LVVV / LiveWire Ergogenics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

LiveWire Ergogenics, Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1421289
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to LiveWire Ergogenics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
December 21, 2021 CORRESP

LIVEWIRE ERGOGENICS, INC.

CORRESP 1 filename1.htm LIVEWIRE ERGOGENICS, INC. December 21, 2021 United States Securities and Exchange Commission VIA: EDGAR Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: LiveWire Ergogenics, Inc. Post-Effective Amendment to Form 1-A Filed December 14, 2021 File No. 024-11593 To Whom It May Concern: Further to our receipt of confirmation from your office that th

December 14, 2021 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated 2021 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 1600 N Kraemer Blvd. Anaheim, CA 92806 (Addres

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

December 10, 2021 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated 2021 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 1600 N Kraemer Blvd. Anaheim, CA 92806 (Addres

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

September 30, 2021 253G3

Preliminary Offering Circular Subject to Completion. Dated September 28, 2021 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 1600 N Kraemer Blvd. Anaheim, CA

253G3 1 form253g3.htm Filed Pursuant to Rule 253(g)(3) File No. 024-11593 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering stat

September 20, 2021 CORRESP

LIVEWIRE ERGOGENICS, INC.

CORRESP 1 filename1.htm LIVEWIRE ERGOGENICS, INC. September 20, 2021 United States Securities and Exchange Commission VIA: EDGAR Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Sherry Haywood and Erin Purnell Re: LiveWire Ergogenics, Inc. Offering Statement on Form 1-A Filed July 29, 2021 File No. 024-11593 To Whom It May Concern: Further to our receipt of confirma

September 10, 2021 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated _________2021 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 1600 N Kraemer Blvd. Anaheim, CA 9280

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

September 10, 2021 CORRESP

LIVEWIRE ERGOGENICS, INC.

CORRESP 1 filename1.htm LIVEWIRE ERGOGENICS, INC. September 10, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed August 19, 2021 File No. 024-11593 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (t

August 19, 2021 ADD EXHB

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 149 S. Lexington Ave. Asheville, NC 28801 1333 S. University Drive, Suite 202 Plantation, FL 33324 SMITHEILERS.COM 561-484-7172 SMITH EILERS, PLLC July 21, 2021 Gentlemen: We are acting as counsel to Livewire Ergonomics, Inc. (the ?Company?) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the C

August 19, 2021 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated _________2021 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 1600 N Kraemer Blvd. Anaheim, CA 9280

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 29, 2021 PART II AND III

Preliminary Offering Circular Subject to Completion. Dated _________2021 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) (State or other jurisdiction of incorporation or organization) 1600 N Kraemer Blvd. Anaheim, CA 9280

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 29, 2021 ADD EXHB

SMITHEILERS.COM

Exhibit 12.1 149 S. Lexington Ave. Asheville, NC 28801 1333 S. University Drive, Suite 202 Plantation, FL 33324 SMITHEILERS.COM 561-484-7172 SMITH EILERS, PLLC July 21, 2021 Gentlemen: We are acting as counsel to Livewire Ergonomics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the C

July 29, 2021 ADD EXHB

Form of Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc., a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price

March 24, 2021 ADD EXHB

Initial DOS filing made on 2020-02-12

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 24, 2021 ADD EXHB

Amended DOS filing made on 2020-03-13

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 24, 2021 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

March 24, 2021 ADD EXHB

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

ADD EXHB 8 ex12-1.htm Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of

March 24, 2021 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

ADD EXHB 5 ex3-2.htm Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer B

March 24, 2021 253G2

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253G2 1 form253g2.htm Filed Pursuant to Rule 253(g)(2) File No. 024-11205 Preliminary Offering Circular Dated March 22, 2021 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) http://www.livewireergogenics.com/ 1600 N Kraemer Blvd. Anaheim, CA 92806 714-740-5144 (Address, including zip code, and telepho

March 24, 2021 ADD EXHB

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LIVEWIRE ERGOGENICS, INC. March 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Filed March 13, 2020 CIK 0001421289 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (the ?Company?), we are filin

March 24, 2021 ADD EXHB

Form of Subscription Agreement

ADD EXHB 7 ex4-1.htm Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement.

March 24, 2021 ADD EXHB

2nd Amendment DOS filing made on 2020-03-24

ADD EXHB 12 ex16-4.htm An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This

March 24, 2021 ADD EXHB

Certificate of Designation (Series B Preferred)

ADD EXHB 2 ex2-6.htm Exhibit 2.6

March 24, 2021 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this ?Agreement?) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(?Seller?), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

March 24, 2021 ADD EXHB

Certificate of Designation (Series D Preferred)

ADD EXHB 3 ex2-9.htm Exhibit 2.9

September 8, 2020 EX1SA-15 ADD EXHB

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LIVEWIRE ERGOGENICS, INC. March 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Filed March 13, 2020 CIK 0001421289 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filin

September 8, 2020 EX1SA-15 ADD EXHB

Form of Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

September 8, 2020 EX1SA-15 ADD EXHB

Amended DOS filing made on 2020-03-13

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

September 8, 2020 EX1SA-15 ADD EXHB

Certificate of Designation (Series D Preferred)

Exhibit 2.9

September 8, 2020 EX1SA-15 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

September 8, 2020 253G2

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Filed Pursuant to Rule 253(g)(2) File No. 024-11205 Preliminary Offering Circular Dated September 2, 2020 Livewire Ergogenics, Inc. (Exact name of issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) http://www.livewireergogenics.com/ 1600 N Kraemer Blvd. Anaheim, CA 92806 714-740-5144 (Address, including zip code, and telephone number, includin

September 8, 2020 EX1SA-15 ADD EXHB

Certificate of Designation (Series B Preferred)

Exhibit 2.6

September 8, 2020 EX1SA-15 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

September 8, 2020 EX1SA-12 OPN CNSL

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

September 8, 2020 EX1SA-15 ADD EXHB

Initial DOS filing made on 2020-02-12

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

September 8, 2020 EX1SA-15 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

September 8, 2020 EX1SA-15 ADD EXHB

2nd Amendment DOS filing made on 2020-03-24

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

August 26, 2020 CORRESP

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LIVEWIRE ERGOGENICS, INC. August 26, 2020 United States Securities and Exchange Commission VIA: EDGAR Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Ed Kelly and Geoff Kruczek Re: LiveWire Ergogenics, Inc. Offering Statement on Form 1-A Filed July 30, 2020 File No. 024-11205 Dear Mr. Kelly and Mr. Kruczek: Further to our receipt of confirmation from your office th

July 30, 2020 EX1A-15 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

July 30, 2020 EX1A-12 OPN CNSL

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

July 30, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series B Preferred)

Exhibit 2.6

July 30, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

July 30, 2020 PART II AND III

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 30, 2020 EX1A-15 ADD EXHB

-

LIVEWIRE ERGOGENICS, INC. March 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Filed March 13, 2020 CIK 0001421289 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filin

July 30, 2020 EX1A-15 ADD EXHB

Initial DOS filing made on 2020-02-12

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 30, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

EX1A-15 ADD EXHB 6 ex3-2.htm Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North K

July 30, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement

EX1A-4 SUBS AGMT 8 ex4-1.htm Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Ag

July 30, 2020 EX1A-15 ADD EXHB

2nd Amendment DOS filing made on 2020-03-24

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 30, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series D Preferred)

Exhibit 2.9

July 30, 2020 EX1A-15 ADD EXHB

Amended DOS filing made on 2020-03-13

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 23, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

July 23, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

July 23, 2020 EX1A-12 OPN CNSL

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

July 23, 2020 EX1A-15 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

July 23, 2020 EX1A-15 ADD EXHB

Amended DOS filing made on 2020-03-13

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 23, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

July 23, 2020 EX1A-15 ADD EXHB

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LIVEWIRE ERGOGENICS, INC. March 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Filed March 13, 2020 CIK 0001421289 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filin

July 23, 2020 PART II AND III

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 23, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series B Preferred)

Exhibit 2.6

July 23, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series D Preferred)

Exhibit 2.9

July 23, 2020 EX1A-15 ADD EXHB

Initial DOS filing made on 2020-02-12

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

July 23, 2020 EX1A-15 ADD EXHB

2nd Amendment DOS filing made on 2020-03-24

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 3, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

June 3, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series B Preferred)

Exhibit 2.6

June 3, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

June 3, 2020 EX1A-15 ADD EXHB

Initial DOS filing made on 2020-02-12

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 3, 2020 CORRESP

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LIVEWIRE ERGOGENICS, INC. June 3, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 and 2 to Offering Statement on Form 1-A Filed May 11, 2020 and May 19, 2020 CIK 0001421289 & File No. 24-11205 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, I

June 3, 2020 PART II AND III

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An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 3, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

June 3, 2020 EX1A-12 OPN CNSL

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

June 3, 2020 EX1A-15 ADD EXHB

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 3, 2020 EX1A-15 ADD EXHB

-

LIVEWIRE ERGOGENICS, INC. March 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Filed March 13, 2020 CIK 0001421289 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filin

June 3, 2020 EX1A-15 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

June 3, 2020 EX1A-15 ADD EXHB

2nd Amendment DOS filing made on 2020-03-24

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

June 3, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series D Preferred)

Exhibit 2.9

May 19, 2020 EX1A-15 ADD EXHB

2nd Amendment DOS filing made on 2020-3-24

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 19, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

May 19, 2020 EX1A-15 ADD EXHB

Initial DOS filing made on 2020-02-12

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 19, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series D Preferred)

Exhibit 2.9

May 19, 2020 EX1A-15 ADD EXHB

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LIVEWIRE ERGOGENICS, INC. March 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Filed March 13, 2020 CIK 0001421289 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filin

May 19, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series B Preferred)

Exhibit 2.6

May 19, 2020 PART II AND III

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PART II AND III 2 partiiandiii.htm An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qual

May 19, 2020 EX1A-15 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

May 19, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

May 19, 2020 EX1A-12 OPN CNSL

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

May 19, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

May 19, 2020 EX1A-15 ADD EXHB

Amended DOS filing made on 2020-3-13

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 11, 2020 EX1A-15 ADD EXHB

Amended DOS filing made on 2020-03-13

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 11, 2020 EX1A-12 OPN CNSL

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

May 11, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series D Preferred)

EX1A-15 ADD EXHB 4 ex2-9.htm Exhibit 2.9

May 11, 2020 EX1A-15 ADD EXHB

Initial DOS filing made on 2020-02-12

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 11, 2020 EX1A-15 ADD EXHB

2nd Amendment DOS filing made on 2020-03-24

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 11, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

May 11, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

May 11, 2020 EX1A-15 ADD EXHB

-

LIVEWIRE ERGOGENICS, INC. March 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 RE: Livewire Ergogenics, Inc. Amendment No. 1 to Draft Offering Statement on Form 1-A Filed March 13, 2020 CIK 0001421289 Ladies and Gentlemen: On behalf of our Company, Livewire Ergogenics, Inc. (the “Company”), we are filin

May 11, 2020 PART II AND III

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

May 11, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series B Preferred)

EX1A-15 ADD EXHB 3 ex2-6.htm Exhibit 2.6

May 11, 2020 EX1A-15 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

May 11, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

April 29, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (Estrella Ranch, LLC)

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

April 29, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series B Preferred)

Exhibit 2.6

April 29, 2020 EX1A-15 ADD EXHB

Bill Hodson Employment Agreement

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

April 29, 2020 PART II AND III

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

April 29, 2020 EX1A-4 SUBS AGMT

Form of Subscription Agreement

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

April 29, 2020 EX1A-12 OPN CNSL

Opinion of Eilers Law Group, P.A. regarding legality of securities covered in Offering*

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

April 29, 2020 EX1A-15 ADD EXHB

Business Purchase Agreement (GHC Ventures, LLC)

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

April 29, 2020 EX1A-15 ADD EXHB

Certificate of Designation (Series D Preferred)

Exhibit 2.9

March 24, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

March 24, 2020 EX1A-4 SUBS AGMT

-

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

March 24, 2020 EX1A-15 ADD EXHB

-

Exhibit 2.9

March 24, 2020 EX1A-15 ADD EXHB

-

Exhibit 2.6

March 24, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

March 24, 2020 EX1A-12 OPN CNSL

-

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

March 24, 2020 PART II AND III

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 24, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

March 13, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

March 13, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

March 13, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

March 13, 2020 EX1A-12 OPN CNSL

-

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com March 6, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering

March 13, 2020 EX1A-15 ADD EXHB

-

Exhibit 2.9

March 13, 2020 EX1A-4 SUBS AGMT

-

EX1A-4 SUBS AGMT 8 filename8.htm Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscriptio

March 13, 2020 PART II AND III

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

March 13, 2020 EX1A-15 ADD EXHB

-

Exhibit 2.6

February 12, 2020 EX1A-15 ADD EXHB

-

Exhibit 2.9

February 12, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”). RECITALS: WHEREAS, Employer’s board of directors (the “Board”) desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employe

February 12, 2020 PART II AND III

-

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

February 12, 2020 EX1A-15 ADD EXHB

-

Exhibit 12.1 1000 Fifth Street PO Box 5025 Suite 200 – P2 Asheville, NC 28813 Miami Beach, FL 33139 Phone: 786.273.9152 www.eilerslawgroup.com February 8, 2020 Gentlemen: We are acting as counsel to Livewire Ergogenics, Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offer

February 12, 2020 EX1A-15 ADD EXHB

-

Exhibit 2.7

February 12, 2020 EX1A-15 ADD EXHB

-

Exhibit 2.6

February 12, 2020 EX1A-4 SUBS AGMT

-

Exhibit 4.1 SUBSCRIPTION AGREEMENT Name of Investor: Re: Livewire Ergogenics, Inc. Shares of Common Stock (the “Shares”) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Livewire Ergogenics, Inc. a Nevada corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price o

February 12, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.2 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on April 3, 2019, by and between GHC Ventures LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 928

February 12, 2020 EX1A-15 ADD EXHB

-

Exhibit 3.1 BUSINESS PURCHASE AGREEMENT This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., A

June 14, 2017 15-12G

Livewire Ergogenics 2G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number [333-149158] [LiveWire Ergogenics, Inc.] (Exact name of registrant as specif

March 11, 2016 NT 10-K

Livewire Ergogenics 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54588 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended December 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Trans

December 3, 2015 EX-9.1

Livewire Ergogenics Closes Short Term Loan and Retains JS Barkats PLLC as Outside Securities Counsel

Livewire Ergogenics Closes Short Term Loan and Retains JS Barkats PLLC as Outside Securities Counsel December 2, 2015 ? LiveWire Ergogenics, Inc.

December 3, 2015 EX-10.1

EX-10.1

EX-10.1 3 ex10-1.htm

December 3, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2015 LIVEWIRE ERGOGENICS, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 000-54588 26-1212244 (State or Other Jurisdiction of Incorpora

November 23, 2015 10-Q

Livewire Ergogenics (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-149158 LIV

November 16, 2015 NT 10-Q

Livewire Ergogenics 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER: 333-149158 (Check One): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR For Period Ended: September 30, 2015 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition

September 21, 2015 SC 13G

LVVV / Livewire Ergogenics, Inc. / VIS VIRES GROUP, INC. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* LIVEWIRE ERGOGENICS INC. (Name of issuer) Common Stock, $0.0001 value per share (Title of class of securities) 53838A104 (CUSIP number) September 21, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

August 19, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ TRANSITION REPORT PU

10-Q 1 f10q0615livewire.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

August 14, 2015 NT 10-Q

Livewire Ergogenics FORM 12B-25

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing i

May 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-149158 LIVEWIRE ER

May 15, 2015 NT 10-Q

Livewire Ergogenics 0-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing

May 8, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-149158 LIVEWIRE ERGOGEN

April 13, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 f8k041315livewire.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 13, 2015 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54588 26-1212244 (State or other jurisd

April 13, 2015 EX-9.1

Certificate of Amendment (Increase Authorized)

EXHIBIT 9.1 (Certificate of Amendment)

April 10, 2015 S-8

Livewire Ergogenics LIVEWIRE ERGOGENICS INC. FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified in its charter) Nevada 26-1212244 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 24845 Corbit Place, Yorba Linda, CA 92887 (Address of Principal E

April 10, 2015 EX-10.1

AMENDMENT NO. 2 LIVEWIRE ERGOGENICS, INC. 2013 STOCK INCENTIVE PLAN

EXHIBIT 10.1 AMENDMENT NO. 2 TO LIVEWIRE ERGOGENICS, INC. 2013 STOCK INCENTIVE PLAN WHEREAS , in May of 2013 the Company adopted its 2013 Stock Incentive Plan, filed with the Securities & Exchange Commission on May 3, 2013 (the ?Plan?), covering 5,000,000 shares of Common Stock; WHEREAS , on April 22, 2014, the Board of Directors of the Company pursuant to Section 9 of the Plan determined to amend

March 30, 2015 NT 10-K

Livewire Ergogenics FORM 12B-25

formnt10k.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ý Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR For Period Ended: December 31, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Perio

March 2, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 2, 2015 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54588 26-1212244 (State or other jurisdiction (Commission File Number) (IRS E

November 14, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 [ ] TRANSITION REPORT UNDER SECTI

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as speci

September 16, 2014 SC 13G/A

LVVV / Livewire Ergogenics, Inc. / ASHER ENTERPRISES INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* LIVEWIRE ERGOGENICS INC. (Name of issuer) Common Stock, $0.0001 value per share (Title of class of securities) 53838A104 (CUSIP number) September 15, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

August 19, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 [ ] TRANSITION REPORT UNDER SECTION 13

10-Q 1 form10q.htm LIVEWIRE ERGOGENICS, INC. FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE

August 14, 2014 EX-99.1

1

Exhibit 99.1 August 1, 2014 Gentlemen/Ladies: The undersigned parties acknowledge and agree: (a) that due to unforeseen and increased difficulties in completing their due diligence obligations in connection with the transaction(s) described in that set of documents, including (i) that certain Stock and Trademark Purchase and Assignment Agreement, entered into as of May 13, 2014 by and among Livewi

August 14, 2014 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 1, 2014 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54588 26-1212244 (State or other jurisdiction (Commission File Number) (IRS

August 13, 2014 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: June 30, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing i

July 30, 2014 EX-10.1

Certificate of Amendment (Increase Authorized)

EXHIBIT 10.1 (Certificate of Amendment)

July 30, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 24, 2014 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54588 26-1212244 (State or other jurisdiction of incorporation) (Commission F

May 20, 2014 EX-10.3

License Agreement

EXHIBIT 10.3 LICENSE AGREEMENT This License Agreement ("Agreement") is made as of the 13th day of May, 2014 (the "Effective Date") between Corr Brands, Inc. an ILLINOIS corporation ("Principal"), and APPLE RUSH COMPANY INC. a Texas Corporation (the “Company”). BACKGROUND. Principal and its predecessors have been in the business of selling and distributing foodstuffs and beverages under the tradema

May 20, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 [ ] TRANSITION REPORT UNDER SECTION 1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified

May 20, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 13, 2014 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54588 26-1212244 (State or other jurisdiction (Commission File Number) (IRS Em

May 20, 2014 EX-10.1

Stock and Trademark Purchase and Assignment Agreement

EXHIBIT 10.1 STOCK AND TRADEMARK PURCHASE AND ASSIGNMENT AGREEMENT This Stock and Trademark Purchase and Assignment Agreement (the “Agreement”) is entered into as of May 13, 2014 (the “Effective Date”) by and between Livewire Ergogenics, Inc., a Nevada corporation (“Livewire”), Apple Rush Company, Inc., a Texas corporation (“APRU”), and Robert J. Corr, an individual, Brandon B. Corr, an individual

May 20, 2014 EX-10.2

Stock Purchase Agreement

EXHIBIT 10.2 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the “Agreement”) is entered into as of May 13, 2014 (the “Effective Date”) by and between Livewire Ergogenics, Inc., a Nevada corporation (“Livewire”) and Apple Rush Company, a Texas corporation (“APRU”), with reference to the following facts: RECITALS A. Livewire desires to acquire 7,252,034,443 restricted shares of APRU’s commo

May 15, 2014 NT 10-Q

- LIVEWIRE ERGOGENICS INC. FORM NT-10Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing

April 24, 2014 S-8

- LIVEWIRE ERGOGENICS INC. FORM S-8

S-8 1 forms8.htm LIVEWIRE ERGOGENICS INC. FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified in its charter) Nevada 26-1212244 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1747 S. Dougla

April 24, 2014 EX-10.1

Amendment No. 1 to LiveWire Ergogenics Stock Incentive Plan*

EXHIBIT 10.1 AMENDMENT NO. 1 TO LIVEWIRE ERGOGENICS, INC. 2013 STOCK INCENTIVE PLAN WHEREAS, in May of 2013 the Company adopted its 2013 Stock Incentive Plan, filed with the Securities & Exchange Commission on May 3, 2013 (the “Plan”), covering 5,000,000 shares of Common Stock; and WHEREAS, on April 22, 2014, the Board of Directors of the Company pursuant to Section 9 of the Plan determined to ame

April 14, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-149158 LIVEWIRE ERGOGE

March 31, 2014 NT 10-K

- LIVEWIRE ERGOGENICS, INC. FORM 12B-25 NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ý Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR For Period Ended: December 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothi

March 10, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8k.htm LIVEWIRE ERGOGENICS, INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 4, 2014 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54588 26-1212244 (State o

March 10, 2014 EX-10.1

Memorandum of Understanding between Livewire Ergogenics, Inc., Apple Rush Rush Company and Rushnet, Inc.

EXHIBIT 10.1 MEMORANDUM OF UNDERSTANDING FOR THE PURCHASE OF SERIES A PREFERRED STOCK AND COMMON SHARES OF APPLE RUSH COMPANY AND RUSHNET, INC. LiveWire Ergogenics, Inc. (“LiveWire”) is prepared to invest $725,000 worth of its common shares of LiveWire Ergogenics, Inc (OTCBB “LVVV”) as well as $50,000 in cash to purchase control of Apple Rush Company and Rushnet, Inc. (the “Companies”) under the t

February 6, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities

8-K 1 form8k.htm LIVEWIRE ERGOGENICS, INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 29, 2014 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada 000-54588 26-1212244 (Stat

February 6, 2014 EX-10.1

Amendment to Certificate of Designation (Series B Preferred)

EXHIBIT 10.2 AMENDMENT to CERTIFICATE OF DESIGNATION of SERIES B PREFERRED STOCK of LIVEWIRE ERGOGENICS, INC. LiveWire Ergogenics, Inc., a corporation organized and existing under the Nevada Revised Statutes of the State of Nevada (the "Corporation"), DOES HEREBY CERTIFY: THAT, pursuant to the authority conferred upon the board of directors by the Certificate of Incorporation of this Corporation a

February 6, 2014 EX-10.2

Certificate of Designation (Series C Preferred)

EXHIBIT 10.2 CERTIFICATE OF DESIGNATION of SERIES C PREFERRED STOCK Of Livewire Ergogenics, Inc. LiveWire Ergogenics, Inc., a corporation organized and existing under the Nevada Revised Statutes of the State of Nevada (the "Corporation"), DOES HEREBY CERTIFY: THAT, pursuant to the authority conferred upon the board of directors by the Certificate of Incorporation (as amended) of this Corporation a

November 19, 2013 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 [ ] TRANSITION REPORT UNDER SECTI

10-Q 1 form10q.htm LIVEWIRE ERGOGENICS, INC. FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVE

November 14, 2013 NT 10-Q

- LIVEWIRE EROGENICS, INC. FORM 12B-25 (NT-10Q)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: September 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Noth

September 5, 2013 8-K

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2013 LIVEWIRE ERGOGENICS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 000-54588 (Com

August 19, 2013 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 [ ] TRANSITION REPORT UNDER SECTION 13

10-Q 1 form10q.htm LIVEWIRE ERGOGENICS INC. FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE E

August 19, 2013 SC 13G

LVVV / Livewire Ergogenics, Inc. / ASHER ENTERPRISES INC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* LIVEWIRE ERGOGENICS INC. (Name of issuer) Common Stock, $0.0001 value per share (Title of class of securities) 53838A104 (CUSIP number) August 19, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

August 15, 2013 NT 10-Q

- LIVEWIRE ERGOGENICS, INC. FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: June 30, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing i

May 20, 2013 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified

May 16, 2013 NT 10-Q

- LIVEWIRE ERGOGENICS, INC. FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-54588 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F ý Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Nothing

May 3, 2013 S-8

- LIVEWIRE ERGOGENICS INC. FORM S-8

S-8 1 forms8.htm LIVEWIRE ERGOGENICS INC. FORM S-8 As filed with the Securities and Exchange Commission on May 3, 2013 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorpor

May 3, 2013 EX-4.1

LIVEWIRE ERGOGENICS INC. 2013 STOCK INCENTIVE PLAN

EX-4.1 2 ex41.htm EXHIBIT 4.1 EXHIBIT 4.1 LIVEWIRE ERGOGENICS INC. 2013 STOCK INCENTIVE PLAN This LiveWire Ergogenics Inc. 2013 Stock Incentive Plan (the “Plan”) is designed to retain directors, executives and selected employees and consultants and reward them for making contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Pl

May 3, 2013 EX-10.1

COMPENSATION AGREEMENT

EXHIBIT 10.1 COMPENSATION AGREEMENT This Compensation Agreement is dated as of April 24, 2013 between LiveWire Ergogenics Inc., a Nevada corporation (the “Company”), and Marc J. Ross (the “Consultant”). WHEREAS, the Company has requested the Consultant to provide the Company with certain SEC-related legal services in connection with its business (the “Services”) on a fixed fee basis, and the Consu

May 2, 2013 8-K

- LIVEWIRE ERGOGENICS INC. FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2013 LIVEWIRE ERGOGENICS INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-54588 26-121244 (State of incorporation) (Commission File Number) (IRS Employer Iden

April 23, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-1491

April 16, 2013 EX-21.1

Subsidiaries of the Registrant filed herewith.

Exhibit 21.1 Subsidiaries of the Registrant LiveWireMC2, LLC, a California limited liability company

April 16, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-149158 LIVEWIRE ERGO

April 1, 2013 NT 10-K

- LIVEWIRE ERGOGENICS INC. FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 53838A 104 Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transitio

February 4, 2013 EX-16.1

February 1, 2013

Exhibit 16.1 February 1, 2013 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: LiveWire Ergogenics, Inc. Ladies and Gentlemen: We have read the statements of LiveWire Ergogenics, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated January 31, 2013 and agree with such statements as they pertain to our firm. /s/ Sherb & Co., LLP Certified Public Acco

February 4, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - LIVEWIRE ERGOGENICS INC. - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): January 31, 2013 LIVEWIRE ERGOGENICS INC. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission

December 14, 2012 EX-99.1

LiveWire Ergogenics, Inc. Declares Dividend.

Exhibit 99.1 LiveWire Ergogenics, Inc. Declares Dividend. ANAHEIM, Calif. (December 13, 2012) — LiveWire Ergogenics, Inc. (OTCBB: LVVV), makers of the innovative LiveWire Energy™ Chew products, today announced that its Board of Directors has declared a dividend payable to stockholders of record on January 18, 2013 (“Record Date”). The dividend will be equal to 20% of the share price at the market

December 14, 2012 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits - LIVEWIRE ERGOGENICS INC. FORM 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): December 13, 2012 LIVEWIRE ERGOGENICS INC. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission

December 4, 2012 EX-4.4

Acknowledgement of Surrender and Cancelation of the Series A Preferred Stock dated December 4, 2012.

Exhibit 4.4 ACKNOWLEDGEMENT OF SURRENDER AND CANCELATION OF SERIES A PREFERRED STOCK WHEREAS Bill Hodson and Brad Nichols each own 500,000 shares of the Series A Preferred Stock of LiveWire Ergogenics Inc. (formerly, SF Blu Vu, Inc.), a Nevada corporation (the “Corporation”). WHEREAS Bill Hodson and Brad Nichols desire to surrender their shares of Series A Preferred Stock for cancelation by the Co

December 4, 2012 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits - LIVEWIRE ERGOGENICS INC. FORM 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): December 4, 2012 LIVEWIRE ERGOGENICS INC. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission

November 28, 2012 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events - LIVEWIRE ERGOGENICS INC. FORM 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): November 21, 2012 LIVEWIRE ERGOGENICS INC. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission

November 21, 2012 10-Q

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as speci

November 14, 2012 NT 10-Q

- LIVEWIRE ERGOGENICS INC. FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 53838A 104 (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transit

September 27, 2012 10-Q/A

FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specifie

August 20, 2012 10-Q

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified

August 14, 2012 NT 10-Q

- LIVEWIRE ERGOGENICS INC. FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 53838A 104 (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: June 30, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition R

May 21, 2012 10-Q

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified

May 15, 2012 NT 10-Q

- LIVEWIRE ERGOGENICS INC. FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 53838A 104 (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: March 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition

April 16, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 333-149158 LIVEWIRE ER

April 16, 2012 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant LiveWireMC2, LLC, a California limited liability company

April 2, 2012 NT 10-K

- LIVEWIRE ERGOGENICS INC. FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 53838A 104 (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transiti

March 21, 2012 8-K

- LIVEWIRE ERGOGENICS INC. FORM 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): March 19, 2012 LIVEWIRE ERGOGENICS INC. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission Fi

January 27, 2012 8-A12G

- LIVEWIRE ERGOGENICS INC. FORM 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LIVEWIRE ERGOGENICS INC. (Exact name of registrant as specified in its charter) NEVADA 98-0384073 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 126

January 27, 2012 10-Q

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to LIVEWIRE ERGOGENICS INC. (Exact name of registrant as speci

November 28, 2011 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 form8ka.htm SF BLU VU, INC FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/ A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): August 31, 2011 LIVEWIRE ERGOGENICS INC. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdictio

November 28, 2011 EX-10.2

Weed & Co. llp 4695 MacArthur Court, Suite 1430, Newport Beach, California 92660 Telephone (949) 475-9086 Facsimile (949) 475-9087 email: [email protected] (949) 475-9086 ext. 22 July 1, 2011

Exhibit 10.2 Weed & Co. llp 4695 MacArthur Court, Suite 1430, Newport Beach, California 92660 Telephone (949) 475-9086 Facsimile (949) 475-9087 email: [email protected] (949) 475-9086 ext. 22 July 1, 2011 Board of Directors SF Blu Vu, Inc. 4695 MacArthur Court, STE 1430 Newport Beach, CA 92660 RE: Legal Services Greetings: The purpose of this letter is to memorialize the fee agreement between SF Blu

November 28, 2011 EX-10.3

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), dated July 20, 2 0 1 1, is by and between Brad Nichols ("Employee") and SF BLU VU, INC. ("Employer"). RECITALS: WHEREAS, Employer's board of directors (the "Board") desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employer may

November 28, 2011 EX-10.1

PURCHASE AGREEMENT

Exhibit 10.1 PURCHASE AGREEMENT This Purchase Agreement (?Agreement?) is made to be effective as of June 30, 2011 among SF BLU VU, INC., a Nevada corporation, (?Purchaser?) and LIVEWIRE MC2, LLC, a California limited liability company, (?LVWR?) and the selling members of LVWR, identified on the signature pages (?Selling Members?). WHEREAS, Purchaser has common stock eligible for trading on the ove

November 28, 2011 EX-10.4

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), dated July 20, 2 0 1 1, is by and between Bill Hodson ("Employee") and SF BLU VU, INC. ("Employer"). RECITALS: WHEREAS, Employer's board of directors (the "Board") desires to employ Employee in an executive capacity and the Employee desires to be so employed in such capacity; WHEREAS, Employer may f

November 28, 2011 EX-10.5

CONTINGENT OPTION AGREEMENT

Exhibit 10.5 CONTINGENT OPTION AGREEMENT This Contingent Option Agreement is made to be effective as of July 21, 2011 by and between Rick Darnell as Seller and Bill Hodson and Brad Nichols as Buyers (1/2 each). WHEREAS, Rick Darnell is the owner of 1,000,000 shares of Series A Preferred Stock of SF Blu Vu, Inc., a Nevada corporation. WHEREAS, Bill Hodson and Brad Nichols desire to acquire an optio

November 28, 2011 EX-99.2

LIVEWIRE ERGOGENICS, INC. Index to Unaudited Pro Forma Combined Financial Statements Page Introduction to Unaudited Pro Forma Combined Financial 2 Unaudited Pro Forma Combined Balance Sheet 3 Unaudited Pro Forma Statement of Operations 4 Notes to Una

Exhibit 99.2 LIVEWIRE ERGOGENICS, INC. Index to Unaudited Pro Forma Combined Financial Statements Page Introduction to Unaudited Pro Forma Combined Financial 2 Unaudited Pro Forma Combined Balance Sheet 3 Unaudited Pro Forma Statement of Operations 4 Notes to Unaudited Pro Forma Combined Financial Statements 5 1 LIVEWIRE ERGOGENICS, INC. Introduction to Unaudited Pro Forma Combined Financial State

November 28, 2011 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Document Title Page Number The Report of Independent Registered Public Accounting Firm Page 2 The audited balance sheet of LiveWire MC2, LLC as of December 31, 2010 and 2009 and the related statements of operations, of stockholders' equity and of cash flows for the years then ended, and notes to financial statements Pages 3-13 The unaudited balance sheet

November 14, 2011 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): September 20, 2011 LIVEWIRE ERGOGENICS INC. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commissio

November 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 53838A 104

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 53838A 104 (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [x] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transit

November 14, 2011 EX-3.1

Certificate of Amendment (Name Change to LiveWire Ergogenics, Inc.)

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.

September 2, 2011 EX-10.4

EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.4 6 ex104.htm EXHIBIT 10.4 Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), dated July 20, 2 0 1 1, is by and between Bill Hodson ("Employee") and SF BLU VU, INC. ("Employer"). RECITALS: WHEREAS, Employer's board of directors (the "Board") desires to employ Employee in an executive capacity and the Employee desires to be so employed in such

September 2, 2011 EX-10.1

PURCHASE AGREEMENT

Exhibit 10.1 PURCHASE AGREEMENT This Purchase Agreement (?Agreement?) is made to be effective as of June 30, 2011 among SF BLU VU, INC., a Nevada corporation, (?Purchaser?) and LIVEWIRE MC2, LLC, a California limited liability company, (?LVWR?) and the selling members of LVWR, identified on the signature pages (?Selling Members?). WHEREAS, Purchaser has common stock eligible for trading on the ove

September 2, 2011 EX-3.1

Certificate of Designation (Series A Preferred)

Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Filed in the office of Ross Miller Document Number 20110532110-56 Filing Date and Time 07/19/2011 4:09 PM Certificate of Designation Secretary of State State of Nevada Entity Number E0701642007-5 (PURSUANT TO NRS 78.1955) USE BLACK INK ONLY - DO NOT HIGHL

September 2, 2011 EX-10.3

EXECUTIVE EMPLOYMENT AGREEMENT

EX-10.3 5 ex103.htm EXHIBIT 10.3 Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement"), dated July 20, 2 0 1 1, is by and between Brad Nichols ("Employee") and SF BLU VU, INC. ("Employer"). RECITALS: WHEREAS, Employer's board of directors (the "Board") desires to employ Employee in an executive capacity and the Employee desires to be so employed in such

September 2, 2011 EX-10.2

Weed & Co. llp 4695 MacArthur Court, Suite 1430, Newport Beach, California 92660 Telephone (949) 475-9086 Facsimile (949) 475-9087 email: [email protected] (949) 475-9086 ext. 22 July 1, 2011

Exhibit 10.2 Weed & Co. llp 4695 MacArthur Court, Suite 1430, Newport Beach, California 92660 Telephone (949) 475-9086 Facsimile (949) 475-9087 email: [email protected] (949) 475-9086 ext. 22 July 1, 2011 Board of Directors SF Blu Vu, Inc. 4695 MacArthur Court, STE 1430 Newport Beach, CA 92660 RE: Legal Services Greetings: The purpose of this letter is to memorialize the fee agreement between SF Blu

September 2, 2011 EX-99.1

INDEX TO FINANCIAL STATEMENTS The Report of Independent Registered Public Accounting Firm……………Page 1 The audited balance sheet of LiveWire MC2, LLC as of December 31, 2010 and 2009 and the related statements of operations, of stockholders’ equity and

Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS The Report of Independent Registered Public Accounting Firm?????Page 1 The audited balance sheet of LiveWire MC2, LLC as of December 31, 2010 and 2009 and the related statements of operations, of stockholders? equity and of cash flows for the years then ended, and notes to financial tatements??????????????Pages 2-10 The unaudited balance sheet of LiveWire

September 2, 2011 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): August 31, 2011 SF Blu Vu, Inc. (Exact Name Of

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): August 31, 2011 SF Blu Vu, Inc. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission File No.)

August 4, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT UN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SF BLU VU, INC (Exact name of small b

July 14, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 333-149158 SF BLU VU,

July 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [ ] TRANSITION REPORT U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SF BLU VU, INC (Exact name of small

November 22, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 [ ] TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SF BLU VU, INC (Exact name of sm

August 11, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 [ ] TRANSITION REPORT UN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SF BLU VU, INC (Exact name of small b

May 17, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [ ] TRANSITION REPORT U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SF BLU VU, INC (Exact name of small

April 28, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 333-149158 SF BLU VU,

March 31, 2010 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 78413N106 (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-149158 CUSIP NUMBER 78413N106 (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transitio

December 14, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): December 10, 2009 SF Blu Vu, Inc. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission File No.

December 14, 2009 EX-10.1

Weed & Co. LLP 4695 MacArthur Court, Suite 1430 Newport Beach, CA 92660 Telephone 949.475.9086 Facsimile 949.475.9087 December 10, 2009

Exhibit 10.1 - Fee Agreement with Weed & Co. LLP Weed & Co. LLP 4695 MacArthur Court, Suite 1430 Newport Beach, CA 92660 Telephone 949.475.9086 Facsimile 949.475.9087 December 10, 2009 SF Blu Vu, Inc. 1040 First Avenue, Suite. 173 New York, New York 10021 RE: Legal Services Greetings: The purpose of this letter is to memorialize the fee agreement between SF Blu Vu, Inc., a Nevada corporation, and

November 23, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 [ ] TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SF BLU VU, INC. (Exact name of s

November 16, 2009 NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-149158 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-149158 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR For Period Ended: September 30, 2009 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tr

September 16, 2009 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date Of Report (Date Of Earliest Event Reported): May 15, 2009 SF Blu Vu, Inc. (Exact Name Of Registrant As Specified In Charter) Nevada 333-149158 26-1212244 (State Or Other Jurisdiction Of Incorporation Or Organization) (Commission File No.) (IR

September 16, 2009 EX-3.1

Certificate of Amendment (Name Change to SF Blu Vu, Inc.)

September 16, 2009 EX-3.1

Filed as a PDF Reference

Exhibit 3.1 Filed as a PDF Reference

August 14, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [ ] TRANSITION REPORT UN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SEMPER FLOWERS, INC. (Exact name of s

May 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [ ] TRANSITION REPORT U

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SEMPER FLOWERS, INC. (Exact name of

April 15, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 333-149158 SEMPER FLOW

March 30, 2009 NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-149158 NOTIFICATION OF LATE FILING |_X | Form 10-K |_| Form 11-K |_| Form 20-F | _ | Form 10-Q |_| Form N-SAR For Period Ended: December 31, 2008 |_| Tra

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-149158 NOTIFICATION OF LATE FILING |X | Form 10-K || Form 11-K || Form 20-F | | Form 10-Q || Form N-SAR For Period Ended: December 31, 2008 || Transition Report on Form 10-K || Transition Report on Form 10-Q || Transition Report on Form 20-F || Transition Report on Form N-SAR For the Transition Period

November 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 [ ] TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 333-149158 SEMPER FLOWERS, INC. (Exact name

September 16, 2008 424B3

Semper Flowers, Inc. 2,510,000 Shares of Common Stock offered by selling shareholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-149158 PROSPECTUS Semper Flowers, Inc. 2,510,000 Shares of Common Stock offered by selling shareholders We are engaged in the operation of floral and gift retail stores. We currently have one location. We intend to add value by acquiring and consolidating additional stores. The prospectus relates to the resale by selling shareholders of 2,510,0

September 9, 2008 CORRESP

SEMPER FLOWERS, INC. 1040 First Avenue, Suite 173 New York, NY 10021 (212) 861-9239 September 9, 2008

SEMPER FLOWERS, INC. 1040 First Avenue, Suite 173 New York, NY 10021 (212) 861-9239 September 9, 2008 VIA FACSIMILE (202-772-9369) AND EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg, Esq. Re: Semper Flowers, Inc. (the ?Company?) Amendment No. 3 to Form S-1 filed August 19, 2008 File No.: 333-149158 Ladies and Gentlemen: Pu

September 8, 2008 CORRESP

SICHENZIA ROSS FRIEDMAN FERENCE LLP 61 BROADWAY, NEW YORK NY 10006 TEL 212 930 9700 FAX 212 930 9725 WEB WWW. SRFF.COM

SICHENZIA ROSS FRIEDMAN FERENCE LLP 61 BROADWAY, NEW YORK NY 10006 TEL 212 930 9700 FAX 212 930 9725 WEB WWW.

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