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Re: stlogic post# 4297

Thursday, 01/30/2014 5:09:22 PM

Thursday, January 30, 2014 5:09:22 PM

Post# of 8442
Bill Hodson has asked that he be allowed to communicate with the investors, so I am deferring to him but of course everyone is very busy so I will clarify this point, below. Going forward there will be a different forum for public discussions about Homeland Forensics, Inc. and Public Startup Company, Inc. even if that forum ends up being hosted elsewhere, away from investorshub.com if they won't or if they are not allowed to host such a discussion forum for some reason. I have not looked into that question yet.

The spin-out of Homeland Forensics, Inc. will be what it originally was meant to be, and what it was announced to be all the way back on 2011: a proper spin-out by way of a stock dividend to the holders of ADIA shares on the dividend ex date. This requires FINRA approval prior to the declaration of the dividend, so the dividend ex date has not yet been determined.

If ADIA were a 1934 Exchange Act-registered issuer then we could perhaps do this spin-out in the form of a new public company with a registered class of security, but that is not possible in the case of a private company that has an OTC ticker symbol assigned to its unregistered securities which is what ADIA is today.

When a new corporation is spun out from an existing private corporation, the new corporation is a private company just like the parent is -- being quoted OTC does not make a company "public" in terms of the 1934 Exchange Act nor does it impose any public disclosure obligations pursuant thereto.

Describing the spin-out as a "private company" that will be incorporated in Washington, D.C. is the most accurate way to differentiate this from a public spin-out. It is important to understand that ADIA itself is not a public company today and that it has no disclosure obligations pursuant to the 1934 Exchange Act despite still having an OTC quotation for its Common stock.
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