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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 18, 2013
ADIA NUTRITION, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 000-33625 87-0618509
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box 636, Kurtistown, HI 96760
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (831) 241-4900
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
Adia Nutrition, Inc. (the "Company") filed a Notice of Termination of
Registration on September 25, 2008 and therefore is no longer subject to the
reporting requirements of the Securities Exchange Act of 1934 (the "34 Act").
Nonetheless, the Company files this Current Report for the sole purpose of
informing shareholders and the public of certain events. This filing is not
intended to imply that the Company intends to become subject to the 34 Act or
comply with any other disclosure or filing requirements thereof.
Adia Nutrition, Inc. announced in a previous filing that it is adopting a new
corporate name, Homeland Forensics, Inc., that it has formed and intends to
spin-out a subsidiary known as Public Startup Company, Inc. to enable secure
Internet-based crowd funding, and that it has entered into a Letter of Intent
to license the assets of its existing nutrition and probiotics business to
LiveWire Ergogenics, Inc. (OTCQB: LVVV) in a revised strategy to maximize the
value of its legacy business assets in the fields of security and forensics.
On December 2, 2013 the Company's CEO, Jason Coombs, was contacted by the
Securities and Exchange Commission (SEC) Division of Enforcement regarding the
matter of Public Startup Company, Inc. and previous and ongoing JOBS Act public
offerings of unregistered securities commenced in compliance with the revised
federal securities laws pursuant to the JOBS Act, including but not limited to
initial and secondary public offerings initiated under the new SEC Rule known
as Regulation D Rule 506(c).
Regulation D Rule 506(c) was created by the SEC, at the direction of Congress
and the Executive Branch of the U.S. federal government, to implement Title II
of the Jumpstart Our Business Startups Act. More information about this Act is
available from the SEC Website:
http://www.sec.gov/spotlight/jobs-act.shtml
Between December 2, 2013 and December 5, 2013 the SEC Division of Enforcement
delivered a letter, and other correspondence, by e-mail, along with a Form 1662
a copy of which can be found on the SEC.GOV website, here:
http://www.sec.gov/about/forms/sec1662.pdf
The SEC Division of Enforcement was conducting an "informal inquiry" into
federal securities law compliance by Jason Coombs and Public Startup Company.
The Company, its subsidiaries, and its CEO, Jason Coombs, have been supplying
copies of general solicitation and general advertising materials planned to be
used in connection with Rule 506(c) public offerings. More information can be
found at the SEC.GOV website for voluntary submissions of such materials, here:
https://www.sec.gov/forms/rule506c
A press release was published by the Company on December 10, 2013 at this URL:
http://www.pr.com/press-release/532004
On December 18, 2013 the SEC Division of Enforcement delivered a subpoena to
Jason Coombs in connection with this matter, and subsequently clarified that a
formal order of investigation had been issued in connection with this matter as
a result of the initial "informal inquiry" conducted through December 5, 2013.
A full and complete copy of the subpoena has been attached hereto as Exhibit 1.
The Company, its Officers and Directors, and its subsidiaries, are each
cooperating voluntarily with the Commission's formal investigation.
The investigation is considered "confidential and non-public" or "private" by
the SEC, however the existence of the investigation and details concerning it
are not required to be kept secret by the Company. Because this is a "private"
investigation, the Company may not receive a final notice from the SEC Division
of Enforcement indicating whether the Company and its Officers and Directors
were found to be in compliance. The next step in the enforcement process may
simply be the initiation of civil litigation by the SEC, or a referral to
appropriate law enforcement agencies for further investigation and potential
criminal prosecution.
The Company will provide timely updates on this important matter when possible.
Item 9.01(d) Financial Statements and Exhibits.
Exhibit 1. Subpoena from The Securities and Exchange Commission to Jason Coombs
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 27, 2013
Adia Nutrition, Inc.
By: /s/ Jason Coombs
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Jason Coombs, Chief Executive Office
