DoD de-fangs the CIA, 305th intel proves foreign interference, SCOTUS maneuvers

 From Natural News

(Natural News) All the pieces are falling into place for a Trump victory. The circle is nearly complete.

In today’s Situation Update (for Dec. 11th), we bring you an astonishing collection of breaking news items, evidentiary documents and insider information that reveals President Trump and the DoD are winning the war against the deep state and the CIA.

President Trump recently tweeted that the attempted coup by the deep state would “escalate dramatically” as the American people realize, “A coup is taking place in front of our eyes, and the public can’t take this anymore.”

More than anyone else, Trump knows the escalation is nearly here, and he is preparing DoD, Special Forces and American patriots for the “final battle” that will determine the future of this constitutional republic.

Listen to my Situation Update here, and read the full detailed story below, which outlines the current scenarios involving SCOTUS, the Insurrection Act, the DoD, China and more.

Brighteon.com/3a8d67a0-5617-4b7b-9d9e-dedcd24a8e65

Hear all my Situation Update reports at the Health Ranger Report channel on Brighteon.com:

https://www.brighteon.com/channels/hrreport

“Spider” is the expert cyber security witness trained by the 305th military intelligence battalion

Yesterday, military intelligence analyst Jeffrey Prather dropped a bombshell during his live broadcast: A military intelligence analyst code named “Spider” had filed a sworn statement in a lawsuit handled by attorney Sidney Powell. This sworn evidence was accepted by the court on Nov. 25th, and this same evidence is likely already being submitted to SCOTUS for the Texas lawsuit case which claims “irregularities” took place in the swing states.

We’ve archived and posted the full PDF at this link, in case it disappears everywhere else:

https://www.naturalnews.com/files/Spider-Declaration-305.pdf

The document is one of the many bombshells — actually a MOAB — that will be dropped onto the bench of SCOTUS in the days ahead. Here’s some of what it states:

I was an electronic intelligence analyst under 305th Military Intelligence with experience gathering SAM missile system electronic intelligence. I have extensive experience as a white hat hacker used by some of the top election specialists in the world. The methodologies I have employed represent industry standard cyber operation toolkits for digital forensics and OSINT, which are commonly used to certify connections between servers, network nodes and other digital properties and probe to network system vulnerabilities.

The document lays out the fact that Dominion voting systems had open, unencrypted passwords and remote access capabilities which were exploited by both China and Iran during the election. Through analysis of IP addresses, subdomain resolutions and other tracing techniques, the “white hat” cyber warfare expert testifying in this document was able to determine that foreign aggressors interfered in the 2020 election by remotely accessing Dominion voting machines and altering election outcomes. Some of the remote access infrastructure was also hosted out of Canada and the Netherlands, and financial support for the effort was also tied to Pakistan.

In addition, Dominion Voting Systems is shown to have sold intellectual property patents to communist China via the HSBC Bank in Canada. Importantly, one of the properties of at least one patent deals with ballot “authentication and verification.”

Guess who the inventor is? Eric Coomer, the very same radical left-wing corporate guy who promised that he had fixed the election so that Trump wouldn’t win. This same man, Eric Coomer, was then brought in by Georgia’s corrupt Sectary of State Brad Raffensperger to be a “witness” to defend all the last-minute software changes that were made to the Dominion voting machines used in Georgia to steal the election.

Actual quote from Eric Coomer: “Don’t worry about the election — Trump’s not gonna win!”

The document reveals how Dominion vote tabulation machines alter election outcomes through a complex mechanism that obscures the original votes and produces a “win” for the pre-selected candidate. It even features a step called “decorate” which is all about formatting the results into something that seems believable:

The conclusion on all this is jaw-dropping. From the sworn statement (emphasis added):

In my professional opinion, this affidavit presents unambiguous evidence that Dominion Voter Systems and Edison Research have been accessible and were certainly compromised by rogue actors, such as Iran and China. By using servers and employees connected with rogue actors and hostile foreign influences combined with numerous easily discoverable leaked credentials, these organizations neglectfully allowed foreign adversaries to access data and intentionally provided access to their infrastructure in order to monitor and manipulate elections, including the most recent one in 2020. This represents a complete failure of their duty to provide basic cyber security. This is not a technological issue, but rather a governance and basic security issue: if it is not corrected, future elections in the United States and beyond will not be secure and citizens will not have confidence in the results.

The Kraken has struck.

Don’t forget, either, that China owns Dominion Voting Systems. This means our national election was run on machines owned by a foreign enemy who has already compromised and corrupted one of the candidates: Joe Biden. Of course they rigged the election for “their” candidate whom they could control after a “victory.”

This evidence is now in the hands of DNI John Ratcliffe

This sworn document is now in the hands of DNI John Ratcliffe, who Trump put into place in May of this year. Ratcliffe, you may recall, is due to issue a classified analysis report on Dec. 18th — next Friday — that reports on whether the 2020 election was subjected to foreign interference.

This report is demanded by Trump’s Sep. 12, 2018 executive order on foreign interference, which declared a National Emergency and labeled the U.S. elections infrastructure “critical infrastructure” for national defense. Eight days later, on Sep. 20, 2018, President Trump put into place a new “offensive cyber warfare” doctrine with the Dept. of Defense. This doctrine allowed the Trump administration and its DoD allies to take all necessary steps to preemptively use conventional and cyber warfare forces as necessary to prevent an attack on critical US infrastructure, including its elections infrastructure.

See this Situation Update from Dec. 4th – Offensive cyber warfare mechanisms activated, election outcome now bending toward national defense scenario.

Also, watch this video from Jeffrey Prather who further confirms all the intel:

Importantly, these two steps allowed Trump to put into place the very “white hat” cyber experts at the 305th battalion of the DoD, as well as NSA infrastructure monitoring systems, giving Trump the ability to monitor and record all foreign interference activity that took place in real time on Election Day (and the days that followed).

It is this evidence that is now about to be dropped into the lap of SCOTUS. This evidence is irrefutable, conclusive and overwhelming. No one in the media has yet seen this evidence, but this is what Sidney Powell speaks of when she uses the term, “Biblical” to describe what’s coming.

In summary, Trump’s key people at the DIA, DoD, 305th, NSA and in positions of the DoD power structure (Miller, Cohen-Watnick, etc.) now have all the cards. They have everything that is needed to essentially maneuver SCOTUS to decide in favor of Texas, even if they didn’t already lean in that direction.

With or without a SCOTUS decision, Trump is preparing to make parts of this information public as he prepares to invoke the Insurrection Act that is obviously going to be needed once the seditious Left realizes Biden did not win the election and won’t be in charge.

The Texas lawsuit is on the docket with SCOTUS

The following link from SupremeCourt.gov shows that the Texas case is officially on the docket. You can even read the responses from some of the swing states, which are making the most juvenile, irrational arguments any legal analyst has ever seen in a Supreme Court case:

https://www.supremecourt.gov/search.aspx?filename=/docket/docketfiles/html/public/22o155.html

The legal arguments from the swing states are about to be obliterated by the “Kraken” proof that the election was rigged by foreign aggressors. Importantly, it was the loosey-goosey late hour alteration of election protocols by the swing states that allowed foreign aggressors the opportunity to inject false votes and alter elections well after midnight of Election Day.

Put another way, the changes in election integrity by the swing states provided the opportunity for foreign aggressors to alter the outcome of the election. This point will no doubt be swiftly noted by the sharp minds of jurists such as Thomas, Kavanaugh, Alito, etc.

The upshot is that SCOTUS will be maneuvered into a decision that, if rationality prevails, must come down in favor of Texas. The real question comes down to what remedy SCOTUS will choose in order to resolve the assault on the elections that was allowed by the swing states.

In most remedies, Trump wins the election, but in one possible remedy, Biden could still achieve victory. I’m not going into details here because I don’t want to arm the traitors with any knowledge of how they still might win, even of SCOTUS sides with Texas.

If the remedy from SCOTUS pushes the election back to the state legislators, we anticipate an instant insurrection on the part of radical Leftists who will begin threatening and firebombing the homes of state legislators who are tasked with voting on new electors. This action would very quickly result in Trump invoking the Insurrection Act and deploying military troops to protect state GOP legislators from the death threats and kinetic attacks of the Left.

In this scenario, the troops would appear first in swing state cities such as Philadelphia, Atlanta, Detroit, etc.

However, if SCOTUS invalidates all ballots that were counted after midnight of Election Day, this would alleviate any need for local legislators to vote anew, but it would place the burden for the entire election outcome on SCOTUS itself… and I doubt that’s a burden SCOTUS is willing to carry. Nevertheless, if this remedy is chosen, it would result in a nationwide eruption of insurrectionist forces, requiring President Trump to invoke the Insurrection Act and deploy troops to cities across the country.

The only scenario where nationwide bloodshed is avoided is found in the possibility of Joe Biden conceding very soon. This remains a legitimate possible outcome, although not the most likely one. As we’ve seen from recent explosive media stories and a new Senate report, the Biden crime family is facing numerous criminal indictments for their illicit deals with China and other nations, and a pardon for those crimes might be enough to motivate Joe Biden to step down and concede. Only in this scenario is nationwide bloodshed largely avoided.

The other possibility in all this is that SCOTUS gets threatened or scared and decides to toss the case, handing the election to Joe Biden. This seems unlikely but remains a possibility due to the fact that only one Supreme Court justice would need to be successfully turned. If this occurs, Americans will realize we have lost our constitutional republic, and from that day, it’s all-out war by patriots to defeat the occupying enemy forces that have seized control over every branch of government and nearly every institution in society. The streets of America will run red with blood as patriot forces engage their Second Amendment duty to defend the nation against tyrants and domestic enemies.

SCOTUS cannot possibly be on a suicide mission

It’s worth noting that if Biden wins and the Left is emboldened, one of the very first targets they will prioritize for mass executions will be conservative SCOTUS justices.

So if Thomas, Alito, Kavanaugh, Gorsuch and Barret want to keep their heads attached to their shoulders, they will likely consider the very grave personal risk of what happens if they issue a death sentence to the U.S. Constitution and turn America over to Bolshevik-style communists and fascists who are already calling for mass incarceration of all Trump supporters, conservatives, Christians and gun owners. Those Leftists would obviously try to eliminate all conservative justices by any means necessary. They believe in the use of violence to achieve political domination, especially since they can’t win legitimate elections if they’re fair.

Additionally, Democrats are openly promising to stack the court if they gain power at both the White House and Senate. This would render the current slate of jurists obsolete, essentially ending the careers and influence of the conservative justices who now occupy those seats on the High Court. Thus, any decision by SCOTUS to side with Biden and the election theft of the swing states is essentially a suicide mission — both for themselves and the nation as founded.

The Pentagon, under Chris Miller, just cut the CIA’s counterterrorism personnel assets… likely to halt the execution squads from operating in America

Meanwhile, key Trump assets inside the Pentagon just cut DoD resources to the CIA’s “counterterrorism” units, which are actually the units that run kidnapping and execution operations around the world. As reported by DefenseOne.com:

Two sources familiar with the matter said that Acting Defense Secretary Chris Miller has sent a letter to CIA Director Gina Haspel saying that a longstanding arrangement offering DOD support to the agency is in jeopardy. The review is the pet project of Acting Under Secretary of Defense for Intelligence Ezra Cohen-Watnick, one of several top-level political appointees assigned to acting roles in the Pentagon…

Anyone who has been listening to my Situation Updates immediately recognizes all those names. As it turns out, the DoD and DIA are at war against the CIA, which ran the foreign interference via its Frankfurt server farm, altering the election outcome in swing states.

More importantly, we also believe that just as the CIA turned its cyber weapons against America in the 2020 election, the CIA is also running executions, kidnappings and other nefarious ops inside CONUS. This is evident in the mysterious “accident” deaths of people associated with GA Gov. Kemp and Sen. Loeffler, whose senior staffer was recently killed.

The date on which the DoD plans to cut off all DoD personnel resources to the CIA is January 5th, one day before the US Congress officially accepts the electoral college votes from the states.

Jan. 6th represents the last date on which members of the U.S. Congress — or even VP Pence who oversees the count that day — can raise objections and challenge the electoral votes of the states. Thus, unless SCOTUS renders a decision that achieves a win for Trump before January 6th, that’s the very last day on which any sort of legal, non-kinetic process could preserve the Constitution and save the republic.

After January 6th, if the election is still on track to being stolen by Biden, the CIA and the deep state, this is when we believe Trump will have no choice but to activate the national security option to prevent America from falling into the hands of communist-run deep state puppets such as Biden and Harris (with Brennan, Clinton, Rice and others pulling the strings from behind the curtain).

The national security option

If all other efforts fail — the Supreme Court, state legislators choosing their own parallel electors, and objections raised on Jan. 6 — then Trump must invoke his national security option to save the republic.

In this scenario, Trump initiates the public emergency broadcast system and holds an emergency announcement from the White House. There, he would declare the election to be an act of cyber warfare against the United States, carried out by foreign aggressors colluding with domestic, corrupt officials and deep state actors. He would likely invoke the Insurrection Act, deploy troops across U.S. cities and begin a wave of mass arrests of the traitors and enemy combatants involved in the attempted coup.

Trump even speaks of this possibility in his own tweets, when he says, “This is going to escalate dramatically. This is a very dangerous moment in our history…” He also characterizes the election theft as a “coup” against America, and he’s right about that. It is an attempted coup. Trump is bound by his own oath to make sure this coup does not succeed.

As this scenario unfolds, Trump will be forced to quickly seize treasonous media outlets using military forces. Big Tech companies would be shut down or seized and overtaken. Zuckerberg, Dorsey and other Big Tech CEOs would be arrested and charged with treason (which needs to happen anyway). Traitorous actors like Obama would try to flee the country to evade arrest. If they succeed in fleeing, they would call for United Nations intervention from their new overseas locations, where they will likely will be hunted by US Army Rangers or Delta forces.

This scenario seems just as likely as any other scenario at this point, and the current positioning of U.S. Carrier Strike Force units reveals that the DoD is anticipating needing to defend CONUS against the possibility of attempted foreign invasions of the United States. We do not believe any invasion by sea would even have a small chance of being successful, but smaller land invasions via Chinese troops in Canada is a very real possibility. However, if China invaded the USA from Canada, this would only shore up support for President Trump and underscore the fact that he is actually defending America against foreign invaders and isn’t merely declaring himself a military dictator for political reasons. Thus, an invasion by Chinese troops from the North would actually strengthen Trump’s authority and leadership in a time of war.

Plus, Chinese forces would learn very quickly what happens when you try to overrun patriot country folk in rural Washington and Idaho.

It is clear from troop movements, U.S. Navy activities, military flight tracking and intel from my military-connected sources that the military is being readied for the possibility of domestic deployment in January. The likely timing of this would be immediately after Jan. 6th.

My best assessment of where we are right now

In my assessment, there is a solid chance — say 50/50 — that SCOTUS sides with Texas. If that occurs, there is around a 90% chance that Trump emerges the victor from the various remedies that would be prescribed by SCOTUS.

Simultaneously, there is a small chance — say 20% — that Biden concedes before the end of December. This is the best outcome as it avoids most of the more serious bloodshed scenarios.

However, there remains roughly a 50% chance that none of the efforts by Trump will succeed, and that on Jan. 6th, Congress will accept electors that solidify the Biden “win,” despite all the irrefutable evidence of vote fraud, foreign interference, China’s hold over the Bidens, etc. In this scenario, Trump is almost certain to invoke the national security option, which puts America in a similar position to Abraham Lincoln’s war powers acts in 1862.

The advantage of this scenario is that it allows Trump to mass arrest all the deep state traitors, enemy combatants, China puppets, CIA black hat operatives and other corrupt officials, all at once and completely outside the usual civilian court system (which itself is corrupt). The scary part in this scenario is that it puts the USA under some form of military rule, with the possibility that Trump might even suspend habeas corpus.

My personal opinion is that Trump needs to invoke the Insurrection Act right now, roll out the troops immediately, and activate all the mass arrests needed to take down America’s domestic enemies. However, my opinion isn’t what counts here, and it looks like Trump is going to give SCOTUS a chance to end the illegal coup via the court system first.

If SCOTUS rules for Texas and Trump achieves victory, this “solution” does nothing to resolve the problem of deep state traitors and China puppets still running Big Tech, the media, the Democrat party, the universities and most of the courts. That problem still needs to get solved, and both the DOJ and FBI appear to be utterly compromised and even complicit in the deep state’s agenda to destroy America.

Thus, any honest assessment of what mechanisms will be needed to defend and restore our constitutional republic must, sooner or later, realize that mass arrests under temporary military authority are the only realistic option. That’s why I believe Trump should invoke it now, while he’s still in power, and while the overwhelming evidence of blatant election theft is fresh in the minds of the people.

Stay tuned. Pray for your nation and double check your rifle ammo. If SCOTUS fails, and Trump fails, and the DoD fails, it all falls on the shoulders of the American people and their Second Amendment duty to defend this nation against a communist takeover.

Under no circumstances can America allow Biden, a corrupt Chinese puppet, to attain control over the military. Biden will immediately move to criminalize all AR-15 rifles, and he will weaponize the IRS and every other government agency against Trump supporters. Biden would also invoke the Insurrection Act himself, then deploy US troops against patriot groups in an attempt to exterminate them, and we all end up in a civil war anyway.

Fight now like your life depends on it. Because it does

ELECTION MAPS PROVE WE NEED CITY STATES AND BEER

 By Joe Jarvis Via The Daily Bell

Cities vote differently than rural areas, if you haven’t noticed. Look at any election map, and its mostly red, with little clusters of blue in populated areas.

There is another map floating around instead showing large blue dots for population, with the message that land doesn’t vote, people do.

And this is true. But I think the point made by the mostly red land map is that a bunch of city folks are totally controlling how the country folks govern.

I don’t really see rural America clambering to control how cities are run. I do see urbanites demanding control over… well, just about everything.

And in the context of a city, it makes sense to think there needs to be more rules. You’re living in close proximity to a lot of other people. That requires more logistics, and increases the probability of conflict, just based on the number of people you come into contact with.

There is a saying that at the federal level I am Libertarian, at the state level Republican, at the local level Democrat, and at the family level Communist.

The problem comes when you try to take policies that might make sense for a city, and force them on the entire nation.

But still, blue for Democrat and red for Republican are extremely broad– and really bad– indicators for how people want to be governed.

When people feel forced to choose between the lesser of two evils, they will choose the values of whatever party most closely aligns to them.

And yet, Austin, Texas is not run like Portland, Oregon. And Montana has different interests than Tennessee.

It’s actually encouraging to hear more people say that the United States might be better off splitting into two, along major party lines.

Six or eleven separate countries would be even better, along cultural fault lines that run from the beginning of European settlement of North America, as I discuss in my video on the eleven rival cultures which have always fought to control DC and exert their authority on the other regions.

Or maybe 50 countries would be best, one for each state. The smart ones would join open borders, defense, and trade agreements, but make sure NOT to be forced into a federation– this time they should make it clear that they have the free will to leave.

That would ensure any larger political bodies formed would require the consent of the smaller members, and without that consent, the larger body would have no authority over the smaller.

And I certainly think any of this would be a step in the right direction.

But why not 314 countries in the former United States? That’s the number of cities in America with a population over 100,000.

Better yet, why not 3,100 if all the counties formed their own countries, or even 19,502 if every incorporated area in the US, like towns and municipalities, declared independence.

Again, sometimes it benefits a country to be part of a larger federation, and these places could easily team up for certain things like defense and trade if they found such an arrangement mutually beneficial.

It doesn’t have to feel much different than traveling, shipping, doing business, or moving throughout the United States feels does now.

You already have to be familiar with local laws to not get in trouble for certain victimless crimes. Everything from taking your shirt off to smoking a joint will get you very different treatment depending on where you do it.

But the structural changes would make all the difference– we wouldn’t be locked in a battle for control of a centralized power which will force its will on everyone.

Instead, any large centralized governing structure which has something to offer the smaller entities would have to deliver, or lose its members, support, and funding.

And if that sounds too messy and complicated to you, so would, for instance, how the beer supply chain works.

Do you know where the ingredients like hops and barley are grown, and how breweries source them? Do you understand the shipping routes and logistics it takes to deliver the raw materials?

How much do you know about the brewing process, the science, and creating the right taste? Then there is packaging and distribution, marketing, advertising, and so forth.

That is a confusing complicated process as well. And yet the beer gets made with remarkable variety and consistency, always on demand. A bunch of moving parts coordinate with each other, all for mutual benefit, to set up a system that works.

Precisely because it is not centralized and controlled from the top down is why all the participants in the system can work together for the benefit of producers, consumers, sellers, and so on.

And thus, you have more beer options than government options.

Beer supplies are consistent, reliable, they always get where they need to be.

Your choices range from big companies with gross beer, like Budweiser to small companies with good beer like Cigar City in Tampa. And everything in between.

Some of the small brewers grow into big brewers, like Sam Adams. Some of the bad ones go extinct, like Knickerbocker or Falstaff.

Imagine if terrible governments could go out of business.

That’s what happens with a real free market. And actually beer is a perfect example because it used to be highly regulated and there were only a few crappy options. But once the regulations were ditched, the craft beer movement was born– so take that hipster IPA lovers.

The point is, we should be choosing governments the same way we choose beer. I can handle that some terrible brews exist, as long as I am not forced to fund their production, or drink the final product.

If there was a market for government, we might end up with something we actually like– yes and something different for different tastes. I’m allergic to bureaucracy just like some people are gluten intolerant– and there are even beers for them.

So here’s how we turn government into a beer garden.

Democracy sucks, but here’s how to make it suck less.

Democracy is allegedly our voice in government. Do you feel heard? No me neither. But add exit, and that solves everything.

Exit can happen in two ways. You can literally move to a better place, which I’ve already done twice.

The problem is that we have massive government claiming large swaths of land. The US government is even worse in that respect than most, because it claims 320 million citizens as tax cattle who owe Uncle Sam money no matter where they live, work, or earn a living. Just moving outside the US does not divorce you from the IRS.

And even if that wasn’t the case, there are still fewer than 200 countries on earth to choose from. So yes there is already some choice to exit to a better place, but again, you have a better selection of beer than governments.

So here is another way to exit.

Say a democracy votes, and you end up in the minority and you have to accept that fact that other people want to govern differently than you. But what if you still had the option to exit, without moving?

That means you simply mark off a smaller geographical area that decides it will government itself, and have another vote.

For example, the majority of voters in a city of 50,000 people vote for Socialism.

But a 15,000 person suburb doesn’t like that idea, so they vote to form their own Monarchy.

But a 2,000 person neighborhood in that suburb doesn’t like Monarchy, so they form an anarcho syndicalist commune.

And here’s where it gets fun. If just one property owner doesn’t like that new government he is apart of, he can also declare his property sovereign.

Private property itself deserves a whole video, so if you’re interested in that, let me know in the comments.

But essentially private property could be the entirety of the law, and “government” would simply be an open market of contracts and dispute resolution around the concept of self ownership, which is more or less the same concept as private property or life, liberty, and the pursuit of happiness.

But even if you have this sovereign chunk of land, you would still have to follow the rules when you go onto other people’s property and into other jurisdictions. You would still have to maintain good diplomatic relations in order to go to the supermarket, get on a plane, or use other property, like roads.

But the home would truly be the castle.

Now there’s a lot to unpack here– part of interacting with the other areas of society that benefit you would, of course, require submitting to some of their rules. But you wouldn’t be forced to. You could conceivably be left alone on your land and produce, or probably just have delivered, everything you need.

Victimizing others would still be met with consequences, mirroring common law where the entirety of the law was dispute resolution.

If that sounds interesting, I do have a video which introduces and explores this common law types of justice system.

But I’m not going to get into that here, because this is another concept that sounds super complicated and messy– just like beer production.

But again, we have every reason to believe that all the moving parts forming mutually beneficial transactions to resolve disputes will end up, not with utopia, but with a better system of social organization than we currently have with a top down, centralized power approach.

Okay let’s add one more twist before we wrap this up– who cares if the group you join or create is in the same geographical area as you?

This is the modern age, connected via the internet, why do my neighbor and I have to subscribe to the same government?

Shouldn’t I be able to pick and choose the services I want from a government, and which service provider has the best coverage for the price for my situation?

Neal Stephenson, my favorite SciFi author, wrote a book called The Diamond Age where he talks about “the first distributed government.”

It’s basically like AAA– no matter where your car breaks down, they will still come help you out, which usually means contracting with local repair shops to get the job done.

So in The Diamond Age, when one character robs the wrong person, he is hunted down and taken into custody by other members of the victim’s “tribe” in this case.

To cover their own legal liability as they hog tie him, however, they ask if the suspect has any representation– as in, does he subscribe to a distributed government that would back him up here?

If so, there are sets of rules that most of these legitimate governments agree on before hand to solve disputes peacefully among members of two different distributed governments. The idea is that they represent you fairly, but do protect actual criminals– that’s part of the agreement.

So in the book, this guy does not subscribe to any government, sort of like driving around without car insurance.

Anyway, Neal Stephenson is able to unpack a lot of complicated concepts through fiction, so I certainly recommend reading his books.

Or, for a fictional representation of the type of private governments I am talking about here, check out my own fiction serial called The Gulf. It’s involves a floating city seastead, a corrupt celebrity, a prison island, and of course, a young couple in love.

You’ll laugh, you’ll cry and the first season is out now and completely free to read, listen to, or watch online.

It should be obvious by now: 2020 is the elite's big move.

We are entering the climax of a long planned crisis. Your family, your community, and your countrymen need honest leaders to guide them out of the elite's traps.

Learn how to turn the elite's own tactics against them, divert their attacks, and grow your own sphere of power.

FINRA Provides Guidance on Retail Communications Concerning Private Placement Offerings

Summary

This Notice provides guidance to help member firms comply with FINRA Rule 2210, Communications with the Public, when creating, reviewing, approving, distributing, or using retail communications concerning private placement offerings.

Questions concerning this Notice should be directed to:

• Amy C. Sochard, Vice President, Advertising Regulation, at (240) 386-4508; or
• Ira D. Gluck, Director, Advertising Regulation, at (240) 386-4614.

Background and Discussion

Private Placement Offerings

Private placements are unregistered, non-public securities offerings that rely on an available exemption from registration with the Securities and Exchange Commission (SEC) under either Sections 3 or 4 of the Securities Act of 1933 (Securities Act).1 Most private offerings, however, are sold pursuant to one of three “safe harbors” under Rules 504, 506(b), and 506(c) of Securities Act Regulation D (Reg D).2

Reg D requires companies and funds to file a Form D through the SEC’s EDGAR system when selling unregistered securities based on a claimed Reg D exemption. The most recent Reg D data published by the SEC’s Division of Economic and Risk Analysis indicates that issuers make approximately 20,000 new offering Reg D filings with the SEC each year.3 Of this total, approximately 4,000 new offerings identify an “intermediary,” such as a broker or finder, as participating in an offering.

Private placements sold by FINRA member firms to individuals generally must be filed with FINRA. In this regard, FINRA Rules 5122 and 5123 require a member firm to file offering documents regarding specified private placements in which the member firm participates.4 FINRA receives approximately 2,000 new offering filings from its member firms each year,5 and uses analytics and trained analysts to conduct a risk-based review of each filing. The number of annual filings with FINRA indicates that approximately half of the Reg D filings identifying intermediaries are for offerings by entities that are not subject to FINRA rules or offerings by member firms that are not required to file under Rules 5122 or 5123.

The offerings that are sold directly by issuers or through the efforts of intermediaries that are not FINRA member firms are not subject to the regulatory requirements applicable under FINRA rules and are not subject to FINRA’s examination and review programs. Although FINRA does not have jurisdiction over Reg D private placements that are sold directly to investors or through non-member firm intermediaries, it is committed to promoting investor protection through meaningful regulation and oversight of member firms participating in these offerings.

The remainder of this Notice addresses the subset of private placements conducted by member firms.

Private Placement Retail Communications

Many private placement offerings to retail investors include marketing or sales communications that meet the definition of retail communication in Rule 2210(a)(5).6 For example, FINRA has observed that more than 40 percent of the offerings filed pursuant to FINRA Rule 5123 include retail communications. In addition, the adoption of Rule 506(c) under Reg D eliminated the prohibition against general solicitation and advertising for private placement offerings where all purchasers of the securities are verified accredited investors. Consequently, member firms have become increasingly involved in the distribution of private placement securities through online platforms and other widely disseminated communications such as digital advertisements.7

FINRA Rule 2210(d)(1) requires that all member firm communications be fair, balanced and not misleading. Communications that promote the potential rewards of an investment also must disclose the associated risks in a balanced manner.8 In addition, communications must be accurate and provide a sound basis to evaluate the facts with respect to the products or services discussed. Rule 2210(d)(1) also prohibits false, misleading or promissory statements or claims, and prohibits the publication, circulation or distribution of a communication that a member firm knows or has reason to know contains any untrue statement of a material fact or is otherwise false or misleading. With few exceptions, Rule 2210(b)(1) requires that an appropriately registered principal must approve each retail communication before the earlier of its use or filing with FINRA’s Advertising Regulation Department.9

Recent FINRA reviews of retail communications concerning private placements have revealed deficiencies. For instance, most if not all investments in private placements are illiquid, and many such investments are speculative in nature. Some retail communications do not balance claims of these investments’ benefits by disclosing these risks. Others have contained false, misleading, or promissory statements or claims such as assertions about the likelihood of a future public offering of the issuer, claims about the future success of the issuer’s new or untried business model, inaccurate or misleading assertions concerning the regulation or relative risk of the offering, or predictions or projections of investment performance prohibited by FINRA Rule 2210(d)(1)(F).

FINRA is providing the following guidance to assist member firms in their creation, review, approval, distribution or use of retail communications concerning private placement securities.

Third-Party Prepared Materials

Rule 2210(a)(5) defines “retail communication” as “any written (including electronic) communication that is distributed or made available to more than 25 retail investors within any 30 calendar-day period.”10 FINRA disciplinary actions demonstrate that member firms can be liable for violations of Rule 2210 when distributing or using noncompliant retail communications prepared by a third party.11

Regulatory Notice 10-22 states that “[a member firm] that assists in the preparation of a private placement memorandum or other offering document should expect that it will be considered a communication with the public by that [member firm] for purposes of … Rule 2210, FINRA’s advertising rule. If a private placement memorandum or other offering document presents information that is not fair and balanced or that is misleading, then the [member firm] that assisted in its preparation may be deemed to have violated … Rule 2210.” Notice 10-22 also provides that “sales literature concerning a private placement that a [member firm] distributes will generally be deemed to constitute a communication by that [member firm] with the public, whether or not the [member firm] assisted in its preparation.”

In addition, FINRA has observed that some issuer-prepared private placement memoranda (PPMs) are bound or presented as one electronic file with retail communications, such as cover pages or exhibits. Such retail communications are distinguishable by their marketing or promotional content from the factual descriptions and financial information about the issuer generally disclosed in the PPMs. Regardless of whether a member firm distributes a retail communication that is attached to a PPM or as a standalone document, it constitutes a communication of the member firm subject to Rule 2210.

Balanced Presentation of Risks and Investment Benefits

Rule 2210 requires communications that discuss the benefits of an investment also to include a discussion of its risks.12 As indicated above, retail communications that discuss the potential benefits of investing in private placements should balance this discussion with disclosure of their risks, such as the potential for private placement investments to lose value, their lack of liquidity and their speculative nature. Providing risk disclosure in a separate document, such as a PPM, or in a different section of a website does not substitute for disclosure contained in or integrated with retail communications governed by Rule 2210.

Retail communications often highlight the business of the issuer and discuss the value proposition of a potential investment. In such cases, the key risks associated with an investment in the issuer are necessary in order to balance the positive portrayal of the investment. For example, when the issuer is a startup company, the risks may include a limited track record; more experienced or larger competitors; overreliance on financing; reliance on a single supplier, customer or employee; or lack of management experience. 

Reasonable Forecasts of Issuer Operating Metrics

Rule 2210(d)(1)(F) generally prohibits the use of any prediction or projection of performance, as well as any exaggerated or unwarranted claim, opinion or forecast.13 Accordingly, retail communications concerning private placements may not project or predict returns to investors such as yields, income, dividends, capital appreciation percentages or any other future investment performance.

However, FINRA would not consider reasonable forecasts of issuer operating metrics (e.g., forecasted sales, revenues or customer acquisition numbers) that may convey important information regarding the issuer’s plans and financial position to be inconsistent with the rule. Presentations of reasonable forecasts of issuer operating metrics should provide a sound basis for evaluating the facts as required by Rule 2210(d)(1)(A). For example, such presentations should include clear explanations of the key assumptions underlying the forecasted issuer operating metrics and the key risks that may impede the issuer’s achievement of the forecasted metrics.

When creating, reviewing, approving, distributing or using forecasts of issuer operating metrics in retail communications, member firms should consider:

1. the time period forecasted (generally a time period in excess of five years would be unreasonable);
2. whether growth rate assumptions are commensurate with the nature and scale of the business;
3. whether forecasted gross margins14 are commensurate with industry averages; and
4. whether sales and customer acquisition forecasts are reasonable in relation to the overall market for the issuer’s products or services.

While sources of contractual revenue such as royalty or master lease agreements may inform or provide a basis for reasonable forecasts of issuer operating metrics, it would be inconsistent with Rule 2210(d)(1)(B) to characterize specific revenue or cash flow as guaranteed or certain. Moreover, Rule 2210(d)(1)(F) precludes member firms from using the data from forecasts of issuer operating metrics to project or depict specific investment returns to an investor.

Distribution Rates

Regulatory Notice 13-18 provided guidance to member firms regarding communications with the public for registered and unregistered real estate investment programs. Given that some non-real estate private placement investments employ similar structures, the principles relating to distribution rates contained in that Notice are applicable to retail communications regarding private placement investments designed to provide distributions to investors and are reiterated below.

Some issuers fund a portion of their distributions through return of principal or loan proceeds. For example, a portion of a newer program’s distributions might include a return of principal until its assets are generating significant cash flows from operations. Consistent with Rule 2210(d)(1)(B)’s prohibition of false, exaggerated, unwarranted, promissory or misleading claim, member firms must not misrepresent the amount or composition of such distributions. Nor may member firms state or imply that a distribution rate is a “yield” or “current yield” or that investment in the program is comparable to a fixed income investment such as a bond or note. Presentations of distribution rates consistent with Rule 2210 would disclose:

• that distribution payments are not guaranteed and may be modified at the program’s discretion;
• if the distribution rate consists of return of principal (including offering proceeds) or borrowings, a breakdown of the components of the distribution rate showing what portion of the quoted percentage represents cash flows from the program’s investments or operations, what portion represents return of principal, and what portion represents borrowings;
• the time period during which the distributions have been funded from return of principal (including offering proceeds), borrowings or any sources other than cash flows from investment or operations;
• if the distributions include a return of principal, that by returning principal to investors, the program will have less money to invest, which may lower its overall return; and
• if the distributions include borrowed funds, that since borrowed funds were used to pay distributions, the distribution rate may not be sustainable.15

FINRA believes that it is inconsistent with Rule 2210(d)(1) for retail communications to include an annualized distribution rate until the program has paid distributions that are, on an annualized basis, at a minimum equal to that rate for at least two consecutive full quarterly periods.16

Internal Rate of Return

Internal Rate of Return (IRR) is a measure of performance commonly used in connection with marketing private placements of real estate, private equity and venture capital. IRR shows a return earned by investors over a particular period, calculated on the basis of cash flows to and from investors (i.e., the percentage rate earned on each dollar invested for each period the dollar was invested). IRR is calculated as the discount rate that makes the net present value of all cash flows from an investment equal to zero.17

A drawback of IRR calculations is their inherent assumption that investors will be able to reinvest any distributions from the investment at the IRR rate. In practice, it is unlikely that this would occur. Another drawback is that in order to calculate IRR for a portfolio that includes holdings that have not yet been sold (or otherwise liquidated or matured), a valuation of those remaining assets must be estimated. Depending on the nature of the asset, these estimated values may be based on subjective factors and assumptions.

The use of IRR in retail communications concerning privately placed new investment programs that have no operations or that operate as a blind pool would be inconsistent with the prohibition on unwarranted forecasts or projections in Rule 2210(d)(1)(F).

Nevertheless, FINRA interprets Rule 2210 to permit retail communications to include IRR for completed investment programs (e.g., the holding matured or all holdings in the pool have been sold). In addition, FINRA does not view as inconsistent with the rule retail communications that provide an IRR for a specific investment in a portfolio if the IRR represents the actual performance of that holding.

Investment programs such as private equity funds and REITs may have a combination of realized investments and unrealized holdings in their portfolios. Where the program has ongoing operations, FINRA interprets Rule 2210 to permit the inclusion of IRR if it is calculated in a manner consistent with the Global Investment Performance Standards (GIPS) adopted by the CFA Institute and includes additional GIPS-required metrics such as paid-in capital, committed capital and distributions paid to investors.18

Endnotes

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1. See 15 U.S.C. 77c and 77d.
2. See 17 CFR 230.504, 230.506(b) and 230.506(c).
3. Capital Raising in the U.S.: An Analysis of the Market for Unregistered Securities Offerings, 2009-2017: https://www.sec.gov/dera/staff-papers/white-papers/dera_white_paper_regulation_d_082018.
4. Rules 5122 and 5123 provide exemptions from the filing requirement when certain types of securities are sold or securities are sold to certain types of investors. For example, member firms are not required to file offerings made pursuant to Securities Act Rule 144A or Regulation S, or offerings sold solely to institutional accounts as defined in FINRA Rule 4512(c). See Rules 5122(c) and 5123(b). As a result of these exemptions, both rules apply predominately to retail private placements.
5. The total for “new offering filings” excludes duplicate filings for the same offering by different member firms.
6. “Retail communication” means any written (including electronic) communication that is distributed or made available to more than 25 retail investors within any 30 calendar-day period.
7. See FINRA’s 2019 Annual Risk Monitoring and Examinations Priorities Letter (January 2019). The letter discusses factors FINRA may consider in reviewing online distribution platforms.
8. See Regulatory Notice 19-31 (September 19, 2019), Question 3 (“FINRA rules require that communications be fair and balanced, but don’t require them to be exhaustive lists of all possible risks and warnings associated with a product or service. Information about risks, costs or drawbacks is more effective when it is related to the benefits that the communication promotes.”).
9. For example, pursuant to Rule 2210(b)(1)(C), if a member firm has already filed a retail communication with FINRA’s Advertising Regulation Department and received a letter indicating that such communication appears to be consistent with applicable standards, another member firm may use that communication without having a principal approve it, provided the communication is not materially altered or used in a manner that is inconsistent with the department’s letter.
10. Emphasis added. Rule 2210’s definitions of correspondence and institutional communications also refer to communications that are “distributed or made available” to particular investors. See FINRA Rules 2210(a)(2) and (a)(3).
11. See e.g., Phillipe N. Keyes, 89 S.E.C. 792, 800 (2006), Sheen Financial Resources, Inc., Exchange Act Release No. 35477, 52 SEC 185, SEC LEXIS 613 (1995), Fidelity Brokerage Services LLC, Letter of Acceptance, Waiver and Consent No. 2008013056101 (2011) or HSBC Securities (USA) Inc., Letter of Acceptance Waiver and Consent No 008013863801 (2010).
12. See FINRA Rule 2210(d)(1)(D).
13. Rule 2210(d)(1)(F) contains three exceptions from this prohibition, subject to specified conditions: (1) hypothetical illustrations of mathematical principles; (2) investment analysis tools and reports generated by such tools; and (3) a price target contained in a research report.
14. Gross margin represents the percent of total sales revenue that the company retains after incurring the direct costs associated with producing the goods and services sold by a company. See Jay Michael Fertman, 51 SEC 943,950 (1994) and Excel Fin., Inc., 53 SEC 303, 311-12 (1997).
15. See Regulatory Notice 13-18 (May 2013).
16. Id. “In order to be fair and balanced, firm communications concerning a real estate program may not include an annualized distribution rate until the program has paid distributions that are, on an annualized basis, at a minimum equal to that rate for at least two consecutive full quarterly periods.”
17. IRR is also known as money-weighted returns. This can be contrasted to a time-weighted return, which is the compounded growth rate of $1 over the time period. Average annual total returns used by mutual funds pursuant to SEC Rule 482 are an example of time-weighted returns. Time-weighted returns ignore the size and timing of investment cash flows and therefore provide a measure of manager or strategy performance, while IRR measures how a specific portfolio performed in absolute terms.
18. The CFA Institute is a global association of investment professionals. See generally CFA Institute Global Investment Performance Standards.

How and When the SCOTUS Will Overturn the Election

 From Zero Hedge:

Get ready for some fireworks.

The state of Texas (along with Alabama, Arkansas, Florida, Kentucky, Louisiana, Mississippi, South Carolina, and South Dakota) is suing the states of Georgia, Michigan, Pennsylvania and Wisconsin in the Supreme Court.

Texas is arguing that those four states violated the constitution when they passed new election laws to allow mail-in voting and other changes to their election process.

The Constitution of the United States is explicit that only state legislators NOT state governors, attorney generals, or secretary of states can change how elections are processed.

The media is keeping pretty quiet about this, or attempting to frame it as nothing, but it is a HUGE deal. The Supreme Court has already docketed the case meaning that the SCOTUS will hear it.

If the SCOTUS rules that of Georgia, Michigan, Pennsylvania and Wisconsin did in fact violate the constitution (they did), then either: 

1)    Those votes that were allowed under the new laws are thrown out.

Or…

2)    The elections in those states become null and void.

If the outcome is #1, then President Trump wins all four states in a landslide.

Remember, the mail-in ballots were pro-Biden by a massive margin (90%+). If those votes no longer count, Biden loses tens of thousands of votes in all four key states (his margin of victory is only 1% or lower in all four of them).

If the outcome is #2, then 62 electoral college votes vanish from the vote count.

This means NO ONE hits the required 270 electoral college votes to win the election outright and the election moves into Congress as per the 12^th Amendment.

There, the House of Representatives votes for the President on a one vote per state basis. The GOP has 26 states, the Democrats have 24 states.

This again, means Trump wins the election.

You can be furious at this all you want, but it’s the law. The fact the media doesn’t bother explaining this only reveals that they’re ignorant of how elections work in the U.S. or are so biased they can’t be bothered to consider an outcome in which Biden doesn’t win.

So, like I said… get ready for some fireworks. The odds of President Trump actually winning the election are the highest they’ve been since the election itself.

With that in mind, I stand by my original forecast that President Trump will end up winning this election. And our clients are already doing this with our new special report titled…

The MAGA Portfolio: Five Investments That Will Make Fortunes During Trump’s Second Term.

In it, we detail five unique investments that we expect will produce the most extraordinary gains during President Trump’s second term.

Each one of these investments is in a unique position to profit from the combination of Trump economic reforms and Fed monetary easing, combining high growth opportunities with extreme profitability.