@JasonCoombsCEO
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Thanks. Please be patient as Homeland Forensics, Inc. executes on our plan. It is a good plan, and we have a great team, and we have real investors. There is no reason to give up.
The facts are the whole point and thank you for remaining focused on them so diligently. It appears to be a fact that the previous unethical stock promotion was driven by Weed & Co or by outsiders, not by Bill Hodson and the current LiveWire management team.
Now that Richard Weed is out of the picture, it seems unlikely that there will be further unethical promotions. Slightly less hostility is warranted here considering the reputation and ethics of the company's founders and current management.
It is a fact that LiveWire would not have been able to stop any outsider from engaging in a stock promotion, and they also would not have been able to do much about Weed & Co except to fire them if Richard Weed had something to do with that promotion.
A definitive statement from management about those events last year and whether Weed & Co or any other shell company promoter now has anything to do with the company would be helpful in the upcoming 10-Q. Is Mr. Weed even a real person? The name has a ring of fabrication to it, in my opinion. False identities and fake names are often part of fraudulent schemes. I find it very odd that this person's parents supposedly named him dickweed.
I strongly disagree with the idea that the probiotics business is a more attractive investment than Homeland Forensics, Inc. and Public Startup Company, Inc. -- the advantage that the probiotics business has that we are still working on for Homeland Forensics and Public Startup Company is that the probiotics business was provided with a substantial amount of new capital from 2011-2012.
Hopefully that investment kickstarted something that will keep growing in partnership with LiveWire Ergogenics. If it does, and I believe it will, then the amount of value that ADIA/Homeland Forensics shareholders receive from that business in the future will be far more significant under my management than it would have been under the control of Wen and her team who would have made very different decisions than the ones that I will make.
What reason do you have to believe that Wen and her team were going to create value for shareholders?
You were contacted by email immediately after you started doing what you did, and you were offered the Preferred stock and a path forward as the single largest investor in the probiotics business. You declined the offer. Now the probiotics business is an equity asset of the company but not its core purpose -- if you are unhappy about the direction of the probiotics business that you thought you had invested in, then please talk to Bill Hodson. He is busy but he is reachable.
Anyone who reads everything and thinks nothing has been done in the core security and forensics business since 2010 would be correct.
Wen Peng and her team were contractually-obligated to spin out Homeland Forensics, Inc. in 2011 but they did not do so. Now we're back on the original course, which was making real progress before the Adia Nutrition detour.
During 2011 and 2012 my team raised new capital. Read the Form D filings. And we did so in the context of creating new value and new opportunity for Homeland Forensics, Inc.
Homeland Forensics will raise capital successfully, and without a reverse split. We will also successfully crowdfund new product and service offerings. We do not require any additional capital in order to re-launch our old offerings in up-to-date new versions.
Plus, the Adia Nutrition probiotics assets are becoming an equity investment in LiveWire Ergogenics. The probiotics products are still selling. What is there to be unhappy about?
Wen Peng worked for Shelly Singhal but he is now in prison.
http://www.fbi.gov/washingtondc/press-releases/2013/former-ceo-and-two-associates-sentenced-to-prison-terms-for-conspiracy-to-impede-the-lawful-functions-of-the-internal-revenue-service
Without Shelly's investment banking services there would be no Adia Nutrition probiotics business today. His investment in 2011 was important.
As I've explained before, because Wen and her team did not spin out the legacy security and forensics business, it was my right to repurchase the Preferred stock of ADIA and resume the original plan to turn the company into Homeland Forensics, Inc.
There is now nobody behind the curtain engaging in anything questionable, and as soon as those 26,000,000 shares are canceled there will be no lasting adverse impact from the events of the last two years.
No, Risk Nerd Limited is my family's New Zealand-based hedge fund. It is not part of Homeland Forensics, Inc.
Public Startup Company, Inc. is using some of the Risk Nerd software and source code at no cost, in order to make our launch easier. This is first-generation prototype design only -- the second-generation platform is being developed by Public Startup Company. No license payment and no shares of ADIA/Homeland Forensics will be given to Risk Nerd Limited in the future for anything relating to the risknerd.com / farawaycapital.com prototype.
Yes. Private investors usually prefer to provide their money to the company that builds something with it rather than giving their money to anonymous third-parties through a stock broker.
Our Public Startup Company, Inc. subsidiary will be launching important new crowdfunding venues.
For example:
http://www.mortgagecrowd.com
http://www.grantcrowd.com
http://www.scholarshipcrowd.com
And many others. This is a very substantial opportunity.
Wen Peng and Bill Hodson are not yet ready to disclose results of the work being done by LiveWire, so those numbers are not available right now and LVVV is required to disclose them only in a regulatory filing because they are 1934 Exchange Act-registered and fully-reporting.
If your question was in reference to the forensics and security business only, there were no revenues in 2012 and the revenue from this point forward is impossible to predict because it depends on raising new capital.
When we launch our public marketing campaign after September, which will include using Kickstarter or Indiegogo to pre-sell, up-sell and cross-sell the new version of PreEmpt and our other new products, we will all be able to see how much market demand there is for what we already have today.
As we raise new capital and achieve regular sales and pre-sales through crowdfunding, we will have a product release cycle that will be very interesting. The initial sales momentum will not be difficult to achieve, and I believe it will scale up well with capital. Last time PivX tried to scale up, in 2005, it resulted in debts and disaster. But the industry is different now -- scaling things that can be sold primarily via the Internet no longer requires dozens of telemarketing sales people and $40,000 per month in salesforce.com expenses.
There will be no reverse split to raise capital.
The price of free-trading shares on a secondary market has only indirect influence on the price of new capital.
In addition to resuming sales of our PreEmpt security software, and our forensic consulting or expert witness services, Homeland Forensics is developing new products and new automated forensic security solutions.
We are not yet ready to announce most of what we're developing. We are disclosing that information to private investors under non-disclosure, until at least September when the JOBS Act rule finally goes into effect.
One of our new offerings that has been announced previously is Managed Forensics.
http://www.managedforensics.com
For those who know the Managed Security business segment, Managed Forensics is analogous. Cisco just purchased SourceFire, one of our peers in this industry. Clearly we have the right plan, and I am confident that private investors are going to provide us with the capital required to pursue it on a significant scale.
Keeping investors informed is a priority of any good CEO. My choice to talk directly to public investors is perhaps unprecedented, but that doesn't make it wrong. If you believe, as I do, that every public company in the future will encourage its team members, all the way up to the directors and officers, to communicate openly with the public while abiding by the rules and regulations of the evolving securities marketplace, then you must view this as the start of a very important new long-term trend. Open forensic transparency is a new door and a new opportunity, one that Homeland Forensics will open for everyone and capitalize upon to build a valuable business around.
Correct. Everyone wins or nobody does. That's the whole point behind a stock-based license Agreement.
In my opinion the Agreement needs to emphasize this feature of shared value creation, rather than attempt to maximize the amount of royalty revenue that comes to us from them. LiveWire is being trusted to grow the probiotics business with Wen's team, and when that happens on a significant scale it should result in our company holding a very valuable asset in the form of the LVVV shares. That is an equitable agreement, and a balanced relationship.
This was immediately apparent to me when I read the May 15 press release announcing the Letter of Intent.
As Homeland Forensics, Inc. moves forward with our legacy PivX business in the fields of information security, forensics, and cloud computing, the LiveWire relationship will benefit us, for the future business opportunity and sales channels that it opens up and is already opening up. We will also hold a substantially-valuable asset -- the LVVV shares -- an asset in which I truly believe Bill Hodson will successfully create new value.
As disclosed previously the Agreement with LVVV has not yet been concluded.
In my view, the ADIA stakeholders will benefit from the LVVV relationship the most by allowing LiveWire to use as much of the revenue from probiotics sales as possible to repurchase shares of LVVV -- so that the value created from the Adia probiotics brand translates to new value for our shares of LVVV. This will be the ideal form of agreement if, and only if, LVVV is well-managed and creating value for shareholders. If the LVVV shares are not valuable to ADIA then the entire basis of the LVVV relationship will need to be renegotiated. From what I know so far, LVVV is likely to grow and Bill Hodson is going to produce results for his shareholders just as we will in the future.
When the final Agreement with LiveWire is concluded, ADIA will have a very strong position and the terms will benefit everyone, including the other LVVV shareholders, or there will not be an Agreement.
On April 2, 2013 the SEC announced guidelines for the use of social media by public companies. Regulation Fair Disclosure (Reg FD) requires that disclosures and other material information be distributed to all investors equally when events or important news becomes public knowledge.
In keeping with Regulation FD and the SEC guidelines for the use of social media by reporting companies, an 8-K has been filed today containing a list of the social media profiles and websites where investors can expect to find news announcements and other information of importance to the company's stakeholders and strategic assets or its customers and partners.
The 8-K can be viewed here:
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9407294
A new Twitter handle @JasonCoombsCEO has been created for this purpose. My personal Twitter handle @jasoncoombs_com will no longer contain company-related discussions as it did before I was again appointed CEO. See:
https://twitter.com/JasonCoombsCEO
Announcements of new development efforts and specific forward progress that I believe are newsworthy will be tweeted before or after, or even as a substitute for, press releases or other investor communications. All Twitter direct messages will receive a reply from me, and I will attempt to do the same for any "reply" (where @JasonCoombsCEO is typed at the beginning of the message to direct it publicly to me) and "mentions" (where @JasonCoombsCEO appears somewhere else in a regular tweet). I look forward to engaging in continued conversation with anyone who is interested in discussing any part of the business; past, present and future.
It seems to me that LVVV can grow the Adia probiotics brand, in cooperation with Wen's team. They are not pointing fingers at each other expecting somebody else to find the customers and expand the distribution channels, and each sales win appears to me to be helping both LiveWire and Adia, regardless of which team produced the results.
That being said, there is not yet clarity around how either team plans to form new capital, which is truly absurd because the only thing either group needs to do is declare its intent publicly and then work on forming direct relationships with new sources of funding. Both LiveWire and Adia can launch Kickstarter campaigns and solicit accredited investors privately using the Internet, and both teams are much more substantial than the average startup that is being funded in this way in the real world today in nearly every corner of the world. Unlike those Internet-funded, Crowd-funded, and community-oriented startups, LiveWire and Adia have created a 1934 Exchange Act-registered publicly-traded former shell company that stores the value of everything they do and all that they build. Unlike a private startup, or comparable public startups who launch by crowd sourcing community support, LiveWire and Adia have the support and material participation of each of you, and all of the other investors who hold certificates. They also have an existing public secondary market comprised of brokers who can participate in the OTC markets.
With a combined private investor community numbering close to one thousand families it should be far easier for our two teams to succeed. So you tell me why there is the appearance of insurmountable problems and explain why the transparency is lacking, because I do not have any answers for those questions either but I believe they will each soon begin operating in a more community-focused manner that adopts best practices from the social media, social networking, and Internet sectors which everyone knows are where the majority of the transformation of business is presently occurring worldwide. Even with products that need to be distributed to retail establishments as the Energy Chews and Probiotic Chews/Drink Mix products require for maximum market penetration, the difference between having distribution partners who simply add the products to a wholesale catalog then wait for orders to pour in and having partners who make it rain new orders is having a passionate community of early adopters or other stakeholders who create and share a compelling, attractive movement so that new distribution partners encounter a market pull instead of a market push.
Both product families have the potential to go viral (ironic pun partially-intended) and to become trends. I personally see Energy Chews as the ideal next-generation bubble gum insert for trading cards or other collectibles -- with the right product design, millions of collectors around the world could be drawn to a repetitive purchasing experience and an interactive community of social media where each purchase and consumer experience could be shared, could earn points and other rewards for loyal customers, and so forth. Probiotics chews and drink mix products also have this kind of potential but for a different audience: the community of people who are discovering the potential health benefits of becoming actively aware and interactively engaged with the human microbiome. Our bodies are a symbiotic relationship with nature, to a degree that everyone who studies this finds astonishing and fascinating. Adia probiotics consumer edible nutritional supplement products are but one expression of that fascination -- to tap into this feeling that caring for and feeding our microbiomes is truly important, and should become a routine of everyday health maintenance, should be relatively easy because it appears to be true based on the scientific discovery in this field over the last decade.
Few competing products are positioned like the Adia products are to be able to tap into a popular cultural phenomenon around this brand-new awareness of the human microbiome, but the Adia marketing plan has not yet recognized this potential ... Why not? The answer to that question is complicated. Wen's team isn't particularly technology-savvy (yet) but I think they will get there and that Adia Probiotics and LiveWire will become the center of activity in new online interactive communities in the future. It will be, in my opinion, that marketing strategy that propels the family of products to substantial growth. Give them some leeway to make mistakes and to learn new marketing skills, because everyone else in these industries happens to be doing the same thing right now and these two teams are very dedicated and invested in finding and capitalizing on this new path forward for consumer product discretionary spending or impulse buy transactions with a digitally-connected long-term brand relationship, and a sense of belonging to a trendy community, attached thereto.
Now if we can just fix the global economy so more consumers have more money to spend...
The price at which new investors provide capital to the company is informed only in part by the last trade price of any secondary market. Investors will invest if the opportunity and the terms of the offering are compelling.
I am confident that we offer a compelling opportunity, and that our existing investors will continue to invest and that new investors will do so as well. A difference of opinion in the primary vs. secondary markets is part of the price discovery process. Even though ADIA is a non-reporting, unregistered issuer the Federal securities laws still prohibit persons who possess material non-public information from buying or selling free-trading shares in the secondary markets "based upon" that non-public information.
It is not problematic for there to remain a discrepancy between the price at which new capital is being raised through the issuance of new unregistered shares and the price at which the free-trading shares are being exchanged through brokers, because none of the buyers of restricted shares are going to be able to have those restrictions lifted until and unless the company re-registers with the SEC. Our long-term investors are comfortable accepting that risk.
To answer your question about automated deposit of the future Public Startup Company, Inc. dividend shares into brokerage accounts where ADIA shares are held presently, what you're asking about is considered a registered spin-out of a new public company from an existing registered public company. That process is well-established but it is only available to registered public companies. See my previous reply for why that does not apply in this instance. We will be seeking FINRA approval, and IRS tax-free dividend designation, for the stock dividend, as is customary and required of any registered public company. This process is slightly different in the case of ADIA because the company's shares are not registered with the SEC. In the event of any cause for denial of permission to issue the stock dividend, the subsidiary will end up remaining a subsidiary for a longer period of time or indefinitely. There are very good reasons to spin-out the subsidiary, but the spin-out event itself does not change anything. It does not create any new value, it is just a transformation of form that is helpful to the business and to the future capital formation potential of each venture.
Brokers will accept share certificates for deposit if there is an existing secondary market for the securities and if the conditions are satisfied for deposit. If the shares are registered with the SEC then more brokers will accept the deposit. Presently, the ADIA shares are not registered with the SEC. Our certificate holders would appreciate it if the company re-registered, but re-registration does not magically create new value out of thin air.
An Emerging Growth Company IPO for the Public Startup Company, Inc. subsidiary and spin-out is a possibility because completing that offering, registration, and listing process is far easier for a new company than for ADIA given the 10+ years of complex accounting and private placement records that the auditors, accountants and securities lawyers would need to analyze and issue opinions about. Spending all that money (the minimum cost is in the range of $500,000) just to have experts bless the books of a company that went public through a reverse merger with a non-operating shell company, experienced a brief economic boom with new capital from 2004-2005, then went bust, seems unwise until there are substantial revenues from the core forensics, security, and Internet business of Homeland Forensics, Inc., and until we have substantial new capital, in the future.
If things go well for the Adia Nutrition probiotics brand in partnership with LiveWire then that, too, could result in a future spin-out public startup company. Substantial sales and new product lines that build upon the existing probiotics business as a foundation for more efficient and more cost-effective new consumer nutrition product launches into the Adia brand would likely be required before the scale of operations and revenues would justify such a spin-out. There is already a perfectly-fine corporate container and operating team in place around LiveWire and Wen's team, and the ADIA shareholders are going to benefit from all of the future growth in that partnership with LiveWire.
I am looking forward to LVVV's next 10-Q filing so that everyone will know the current condition of the business.
The accusations of unethical activity levied against Bill Hodson and others simply do not make sense. Nobody who builds a real business, as LVVV appears to have done, would try to take money from unsuspecting victims through a deceptive stock promotion or other fraudulent scheme when the value of the real business far exceeds the potential proceeds of such a scheme.
Trust, but verify, applies here as with any investment. It is inconceivable that Bill Hodson would have brought LVVV public for the purpose of stealing anything from anyone, given the quality reputation he enjoys today -- anyone who makes accusations against him should be careful to do so in the form of expressing an uninformed opinion only rather than asserting such things as though they are factual. Opinions, and the reasons behind them, are valuable and interesting to consider when evaluating any investment opportunity.
LVVV still looks to me like an investment opportunity, not a fraud. Only time will tell...
My team does not want to engage in any unethical or unreasonable stock promotions or hype.
This has been my viewpoint since I became CEO/Chairman in 2006, and it will remain my viewpoint going forward.
We will, however, honestly attempt to promote what is true and real, and comply with the spirit and the letter of all Federal securities regulations.
As a non-reporting, unregistered issuer we do not currently have any reporting or disclosure obligations.
Simultaneously, we are not barred from making any statements of any kind, provided that the statements are truthful. I would like to share more details of our successful capital formation efforts since 2011 but, pursuant to the above viewpoint on what is appropriate for a company to do, and not to do, in our situation, the good news that truthfully could be reported today is not being disclosed yet because there is still uncertainty in the outcome of things like our current negotiations with investors.
I would like everyone to know that we have raised capital from very substantial sources, and that these investors have given us every reason to believe that they will continue supporting us with new capital. Our group of investors are "friends of the family" and as such they are in alignment with our mission and our ethics. We are actively negotiating bringing in $1,000,000.00 of new capital through the sale of ADIA Common stock at a price far above the current market price. This is the truth, or I would not be making this statement here now.
The outcome of this negotiation is NOT CERTAIN to result in this amount of new capital in the near-term, despite the fact that these investors have already invested in our new company and despite the fact that they are friends of the family. If we are successful in this negotiation then all stakeholders of ADIA and the entire legacy of PivX Solutions will be better positioned to grow right away, but this amount of new capital is not needed in order to continue with our meaningful forward progress.
I am a United States citizen and have lived in Hawaii and New Zealand since 1999. My family applied for permanent residency in New Zealand but that process ran into difficulties and delays that have temporarily placed the New Zealand plan on-hold -- among other things, New Zealand Business Migration was previously managed by a person who was found guilty of engaging in systematic immigration fraud, which seemed to play some role in the mysterious political barriers that were encountered in that process. I have not yet re-applied for residency under the new Business Immigration director, but I expect the process to go more smoothly next time and my family does still intend to establish permanent residency there in the future.
During the global financial crisis, with the unexpected barriers to approval for my business migration application at least delaying the residency process in New Zealand, my family sold our commercial building there (for a profit, by the way... New Zealand real estate never collapsed the way American real estate did).
After five years of being listed on the New Zealand Companies Register as a foreign corporation doing business in New Zealand (pending the approval from the Business Migration branch of Immigration New Zealand) our accountant in New Zealand finally finished removing PivX Solutions, Inc. from New Zealand foreign registration just last month. Wen Peng provided the final written instruction to do that removal, because her team was not going to follow their original plan of concluding the spin-out of Homeland Forensics, Inc. -- if the company does locate its headquarters in New Zealand again in the future we will simply re-register as a foreign corporation with the New Zealand Companies Office.
Thanks for the questions. Here are my Form D filings from last year:
http://www.formds.com/issuers/we-cluster-inc
http://www.formds.com/issuers/public-startup-company-inc
We have raised more capital since August, WITHOUT diluting any of the holders of ADIA -- this is the core reason, back in 2006, that I decided to form the first spin-out company. Operating in this way enables capital to be raised and value to be added to the parent company WITHOUT diluting anybody. Every step forward is a step up.
The agreement in 2011 with Wen and her team was that they would provide seed capital to the Homeland Forensics, Inc. spin-out -- that plan changed, and the $10,000.00 is not needed because we have raised and will be raising more than $10,000.00 but not in a way that negatively dilutes the ADIA shareholders, EVER.
When new shares of ADIA/Homeland Forensics Common stock are sold to investors, it will only happen at higher prices. The 26,000,000 shares that Wen and her team issued would have adversely impacted all stakeholders, in my opinion, and I strongly disagreed with Wen's decision to keep those 26,000,000 shares secret by gagging the former transfer agent. Those events of last year are part of why Wen and her team adjusted their strategy and formed the new relationship with LiveWire to continue to develop and grow the probiotics business and the value of the Adia Nutrition brand without adversely impacting or negatively diluting the Common stockholders. The revised plan is fundamentally a better plan.
None of the profits from the Adia Nutrition brand revenues and royalties will ever be used for anything other than the Adia Nutrition operations, growth, and needs of Wen and her team.
The Homeland Forensics products require additional capital to launch on a large scale. We are continuing, as we have always done, to provide expert witness and forensic services. We are being considered for a new patent litigation case on behalf of a NASDAQ 100 company, and will continue to balance the short-term opportunity of bringing in hundreds of dollars per hour in consulting revenue versus the long-term opportunity that scalable products and automated information services represent when there is capital with which to grow. The expert witness and forensic services business is just as lucrative as any law firm, but we have made a conscious choice not to primarily pursue growth through the law firm business model because, despite its potential to produce millions of dollars per year in revenues, that business model does not scale easily compared to software and hardware product development and automated information services.
In 2008 when I relocated the company to New Zealand I was able to pay cash to buy a commercial building in a medium-sized town just North of the New Zealand capital city of Wellington. That building was going to be the new headquarters, and it was until 2009. Despite the global financial crisis, I was able to produce real results in 2010 but the ingredients of a full-scale reboot of PivX Solutions were not all in place yet.
When Wen and her team approached me near the end of 2010 and made a proposal and asked for my help to launch their new startup, I agreed. The rest is now history. To the extent that things did not go the way that Wen and her team had planned, that does not reflect poorly on PivX Solutions, nor on the quality of the work that has been done since 2006 for the benefit of all stakeholders.
I will write another Letter to Stakeholders in the near future to give everyone a comprehensive current update.
Wen and her team have placed their trust in LiveWire Ergogenics to carry on the manufacturing of the probiotics products and continue to expand the Adia Nutrition business in a long-term collaboration with Wen's team. That change was a positive step that removed the only barrier to raising new capital for the entire PivX Solutions legacy AND the recent probiotics venture that I supported Wen to develop when we agreed, in 2011, to rename the company 3Me, Inc. and to give Wen and her team the time that they needed to get their startup launched.
We launched the Adia Nutrition startup, and it was Wen's decision, the best decision for all stakeholders, to change the plan and license the probiotics business to LVVV rather than to spin-out the legacy assets of PivX Solutions in the name of Homeland Forensics, Inc. as we previously announced in 2011.
With all due respect, Mr. Stocks, PivX Solutions was run into the ground in 2005 by the company's original management. Since 2006 things have only been getting better, as evidenced by the launch of the Adia Nutrition startup and Public Startup Company, Inc. among other achievements. The scale of our entire company is about to increase very significantly. As soon as we have finished our current capital formation effort there will be an announcement.
The 26,000,000 shares that were issued between September, 2012 and today were issued by Wen in a transaction that should be reversed. It is being worked on presently, and I am happy to answer any questions anyone has about why she issued those shares.
There is substantial new capital available to the company now, from multiple sources, and I do not expect to be required to increase the number of shares authorized in the process of concluding the current round of capital formation.
Yes, all holders of ADIA shares will receive shares of Public Startup Company, Inc. as of the ex date. The ex date has not yet been determined, and is subject to regulatory and IRS approval. My team of experts believe that the spin-out of Public Startup Company, Inc. already qualifies for IRS tax-exempt dividend status but we do not yet have a definitive answer on this question.
My best estimate is that we will be able to conclude the spin-out stock dividend by the end of 2014. In case you have not been following the JOBS Act rulemaking process, the SEC voted to approve a key part of the JOBS Act that will permit the first of two forms of direct public offering "crowd funding" transactions, and this initial form will be limited to Accredited investors only. See:
http://techcrunch.com/2013/07/10/sec-general-solicitation-ban-lifted/
The SEC will also be enacting additional rules in the future, probably next year, that will allow registered "crowdfunding portals" to be used by issuers to offer shares in unregistered public offerings where the buyers are not Accredited.
This is a very important and exciting time in the evolution of social networks and social media as the existing brands such as facebook and Twitter will soon become an important part of capital formation for anyone who wants to crowd source anything. Forensic transparency and security measures are crucial to the lawful use of the Internet and other digital communications to raise capital from the public. Your continued support is greatly appreciated.
Sincerely,
Jason Coombs
JCoombs@HomelandForensics.com
Nothing is being lost. The negotiations with LiveWire are still in progress and the probiotics business is expected to continue to generate shareholder value and future royalties for everyone.
An 8-K was filed today to announce Wen Peng's resignation and my appointment as sole director and officer of the company. This was done on Monday.
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9402902
As explained previously, in SEC filings from 2011 and on this message board, the core purpose of the change of direction in 2011 and the spin-out plan and stock dividend was, and continues to be, to grow new startups from the PivX Solutions legacy in security, forensics, and computing -- especially around new opportunities enabled by safe and scalable Internet and digital networking platforms.
Mobile computing and digital communications platforms, formerly known as smart phones, are changing everything in end-user, consumer personal computing. At the same time, cloud computing is changing everything in the data center and the cloud has already changed everyone's expectations of what will happen next in the evolution of the computer industry. We have valuable innovations, business opportunities, and startups that are able to capitalize on these new long-term trends. The plan of execution to create shareholder value has been revised, accordingly.
With the new relationship that Adia Nutrition and LiveWire Ergogenics formed, shareholders of both companies will benefit from this recent business development effort from 2011-2013 as it has in effect become yet another legacy asset of PivX Solutions. We will be changing the name of the company to Homeland Forensics, Inc. as was previously announced in 2007. I welcome correspondence, comments, suggestions, and open transparent criticism from anyone, and will continue to participate here as a moderator. For additional history of PivX, see:
http://www.pivx.com
Sincerely,
Jason Coombs
JCoombs@HomelandForensics.com
831-241-4900
For example, does LVVV have any existing equity financing agreements?
Are new shares being registered for the benefit of new investors or are restricted shares being sold to raise new capital?
The details matter in the way that capital is raised and priced. From what I have read, LVVV has changed the way that it raises capital from prior periods and I have not seen evidence of death spiral financing here.
What does death spiral financing consist of in this case? For it to be death spiral financing there must first be a death spiral. When you see a company like LVVV attracting new opportunity and building a real business, a reasonable amount of dilution is part of that growth process.
We are still waiting for the transfer agent and current share structure information to appear on OTCMarkets.com so that we can all monitor the capital formation process for signs of death spiral financing. Until we see that current information it is pure speculation to say that it is already occurring. Based on the resume of the CEO in this case it seems more likely that capital is being raised at fair prices from sources that won't create a death spiral by dumping large numbers of newly-issued shares on the market at lower and lower prices.
Why do we know the Pogs brand but not the Trov brand? Did Bill Hodson have anything to do with Pogs or was he just one of many regional distributors who saw the potential and re-branded them for California? Was the Trov brand a knock-off copy of Pogs or was it licensed from whomever owned the Pogs brand? Being the first to copy something new is less interesting than being the first licensee/OEM distributor, but both are less interesting than if Bill personally foresaw the future potential of Pogs and was instrumental in making them happen. It is easy to imagine a repeat, in any case, if something collectible is packaged with some caffeine chew treats... Similar to sticks of bubble gum in packs of Topps baseball cards.
Pointing to a second source of unfounded accusations does not prove anything.
9 Unscrupulous Things A Tout Will Do To Gain Your Confidence
11 Signs That You Are A Victim Of A Pump & Dump
...
Each one of the potentially-illegal Pump & Dump activities and techniques detailed on that website result eventually in the collapse of the share price, or worse.
It is the outcome that matters here, especially if the company itself is not to blame for the potentially-illegal stock promotion. Is LVVV going to be able to raise additional capital without diluting everyone? Is LVVV going to grow and become profitable? If they do become profitable, are they going to create value for shareholders rather than suck it all out for themselves? These are the only things that matter unless there is proof of any fraud or deception of any kind. If there is such proof, please expose it or report it immediately to the SEC.
The outcome is uncertain, because there is investment risk. As long as the insiders are also honestly taking an investment risk by holding their shares, and not stealing value from anyone else in the ways that you and that website describe, then LVVV will look exactly like any other good investment in a startup company when the legitimate business growth materializes in the future. The difference between an investment and a gamble is that you never have to exit your investment and you can add to your position over time rather than being kicked out of the casino penniless and with only your memory of the excitement to show for your bad bet.
So far, since the ADIA announcement positioned LVVV as the future value of the probiotics business that now represents one of the legacy assets of PivX Solutions, the loud warnings about pump and dump schemes and criminal fraud at LVVV have not resulted in any proof that anyone other than Mr. Weed had anything to do with those questionable activities.
Any company can have some bad apples, and one bad apple truly CAN spoil the whole bunch, but we have been told that this bad apple is no longer involved in the company. Who cares if that one person and his "bad actor" affiliates are still selling their shares? What, exactly, would be illegal or improper about a former insider who has not been an insider for six months paying some of his own money to attract buyers and liquidity? If this is being done from his position as an outsider, and he is not involved in an illegal secret distribution of unregistered shares on behalf of the company, then finding buyers and selling his shares is his private property right. The sales of LVVV being effected cannot be based on material non-public information or the sales would be illegal even without an "awareness campaign" or whatever euphemism is preferred today for touting and hyping a stock.
Perhaps the current management have intentionally delayed the release of good news so that they do not inadvertently help the bad apple get a higher price for shares that he seemed to be dumping as quickly as possible. There are few things that management can do if they become concerned that the stock is being manipulated by somebody such as a former insider unless they were able to bind the former insider with a contract or if there is proof of some wrongdoing such as insider trading or other securities law violations.
I would like to see LVVV discuss, in the next SEC filing, the legal advice it has been given by its new legal counsel relating to the concerns about activities of bad apples in the public market for LVVV shares.
If LVVV is going to remain 1934 Exchange Act-registered then a 10-Q filing will be coming soon.
Coincidence is not the same as fraud. Even in listed markets and large cap stocks the idea that news moves the market is taken for granted. News and trading volume are a coincidence, by definition.
But the idea that a fraud is occurring is not what is implied by coincidence. You have made specific accusations that the company is to blame for the stock promotion that you call a PUMP AND DUMP. Such schemes are criminal frauds, so I do not understand why you make such a strong accusation of wrongdoing without evidence.
Jason Coombs
JCoombs@HomelandForensics.com
The key thing to know is shares outstanding.
We still do not have complete current information about the LVVV share structure from the transfer agent:
http://www.otcmarkets.com/stock/LVVV/company-info
If new shares are not being issued in large number, and if the free-trading float is not increasing, then the accusations of another pump and dump fraud are simply false.
Not seeing the company fix this defect in public disclosure, and keep it updated, is a real concern.
Jason Coombs
JCoombs@HomelandForensics.com
There does not appear to be any activity at all in the ADIA business, from my perspective.
I am still working on raising capital. If successful, then ADIA will become Homeland Forensics, Inc. as it should have done in 2011. The capital that was offered back then came with the spin-out plan and the Adia Nutrition probiotics venture attached to it. I have said many times before that the spin-out of Homeland Forensics, Inc. from the PivX Solutions legacy assets has not been done by ADIA as was promised, and that if this spin-out doesn't happen then that looks to me like proof beyond any doubt that ADIA management is not ever going to operate the business the way it must in order to create value for anyone.
LVVV may have the ability to do something to grow its business, and that might include the Adia Nutrition brand. Without LVVV how will the Adia Nutrition brand ever go anywhere?
Executive compensation and shareholder rights are important corporate governance questions. Agreed. LVVV needs to do the right thing, strike the right balance. But remember that investing in any company is investing in something that somebody else created and operates for their own benefit first, or for the customers' benefit first, depending on how you look at it. Investors and other stakeholders come second, third, fourth, etc. and there is no other way that works well over time. Socialism vs. Capitalism and that whole debate...
One of my concerns about LVVV is that its energy products may not actually benefit anybody, sort of like diet soda or "healthy" tobacco products like e-cigarettes. The LVVV business can benefit people, over the long term, and benefit the economy, creating jobs and other social good, even if it only sells ADIA probiotics products and caffeine chews or confectionery treats. The question "what economic value is there inherent to making people feel good temporarily" is central to the LVVV investment narrative, but the real upside here might come from future product development and new business relationships that have more inherent potential. LVVV is just like any other company in this respect: it is a container for the store of value of any kind, it is not limited to its first product idea for long-term growth.