@JasonCoombsCEO
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I said Bill must prove he is not one.
We don't tell victims of crime that they're only upset because of sour grapes and suggest they get over it.
That is the question though, until honesty is demonstrated.
You said yourself that the probiotics products have enormous potential, but in your opinion ADIA has missed its opportunity to capitalize on that potential.
Perhaps in your view LVVV has not missed that opportunity ??
If LVVV capitalizes on the probiotics products and doesn't protect any of the equity rights or create any value for ADIA shareholders, how exactly is that honest?
As you and I both noted on the ADIA board, there's a huge difference between having a product and being honest about attempting to create value for shareholders and customers by way of the product. It is absolutely essential that Bill Hodson demonstrate he intends to create value not engage in an "artful fraud" using any "artifice to deceive".
http://investorshub.advfn.com/Adia-Nutrition-Inc-ADIA-17566/
A steady stream of compelling news about the importance of probiotics as a staple food in everyone's life creates an obvious opportunity to grow a substantial real business here.
The difference between doing that and committing a stock fraud boils down to the simple question of which path management prefers to take?
Recently we learned that diabetes might be aggravated by diet sodas and artificial sweeteners BECAUSE of disruption to our good bacteria. See:
http://well.blogs.nytimes.com/2014/09/17/artificial-sweeteners-may-disrupt-bodys-blood-sugar-controls/
Federal and state securities law permits management to steal all of the value of the company for itself, or to create no value for anyone except themselves and for the people who trade the company's securities profitably. The only requirement in such legalized/regulated "theft" is for the company's management not to tell lies about revenues, etc. and it is clear in this case no such lies are being told -- if this is an "artful fraud" that doesn't make it a better investment for anyone.
Not creating an investment opportunity around the ADIA/PIVX/Homeland Forensics starting point would be completely intolerable and outrageous, and I'm dedicated to ensuring that this becomes a legitimate investment opportunity or else I will see to it that the fraudulent securities are suspended from trading.
Look at the date: Published May 15, 2012
Does LiveWire have an Alibaba account? I'd like to see it if they do.
What connection did LVVV suggest it might have to Alibaba? I missed that claim, who made it and when?
I am positive that both ADIA and LVVV have substantial value if they are not being operated as part of some criminal scheme designed to defraud investors.
There are really only two things we need to see in order to know that this is not likely to be a criminal fraud:
1. the spin-out of Homeland Forensics, Inc. from ADIA must be completed in the manner originally agreed, so that equity is not stolen from anyone; and
2. the rights of ADIA shareholders to the probiotics business must be properly accounted for and respected in keeping with the spirit of the agreement and the fiduciary duties of the officers and directors.
Bill and Tony accepted responsibilities for ADIA, APRU and RSHN when they decided to create a family of public companies. Hundreds of shareholders of each company are trusting them to do the right things, and doing so is not any more difficult than being honest and respecting the equity rights of each group of stakeholders.
Nobody can possibly determine whether their equity rights are being respected if the needs of each company are not being taken care of diligently and competently. This family of public companies must not be operated as a dumping ground for newly-issued worthless Common stock that is not intended to hold the value of the respective businesses.
I am concerned enough about what I am seeing, and not seeing, that legal action may be required.
Bill Hodson must create an equitable agreement for ADIA to receive revenue from sales of Adia branded products as well as LiveWire-branded probiotics.
To fail to do so would be criminal fraud.
I believe that Bill will do the right thing, and I believe he has always had the intention of creating the agreement that determines how revenue will be recognized by ADIA going forward. In my opinion, this has simply not been a priority because there were no revenues until the manufacturing restarted.
However, now that manufacturing has restarted and now that LVVV has filed numerous reports with the SEC since Bill Hodson became CEO of ADIA in January, the total lack of information from Bill and LVVV about ADIA is a huge red flag and a serious problem, not only for ADIA but also for LVVV.
Look at the SEC filings from LVVV and show me the disclosures that have been made regarding ADIA. Can't find any? What does that mean?
If the most basic of truthful disclosures cannot be made for some reason then perhaps the stock needs to be halted. That would not impact the spin-out of Homeland Forensics from ADIA in any way, but obviously the plan was for ADIA to continue to exist as a public company going forward. That is now in question, from my perspective, and that calls into question everything that LVVV is doing also. This is serious.
You can go back to my LVVV comments from last year and you will see the same position.
I believe very strongly in the idea that everyone has the right to work honestly on a startup company and to participate in the public markets while doing so.
This belief is not empty rhetoric. It is not conditional on whether the people behind LVVV are classy people, nor especially talented people. The simple ability to tell the truth and to honestly try to grow the value of LVVV for anyone who buys the Common stock is sufficient for their rights to be vigorously defended.
Just a month prior to agreeing to accept Bill Hodson as the new CEO of ADIA, I was sent a federal subpoena by the SEC for speaking publicly about raising capital under the JOBS Act Rules. If it had become necessary for me to file a lawsuit against the SEC for interfering with my efforts to raise capital then I would have done that.
Every company, LVVV included, that is not owned or operated by "bad actors" simply must be allowed equal access to the market. I will be very disappointed if LVVV turns out to be nothing but a scheme to deceive investors into believing they are participating equitably in the ownership and voting rights governance of a legitimate public company.
Again you are wrong or you just don't understand the legal issues here.
Bill and Tony do not have the right to steal equity nor assets from others.
A fine line is being walked here that is either going to result in civil and criminal court action or it is going to result in the right management decisions. Willful destruction of others' equity and property while money is coming in to unjustly enrich oneself cannot be tolerated. These guys need to make it very clear that they know how to protect shareholders, and if they do then, and only then, do they have my full unwavering support.
I am going to file lawsuits if things don't straighten up and fly right.
Bill and Tony simply must take care of their fiduciary and contractual obligations, period. If they do not, then there will be litigation. I am at the point now where either litigation will commence or we will see proof from Bill and Tony that they are honest, ethical people who know the difference between acting in the interests of shareholders and acting in their own self-interest.
Many things don't look right about the way these companies operate, but they appear to be honestly trying. That's worth something, and no matter what the end-result of their efforts everyone should agree that freedom comes in all shapes and sizes. Diversity and disagreement, with tolerance and integrity, is what makes free markets work.
No other nation on earth could give rise to a LVVV and also facilitate its unlimited number of second chances at eventual success in the marketplace.
If LVVV is the least among us, being one of the smallest companies in our national economy, and one of the smallest of all microcap companies quoted on the OTCQB, then I believe very strongly that they should be treated very well -- up to the point where they fail to act in good faith. None of the negative opinions expressed here in two years have convinced me that these guys act in bad faith, nor have the negative opinions shown that there is any wrongful intent at work here.
Only their own words and actions can show us who they really are, so it has been a very good sign lately that they've started to be more transparent. Watch what happens to the stakeholders in APRU, RSHN and ADIA -- if value and forward progress are created for everyone equitably then who cares whether the creative process at LVVV was messy and ordinary?
I don't want them shut down, only straightened up and following regulations and contractual obligations while respecting our rights.
If they do these things then I strongly believe in their right to raise additional capital using federal securities registration exemptions, preemptions of state law, and eligibility to register or qualify securities for public sale including through a JOBS Act crowdfunding portal.
We are just a few months away from seeing the final federal regulations under the JOBS Act, and I am expecting both ADIA and LVVV to be deemed eligible to rely on these new rules to raise new capital.
The only reason that might not happen would be if Bill, Tony and Shelly self-destruct before the date arrives when these new rules go into effect.
If you multiply the number of shares we know Asher received (more than 6 million) by the $0.10 price per share at which Bill himself sold shares a few months ago, it looks very much like Curt Kramer made at least $600K investing maybe $60K directly into LVVV in less than 12 months...
If the people who bought the LVVV shares at $0.10 had invested directly instead of investing through a broker, the full amount could have come directly to the company instead of going to Curt Kramer and others. With $600K+ of cash on the balance sheet, Bill Hodson could build a real business.
That is PRECISELY what the JOBS Act makes possible, for the first time in 80 years. Only a self-destructive criminal enterprise could screw up the opportunity that is coming next year, so we are all hoping that you are wrong about these guys being criminals.
Respectfully, you're wrong or you're confused about what the legal issues are here.
You're wrong. Have you reviewed the contracts?
What do you think Bill's obligations are? How are you expecting him to perform and balance the needs of both ADIA and LVVV stakeholders?
I'm in contact with Bill, Tony and Shelly.
Drugdoctor asked about the spin-out of Homeland Forensics. I answered. It wasn't whining to explain that I'm considering filing lawsuits, it's just what's currently happening, like it or not.
The spin-out must be completed as-agreed.
Although ADIA is a non-reporting company it is obvious that LVVV has disclosure obligations relating to ADIA. I think it's time for Bill to provide ADIA stakeholders with a status report, so we'll all know what's going on here.
Here's my post from a moment ago on the LVVV board, in response to a question about whether Bill has a conflict of interest being CEO of both ADIA and LVVV:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=106404901
No conflict exists if Bill grows each business.
The stakeholders of both ADIA and LVVV can be protected adequately, with almost no extra effort or expense because ADIA is a non-reporting company.
I've never seen any problem in the slow pace of forward progress. Seeing things moving forward at an economic pace is a good sign, in my opinion.
The concern now is the appearance of no forward progress, and what happens if all work merely stops for some reason.
I think it's time for Bill to make his intentions clear with respect to ADIA, even if the forward progress is expected to remain very modest until it becomes economic for LVVV and ADIA to invest in new growth.
Thanks for asking. I'm thinking of filing lawsuits against Bill, Tony and Shelly. Call me if you'd like to talk about why, and what is likely to happen next as a result.
We could call Curt and ask him... Either the price wouldn't have gone up without the convertible debt or it wouldn't have gone down without it.
Here's the August 19, 2013 Form SC 13G filing, to remind you that the entire rally in LVVV happened between this 13G filing and the latest one:
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9466754
Thin market, low volume, hype cycle over.
Would the price have gone up in the first place if not for Curt Kramer?
http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540410863
Did the company explain in its SEC filings who it was who had voted to authorize the increase in the number of shares to 200,000,000 Common and under what authority the new classes of Preferred stock got created?
I have not searched the SEC filings looking for this and hope somebody else can point me to the details to save time. Thanks.
If LVVV doesn't communicate better just how it plans to create value for Common shareholders then a reverse split may be required to continue to meet the new minimum bid requirement for LVVV to remain on the OTCQB next year. See:
http://www.otcmarkets.com/services/companies/otcqb/requirements
Ongoing Requirements
Meet an ongoing bid price test of $0.01 as of the close of business for at least one of every 30 calendar days
The only problem here, in my expert opinion, is the lack of transparency around the share structure and how management plans to create value for shareholders.
Company management has the authority to decide which class of shares to steer the value of the business into, and whether to honor the implied promise which exists at all times that requires management to try to grow the business for the benefit of all stakeholders.
When investments fail to perform, it is the result of management becoming unable or being unwilling to create and share value equitably. A bad investment is not exclusively a result of a failure by a company to produce a profit for itself. Even profitable companies often fail to treat shareholders equitably.
Nothing has been done by LVVV to show holders of the Common stock what the strategy is to ensure that value is created FOR THEM specifically. Common sense tells us that every other stakeholder, whether insider or outside lender or business partner, comprehends the risks and rewards being offered to them -- management MUST do a better job here of explaining the risks and rewards they envision for holders of the Common stock.
OTC Markets Group is implementing a new minimum bid requirement of a penny per share in order to remain a member of the OTCQB market tier. Next year, if LVVV does not figure out how to communicate and execute a value-creation plan for the Common stockholders, LVVV might be at risk of being moved onto the OTC Pink tier instead.
This outcome would be absurd and ridiculous after so much time and money has been invested in the reverse merger, SEC filings and audits in order for LVVV to become and remain a registered issuer.
See:
http://www.otcmarkets.com/news/press-center/release/OTCQB-Venture-Marketplace-Reaches-100-Approved-Companies?id=913
Do you mean "reverse split" ?
Jason Coombs was ridiculed last year for posting answers to questions on iHub, so that's part of the reason Bill and Tony won't use this medium now.
What doesn't make sense at all is why they won't publish press releases, at least on their website. Filing an 8-K is also free, and management is allowed by rule to file any information in an 8-K that management deems to be important for the public to know.
The SEC also made it perfectly clear that social media can be used to disclose material non-public information by companies, provided that they announce in advance which social media profiles are going to be used for such ad-hoc public disclosures.
See:
http://www.sec.gov/News/PressRelease/Detail/PressRelease/1365171513574
Not communicating is a problem, and a very bad sign, given the standard of practice today in the public markets. Because of this, in my opinion the unprofessional botched attempt to host a Google hangout investor relations event was a good sign not a bad one.
However, because Tony participated (by phone and chat) and used the opportunity to answer questions that nobody had heard before, the webcast must be made public again... I think it could be edited to remove the one-hour-long cigar smoking and dark bedroom webcasting snafu, to just contain the Q&A with Tony, but I don't think LiveWire can tolerate the condition that now exists where an investor webcast was done but now that webcast is unavailable for on-demand playback.
Many of us want to know how LVVV will become a leading probiotics company.
Even Leonard Nimoy loves probiotics!
Have a look at MicroWarriors. A new Probiotics documentary I narrated and Adam Nimoy directed .http://t.co/YsoZOwLsyW
— Leonard Nimoy (@TheRealNimoy) August 19, 2014
The LVVV profile on OTCmarkets is out-of-date with respect to float.
Authorized Shares and Float haven't been updated since 2013. See:
http://www.otcmarkets.com/stock/LVVV/profile
Share Structure
Market Value $3,221,765 a/o Sep 04, 2014
Shares Outstanding 139,470,340 a/o Aug 11, 2014
Float 43,576,668 a/o Nov 15, 2013
Authorized Shares 100,000,000 a/o May 01, 2013
Ask Bill on Sunday's Google+ event:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=105989198
The next share certificate I'm expecting back at the transfer agent is the one for the 10,000,000 Preferred shares, which are being transferred to Bill personally as we agreed back in January.
I'm happy being patient with all of this, because any lingering unreasonableness will fade away more easily and at lower cost this way. Nobody benefits from a fight -- but everyone benefits from raising new capital at a higher valuation.
One of the barriers to raising new capital for Homeland Forensics is now gone, but only as of recently. I just posted this today:
https://twitter.com/JasonCoombsCEO/status/503341911784947713
There has been some industry interest in this story already. See:
https://twitter.com/JasonCoombsCEO/status/503348177618354177
LVVV does not own ADIA, Bill Hodson is just the CEO of ADIA.
The spin-out can occur at any time. The legacy assets of PivX Solutions and Public Startup Company, Inc. are already "seasoned" so as soon as we locate an investor who is willing to provide the capital it will be done.
At the moment I cannot provide the funding myself. If necessary I will do so myself in the future but it seems more likely that investors will provide the capital so we won't have to wait as long.
Update on the JOBS Act Rulemaking:
My most recent Comment Letter submitted to the SEC on August 13th discusses some astonishing evidence that nine members of the U.S. Senate have made a provably-false accusation of fraudulent securities sales against a broker-dealer located in California.
The broker-dealer in fact was a victim of somebody else's criminal scheme, not a perpetrator of one, but despite being harmed by the scheme the broker-dealer agreed to reimburse $3.9 million anyway to people who were tricked into buying the securities.
Their reward for doing the right thing and protecting investors is apparently being falsely-accused of wrongdoing by Senators. See:
http://www.sec.gov/comments/s7-11-13/s71113-124.pdf
The false accusation from the nine Senators can be found here:
http://www.sec.gov/comments/s7-11-13/s71113-123.pdf
Also noteworthy, 26 members of the House of Representatives sent a
letter to the SEC urging that the final rules for JOBS Act public
offerings be published by the SEC without further delay. See:
http://polis.house.gov/uploadedfiles/8_8_14_crowdfundingletter.pdf
It is truly amazing, and it represents a very important long-term business opportunity for Homeland Forensics, that people from every part of society recklessly engage in class warfare politics and spread fear or false rumors of wrongdoing just to poison the lawful relationships that people try to have with each other. In my opinion, the Internet and social media represent a fundamental barrier to the continuation of such tactics of control and abuse.
As equity crowdfunding becomes legal nationwide, and indeed globally, the ability to form new relationships and to speak publicly while engaging in creative commerce will change literally everything that happens in civilization.
I believe strongly that this change will be positive, not negative, and that it will open society to the enormous prosperity that talented, honest, free and inclusive people tend to create with each other in the absence of fraud, abuse or corruption.
"valuations for seed-stage companies has increased by 63% since 2008, averaging $5.3 million."
http://venturebeat.com/2013/11/04/startup-valuations-soar-to-highest-levels-in-10-years-report/
"Series A round valuations are averaging $9.2 million, increasing at a modest rate of 23 percent."
LVVV currently has a market cap that looks identical to the average seed-stage valuation in the market today.
http://www.otcmarkets.com/stock/LVVV/profile
Disparaging "penny stocks" is just dumb, considering the very substantial political and financial support that exists for startups and startup capital formation. This old "penny stock" slur is archaic, and it should be reserved for OTC-quoted issuers such as CYNK whose valuations become absurd under questionable circumstances.
http://www.nasdaq.com/symbol/cynk
Down 83.81% presently, now that the trading halt has been lifted.
http://www.otcmarkets.com/stock/CYNK/profile
The JOBS Act rules haven't even gone into effect yet. This bull market for startups is only just getting started and could last for 80 years, in my opinion. See:
http://JOBS-ACT.com
I don't think it is reasonable to value LVVV below the average valuation of a seed-stage startup. Does it deserve a valuation as though it were receiving Series A round capital? Sure, if it is receiving a Series A round of funding from people who are taking LVVV to the next level... To get there (again) without substantial new capital is going to require LVVV to continue to grow through successful execution on a limited budget. Definitely possible!
Since 2006 it was my choice NOT to issue shares until and unless they could be sold for a reasonable valuation to raise new capital. To do otherwise literally steals value from everyone who has already invested and gives that value to the buyer/recipient of the newly-issued shares.
I've encountered the idea before that every share authorized is going to be issued, and I do understand that way of thinking, but do you know what the company must do in order to increase the number of shares authorized? It varies from state to state (corporate law statutes in the state of incorporation control this process) and the company can enact its own rules by adopting bylaws which override most or all of the state law governing the corporation.
In the case of ADIA, the owner of the Preferred shares can almost unilaterally change the authorized share count using the special voting rights that exist in the Preferred.
So in effect, in nearly every company except for large exchange-listed companies, the number of shares authorized should be understood to be infinite. Against that backdrop of the company's ability to authorize and issue an infinite number of shares at any given moment, it has always seemed more relevant to me to see that days, weeks, months and years go by WITHOUT new shares being authorized or issued for no good reason.
Let's see at what price Bill Hodson is able to raise new capital. It is my hope and belief that the new capital, when raised, will not be harmfully-dilutive to shareholders. Even if Bill decides to increase the number of shares authorized, I trust that there will be a good reason for doing this that enables the company to move forward for the benefit of everyone who has already purchased shares. More shares being issued does not automatically mean anyone has any value stolen from them. It depends on the execution. From this we can infer the state of mind and ability of management to create value for shareholders.
Just look at how many shares of GOOG are authorized and outstanding:
http://www.nasdaq.com/symbol/goog/institutional-holdings
http://www.nasdaq.com/symbol/googl/institutional-holdings
You're right about the many paths to failure but to believe that this group of people are following any one of those paths is insane.
If you're serious about discussing challenges that this particular startup company faces, you can see clearly that there are people here who would enjoy that debate. In my opinion, irrational fear-mongering won't work to move the market price of anything until after the current macroeconomic bull market is over.
When the bull market dies, do be sure to let us know. Thanks.
Maybe the JOBS Act Rules will mark the beginning of the end, when equity crowdfunding becomes legal and millions of low-quality startups get some funding. LiveWire is obviously not a low-quality startup but everyone knows even high-quality companies often fail.
One of the things we do not know yet about the JOBS Act Rulemaking is whether a company such as LiveWire with its 1934 Exchange Act-registered securities and its OTC ticker will be allowed to raise additional capital through a JOBS Act-compliant crowdfunding portal and/or a Regulation A+ Offering. If so, what kind of dilution would that new capital create? I believe such dilution will be very small compared to the current mechanism of raising capital through Regulation D private placement Offerings, so I'm looking forward to seeing LiveWire forming new capital at high valuations in the future. I truly believe Bill Hodson and his team are capable of doing that.
See:
http://www.sec.gov/comments/s7-09-13/s70913.shtml
and
http://www.sec.gov/comments/s7-11-13/s71113.shtml