What’s Wrong with ‘Show Must Go On’? Maybe Nothing

Note: Please read Update 5, as at this point I do not think anyone should pledge to an SMGO-run campaign until and unless they have fully documented the purported arrangement with PayPal, and it is clear that PayPal has confirmed SMGO has no way to access any funds itself.

SMGO Explore

At first glance, the story of trying to crowdfund more Young Justice seems as groan-worthy as you expect it to be. After half an hour or so of looking around, however, I think that The Mary Sue gets this story somewhat wrong, although they at least (following the “via” chain here) don’t seem to follow the lead of Blastr and Digital Spy in the use of “Kickstarter” as a synonym for “crowdfunding” as if “Kindle” were a synonym for “ebook”.

The Mary Sue’s reporter, in fact, has been on Twitter warning people against the plan: “It’s one thing to start a petition to show fans want a show back, it’s another to ask fans to give you money.” The problem here is that the campaign never actually asked for anyone’s money. In fact, it only asked for votes — effectively the petition she suggests.

Whatever you think of the idea behind it, you should know how Show Must Go On actually intends to work, so here’s how.

SMGO accepts user suggestions for potential shows to attempt to save or revive. At a certain threshold, suggested shows are put up for a public user vote on the SMGO website. If the show receives enough votes, SMGO will attempt to start a crowdfunding campaign for that show. What’s not necessarily clear from reporting, but is the crux of the matter here, is that the crowdfunding part doesn’t happen until and unless the studio in question that owns the IP in question enters into an agreement with SMGO to launch the fundraiser.

In the early stages of any campaign, SMGO does nothing except gauge expressed support for a potential fundraiser through its voting system, which then provides data it can take to the studio in question. For the sake of comparison, were a studio to agree there seemed to be enough interest to go forward with a crowdfunding campaign, SMGO would be functioning like the Rob Thomas/Kickstarter combination when it came to the Veronica Mars crowdfunding effort. Thomas didn’t go forward with that campaign until the studio signed off on it, and the money raised went not to Thomas or Kickstarter but to the studio.

Same here. Should SMGO convince a studio to move forward with a crowdfunding campaign based, at least in part, on its voting system, the studio would sign off on the campaign and enter into a contractual agreement by which all money raised by the fundraiser (if it were successful, since SMGO is an all-or-nothing system) goes directly to the studio. Just as in the Veronica Mars fundraiser. The only difference being how the different sites make their money. Kickstarter takes fees from the contributed money, whereas SMGO, presumably as part of the deals it would cut with studios, would make some percentage of the advertising money from online streams of the saved or revived shows.

So what about the Young Justice campaign? It had never reached the fundraising stage. The entire point of the story being reported this, and last, week is that when approached by SMGO the studio in question said they were not interested in pursuing such a crowdfunding effort. That’s it. Fans wanted more, SMGO tried to convince the studio to let them run a crowdfunder, and the studio said no.

No one’s money was ever even requested or solicited, let alone in jeopardy. All SMGO did was try to turn fan support into permission to act as fundraiser.

Perhaps SMGO needs to do a better job at explaining precisely how it works (although their website makes it pretty clear) or perhaps reporters just need not to give the wrong impression, but their model doesn’t put anyone at risk. Whether or not their model is something the studios will accept and work with is entirely another question.

Update 1 It’s true that SMGO’s video blog suggests that they intend to find a way to raise money anyway, and depending on how they proceed with that intent could make the entire SMGO process problematic. Right now, however, all we have is that declaration and no details. Indeed, if they launch a crowdfunder without studio approval, this becomes yet another wrong-headed attempt leading to yet another debacle. Barring details on what precisely they mean to do, it’s difficult to say. As a warning against potential missteps at this stage, The Mary Sue’s caution makes sense; it just didn’t seem (to me) to also reflect the intended business model of SMGO to date.

Update 2 Apparently the new plan is raising $10M in “billing agreements” which wouldn’t be triggered into actual payment transactions until and unless Warner signs on. This transforms SMGO from a vote-permission-fundraise model into a kind of suped-up version of the ridiculous Help Nathan By Firefly, which tried to solicit vague pledges to contribute money, to what was a lost cause, at a later date.

Left unexplained by SMGO so far is how this conforms to their repeated statements that SMGO itself never sees any money from its fundraisers, since presumably the only entity they have the authority to enter into billing agreements for is themselves. What was a smartly-conceived, if maybe unlikely to succeed model, becomes something less compelling and more troublesome.

So maybe The Mary Sue was right to raise the flag of skepticism as it regards SMGO’s post-”no” plans after all. I simply didn’t think (1) that the Mary Sue post was clear enough on what had, and had not, happened so far, or (2) that SMGO would so decidedly throw their not-insane or scammy model so totally overboard, as they now appear to be planning.

Update 3 That said, as the afternoon progresses I’m not sure that skepticism bears up as details emerge on just how the new SMGO plan will work. Here’s what I know so far based on talking to them.

Even under this new plan, SMGO never has its hands on anyone’s money, just as in their original system in which a crowdfunding campaign wouldn’t even be launched without advance approval from the studio in question.

What SMGO intends is to launch a campaign seeking, as said, $10M in pledges, with these pledges taking the form of “billing agreements” with (as SMGO explains it, anyway) PayPal itself, not with SMGO. In effect, the billing agreements are held in escrow by PayPal, and are not converted into actual payment transactions until and unless both of two things happen: the goal of $10M worth of pledges is reached and at that point the studio agrees to the pitch.

As SMGO tweeted after their meeting, the studio isn’t convinced the intended goal can be reached. SMGO’s plan, then, is to attempt to prove the studio wrong, but still without any supporters ever actually parting with their money until and unless the studio signs on after the fact. Under its arrangement with SMGO, PayPal would neither collect funds from pledgers nor release funds to any recipient until the studio provided them with its account information, bypassing SMGO coffers altogether.

(Consider, as a comparison, if such a campaign were attempted via Kickstarter. If the $10M pledge goal were reached, $10M would move, via Kickstarter, from the accounts of contributors to the account of SMGO, regardless of whether or not the studio had decided to come on board. Here, all pledged money remains with the contributors even if the goal is reached, only to be transferred to another party if the studio signs on.)

Provided that SMGO is describing the arrangement accurately, then, in essence SMGO wants to collect pledges for money that would go directly to the studio via PayPal if the goal is reached and then the studio agrees. Failing those two criteria — reaching the goal and then studio sign-on — the billing agreements between pledgers and PayPal are cancelled and therefore no actual payments are made. Fundamentally, it turns out, this is the same plan with which SMGO began, except that rather than the studio approving the pledging process in advance, SMGO hopes to use a potentially successful pledge campaign to convince the studio to come on board as a result of those pledges. With either method, no money changes hands until and unless the studio signs on.

None of this weighs in on whether or not it’s a good idea to do it this way, but it does make it clear that there’s still no money changing hands until and unless the studio comes on board, and that even then the money doesn’t pass through the hands of SMGO.

It’s possible that the new plan is naive (and if knowingly so, then perhaps a somewhat cynical way to generate more press for SMGO) or doomed to failure or rejection, but it certainly doesn’t appear to be a scam, or to put pledgers’ money directly at risk. Unless the studio comes on board, in which case money goes to what the pledgers want, the only thing the new plan actively raises are hopes, in whch case it’s hoper beware.

Update 4 As of Tuesday morning, SMGO still had not posted the details of their arrangement/agreement with PayPal regarding disbursement of funds only to the studio, despite launching the Young Justice funder Monday evening. This is a problematic lack of transparency, as the “payment agreement” pledgers enter into via PayPal very specifically states that it is with “SMGO, Inc.” — so, barring the public being able to examine the purported PayPal arrangement, there’s nothing right now except SMGO’s word that they can’t access anyone’s money should the “payment agreement” (pledges) ever be converted into actual payments.

Update 5 After 11 hours of communications silence in public, longer in private, SMGO has started to address questions regarding its purported arrangement with PayPal. What preliminary/partial information I have in hand — portions of email communications between SMGO and PayPal last year — does not yet support their claim that they have an actual arrangement in place, only that there was obviously a pretty involved and convoluted discussion about SMGO’s model.

As publicly described by SMGO, I think their model suggests pledger protection, if industry naiveté. As of this update, however, I’d urge any potential pledgers to wait for firm documentation of SMGO’s claimed arrangement with PayPal, and a firm documented statement from PayPal that the “payment agreements” which currently are being formed between the pledger and, as indicated during the PayPal transaction, “SMGO, Inc.” nonetheless cannot ever be touched by SMGO itself.

Update 6 For what it’s worth, between those early email discussions between SMGO and PayPal and the latter’s Crowdfunding Application Guidelines, I think I know what the setup would have been under SMGO’s original model wherein fundraisers didn’t happen until the studio already had signed on. In that case, PayPal’s crowdfunding processes allow for different recipients of funds disbursement, and differing levels. With the studio on board for the funder, it would have provided its account information to PayPal and would have been the designated payee, with SMGO itself simply acting as, in effect, the payment trigger.

The problem currently is that the Young Justice funder doesn’t involve the studio at this stage, and so the only account information — barring the still-absent documentation showing otherwise — that could possibly be tied to the “payment agreement” being formed with pledgers is SMGO’s.

Fox Legal Cracks Down on Jayne Hats

Jayne Cobb reads a cease-and-desist letter from Fox

It’s perhaps the single most iconic anything from the late, lamented television series Firefly. Certainly it’s the quickest way to spot a Browncoat amidst and amongst the teeming masses at a comic book convention. More, because within the narrative of the show the original was handmade by Jayne’s mother, it’s carried the entire “lived-in” ethos of the show’s design premise well past cancelation and throughout the decade of the show’s fandom ever since, as fans themselves have knitted (and, in some cases, sold) their own copies and replicas.

Late last year, pop culture powerhouse ThinkGeek began selling licensed Jayne hats. In recent weeks, Etsy shops have been closed [Note: As of the morning of 04/09/2013, this Facebook post appears to have been deleted.] at the request of Fox’s legal department, indicating that Jayne hats “incorporate designs, symbols, language, images, or photographs that infringe upon the concerned party’s copyright or other intellectual property right” and that this “use of various trademarks, characters, images, designs and/or other distinctive creative elements is not authorized”.

This is going to be talked about more over the coming days, I suspect, but I wanted to get a few thoughts in ahead of time.

First, and many of us said this at the time, ThinkGeek moving to sell officially-licensed (and therefore at least somewhat more mass-produced) Jayne hats struck me from the beginning as kind of unfortunate. As I said above, the hat always carried with it the handmade, lived-in ethos that Joss Whedon wanted for the show itself, and fans have been making, giving away, raffling for charity, and, yes, selling their own Jayne hats for over ten years now. Something about ThinkGeek selling them just never felt right.

Second, and that said, at this stage we have no idea whether or not ThinkGeek or the license holder they turned to for the production of their hats asked Fox to take action against other sellers. It’s entirely possible that Fox’s legal department is doing this on their own, especially since there’s been a flurry of Firefly licensing going on lately, although mostly in the tabletop gaming field.

Third, it needs to be stated that legally, morally, and ethically, Fox has every right to insist upon only licensed versions of its property. Really, it has something of a fiduciary obligation to its shareholders to protect anything it owns that could make them money, as that’s a corporation’s job.

Fourth, however, notwithstanding the legal, moral, and ethical ground upon which Fox legal is standing, culturally speaking the move is almost complete ass. They can be legally, morally, and ethically in the right and still have this stink to high heaven.

Fifth, it’s highly unlikely Fox gives a damn if you want to knit a few Jayne hats for your friends. I also suspect they’ll have no interest in preventing various charity activities involving the knitting and selling of Jayne hats, although it remains to be seen whether or not Fox legal might perhaps be convinced to take a public position on those sort of activities in advance.

Right now all we have is a move by Fox legal to start having Jayne hats pulled off of Etsy. It’s unknown at this point how far the crackdown will extend and whether or not ThinkGeek, or the license holder to which it turned, is involved. So far, there’s been no indication that they are.

As of tonight, there are still four pages of them listed, but according to one seller “the number of Jayne hats has decreased by about half in the last week or so, it goes down by a few each day”. If you’re still in the market for a handmade Jayne hat, you might want to place your order right now.

Updates (04/09/2013)

ThinkGeek says they aren’t involved in Fox legal’s action, and Blastr indicates Ripple Junction is the actual producer of the hats ThinkGeek sells.

In addition, while the original Facebook post discussing this situation, to which I linked abov, is gone, a new one has appeared (tip of the hat to this The Mary Sue post) which suggests that someone specifically reported these Etsy shops to Ripple Junction who “must, by contract, report them”. I’ve not seen that mentioned elsewhere yet.

Early this afternoon, ThinkGeek blogged about the matter.

Fuck Your Morals: The Best Photo of 2013

Photo by Fred Dufour / AFP

This photo by Fred Dufour for AFP was the fifteenth image on a blog post for The Atlantic called Femen Stages a ‘Topless Jihad’ (see this HuffPo piece for some background), which depicted scenes from around Europe “in support of a young Tunisian activist named Amina Tyler [who last month] posted naked images of herself online, with the words ‘I own my body; it’s not the source of anyone’s honor’ written on her bare chest”.

Photographers the world over are going to work really hard over the next nine months to beat this shot for my favorite of the year.

There’s so much to love here it’s tough to know where to start. I started with the grand metaphor of the man caught at a moment in which he seems completely off-balance and, in truth if not in physical fact, appears to be moving backwards despite himself; and ended with how the man’s presence — his existence, really — is completely and irretrievably irrelevant to the woman, who stands precisely as she would even were the man not there at all.

This is the sort of capture that I imagine gave Dufour something of that photographer’s high, whether as it happened or moments, minutes, or hours later when he had more time.

It’s made me indescribably happy — giddy, really, even just to think of it — all evening long and quickly became both my MacBook desktop and my iPad wallpaper. I can’t for the life of me imagine what could come along to displace it.

Having It Both Ways on Geek Authenticity

Note: Felicia Day engaged in a Reddit AMA on Tuesday, March 26, and responded to my question regarding the issues I raise in this post.

In the middle of last year, I became mildly apoplectic over the fact that just months after releasing a song in which she blasted geek pretenders who “never earned a part of nerd society”, while she was “the real thing” with a “pedigree”, Felicia Day criticized a blogger for “introducing some kind of ‘degree’ of geekdom” because, she said, “it just adds exclusion into the mix”.

“A lot of people are just wearing fashion t-shirts.”

No one else seemed to care much that Day’s public opinion on the whole “fake geek” thing — which with typical Internet misogyny overwhelmingly focuses upon purported “fake geek girls” — had become seemingly self-contradictory. That’s a sort of communal willful ignorance that’s par for the course when it comes to the cults of personality surrounding the Internet famous, even ones I like and whose work and whose fans I enjoy. At least a couple people suggested to me that the song was nothing but satirical trash-talking.

How, then, to explain Day’s remarks before an Emerald City Comicon panel earlier this month, which echo last year’s supposedly satirical song? The panel was streamed and archived; here’s the transcript.

Felicia Day: A lot of times in geek culture nowadays, it getting popularized means that a lot of people are just wearing fashion t-shirts but they don’t know the spirit of being a geek, and a geek is somebody who fought the system to love what they love. And that’s what I want to make sure I stand for, that rebellious streak, you know.

Melanie McFarland: Now, I do want to ask you a question, following up on that. There was that whole meme, last year particularly, about… there was just a lot of gatekeeping—

FD: I hate that.

MM: And it also seemed to target specifically women.

FD: Women, yeah.

MM: So, how did you address that, or were you confronted with that online, and how’d you—

FD: I mean, you know, I try to represent myself as who I am, who is a person who likes gaming, who likes the idea of being an outsider, who loves, you know, bucking the system, and doesn’t care what other people think about what I like. And then I’m a girl. So, to me it’s an afterthought of who I am, and other people may need other geek girls to identify themselves at—

MM: Right.

FD: And I refuse to condemn people who might need that to help them embrace who they are against the odds around them. I think it’s really hard to be somebody, especially if you just think about on the street or in a classroom or in a college… you want to connect with people who love what you love and understand your point of view, that you’re kind of… you don’t feel included in some of the mainstream things, and it’s kind of a growing period we’re going through because it’s almost like the things we love are becoming more popular. So I think the growing pains are something we’re going through last year and I’m very vocal about, I think the hatred about, you know marginalizing girls… like if I see something that’s against a girl gamer, or like this “fake geek” there’s always a picture of a girl. There’s never a picture of a guy there. It makes me angry a little bit, because I always look at it and I’m like if I substituted a guy would the people be as upset about that? Probably not. But to me, you know, there’s… yelling at somebody… It’s like when you’re in traffic and you beep at somebody because they’re turning wrong or they’re swerving, what are they gonna do? They’re not going to driver’s school, guys. They’re gonna go like, “EFF YOU! I’m right, even though I’m a jerk!” So, like, you know, yelling at somebody or chiding them or shaming them is never gonna change a mind, but representing yourself and who you are and being understanding and being persuasive, that’s where you change somebody’s mind, by not making them feel like an outsider. So that’s what I believe in.

The bulk of the ensuing conversation in the above portion of the panel is pretty spot-on, but I can’t seem to get past the first part, wherein Day decries “that a lot of people are just wearing fashion t-shirts”, because “a geek is somebody who fought the system to love what they love”… but then proclaims that she hates “gatekeeping”. It’s a bit of dissonance that McFarland either doesn’t spot or simply glosses over, which is much the same lack of response Day’s song received last year in which she expressed much the same disdain for posers.

What nags me so about this, I think, is that if Day believes there are fake geeks, those who just wear fashion t-shirts, sheer mathematics dictates that some of them are women. Which by necessity means Day believes there are fake geek girls.

It would be perfectly valid to argue that there in fact are fake geeks and posers and argue that the criticisms about them are far too heavily weighted against women (because, inevitably, they would be), but for some reason Day can’t seem to quite just come out and say that’s her position, if it is. I don’t know what the reaction to that position would be, but because her fans legitimately want to defend girls against charges of being fake geeks, any admission by Day that, well, there are posers and so some of them obviously must be girls might be something of a non-starter for that community. For better or for worse, though, people (fans, especially) turn to the Internet famous as leaders of opinion. What those opinions actually are therefore is a question for public discussion, and a question various geek communities sort of need to suss out, and about which they need to be honest.

When I first drafted a version of this post in the immediate wake of Emerald City Comicon, I’d written that “at some point Day should probably decide what she really thinks here, or at least start discussing the problematic nature of what her expressed opinion seems to be saying”. If being understanding, persuasive, and not making others feel like outsiders is the way to go, why is Day talking trash about people “just wearing fashion t-shirts” who haven’t “earned” their place at the geek table?

In the video released today promoting the second season of her Geek & Sundry channel on YouTube, in essence she’s doubled down on her remarks at ECCC, proclaiming that geek isn’t about what you like but about being an outsider and a rebel. And the contradictions are glaring in their proximity to one another. “You think I may not be a real gamer?” she says. “Whatever, that’s your problem.” In the very next breath she says that “we need to re-own Geek”. None of the concerns raised by her remarks at ECCC are addressed in the video except to be reemphasized. Most confounding of all is that she argues both that other people’s judgments are irrelevant to whether or not you are a geek and that in her judgment some people aren’t, proclaiming that if it’s simply that you like comics or games or movies or television, you aren’t an actual geek.

“By introducing some kind of ‘degree’ of geekdom,” she observed last year, “it just adds exclusion into the mix. And that helps who exactly?” Perhaps without their having realized it, it’s a question that Day and the community surrounding her — and, if we’re honest, many other geek communities as well — now need to ask of themselves.

At the very least, I expect that any reporters seeking Day’s comment on the next “fake geek girl” controversy remember that in fact she herself believes that some purported geeks are not real ones.

Veronica Mars Is Not the Death of Kickstarter

The shot heard ’round the film and television industry today, of course, was The Veronica Mars Movie Project, in which Rob Thomas and Kristen Bell launched a crowdfunding campaign for the long-wanted but ever-denied movie followup to the cult favorite series that ended six years ago after three seasons. Inevitably, this generated a great deal of discussion, but I really only want to make two quick hits here.

First, this is a very interesting experiment but is not somehow automatically a model for other franchises to follow. Shawn Ryan might think that this bodes well for Terriers, but Veronica Mars averaged 2.5 million viewers over three seasons and has maintained buzz ever since, while Terriers averaged less than 700,000 viewers over a single season, can’t even get a DVD release, and no one knows what it was. Firefly fans might be salivating at the news (encouraged by industry journalists and TV writers who should know better) but even setting aside any other issues — and they are legion — Joss Whedon is locked into a contract with Marvel that prohibits his involvement in any other film or television projects for its duration.

Second, there’s been a not insignificant degree of blowback regarding the fact that this is a property owned by a major entertainment conglomerate, not an independent project. The latter, of course, being that for which Kickstarter is best known. I want to contextualize this one a bit, because what’s happening here isn’t wildly far off from what’s happened on Kickstarter before but with a couple of twists.

Last year saw Brett Easton Ellis and Paul Schrader crowdfund a “contemporary thriller” via Kickstarter. An independent effort, it was successfully funded by Kickstarter contributors and filmed. And then? It was picked up by IFC Films which handled marketing and distribution. At its core this precisely is what’s happening with the Veronica Mars effort except that we know the eventual marketing and distribution entity in advance (Warner Brothers) and the creatives involved — who are the ones spearheading the campaign — inherently could not proceed with the project without the licensing approval of the owner of the intellectual property at issue. This is, in a very real sense, an independent film project spearheaded by motivated and energized creatives, much like other projects such as Ellis and Schrader’s. It’s just that neither Thomas nor Bell owns the IP.

My question to the critics on this particular count is whether or not Thomas and Bell should be penalized for their passion simply because they don’t own the intellectual property and need WB’s permission first, or because the fact that WB owns the property means they by rights should have first dibs on the distribution rights and whatever cut of profits that comes along with it.

Will certain studios and other industry powers take the wrong lessons from this and try to maneuver this property or that property into a position to exploit Kickstarter? Unquestionably. Does that make The Veronica Mars Movie Project the death knell for Kickstarter or an improper use of its crowdfunding prowess?

I don’t see how.

Update

One other thing that baffles me, illustated by Drew McWeeny: “Yay. ‘Veronica Mars’ has fans. Warner Bros. has money. Why are you paying for their movie?” He goes on to tell people they’ve just been conned by a giant corporation.

I don’t get the ire. If an IP owner doesn’t think the risk is worth it, and fans who want it will mitigate risk for them, why do you care? The creatives want it, the fans want it, the IP owner feels it’s too risky. If the creatives/fans can offset, why is that bad for film? Crowdfunding is only for people who own the IP? It can’t be for the actual creatives, licensing the IP? Are any contributors under the illusion that WB won’t or shouldn’t make money if the film makes money? Who cares that they’ll make money? So will Thomas, Bell, et al, all of which is money no one would have made otherwise, because the IP owner didn’t want to take the risk on its own.

Update

Update

Oregonian Columnist Forgets About That Whole Disclosure Thing

Wizard World Portland / Steve Duin

There was lot of fawning news coverage of the first Wizard World Portland this past weekend; it’s tough, I suppose, to pass up the opportunity to talk to Lou Ferrigno, Henry Winkler, or (?) the cast of The Real World: Portland. The prize for perhaps the most exasperating coverage, however, surely goes to this Steve Duin piece which extolls the virtues of Wizard and essentially chides Portland for (once again, is what he seems to be saying) not thinking big enough.

It’s exasperating because nowhere in the entire piece does Duin bother to mention this little informational gem from the programming schedule for Saturday.

12:00 – 12:45PM COMICS FOR SOCIAL JUSTICE: THE MAKING OF OIL AND WATER
Steve Duin (Comics: Between the Panels, Oil and Water, and Oregonian Columnist), Mike Rosen (Portland to Gulf Coast Project Leader, editor of Oil and Water) and Shannon Wheeler (Too Much Coffee Man, Oil and Water, and Cartoonist for New Yorker Magazine). Oil and Water is a book length comic (Fantagraphics, Nov. 2011) that is a partly fictionalized account of a 10-day trip 22 Oregonians (activists, teachers, business owners, scientists and artists) took Summer 2010 to “Bear Witness” to the BP oil spill. Steve Duin will briefly present the historic impact of comics on issues of contemporary social relevance. Mike Rosen will give a quick overview of why this project was conceived and what it hoped to accomplish. Shannon Wheeler will present his sketches from the Gulf Coast and show how he and Steve Duin transformed them into a compelling portrait of what hope and challenges remain along a ravaged coastline, and one awash in both seafood and oil, that will be changed as irrevocably as those Oregonians that chose to bear witness to the tragedy. Q&A session to follow. (ROOM C120)

Yes, mister “paid the big bucks” columnist forgets to disclose that he not only had a panel at the first Wizard World Portland but that it was a panel exclusively dedicated to one of his own projects. In essence, an advertisement suffering neither the complication nor distraction of having any unrelated or extraneous panelists involved. Seems like a matter of sufficient interest to warrant a mention by Duin. Hilariously, Duin also wrote an earlier piece on Wizard in which he let the company’s CEO declare that Wizard’s “history of poaching on other comic shows” ended when he took over, despite not only the show’s geographical and temporal proximity to Emerald City Comicon in Seattle but the fact that Wizard just weeks previously poached the Missouri market.

The issue for many of us in Portland is a question not of size but of values. If I look back to when I was covering local politics and development issues on Portland Communique, I think that was a frequent theme. We’ve often traded the potential for a bump in size for a maintenance of a certain set of values. Large isn’t an inherent enemy, but why sacrifice, ignore, belittle, dimiss, or eat our own in its name? Duin’s own newspaper regaled Wizard World with the full-color front-page treatment in its Arts & Entertainment section. One can only hope that they offer the same, say, to Rose City Comic Con this September.

“[I]t may seem ridiculous,” suggests Duin, “to draw serious conclusions from a weekend spectacular in which the main attractions masquerade as Vampirella, Galactus and She-Hulk.” What’s ridiculous is in an ode to an event which gave him an exclusive promotional platform, Duin didn’t think that fact was a serious enough matter to disclose.

Copyright Scofflaws DarkCryo File DMCA Irony Request

Hilarious DarkCryo DCMA Takedown

“We’ve received a DMCA complaint regarding content hosted in your account,” came the late-night email from Acorn Host. “As you are probably aware, web hosts do not have much leeway in responding to complaints like this. We do not get to judge fair use or anything of that sort; we are required to remove anything someone submits a claim about, until which time as you submit a counter-complaint.”

Not much to say here. It’s pretty hilariously self-explanatory. Having launched its Firefly MMO project in 2011 by claiming “parody” despite not being one, and then proceeding to solicit funds in its name, only to have the rights holder ask them to go dark while discussing the licensing situation, only to then ultimately be rebuffed by the rights holder, DarkCryo suddenly got copyright religion.

But that’s okay. My brand new graphic for all DarkCryo-related posts serves as a mighty fine replacement and substitute.

Update

It’s actually too hysterical to bother filing a counter-notice arguing that use of their logo for news/commentary purposes likely is actual fair use, unlike their claims of fair use which were never actually fair use. Also, in all my excitement I forgot how to spell DMCA and have fixed the post title and the graphic.

Update

It turns out that Acorn Host never actually received an official DMCA takedown request. What they received as a simple support ticket in which, according to Acorn Host, Craig Redl himself requested that the files be removed. “I requested that the full ‘official’ claim be made,” an Acorn representative tells me via email, “but they have not done so.”

DarkCryo Continues Deluding Itself, Others

Hilarious DarkCryo DCMA Takedown

dis·sem·ble
verb
1. to give a false or misleading appearance to; conceal the truth or real nature of: to dissemble one’s incompetence in business.
2. to put on the appearance of; feign: to dissemble innocence.
3. Obsolete . to let pass unnoticed; ignore.
4. to conceal one’s true motives, thoughts, etc., by some pretense; speak or act hypocritically.
– Dictionary.com Unabridged

Early last week, as part of a longish post to its internal forums, DarkCryo announced that they are taking FUO “underground”, since then declaring the start of “The Now Exclusive DC Community”, and apparently freezing new account signups except for contributors to their aborted Indiegogo campaign and vocal online supporters. Since then, not much has happened publicly.

Unfortunately for DarkCryo, they apparently neglected to lock down new signups on all their subdomains (an oversight since corrected), and I was able to get a brief look over the last day or so at some of their forum discussions. As such, this seemed a good moment for a quick update.

First, as referenced in an earlier post, DarkCryo has been conducting a poll of its subscribers to determine if the now “underground” not-Firefly (wink, wink) MMO should return to using the intellectual property of 20th Century Fox now that the project no longer is a public one. “If you do desire to include cannon [sic],” DarkCryo posted to its forums, “we can re-approach Fox Legal with an update of FUOs downgrade.”

I think it’s likely safe to say that 20th Century Fox will be in no rush to offer a license to a company that originally tried to steal its intellectual property and since then has been chased “underground” by a firm outing of its disregard for Indiegogo’s terms of service and potentially for securities law in both Saskatchewan and British Columbia. Whatever hurdles 20th identified which made DarkCryo now and likely forever unqualified to obtain such a license, it’s doubtful that the degree of continued cluelessness exhibited by Craig Redl et al would suddenly change the studio’s mind.

Second, there is this gem offered by DarkCryo to its supporters: “IGG didn’t have any issue with us, neither did 20th, until the intervention of a 3rd party on both counts.”

As pointed out to me on Twitter this is the rhetorical equivalent of, “And I would have gotten away with it if not for you meddling kids!” That they might actually believe their statement themselves, let alone offer it up to their members, only serves to demonstrate just how far into willful dementia DarkCryo is willing to go in order to avoid any responsibility for what’s happened to them. Of course neither Indiegogo nor 20th Century Fox had any issue with DarkCryo prior to being alerted to its activities; the temporary situational ignorance of those two companies didn’t make what DarkCryo doing any less wrong, it just made it hidden.

Which brings us to the matter of the question still on the table: has DarkCryo been engaged in illegal selling of securities? I’ve detailed the case against them in other posts, so I just want to offer a quick update here.

In order to sell shares in itself, a corporation must either follow the route of registration/prospectus and a public offering, or qualify for any of the various exemptions which allow it to engage in a private placement. Such exemptions can be either statutory, in which the company automatically meets specific qualifications, or discretionary, in which a corporation can ask the relevant securities regulators to specifically exempt them. I’ve already outlined the case for DarkCryo (or RCCIS, or Craig Redl, or Pram Bains) not being stautorily exempt based on any currently available information or behavior. What I know now, directly from securities regulators in Saskatchewan (where RCCIS originally was incorporated), is that none of those parties — RCCIS, DarkCryo, Craig Redl, or Pram Bains — has ever been granted such an exemption in Saskatchewan.

I tend to suspect that, at this point, DarkCryo hopes that the securities issue will blow over in much the same way they hoped stealing 20th Century Fox’s intellectual property and disregarding Indiegogo’s terms of service would blow over. That’s a bit of wishful thinking that I suspect neither they nor their supporters should count on.

Finally, I want to indulge a last look at one particular aspect of the saga. One nagging question that has to do, well, with me.

I’ve been quite perplexed over the last two months as DarkCryo’s main line of attack against my research into their fundraising activities has been to tell its supporters that I’m just “being bitter about a long-received lifetime ban” from all of their (still-nonexistent) products. For the life of me, I could not recall this alleged ban, although I’ve been open to the possibility that I’d simply forgotten it since, as I keep explaining, I am not a gamer and I don’t care.

Last week I was browsing old information about DarkCryo from the middle of last year, the period around which the project withdrew from the Internet after a year of being hammered for trying to claim their planned Firefly game was a “parody” and therefore qualified for a fair use exemption from 20th Century Fox’s intellectual property rights. Amongst these emails, I found the origin of my lifetime ban. Yes, it does exist — but was issued in the form of email to someone else, which was then shared with me. It’s no wonder I’d forgotten all about it.

That email — in which, among other things, Craig Redl accuses his critics of “deformation of character”, a truly glorious malapropism — asks that its recipient and all of his “accomplices” send Redl their names and email addresses in order “to accommodate your wishes with a permanent ban on all future DarkCryo products and releases”. Further, it turns out that Redl sent me a message on Facebook back on January 5 — when the only issue at hand was the degree to which they were overstating 20th’s alleged “well wishes”, and none of Indiegogo or securities issues had yet been raised — but I’d not seen it until today, because Facebook had dumped it into its infamous “Other” folder. In that message, Redl reiterated that I was under a lifetime ban from “all DarkCryo products and services, authorized by our Crew, partnering agencies, and our devoted Fan Community”.

(It’s a mystery why Redl, an avowed private investigator, had to ask for names and dates of birth rather than being able to locate them himself.)

It’s a mostly irrelevant fact, this ban. As I said, I’ve never had any interest in their game nor in anything else they might produce, except as it reveals whether or not they are dirty dealing. I did, however, want to mention that it was real, despite the fact that I could not recall its imposition. It’s also a ban that, as demonstrated over the past two months, hasn’t exactly kept me from pursuing the story of its activities.

For the record, with the beleaguered project coming to such an ignominious end, it seems appropriate to detail the long, sordid history of DarkCryo’s rise and fall. Here then, as it attempts to take its operations “underground” where presumably it hopes to avoid any further ethical scrutiny, is the history of DarkCryo. One littered with improper actions and assertions that later are either discarded, hand-wavingly spun, or simply proven to be illegitimate.

DarkCyro appeared from nowhere to announce a Firefly MMORPG, claiming to pickup the mantle of prior attempts by licensed companies.

DarkCryo began by claiming “parody” in order to avoid licensing fees for intellectual property owned by 20th Century Fox, the company’s original sin and ultimately the source of all that’s transpired since.

DarkCryo for months generated or prompted little discussion except about its trailer, which only served to remind observers that DarkCryo didn’t have a license for what it was attempting to produce.

DarkCryo went out of its way to decisively reassure supporters that while any financial investment technically was in DarkCryo as a whole, of course they understood that what everyone was interested in was Firefly.

DarkCryo nonetheless asserted (in the same email that banned its critics from its properties forever) that the money it was taking in after announcing a Firefly game had nothing to do with interest in their Firefly game, despite no substantive or apparent discussion of the company at all in the six months prior to that project’s announcement.

DarkCryo suddenly withdrew from public scrutiny via social media at about that same time, claiming the move was in order to focus on a small group of fans and not thousands of trolls.

DarkCryo “coincidentally” went completely dark a month later (“at the behest of Fox Entertainment Group”) in order to pursue licensing discussions.

DarkCryo then returned five months later to spin a polite brush off as “well wishes” (a characterization they accidentally confirmed later on), all while dangling in front of potential donors the entirely unlikely possibility of licensing maybe sometime in the unspecified future.

DarkCryo backed off its crowdfunding plans after a Kotaku article incorrectly called the project an outright hoax.

DarkCryo returned just one month later to launch a crowdfunding campaign after all, despite investment crowdfunding (or equity crowdfunding) being not only against Indiegogo’s terms of service but not actually legal in Canada.

DarkCryo through much of this time has been engaged in selling securities despite every indication being that it has no legal authority in British Columbia (or elsewhere) to be doing so.

DarkCryo brazenly claimed that its articles of incorporation alone, in and of themselves (or, rather, those of its “parent corporation”) prove its legal authority to be selling securities to the public.

DarkCryo also quietly and privately announced that in the face of this sustained public scrutiny, “FUO will herein evolve into an underground MMORPG”.

DarkCryo, a mere three days after being told by Indiegogo that contributors to the aborted crowdfunding campaign would be refunded within ten days, instructed its followers to harass an Indiegogo representative, publishing said representative’s direct phone number.

DarkCryo rechristened its forums “The Now Exclusive DC Community”, locking them to any new members save those who contributed to the Indiegogo effort, and posted a members-only poll called “DERIVIATE vs. NONDERIVATIVE” to gauge member support for returning to usage of 20th Century Fox intellectual property now that its gone “underground” with development, suggesting that a license in those circumstance might be possible.

DarkCryo told its backers that they would have gotten away with its misdeeds regarding 20th Century Fox and Indiegogo had no one dared to tell the wronged parties that they were being wronged.

None of this is the fault of some “discredited cyber bully”. None of this is somehow the result of my lifetime ban. All of it is the fault and result of Craig Redl and Pram Bains, in way over their heads and refusing to address the reality of their situation. This is why I’ve compared DarkCryo to the disaster that was Booster Events. I’ve never called DarkCryo a scam or a hoax.

There’s a simple, useful rule: never blame on intention what you can blame on incompetence. Even when the apparent incompetence becomes this habitual and severe, or when the ways in which the party at issue communicates to its supporters appears quite intentional.

What still remains open to debate is whether the greater incompetence is that of Craig Redl et al or that of all these willfully ignorant people who keep clamoring to give DarkCryo their money. Special mention goes to all those gaming sites that have promoted the shit out of DarkCryo’s announcements — in essence becoming a party to its financial solicitations — yet have remained consistently, deafeningly silent on all of the above.

Moving forward, it’s now almost entirely about the public record accumulated over the past year or so, and whether or not securities regulators in Saskatchewan and/or British Columbia become convinced that where there’s smoke there’s fire. No amount of hot air from DarkCryo about critics, canon, or cyber bullies can change that.

DarkCryo Posts Documents That Prove… Nothing

Hilarious DarkCryo DCMA Takedown

“It has also been suggested,” posts DarkCryo to its internal forums that you likely can’t access, “that RCCIS (our parent Corporation) has no authority to issue common shares by Industry Canada.”

For the record, that’s not quite what has been suggested. What’s been suggested — and documented here — is that there are only certain ways in which a company can sell investment securities to outsiders (via a public offering or a private placement) and that RCCIS/DarkCryo/Craig Redl/Pram Bains has been conducting neither a public offering nor a legal private placement. That they aren’t conducting the former is obvious on its face, so it becomes entirely a matter of the latter. It also becomes a matter of DarkCryo’s reiteration that they are making use of so-called “angel investors” when they actively solicit investment via the Internet at levels beginning at a mere $100.

While we’re potentially dealing with two distinct jurisdictions here, British Columbia’s information exemptions (originally posted last Friday) is substantially the same as that of Saskatchewan. There’s no need to reiterate in detail here. Suffice it to say that I’ve exhaustively detailed how these investors are not “angel investors” (who must be accredited investors, not just any random schmoe on the Internet with $100), as well as how DarkCryo does not meet the requirements for a private placement.

The documentation DarkCryo posted to its supporters does authorize RCCIS to “issue an unlimited number of common shares”, but being so authorized only means you’re authorized to engage in the legally prescribed methods for doing so. That’s where DarkCryo’s attempt to debunk my criticism and research falls apart. If a company is engaged in a public offering, they must be duly and properly registered and utilizing those channels. They are not. If a company is engaging in a private placement, they must duly and properly meet the requirements for any of the many different exemptions available for that. They do not.

Nothing in the documentation thus far provided by DarkCryo — it would seem more in an attempt to rally its own supporters in private than to successfully counter any of my public criticism — does anything to discount or discredit my complaint.

In fact, all DarkCryo has provided is a copy of RCCIS’ Articles of Incorporation, which indicates that the company is organized in a fashion that allows it to issue shares in itself. It’s the “share structure” of the corporation. That’s merely an internal organizational matter for a corporation, separate and apart from obtaining the necessary legal status — via registration or exemption — to then actually sell those shares to the public. Articles of incorporation in and of themselves do not confer upon a corporation the power to sell shares to the public; they only establish that the company is organized as a share-issuing entity, and what types of shares it intends to utilize.

I stand by the questions I’ve raised as to the potential impropriety of the ways in which DarkCryo has been selling securities. To date, they’ve provided no documentation to show they are either conducting a proper public offering or conducting a properly-exempted private placement.

As for “the expertise of a 16 year Securities veteran”, I can only hope for DarkCryo’s sake that their securities expertise is of a higher quality than the legal expertise of whoever originally told them that calling their game a “parody” was sufficient to avoid having to pay a license fee for someone else’s intellectual property.

Update

Not for nothing, but all the first of the two documents DarkCryo provided does is establish that one of the two directors of RCCIS once took a course on mutual funds. This is not about mutual funds, although I’m willing to entertain the notion that DarkCryo is claiming to be a parody of one.

Update

To make this simpler: you can’t file Articles of Incorporation establishing the nature of your company’s share structure and then immediately walk out into the street and sell people shares in your company. Rather, there follows what could be described as a permitting process to engage in that activity. For all intents and purposes — at least based on all currently available documentation either from various Canadian and provincial government websites or from Craig Redl et al themselves — DarkCryo simply walked out onto the street (albeit the virtual one of the Internet) and started soliciting investors.

Update

To confuse matters further, whatever those Articles of Incorporation state, a search on Corporations Canada for Royal Canadian Cyber Intelligence Service indicates that it is a “non-distributing corporation with 50 or fewer shareholders”, a term which means it “does not offer its shares for sale to the public”. This suggests that while the “share structure” of the corporation allows for “unlimited number of common shares”, it does not allow that unlimited number to be offered willy-nilly to anyone Craig Redl and Pram Bains wish.

Update

In the comments, Sasha challenges me to post DarkCryo’s entire statement from their forums, apparently sure of themselves that I won’t. So, here you go. The entire statement, reprinted here in full under the Creative Commons Attribution-NoDerivs 3.0 Unported license indicated in the footer of the DarkCryo forums.

This is an internal Community release, to bring final closure to the recent propaganda of but a rapidly shrinking trolling demographic; those who will not be mentioned by name at this time, as we refuse to feed into the attention they so desperately seek. As always, please excuse our brevity. Our intention is to be as forthcoming and transparent as always to our loyal DC and Firefly Community.

Most recently, it has been suggested by one extremely discredited blogger that Pram Bains – a DarkCryo Crew member – does not hold any certification to issue licensed Securities in Canada. It has also been suggested that RCCIS (our parent Corporation) has no authority to issue common shares by Industry Canada. Please reference the following documentation:

http://darkcryo.com/_pdf/docs.pdf

Unfortunately for this blogger, learning how to copy and paste a Googled Securities clause does not out-league the expertise of a 16 year Securities veteran. The only amendment to the documentation provided is our dissolve of the Saskatchewan (SK) inter-provincial entity, and is to be transferred to British Columbia in the 2013 filing. RCCIS is parented to Craig Redl (Director) and Pram Bains (Director) operating as DarkCryo Entertainment per our 2011 tax filing, and will so again for our 2012 tax filing.

Since the re-activation of our Facebook page, despite overwhelming support by the Firefly Fan Community, one desperate blogger has long been guilty of both defamation, as well potential criminal harassment – an indictable offense in Canada – toward the principle Developers of DarkCryo Entertainment.

With each claim, this particular blogger uses safety words such as “…they may be…” or “…as far as I can tell…”, so as to hide behind a questionable practice of unsubstantiated propaganda. Requests for direct contact by us for over a year now have been publicly ignored or refused, both through Twitter and an amateur blog website.

With each claim, we take valuable time away from our beloved Firefly Fan-base in order to refute these lies, and get back to developing your Firefly MMO. With each and every failed allegation, out of sheer desperation, this individual demonstrates a pattern of conjuring up a new hypothesis; only to find himself debunked yet again. While these unmitigated attacks have been increasingly focused on destroying our personal lives, and that of this Firefly Fan-driven endeavour, we have yet to publicly return our own counter-intelligence regarding the character of this individual. We have maintained our focus to simply please our DC and Firefly Fan Community.

Some have inquired as to how exactly such blogging has long been discredited. We have debunked accusations of copyright infringement, accusations of 20th cease and desist orders, accusations of our technical abilities, accusations of being a hoax and fraud, accusations against the credibility of Craig Redl, and accusations of improper Industry Canada tax filings. Add to that list now, accusations of our inability to issue common shares, and most importantly, accusations of the credibility of Pram Bains being an authorized issuer of Securities in Canada. On all counts, this particular blogger has misrepresented his agenda, and in doing so, outright lied to the Firefly Fan Community.

Our discontinuance of the recent IGG funding Campaign was not for legal consideration, but rather a simple conflict of interest concerning their terms of service. Both IGG and DC will attest to this fact. There is nothing controversial about advertising revenue-sharing opportunities to potential Angel Investors, and the rants of but a single discredited internet blogger will never change that fact.

The result of such rage reporting is only self-defeating, as he now resorts to lashing out at the very Firefly Fans he claims to represent; fans whom have publicly and directly clarified that he no longer speaks on their – nor subsequently our – behalf. With each failing, our will to succeed for our beloved Community only grows stronger. At this point, all we are left with is a most unethical blogger that shouts from a sound-proof booth, perhaps only to hear his own voice. While this type of blogging may not have anything better to do beyond an attention-seeking existence, we are afraid the time has come for our DC and Firefly Community to advise him that the time to get a day job is dawning.

Firefly Fans have spoken, and continue to turn to the DC Community by the thousands in support of the FUO project. While our Facebook page and forums alike demonstrate overwhelming support, we will no longer be providing blogging material, traffic, debunks, or otherwise any further form of entertainment to unethical blogging practices. Each and every time we have demonstrated our resolve, those actual Reporters with professional discipline have recanted with apology. As to the amateur bloggers who have not, with the exception of bringing forth any potential future criminal proceedings, we will no longer be wasting our time in redirecting our attention or interest.

Your DC Crew have always acted with the greatest of respect, transparency, composure and professionalism; even in the face of those few who have cowardly failed to represent the interest of the public good. We began this journey with the most sincere and selfless of intentions, and for those who have known us for upwards of 40 years, will attest to our character and integrity. We will continue our best to make you proud, and will never waiver in our commitment to the Firefly Community; regardless of the successes, trials and tribulations which may lie ahead. To this end, FUO will herein evolve into an underground MMORPG.

We would like to take this opportunity to apologies to the thousands of DC and Firefly Fans around the world, on behalf of those few who are either unable or unwilling to do so themselves. While they will soon no longer hear it, they will certainly never stop our signal.

Update

For what it’s worth, my DarkCryo account is now inactive. What little I saw before it took effect suggests that in the move to going “underground”, DarkCryo is considering via forums poll (“POLL: DERIVATIVE vs. NONDERIVATIVE”) whether or not to return to using actual Firefly intellectual property as it moves forward. DarkCryo last year finally had been forced into not using 20th Century Fox’s IP after originally claiming improperly that the game qualified as a “parody”.

As near as I can tell, DarkCryo intends to be giving anyone who contributed to the aborted Indiegogo campaign a complimentary account so they can be involved as the newly-christened “Now Exclusive DC Community” and its “underground” game progresses. That campaign had been shuttered days after launch once the company’s solicitation of investors was revealed to violate the site’s terms of service, and potentially the law.

Is DarkCryo the New Booster Events?

Hilarious DarkCryo DCMA Takedown

Once upon a time a company named Booster Events screwed over Firefly fans (there’s much more here) due to financial troubles mounting a convention for which 500 people already had paid their hard-earned money. These were fans themselves, in so far over their heads they ruined their own lives for a time and if not for the good will of other fans would have ruined the weekend of those who had already assembled for the convention.

Late last night, I methodically detailed how DarkCryo is trading in securities, and questioned whether, without documentation demonstrating otherwise, they were doing so legally or illegally. Very early this morning, DarkCryo canceled their Indiegogo fundraiser, and posted a lengthy explanation to Facebook of, among other things, the matter of the DarkCryo Investment Certificates. It’s an explanation which serves only to dig the hole deeper.

For almost a year now, our dozens of Fans at the DCMartyr Tier (our common term for an Angel Investor) have long enjoyed engaging in revenue-sharing strategies with our DarkCryo studio startup. Our many IGG Perks had featured – what our current Angel Investors like to refer to as – DCICs (our common acronym for percentages of equity). Unlike Stockholders, our Angel Investors have the privilege of writing up their own agreements with the DC Crew. By default, it the donations of an Angel Investor that fairly determine what percentage of equity will be disseminated amongst our family of DCMartyrs, and comes complete with prospectus, business plan, Crew resumes and credentials.

Here’s the problem. It’s true that raising capital from so-called angel investors is a thing, but there are problems with DarkCryo’s description. First, an angel investor typically is a wealthy individual, and they need to be what is defined by law as an “accredited investor”, a legal entity which allows for exemptions to the registration and prospectus requirements of securities law. Let’s return to the British Columbia Securities Commission for some information on private placements generally and accredited investors specifically.

Under the accredited investor exemption, you can sell securities to an accredited investor in any amount without providing any disclosure about the issuer. There is no limit on the number of purchasers or the amount that can be raised using the accredited investor exemption.

Fine so far as it goes. But the catch is how the law defines that accredited investor: financial institutions; registered advisers or dealers; pension funds; mutual funds selling only under a prospectus or to accredited investors or persons buying at least $150,000 of securities; corporations, limited partnerships, trusts or estates having net assets of at least $5 million; individuals who have at least $1 million in financial assets (cash and securities) before taxes; individuals whose net income before taxes exceeds $200,000 (or $300,000 combined income with spouse) in each of the two most recent years and who reasonably expects to exceed that net income in the current year; individuals who have at least $5 million in net assets.

DarkCryo, on the other hand, has been selling their Gold Rush package, which included the DCICs and revenue-sharing plan, to anyone who stumbled across them on the Internet and paid at least $100.

Simply put: DarkCryo, Craig Redl, and Pram Bains are utterly, completely, and legally wrong when they state that they are making use of angel investors.

You’ll note from the linked BCSC page that there are any number of exemptions that can be used for private placements of securities such as that being undertaken by DarkCryo. They are fairly easy to understand, and what DarkCryo’s been doing doesn’t fall under the BCSC descriptions of any of “private issuer exemption”, “family, friends and business associates exemption”, “accredited investor exemption” (as indicated above), “$150,000 exemption”, or “employee, director, officer and consultant exemption”.

What about the “offering memorandum exemption”? On its surface, it seems like it might fit. DarkCryo, of course, is arguing they are using angel investors (and therefore the “accredited investor exemption”), not the “offering memorandum exemption”, but let’s look at it anyway.

“The offering memorandum exemption allows an issuer to sell its securities to anyone, regardless of their relationship, wealth or the amount of securities purchased,” says the BCSC. “Under this exemption, the issuer can sell securities in any amount to anyone provided, before the purchaser signs the agreement to purchase the securities, the issuer: obtains a signed risk acknowledgement form from the purchaser, and delivers an offering memorandum, prepared in the required form, to the purchaser.”

Not so much a fit, after all. In the most recent round of fundraising, at least, DarkCryo was not obtaining a “signed risk acknowledgment from the purchaser” nor delivering “an offering memorandum, prepared in the required form”. Rather, they were providing a series of buttons to click on Indiegogo.

We’re left, then, with the fact that not only has DarkCryo publicly admitted to trading in securities (because that’s what using angel investors would be), they’ve stated that they are making use of a certain kind of securities investment that they aren’t actually using. Further, they don’t appear to qualify for any of the exemptions that would allow them to engage in private placements. None of this builds any sort of confidence.

I’ve no idea if Craig Redl or Pram Bains have ever stated just how much of their own capital they’ve sunk into DarkCryo and their not-Firefly (wink, wink) MMORPG. I’ve also no idea just how much capital they’ve raised from others. I think it’s fairly evident, however, that the latter has been raised under no apparent legal authority to do so.

What’s not evident at all is just how far DarkCryo intends to take this, and whether or not they want their legacy to be one of standing next to Booster Events in the annals of Firefly fandom.