@JasonCoombsCEO
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Thanks for your support. No, we have not started buying shares yet.
I wonder whether the buying recently is a naked short squeeze, since the Curt Kramer-linked counter-narrative has permanently lost the debate. The unstoppable momentum of the JOBS Act Rules and Regulation Crowdfunding made sure of that.
Also, in 2010 something bizarre happened that caused Merrill Lynch to be naked short MORE SHARES THAN ARE IN THE PUBLIC FLOAT.
The FBI investigated and they attempted to arrest and/or interview me at the time, but I was in New Zealand and had nothing to do with the events that resulted in Merrill's naked short position. I even offered advice and tried to help Merrill figure out what remedy they might have.
One of the remedies available to Merrill was simply to never cover their naked short position. As long as that naked short position stayed below a certain threshold of market value the Regulation SHO Rule says they never have to cover the position, and Merrill also never has to disclose it to Bank of America shareholders because it is "not material" -- but honestly it had the potential to bankrupt Bank of America (not an exaggeration) so I thought a better remedy was needed at the time.
Bank of America and Merrill Lynch reportedly considered my "help" to be some kind of a criminal extortion attempt and they filed a complaint with the FBI. No good deed goes unpunished, right?
Update on my Power of Attorney: by my calculations, when my Power of Attorney is fully executed and when the repurchase of my 10,000,000 Preferred shares is completed, my voting right will total 68,588,764 votes from my family and the Preferred shares alone.
With a total of 87,899,861 Common shares outstanding currently, my 68,588,764 votes is 722,333 votes BELOW the 50% threshold.
Therefore, at a price of $0.015 per share, it will cost me and my investors just $10,835 to make up that difference in order to definitively hold the majority vote even in the unlikely event that every single one of the other Common shareholders were to vote against us.
The Power of Attorney paperwork is still being taken care of and I will file it with the SEC in an 8-K as soon as it is available.
As a reminder, I hold the right to repurchase the 10,000,000 Preferred shares, and the relative voting power of those shares cannot be diluted through new share sales or by restructuring without my consent, pursuant to the agreements entered into by Adia Nutrition and Shelly Singhal in 2011. This was disclosed in SEC filings previously, which can be found here:
http://www.otcmarkets.com/stock/ADIA/filings
These events aren't happening with the cooperation of Shelly Singhal or Bill Hodson, but neither of them have the right to interfere in these steps and I think everyone agrees at this point that these steps are clearly necessary to protect shareholder value.
ADIA is in fact eligible to raise new capital pursuant to the new JOBS Act Rules, in part due to my contributions to the SEC Rulemaking process dating back to 2012.
We might conduct a Regulation A+ Public Offering, in which case please note:
(1) No money or other consideration is being solicited, and if sent, will not be accepted;
(2) no sales will be made or commitments to purchase accepted until the offering statement is qualified; and
(3) a prospective purchaser’s indication of interest is non-binding.
And for further reference please see:
https://twitter.com/JasonCoombsCEO/status/612016418029072384
https://twitter.com/JasonCoombsCEO/status/612016493023236097
https://twitter.com/JasonCoombsCEO/status/612016541886853120
https://twitter.com/JasonCoombsCEO/status/609479695629836288
Thanks for acknowledgment, it's not only ADIA shareholders but everyone who will ever create or invest in a startup whose rights I want to see protected.
It's incomprehensible to me that for 80 years the business of creating businesses with the help of capital from like-minded backers was reserved for the wealthy and for people who were born to the right families or who attended the top universities.
That's not the America that I believe in. Thankfully, enough other people agree that startups must have a viable path to raising capital through crowdfunding that the JOBS Act reform was the result. I strongly believe the new Rules will work, and that investors will experience no greater risk of fraud than occurs already in private placements.
I do have access to Accredited investors. The problems that ADIA has can be solved either by destroying the value of the shares held by the existing shareholders, or by not destroying that value.
I choose not to destroy the existing shareholders in the process of recapitalizing ADIA. It doesn't matter to me that it takes longer, and requires the help of the JOBS Act, to do it this way.
Thanks for your continued involvement in this important discussion.
What does this mean for non-Accredited investors? Great question.
Arresting people for making secure software is unconscionable, but doing it when you get hacked every day is stupid. https://t.co/UPbl3gzYBT
— Edward Snowden (@Snowden) March 2, 2016
On what date did LVVV get demoted to OTC Pink?
There must have been a notice posted by OTC Markets. A link would be appreciated.
Thanks.
My SEC letter regarding Accredited Investor review has been published here:
https://www.sec.gov/comments/4-692/4-692.shtml
Funny to see LVVV story repeat, "CHINESE HEMP FARM"
"PURA ANNOUNCES ONLINE UPDATE ON USMJ DIVIDEND, SPORTS AND FITNESS SUPPLEMENT, AND CHINESE HEMP FARM"
http://ih.advfn.com/p.php?pid=nmona&article=70253646
The JSBarkats news is encouraging. Maybe Bill Hodson hasn't given up?
Too bad the company isn't eligible to rely on Regulation A+ or Title III of the JOBS Act. Being a 1934 Exchange Act-registered issuer is not helping LVVV raise capital at this point. But the JOBS Act Rules would. Maybe LVVV will de-register later this year.
About JSBarkats: JSBarkats, PLLC is a dynamic, full-service law firm headquartered in the heart of New York specializing in corporate, capital markets and securities law, complex commercial litigation, business immigration and I.P as well as start-up and crowdfunding under Regulation A+ and the JOBS act. JSBarkats principally represents both established and publicly- traded emerging-growth companies in a wide variety of industries, including healthcare and biotech. With 23 attorneys located in New York and affiliated offices, in Israel and France the firm caters to investors, entrepreneurs and small cap companies structuring offerings and facilitating capital formation. www.JSBarkats.com | Ph: (646) 502-7001 | Email: info@jsbarkats.com.
Raising capital using JOBS Act Rules this year. I don't expect it to be done before September, since the first funding portals will launch 5 months from now.
Thank you to everyone who is staying in contact with me by e-mail.
Here are previously-unpublished details of the SEC's false accusations against me, their resulting abusive and wasteful federal investigation, and the unusual circumstances when the SEC closed the investigation. They did so within hours of my encrypted email to journalist (and constitutional lawyer) Glenn Greenwald, and the SEC sent me a message IN THE MIDDLE OF THE NIGHT informing me that they had closed their investigation. This does not appear to me to have been coincidence, and I highly doubt that the SEC staff are in the habit of staying up all night sending out Wells Notices.
I think this is particularly relevant at the moment, as encryption is being blamed for enabling the terror attacks in Paris. Without encryption, certain government abuses of power would be far more difficult for the people to curtail.
https://twitter.com/JasonCoombsCEO/status/667533396797599744
It is only a matter of time before my efforts to raise new capital for the completion of the PIVX/ADIA turnaround finally succeed and new growth becomes possible. I'm glad there is renewed interest from investors recently, and I do not intend to issue new shares of ADIA for less than five cents per share when capital is being raised going forward.
That's a surprise, it actually looks investable!
My comment letters to the SEC regarding Regulation Crowdfunding (Title III) were cited 131 times in the final Rule. See:
http://www.sec.gov/rules/final/2015/33-9974.pdf
Title III of the JOBS Act doesn't go into effect until next year, and when it goes into effect the funding portals must first apply and receive approval from the SEC before the portals can begin facilitating crowdfunding transactions. But at least the Rulemaking is finally complete.
Title IV (Regulation A+) is already in effect and the SEC is processing the first batch of applications. After receiving approval for a Regulation A+ Offering, the issuer does their own sales and marketing of their investment securities, in effect becoming their own self-hosted crowdfunding portal.
Both are important, and add substantially to the onramps available to bring more companies public via the OTC marketplace. It's especially encouraging that the JOBS Act Rules appear to put a definitive end to the need for reverse mergers and other penny stock nonsense.
Public Startup Company, Inc. will provide technology products and services to help people launch as public startups, and bring their existing startups public under these new JOBS Act Rules.
It is my sincere belief that this is the beginning of a new phenomenon in cyber finance, the very start of the "public startup" industry, which I think will become at least hundreds and possibly thousands of times larger than the existing OTC marketplace. Instead of just ten thousand public companies in the USA, we will eventually have a new marketplace consisting of millions of public startups.
That mock-up of Trump Energy Chews packaging is obviously not an infringement of the trademark. They aren't being offered for sale, and LVVV isn't even using the mock-up artwork in any advertising. Holding the sign and posing for that photo, and even tweeting the photo, doesn't pose a legal problem for LVVV provided that its "use" of the Trump mark ends there at these inconsequential actions.
Obviously there would be a lawsuit immediately if LVVV were to bring such a brand to market without an agreement with Trump, but it actually is a good idea and Trump might agree to it! Somebody should tell Bill to get that deal done or give up.
Are LVVV Energy Chews The Cure For Low-Energy People?
Even if this statement is true, LVVV won't be the one to capitalize on the opportunity to energize all the low-energy people in America.
I'm planning to change the name and ticker symbol. Everyone who cared about the Adia Nutrition name has left the building.
With fewer transactions to audit, the cost can be negotiated down to within the operating budget being made available from the sale of another 100,000,000 Common shares.
The real question is why the SEC considers it a better use of money to "protect investors" by diluting them to pay such costs than to finance growth and business development with the limited funding available to LVVV.
To help companies like LVVV work around this problem the SEC allows for the filing of Form 15 to voluntarily deregister the company's shares, but in some cases (as in the case of LVVV) doing so results in the company's shareholders being unable to use Rule 144 to have restrictions lifted which adversely impacts the direct investors of the company.
If LVVV does file to deregister, its certificate holders would be locked up indefinitely (as perhaps they should be anyway!) but LVVV would then be able to use Regulation A+ to conduct a new public offering of shares that are not restricted and thus the turnaround investors would have potential liquidity while the previous investors would not.
These details don't matter at all if there is no legitimate business being built ... The LVVV story looks like criminal fraud rather than a legitimate startup -- it would be interesting to see Bill Hodson turn this around by demonstrating he is something other than a fraud.
After LVVV promised to end toxic debt financing from Curt Kramer previously, the surprise sale of a NEW 9.99% of the company to Curt is obviously a material event that required the filing of an 8-K.
Somebody should complain.
Curt Kramer agreed to be designated a "bad actor" yet he is still able to engage in toxic debt transactions? That's a surprise. I don't think that will turn out very well for him in the end -- every single one of the new transactions with other companies will probably result in enforcement actions, even if his dealings with LVVV from the past enable him to continue an investment relationship with LVVV today.
"Entry of the order will constitute a disqualifying event for Kramer"
http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540410863
In addition to the increased importance and liquidity of the private market over the last 20 years, there are new ways for companies to be "public" today and more options for being "public" coming soon ... not the least of which is Title III Crowdfunding under the JOBS Act, which might not require audited financial statements (we'll know soon, the final SEC Rules are coming later this month). For more on this topic, see:
http://www.crowdfundinsider.com/2015/10/75571-4th-annual-global-alternative-funding-forum-to-kick-off-with-david-weild-venture-exchanges/
The question for ADIA at this point is whether, and if yes then how, to prepare audited financial statements that are reasonably-accurate and that don't waste hundreds of thousands of dollars of new investor capital at a time when the investor capital MUST go into value creation not into politics and regulatory-compliance.
There may be inherent leeway in preparing and auditing financial statements at lower cost and with room for estimating unknowns under Regulation A+ which wouldn't be available under the 1934 Exchange Act as a fully-reporting registered issuer. If ADIA must estimate its financial condition given unknowns from the past, I see no reason that such estimated and honestly-audited financial statements would constitute fraud of any kind yet I don't see any way for estimated financial statements to be used legally in a new registration filing with the SEC.
Whether a Regulation A+ Offering is going to be conducted next year or whether a different option is going to be used instead to raise capital, the JOBS Act Rules obviously open the door to the full-scale relaunch.
The ownership filing by VIS VIRES GROUP, INC. doesn't imply that Asher / Curt Kramer is still providing funding to LVVV -- the SEC action against Curt Kramer should have prohibited him from engaging in such new business lending to penny stock companies.
But I don't see any reason to believe that the SEC had any authority to prohibit Curt from continuing to own his existing investments which date from before the enforcement action.
Doesn't it make sense that VIS VIRES GROUP, INC. is the holding company created by Curt Kramer to convert his toxic debt into liquid LVVV shares?
They have agreed to claw-back those shares.
The Preferred share repurchase is $20K but that's not the only amount they want paid as a condition of doing what must be done to move forward. They both claim to have granted loans to ADIA, either personally or through their respective companies.
I don't believe there were any loans given to ADIA but I do believe they are being honest when they offer to stop causing problems and to exit provided that their expenses are paid in addition to the $20K for the Preferred share repurchase.
The bottom line number they have named is $50K. As long as that number resolves all outstanding issues especially the nullification of the improperly-issued share certificates from 2013 then there is a scenario in which payment of the $50K would not be outrageous and wrong. I'm still trying to understand whether there is anything of potential value they could provide in return for the extra $30K -- does anyone believe LVVV stock will ever hold any value, or that LiveWire will ever grow?
Maybe ADIA raises $50K and repurchases the Preferred shares to redeem and extinguish them (as was my original intent for the shares in 2006, and the agreement for the final disposition of the shares when PIVX became ADIA in 2011) and invests $30K in LVVV shares to terminate all agreements and relationships between ADIA and LVVV. I see value in that plan, and I know that other investors do also.
I have not failed. Bill and Shelly have agreed to get out of the way and do the right thing through their attorney. They want cash out, however, and it will take as long as it takes to raise the capital to make this happen.
There's no deadline. Nothing will deteriorate while the final terms of the buyback of the Preferred shares are negotiated with the involvement of the new investors.
Why do we believe Asher is still providing toxic financing to LVVV?
I have been busy and must have missed the news.
As you may recall when I discussed this before, it has already been provided to the SEC in a whistleblower report that I filed.
The SEC has already taken action against the company that is responsible for advocating this "strategy" where convertible Preferred shares are endlessly issued and converted and dumped onto the market as "public" Common stock that is not intended to hold any value.
Will the SEC or law enforcement take any action against LVVV? Who knows. As outrageous as it clearly is, there may not be any law against intentionally destroying the economic value of Common stock indefinitely through this infinite dilution scheme. Buyer beware?
Yes. There is no force of law or politics that can prevent forward movement. Worst-case, the entire enterprise value of the equity ownership of Homeland Forensics, Public Startup Company and our PIVX legacy in cyberscurity and cyber forensics will simply remain in limbo.
Bill and Shelly made it clear they expect to be paid before they do what they both promised they would do. They are in a position to interfere with capital formation through the ADIA corporate entity, but they also have apparently decided to abandon that corporate entity so the longer this condition persists the fewer options they have available to them.
My family's private investment fund in New Zealand purchased ADIANUTRITION.COM when it went up for auction the other day, so the website is back up for whatever that's worth. It will be decided later whether to preserve the ADIA name and ticker symbol or whether to wrap the Adia Nutrition probiotics products into a better strategy with a better name and a new ticker symbol. One has already been selected and the only thing Shelly and Bill need to do now is get out of jail (or stay out of jail) and get out of the way -- then new capital would be raised within the ADIA entity and details of the forward progress and future plans would be disclosed.
I'm not interested in publishing the audio recording right now. It would likely cause unpredictable problems and might adversely impact any SEC investigation or law enforcement response that may still be underway.
I will, however, give the recording to anyone who is willing to tell me who they are and why they care enough to ask for it.
Good question. What have you heard?
What's the story with Tony? I have an audio recording of a telephone call with the people who contacted ADIA and LVVV offering a scheme involving the creation of a class of convertible preferred stock which would be used to dump an infinite number of Common shares which would not be meant to hold any value. I reported them to the SEC and provided the audio recording and other information to help the SEC investigate and put a stop to their fraud. Tony laughed about the scheme when I discussed it with him.
Bill and Tony have apparently decided to dump an infinite number of Common shares which they do not seem to care about protecting the value of for shareholders. This is identical to the scheme that was offered to ADIA and LVVV -- anyone who would like a copy of the audio recording please contact me. The conversation made it very clear what the benefit was going to be to the company and what the harm was going to be to the shareholders.
It is an outrageous scheme that should be considered a criminal fraud, but in fact it might be legal under certain circumstances. I'm still hoping the SEC and law enforcement decide they are willing to do something about this.
How much of a cram-down bail-in haircut should the Adia Nutrition founders be forced to take for walking away from the business?
Do we force them to take a 100% loss to eliminate any dilution to owners of Homeland Forensics and Public Startup Company?
There will still be a probiotics business when the new capital comes in, so it's hard to justify requiring them to give up all of their shares... Opinions?