Adia Nutrition, Inc. (ADIA)

[Jason Coombs]

I continue to appreciate the good questions, thanks for putting in the effort.

More than transparent when you havent even provided the agreements? If anything, thats less than transparent.

As you know, it is NOT the standard of practice for exchange-listed public companies to publish the full text of Agreements except under certain circumstances. ADIA is not subject to the 1934 Exchange Act and is not listed on any exchange, so you would like it and me to be held to a higher standard when there is no obligation to disclose ANYTHING than if ADIA were to re-register its shares with the SEC? Compared to the disclosure requirements under the 1934 Exchange Act yes I am already being MORE THAN TRANSPARENT.

Now this makes no sense and confirms why interpretations of the above referenced agreements is better left to investors to decide for themselves.

Just how would you or anyone else propose current public shareholders to retain their equity ownership percentages in ADIA if new equity was invested into the company? Its impossible!

Relative to the current share structure in which 100,000,000 shares are authorized. Relative to what everyone knows is the alternative: massive dilution and new authorized shares and new classes of stock with Preferred rights. Relative to what Accredited investors require to risk investing in a turnaround in which there are legal and financial problems of uncertain magnitude.

New capital would come in to ADIA anyway if I were to agree to cram down and dilute everyone who holds Common stock today. That's not going to happen, and new capital will come in anyway but on terms and at a valuation that will not cause harmful dilution to the Common stockholders.

I'm not splitting hairs nor am I arguing about the definition of "dilution" when I point out that a restructuring which takes all the value away from the Common stockholders is "dilution" whereas the re-issuance of Common shares which were previously issued anyway but that I have successfully clawed back, coincident with the recapitalization of the company in return for re-issuing those shares, does not harm anyone.

I am referring to dilution of value, a reduction in the relative value of each existing shareholder's position, which is what dilution means to real people. I have raised capital from Accredited investors in my other startups and in connection with those transactions the Accredited investors have accepted and agreed that there is indeed a difference between "dilution" which reduces the value of already-issued shares and the thing you are calling "dilution" whereby new capital is raised and therefore there are newly-issued shares outstanding -- but relative to the previously-known and un-modified Authorized Shares, relative to the EXISTING CAPITAL STRUCTURE.

I do appreciate good questions, but I won't put unlimited amounts of my time into answering questions that argue pretend points of confusion.

If you truly felt providing these agreements were pointless and MISLEADING, why did you post a link to the filing where you felt they were available??

You need to go back and re-read my words and my reference to the SEC filings. You have misinterpreted my statement, which I believe was very clear. I did not say nor did I imply that the full text of the Agreements were contained within the SEC filings.

Also, if you feel the agreements are misleading, then youre making a case what your interpretation is will differ from what we might read for ourselves.

Nonsense. I did not say the Agreements were misleading. Publishing them in an 8-K will potentially attract attention to the company outside the context of this active discussion, and publishing them without my Power of Attorney and a clear explanation as to why they are being published after all this time would be CONFUSING which could cause people to misunderstand.

To create misunderstanding (whether in answering questions OR IN ASKING THEM) where no misunderstanding needs to exist is by definition MISLEADING.