cryanschadel@cryanschadel20 days agoHOW TO FIX LTNC
Most people know the history here so I’ll just get to it. Labor Smart (OTC: LTNC). is now Kultura Brands (still Labor Smart at FINRA). Over 31 Billion shares outstanding. Most of OTC land has written this off.
The company wrapped around the ticker is broken, but there's an asset inside it the market prices at basically zero and that’s LTNC's economic interest in the Adios spirits brand. Real product, real sales, real shelf presence. There are some other fine products as well but this is the one that is key to the plan. Every good turnaround starts the same way: find the thing worth more than the wrapper, and rebuild the wrapper around it.
1. No reverse split. Ever.
Reverse splits are how OTC management teams punish the shareholders who stayed loyal. Same company, same problems, a smaller share count wearing a bigger price tag and six months (or less) later the printing starts again. I watched dilution hollow this company out. You don't fix that with division. You fix it the honest way:
2. Retire shares. Billions of them.
A structured, multi year retirement program with a cumulative target in the billions of shares, bought back, exchanged out, cancelled. Not promised: retired, on the public record, where anyone can count. Dilution destroyed this company slowly. Retirement rebuilds it the same way.
3.But how to do that? Here’s how - Monetize Adios without selling it out.
The brand is the crown jewel, but LTNC can't fund its growth. Yes, this plan assumes that Adios actually has legs. I think it does but it was never capitalized for inventory, distribution, and marketing at SCALE. The move: consolidate Adios into a clean, purpose built company designed to trade publicly on its own. LTNC's interest converts into three things:
• Cash at closing: money the company can actually use, now;
• A retained equity stake in the new Adios company: meaningful upside in the brand's future;
• A retained revenue strip on brand sales, with a formula priced buyout and contractual value, not hopeful value.
Paid today, upside forever, and the growth burden moves to a vehicle built to carry it.
4. LTNC shareholders first in line.
When the new Adios company begins its path to the public markets, LTNC's shareholder base should be the first audience introduced to it. The people who held through the worst deserve the first look at the best. (Any offering would only ever be made through an SEC-qualified offering circular and nothing is being offered here.)
The Roadmap
Five phases. Each one gates on the one before it. Every phase ends with something you can check without trusting anyone.
Phase 1 — The Signature
A turnaround framework agreed and publicly disclosed by the company. Inside this phase: definitive agreements executed as needed with all Adios brand stakeholders, board approvals done, and the company's own disclosure telling shareholders exactly what was signed. Company formally agrees to no reverse split for a minimum of 24 months. (When this plan works, they wont need one anyway and this should be codified in the by-laws: No Reverse - Split Ever) Until this happens, nothing else on this page exists. Verify: the disclosure itself, on the public record as a supplemental with OTCM.
Phase 2 — Stop the Bleeding
Make offers and begin negotiation with debt/note/lien/convertible preferred holders not part of Phase 1. This is an all or nothing deal. Everyone eats or everyone starves, whether they know it or like it or not. Enforcement of these agreements would be contingent on future milestones per this plan in order to protect creditors. Most will need to take a haircut on what they think they are owed. The trade off is more certainty of liquidity PLUS upside they can actually collect on. All potential overhang MUST be accounted for and permanently defined and neutralized IN THIS PHASE. Until this happens, nothing else on this page exists. The share-retirement program launches. This is a standing program for 24 months: negotiated exchanges with large holders, creditor conversions retired instead of recycled, cancellations executed through the transfer agent where they become part of the permanent record. The first cancellations hit the count. No reverse split, ever. Verify: All I’s dotted and T’s crossed on every agreement. Shares outstanding starts falling on the public record; Must stay current with OTCM
Phase 3 — Free the Asset
Adios consolidates into a clean, purpose built company: one vehicle with PCAOB audited books, an independent board, no super voting shares, and none of the legacy wrapper's baggage. LTNC converts its interest into the four part stack: cash at closing, a retained equity stake engineered to be just under 10% by listing date, 1x warrant coverage at a 20% premium to the next raise (Any offering would only ever be made through an SEC-qualified offering circular and nothing is being offered here), and a 5-10% revenue strip on brand sales with a formula-priced buyout. Must be a clean split of management – i.e. not everyone from LTNC can just go over to the new Adios. Much thought needs to go into the management that will lead Adios forward. Verify: closing announced; cash visible on LTNC's balance sheet next period.
Phase 4 — The Public Path
The new company's audit completes and its SEC qualification process begins. As the process advances, LTNC's co-owner base is the first retail audience introduced to the story. The people who held through the worst deserve the first look at the best. (Any offering would only ever be made through an SEC-qualified offering circular, likely Reg A+ or 506c/506b followed by S1; nothing is being offered here.) Verify: Adios co listing application to OTCQB or higher.
Phase 5 — The Scoreboard Compounds
The Adios vehicle trades on its own ticker with its own float. Retirement grinds on at LTNC toward a multi-billion share cumulative target. Revenue share from Adios fuels ongoing buybacks. This is the phase that never really ends and it's just the machine running. Verify: float shrinking; milestones public, constant communication with co-owners.
No dates attached, deliberately. Dates are promises, sequences are architecture. Each phase unlocks the next, and every one of them is measurable from your couch.
The Vision: What LTNC Would Actually Hold
Here's where I'm supposed to give you a market cap target. I'm not going to and you should be suspicious of anyone in OTC land who does. Everyone wants to see .08 again. But here’s what we actually can target:
The value stack. After Phase 3, LTNC holds five things instead of one broken wrapper:
1. Cash received at closing, on the balance sheet
2. An equity stake % of a pure play spirits company built to be valued the way markets value spirits companies, with the means to raise cheaper capital
3. A revenue strip on brand sales that is recurring, contractual, with a formula priced buyout that converts it to cash at LTNC’s option. This is big upside if Adios performs.
4. Warrants for potential upside in Adios
5. Whatever its remaining operations are worth
The sweat equity = why this value exists at all. LTNC's value in Adios is currently, just paper. Time, energy, and money have been invested into paper that cant be spent. That's sweat equity and today the market pays LTNC exactly zero for it. Monetization doesn't create this value, it collects it. This foundational work that is already done gets converted into capital the company can use.
Here’s where it must use it, because all cash must have a job. In my plan, every dollar collected has an assignment, in this order:
1. Retire convertible instruments and debt first. Understand where OTC dilution actually comes from: instruments like debt and preferred stock that convert into common shares. Every dollar of convertible debt/preferreds that get retired shuts down the printing press at the source. You cannot fix the share count while the machine that inflates it is still plugged in.
2. Buy back and retire stock. With the debt engine off, cash flows straight into Pillar 2: shares bought, cancelled, gone from the count on the public record. This is the moment the sweat equity literally becomes a smaller float: work the company has done for years, converted into a bigger claim for every shareholder who stayed.
3. Reinvest in beverage. LTNC already owns real distribution infrastructure. The plan redeploys remaining capital into cash flowing beverage opportunities that infrastructure can actually serve. Everything compounds from here with execution.
The flywheel, stated once: the brand LTNC built generates the cash in exchange for equity→ the cash kills the debt → dead debt stops the dilution → buybacks shrink the count → and every remaining share holds a larger claim on the equity stake and revenue strip LTNC kept. The asset the company sweated for ends up paying its co-owners three different ways AND uses the equity its built in Adios as currency. That is the point of this for LTNC — without this part, monetization is just selling the furniture.
The multiple gap, this is the entire thesis. Markets know how to price spirits brands. Precedent spirits and distillery transactions have run roughly 1.2x to 7.5x revenue and 9x to 17x EBITDA, and listed alcohol companies trade around a median 8.8x EV/EBITDA on 2026 estimates. Markets also know how to price a massively diluted OTC shell: at approximately nothing, regardless of what's inside it. Today, LTNC's Adios interest is trapped inside the wrapper the market refuses to price.
The fix moves the same asset into the wrapper the market knows how to price and LTNC keeps a chunk of equity it can monetize, plus cash, plus the strip. You don't need my projection to see what that swap is worth. You need the closing to happen.
The double engine. Everything above is the numerator: the value LTNC holds. The retirement program works the denominator at the same time. And denominator math is just arithmetic, so here's the only table in this article:
Shares retired (cumulative) What each remaining share represents
20% of the count 1.25x its former claim
40% of the count 1.67x its former claim
60% of the count 2.5x its former claim
That's not a projection, that's division. Value stack growing on top, share count shrinking underneath. Two engines, same machine, both readable from public filings. When both run at once, per share value doesn't add, it compounds.
Of course, retiring 20% of the outstanding shares increases each remaining share’s percentage ownership by 25%, but whether that increases economic value depends on the repurchase price, the source of the cash and the value of the assets remaining afterward.
That matters the most in the buyback equation. Heres why: There would likely be a “doubters discount” initially, meaning co-owners could potentially benefit exponentially from the first slug of buyback purchases, in a way that’s impossible to model with so many variables.
This is the part where some non-math calculation is involved. The company must understand how the market will react to a buyback announcement and confirmation of repurchased shares. Its challenging because there are several rules that must be followed.
The company should publicly disclose any board authorized repurchase program before purchases begin and report completed purchases on a consistent schedule established with securities counsel. Open market purchases should be executed through an independent broker under procedures designed to comply with the Rule 10b-18 safe harbor. The market may initially discount the authorization, but the proof will not be the announcement. The proof will be shares actually purchased, retired and reflected in the verified outstanding share count. If the shares remain materially below a supportable estimate of intrinsic value during that period, the earliest repurchases may also be the most accretive.
The impact from future success of the newly traded Adios is another factor that is difficult to model. Adios success = LTNC balance sheet expansion = more buybacks and investments into new/current product lines = higher future revenues potentially, you see where this is going.
All of this requires solid execution, and a number of things must “go just right”. There are other options to save LTNC beyond what I’ve posited here. I think this is the cleanest and fastest way, based on publicly available information.
Disclosure: The author founded Labor Smart, Inc. (now Kultura Brands, Inc., OTC: LTNC) and previously served as its CEO until February 2021; he has no current role at the company. The author is CEO of Metavesco, Inc. (OTC: MVCO) The author and affiliated entities may hold or acquire LTNC securities. This article is the author's personal opinion, not investment advice, and not an offer to sell or a solicitation of an offer to buy any security. LTNC is a penny stock — do your own diligence.
