The SEC Cries “Bazoomba!”

A man moves to a new town and is invited to a locals’ poker game hosted by that town’s grandee. The newcomer goes to it, and an hour into a game of draw poker he gets dealt a pat flush. The newcomer bets big. The host calls him, and the newcomer reveals his flush. Smiling, his host flips over his cards: Jack – 9 – 6 – 5 – deuce. “Bazoomba!” He starts sweeping in the pot.

The newcomer says, “What the hell is, ‘Bazoomba’? I have a flush, and you’ve got a jack-high nothing!”

The host explains to the newcomer, “No no no, in this town we play with a rule that says a Jack – 9 – 6 – 5 – deuce is the highest hand possible. It is called a ‘Bazoomba’ and it beats anything. I win!” The newcomer looks around at the others at the table, all friends of the host, as they smile and nod. Knowing he is being cheated, the newcomer says nothing as the host sweeps up the pot, but the newcomer decides to bide his time for revenge  

Sure enough, hours later, well into the night, the newcomer draws to a Jack – 9 – 6 – 5 – deuce. Knowing he is now unbeatable, he slides all his chips into the pot. Everyone else calls. The newcomer throws down his cards for all to see, crying, “Bazooomba!” He reaches to sweep up their money.

The locals grab his hands and pull them off the pot. “No no no, we’re sorry, but the rule also says, ‘Only one ‘Bazoomba’ per night.”


What has gone on in recent days in the trading of OSTK reminds me of that joke. As you will understand if you have read about the Dole case, or are familiar with me and my work on Deep Capture, you will understand that I think our national capital market’s stock settlement system has shocking slop in it, that this is the source of much financial mischief in America, and truly the origin of much of the oligarchy’s wealth.

This year we saw an opportunity: Overstock had issued ≈ 37 million shares, could generate 3.7 million blockchain-based tokens, and distribute them as follows: every 10 shares a shareholder owns gets him a dividend of 1 token. I could teach my cat to follow that arithmetic.

To receive their dividend, each recipient (that is, each shareholder) would have to obtain from Overstock’s new blockchain capital market firm, tZERO, one of tZERO’s new “digital wallets” that can hold such a blockchain dividend. OSTK has approximately 40,000 shareholders. Thus, 40,000 people would have a reason to open digital wallets with tZERO. That is a wonderful business reason to issue the dividend: its create an incentive for 40,000 people to open brokerage accounts with tZERO. If each customer is worth $10,000 (which is about where brokerages are valued, I am told), that would bring $400 million of economic value into the tZERO firm.

As an ancillary benefit, it would expose that slop fully. If I am correct that the national market system as overseen by the SEC has slop in it, then there are in fact people thinking they own not 37 million shares but 50 – 60 – 70 million shares, and hence, there will be expectations of 5 – 6 – 7 million tokens. After all these years of fighting, this dividend would settle the question once and for all.

Of course, the Powers That Be on Wall Street did not want to let that dividend go through and expose the slop. They pointed out that it put legitimate short sellers in a bind, to which my reply was, “As CEO of Overstock my responsibility is to shareholders, and not to anyone who might have shorted our stock, legitimately or otherwise.”

I saw this as the ultimate litmus test for the SEC: were they in the business of protecting American retail investors, or are they still protecting Wall Street cronies holding out job offers (as 2007-2008 demonstrated)?

Note that I did not just dream this up on a whim. I designed it carefully (and if there be any criminal liability associated with it, let me stipulate here that I am 100% responsible for this: come after me). The Outside General Counsel of Overstock was (and still as) Cliff Stricklin, the most highly regarded authority on white collar crime in the USA. Cliff’s resume is beyond impeccable: he was a DEA agent, then a federal prosecutor, then the youngest judge in the state of Texas, then the DOJ hired him back as a federal prosecutor to prosecute Enron, where he went 19-0: that is, all 19 Enron people he prosecuted were convicted. Then he stayed a federal prosecutor for many more years, then entered private practice. He is, in short, a fed’s fed. And he and Bryan Cave signed off on it all.

Incidentally, don’t confuse Cliff’s 19-0 record in Enron with a similar-sounding number, that regarding Andy Weissmann of recent Mueller Commission fame. Mr. Weissmann led the team that prosecuted Arthur Anderson, took the firm down, and destroyed 85,000 jobs, all on a prosecutorial theory that, when it reached the US Supreme Court, was rejected 9-0. Andrew’s 9-0 loss is different from Cliff’s 19-0 triumph.

Again, the design of this token and dividend were thoroughly reviewed by Cliff and his leading securities partner at Bryan Cave, itself one of the world’s premier law firms. It is rock-solid.

Something funny happened to me over the weekend here in Asia. I started receiving detailed messages saying that since the morning of last Friday (13th), major prime brokers on Wall Street (e.g., JP Morgan, Morgan, and Goldman) were telling clients that the SEC had let them know last Thursday night and Friday morning that they going to do something special to let short-sellers off the hook (and incidentally, I can easily trace back the names of the people at the primes saying that). They SEC informed the prime brokers that if Overstock went forward with the dividend, they (the SEC) would be sending them Wells Notices (essetnially, letters that say “We are going to come after you!”) These prime brokers were telling that to clients. In short, the prime brokers were promising clients that the SEC would call “Bazoomba!” for them.

An article has just appeared in the New York Post (again, for people who move their lips when the read Entertainment Weekly) that ignores the entire business case for this dividend (enticing 40,000 new customers to tZERO), and attributes much intentionality to me, though they never contacted me about it. Let that stand as an example of NY Post’s journalistic ethics and credibility. One quote in the article reads that this dividend will fail, “…thanks to brokerage firms JPMorgan and Morgan Stanley agreeing to take cash of an equivalent value to the digital dividend when short sellers return their borrowed shares, sources said.”

I am not a lawyer, but this doesn’t sound right to me in three ways:

  1. I do not think the timing of a dividend payment or a “Payment in Lieu” can be left to the short seller whenever they want to close out their position. The timing is governed by tax law and/or the beneficial owner. There are IRS implications here, and so it is bizarre that tax rules can be trumped by short sellers just choosing when they pay their dividend.
  2. I am pretty sure the SEC should not be making regulatory decisions (such as creating a new “Bazoomba!” rule) to protect prime brokers, or sharing with them their intentions regarding legal actions they intend to take: instead, they should be making regulatory decisions to protect the American investor. Short sellers are sophisticated investors who received all the information they needed to understand this dividend in an 8K issued by Overstock in the last week of July. If two months later it has caught them off-guard, that’s life in the Big City. A decade ago the SEC was exposed as having protected the prime brokers and those with “too much juice” at the expense of the public (which happened as a result of something economists call “the problem of dispersed costs and concentrated benefits”), but I had reason to hope the SEC had gone straight.
  3. Even if the SEC did suddenly and inappropriately make up a “Bazoomba!” rule or draft Wells Notices, I am really sure they are not supposed to first leak it five days in advance to a few preferred brokers on Wall Street so those brokers and their clients can trade on inside information coming from the SEC about their own regulatory intentions. As I said, I’m not a lawyer, but that doesn’t sound right to me (by the way, it is going to be easy for some folks at the DOJ to trace that leak back through the primes to the SEC, as I will be giving them a phone number to call for someone who can get the names of those employees at the primes brokers in five minutes).

Message to SEC: It appears the OSTK shorts were asleep at the switch and got caught in a jam. We Overstock shareholders won this hand fair and square. I have a red line, and that is, if you call a “Bazoomba!” for the shorts now. And my “red line” is not an Obama kind of red line. It is not a Hillary kind of red line. It is a Jack Vessey kind of red line. More than Buffett, more than my Pop, General Vessey is the guy who taught me about handling situations like this and people like you. You are referees, not players, and are supposed to be making honest calls. For 15 years you allowed manipulation against OSTK, harming our shareholders and crippling our ability to compete in an industry where everyone we faced had access to capital on outrageously generous terms, but not us (remember, before 2008’s crisis happened we were on your “three day Reg SHO list” for 998 straight trading days, and are on it again now). Now, after 15 years of being scofflaws, the shorts are now crying because they are getting sucked into a black hole that they created themselves. If you call “Bazoomba!” for them now, I am going to use this website to vaporize you with information I give the public. I am 100% confident that at least one of you knows to what I am referring.

NB I would like to clarify that I am not threatening to make public any federal information or secrets if the SEC took such an action. I agree, that would be quite wrong, no matter the state of my relationship with the SEC (and would be blackmail). The information I am describing has already been made public vaguely, and (as the email record will show) was made public in some detail to a journalist well before this essay was published. I will simply connect some dots of public information that so far no journalist has been sparky enough to connect.

  1. Very few people have the courage to speak truth to power & expose corruption on national TV like Patrick Byrne did. Link to his interview

    Patrick has said in interviews that anyone who wants to help him could buy from Overstock. I would like to add a few suggestions:

    1)Buy from Overstock and give Overstock gift certificates to others

    2)Buy stock in Overstock.Ticker symbol is OSTK. After you buy stock place a GTC(Good Til Canceled) Limit Sell order for $200 a share or more to prevent your shares being loaned out to short sellers who might try to drive the stock price down.

    3)Download the TZERO Crypto App on your smartphone and buy Ravencoin. Overstock already owns a lot of Ravencoin and TZERO is majority owned by Overstock/Medici

    4)Join Pro freedom social network MINDS where freedom of speech is respected users earn crypto tokens for using the site.Overstock/Medici owns about 24% of MINDS

    It is up to We The People to stand up and unite behind basic principles like truth,freedom,goodwill,integrity,The Golden Rule and the Non-Aggression principle to make positive change.

    The corrupt politicians of both corrupt parties will not care about these principles until We The People show them We care about these principles.

    Most politicians who claim to be public servants are really self servants/crony servants.

    If We The People unite behind someone like Patrick Byrne for having the courage to expose corruption and speak truth to power on national TV, We can not only help him but also help ourselves in making a better world. Thank You

  2. So what are We The People going to do about corruption, censorship and surveillance by media/tech/finance giants and government? I will keep posting this plan of action for immediate change as it is the best idea I can think of for now to counter this in a peaceful,productive manner.

    1)Cancel Cable TV (All channels should be available individually so consumers don’t have to give money to stations they don’t want to)

    2)Bank with small local banks/credit unions & invest with small brokerages & insist your employer/pension fund do the same.

    3)Do Not donate money to politicians & consider boycotting companies that give them money or pay them for speeches.
    Some might decide to boycott Facebook,Twitter,Apple,Amazon and Google for censorship issues alone.

    4)Support a pardon for Julian Assange & Edward Snowden and other whistleblowers/truthtellers

    5)Join Pro freedom social network,where freedom of speech is respected & users earn crypto tokens.

    6)Use web browsers like Dissenter or Brave rather than Chrome or Safari when you surf the web.
    Use search engines like DuckDuckGo rather than Google or Bing for web searches.
    Use an email service like ProtonMail rather than Gmail.
    Post videos on Bitchute and MINDS rather than Youtube.

    7)Use Linux operating systems like Linux Mint,Ubuntu,Gallium or others on your computer rather than Windows , Mac or Chrome OS.
    Keep your eyes open for alternatives to apple/android smartphones in the near future.

    8) Do NOT support the “War on Drugs” which causes more crime,death,murder,gang violence and incarcerations,enriching criminals while millions of people still use illegal drugs anyway.

    9) Support a new foreign policy where We The People worldwide unite behind and promote the principles of truth/freedom/goodwill/integrity/humility/Non-Aggression Principle/Golden Rule and focus on winning hearts and minds.

    10) Support a worldwide effort to voluntarily help others in the hope that it will win over more people to these principles.

    Please share this plan of action with others via text,email & social media if you agree.Here’s a link to share this message.Thank You

  3. Hi Patrick,I realize you no longer work for Overstock/Medici and certainly understand if you do not want to comment on this, but since you are still a major shareholder I just wanted to post this idea/vision as I believe Overstock (and maybe you as an activist investor) are perfectly suited to bring this idea to fruition.These are ideas I have shared with social media pages of yours,Jonathan Johnson,tZero,Medici etc. over the past year.

    Imagine a website/app/network where people from all over the world unite behind the principles of truth,freedom,goodwill,integrity,humility,the Non-Aggression Principle,the Golden Rule and voluntarily helping others.A place where we use social media,networking,trade & commerce to support each other and promote these principles we share.(And a homepage that gets this message/mission statement across crystal clear).Imagine a focused,inspired user base dedicated to promoting this.

    I am thinking competition for facebook,twitter,amazon,google/youtube,apple,netflix,big banks/brokerages,Mainstream Media and even politicians! lol
    Just taking a little market share from each could turn into something awesome.

    This could simply start out as a social media website/app just to gather together those people in the world who value principles like truth,freedom,peace,the non-aggression principle and voluntarily helping others.Then it could eventually morph into a website/app where these principles are promoted upfront while at the same time being a social media,commerce,trade,digital currency,news,education,entertainment(videos and video games) and communication powerhouse.

    This type of website/network could come to fruition through the meeting and cooperation of many Overstock/ Medici affiliated companies.

    Worldstock is a domain owned by Overstock and I really think that domain name could be used to make the ultimate website as it could imply a double entendre with the 2 meanings being:

    1)World Stock of products/goods/services/financial instruments

    2)A Woodstock type of vibe/event/experience gone Worldwide encouraging people to unite behind the principles of truth,freedom,peace,goodwill,the Non-Aggression principle, the Golden Rule and voluntarily helping others.

    Picture the principled website described above as , a social media/network/commerce/trade site where you could buy almost any kind of product/service from almost anywhere in the world:furniture,clothes,electronics,stocks,options,security tokens,cryptocurrency,real estate,cars,insurance,mortgages,land titles etc..

    Imagine Worldstock as the “Great Lake” website/network into which the rivers of Overstock,tZERO,Medici Land Governance,Bitt,Voatz,Minds and others flow.
    Imagine the best website in the world….

    I think liberty lovers worldwide would much rather buy and use products,information and services from like-minded people.I think liberty lovers worldwide would obviously much rather elect like-minded people to office.Overstock/Medici could provide the internet gateway/homebase to make this happen and change the world for the better.

    In my opinion,all political parties are easily co-opted & corrupted.Things won’t change much until citizens unite behind truth/freedom/goodwill/integrity.Most politicians who claim to serve the public are really self servants/crony servants.Therefore,We the People must unite behind basic principles to make positive change.

    The best hope for more freedom in general is for more people to unite behind and promote freedom worldwide.Freedom of speech is obviously essential,but I would hope that there will be a concerted effort to unite folks behind some other basic principles as well.

    “A place where people from all over the world unite behind the principles of truth,freedom,goodwill,integrity,humility,the Non-Aggression principle,the Golden Rule and voluntarily helping others.A place where we use social media,networking,trade & commerce to support each other and promote these principles we share.”

    This is the best idea I can think of to make the world a better place.Anyone got a better idea?I’m listening……

    We have a short time on this earth,which reminds me why truth,freedom,kindness,forgiveness,integrity and goodwill are of the highest value.
    Some may say you can’t save the world,but I would say,” why not try anyway?”
    I’ve got nothing better to do.

    Thank You for your courage.Peace

  4. this guy on twitter said he brother works at one of the big firms

    · 16h
    $ostk Has anyone told management? The longer they wait to make an announcement that the dividend is in trouble the worse it’s going to be if they wait until Friday this thing could gap down to like nine dollars

    Also that
    guy who said his brother works at one of the large brokerages said it would be cancelled.

    SO like you said the leak is everywhere

  5. If this clown knew everyone knows

    · Sep 13
    Replying to
    $ostk You just won’t give it a rest will you? You were wrong next week is going to be a real pain. NASDAQ is not affirmed this. SEC has not approved this. My cousin works at Morgan Stanley.. you’re lying!I u had a good trade , I hope you took it

  6. I may be mistaken but it seems like your former company that you founded and nurtured all these years and the officers you put in place just screwed you for all the naked shorts that have all along been making your Former Company a joke on Wall Street. Sorry as it is my humble opinion you are one honest, intelligent crusader of the regular peeps. God love you and guide you. Peggy

  7. BTW, was it not you Patrick, that helped the shorts now the third time in a row?
    In the conference call you mentioned the SEC and their “camp” at OSTK multiple times, causing the drop after hours.
    When the stock squeezed right the next day, we saw your strange TV show causing the stock to collapse (rescuing the massive put option holders at 30$).
    Now in the squeeze you came out with the blog post here about the rumour that SEC might step in causing another violent drop.

    Literally your words/actions caused 3 short attacks instead of preventing them.
    If you would not have mentioned SEC in the conference call and would have kept quiet till today then we would be at 50$ today.

  8. Patrick, “We feel the pain” this morning more than Bill Clinton might have ever genuinely known or maybe he did starting out as a poor white boy???, but you make it so easy to take it from the wrong direction. Bazoomba!

    We will buy more in anticipation of our fifteen year plight being vindicated lest we know “The Rule of Law” remains non existent and DuhMerika is doomed for its indifference to what remains at stake.

  9. We hope our last post referencing Clinton past is not censored but here’s a take on your “legitimate short” comment in today’s missive. What “percent” of “short shares” in your prior company’s name are not “coordinated, conspired, and complicit” in the work and “demands” of a primary BD, let’s say Goldman Sachs, or a King Pin player, let’s say George Soros, or “stevie” Cohen, with nods, whispers and hand shakes to the other hyenas circling their wagons and licking their chops that their bet is “insured” to be the winning bet? The complicit authorities give this network of common thieves with thugs on their side more credit than is true.

  10. My calls expire this week. I am Rekt beyond repair. Do you see any recourse for retail investors caught up in this corruption at this time?

  11. Patrick, you are a delusional fraud and i’m short your stock. Not just because your business sucks and you are a sore loser, but because you focus on the wrong things and target short sellers instead of fixing your own problems. You and you’re promoters will get what they deserve.

    1. Marc Shmodes, On behalf of the 40,000 real shareholders of ostk, I say we look foreword to having you park our cars for a living when this is all over. Bring it.

  12. As a long shareholder who seems to be the only one who loses at the table. I feel like that moron playing at the poker table.. PB is there a possible hand that I can win?
    Humble Shareholder….

    1. That’s excellent!

      “In the short term the stock market is a voting machine, in the long term a weighing machine.” Twenty years is long term and a long time where a lot of people die waiting.

      If both Buffett as well as Munger continue to avoid addressing these market “iniquities” inclusive of not standing up for a brilliant protege’s business model in correcting these “inequities,” my confidence in the character of men whose lives are exclusively “focused upon money” will forever be lost. Munger did partially prove that to me in 2008, when he said, “if The Chinese Trump–no clue who would be elected less than ten years later–The Mungers’ wealth in the future, then so be it.”

      Why fix a system of “slop” for financial gurus like those two who benefit mostly from its “inefficiencies” and lack of “efficiency.” Buffett’s life was bolstered and Munger’s too, by debunking Efficient Market Theory(EMT.)

      Additionally, I will include that other Indian guru, the so called “Buffett of the North” in Canada who once embraced your company’s future but now continues to maintain “arms distance” even though he left the U.S. Financial Markets about a decade ago when “stevie” Cohen was similarly making mince meat out of his company, Fairfax Financial, on the N.Y.S.E. His crew has since gone bearish on you for reasons that “value investors” can’t comprehend and must relate to their disagreement over what at least had been, your personal leadership and direction to where the puck had to head for all investors to be better protected in the future. For them, apparently, a distraction and lack of focus for the “core business” selling low margin toaster ovens.

  13. Well PB the longs and shorts have spoken Time you put your gloves on and expose them NOW Its been way to long STOP with the little stories

    ITS fraud speak the language we understand we dont like getting robbed without a gun no less… COUNTERFEITED in your face hows that enjoy it and the LONGS who went to battle with you WANT help now..

    So either tell them go home and never buy a stock again or stand up and fight like you said you are. Enjoy your holiday Many who owned your stock
    wont be able to or enjoy the xmas holidays also thanks to Fraud.

    We are all waiting

    1. Only way to expose them in the short run is the OSTK dividend.

      In the long run we beat them, at least in the securities trading market, with technology. Block Chain technology can take away many of the ways to cheat. It can also break the monopoly created by the fractional banking system. And believe these are NOT the biggest sectors that BC can come to dominate.

  14. I’m sure it is just a coincidence, but FBI Special Agent Peter Strzok’s wife, Melissa Hodgman, happens to be the Assoc. Director of the SEC Enforcement Division, who happened to be leading the SEC investigation of Patrick Byrne’s company. [LINK]

    So the wife of the FBI agent who was directing Patrick Byrne in the sketchy FBI operation targeting Donald Trump… just happens to open an investigation of Byrne shortly after the corrupt FBI operation containing her husband first hit the headlines in early 2018.

  15. ^^^^ WOW. So much corruption.

    Wish we had an activist taking a position in our company. That would cause a massive short squeeze.

  16. While disappointing (and financially painful) to see the giveback on share price over the past 4 trading days, it is probably in shareholders best interest to have digital shares registered and tradable on the pay date. It should mean that the day of reckoning still lies ahead for short sellers to cover. And I hope the call you promise to make to DOJ has already happened!

    As a shareholder, however, I must say that Dino’s online account opening process is very poor and the technology platform very glitchy and unstable. After half a dozen attempts to open an account online I finally gave up. And that was as I tried to open an Individual account. I couldn’t even select account type of IRA or ROTH IRA type selection. I own shares in a 3 of these types of accounts. WTF – this is broker-dealer 101. So while the registration process unfolds I strongly suggest Dino & tZERO get their shit together. This does not instill confidence with your shareholders.

    Anyway, I’m on your side, but I’ve been doing a lot of head shaking lately. So please, STEP UP YOUR GAME, OSTK!

  17. Patrick, please tell us.

    Why did you sell all your OSTK shares?

    It’s clearly your choice, but I’m sure many of us would love to hear why you made that choice.


  18. Hey – you just went and dumped all your shares onto the market? If you still believed in the technology and vision – why did you do it? Did you pump it just to dump it? Please clarify.

  19. Mr. Byrne,

    I am just a very small time trader who got caught up in this massive, horrible three day downturn. I’m wondering what you would suggest for all like me at this point? Should we take our losses and escape now or do you see reason to stay the course and remain in OSTK?
    Thank you and I pray for your protection.

  20. Thank you for this post Patrick, it helped a mere mortal like me wrap my head a bit around what you are doing with the digital dividend.

  21. a short squeeze… but first CMKX would have to return to trading.

    so… i’ll settle for my trust, royalties, f+p, etc. to be delivered.

  22. why didn’t you just force shareholders to take physical delivery of their shares…You could have done this 10 years ago

    Truly it would have been that simple…It would have taken work, and there would have been complications, but if you feel so strongly about this, certainly it would have been worth the money to sponsor some kind of paid promotional campaign that informed your investors of the need to hold physical certificates. You spend money on all kind of other outrageous things, so why not that.

    Seriously though, it would have been that simple..

    1. Hey Sparky,
      Want to explain how one can “force shareholders to take physical delivery of their shares…”?

      Is your answer “a paid promotional campaign”. Really?

  23. OSTK has been ~70% institutionally held with, at one point, ~70% short; the people you are fighting PB are the largest share holders and the enemy… how can this battle be won? The edumacated portfolio managers, were surely buying a ‘retail firm’ while your non-institutional believers are betting on the blockchain leg. The enemy will now have an open arena to torment the mgmt team until they figure it’s just not worth it and move on…creating the short success they crave. I’d bet fortunes that the current class action against you was initiated by someone tied to one (several) of the institutions (can that info be found out?), in order to promote the demise. Is there anyway for the longs to counter sue the institutions/manipulators? (the SEC does nothing for the little guy; it’s rigged against them; they cannot obtain real time short info; only the big boys can and big moves happen after hours, where big boys have almost free access to place the opening moves. bring on tokenized, assets and free trading (atomic swaps)).

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