@JasonCoombsCEO
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Bill Hodson hasn't been replaced with a new Board yet, which as you know requires a shareholder meeting and a new election.
https://www.bloomberg.com/profile/person/17489879
The Preferred shares which were going to become his, assuming he had done the job of keeping ADIA active and finished the spin-off of Homeland Forensics, Inc., never were transferred to him. We have arranged for them to be transferred back to me based on my repurchase agreement from 2011.
https://www.sec.gov/Archives/edgar/data/1160420/000136810311000001/xslF345X03/primary_doc.xml
"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 work I have been doing since PIVX to build a platform for open source forensics and peer-to-peer cybersecurity networking now has the advantage of being launched in a world where people understand the intrinsic value of decentralized P2P inventions, thanks to Satoshi Nakamoto and the emerging cryptocurrency industry.
From my perspective, at this moment the details of what I'm ready now to launch are less important than the fact it has been worked on by me and the subsidiaries of ADIA without interruption (and without reporting burdens or a requirement for new capital that would have diluted the existing ADIA shareholders) since 2011.
https://www.formds.com/issuers/public-startup-company-inc
https://www.formds.com/issuers/we-cluster-inc
My long-term turnaround plan from the beginning when I agreed to become CEO/Chairman of PIVX in 2006 was to accomplish the turnaround of PIVX/ADIA without substantial dilution to the shareholders. In over 14 years this strategy has resulted in only ~20,000,000 new shares being issued out of the 100,000,0000 authorized.
https://www.businesswire.com/news/home/20060626005634/en/PivX-Solutions-Secures-Digital-Forensics-Expert-Jason
There were several administrative barriers to concluding the transfer of the Preferred shares back to me while the corporation is still in Revoked status in Nevada, but those have been sorted and I have confirmed that the transfer agent is ready to complete the transfer when they receive the Stock Transfer paperwork with the required Medallion signature stamp. Details here:
https://www.sec.gov/fast-answers/answers-sigguarhtm.html
I will file a Form 4 with the SEC when this process is complete.
Judging from the communications I've received over the last year from the recent investors there won't be a mad dash for the exit at all, whether the custodianship continues for a while longer or not.
Out of the ~90 million shares outstanding only ~14 million shares are in the free-trading float, and you own 800,000 of those.
There are fewer than 13 million free-trading shares held, ex-gamood.
13,000,000 * $0.01 = $130,000.00
That's such a small amount, why would anyone buy and then dump for a loss in this situation? The only reason to expect disaster is if the custodian attempts to do something they cannot lawfully do and the share price pumps to the moon. That's when there will certainly be a crash and a mad dash for the exit from those irrational heights.
I have been in regular contact with the SEC about all of this, and as a matter of fact the only reason ADIA was still trading at all through all of 2019 and so far in 2020 is that the SEC agreed to leave ADIA trading while I finished the long-term turnaround plan.
When this "custodianship play" hijacking attempt showed up, the SEC asked me again whether there was reason to suspend trading of ADIA and I asked them not to do so unless the custodian violated Nevada state law or started some kind of pump-and-dump with the stock.
It was my opinion when the SEC asked and it is my opinion now that there is no way this custodian can hijack ADIA and get away with it.
Anyone who does try to reverse-merge into ADIA will suffer and fail.
The lawyer for the custodian promised the court in Nevada that notices of actions, court filings, and the required shareholder meeting would be delivered to me.
That has not happened.
The shareholder meeting has not been scheduled.
The corporation has not been reinstated with the Secretary of State.
Nobody can reverse-merge with ADIA without a shareholder meeting, and it is impossible for this custodian to vote the majority at the shareholder meeting.
In my view this is why nothing has happened with this attempted corporate hijacking and why nothing will ever happen with it.
I expect the custodian to ask the court for permission to withdraw.
It is not "spreading lies" to assert that Bill Hodson is still CEO of LVVV nor is it deceptive in any way to assert that he will not be allowed to do to ADIA what he has done to LVVV while holding that executive position.
Nothing was quoted out of context, and obviously not in any attempt to deceive. I am very surprised at the change of tone and tactic here. It is hard to believe that there might be a correlation with rising stock price but just look at what LVVV and ADIA have been doing as the tone here changed!
My latest Comment Letter to the SEC is here:
https://www.sec.gov/comments/4-692/4-692.shtml
Only you are seeing that. Your URL simply redirects here:
http://www.bloomberg.com/research/common/symbollookup/symbollookup.asp
None of the text you are copying and pasting and purporting to come from Bloomberg actually shows up at the URL you keep posting.
It doesn't matter anyway because as I pointed out the information obviously came from the SEC filing from January, 2014.
Everyone knows that Bill Hodson never did his job as ADIA CEO.
Total nonsense. I'm not going to try to help make that make any sense because it just doesn't.
This link doesn't have ANY of the stuff you claim it does:
http://www.bloomberg.com/research/stocks/people/person.asp?personId=1944343&privcapId=7866147
Why on earth are you claiming that Bill Hodson is no longer CEO of LVVV?
The idea that he is switching his personal career plan to ADIA instead is complete rubbish. I don't see any reason to believe he is even involved with ADIA any longer!
Bloomberg has an inaccurate personal profile of Bill Hodson, derived from press releases and SEC filings, which implies he is still CEO of ADIA:
http://www.bloomberg.com/profiles/people/17489879-bill-j-hodson
I personally have doubts that Bill Hodson is even affiliated with ADIA any longer and this is just one of the questions I have asked his attorney for which no answer has been forthcoming.
Look at how out of date and wrong this summary of ADIA is:
http://www.bloomberg.com/quote/ADIA:US
It still lists Luis Curet and Mark Remington as executives, from 2005 when ADIA was still PIVX.
Bloomberg has an inaccurate personal profile of Bill Hodson, derived from press releases and SEC filings, which implies he is still CEO of ADIA:
http://www.bloomberg.com/profiles/people/17489879-bill-j-hodson
Here's the Bloomberg profile of LVVV:
http://www.bloomberg.com/quote/LVVV:US
I personally have doubts that Bill Hodson is even affiliated with ADIA any longer and this is just one of the questions I have asked his attorney for which no answer has been forthcoming.
Depends, is Bill retaliating against whistleblowers?
Has anyone investigated to find out if there actually was a CBD oil manufacturing and Chinese export agreement like one of the press releases claimed?
You've seen the same things I've seen, if you have definitive proof that actual lies were published with Bill's name on them then I think all you need to do to make your question self-answering is show that proof to law enforcement.
Don't assume they're bothering to look without such help from you!
Micro Lending Safe Harbor Act: This proposed law could make a big difference for Public Startup Company, Inc. and for all public startups nationwide:
https://twitter.com/JasonCoombsCEO/status/712683999379001344
http://www.crowdfundinsider.com/2016/03/83332-micro-offering-bill-gains-support-of-national-small-business-association-and-small-business-entrepreneurship-council/
"A new bill seeking to improve access to capital for small business is making its way through Congress right now. The “Micro Lending Safe Harbor Act”, sponsored by Congressman Tom Emmer, has captured some solid endorsements as both the National Small Business Association and the Small Business & Entrepreneurship Council."
https://emmer.house.gov/
https://twitter.com/reptomemmer
I don't believe there is confusion or doubt about anything here, and I will say again that as soon as I have the Power of Attorney available it, and the full text of the Agreements which grant me the right to repurchase the Preferred shares, WILL be filed with the SEC.
I continue to appreciate the good questions, thanks for putting in the effort.
The agreements will be published in full in SEC filings when I file my Power of Attorney documentation, which as I said is still being signed and notarized.
The conditions are what everyone who has read the prior SEC filings already knows -- Shelly and Wen and the company were supposed to finish the spin-out of Homeland Forensics, and when they did not do so by the deadline in September of 2011 my right of repurchase became effective.
How ironic to be lectured on transparency. I could publish my entire hard drive and still that would not be enough transparency. And as everyone knows, transparency alone does not make any difference to anything. Growth and access to capital and a large number of supportive customers and business partners, now THAT is what really matters.
The full text of the Agreements was not included in any SEC filing.
Pursuant to the Agreements, which are still in force and effect, I have the right to be reinstated as CEO and Chairman because the company failed to perform as agreed. There are two paths to that outcome, though, and I will most likely simply vote myself back to that position because the legal conflict in the event of non-cooperation is the same to compel the return of my Preferred stock as to compel performance with the clause that grants that right of reinstatement.
Here are the relevant sections on the Preferred stock repurchase, which clearly say what the published excerpts and my past representations on iHub previously conveyed:
"(g) The Buyer hereby agrees to utilize the voting power of the Series A Preferred stock only for the purpose of authorizing new capital to be raised from investors by way of private placement sales of Common stock at or above a price of $0.05 (five cents) per share, or for the designation and sale of such new Series B Preferred stock as may be required to conclude the raising of at least $1,000,000 in new capital for the company. Buyer warrants and represents that no other changes will be made to the capital structure of the company without calling a special vote of the Common stock holders, and in any such special vote the Buyer shall not cast any vote utilizing the preferred voting power of the Series A Preferred stock.
6. Repurchase Rights. In accordance with a separate Resignation and Termination Agreement dated March 21, 2011 by and between PivX Solutions, Inc. and Jason S. Coombs (the “Resignation and Termination Agreement”), this Agreement affords the Seller the following right
of repurchase:
(a) The Seller has the right to repurchase the shares sold to the Buyer in the event that certain conditions are not satisfied pursuant to and in accordance with the Resignation and Termination Agreement.
(b) The Seller is not obligated to repurchase the shares. The Seller only holds a right to repurchase them if the conditions itemized in this Agreement and in the Resignation and Termination Agreement are not satisfied.
(c) The right to repurchase shall become effective on September 22, 2011 if the conditions are not satisfied pursuant to and in accordance with the Resignation and Termination Agreement, or if the terms and conditions of this Agreement are breached by Buyer."
"(d) Redemption of Series A Preferred Stock. As of the effective date of this Agreement, Executive has sold ten million (10,000,000) shares of Series A Preferred Stock, $0.001 par value per share, of the Company (the “Series A Preferred Shares”) to Shelly Singhal. The Company shall, within 30 days of the effective date of this Agreement, execute an agreement to purchase and redeem from Shelly Singhal all of the Series A Preferred Shares upon satisfaction of a mutually-agreeable milestone or by a mutually-agreeable date in the future for a purchase price of Ten Thousand Dollars US ($10,000.00 US). Such purchase and redemption shall be effected pursuant to and in accordance with the terms of a separate Stock Redemption Agreement in a form that shall be mutually acceptable to the Company, Executive, and Shelly Singhal, but in no event shall the Stock Redemption occur prior to the Effective Date of this Agreement after Company has satisfied the conditions contained within this Section 3. In the event that the Company is unable to satisfy the conditions contained within this Section 3 within 120 days from the effective date of this Agreement, Executive shall have a right of repurchase for the Series A Preferred shares from Shelly Singhal, in the amount of the total price paid to Executive by Shelly Singhal."
"(e) Promise not to cause harm to the special voting right of the Series A Preferred shares, anti-dilution covenant except as necessary to raise new capital. The Company hereby promises and covenants that it will not cause any harm to the special voting right of the Series A Preferred shares, including but not limited to by way of designating a new series of Preferred shares with superior voting rights, nor will the Company cause the special voting right of the Series A Preferred shares to be diluted except as may be necessary for the Company to raise new capital. Under no circumstances will the Company sell shares, either Common or Preferred, for a price below $0.05 per share."
Thanks for the good question. Here is the filing:
http://www.otcmarkets.com/edgar/GetFilingPdf?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"
Also, although the mechanism of dilution prevention was not disclosed in the 8-K on March 3, 2011 the following statements come from the agreements executed in 2011 when Wen Peng and Shelly Singhal launched ADIA and agreed to spin out the information security and cyber forensics business as Homeland Forensics:
It may require a lawsuit against Shelly Singhal to compel performance with our contract, so the timing is unpredictable. I do anticipate having the ability to work around that uncertainty, and have been in discussions with his attorney about which path Shelly is going to choose.
Shelly blames me for his failures and possibly also for the nine months he spent in federal prison because I helped the FBI discover Shelly's active attempt to dump tens of millions of unregistered, restricted ADIA shares onto the market in violation of Rule 144 -- my help stopping that from happening seemed to tip the balance of power against Shelly after he had spent what he told me was ten million dollars (he claimed this was a real not exaggerated legal cost which he had by that time already paid out of pocket) fighting his criminal defense case.
Given the above, I don't know whether to expect Shelly to do everything he can to retaliate against me or whether to expect Shelly to choose to get on with his life. But I do know that we will find out one way or the other at some point, and probably before the end of 2016.