@JasonCoombsCEO
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Which is it? Bill Hodson has a plan, or Bill Hodson has gone into hiding?
I am raising new capital. You don't have the slightest concept of how wrong you are.
What's the market cap now? $250K based on 177M shares outstanding? Or is it more like $2.1M because everyone knows 1.5B shares will be outstanding soon?
The whole LVVV situation is becoming far less frustrating from my perspective because there's no longer any doubt what's going on here.
There's a Caveat Emptor OTC market tier where LVVV belongs:
http://www.otcmarkets.com/learn/otc-market-tiers
Caveat Emptor
Buyer Beware. There is a public interest concern associated with the company, security, or control person which may include but is not limited to a spam campaign, questionable stock promotion, investigation of fraudulent or other criminal activity, regulatory suspensions, or disruptive corporate actions.
Touched the 52-week low today, yes?
I'm still waiting for LVVV to explain, in any way at all, how it intends to create value for shareholders.
That's the nature of startups. Bill Hodson must build a team that will execute on his vision. If he has one beyond chewable energy drinks that nobody wants to eat.
Time for a pivot with the newly-incentivized recipients of those debt conversions! If they start creating value, in hindsight none of this will matter.
It would be very easy for Bill to be honest and transparent but instead he seems to prefer being stuck in the past, believing that honesty and transparency have no place in business.
It's like an episode of Mad Men every day. Or is that "Mad Man" ??!
Good things are happening for ADIA.
I'm glad you're here to keep it honest, please carry on.
It's just a matter of time now before the value of what we're building becomes apparent to everyone.
Resolving the minor problems caused by Bill Hodson seem very easy to me, and the final decision whether to spin out the probiotics business (with Bill as CEO or with somebody else selected by the Adia Nutrition cofounders as CEO instead) instead of spinning out Homeland Forensics is mine to make.
The ridiculous implosion of LiveWire hasn't caused a serious problem for any of the things I'm doing, and you can be certain that there will be no ballooning of ADIA shares before the spin-out is completed one way or the other.
It just doesn't matter that there is no better update that I'm willing to give at this moment -- I'm not going to spread false hopes or rumors, or engage in name dropping or other nonsense. Nobody should have any doubt that there is value in the ADIA shares at this time, because I am dedicated to creating it and what I'm doing is already working...
Contact me directly with questions, I have been letting people sign NDAs and promise not to trade the stock in advance of the public disclosures that will be made in the future when my efforts payoff for all of us as I believe they will. Anyone willing to sign an NDA is invited to consider in full forensic transparency detail precisely what is happening outside of the Shelly Singhal/Bill Hodson kingdom.
Sincerely,
@JasonCoombsCEO
831-241-4900
Looking at it now for the first time. I've been told that Bill Hodson is still the CEO, and that the spin-out of Homeland Forensics, Inc. will happen as-promised, but Shelly Singhal claims to have invested over half a million dollars in ADIA and he wants his money back as a condition of allowing Bill Hodson to complete the spin-out.
In my opinion there is still reason to believe that Bill and Shelly would rather self-destruct than create any value for shareholders. They have the right to take whatever time they need to get their act together but they do not have the right to commit fraud nor do they have the right to hold my shareholder list and the forensics business hostage waiting for a ransom payment from me and my investors, and that is precisely what they appear to be doing.
That's the funniest thing I've seen today. Thanks.
Wish we could "Like" or "Thumbs Up" on iHub.
I think your grammar is off, though. Should be "its" singular pronoun not "their" plural pronoun -- see:
http://www.dummies.com/how-to/content/how-to-select-pronouns-for-collective-nouns.html
Under normal circumstances, yes, but in this case the issuer is not current in its reporting obligations and given the pending criminal prosecution of Richard Weed you can be certain the SEC is looking at LVVV's S-8 filing and deciding whether it approves of what Bill Hodson is doing. In practice the S-8 filing gives the SEC a red flag especially in the case of a former shell company reverse merger with a history of questionable conduct and affiliation with suspected bad actors. The Commission absolutely can revoke the issuer's authority to issue S-8 shares. See:
https://www.sec.gov/rules/final/33-8587.pdf
"an entity may use Form S-8 to register offerings of securities pursuant to employee benefit plans only if:
the entity has filed all reports and other materials required to be filed by Section 13 or Section 15(d) of the Exchange Act during the preceding 12 months"
Apparently LVVV wasn't suspended yesterday despite the obvious need for a trading suspension to protect investors. How many legal problems will Bill Hodson create for himself with this S-8 and his new 1.5 billion share structure? It seems like suspending trading of LVVV stock would be in Bill Hodson's best interest, too! See:
http://calcorporatelaw.com/2012/08/use-a-form-s-8-go-to-jail/
The S-8 filing requires SEC approval.
Presumably the zero volume today in LVVV indicates that, like us, the SEC does NOT approve of what Bill Hodson has been doing and will now take steps to intervene.
Just seeing the zero volume today, trying to find news.
FYI, if the SEC has halted the stock there should be a notice to that effect. Also, it won't be the SEC that will take Bill Hodson into custody it will be the FBI or local authorities, the SEC is not a law enforcement agency.
At current bid $0.0025 selling 1.5 billion shares would result in more than $3M ... the only rational reason to increase the share count in this way is to make room for millions in new capital to come in at a price agreeable to the investors.
If the company has a commitment of capital this substantial, that would be very good news. Increasing the share count without explaining why is simply outrageous and it looks like fraud.
What is Bill Hodson thinking he will get out of massive dilution and refusing to provide investors with adequate current information about his registered securities?
If LVVV doesn't improve the quality of its public disclosures then I predict the SEC will take action on this and suspend trading of the shares. Especially now that the share count is being increased to 1.5 billion without any explanation from management as to how this benefits anyone.
This is looking more and more like a criminal fraud rather than a legitimate company.
I will reiterate, you are wrong about the situation with ADIA/Homeland Forensics.
I do expect Bill Hodson to do the right thing, but your notion that I am sitting and waiting for that to happen is completely incorrect.
If Bill Hodson does not do the right thing then LVVV will cease to exist but ADIA will continue to move forward. You can bank on that. The only reason that ADIA might fail to emerge from this predicament is that I cannot guarantee that I will live long enough to solve all of its problems and raise the new capital we need. When our team is funded again, we'll have an insurance policy to protect the company's stakeholders from this risk and the funding will mean that I am no longer the only person upon whom the future growth and capital formation depends.
I know how much a single person can accomplish, and you can be certain that in this case it is only a matter of time before we begin to scale up this business. Regulation A+ goes into effect in June, and this WILL open the door to raising capital. You can bank on that, too.
The person who seems to be waiting in this situation is Bill Hodson. Ask him why, and for what. Maybe he'll tell you.
You can slice the facts of the case in that way if you prefer, as clearly you do, but it would be my testimony that trades placed while in possession of the material non-public information are presumed to be "based upon" that information unless, as you say, there is some affirmative defense such as prior arrangement to execute said trading strategy.
In any event, you are correct that it is up to the courts to decide. Hopefully in this case we'll see in the future at least an administrative court doing just that because I think it's warranted, despite how much I like and respect you.
I'm drawing no legal distinction between the toxic lender and the company. In my expert opinion the toxic lender becomes an insider the moment they make a toxic loan and/or the moment they acquire a naked short position in advance of making one in exchange for a toxic convertible debt instrument. This is no different, in my expert opinion, from a purchase of convertible Preferred shares and the party who purchases said shares is by definition in possession of material non-public information until such time as that sale of convertible Preferred is disclosed publicly.
If you bought another tranche of toxic convertible debt and are naked short selling based on your material non-public awareness of this fact, then under the current administration and the political and economic reality today, Mary Jo White is going to do something about this wrongdoing and you'll very likely pay a higher price than you expect because you're supposed to be barred from this activity as a "bad actor" -- clear enough for you now?
With good management and products people care about, it doesn't take millions in capital to grow revenues and emerge into becoming a growth company that has something meaningful to say for itself and to offer shareholders in the form of a registered class of securities.
The crowdfunding you're referring to is also backwards-looking -- plus, you're comparing apples to oranges. Crowdfunding presently involves customers placing risky pre-orders, or donors giving gifts without even receiving a tax write-off in return for their charity.
Regulation A+ equity and debt securities crowdfunding will be nothing of the sort. It will be a brand-new market of mini-IPOs.
Bill Hodson cannot legally sell shares of LVVV to nonaccredited investors, as you know. His sources of capital for his registered public company are therefore limited to certain Accredited investors, friends and family, and toxic lenders.
Under Reg A+ the promotional effort that brings in retail investor demand already can and will result in crowdfunding. This is not in doubt. I think you underestimate the impact and importance of a simple, sustainable, economical means of receiving direct investment from people who are not actively crashing the public market price by dumping their shares.
It is obvious to me that even Bill Hodson could attract more capital through crowdfunding than he can by trying, prematurely, to act like a registered public company when what he honestly is looks more like a startup.
We're not talking about Reg A -- your knowledge is backwards-looking.
We're talking about Reg A+ which goes into effect in June.
There is no requirement to register or qualify state-by-state under Reg A+ and the shares sold automatically qualify for resale exemption and 15c211.
This JOBS Act Rule is the first to allow crowdfunding. Your expertise with old regulation and market realities simply does not apply to cyber finance.
I'm still expecting a resolution without litigation, but no information about what's going on with LiveWire or Adia Nutrition has been forthcoming from either Bill or Shelly.
It is in everyone's best interest for Bill and Shelly to grow their public startups, and to do so without perpetrating securities fraud.
Regulation A+ is going to be available for ADIA but not for LVVV unless Bill files Form 15 to deregister the LVVV Common Stock.
If Bill can't raise capital from non-toxic investors, such as by registering new LVVV shares and offering them to the public in a secondary public offering, then he should deregister LVVV so that LVVV will become eligible to conduct a secondary public offering using Regulation A+ instead.
If Bill is going to raise capital for Adia Nutrition using Regulation A+ then he should do that so Homeland Forensics and Public Startup can go private then raise capital using Regulation A+ also.
It has taken months just to reach the point where Bill and Shelly are expected to provide a reasonable solution to the problems they've created for ADIA -- if Bill abandons LVVV in order to finish the Homeland Forensics spin-out and use ADIA to raise capital, that would be just as wrongful and outrageous as the present circumstances.
At some point Bill simply needs to do the right thing or resign and go away. I do not know which option he's going to choose, and I'm waiting for a decision.
Public Startup Company had substantial input on the final Regulation A+ Rule which was published today by the SEC. The final Regulation A+ Rule will go into effect in June, 60 days after publication in the Federal Register.
The name "Public Startup" occurs 36 times in the final PDF of the Rule and I am cited by name 5 times. The SEC staff recognized the substantial effort and time we invested in sharing our vision of the future for startups that raise capital directly from the general public but without relying on the "Regulation Crowdfunding" model contained within Title III of the JOBS Act.
Unlike Regulation A+ public offerings which occur under Title IV of the JOBS Act, in a Title III "Regulation Crowdfunding" public offering the company will be required to conduct its offering through a registered funding portal. Regulation A+ is designed to meet the needs of mature companies as well as sophisticated startups that intend to communicate with the public on an ongoing basis and to support a secondary market for the issuers' investment securities.
See my tweet, and the link to the SEC's PDF here:
https://twitter.com/JasonCoombsCEO/status/580894482532425728
3Me, Inc. is the former name of Adia Nutrition, Inc.
After Shelly Singhal promised funding and a spin-out for Homeland Forensics, Inc. the parent company, the Nevada corporation, changed its name to 3Me, Inc.
See: http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7772832
It is very difficult to know how much influence the people who are reportedly now gone from the picture each had on Bill Hodson.
If you examine, forensically, at least in a thought experiment, how much physical labor Bill Hodson must do in order to manufacture and distribute product and multiply an estimate of the hours he must spend pouring raw ingredients, pulling levers and pushing buttons, to manufacture batches of chews, granola/chew mix, and probiotics then packaging them for sale, you don't come up with a substantial number of hours of work for the current volume of sales.
Whatever other work the people who are now gone influenced Bill to believe he should spend the rest of his time doing, it is my considered opinion that LVVV is better off now that Bill has the freedom NOT to spend any of his time doing those other things going forward.
Pumping up the public market and encouraging trading of the shares can produce short-term activity but as we can all see clearly now that behavior does not create ANY shareholder value. Bill should never have agreed to help pump anything just so his friends, or anyone, could dump shares at higher prices either to get an exit OR TO RAISE CAPITAL FOR LVVV.
Glad we agree: not all doom, gloom and fraud.
That was more than 30 seconds but Bill did promise
1. no more toxic debt financing, and,
2. he will create value for shareholders.
The only defect in the promise was that it did not explain how LVVV will, under Bill's sole executive authority, produce profit and raise capital without excessively diluting the holders of the 170 million outstanding shares.
Also, it appears to me that he disclosed material non-public information in the form of the current shares outstanding which isn't published accurately on OTC Markets website (or anywhere else, such as in an SEC filing, currently) -- somebody should tell him he is required by Regulation FD to publish that information in a previously-disclosed location and to all shareholders and potential shareholders simultaneously. The 35 times the YouTube video has been viewed thus far probably doesn't satisfy Regulation FD, not when he hasn't provided the same information via SEC filing and/or an update to the OTC Markets profile page for LVVV.
http://www.otcmarkets.com/stock/LVVV/profile
A greater-than-10% increase in the shares outstanding is considered a material event. He may be required to file an 8-K with a transcript of the YouTube video and its URL now that the news has been released out-of-band. Will this detail get taken care of properly? Is Bill capable of being a reasonable CEO? People are watching and wondering... though not many.
Bill, there's no cost to file an 8-K, and the SEC has a website that does all the EDGARization work for you.
Reading only part of my comments then replying out of context doesn't help create conversation nor comprehension.
LVVV has just as much potential as any other startup -- most startups fail and go out of business entirely, so Bill Hodson must repair his defective business decision-making or that will be the outcome here, too.
If he gets on with it now that he is the sole Director/Officer and if he stays away from toxic debt financing then the market cap should rise substantially. Right now the market cap stands at just 10X median household income!
For LVVV to be valued any LESS would be absurd, if Bill stops pumping out toxic debt conversions and starts producing MORE than the median household income.
However, if Bill is going to pump out toxic debt conversions forever then everyone will just watch him as he gets his "exit" and goes away. That, too, is how most OTC-quoted companies end up, apparently. I believe this norm is changing, however, with the help of SEC enforcement against microcap fraud, and that this together with the JOBS Act regulations coming next year will either turn the OTC market into a reasonable venture exchange or there will be a brand-new "regulation venture exchange" for public startups.