited investor” may also be an entity such as a bank, partnership, corporation, nonprofit or trust, when the entity satisfies certain criteria.  The full definition of “accredited investor” is available here:  http://www.ecfr.gov/cgi-bin/text-idx?c=ecfr&s ... 92bcf9ad6fccea3
&rgn=div5&view=text&node=17:2.0.1.1.12&idno=17#17:2.0.1.1.12.0.46.176

The JOBS Act requires that issuers wishing to engage in general solicitation take “reasonable steps” to verify the accredited investor status of purchasers.  Rule 506(c) sets forth a principles-based method of verification which requires an objective determination by the issuer (or those acting on its behalf) as to whether the steps taken are “reasonable” in the context of the particular facts and circumstances of each purchaser and transaction.  Among the factors that an issuer should consider under this principles-based method are:

the nature of the purchaser and the type of accredited investor that the purchaser claims to be;

the amount and type of information that the issuer has about the purchaser; and

the nature of the offering, such as the manner in which the purchaser was solicited to participate in the offering, and the terms of the offering, such as a minimum investment amount.
In addition to this flexible, principles-based method, Rule 506(c) includes a non-exclusive list of verification methods that issuers may use, but are not required to use, when seeking greater certainty that they satisfy the verification requirement with respect to natural person purchasers.  This non-exclusive list of verification methods consists of:

verification based on income, by reviewing copies of any Internal Revenue Service form that reports income, such as Form W-2, Form 1099, Schedule K-1 of Form 1065, and a filed Form 1040;

verification on net worth, by reviewing specific types of documentation dated within the prior three months, such as bank statements, brokerage statements, certificates of deposit, tax assessments and a credit report from at least one of the nationwide consumer reporting agencies, and obtaining a written representation from the investor;

a written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant stating that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the last three months and has determined that such purchaser is an accredited investor; and

a method for verifying the accredited investor status of persons who had invested in the issuer’s Rule 506(b) offering as an accredited investor before September 23, 2013 and remain investors of the issuer.
Rule 506(b) remains unchanged following the adoption of Rule 506(c) and continues to be available for issuers that wish to conduct a Rule 506 offering without the use of general solicitation or that do not wish to limit sales of securities in the offering to accredited investors.

Amendment to Securities Act Rule 144A

Rule 144A is a non-exclusive safe harbor exemption from the registration requirements of the Securities Act for resales of certain securities to qualified institutional buyers, or QIBS.  A QIB includes certain entities that, in the aggregate, own and invest on a discretionary basis at least $100 million in securities of unaffiliated issuers.  A registered broker-dealer qualifies as a QIB if it owns and invests on a discretionary basis at least $10 million in securities of unaffiliated issuers.  Prior to the recent amendment to Rule 144A described below, offers of securities under Rule 144A were required to be limited to QIBs, which effectively prohibited the use of general solicitation under Rule 144A.

Section 201(a) of the JOBS Act requires the Commission to revise Rule 144A to provide that securities sold pursuant to Rule 144A may be offered to persons other than QIBs, including by means of general solicitation, provided that securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe are QIBs.  To implement Section 201(a), the SEC adopted an amendment to Rule 144A to permit the use of general solicitation under Rule 144A, as long as the purchasers are limited to QIBs or to purchasers that the seller and any person acting on behalf of the seller reasonably believe are QIBs.

Raise $300,000 through a convertible debenture using StereoVision Entertainment’s (SVE) one year hold restricted stock (OTC:SVSN) at $.05 per share to fund joining ‘Dorothy of Oz LLC’ (DO), ‘Emerald City of Oz LLC’ (ECO), ‘Alpine Pictures LLC’ (AP), ‘Star Team LLC’ (ST), and ‘Stereo Vision Entertainment Inc.’ (SVE) under the umbrella of the new publicly traded company, ‘Inspirational Vision Media LLC’ (IVM). IVM’s business mission is to launch marketing campaigns, call centers and a P&A fund to promote IVM and SVE, and to produce their stand-alone LLC film projects.

So the plan of taking all this crap and putting it into one bag costs $300,000. There are no assets or value to any of these LLC's but the have unknown thousands of "investors" Shareholders" or "members"
It appears that the true strategy is to just keep changing the name of the company and moving faces around to keep everyone a little confused and hopeful. So now 20,000 people from the "sucker list" are going to be hammered to INVEST more money. The only need to find 30 fools with $10,000 each to pull this off. I'd say its doable.

reported for removal

Why is this reported for removal?  The post is completely in-line with this thread. It is not spam nor someone masquerading as someone else.

Dont think this is going to happen .Think it will be very difficult for them to raise $300K .

Well, they may very well raise funds but I doubt that anything of substance will come from it. Besides it appears that the $300K is just seed money to prepare to seek even more funding. All I see is a bunch of nonsense. Why is there no Alpine or Summertime website? Where is their physical address located? Is the only thing remaining a mail drop? What happened to the Oz website? What about the games online? I am asking because you appear to be intimately involved with this group of people, and I assume pal around with Greg Centineo, Ryan Carroll, Roland Carroll, Neil Kaufman and Bonne Radford. I am also curious about your role in the fundraising. Did you talk your family and friends into the debacle?  I still can't get over the fact that they lost over $120,000,000, yet they all seemed to fair pretty well off this venture. Greg Centineo, Ryan Carroll, Roland Carroll, Neil Kaufman and Bonne Radford didn't lose a dime, and in fact may have walked away with millions of dollars in fees.

Nobody walked away  with millions believe me .They all lost money .As for me i am simply an investor who likes to keep abreast of things.

I seriously doubt that any of "those" people lost a penny. They made ver 22% on every dollar pilfered plus "production" fees and whatever else they blew money. No one know where and how ANY money was spent.
I've been told my people in teh industry that it looks like they spent no more than $30,000,000 on the film. NOT anywhere the reported costs.

Didn't Greg Centineo make a pretty hefty commission on sales of stock? I thought I read somewhere on here that some brokers were making up to 40% commission. Greg said he raised over $100,000,000, so I am guessing that a few million was paid to him in commissions.  I suspect a lot of other got a piece of that too. so it would seem to me that the real money was not on the movie but on the raising of funds, which it appears is continuing under a new guise and supported by Michael Douglas and his Bridge Group.

Yea BP, I think you are being a little naïve not to think there were some people who didn't come out on the plus side , there was an ton of money flying around. Just review the offering docs - there was up to 15% in fees for fundraising , another % (not sure but 20ish % sticks in my mind) to the producer plus other listed fees and expenses. I'm not implying or saying it was taken illegally , just saying the amount of money that they said they were getting  , again per the offering docs, was pretty substantial. Doubt they lost it all.

I know you are likely just an investor who was trying to help but I think you've seem firsthand what some people are really about.

I've pretty much written this one off, even with the latest news about the stock swap. All I can say is Karma is a [***].

Dear Lurker:
Great post and response. I am unable to locate the summertime website and the Legends of Oz site. I must have an old phone number as well because I am unable to reach anyone. Anyone know how I can reach someone? I use to speak to Neil and Greg, other guys called all the time asking for more money too. Is Ryan or Roland Carroll at Summertime? How did Everything just dissolve into such a murky mess?

Not sure how to contact anyone involved in this, maybe BP knows. Not surprising everything seems to be shut down considering how poorly this whole project turned out. I think the principals have all moved onto to new ventures and I'm sure the money raisers are off trying to raise more money for another project. You know as much as I do, mostly from the few posts here and the public release of some of the stock swap details , but so far I haven't received any info or communication regarding what my ECOZ shares were swapped into, where the shares are held, when I can sell them, etc. When they were raising money, the calls and communications were non stop. All I can say is there are an awful lot of people out there who don't have these guys on their Christmas list anymore.

Nothing has been done yet , no swaps have taken place , everything remains the same
best bet is email   info@bridgegroup.biz  As you can imagine they are swamped