NSAV Holding Inc (NSAV)

[Major Profits]

James, "Is Your Forward-Looking Statement Safe Harbor Safe?"

Dunno, nor care really, about anyone else, but I'm not falling for that Naomi MJ Grow hype a SECOND time. Well, not without proof they actually own the property. Still. That is, AFTER the May 24 auction.

But I wish he'd come clean and help end my obsession and research and simply tell us what has happened AFTER the May 24, 2017 auctioning off of Naomi Village Resort. He's already acknowledged the auction took place. Well, what happened AFTER that?

In the meantime, there is the following which I think is great. Imho, Pennyland investors have for far too long been bitten in the arse with that "Forward-Looking Statement/Safe Harbor" disclaimer which even James uses at the end of his PRs.

Hey, it's almost like CEOs can say whatever they want even if the chance of what they say might happen has a chance of .00000000001 percent chance of coming true. And that is how they avoid fraud/jail time. It's like, "Oops, oh well, I actually thought my BS would actually work out. Despite the huge odds agaisnt it working out." lol!! Right. But time after time after time investors get screwed by that "Safe Harbor" disclaimer.

Until now.

I came across this in the DD (which I hope James pays some attention to. ) Not to mention shareholders

http://www.dykema.com/resources-alerts-is-your-forward-looking-statement-safe-harbor-safe_08-12-2015.html

Here are some excerpts I think shareholders should be aware of and which might keep CEOs in line more than in the past.

A recent federal appeals court decision has cast a shadow over the protection provided by the forward looking statement safe harbor provided by the Private Securities Litigation Reform Act of 1995 (“PSLRA”). The ruling in In re: Harman International Industries, Inc. Securities Litigation (No. 14-7017) (D.C. Cir. June 23, 2015) reinstated a securities fraud class action lawsuit against an electronics company and three of its officers, who were charged with “knowingly and recklessly” propping up the company’s stock price with erroneous forward looking statements when the company was being considered for an acquisition that eventually fell through. The ruling should serve as a warning to public companies to be more vigilant in reviewing their safe harbor language and ensuring it is both meaningful and current.

Safe Harbor Protection

Congress enacted the PSLRA “to protect investors, issuers, and all who are associated with our capital markets from abusive securities litigation.” The forward looking statement safe harbor provision was designed by Congress to encourage companies to provide investors with information about future plans and prospects. Companies were often reluctant to provide forward looking information due to the prevalence of strike suits which, irrespective of the merits of the claim, were usually less costly to settle than fight. The safe harbor was intended to provide a strong defense against such suits that would discourage their commencement and provide grounds for their summary dismissal when the relevant conditions are satisfied.

The safe harbor provides that a company is not liable with respect to any forward-looking statement if (1) the forward-looking statement is identified as forward-looking and is accompanied by “meaningful cautionary statements” identifying important factors that could cause actual results to differ materially from those in the forward-looking statement or is immaterial; or (2) the plaintiff fails to prove that the forward-looking statement was made with actual knowledge that the statement was false or misleading. The interpretation of the safe harbor in federal courts, however, has left companies with mixed guidance about its usefulness to fend off strike suits.

...Harman’s stock price rose markedly after the initial announcement. In September 2007, however, Harman announced that the acquisition plan had been abandoned, and its shares fell by more than 24 percent. The share price fell again in January 2008 when the company lowered its projected earnings per share, and once more in February 2008, when Harman announced its second-quarter 2008 financial results, including lower sales on its PNDs [personal navigational device].

A consolidated amended complaint filed in May 2008 alleged that Harman and three of its officers knowingly and recklessly propped up the stock price by making materially false and misleading statements about the company's financial condition. The complaint alleged the statement that the company’s PND sales were “very strong” was false and misleading when made because the company failed to disclose: (1) the growing inventory of obsolete PNDs, (2) the fact that the company had missed PND sales targets for the previous fiscal year by more than $85 million, and (3) that the company had recently sold 100,000 obsolete PND units at a substantial discount. The complaint alleges further that the CFO’s statement during the subsequent analyst call that “growth and expansion” would “continue” in the PND business was materially false and misleading, primarily because of the historical evidence of growing inventory, widespread obsolescence, and stagnant sales.

The D.C. Circuit Court of Appeals reversed the dismissal, finding that the complaint plausibly alleged two statements focusing on the company's PND products were not entitled to the safe harbor protection. The court held that the accompanying cautionary statements were misleading because they failed to disclose historical facts about PNDs that would have been important to a reasonable investor.

The Court mused that the forward-looking “safe harbor” disclaimer would not protect from liability a person “who warns his hiking companion to walk slowly because there might be a ditch ahead when he knows with near certainty that the Grand Canyon lies one foot away.” The Court wryly concluded that, “By the end of FY 2007,... the risk of which [the Company] warned... had already transpired.”

As Harman shows, it is dangerous merely to cut-and-paste or incorporate by reference cautionary language without a careful review of the specific forward looking statements intended to be covered by the cautionary language.

As Harman illustrates, if the harm about which you are warning has already begun to materialize, a safe harbor disclaimer will not protect you absent disclosure of the developments.

And then there is the issue of the insurance settlement. Ordinarily I would think the money might go to the bank (as his wife said when not making the mortgage payments:

http://www.poconorecord.com/article/20150628/news/150629490

Zheng, meanwhile, paid her utility bills but asked the bank for a moratorium on the mortgage.

“I said, ‘As soon as I get the insurance, I’ll pay you,’” she recalled.

So you boast about the recent settlemnt and that it will be used DIFFERENTLY that the above. How is this possible?

Oh well, in any event, like it or not, the Naomi issue is still a big concern to me, personally. In fact, I sold millions of another stock that wasn't performing (but now is out performing this one far, fare better!!) to free up money which I ultimately invested here. And because of Naomi. >( grrr....

I guess it's now a personal obsession and I feel the Naomi issue goes to the CREDIBILITY issue of our CEO.

Unfortunately, imho, it might go deeper than that. Could it be a lot of his decisions, actions (and even NON-actions), not being current, etc. revolve around saving Naomi and bailing out his wife? I dunno. But I do wonder.

Time will tell. And, yes, I would really feel better, health-wise, if I could resolve this mystery.

James, help me, and others out.

JMOs

$NSAV