Adia Nutrition, Inc. (ADIA)

[Jason Coombs]

I don't believe there is confusion or doubt about anything here, and I will say again that as soon as I have the Power of Attorney available it, and the full text of the Agreements which grant me the right to repurchase the Preferred shares, WILL be filed with the SEC.

So youre saying you are comfortable to provide shareholders/potential investors with LESS INFORMATION than required by lowly PINK SHEET companies?

The full text of a contract is sometimes disclosed by issuers, but there is no requirement for such disclosure by "lowly PINK SHEET" companies. I have been saying repeatedly that I am ALREADY providing more information than many if not most PINK SHEETS companies do. I don't believe there is any doubt about this.

As soon as possible it is my intention for ADIA to resume periodic disclosures, and to provide MORE information than PINK SHEETS companies usually provide, at least according to the requirements of the JOBS Act.

I appreciate that you want me personally to be held to a standard equal to that of a 1934 Exchange Act-registered company. I take that as a compliment. Thanks.

Of note is your volunteering the bits & pieces of information here in a not so veiled attempt to prepare and firm up potential investors for whatever you have planned.

I don't agree that it is "bits and pieces of information" -- as for my attempt to "firm up" potential investors, I am commencing a public offering of newly-issued unregistered shares. This is my legal right pursuant to the JOBS Act, and it is my expectation that Adia Nutrition, Inc. will either be the corporate entity that will issue those shares or its subsidiary corporation will issue those shares.

There are steps that I must take to conclude the public offering successfully. I am taking those steps, and I have the right to explain myself. I understand this is new to everyone, but it's the new system of startup capital formation and I see nothing wrong with it. My reason for not filing the full text of those Agreements right now was explained. I don't think they mean the same thing if for some reason the Power of Attorney documentation does not get executed as what those Agreements mean when my Power of Attorney is completed. There is a good personal reason why it is taking longer than I would like it to take, and I don't see any reason to explain what that issue is. It has nothing to do with me and would violate the privacy of others for me to reveal it. So I have explained instead what you have read here: it is my sincere belief the Power of Attorney documentation is coming -- the Power of Attorney has already been affirmed verbally, or I would not be discussing this in the first place.

I understand but those shares you anticipate clawing to mitigate diluting current shareholders should have never been issued in the first place. Therefore they cannot be considered outstanding. Reissuing them, as you call it, is still diluting common holders from what their true percentage ownership should be..

Those shares ARE considered outstanding. Look at the share structure disclosed on OTC Markets and in the multi-part SEC filing I referenced. The improperly-issued shares will be clawed back. I believe this to be the case for several reasons, not the least of which is that I was told by the attorney for Shelly Singhal that the shares would be returned after I had new capital raised. Obviously that's impossible unless there is the aforementioned definitive path to reinstatement and control, so rather than continue to go in circles being insulted by Shelly through his attorney I have simply taken care of the Power of Attorney instead. Nobody will invest, nor should they, when Shelly and Bill are still refusing to cooperate and so long as their non-cooperation is any kind of a risk factor.

This is deception in my book. Akin to a dept store doubling the price of widgets then advertising a massive 50% off discount!

It's not deception of any kind. I am saying that even if the remaining shares do not get clawed back successfully, when I raise new capital at $0.05 or higher it will not result in a restructuring of the share structure of ADIA/Homeland Forensics. It does remain an open question at this time whether there has been, through the wrongful events of 2011-2015, the irreversible improper issuance of shares, raising the outstanding share count from 70 million to 90 million, without bringing in the $1,000,000.00 of new capital that those newly-issued shares were supposed to have brought in as a condition of their issuance.

I find it hard to believe that the shares will not be clawed back, considering the legal and tax problems it will cause to the recipients of the improperly-issued shares, and the problems it will continue to cause to those who were responsible for issuing them. People, in my experience, prefer to not have such problems.

I understand the remarks disparaging my "re-issuing" wording. But as new capital comes in there ceases to be such a thing as "diluting common holders from what their true percentage ownership should be" because, as everyone knows, when new value is added by new investors there is no meaning to the concept "what their true percentage ownership should be" because nobody is automatically entitled to a fixed percentage ownership of an infinite amount of newly-added value. The new investors expect the share structure to be respected going forward, and for good governance to keep operations economical so that the course of growth in value is steered correctly. As long as this happens going forward, the new capital raised and shares re-issued after the claw-back in order to raise that capital cannot be disparaged as "deception" nor "dilution" because it most certainly is not either one in a situation where every shareholder holds more value by way of their shares as a result.

The relative positions of each shareholder fluctuate as value comes into the corporation and as shareholders exit and re-enter positions. What I have said is that under no circumstances will I be issuing shares beyond the 100,000,000 limit to the Authorized Common stock. Furthermore, the 10,000,000 Preferred shares are not and will never be convertible into Common. None of this is deception in any way at all, and moving shares back to Treasury stock from claw-backs only to "re-issue" them in constructive capital formation transactions is not a department store offering a 50% discount off of heavily-marked-up widgets just to trick buyers into thinking the discounted price is a deal!

But as I said, I do understand the rhetorical point you're driving at.

the only intent of publishing the agreements is to clear the air.. or do you not want that to happen?

Publishing the full text of the Agreements doesn't clear the air at all until I can also file the Power of Attorney which clearly establishes that upon repurchase I do in fact hold the majority vote of the company. The previously-disclosed existence of my right of repurchase was always sufficient to show that ADIA was obligated to complete the spin-out of Homeland Forensics and that a failure to do so would be a serious breach of contract. What "air" do you think gets "cleared" other than the question of whether my right of repurchase + Power of Attorney = future control when the repurchase is concluded?

Please note, if I do decide to commence a Regulation A+ Offering:

(1) No money or other consideration is being solicited, and if sent, will not be accepted;
(2) no sales will be made or commitments to purchase accepted until the offering statement is qualified; and
(3) a prospective purchaser’s indication of interest is non-binding.

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