Aquarius Cannabis - an investor’s nightmare? - I believe that investing in this Company is a CAUSTIC move. Read on.

I started working on a private gig for Michael Davis Lawyer, (“Davis”) CEO of Aquarius Cannabis Inc, somewhere around July the 10th of 2014. I was referred to him by a mutual friend.

My skill set  is seeing the system that is in place, seeing the loopholes, and showing someone how to navigate those loopholes based on the restructuring of the system, or restructuring the approach (documentation and relation) to the system.

I worked on a few docs for Davis to start with, just as a trial, and he was moved to say that he wanted me around for the long haul, because of what I had already shown him.

I’m a supplement to the legal team that he has in place, or at least I was supposed to be. I was referred to as a “legal ninja”.

So, when Davis saw what I could do, he brought me along side him, in a way that exposed me to the deep layers of how he is attempting to build the Aquarius Cannabis Inc. Model.

I was engaged in a private position of Risk Management

One of the first projects I was tasked with, was how to recoup a loss. The Company (through Aquarius Holdings, LLC (A Colorado Limited Liability Company) had paid an attorney (Jim Cassidy, of Cassidy & Associates - in DC, through their affiliate business Tiber Creek Corp) 85K to take Aquarius Cannabis public.

Or, at least, this is what I believe Aquarius Cannabis thought they were paying for.  I’d later find out, when I was tasked to assimilate evidence to pursue Cassidy, that Davis wasn’t even sure if he signed a contract, and he solidly assured me in writing that he hadn’t received a signed copy back from Jim Cassidy. I pointedly asked Davis if he had ever signed the Tiber Creek contract. I had seen a "draft" that he sent me several times, but not an executed copy. Here's Davis' response:

So, who does business and sends out an $85K check without getting the paperwork all square first? As it turns out, Davis does. "I probably did not ask for one in writing." I’d find out that this occurrence wasn’t the first, or only time that he just barreled through, insisting his will without really knowing what he was doing.

(Hey, it's investor monies, anyway, right?)

The Cassidy situation is such that Tiber Creek was paid to perform a task, but the Company (Davis) got no assurances in writing before that payment was issued. I posit that this is an $85K (EIGHTY FIVE THOUSAND DOLLAR) negligent loss of investor’s money. And the negligence, I believe, rests squarely on Davis’s shoulders, but he’s believing that throwing more money at it (I lost count of the exact number of attorney calls we had to see about pursuing Cassidy in Court.  Szaferman Lakind was on the phone several times about it, as was Mark Hunter of Hunter Taubman Law. I was assimilating evidence for Mark to proceed in arbitration against Cassidy, when (a) Davis realized that Aquarius Cannabis was running short on money, and (b) any evidence that was against Cassidy, as shady as this deal may have been, was very minimal if even existing at all.

When I discovered that Davis didn’t even have a signed contract, I thought to myself, but dared not say to him “Seriously? You’ve paid this guy $85K and yet no contract?”

So, Davis finally asked Jim Cassidy for a contract on 11-11-14. (6 months after the check was written, and after Davis had already dumped Cassidy.)

Cassidy returned a contract to Davis via email, and seemed ready to continue working on taking the company public, but that's not going to happen...

Davis ended the relationship with Cassidy when Davis had an outburst, and Cassidy basically told him that he was working on it. This wasn’t good enough for Davis (who hadn’t pinned Cassidy down on any deadlines, but still believed that Cassidy breached these undocumented deadlines). So, Davis went off on them collectively.

Cassidy responds:

Bottom line, Davis was/is pissed at Cassidy, and therefore flushed the $85K until further notice. (I see this as ego, nothing more, nothing less. A childish tantrum is what it reminded me of, and I was to see this several times from Davis.) Now $85K down with nothing to show for it, Aquarius Cannabis is cash-compromised, and hurting to continue, from what I can see. I spent copious hours just working on how to get Cassidy to return part or all of the funds paid to Tiber Creek. In all fairness to Aquarius Cannabis, a case I found in DC showed that Cassidy has had other unsatisfied customers (Terramed Holding Co. v. Cassidy) . But when someone doesn't care enough to get a signed contract BEFORE issuing an $85K check, I was left wondering how in the hell Davis could get so angry at him without first looking in the mirror.

The Company emailed out a shareholder update, dated October 31, 2014, to the team. I received a copy and, I was supposed to receive stock from the company as part of my exchange. I don’t believe I’ll ever see the stock shares, and at this time consider them worthless. But, in the aforementioned shareholder update, Davis never made mention of the $85K expenditure on Tiber Creek, but that, dear reader, was what was SUPPOSED to take Aquarius Cannabis public, so that investors could realize a benefit on their stock/note.

PROBLEMS CONCERNING INTELLECTUAL PROPERTY -  LOGO AND METHODOLOGY

Aquarius Cannabis presents Intellectual Property as the backbone offering of the Company. The business model is that The company consults the grower on how to, and also has some way to access genetics that the Company is supposed to own/control. The packaging (which contains the Logo),  genetics, and nutrients and methods of growing the finished product are what Aquarius Cannabis presents as it’s offerings.

I was tasked on a team with Davis’ lovely partner, Jenna Schuck, to pursue Intellectual Property filings on a federal level of “Intent To Use” word and logo designs. (See above "legal ninja" email screenshot to Dave Branfman) My first thought was to ensure that Aquarius Cannabis actually owned the logo (Ball and tree of life) design, and the wording design. I asked for a paid receipt. It turns out that Davis never really obtained any sort of “paid” evidence or a receipt for the work that Lakshmi Narayan did for the Aquarius Logo. I was told that the relationship with Lakshmi ended less than favorably, and to get a paid receipt now would not be a task that could be

accomplished. This, with a combination of other things, led me to discover that the entire business model of Aquarius Cannabls revolves around things that neither Davis, nor Aquarius Cannabis Inc (or any other Aquarius Company that is associated/affiliated) owns. For instance

• The Logo. As a part of the trademark prep, I needed to establish a chain of ownership of the logo. Where was it created, how, was it properly documented, if someone else created it - These were a few of the questions that establish ownership of a design or creation. When I pressed Davis for a paid receipt for the logo work, he explained on the phone to me that he had parted ways with Lakshmi on bad terms, and that he didn’t know if he could produce a paid receipt. Sure enough, the attached screengrab from email shows that he received an invoice, and then he states  “I don’t think I have a 'paid' one. But this is for support”.

This, any way one slices it, is an admission that the logo is something that he is WITHOUT documentation that he, or subsequently, Aquarius Cannabis is the owner of.

• Genetics. I observed Davis present that Aquarius Cannabis had (owned, or at least controlled the rights to) genetic strains of cannabis. This is patently false. While Davis and resultantly Aquarius Cannabis, may know an entire horde of growers, he’s only speaking of one grower, Mike Leigh, in Colorado. It's obvious that Mike hasn’t signed anything that gives any rights

to the Company or Davis, concerning any genetic strains that Mike Leigh holds. I've asked for this documentation to be created, however, and I was basically given a pat on the back, and then ignored. (See below)

• Nutrient based “consulting”. Here’s how this actually actually exists, on the date that I left association with the Company. Mike Leigh, a master grower in Colorado, knows how to apply products that are made by Nectar For The Gods that result in calcium rich nutrient applications, and it is this calcium richness that produces (contra to the most standard practices) plants that are richer and more pest resistant, thus more naturally organic. There are other growers that know this, and they are on a Nectar For The Gods facebook group. Now, with that said, Neither Oregon’s Only (Nectar For The Gods) nor Mike Leigh have documented this exact procedure that Aquarius Cannabis intends to use, nor has the creator “Oregon’s Only” signed any licensing agreement with Davis or Aquarius Cannabis, to my knowledge. This came up when I started working through the contracts that the Company would use to engage a grower.

When I was working through the contracts that the CA counsel (Ariel Clark) had drawn up, I came across standard wording that represented that Aquarius Cannabis (as the Licensor) “is the owner of all right, title, and interest in the Aquarius Cannabis cultivation methodology and process (‘Methodology and Process’)”

I wrote Davis on the hushmail account, and strongly stated that “we need to get Mike Leigh into solid contract as pledging his knowledge and the use of the nutrients and other methodology and process to AC for the long term in exchange for some payment, act, title, or something that he gains from that.

If we do his contracting afterwards, and anyone finds out about that, it can shoot the whole works. It's a keystone, in my opinion, to get him contracted into long term marriage with this.”

I was letting Davis know that Mike Leigh, and the process that Mike uses, if it is going to be Aquarius Cannabis IP, must be documented as such, and bound in contractual arrangement.

Davis responded:

“Good point.

Mike had a serious contract when he did our proof of concept grow in Denver.

I don't have it on hand (Don might somewhere), but it is what we built the business around.”

Davis is admitting here that I’m making a good point, and then he goes on to say that he doesn’t really know where the former contract for Mike is. (If one even existed during the “proof of concept” grow).

I never heard back from Davis concerning this matter, and so, on November 23, I wrote to Davis in an email (on the AquariusCannabis.com account, to make it more obviously exposed) and said:

“So, I'm really wondering what's going on here. I'm concerned that the real issue is that you've built this campaign on a grower (Mike Leigh) that is not contractually bound to the long term allegiance of the Company, using products that are someone else's creation, and when I point that out (on hushmail), and tell you that it needs to be locked down, you respond "good point", and that he used to have a contract for the proof of concept grow. That was on October 22. I heard nothing after that.”

[This was written a month after my initial concern was stated. There had been no response or follow up from Davis during that period.]

Davis’ response to my email was short and not so sweet. “I think you have made a big mistake with this response.” This was the beginning of the end for me. I was engaged to make sure loose ends were tied up, but helpless to do so, because he seemed to ignore the loose ends.

AQUARIUS CANNABIS' BUSINESS MODEL - CONFLICTS OF INTEREST:

The conflicts of interest that Davis has authorized for Aquarius Cannabis is another example of how the business is ran solely upon Davis Lawyer’s whim, and without due consideration to oversight of the risks that are presented to him. For instance...

• Davis revealed to me that John Donaldson, who is the “Controller” (in several applications of this word) and Accountant, also does the books for a competitor. I’ve lost the mental note of who it is, but this conflict of interest is the simplest one. I questioned, and was told that there was no Non-disclosure or Confidentiality clause in John's arrangement. I'm not even sure he has a contract. More on how he really controls the reigns Aquarius Cannabis, behind the scenes, with Davis' approval, coming up later in this expose.

• I was told that the “Director of Marketing” worked for Phillip Morris parent company Altria. I mistakenly thought that this was Lowell Hinte. So, I wrote Davis an email on the private

Hushmail account he had set up (at my suggestion, for private communication.)He clarified my misunderstanding, and told me that “Jose [de Castro] is the one who works for Phillip Morris.”

Let me be candid. If Phillip Morris doesn’t have an interest in the marijuana smokable market, I’ll become a contortionist that juggles. So, getting a director of marketing that works for what any reasonable person would see as a competitor, is akin to saying “I have no problem with the possibility of corporate espionage.”

• Washington Counsel’s Conflict of Interest: I was engaged to find the Company counsel for the State of WA, so that the Company could do business in the State of WA. One of the names that seemed to be a possible was that of Stephanie Boehl.  When an attorney engages a client, the ethical thing to do is to disclose possible conflicts of interest (that may not be actual conflicts of interest at the time). So, Stephanie dutifully did this. Her husband (another attorney in WA, who also astoundingly represents marijuana business related clients) is pursuing a retail marijuana license in WA. I saw this as a problem, and it wouldn't have been disclosed if it wasn't something that could be "interpreted" as a problem.

I wrote Davis, and expressed extreme concern about this. It’s my opinion that being in league with an attorney whose family is in the marijuana business is a huge mistake.

I told Davis in my notes to her engagement letter: “This is a deal breaker, in my opinion. This disclosure means that (like it or not, or signed away or not) her licensee husband has access to our business plan, and can use this information in a way that could harm us.”

Davis didn’t see the sense in my caution. Another attorney in the same area responded to me and said (in writing) “I have no interest in any cannabis business (other than attorney-client). I would consider it a

conflict to represent a business and be in that same business or any of the ancillary businesses.” So another attorney in the area says that he believes it is a conflict of interest for that scenario to exist, I say it is a conflict, but Davis knows best... [And yes, Davis, this email is in the AquariusCannabis.com email account you had set up for me. 11-13-14 @ 12:56PM]

I was instructed by Davis to waive my concern, and the Company engaged Stephanie.

AQUARIUS CANNABIS' CASH POSITION - ALMOST OVER?

There is some misrepresentation going on from the Company about the financial standing of the Company, which is why I'm initiating a formal complaint to the Securities and Exchange Commission at this time. Aquarius Cannabis is on a big push for investors currently, and they just released a press release 11-25-14 through KCSA public relations firm, that announces that they just doubled their team in “anticipation of rapid growth.”

The real story, however, is that in an email dated 11-14-14 (just 9 days earlier) Davis aborted paying Mark Hunter a retainer to pursue Cassidy. Here are the words of that email:

“Mark-

After reviewing our cash position this weekend, it is apparent that we cannot afford to begin this case against Cassidy just yet.

We had a huge shortfall in our last raise and have only just begun the new campaign. Unless we bring in more capital, January payroll is not be there for anyone on our team.” 

Here it is for you to see:

So, Davis Lawyer told an attorney that January payroll was questionable (and that he couldn't afford a retainer to pursue money that was lost), and then released a press release that says that the Company has “double[d] team”… That's quite a stretch, wouldn't you say? (All in a span of 9 days)

If you’re reading this, I’m assuming that you’re intelligent enough to discover your own truth here, and I believe that Aquarius Cannabis is merely inflating their public perception to keep the cash cow going a little longer, when in fact, I can see nothing of substance here to even invest in.

In the recent Shareholder update, Davis took responsibility for "misjudging" Blackbridge Capital's ability to bring funds to the table.

QUOTE:

I kept hoping to see Davis take responsibility for the other "misjudgments" and allow receipt of constructive criticism, without going full-auto on the ego piece.  

MANIPULATION OF THE VALUE OF AQUARIUS CANNABIS SHARE VALUE?

With this expose, a concurrent investigation (citing manipulation of stock value) will be requested by the author to the SEC, because of the public versus the private presentations of Aquarius Cannabis Inc's alleged value.

The Shareholder Update that went out recently played out like this. An email announcing the Shareholder Update was issued. It

contained this original text:

Don Grede came back and said:

Encourage investors to “hold….” On something that just isn't moving along? Really? "maintains a solid stock price?" WTF?

John Donaldson, however, came back and said:

So, John Donaldson wants this deadline that he has just been put under REMOVED.  So, Davis Lawyer asks:

And John Donaldson responds:

This appears to be a total delay tactic, and Davis Lawyer just rolls with it, without pinning John Donaldson down to any deadline… (Even though the alleged goal is to go public MONTHS AGO, so that Aquarius Cannabis can continue…)

NO S-1 IS FILED!

I did a search at the SEC, on December 1, 2014, and I still can't find any S-1 filing for either the original Aquarius Agriculture Inc, (that James Cassidy worked on and provided) - (Looks like there is a 10-Q missing, also. - Quarterly report…)

or the other company (Aquarius Cannabis Inc.). The 11-12-14 notice of exempt securities for Aquarius Cannabis Inc, appears to be another attempt to float this thing a little further...

There is also another Aquarius Holdings LLC filing that pertains to the company, but the filing is apparently just another notice of unregistered stock, matching the one above, in that it is another

avenue that they can float another investment offering(s) upon.

Why invest in a methodology and/or process that is not even solidly documented or owned by the one offering it?

or the other company (Aquarius Cannabis Inc.). The 11-12-14 notice of exempt securities for Aquarius Cannabis Inc, appears to be another attempt to float this thing a little further...

One of the team members just posted this picture on facebook:

HOW can something be "voted as the #1 brand," when no one has actually SMOKED Aquarius Cannabis yet? Let me be clear, There has been NO grow to product cycle yet that has been packaged, certified, and then used (smoked/consumed) as branded Aquarius Cannabis. I find this very telling, when the poster didn't cite the source of "who" voted it as "the #1 brand". I'm betting only the team was involved on this vote. THIS IS ALL HYPE.

Why am I doing this? While I worked to help Davis Lawyer and Aquarius Cannabis get their asses covered, it did not, evidently, include the right for me to disagree with Davis Lawyer. So, a couple of issues in which we had disagreement in the last two weeks,

resulted in Davis giving me das boot ( It was "The CEO" vs. "The Help"). I was trying to help fix these things, and move the company along. But perhaps I was moved out just in time before the bulk of the ship goes down with those attempting to tread water.

And, as it turns out, (and true to predictable form for Davis) even though I was instructed by Davis to write my own contract (which I did), and he told me that he'd go over it with me, and get it signed, He never signed it, nor asked me to. (Predictable cycle - engage someone, and just proceed -balls to the wall, tie up the loose ends later -if at all...)  So, we had absolutely ZERO meeting of the minds, and I assumed ZERO liability nor pledged loyalty to Aquarius Cannabis, regarding my service in Risk Management.

My conscience, my core desire for balance, and my desire for closure says to blow the whistle. So, I am.

(Any and all views expressed hereon are the opinion of the author, and while evidence is included to support this presentation, the author acknowledges that all stories have two sides. This expose is an attempt to warn current, and potential investors in Aquarius Cannabis Inc. (A Nevada Corp), Aquarius Holdings, LLC, (A Colorado Limited Liability Company), Aquarius Agriculture Inc (Formerly Storm Run Acquisition) and any other Aquarius entities now existing, or soon to be formed, that what is going on behind the scenes, is different from what is being presented to investors. In full disclosure, when Davis learned that getting money back from Cassidy was not going to be a quick, or hopeful venture, without much work, funding, and energy, I believe that he saw that this $85K was not going to be what kept Aquarius

Cannabis afloat, and I believe that struck Davis hard. I will say that Davis is a passionate man, and has put much energy in this project, and I acknowledged this. Hell, it inspired me many times. I predict it will be a total failure, however, unless he is under some sort of oversight by his fellow business members and/or corporate officers. All wording and presentation hereon are per disclaimer, and absent waiver of right of interpretation.) ~ Jay Vincent PrivateSolutionsPma@yahoo.com

The author is absent claim of copyright, and permission is hereon granted to reprint, either in whole, or in part, as long as the author is acknowledged as perpetually retaining the right of interpretation of the words, terms, and ideas presented hereon.

“Timid men prefer the calm of despotism to the tempestuous sea of Liberty.”-Thomas Jefferson

Here’s to liberty.