@JasonCoombsCEO
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I think you need to read this SEC web page to learn more about what's going on with LVVV:
http://www.investor.gov/news-alerts/investor-alerts/investor-alert-dormant-shell-companies-how-protect-your-portfolio-fraud
Also, here's a press release dated October 30, 2014:
http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370543327365
LVVV is systematically stealing from its shareholders by pumping the stock to bring in victims and dumping shares in the form of toxic debts and new shares issued to affiliates.
Richard Weed is reported in the latest 10-Q as a "related party" -- you are holding shares that LVVV has no intention of building a legitimate company around, there's nothing here but toxic debt and endless ridiculous spending that is only possible because investors do not understand this form of theft or they think they can get out by selling to a greater fool before it's too late.
What are you talking about?
Good point. I will work on an update and publish it as soon as the attorney responds. Now that LVVV has filed its 10-Q and there is still no mention of ADIA it is my expectation that Bill Hodson will resign as the CEO of ADIA.
Precisely. The new strategy is direct sales via the Internet because distributing to retail stores didn't work. Reasonable people START WITH THE DIRECT SALES VIA THE INTERNET in the modern world. LVVV is operating according to a decades-old playbook that is no longer relevant!
Richard Weed's crimes and LVVV's thefts will result in jail time and financial losses for several people. I will not allow ADIA to be dragged down with this sinking ship. Good luck.
Still they couldn't afford to pay ADIA annual filing fee with the Nevada Secretary of State? Amazing.
10-Q full of mistakes. Incomprehensible. Missing data and more refusal to be properly forthcoming.
Also, Richard Weed is still a related party. Simply outrageous that Bill Hodson keeps pumping up and dumping out shares through his affiliates and his toxic debt lenders. Operating expenses are reported as being far in excess of product sales.
GROSS SALES will have to more than triple to even begin to approach the amount being spent in cash after borrowing toxic debt and dumping shares.
LVVV does not appear honestly to intend to ever produce a profit for anyone except insiders and affiliates who extract money from retail investors. They should not be allowed to get away with hyping non-existent value with false promises and misleading press releases.
The price can't go below $0.0001 and presumably it will recover, just like it did last time, if LVVV comes up with money to pay the convertible debt holder rather than allow them to convert at the low.
The worst-case scenario is even worse than that, though. If LVVV is now employing the "business development company" scam that was being offered to it and other OTC companies then the stock will just be reverse-split and new shares will be authorized and the selling will resume, at a higher price per share, until it once again hits $0.0001 -- this is exactly what happened with APRU so damnit don't you think the guy who bought APRU should tell the buyers of LVVV if he intends to follow the APRU playbook??
If LVVV is a criminal theft being perpetrated through turning "registered securities" into nothing but an "artifice to deceive" then Bill Hodson should be put in jail.
Failing to provide adequate disclosures and ignoring the appearance of wrongdoing that emerges when promises are made but no follow-through happens is outrageous. LVVV must make it clear what is going on here, and what its intentions are to realistically create value for shareholders.
If the company does not intend for the Common stock to hold value, and only the Preferred stock is intended to hold value, then it must say so.
Good question. If they file Form NT-10Q then we will know approximately when to expect the 10-Q -- here's the range of possibilities reflected on the form itself:
"The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof will be filed on or before the 15 th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date;"
and here's the previous NT-10Q filing:
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=10149748
As I have said before, it is outrageous that Bill Hodson has not once ever included any information about ADIA in any of his SEC filings for LVVV. If there is no information about ADIA in this next 10-Q then it will be very difficult for anyone to know what's going on without filing a lawsuit.
If they taste like Coffee Nips but aren't so damn hard on teeth, the new coffee chews could become a phenomenon.
Choosing not to wage a shooting war at this time does not mean that I'm getting nowhere. My efforts to develop Homeland Forensics are continuing and that is what I care about. The probiotics business has value and it should be able to grow and provide each of the shareholders with a long-term asset that remains worth owning.
I will fight to protect shareholders' rights, but I prefer to do so as an activist and whistleblower rather than as a party to lawsuits if the former is at all possible.
I believe clarity will come with the next 10-Q filing by LVVV.
I have worked in forensics for almost 20 years, I know how pre-litigation works. There is no reason to believe that ADIA is losing anything while I give their attorney the time he has requested.
The real question is what the problem is? And if the problem is Asher, again, then the next question is how can they expect to be allowed to keep the money this time if Asher is raising it for them by naked short selling and debt conversions? Curt Kramer was told to stop doing such things, and I'm pretty sure the SEC meant what they said.
Perhaps the financing strategy for ADIA and LVVV under Bill's leadership consists of breaking the federal racketeering ring which is illegally interfering in Curt Kramer's right to sell short and convert lawful debts.
http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370540410863
As unhappy as Bill Hodson's reliance on Curt Kramer for capital makes me, I do understand that the SEC might not have had the legal right to stop Bill and Curt from doing business with each other in this way.
I definitely do not want to see ADIA dragged into their fight with the SEC, however. There are a couple fights with the SEC that I would support but that is not one of them.
Again you are ASSUMING somebody is gone just because an SEC filing says they have exited. What reason do you have to believe that Asher is not AGAIN driving the price down in order to be able to convert?
I've explained before that PIVX/ADIA raised a small amount of capital from Curt Kramer in 2008 so I know what I'm talking about here: the selling is part of the negotiation of the final conversion price.
It is my belief that the shareholders do have the power to stop the price from hitting $0.001 again but only if there is sufficient real demand for the shares.
If LVVV has secretly sold more convertible notes to Asher after Asher reported zero shares held, or if LVVV knew that this filing was misleading because Asher still held convertible notes but no longer held any shares, then I predict the SEC will take action against both parties.
http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=10206273
More people SHOULD be demanding answers from Bill, Tony and Shelly.
Their attorney keeps promising me that they are working on a resolution to the problems that will be satisfactory to everyone. They haven't even explained what the problems are.
As I have said before, a lawsuit may be necessary to compel action.
If their attorney is telling the truth, no lawsuit will be necessary.
Which would you prefer: a satisfactory outcome without a lawsuit or the same satisfactory outcome with one?
I presume that they will be making things clear to everyone when the next 10-Q is filed for LVVV.
Shelly was falsely-accused in at least one of the criminal cases brought against him. There was proof beyond any doubt of this contained in the prosecutor's own court filings.
His legal problems from the past should not have any impact today or in the future on ADIA, because Shelly is not supposed to have any power over ADIA now except insofar as he is a shareholder like anyone else.
However, if Bill Hodson does not do his job competently and honestly then both Shelly's legal problems and Richard Weed's role in LVVV will have a direct impact on ADIA and LVVV because only through a competent, ethical and honest CEO can the value of these companies be realized.
Civil and criminal fraud are not valuable to anyone except the perpetrator.
We all need to know whether there is a CEO holding the value of these public companies, and we need to know ASAP.
I researched Shelly's past and examined the pending criminal charges against him in detail before agreeing to sell my Preferred stock to him in 2011.
The co-founders of Adia Nutrition are beyond any doubt honest and ethical people. There was no reason to believe Shelly would attempt to commit any kind of fraud with ADIA and when it became clear he did, I acted promptly to stop it without destroying the probiotics business in the process.
What is it that you know about Shelly that you think I don't?
Shelly Singhal and his wife and their friends created the Adia Nutrition probiotics product and grew the business large enough to be worth saving.
The probiotics products are worthy of further effort and investment. If Bill Hodson and LVVV turn out to be a fraud then ADIA will find a new CEO.
I appreciate your attention to detail and your effort to ensure that everyone is fully-informed about what's going on with LVVV and ADIA.
Shelly Singhal's criminal conviction had nothing to do with ADIA and there was no reason to believe that Bill Hodson intended to commit any crimes.
As a condition of allowing Bill Hodson to become CEO, Shelly Singhal agreed to transfer his Preferred stock to Bill.
If it becomes necessary to litigate to enforce these contracts, then that's what will happen. There won't be legal problems of any kind, civil or criminal, if Bill Hodson proves himself to be honest and ethical.
Bill has nothing to gain and everything to lose by being a crook -- he has a probiotics business now thanks to ADIA, and I expect him to do what he promised to do and work on growing ADIA without being manipulated by Shelly.
There was no better way to keep the probiotics business moving forward than to trust Bill to do it honestly. I did not trust Shelly, but saw no reason to fight with him. Agreeing to be CEO of ADIA created new legal obligations for Bill that have nothing to do with me or Shelly -- if Bill turns out to be a crook then he will simply be removed as CEO and ADIA will have the ability to move forward anyway. This would not have been a contingency at all if my decisions had been the ones you imply they should have been. But I appreciate the continued discussion, and your second-guessing nature.
That's an absurd question. You can't point to a previous resignation and assert that it proves somebody was not involved after they resigned.
Bill Hodson told me that Curt Kramer and Asher were not providing funding to LVVV any longer, but then we find out recently that Asher once again did provide funding. Was Bill's assertion true when he made it? Maybe. Did he return to accepting funding from Asher anyway, later? Obviously.
Pointing out that Weed resigned last year does not address the question at all. What reason do you have to believe that Weed did not resign his "formal roles ... but exercise[d] financial and decision-making control over the company" behind-the-scenes anyway?
That is precisely what the SEC is saying happened in the CitySide Tickets case.
See: http://www.sec.gov/litigation/complaints/2014/comp-pr2014-250.pdf
What evidence are you pointing at to prove that Weed did not continue issuing legal opinions or otherwise participate in the two pump and dump events that have happened since his resignation?
You can't know that Weed is gone unless you have access to material non-public information. The proof that Weed is gone and that his actions involving LVVV had nothing to do with current management exists in Bill's possession, if that is in fact the truth.
If Bill Hodson never addresses this concern then the first time anyone learns the truth will be when he also is arrested and charged with fraud.
Why do you want the CEO of your company to ignore the fact that his former co-director and legal counsel participated materially in a serious fraud that stole millions of dollars from its victims?
How many fraudulent legal opinions and federal securities frauds have you examined in the past?
LVVV looks just like a criminal fraud. The fact that Bill Hodson doesn't care that this is how his company appears to people who know what fraud looks like is a huge red flag.
I have contacted the SEC regarding the LVVV connection to Richard Weed.
If the sky is not falling this will only become clear when LVVV cures its disclosure violations.
Show me the legal opinions LVVV has obtained since Weed resigned so I can see that he has not continued to issue opinions for them.
Explain the purported television commercial advertising, which as was pointed out by someone else recently looks just like the CitySide Tickets case.
How can you continue to believe that the press releases published by LVVV this year were NOT false and fraudulent? Zero follow-through and no explanation as to why. What does that mean to you?
One reasonable explanation is that Weed was behind the scenes all along, guiding a criminal fraud according to the CitySide playbook.
Bill and Tony must answer for this, even if they were not involved in any wrongdoing, because Weed obviously profited enormously from the sale of LVVV shares to the public even if that ended around the time of his resignation last year.
I understand your point of view, ignoring the appearance of continued involvement in LVVV beyond the date of that 8-K last year and telling yourself that Weed was not involved in the marijuana pump and dump that occurred this year just because you need Bill Hodson to be innocent, honest and ethical in order for your investment in LVVV shares to work out for you is your prerogative.
To make a good decision about what to expect in the future in this instance everyone needs guidance and discussion from the company's management. Not providing transparency under these circumstances may already have been a regulatory compliance violation.
Obviously if Bill and Tony benefited last year or this year from the two pump and dump events that have already occurred around LVVV since Weed resigned last year then there may be criminal charges coming in the future.
Allowing that material concern to linger would be the epitome of management incompetence.
No, you are just ASSUMING there is no association.
When I became CEO of ADIA unexpectedly last year and had to try to understand LVVV in order to discuss the proposed sale of ADIA's probiotics business, one of the things I had to deal with and try to make sense out of was the fact that Richard Weed was still being reported by Bill Hodson as being the attorney of record for LiveWire.
The APPEARANCE that there IS STILL ASSOCIATION is obviously a problem.
You should be telling Bill and Tony to publish a clear and definitive statement of facts here, even if the circumstances of the reverse merger did result in fraudulent sales of free-trading stock and even if those sales did indirectly provide LVVV with some of its capital previously.
Management must make it clear that the arrest and prosecution of the person most responsible for the existence of LVVV as a public company today has no impact on the company because ... [fill in the blank].
If Bill and Tony took decisive action to eliminate all connection to Weed then why was it so difficult for me to get to the bottom of the question last year as to why Weed & Co was still being reported as the attorney of record for the company?
There are material questions here that aren't being answered to my satisfaction. At the very least a press release should be issued so that the facts as Bill Hodson understands them can be clearly communicated.
I don't see how anyone can trust LVVV if Bill Hodson doesn't say anything publicly about what happened with Dick Weed. The arrest and prosecution of the person who created your reverse merger and who appears to have engaged in a pump and dump using your stock previously requires filing of an 8-K.
You weren't around when the alternatives were being debated last year, and you're ignoring the fact that there was supposed to have been a "million dollar" sale to LVVV for shares of stock.
Clearly, there was less risk in trusting Bill Hodson whom the shareholders can remove as CEO if necessary than in trusting that LVVV was capable of managing its corporate existence to avoid problems such as criminal charges against its legal counsel.
You would not be saying there's no reason to feel vindicated if you knew the whole story and if you understood what almost happened. If you are correct and Bill Hodson is a bad guy, you'll see that it will be far easier to course correct and to recover from having appointed him CEO for an unproductive year than to now be required to undo a sale of ADIA to LVVV.
Until there is some disclosure by Bill Hodson of the details of work he has been doing, I don't know what to believe regarding the things he and other people have said about ADIA since he became CEO.
People saying things about ADIA, including Bill Hodson himself such as in the video posted in the intro on this discussion forum, is the only information there is available to anyone other than Bill and the LVVV management team right now as far as I know.
I'm not going to detail the things various people have said, and I'm not going to repeat the things that I have been told. When there is some actual disclosure made then I will be able to see whether it matches with what I have been told and what other people have been saying.
My concerns about the structure of LVVV and the difficulty it appeared to be having related to its reverse merger and its fundraising strategy made it seem far more sensible for Bill Hodson to be appointed CEO of ADIA than for ADIA to accept shares of LVVV stock in order to help both companies move forward together.
Now the only thing there is left for Bill to do is demonstrate that he is being ethical and honest in his handling of ADIA and the rights its owners hold. We've talked before about what Bill needs to do to ensure that the ADIA shareholders are properly protected and compensated for the value LVVV is receiving -- we must see progress on the clawbacks of the improperly-issued ADIA shares, and the spin-out of Homeland Forensics.
These issues are just as important as seeing proof that LVVV is capable of operating profitably manufacturing and selling products including probiotics. Nobody will know what Bill Hodson intends to do next, or what he has already accomplished, until he makes disclosures. As unhappy as I am about the lack of disclosures, and as concerned as I am about what appears to be a developing legal problem where none should exist, the only thing that matters is that the right outcome be achieved here.
If Bill Hodson is producing results, this will become clear soon. If he isn't, and if he was counting on some kind of pump and dump scheme to bail himself and LVVV out, then I'm sure he will resign as the CEO of ADIA rather than drag it down with him as he spirals out of control in a business and/or personal meltdown.
I truly hope he is doing the job he promised to do and that the next event in this frustrating process is a big step forward for everyone.
I hope you're right. Perhaps you have good reason to be confident that the LVVV management team is trying to create value for the Common shareholders and not just for the Preferred shareholders and for themselves as the insiders and affiliates.
If the basis of your belief is material non-public information about what the LVVV management team is doing, however, then you should probably not be buying shares until you first get LVVV to understand that they cannot continue to fail to disclose everything that's going on here.
If there is still no mention of ADIA in the next 10-Q then I'm going to have far less confidence in the integrity of the LVVV management team.
I stand behind my strategic decision to trust Bill Hodson as the CEO.
It was obviously not reasonable, last year, for me to trust that everyone affiliated with Bill Hodson and his LVVV reverse merger was trustworthy and honest. My concerns and my good judgment have been totally vindicated at this point on all counts.
There is no reason at this point for the ADIA shareholders to vote Bill out of office. The shareholders do have this power, so your assertion that everything was simply turned over to Bill to unilaterally control without any recourse for the ADIA shareholders is just mistaken.
This corporation has reasonable methods of corporate governance available to it, and only in a worst-case scenario will those mechanisms require any litigation. If you have reason to believe we are already seeing the worst case scenario unfold, please speak up. Thanks.
I expect the 10-Q to be encouraging.
This does not change the fact that there are serious doubts about whether the LVVV stock is intended to hold the value of the company, and whether there are acts of deception and fraud driving the public market being made around the idea that buying LVVV stock is an "investment" in LiveWire that means to Bill Hodson what it means to other public company CEOs and founders who accept capital from investors.
If management does not care about creating a return on investment for shareholders then it must be clear about its intention and its reason for having a registered class of securities or else it is a scheme and artifice to defraud. Everyone can see that the SEC is systematically shutting down fraudsters who mislead the investing public through such schemes. If LVVV is not another worthless fraud then Bill Hodson should make this next 10-Q very clear and complete with a discussion of how he plans to create value for shareholders.
I don't agree with several of your assertions about Rule 144, it seems as if your experience and knowledge comes from situations in which there is no disagreement or conflict and nobody litigates or ends up being prosecuted.
LVVV insiders/affiliates are absolutely NOT eligible to rely on Rule 144 if they fail to file an 8-K to disclose a material event. The fact that they could get a legal opinion issued anyway by misleading an attorney is irrelevant.
There are many circumstances in which a securities sale ends up, after-the-fact, being deemed fraudulent or ineligible for a registration exemption that was claimed in order to effect the sale.
I agree that it does seem possible that Bill Hodson was not participating in or benefiting from fraudulent sales, but he needs to do something to prove it -- at least providing public disclosure of the legal basis and management reasoning of all sales that have occurred since February, 2013.
As for the idea that transfer agents don't, under any circumstances, do the things you assert they don't do, the SEC frequently finds wrongdoing or violations at transfer agents. Even when they are reliable and honest, if the CEO doesn't bother to inform the transfer agent that a director who is also the legal counsel for an issuer is no longer serving in either capacity, the transfer agent would obviously still act on the person's legal opinions and instructions.
It's easy to believe that the shares Dick Weed already held before February, 2013 were deemed free-trading by his own legal opinion, and that Bill Hodson wouldn't have been notified by the transfer agent when Dick Weed was believed by the transfer agent to still be acting in an official capacity on behalf of the company.
Correct, Bill Hodson can be informed by the transfer agent when restrictive legends are removed. But he has to request such notification if he wants it, the transfer agent doesn't normally provide such notification.
Also, in my experience the transfer agent will go ahead and release the restriction after a period of time if the company doesn't object -- and if the company does object then there's effort and expense associated with stopping the shares from being released as free-trading. LiveWire can't afford to spend all of its money and the time of its staff fighting to stop restrictive legends from being removed.
Furthermore, Rule 144 legitimately allows legitimate shareholders to sell as long as there is adequate current information about the issuer published at the time of the sale. In the case of LVVV as a fully-reporting SEC-registered issuer this means that all required reports have been filed.
I believe that all required reports have NOT BEEN FILED because some kind of 8-K filing should have been published to announce certain events, but I can't pinpoint precisely what should have been disclosed without knowing what fundraising and other events have been occurring that have not been adequately disclosed.
And most importantly, LVVV failing to file 8-K reports is a technical rule violation not proof they're engaged in a conspiracy to defraud investors with Dick Weed's help. But clearly they need to make it clear what they ARE DOING so everyone will be able to see that it is reasonable to believe that they AREN'T DOING what it looks like they're doing that would constitute civil or criminal fraud.