Replies to post #5209 on Adia Nutrition, Inc. (ADIA)

[Jason Coombs]

Thanks for the good question. Here is the filing:

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7954743

"Jason Coombs holds a right of repurchase for the 10,000,000 Preferred shares if the Preferred are not redeemed by the company from the
current Preferred shareholder prior to September 22, 2011"

Also, although the mechanism of dilution prevention was not disclosed in the 8-K on March 3, 2011 the following statements come from the agreements executed in 2011 when Wen Peng and Shelly Singhal launched ADIA and agreed to spin out the information security and cyber forensics business as Homeland Forensics:

"Additionally, PivX will be declaring a stock dividend of shares of a newly-formed subsidiary, Homeland Forensics, Inc. The record date has not yet been established but it is expected that each shareholder of PivX Solutions on the record date will receive one share of Homeland Forensics, Inc, for every two shares of PivX Solutions, Inc."

"Jason Coombs will remain a Director of PivX Solutions under its new name, 3Me, Inc. and will also become Chairman and Chief Executive Officer of the new Homeland Forensics Inc. subsidiary. Upon conclusion of the stock dividend the subsidiary will become an independent spin-out company with the same initial shareholders as the parent company"

I will file the agreements in an 8-K along with my Power of Attorney. The key point is that the only dilution allowable relative to the "one share of Homeland Forensics, Inc., for every two shares of PivX Solutions, Inc." was dilution caused by capital formation transactions which were contractually-required to occur at $0.05 per share or higher.

See:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9570714

"On March 18, 2013 the Company issued 23,000,000 shares of Common stock to the list of recipients shown in Exhibit 1: "Control Log." These shares were issued in violation of Federal and State Securities Regulations. Plus, the issuance of these 23,000,000 shares constituted a material breach of multiple contracts of the Company with multiple private parties in 2011 and 2012. On April 29, 2013, the Company issued a further 1,500,000 shares of Common stock further violating securities regulations and breaching civil Agreements. The issuance of each of these share certificates is now in the process of being reversed, accordingly.

Furthermore, a number of shares were issued between 2011 and 2013 which also violated Federal and State Regulations, and may have breached civil Agreements.

Some of the shares issued between 2011 and 2013 are likewise being clawed back by the Company presently, while the remaining shares are now the subject of a "rescission" offer as a step in remedying the previous regulatory violation.

A "rescission" offer is an offer to repurchase shares previously sold privately in an unregistered securities Offering not in full compliance with Regulation D.

The Company has, thus far, received definitive rejection of its rescission offer with respect to 1,000,000 shares previously sold for $30,000.00 during 2011. It is expected that some of the investors who purchased shares during 2011 or 2012 will accept the Company's rescission offer. Updates will be provided regarding the progress of the claw-back and rescission procedures in future 8-K/A filings.

On October 23, 2013 the Company's transfer agent received the first certificate to be returned pursuant to the claw-back process. Attached as Exhibit 2 is the statement from the Company's transfer agent reflecting the return and conclusive cancellation of 10,000,000 Common stock shares previously issued to April Nugent on March 18, 2013."

Due to a bug in the OTC Markets website that makes it incompatible with multiple PDF attachments in EDGAR filings, you have to view the PDF version of the filing in order to see that the Control Log was filed along with the text-only version. Here is the URL:

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=9570714

I don't see both Exhibits at that URL, though, so here is the raw EDGAR filing from sec.gov:

https://www.sec.gov/Archives/edgar/data/1160420/000116042013000007/0001160420-13-000007-index.htm

and the second PDF containing the report from the transfer agent:

https://www.sec.gov/Archives/edgar/data/1160420/000116042013000007/r8k102513b.pdf

[Jason Coombs]

Also, can you describe the terms of the preferred

Here is the SEC filing from 2006 regarding the Preferred shares, which FYI are not convertible into Common and have 5:1 voting rights:

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=4560008

7. Voting. Each share of Series A Preferred Stock shall entitle the holder to five (5) votes on any matter submitted to the shareholders of the
Company for their vote