@JasonCoombsCEO
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Yes, I still think that's likely to happen but that possibility is already priced-in. The LiveWire business would survive having its CEO spend some time investigating the prison industrial complex.
The time for pessimism is well and truly over.
I don't believe any more bad news is possible unless management intends to endlessly dilute everyone and steal all the value of the stock fraudulently from outsiders. Fear that this might happen is understandable, but there doesn't appear to be good reason to expect that it will.
The fallout from the mistakes and the bad actors is done. The toxic debt price discovery is finished. Everyone can thank Curt Kramer for keeping LVVV in business long enough to have a chance to grow.
From this point forward even poor sales results cannot possibly be fatal to the rest of the startup process, and small revenues are fully priced-in now. Like it or not, startups often require 10+ years to launch and find traction. Nobody who has experience with startups is surprised by this fact.
Nobody should invest in a company that gags its transfer agent.
You're very confused and you're having trouble comprehending some of the details here. I suggest you look here to see for yourself that LiveWire Ergogenics has not terminated its SEC registration:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001421289&owner=exclude&count=40&hidefilings=0
When and if it does so, there will be a Form 15 filing just like ADIA's:
http://www.sec.gov/Archives/edgar/data/1160420/000116042008000015/form15.txt
There was no better way for PivX Solutions to remain quoted OTC than to deregister. The alternative was going to cost hundreds of thousands of dollars, minimum. It saved hundreds of thousands of dollars in unnecessary expenses for PivX to deregister, and deregistering created no barrier to launching ADIA while spinning out Homeland Forensics to the shareholders in the process.
The only reason the spin-out has not been completed yet is that Wen Peng and Shelly Singhal violated written contracts and attempted to use ADIA stock as part of a stock fraud which I was forced to report to the FBI.
If Bill Hodson honestly believes it is in the best interest of shareholders to deregister LiveWire then this will allow LVVV to remain quoted indefinitely via the OTC Pink marketplace. It is very easy to keep the shareholder registry up-to-date and to be honest about how many shares are outstanding. Your fear-mongering about not being able to find out how many shares have been issued is nonsense. If the company's transfer agent is not gagged then they will verify share structure when anyone asks for that information.
You've been wrong much of the time, too.
What reason do you have to believe LVVV will de-register with the SEC and stop filing reports? If that happens, under Rule 144 the company's restricted shareholders would NEVER be eligible to sell their shares because LVVV is a former shell company.
Your entire premise is that LVVV is doing things that harm shareholders and help its crooked insiders. Allowing the company to become non-reporting would not help insiders at all, and it would put an instantaneous halt to the creation of any new free-trading shares which would help shareholders.
By your rationale over the last year the only thing LVVV simply cannot do is the thing you're saying they will now do, because if they do terminate their registration with the SEC only the outside shareholders will benefit.
It is standard advertising cost/benefit analysis.
Marketing 101 educational materials usually convey the same idea:
at most you will capture 10% of the market and at most 10% of the people who see your advertisement will buy what you're selling, so make sure
a) the market is big enough that capturing 10% of it actually matters, and,
b) that the money you receive in gross profit from successfully selling product to 10% of the people that you pay to reach through your advertising campaign will actually yield a net profit after the cost of your advertising campaign and other factors are taken into account.
What I understood him to be saying was the normal business advice of "plan for only 10% sell-through on your advertising spend" rather than disparaging the taste of the chews by saying that only 1 in 10 will find the taste appealing when they do decide to try them.
The former is standard operating procedure of capitalist free market economics. The latter would be a disaster unless the product is SUPPOSED to taste bad for some novelty reason, like the "every flavor beans" in Harry Potter that kids love to eat because they taste horrible.
Sarbanes-Oxley has nothing to do with whether a company is traded on the Pink Sheets or not. As long as LVVV remains a registered issuer, with a class of securities registered with the SEC, it will be subject to the small business rules for Sarbanes-Oxley even if LVVV is no longer traded via the OTC Markets at all for some reason (such as a trading suspension that might be ordered by the SEC in cases of fraud). See:
http://en.wikipedia.org/wiki/Sarbanes%E2%80%93Oxley_Act#Sarbanes.E2.80.93Oxley_404_and_smaller_public_companies
http://en.wikipedia.org/wiki/Sarbanes%E2%80%93Oxley_Act#Sarbanes.E2.80.93Oxley_Section_906:_Criminal_Penalties_for_CEO.2FCFO_financial_statement_certification
Interesting that the change to OTC Pink has already happened. If this was by choice to save money by avoiding the annual fee for OTCQB membership then the 180-day grace period is irrelevant.
A good sign that management is finally making choices to conserve rather than squander limited financial resources?
I don't think "de-listed" is the right terminology for being downgraded to the OTC Pink marketplace. Furthermore, there is a 180-day grace period before LVVV will become ineligible for continued participation in the OTCQB:
http://www.otcmarkets.com/marketplaces/otcqb
http://www.otcmarkets.com/services/companies/otcqb/requirements
http://www.otcmarkets.com/content/doc/otcqb-fact-sheet.pdf
http://www.otcmarkets.com/content/doc/otcqb/standards.pdf
2.3 Standards for Continued Eligibility
2) Have proprietary priced quotations published by a Market Maker in OTC Link with a minimum closing bid price of $0.01 per share on at least one of the prior thirty consecutive calendar days. In the event that the minimum closing bid price for the Company’s common stock falls below $0.01 per share, a grace period of 180 calendar days to regain compliance shall begin, during which the minimum closing bid price for the Company’s common stock must be $0.01 or greater for ten consecutive trading days;
There's no profit available to toxic lenders if they do what you describe.
Try converting a Note at $.006 to sell millions of shares at the bid in order to attempt to realize your profit. Not going to happen. Not even if you can convert at $0.003 instead. If you're the toxic lender, converting and dumping the shares at the bid may not even return your capital to you and it obviously won't compensate you for the risk you've taken with your capital.
Toxic lenders need high bids and liquidity at higher prices, at some point in the life cycle of their toxic investment, or the business model simply doesn't work.
When I was contacted in 2008 by Curt Kramer, and agreed to sell shares to him, the stock immediately traded down on volume. His team was on the phone with me while they were selling -- the purchase of shares directly from me appeared to cover the short they had already placed in the days prior to settlement, and they "negotiated" the price of the stock purchase each day lower and lower as they complained that the market price of the shares kept falling.
There was no news, there was no leak of inside information from my office, it was perfectly clear that they were actively shorting the stock and bidding for a cover from the issuer.
I have written to the Chair of the SEC complaining about this practice. It is absurd that the federal securities laws currently require companies like LiveWire to raise capital in this way. Maybe the JOBS Act will finally go into effect in 2015 to put a stop to the nonsense.
Happy New Year.
ADIA is both a probiotics business and Homeland Forensics.
If Bill Hodson abandons and dissolves the probiotics business, depriving the shareholders of any value and trying to prop up LiveWire with the probiotics assets and opportunities instead of operating ADIA for the benefit of its shareholders, then he will be sued personally for doing so.
Salvaging investor rights and the assets and opportunities of the cybersecurity, social media and forensics business from the self-destruction of Bill and Shelly will be less expensive later than it is right now. Prior to taking legal action it must become clear what the situation is and how the legal action will result in a recovery or a remedy. That is not clear at this time, and it would be truly ridiculous to spend hundreds of thousands of dollars pursuing that clarity the hard way.
There most certainly is litigation hanging over Bill's head. Presumably that litigation is of little concern to him compared to the potential criminal prosecution he is facing if he was conspiring with Weed and if that conspiracy has already caused the harm it appears to have caused to the LVVV investors.
You're wrong. Pre-litigation can take years. Lawsuits and appeals can take years. I've already invested eight years into the turnaround of PivX Solutions, and if you think I'm done then you truly know nothing about this situation.
Nobody knows except Bill Hodson and Shelly Singhal, and they aren't talking.
There is a very real possibility that the only thing left will be my legal claims against Bill and Shelly, and the other shareholders' legal claims against them and against me. The right to file lawsuits expires for most people but will never expire for me, so in the end it is my job to ensure that everyone who was promised equity ownership of PivX/Homeland Forensics receives shares of the company even if the ADIA ticker and the Nevada Corporation and the Adia Nutrition brand all cease to exist.
Has anyone seen any reason to believe that Bill or Shelly intend to continue to operate ADIA? I haven't, and there is no reasonable explanation for why not.
Indictments can be amended, and separate charges filed, and cases merged or split apart, but in the end the prosecutor doesn't have the resources nor the political mandate to find and prosecute every single offense. For many criminal statutes, an ongoing sequence of actions over time might only constitute a single criminal offense.
It is very likely that Weed engaged in the same wrongdoing in every instance where he would benefit financially by doing so. The question is whether Bill Hodson knew it was wrong but participated in it anyway. If the answer to either question is NO then there's probably no benefit for the prosecution to drag LiveWire through the mud in court.
What I want to know, if Bill Hodson is not guilty of any offense, is when the positive proof of regulatory compliance and lawful business dealings will be disclosed by Bill to put this question to rest conclusively. It would be very encouraging, in doing so, if he would buy out Shelly Singhal or otherwise relegate Shelly to the position of minority stakeholder with no possible path for Shelly to claw his way back into a position of control over ADIA.
I am still waiting to see whether Bill Hodson steps up as CEO of ADIA and takes care of these unresolved issues. If he does not do so or if he and Shelly decide to fight legal battles then I do not believe ADIA will continue to exist.
It means stay away from WEED stocks.
The purpose was to let somebody more trustworthy than Shelly run and control the company, for whatever it ends up being worth to anyone. As you know, I agreed to sell my Preferred shares in 2011 in order to take PivX Solutions private.
I have no desire to run a probiotics company. Agreeing to help launch Adia as part of going private while I rebuilt PivX was not supposed to have facilitated any acts of fraud, and in any scenario going forward there will be no acts of fraud by anyone in connection with ADIA as long as I am still alive. If the only way to guarantee that no fraud is perpetrated is to remove Bill Hodson and litigate to enforce contracts then that's where we're going next with this long-term turnaround effort.
Your concept of "unqualified to be CEO" is absurd, and you know it. Have you encountered the legal principle of "defamation per se" before? If not, you will in the future if you continue your pattern of harassment against people who find it less entertaining than I do.
It's easy to criticize and label as "mismanagement" the slow, small-scale non-public product engineering and business development of a startup. The things that create actual value and growth potential for Homeland Forensics have nothing to do with Shelly and Bill nor with any ridiculous or wrong-headed wasteful spending and mismanagement -- my sole concern here is to make certain that if I permit Bill to continue forward on his current trajectory that no fraud will ever occur as a result. If I cannot be certain of that then my sole concern is to make sure that the shareholders are not deprived of the future value of Homeland Forensics in the process of the final dissolution of Adia Nutrition, Inc.
You just don't understand. The Preferred shares were transferred in 2011 and the choice I had to make in January was to repurchase the Preferred and fight with a bunch of people who, like you, were still accusing me of wrongdoing, or choose instead to focus my efforts on things I could do something about -- such as resolving the SEC investigation.
I did not do as you claim and transfer my shares in January.
Nobody has been harmed by my decision not to require escrow.
I needed to see what Bill and Shelly would do. Whether to allow them to offer and promote shares of stock to the public partially in my name depends on their integrity.
If they cannot be trusted unless there is a police officer standing over them watching their every move then they can't be allowed to control the company. Period. Show me how your idea of escrow would reveal that?
They must be allowed to show their true colors, and if they demonstrate that they are honestly building valuable businesses working together then nobody has any right to stop them.
I already stopped Shelly from deceiving the transfer agent for ADIA and the tens of millions of shares of stock he attempted to issue fraudulently were blocked from becoming free-trading. It is frustrating that such oversight of his activities is needed to protect shareholders, but that's what is now being resolved conclusively one way or another by recent events.
Meanwhile, you will recall that I had to deal with an SEC investigation and that put my plans on-hold anyway. Your idealistic notion of how things are supposed to be done just fails to work in the real world unless you or somebody like you provides millions of dollars in capital and is happy to see it being spent on lawyers.
The remedy IS BEING FORCED. There were specific promises made of new funding and renewed growth for ADIA by permitting the remedy to be implemented in economic time.
You can hurl uninformed insults all you wish, your words do not change the fact that my position as CEO and director of ADIA was not necessary in order to force the implementation of the remedy that was promised.
It will be better for everyone concerned if the amount of force required to conclude the promised actions is small and does not require Bill and Shelly being sent to prison together in the process.
Do you honestly know nothing about the history of ADIA?
Shelly Singhal purchased my 5,000,000 Preferred shares with 5:1 voting rights. He then issued tens of millions of new shares in exchange for no capital, in violation of written contracts that prohibited him and ADIA from doing precisely that.
When Bill Hodson promised to stop that nonsense and cure the breach of contract, and when Shelly promised to transfer the Preferred shares to Bill, so that ADIA could remain a probiotics company as the co-founders and many of the legitimate investors in Adia Nutrition requested, what reason did I have to refuse?
Either there will be a spin-out of Homeland Forensics as-promised, after which Bill and Tony and Shelly and whomever they wish to add to their team will keep doing what they're doing, or ADIA is going to be renamed Homeland Forensics and then you can insult me as I finish rebuilding the cybersecurity and forensics business that somebody else ran into the ground and left with millions of dollars in unresolved debts.
I have already worked diligently since 2006 to resolve those past conflicts and to build a viable foundation for the relaunch. The final step in terms of corporate restructuring now hinges on the outcome of the uncertainty over the immediate future of ADIA and Bill Hodson.
Bill Hodson is irrelevant to ADIA if he does not prove himself innocent of wrongdoing in connection with LVVV.
I will turn ADIA around myself if the problems you and I believe exist at LVVV are indeed linked to Bill Hodson rather than to former director Richard Weed and others who acted on their own without Bill's knowledge.
I agree completely but Shelly and Weed also pose serious problems. How is Bill going to handle them when he isn't willing or able to talk about them?
There's a lot more than $22K if the deferred revenue was deferred for the correct accounting reasons.
The failures you cite can be explained and cured by a trustworthy CEO.
Not everyone who is being negative is being labeled a "short" -- but there almost certainly is naked short selling happening here around the toxic debt from Curt Kramer.
I enjoy your point of view but the stream of irrational abuse, defamation and harassment must stop. Please do not send me any more private messages, your comments are obviously intended to cause harm and they serve no other purpose.
Your latest assertion that LVVV and ADIA are only losers because of me is astonishing. In your mind the shares of both companies are valuable and people should buy them, when you're alleging that I am unfit to be in business and that the whole family of companies would be good investments if only I weren't involved in them, but when it doesn't help you to disparage and defame me then you go right back to asserting that the companies are all worthless and anyone who buys the shares is going to lose their money.
I was justifiably concerned about creating a sale of ADIA to LVVV that would possibly result in the ADIA shareholders (myself included) being future sellers of fundamentally worthless LVVV stock.
Short sellers can profit by being right about how worthless something is, there's absolutely nothing wrong with that in my opinion, but it is wrong to sell a company (or to lend money to a company, as I believe you have done, Curt.) in exchange for a short position in the company's shares. This is not just "toxic" it is criminally-illegal insider trading. If you don't believe me, call the FBI and ask them yourself.
When there is substantial doubt about the legitimacy of LVVV as an investment security, as there was last year and still was when I agreed to appoint Bill Hodson CEO of ADIA in January, the only way forward (if the majority stakeholders in ADIA insist on a merger with LVVV, which they did) is to ensure that the companies merge slowly.
Permitting ADIA shareholders to dump LVVV shares after a 6-month holding period would have been fraudulent, in my opinion. I have already made it clear that the ADIA shareholders should file a lawsuit against me if they disagree. I stand by my decision to step aside in January based on the promises that were made.
It is totally irrelevant that the ADIA shareholders might have been empowered to dump LVVV shares back in July if a sale of ADIA to LVVV had occurred in January, and your assertion that my decision not to create such an outcome somehow deprived LVVV shareholders of value is ridiculous.
Did I deprive the ADIA shareholders of the opportunity to profit by helping to crush LVVV by dumping free-trading shares starting in July? Absolutely. Purposefully. I would do so again without hesitation. The LVVV shares were obviously not capable of holding the value of an ADIA/LVVV merger unless the ADIA stakeholders provided LVVV with a substantial amount of new capital.
Thus, the only non-fraudulent way to sell ADIA to LVVV was for LVVV to issue Warrants, in which case the ADIA stakeholders who wanted to provide LVVV with new capital could acquire shares for cash and then start liquidating after a 6 month holding period (if LVVV had properly disclosed the existence and exercise of the Warrants issued to ADIA).
Your assertion that my unwillingness to help the ADIA stakeholders (Shelly) crush the LVVV Common stockholders with future sales of worthless free-trading stock makes me unfit or unqualified is outrageous and legally actionable. Please stop. Seriously.
I am still waiting for a response from the attorney for Shelly and Bill. Circumstances and timing suggest that maybe Shelly was granted shares by Bill in January after all, illegitimately, with the help of Dick Weed, and maybe Shelly is the seller who crushed LVVV along with you, Curt. If so, I hope Shelly is sent back to prison, and for longer than 9 months this time.
For those who have followed along since 2013 everything I have ever written here, including my educated guesses about what the problems might be at various points in time, has been shown to be correct.
I sincerely believe that LVVV stock is dramatically under-valued at a penny per share, IF AND ONLY IF BILL HODSON IS TRUSTWORTHY AND HONEST.
If Bill is not trustworthy, if he has been conspiring with Dick Weed and Shelly Singhal and others to perpetrate a fraud on the Common stockholders then LVVV is worthless and Bill is in deep, deep trouble.
It would be very easy for Bill to demonstrate that he is trustworthy. What I cannot understand is why he doesn't do so, and why he continues to accept toxic financing instead of raising capital in a legitimate manner.
If Bill stops the toxic nonsense and demonstrates conclusively that there are no deceptions taking place, then LVVV is worth at least $0.05 per share and the company should have no problem growing. If he doesn't, then he will never get out from under the weight of the problems his bad judgment and his desperation have already caused.
I'm willing to forgive his previous deceptions, but only if he provides a full explanation and demonstrates he is serious about reform.
Whose IP address are we reporting to SEC?
It is not a LIE to remind you that Shelly Singhal and the other owners and co-founders of ADIA had the right to appoint a new CEO.
To assert my will entirely at that moment would have required a number of actions including forcing Shelly to comply with our contract permitting me to repurchase the Preferred shares of ADIA.
I was happy to let Bill Hodson take over as CEO of ADIA instead of repurchasing the Preferred shares because he assured me that Richard Weed was no longer involved in Livewire and Asher was no longer its source of funding and he would comply with regulations (where Shelly had refused to do so) to finish the spin-out of Homeland Forensics.
There was no reason to believe Bill had made any false statements at the time. Show me one false statement, or even one false promise, made by Bill prior to the events from January to the present.
My conditions for agreeing to name Bill as the CEO of ADIA were simple, and the reason for doing this rather than selling ADIA to LVVV was obvious: in the event things did not work out as promised, appointing a different CEO and a new Board is far easier to accomplish than reversing a sale.
If LVVV had purchased ADIA then the ADIA shareholders would be looking to sell their LVVV shares right now. How do you think that would have worked out for everyone?
You have no right to accuse me of being unqualified or inept. Please stop making such statements. If you can't understand that Shelly's bad acts did not result in the loss of his shareholder rights then you should call the FBI and the federal prosecutor to ask them why they didn't confiscate Shelly's shares of ADIA stock when he was convicted of tax evasion. I happen to know they confiscated other things, why not his ADIA stock? It's because, as I said, nothing Shelly did with ADIA had anything at all to do with his criminal conviction. This is NOT a LIE.
Everything you wrote seems true and correct to me, but you failed to mention that jailbird Shelly Singhal is one of the co-founders of ADIA, with his wife and two of their family friends.
When you create a company, launch a probiotics product, get it distributed in a significant number of retail stores, and then get convicted of tax evasion for something you did a decade earlier, come back here afterward and then let's talk about whether you still have any rights as co-founder and co-owner of your probiotics business.
You imply that Shelly and the other co-founders of ADIA lost their rights when Shelly entered a guilty plea for tax evasion, but there was absolutely no connection between ADIA and the tax crime. On what basis do you now believe that the former CEO of ADIA should have refused to resign so that Bill Hodson could carry out the business strategy preferred by the co-founders of ADIA?
My business strategy for the future of probiotics would have been very different from whatever Bill and Shelly are doing, but you cannot claim that they did not have the right to decide their own strategy.
Asserting that Shelly had no rights in such a situation, just because you enjoy knocking people down and seeing things burn, is no different from saying that Mike Brown lost the right to life when a Ferguson police officer decided to accuse him of assault and attempting to flee a lawful arrest.
If LVVV were as unprofitable as AMZN they could afford to buy the bridge!
I want proof LVVV intends to be profitable.
Asserting that you know things about LVVV constantly while claiming to be buying every day looks fraudulent to me.
And then refusing to believe that Dick Weed was still involved, while ignoring the fact that millions of shares trading at $0.14 for months cost victims a million dollars in losses as a direct result of fraudulent activity that looks EXACTLY like the recent case in which the SEC filed a lawsuit, this gives the appearance of something nefarious, something other than speculative investing based on your idea that LVVV is a legitimate investment opportunity.
I cannot understand endlessly defending people who do not appear to deserve the benefit of the doubt any longer. Innocent until proven guilty, but the evidence of guilt is overwhelming if the innocent won't speak and none of the actions of an innocent person are evident, either.
Cute, but the SEC has no power criminally. They can only file lawsuits and slap Tony and Bill on the wrist for violating regulations.
If anyone is going to prison, law enforcement must take this seriously and do something about the criminal activity taking place -- if Bill and Tony and Shelly and Dick Weed have been conspiring to defraud while accepting toxic loans and purposefully crashing the LVVV stock price to benefit the toxic lenders (Asher and anyone else who has been promised convertible debts priced at a discount to market) then I expect to see criminal charges against them all soon.
Who cares whether the SEC files lawsuits. Really.
Value of my tech startups can't be extinguished by a few bad acts or insults from fraudsters or people associated with fraudsters, toxic debt financiers or short sellers.
I'm the first person who will agree that I made mistakes trusting Shelly and Bill. No doubt. But you don't know all the details of the events leading up to both of these mistakes, and I stand behind my decision to trust them. It was the right thing to do at the time for reasons that were completely beyond my control.