Adia Nutrition, Inc. (ADIA)

[gamood]

I think present and potential future investors should read and reread Jason's post #4634

Because ADIA raised millions of dollars between 1999 and 2006 when the company was called PivX Solutions, Inc. and my friends and family and I invested a substantial amount of money in the company. I sold my forensics business to PIVX in 2004:

PivX Secures Jason Coombs as Director of Computer Forensics and Expert Witness Services
http://www.businesswire.com/news/home/20040528005113/en/PivX-Secures-Jason-Coombs-Director-Computer-Forensics

The original, the second and the third management teams of PivX were unable to achieve profitability in the booming cybersecurity industry. However, my forensics business was always very profitable.

I became CEO in 2006 to engineer and execute a turn-around:

PivX Solutions Secures Digital Forensics Expert Jason Coombs as New Chairman and CEO
http://www.businesswire.com/news/home/20060626005634/en/PivX-Solutions-Secures-Digital-Forensics-Expert-Jason

On March 3, 2011 as part of my turn-around plan we announced:

"PivX Solutions, Inc. today announced that it has adopted a new corporate name, 3Me, Inc. and the company is declaring a stock dividend to spin-out one of its successful brands as a new independent entity, Homeland Forensics, Inc."

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7772832

On July 15, 2013 as an emergency measure to keep the company alive when the founders of 3Me / Adia Nutrition suffered a severe personal and professional setback and were unable to conclude their planned asset sale to LiveWire, I was again appointed CEO:

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9402902

Fortunately, Bill Hodson and his team are trustworthy, honest people who know how to resolve problems and create value for shareholders -- they didn't give up, and we were able to reach an agreement for Bill to become CEO of ADIA on January 27, 2014:

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9733494

The final step in my turn-around plan, which started in 2006, is for ADIA to conclude the spin-out of the legacy PivX Solutions assets and subsidiaries. This is expected to take place later this year, but it requires FINRA approval and must comply with IRS and SEC regulations so that the stock dividend being issued to holders of ADIA Common Stock does not incur a tax liability. This spin-out does appear to qualify as a tax-free dividend, but we cannot declare the dividend and announce the ex date until the entire process of qualification is complete. See the summary of ADIA at OTC Markets:

http://www.otcmarkets.com/stock/ADIA/profile

Why is all of this complicated corporate restructuring being done? The answer is simple: PivX Solutions created and acquired valuable intellectual property assets and it would be senseless for those assets to be abandoned.

The line of business we have operated in cybersecurity and forensics since 1999, and my forensics company's work dating back to 1995, has even more intrinsic potential today than it has ever had before. When we were receiving funding from private investors, friends and family in 2004 we managed to grow a market cap of nearly $100M and our products and services were in use by hundreds of thousands of people around the world with a particular emphasis on enterprise security.

As soon as the final JOBS Act Rules go into effect and it becomes possible to raise new capital from the public in compliance with Federal and State Securities Regulations, and after the Homeland Forensics, Inc. spin-out is completed, I believe that we will be successful in raising new capital. While these spin-out steps were supposed to have been in motion already, from 2011-2012, my team raised $100K for a new startup that might merge with Homeland Forensics, Inc. and we also launched Public Startup Company, Inc. which is now part of the PivX Solutions legacy business. As a subsidiary of Homeland Forensics, Inc. the Public Startup Company, Inc. venture and the other new startup for which we've already raised $100K of seed capital from friends and family have just as much potential to grow as the cybersecurity and forensics parent company does.

With new capital, each one of these companies could easily become $100M+ market cap public companies in the future, in my opinion.

In 2012 it appeared that we were going to be funded fully by one of our seed investors but then things went all pear-shaped because Wen Peng and her investment banker employer lost the plot and made things seem very messy. The one thing investors do not want is to be associated with something that carries with it a risk to their reputations. Investors who started due diligence were correct in their perception of an immediate risk to their reputations, as the events of last year illustrated, so everything got put on-hold.

The spin-out will definitively separate the legacy business and its assets from the publicly-traded parent company, and I believe this will eliminate the reputation risk that investors perceived previously because of what happened at ADIA before Bill Hodson and his team stepped in to carry on the probiotics business. If Bill had not offered to do this then I was planning to spin-out the probiotics business, instead.

All of the above will absolutely, positively be completed. I hold multiple contracts with ADIA and I hold a right to repurchase control of the company if the spin-out is not completed as-agreed. There is every appearance now that Bill and his team are going to finish the spin-out, but until that time the ADIA business is still both a probiotics company and a cybersecurity/forensics company waiting to be spun out to our shareholders in a tax-free dividend.

It would be fair to say that Adia Nutrition is very, very pregnant with an internal startup and legacy subsidiaries that need to be spun out in order for them to survive. Nobody wants Homeland Forensics to remain part of ADIA and it would have been spun out in 2011 if the founding team and the investment banker behind 3Me/Adia Nutrition had followed through with contractual obligations and promises to perform.