@JasonCoombsCEO
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The circumstances you describe are not applicable to a startup company. If LiveWire had gone public in a conventional IPO then it would have started out adequately capitalized, and with a substantial burn rate, and a limited runway to achieve profitability or at least substantial revenues from the capital that would have been received from public investors.
As essentially a private company with a registration statement on-file with the SEC, self-funded from its private placements and from the co-founders deferred compensation, the one thing that you do not have to worry about is the passing of time. Whatever it takes to find the right opportunity to raise capital and attract customers in large numbers at low marketing cost, that is what everyone (including the co-founders) has invested in here.
Exactly what money do you think is being lost, and by whom?
The turnaround and recapitalization plan for ADIA / Homeland Forensics is working, even with the strange detour created by the unexpected resignation of Wen Peng last month.
Other than the ongoing negotiation for licensing our probiotics business exclusively to LiveWire, the progress we are making at ADIA will only help you indirectly. There are limits to the amount of new opportunity or capital that we can bring to LiveWire until the JOBS Act rules go into effect, and then the limits are lifted up to the potential of the worldwide market demand that we are positioned to satisfy.
As namtae continues to point out clearly, occupying a position in a growth industry is not the same as producing profit from that position, but we are not here just to sit and do nothing while the opportunity passes by untapped.
Neither LiveWire nor ADIA are trying to be small family businesses that only bring in enough revenue to keep the lights on. We have the ability to scale up and to expand product lines, the only question is what will it take to repeatedly tap into new customer growth so that we don't scale up too soon. Entering new markets must be driven by customer demand and successful marketing campaigns, nobody can push product onto people who don't want or can't afford to buy it.
Let me ask you a question -- would you pay to be able to "3D print" LiveWire Energy Chews at home?
What would you infuse with vitamins and caffeine if we gave you the ability to "home brew" LiveWire Energy?
Namtae, the company is a startup and what you describe as liabilities are almost exclusively accounting mechanisms to keep track of how much the co-founders and the employees have invested in time, effort, and apparently also cash funding.
I have always found your input to be valuable, and I originally became a moderator here because your comments were being unfairly and unreasonably attacked or suppressed ... But your current views are no longer accurate perceptions of what LiveWire is today.
If the Asher funding goes wrong, and is mismanaged by LiveWire, then growing beyond the startup stage with the capital from Asher could indeed turn out to be a hopeless endeavor just as you have said repeatedly. But increasingly it seems as though your primary objection here is that LiveWire has raised capital and will be able to raise more in the future. As long as the investors are aware that they could lose all of their investment, what harm do you perceive from the continued existence of the company as it keeps trying to grow?
Your criticisms have reached a fever pitch recently. Do you see that the share structure has been comprehensively disclosed? What, in your opinion, is still wrongful about any of this startup company's efforts to gain traction with customers and to form new capital?
Yes, but LiveWire will have control over how much it borrows, and when.
Agreed, most companies do a terrible job with the execution of this kind of financing arrangement, which is what makes it "toxic" rather than "strategic" -- the question is, does LiveWire want to sell shares more than investors want to buy them? This is price discovery 101.
Curt Kramer of Asher does appear to invest (profitably) in a large number of microcap OTC-quoted companies. Many of those companies do appear to be badly-mismanaged, in addition to being under-capitalized. No doubt about it, most of the companies that accept funding from Curt go down in value not up.
However, I know how Curt does business, how he prices his investments, and how he appears to comply with Federal and State Securities law. When PivX Solutions (ADIA) attempted to launch a private members-only, Accredited investor-only, website, back in 2008, similar to Angel List (http://angel.co) which launched in 2010, Curt was the only Accredited investor who was willing to comply with Federal regulations for "seed capital" investing. With an investor community of only one investor, and none of the other prospective investors who approached us willing to prove that they were complying with Federal regulation, we shutdown the website.
Angel List launched in 2010 to tackle the same "seed capital" investing problem, and they did so at a time when the SEC had not yet clarified that it was legal for such websites to exist, except by way of Rule 504, the SEC's previous "seed capital exemption" prior to the new provisions of the JOBS Act.
I cannot vouch for Curt, and even if I could it would obviously be a backwards-looking assertion that he seemed to do business in compliance with the law in the past but I would have no way to make such an assertion about what he might do in the future... But I can say one thing, definitively: if Bill Hodson is going to offer shares to Curt, then the price and the number of shares sold will be entirely up to Bill and the LiveWire Board of Directors to decide on a transaction-by-transaction basis, and LiveWire will have the power to verify that Federal and State Securities Law is followed.
If LiveWire issues free-trading shares to Curt, it will be LiveWire's responsibility to ensure that there actually is a valid regulatory compliance basis for those shares to be issued without being subject to Rule 144. As long as LiveWire does not look the other way while Curt does anything improper, then Curt's purchases of shares do not have to create unreasonable dilution nor anything "toxic" for LiveWire, as is generally alleged to occur in all such sales.
The 10-Q has been filed.
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9467601
From the NT-10Q filing, they indicate that the delay will be at most five days:
"The Registrant was unable to file its Form 10-Q for the quarter ended June 30, 2013 within the prescribed time period without unreasonable effort and expense because the financial information and other disclosures required to be included in the Form 10-Q could not be completed by the filing deadline. The Registrant believes that it will file the Form 10-Q for the quarter ended June 30, 2013 on or before the fifth calendar day following the prescribed due date."
Thanks for the update. It will be possible now to keep track of how many new restricted shares become free-trading over time. I would like to see updates to this information every time there is a change, and the transfer agent can do that automatically if they are instructed to publish share structure changes straight to OTC Markets. This should be announced by LiveWire in the upcoming 10-Q or in an 8-K so everyone knows that periodic updates to this share structure information can be expected to occur there whenever the transfer agent takes any action that changes the company's share structure.
I had nothing whatsoever to do with Medical Capital or their acts of financial fraud.
PivX Solutions worked as a software engineering and computer forensics expert witness on behalf of one of the many companies that Medical Capital funded. I was the testifying expert in a civil litigation, having nothing at all to do with Medical Capital, other than that the company involved in the litigation had received funding from Medical Capital.
I provided testimony in Federal court in Atlanta in 2009, and started work on the matter several years before the SEC put Medical Capital into receivership, and apparently long before Medical Capital started engaging in fraud.
These documents provide more information about what happened in the Medical Capital fraud. Anyone who is interested in this history, and my work as an expert witness, out of concern for LVVV should read these:
http://www.sec.gov/comments/s7-07-12/s70712-216.pdf
http://www.sec.gov/comments/s7-07-12/s70712-221.htm
http://www.medicalcapitalreceivership.com/
Nobody should make false accusations nor imply that everyone who was hurt by the Medical Capital fraud (myself, included) must have somehow been to blame for it. Thousands of people lost millions of dollars because of what Medical Capital did, but the receiver who was appointed by the court was able to secure very large ($100M+) settlements with Wells Fargo and Bank of New York Mellon for their failure to do their jobs as Trustees for Medical Capital.
Blaming somebody who worked as a computer forensics expert witness on behalf of a company that was secretly funded by Medical Capital for having some role in the fraud is very strange. Anonymous posters on the Orange County Register website discussion forum made such accusations, and even created a website to "expose" me. That was absurd in 2009 and any similar accusations would be absurd today.
The original LOI is irrelevant. Its sole purpose was to inform all stakeholders of a proposed agreement, so that the full set of circumstances and equity and debt interests, inside and outside both companies, could become known during the negotiations and due diligence process of both parties.
I found the proposal for Preferred stock to be particularly unworkable, from my perspective, when I first read that LOI ... The LiveWire Preferred stock is only convertible (according to SEC filings by LiveWire) if the market capitalization of the company's Common Stock exceeds $50,000,000.00 at the time of the conversion to Common. With all due respect to LiveWire, I would consider LiveWire to be a big success as a company if it just becomes profitable and produces $50,000,000.00 per year in gross sales. What market capitalization would be reasonable in that distant future at that level of sales? Most likely a lot less than $50M so the most logical thing to do in finalizing the terms of an Agreement is to weigh the relative present and future values and decide on a fair and reasonable number of Common shares.
Under no circumstances will an agreement between LiveWire and ADIA crush anyone's equity interests with massive dilution nor defraud anybody.
You have been very clear in communicating your belief that LiveWire was involved in the spam stock promotion. We all agree that it looks like Mr. Weed probably was involved in that, but you did not limit your remarks to just that one potential bad actor, you were painting with a very wide brush. My motivation in debating that with you and calling attention to your exaggerations about LiveWire and Bill Hodson's likely culpability were twofold: to caution you not to cross a line that you may regret later, and to help focus attention on the truth which is usually a lot more complex than your previous oversimplifications allowed.
Quoting myself:
It is my understanding that those shelves are not empty. The question is about restocking and building new inventory so that new orders and reorders can be filled. I do not yet know what the problem is that is making it difficult to fill every single order without delay. We are working on it.
My point was, and is, that the secondary market is a free market. LVVV does not have control over what third parties do in the market for its free-trading shares. No company does.
Look what happened at the end of 2010 in ADIA ... Bizarre trading, far in excess of the size of the free-trading float. An 8-K was filed on advice of legal counsel, to clarify that the company was not involved in those events.
If Bill Hodson had filed an 8-K to clearly inform the market that LVVV was not doing anything that could explain why the share volume and price were doing something unusual last year, that would have helped to keep the market adequately informed. But there is no affirmative duty for a reporting company to comment on its own secondary market and there are rules restricting what a registered reporting company can say about its stock, so most publicly-traded companies stay away from the topic entirely.
When you imply that LVVV must have been involved in the events in the secondary market last year, it seems to me that this is an unfounded accusation of potentially-serious wrongdoing. Be clear about what you are alleging and why. Expressing concern that the company was involved in the spam campaign and unethical stock promotion is fine, but stating that the company must have done something wrong because its stock became the subject of a paid promotion is just not correct.
We are working on the funding to restock inventory.
I do not yet know why the capital invested to date has not turned into a growing, or at least a self-replenishing, supply of working capital for manufacturing and distribution. The corporate records and operating financials are in transit from California, and Wen is too busy with her new job to give explanations before the full accounting is in front of me for review.
We will be able to raise the additional capital required to fill new orders. How long that will take is not clear right now, and neither is whatever problem there was that apparently caused the prior sales to not result in having the funds available to restock inventory. At the very least one would expect to be able to maintain a regular volume of inventory on-hand, and to conserve the funds with which the initial inventory was produced so that turnover can remain constant. Locating capital with which to grow, both in sales volume and in terms of inventory build, is a different challenge altogether. But at least superficially right now it seems as though something interfered with the company's access to its own working capital from past sales when those sales should obviously have replenished that working capital.
I will report more details when they become clear. Whatever the problems were, I cannot believe they will remain problems for very long given our investors' willingness to provide new capital now and all of the other context here.
We seem to have stopped understanding each other, for same reason. I promise that I am not trying to confuse you.
I wrote: "How exactly does it insult somebody's intelligence when I speak to people as though they're intelligent?"
You wrote: "I didn't say that."
But when you read what you did say, it looks like you did say that:
When you disparage all CEOs of microcap companies by calling such people "penny CEOs" you decrease the likelihood that good people will want to launch and/or grow any public microcap company.
Many people stay away from "penny stocks" because there is still a stigma attached to the idea that a small company that has a public market for its securities is by definition a fraud.
Recognize that some of us aren't engaged in fraud or stock promotions but are working on building real companies. If Bill Hodson is working on building a real company, as you and I both believe he is, then he doesn't deserve to be disparaged as a "penny CEO" any more than I do. Perpetuating that stigma is wrong, and it is also odd coming from somebody who chooses to invest in something that other people are quick to disparage in exactly the same way.
Your narrative about me "swooping in" is just wrong. I expected Wen Peng to finish the final negotiations with LiveWire, and also to finish the very important matter of the legacy assets in security and forensics that ADIA was supposed to spin-out as Homeland Forensics. It was a surprise to me when Wen resigned and named me as her replacement. I explained this to Bill, also. There is no "swooping" going on here.
What made you think Livewire was upset about anything? If you are disgusted when a CEO participates in public message board discussions, then I predict that you will find much to be disgusted by in the coming years as many other CEOs/COOs/CFOs/etc. begin to do the same, simply because it is an efficient and effective use of social media. This makes one-to-many transparent investor communications much easier. It is a new long-term trend.
How exactly does it insult somebody's intelligence when I speak to people as though they're intelligent? Spelling good and having grammar well aren't as reliable an indicator of intelligence as many people think -- some of the smartest people I've known were too busy upstairs to worry about spelling or grammar, while others experience such pain from dyslexia or other challenges that they can't give attention to simple language processing without becoming unproductive. In no way at all do I consider my written style to be indicative of smarts. Some of the things I've offered as opinions, experience, or personal viewpoints are indicative, but that's just my opinion and we know everyone has one.
Few CEOs have written as many books as I have. Fewer have ever submitted expert witness reports and testimony to courts. When asked complex questions that require complete answers, soundbites that misrepresent the truth are a poor substitute for detail. Like referring to somebody as a "penny CEO" the habit of simplistic thinking leaves questions unanswered and misses the point of the analysis. In my home town in Silicon Valley we refer to the CEO of a startup company that they helped to create as a "co-founder" or just "founder" if they did not have help. Do you honestly believe that you'll attract quality people to run microcap public companies by using disparaging language to refer to them even as you buy their shares??
PivX Solutions, Inc. and the forensics business have generated far more revenue than the probiotics business. This is not the point. We can run a forensic services and security consulting business with thousands of customers and hundreds of full-time employees, and generate profits from doing so. But is that a good use of capital? It will grow, without question, but how appealing is that business model (which I have likened to a law firm business model, or you could compare it to any outsourcing, temporary staffing, or consulting model) and will investors actually invest in it? Such a business does not even require capital, it is self-funding from the work that is done for clients.
The question you're asking is compare the software product sales and the automated information services revenue to the probiotics revenue. On that metric, also, PivX Solutions produced more revenue but not nearly as much as in the services/consulting business.
The point of your question is to compare the growth potential and the scalability of the Homeland Forensics product and automated information systems sales versus the probiotics sales, and on that metric also there is no comparison. Software, hardware, and automated information services revenues can scale up far beyond the potential of probiotics, when capital is invested.
Of course I did, and I did not hear any disagreement from him after I explained some of what Homeland Forensics represents, where it is going and why, and how Public Startup Company, Inc. and LiveWire might do business together in the future. The Adia Nutrition brand can be just one of many public startups that we grow together.
Tell us how you believe that those objectionable big paychecks are being paid, given the lack of money and your belief that sales are not growing and will never grow. Thanks.
I am not asking an anonymous poster on a message board, I am asking you because your opinion counts and because you have done more work on this than anyone else. Your efforts are valuable.
At the start of anything new that is not operating profitably there is simultaneously great value and no value, that is the nature of a startup company. The primary complaint about LiveWire isn't that the company has failed, or that it will never get customers to buy its product, or that it hasn't marketed its product more diligently online, the primary complaint is that in the past the insiders allocated themselves big paychecks out of what little investor capital the company had. My question is where did that capital come from in the first place? There has been far too little discussion of the things that matter here.
> Yet they've made sweet deals for themselves regarding salaries, benefits,
> options etc while shareholder value has virtually melted completely away.
By "shareholder value" do you mean the stock price?
My comment about the market anticipating poor results is just an observation, in my opinion that explains what has been happening better than the constant narratives about insiders stealing all the value for themselves.
I do not have any idea what LiveWire's results are going to be for the previous quarter, and what matters to me is what happens from here. The idea that management has been paying itself huge compensation packages when the sales have not been going well and the company reported having no money left in the bank is nonsense. For all the talk about fat paychecks nobody has offered an explanation for how those paychecks are getting paid unless sales are increasing substantially.
LVVV needs to operate economically, and be fair and equitable to shareholders. Even without our criticisms of management waste and mistakes, over-spending on insider compensation only continues until it can't any longer and then the story and the decision-making changes. Tell us how you believe that those objectionable big paychecks are being paid, given the lack of money and your belief that sales are not growing and will never grow. Thanks.
Your ideas are good ones, but the free-trading shares represent only about 13% of the shares outstanding presently, and the only substantial capital ever invested was not for the probiotics business. I believe the same will be true going forward, but I am willing to adapt and to alter any plan if a better one becomes available.
> Why can't ADIA stock remain as it is, and the company start up Homeland Forensics as a subsidiary of ADIA.
The original plan was for the shareholders as of 2011 to start out as shareholders of both the probiotics business and Homeland Forensics, but not under a single umbrella parent corporation. Most people were very hostile to the idea of both companies operating together in some kind of conglomerate, although I agree with you that Adia Nutrition's probiotics business could co-exist with other subsidiaries in a holding company. That is what "3Me, Inc." was supposed to become -- unfortunately, Wen and her team chose to adopt a different plan which was not a better plan it was just a different one that required less effort and capital and that Shelly Singhal liked because he could become a co-founder without the help of anyone outside his existing team. From his point of view that must have seemed like a better plan, and maybe it would have been if the Homeland Forensics business had been spun out as agreed.
> The parent company name could certainly change, as we would become more of a holding company with the two (or more) companies under the same umbrella.
Why not let LiveWire operate the probiotics business for us? If they do well, we will hold a valuable asset in the form of the LVVV shares. Rather than trying to enforce royalty agreements, which I agree are difficult and costly to administer, perhaps we could require a percentage of profits to be used solely for an activity that will help to support the value of our equity stake in LiveWire (rather than supporting management's salaries) -- quarterly share buybacks could be funded from the probiotics operations, for example. Everything is up for discussion at this point in the process, but I see no reason to cancel the negotiations and pursue an independent path for the Adia brand. If you know something I don't then I'm listening...
The analysis of the creditor list is pending.
> Who are the ADIA creditors? Shelly?
Shelly Singhal is reportedly one of the creditors, yes.
However, he was also a co-founder of the probiotics business and a control person. It should not be a problem to resolve the debt owed to the co-founders (all co-founders, including the Shively family) in the distant future. Assuming the agreement with LiveWire is finalized, I expect the legacy co-founders to accept gains or losses depending on the success or failure of the probiotics business for any short-term creditor claims, just like any other short-term creditor, and if things don't work out well for them in that regard then they can each become long-term friendly creditors and wait for the Homeland Forensics business to execute on its superior plan in a fundamentally-better industry.
> What was leveraged for collateral?
Nothing, to my knowledge at this time. These are unsecured creditors. They cannot be given undue repayment preference over other creditors, but they can accept a settlement agreement if they prefer to resolve the debt more quickly.
> If the mess is not too deep we could easily pick the ball up.
I do not think the mess is deep. In fact, I believe that Wen and Shelly improved the condition of the company between 2011-2013 except for the issuance of those 26,000,000 shares.
Thanks for the question and great comments.
> Do you know who the 26 million shares were issued too?
Yes, and the bottom line is that the company was contractually-bound not to issue shares in the manner that these were issued. At the very least, management was required to issue a 1099 to each of the recipients and the value of the 26,000,000 shares should have been set a $0.05 per share, which was the minimum at which the company was allowed to value newly-issued shares until the spin-out was concluded.
There are several avenues for resolving this issue. I would be surprised if any of the 26,000,000 shares remain outstanding after this is dealt with, because the company will be issuing 1099s to anyone who we decide will keep the shares they were issued. That would total $1.3M of taxable income for the recipients, if all 26,000,000 shares did remain outstanding. When all of the options are evaluated, I would be inclined to let certain shareholders keep the shares if they pay the taxes owed on the value of the compensation issued to them. At least half of those shares seem clear already to be in the process of being returned, and I will keep you informed.
Good debate. Both sides are right, and both sides are wrong. The next 10-Q will show us where things now stand, and even if disappointing the market will discount the future. It looks to me like the market expects LVVV to report disappointing results for last quarter, but if results are disappointing there are apparently some reasonable explanations for slower-than-expected growth which makes it hard to conclude in this case that slow = game over.
The LOI should not be mischaracterized as "reached a deal" and the answer to your question is that I had no knowledge of LiveWire or the exploratory discussions around licensing of the Adia Nutrition brand to LiveWire as of May 15th or 16th when that press release was first published. It was news to me, and I had nothing to do with it.
I do not know what LiveWire anticipated or did not anticipate, but I believe they are professionals who comprehend the due diligence process and the many practical benefits of a Letter of Intent.
Among other functions served by a Letter of Intent, it has the effect of giving public notice for a proposed transaction that some third-parties unknown at the time of the LOI might find objectionable. The public notice gives people an opportunity to voice their objections. You can go back through everything I have ever posted about this and you will not find a single negative comment from me disparaging that proposed transaction. I saw it as value-creating for all parties, including all of the long-term stakeholders of PivX Solutions, Inc. in whose interest I have been diligently working to create new opportunity in the long-term turnaround effort that started when I became CEO of PIVX in 2006.
Do you understand that I work as an expert witness in civil and criminal court cases? You are approaching this discussion as though it is a civil deposition, and although I can do this all day long (and have done so many times in my casework) don't you think that by now this whole line of interrogation is inappropriate?
You asked the same questions on the ADIA discussion board.
My answers can be found there. At some point your postings cross the line into harassment, and I am asking you to stop. Keep asking questions if you legitimately have any, and I will keep answering them if they aren't redundant or entirely rhetorical, but you already owe me an apology regardless. Be respectful, please. Thanks.
Thanks for the additional questions. I believe these have already been answered, also, but I understand you are distressed and so I am trying to be very considerate and responsive -- but you need to be considerate and respectful in return, and not attempt to monopolize my time by asking endless repetitive insulting questions.
> As sole director of ADIA Jason, if that deal were to go through tomorrow as outlined above, who would be in control of the 1 million of preferred stock Livewire compensated Adia?
That is up to me and LiveWire's management to decide. If they were simply to issue Preferred stock to conclude the LOI as outlined, then as the sole director and CEO it would be within my authority and my duty to decide how best to hold and protect that value on behalf of all stakeholders. Have you ever read any of my previous Letters to Stakeholders? This should not be news to you -- I have diligently and expertly managed an extraordinarily complex and challenging long-term turnaround effort after the collapse of PivX Solutions, Inc. in 2005.
> Explain if you will that process and what it means for you as the new CEO.
You are asking about negotiations that are ongoing. You are presuming the worst of me, for absolutely no reason, based on no information AND based on a mountain of evidence to the contrary. And you aren't even an investor in ADIA/Homeland Forensics so you are doing all of this only to be disruptive, apparently.
> when I am suggesting that in reality it's the opposite.
Your suggestion is wrong.
> does that mean you control the destiny of the probiotic brand
Yes.
> is it possible that the current/previous management would pull
> the brand out and make this LOI into a private deal between
> them and Livewire? Straight forward answers for once, please.
Embezzlement and other acts of theft are crimes. You are asking "if the previous management uses its physical control over the Adia probiotics operations to negotiate a new deal for themselves with LiveWire, will you file a criminal complaint and press charges?" -- the straight forward answer to your convoluted and speculative questions is absolutely, yes, if anyone attempts to steal the value of the Adia Nutrition probiotics business in violation of criminal law, they will be stopped and/or punished by law enforcement and a criminal court, and they will be forced to repair that harm through restitution. The court would also compel LiveWire to return the stolen property to its rightful owner.
> Ok now you are saying, or implying, that Wen Peng called you to
> the rescue, however, on the ADIA message board you had a
> different tone, stating that all ADIA management had to was spin
> out Homeland Forensics as they agreed to, and if they would have
> just done so you wouldn't be using the preferred stock to do
> what you're doing right now.
Wen Peng appointed me as her replacement. You can characterize it as "called you to the rescue" if you wish, but I don't think that was her motivation, truthfully. We were in the midst of the work that you presume she should be doing now, the work that I am now doing instead, including but not limited to the Adia Nutrition brand licensing negotiations with LiveWire when she decided, entirely on her own and without any pressure at all from me, to resign and to name me as her replacement. She did so for reasons that make sense to her, and I have already told you what I know about that.
In my opinion, Wen Peng did the right thing. She did so voluntarily, instead of completing the work that she had set in motion for the spin-out of Homeland Forensics, Inc. -- there was never any statement from me that I used the Preferred shares to compel this outcome, I have repeatedly explained that in the event that the company did not spin-out the legacy information security and computer forensics business that I had the right, and the intent, to repurchase the Preferred shares and to rename the company Homeland Forensics, Inc. as is now happening. If the company wanted to remain known as Adia Nutrition, Inc. and if the previous management was dedicated to maximizing the value of the company's assets (including its legacy assets) for the benefit of stakeholders, then there would have been a spin-out of Homeland Forensics, Inc. as was contractually-agreed back in 2011.
This is not as complicated as you're making it out to be, and your hostility and presumptions of guilt are entirely unwarranted and misplaced. I am not even sure why these details matter to you.
Your questions have been asked and answered. Your hostility toward me is unwarranted, and your accusations of wrongdoing are patently false. If you have real questions that aren't rhetorical and clearly meant only for the purpose of hurling insults, I have shown you repeatedly that I will answer completely, promptly, and truthfully. If that offends your sensibilities and you would prefer to invest in a company that tells you nothing and about which you know nothing then you know what to do.
Your question appears to be "does the CEO and sole director have the authority to conclude or to cancel the negotiations with a prospective business partner, buyer, or licensee?" and the answer is yes, of course I do.
There are scenarios in which asset sales require a shareholder vote. The proposed (and the already-partially-implemented) limited asset sale and long-term business relationship revolving around licensing of the Adia Nutrition brand, and the transition of our current manufacturing and sales operations into the LiveWire business process instead of remaining separate from LiveWire's operations, does not require shareholder approval.
Yes, I have the final decision-making authority for the conclusion of any Agreement with LiveWire. Why did Wen Peng resign and give me this authority and this responsibility? In her own words, conveyed to me, it was because she believed it was the right decision. I agree with her, or I would not have agreed to become CEO again.
I just spoke to Bill Hodson. It was an excellent and productive conversation.
I would appreciate it if you would remove your personal attack posting, #4348 and issue an apology. I can remove it myself as a moderator, but I won't do so. You should.
> Your way of barging into an loi to get a piece for yourself is outrageous.
> If thats not what your doing then please explain what are you doing?
I was appointed CEO and sole director of Adia Nutrition on July 15. What I am doing is applying my expertise and skill to ensure that all stakeholders are treated equitably and that EVERYONE wins if and when our businesses grow. I am not only CEO and Chairman of ADIA but I am also one of its largest and most dedicated loyal investors. When Wen Peng resigned and named me as her replacement, the job she was doing became my duty and my privilege to carry out. That is what I am doing.
> why would you compromise an loi as im sure thats what you have done.
That is not what I have done. If anyone compromised the LOI it clearly was not me and was done before I was appointed CEO and Chairman. If you know something more about what happened behind-the-scenes leading up to July 15, please share.
> 2nd question, if lvvv makes a deal with adia now that you are ceo, would that mean that you would personally own lvvv stock that came from the deal?
No. I will not personally own LVVV stock, except any that I choose to purchase myself when I am comfortable that doing so would not violate the spirit nor the letter of insider trading laws.
> 3rd question, you had nothing to do with the probiotic development or sales,
This is not correct. I was instrumental in launching Adia Nutrition, though my role was limited -- my personal involvement in the probiotics sales and marketing was minimal but even in that column you cannot tally me up a zero in the way you have done. That's just false.
> so if you are back as ceo are saying that you now control the probiotics?
Your notion of control is not well defined, but I think you feel as though the people who are touching the product and shipping the orders are the only people who have "control" over the probiotics business. If that is your question then the answer is no, I do not have physical control over the probiotics business. LiveWire and our sales team have that physical control today, just as the press release and prior disclosures indicate. I see no reason for me to physically control the business that we are working with LiveWire, exclusively, to move forward. They have been, and are continuing to be, excellent business partners by all appearances.
Thanks for the good questions, and no, it is NOT illegal for me to communicate with you publicly by way of this message board. If I am the ONLY CEO in history to do this, then I am fine with that label. But I do not appreciate the unwarranted personal attacks, those labels you keep applying to me are incorrect and you need to reconsider your flawed and potentially-damaging opinions.
Your accusations that I am trying to get LVVV stock for myself and that I plan to defraud the shareholders of ADIA or anyone who provided funding or worked hard to make the probiotics business possible are absurd if not outrageous.
You seriously need to get informed before you cross that line again. You have my direct contact details, use them. If you want a question answered from your prior post, please restate the question.
Jason Coombs
831-241-4900
JCoombs@HomelandForensics.com
You are entitled to your opinion. If you have an actual question then I am happy to answer it, but I do not appreciate your insulting tone.
The LOI set the framework of an agreement in which LiveWire would acquire rights and pay royalties plus shares of LiveWire stock.
This is a license agreement framework, not an M&A transaction or an outright sale of the probiotics business.
ADIA/Homeland Forensics, Inc. will most likely retain ownership of the core assets in question but license them exclusively to LiveWire. We shall see.
Respectfully, you are misinformed and making wild guesses. If you have a serious question, I am happy to answer. ADIA is the owner of the Adia Nutrition assets and business. Why do you keep referring to some unnamed third-party that you believe owns the probiotics business?
I am happy to answer serious questions. Your questions are more ridicule than questions, as you know.
Additionally, if you truly have taken the time to read the ADIA SEC filings, you know that I live in Hawaii. We are presently three hours behind Pacific time. Implying that I'm afraid to answer your insincere questions because I am sleeping is what is weird here.
Wen Peng resigned and appointed me as her replacement. I am CEO and Chairman today because of her decision on July 15, which you would know already if you had read the 8-K filing on July 17.
I am in contact with the Adia Nutrition co-founders, and I will be speaking with Bill Hodson for the first time today after communicating with him a few times by email over the last couple of months. I have made it clear that the negotiations to finalize the terms of the probiotics business license agreement between the two companies are not complete. Those terms were not yet negotiated in detail as of July 15 -- which you would also know if you had read the 8-K filing on July 17.
Do you have any further questions?
We agree that it will be interesting to see how the negotiations are concluded. For all of the complaints that have been levied against Bill Hodson for not communicating with shareholders, the idea that posting here undermines the credibility of anyone or detracts from anything is obviously wrong. In my opinion, Bill Hodson and his team should communicate directly with investors and do so where the investors are -- relying on third-parties to speak for you when it only takes minutes to do it oneself is the old way of doing business, before the Internet existed. Today every company, especially publicly-traded companies like LVVV, need to use social media for serious disclosures and conversations.
If you review these filings you will see that ADIA was required to finish the spin-out of Homeland Forensics, Inc. before it went and did some of the things that its management chose to do, including but not limited to granting LiveWire the assets of the probiotics business. The only thing that ADIA's management needed to do was to finish what it promised when we agreed in 2011 that the company would launch new businesses, including a probiotics business, and change its name to 3Me, Inc. or Adia Nutrition, Inc.
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7772832
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7954743
"Jason Coombs holds a right of repurchase for the 10,000,000 Preferred shares if the Preferred are not redeemed by the company from the current Preferred shareholder prior to September 22, 2011"
The fact that ADIA's management was unable or unwilling to do the things it promised to do, in full, does not detract from nor change the fact that the things they DID DO successfully built a valuable probiotics business.
It will be interesting to see how the final terms of an Agreement with LiveWire are negotiated. The misdeeds or mistakes of former management are what they are, and they are done and over with now.
What reason is there to believe that "soon they will be left with no brand and no stock in either co" ??
Under no circumstances are the people who built Adia Nutrition going to be left with nothing from their investment and their efforts.
What do you mean by "leverage a LiveWire LOI" ?