Adia Nutrition, Inc. (ADIA)

[Jason Coombs]

Shouldnt a CEO possess the capabilities to raise capital under current conditions, not on what may/may not happen in the future?

I appreciate your good and insightful commentary. One of the things you aren't taking into consideration here is that I actually care about creating value FOR THE EXISTING SHAREHOLDERS.

On a regular basis I talk with and turn away Accredited investors who are ready, willing and able to invest on the condition that I get rid of the existing investors first, either by walking away from this mess (to my personal immediate benefit) or by issuing hundreds of millions of new shares to the detriment of the existing shareholders. I have refused, and will continue to refuse.

This means that until there is forward progress and proof that we DO have a solid business model and no longer have insane self-destructive insiders destroying the value of the company there's no point in talking with the VCs and other Accredited investors who will actually write checks to back what we're already accomplishing in order to help it grow.

Current conditions permit a Regulation A+ Offering and either that will happen or after Title III Regulation Crowdfunding becomes available then that will happen, which will enable the next step of the turnaround to be concluded. Only after that happens will it become possible to raise more capital at higher valuations -- and that won't result in harmful dilution that requires any restructuring of the equity.

You have repeatedly disparaged the claw-backs of the shares improperly issued in 2013 and implied that Shelly Singhal has control over those clawbacks (he doesn't -- his wife was issued some shares but none of the other recipients are under his control nor his family members) but what I see is that it will in fact become possible to finish the claw-backs by the time it is necessary for those shares to be returned in order to make room for new Accredited investors to come in. Promises to return the shares were already made by several of the recipients, and Bill Hodson was supposed to have finished that work but it does not appear he ever did a single thing to advance ADIA since his entire empire collapsed when Dick Weed was exposed and accused by the SEC of fraud.

To illustrate this point, look who ADIA was turned over to!

Turning ADIA over to Bill Hodson was the result of deferring to the wishes of the only shareholders who were voicing an opinion at the time, including the largest and longest-running Accredited investor who backed PivX Solutions originally. My belief that it was probably a mistake did not, in my opinion, carry more weight (even in my own decision-making) than the analysis of where all the capital came from in the first place to create the cybersecurity product business and to acquire my forensics business between 1999 and 2004. Finally, Bill Hodson promised me that he would finish the spin-out of the cybersecurity, forensics and crowdfunding business as Homeland Forensics, Inc. without delay.

It makes no rational sense for the spin-out to not have occurred and for the contracts with me to have been breached at Shelly's instruction, not even when factoring in the probability that Shelly Singhal is very happy about interfering with all of this as a means of retaliation against me for my whistle-blowing reports to law enforcement (his retaliation against me, by the way, is a criminal offense that could still lead to decades of new prison sentence for him). The ONLY way that ADIA and LVVV were going to be able to move forward at all, the ONLY hope either company had of even temporary success EVEN FOR SOME KIND OF FRAUDULENT SCHEME, was to first finish resolving the problem they had caused for the PIVX investors as expressed and memorialized in the Agreements executed with me.

I am, fundamentally, the placeholder for those rights and obligations to those legacy investors, because it would be impractical for those people to attempt to fight to regain rights and equity value in any other way. Being that placeholder and enforcing legal agreements is part of the executive role, and I have done it and am continuing to do it in economic time without burning additional capital. This creates delays, yes, but it DOES NOT cause economic harm.

All thats left are the smaller investors, which unfortunately usually equates to the less sophisticated investors. In other words, the ones who get preyed upon most!

You mean all that's left for raising new capital are the smaller investors? That's just not true. Anyone will be able to invest, and not all of the people who provide the next round of capital will be "smaller" and "non-Accredited" people, just as not all of our existing investors are "small" or "non-Accredited" investors.

You frequently try to imply that some ridiculous mistake is being made or has been made because the people who have enough money to win the war aren't spending their money to win it in dramatic and expensive fashion. Egging on the combatants in a fist fight is better-suited to high school playgrounds, in my opinion, and I have never supported the spending of money just to win the many fist fights that confused people or bullies have been trying to have with PIVX and/or me personally since 2004 in connection with this complicated endeavor which became so complicated as a direct result of the company's reverse merger with Drilling, Inc. a non-operating shell company listed on the NASDAQ OTCBB.

There are complexities here that you don't understand. Truly. You think you know everything about everything but I assure you that's not correct in this instance. Things have happened with PIVX/ADIA since 1999, like the bizarre naked short position that Merrill Lynch created in 2010 and might still have outstanding despite Regulation SHO, that are almost unprecedented in the history of the public markets. Some decisions that have been made simply take into consideration confidential business and legal factors that you might never know about unless they become material information during a re-registration of the company's securities.

Thanks again for continuing to ask good questions and providing insightful commentary.