Adia Nutrition Inc (ADIA)

[Jason Coombs]

The attorneys for the Division of Enforcement are merely seeking to verify that there have not been any violations of federal securities laws. It is not possible to determine precisely what the concern is that prompted the investigation. They won't answer that question, because to do so would reveal what information they are most interested in discovering and that would obviously make it easier for somebody to conceal or destroy that evidence.

If the motivation is political then somebody is upset about the fact that my well-researched and well-written comment letters submitted to the SEC over the last 12 months have repeatedly pointed out that the SEC has no law enforcement power of any kind, and that nobody has any obligation to comply with any of the SEC's subpoena orders until a lawsuit is filed and a judge decides to issue an order to compel. Only a court can enforce a subpoena.

I suppose that this semi-secret lack of enforcement power has been "tradecraft" as part of federal securities regulation for the last 80 years, and it is possible that somebody is upset about my assertions (correct, factual ones) that the SEC was a corrupt political commission that did not honestly try to regulate anything.

It is very bizarre that the SEC uses law enforcement language and sends subpoenas and does other things that are designed to deceive people into believing that the SEC has authority that it does not have, when the SEC's primary purpose is supposed to be to keep everyone honest in the securities marketplace. For "Wall Street's Top Cop" to be habitually and systematically misleading people in order to "regulate" the markets and to discourage other people from misleading investors is not just ironic it is also offensive. There is simply no justifiable reason for political deceptions to be the basis of federal regulations.

If the investigation is not politically-motivated then the reason it has been commenced is that the SEC is concerned that I have successfully raised capital without complying with federal rules and regulations, or that I have raised capital by making false or misleading statements.

I believe the investigation is NOT politically-motivated, because I believe that the staff at the SEC do not actually care that they work for a corrupt political commission, and I don't believe they have any desire to become part of a law enforcement agency. The systemic fraud of "federal securities regulation" works to the advantage of sophisticated and wealthy issuers, and to the disadvantage of investors and potential-competitors, thus nobody who has influence over the workings of federal regulations seems to want things to become any more efficient -- primarily because efficiency would make securities fraud much easier, but also because it might make it easier for new competitors to get funded.

In the past, between 1933 and 2013, any unregistered public offering was almost by definition fraudulent because without registration before a public offering the offering would have been a violation of federal securities regulations. There were a limited number of exceptions to this rule, such as during the brief period of time when Rule 504 (the "seed capital exemption") allowed public offerings of unregistered securities during the 1990's.

Because I have successfully raised capital previously, and because I have accomplished some things that are unusual and that a variety of other people are known to have lied about in order to raise capital fraudulently, it seems reasonable to me that the SEC Division of Enforcement would take special interest in my JOBS Act-compliant public offerings. However, the SEC is going to need to conduct more investigations in general now that the JOBS Act Rules are going into effect and public offerings of unregistered securities are legal in the United States for the first time since 1933. It is not clear yet whether the SEC is merely following a new policy and procedure that will help to proactively regulate unregistered public offerings under the JOBS Act or whether they think there is any specific violation that they plan to bring enforcement action to remedy. When this becomes clear, I will let you know.

I have provided extensive voluntary disclosures to the SEC by way of the Rule 506(c) "Voluntary Submission of General Solicitation Materials Used in Rule 506(c) Offerings" web page, located here:

https://www.sec.gov/forms/rule506c

Because I have provided these voluntary submissions, the Commission has received copies of essentially every single document that has been used to attempt to advertise my public offerings of unregistered securities. The subpoena makes it pretty clear that they now want to see comprehensive copies of all private communications and all financial records that might show that I have sold unregistered securities to non-accredited investors or done other things that violate the JOBS Act Rules.

I have done nothing wrong in any way, shape or form. But how can the SEC know this unless they see proof?