SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ 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): February 24, 2012 PIVX SOLUTIONS, 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.) PO Box 335, Dargaville, New Zealand 0340 (Address of principal executive offices) (Zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 999-2709 NOT APPLICABLE (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 9.01(d) Financial Statements and Exhibits. 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. Exhibit 1. -------------------------------------------------------------------------------- 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: February 24, 2012 Adia Nutrition, Inc. By: /s/ Wen Peng ------------------------------------- Wen Peng, Chief Executive Officer and Chief Financial Officer
EXHIBIT 1 Discussion about financial results for December 31, 2011 Statement of Operations 1. The $31,094 of revenue for the year ended December 31 represents sales of Orange Flavored probiotic powder from June 2011 through the end of the year. In August, we introduced our probiotic chews, and in September we introduced our Berry flavor. In December, we introduced our unsweetened Green Tea and Lemon-Lime sport flavors. 2. We sold more than 2,400 units last year, split almost equally between chews and powders. We are expecting sales for the first 2 months to surpass all of last year by a good margin. 3. Salary expense should decrease, as we switched one full time employee for an hourly accountant. 4. Product development expenses are one time, and represent the cost to develop our powders, chews and bars. 5. Professional fees represent the legal costs incurred in taking over the shell, registering the Adia trademark and filing fees. 6. As of the date of this filing, there are 69,646,206 shares outstanding. Balance Sheet 1. The balance sheet shows the old obligations of PiVX, the predecessor company. Most of those obligations are more than 5 years old. Although we have been working to resolve these issues many of the creditors no longer exist or have written down many of these liabilities due to their age. 2. We have been unable to locate records behind the assets of PiVX, and will therefore assume they are valueless. 3. The liabilities and assets will be revalued upon audit. Adia Nutrition, Inc. Statement of Operations For the twelve months ended December 31, 2011 (Unaudited) Revenue Sales $31,094 Total Revenue 31,094 Cost of Goods Sold 18,124 Gross Profit 12,970 Expenses Salaries and Wages 114,180 Salesperson Draw 13,677 Payroll Tax 8,792 Advertising and Promotion 12,678 Automobile Expense 100 Bank Charges and Merchant Fees 1,912 Commissions 6,756 Donation 713 Dues and Subscriptions 2,316 Event Expenses 2,698 Freight and Delivery 2,864 Health Insurance 21,493 Insurance Expenses 4,964 Interest Expense 301 License and Permit 155 Marketing Expense 10,013 Meals and Entertainment 287 Outside Services 926 Parking 605 Printing and Reproduction 6,199 Product Development Expense 46,000 Professional Fees 28,170 Registration and Filing 2,480 Rent Expense 9,855 Supplies 1,610 Taxes 151 Telephone Expenses 3,758 Website Design 3,260 Total Expense 306,913 Other Expense Tax Expense from Prior Company 21,349 Net Income/(Loss) $(315,292) Adia Nutrition, Inc. Balance Sheet December 31, 2011 (Unaudited) PiVX Adia Consolidated Assets Current Assets Cash $- $13,163 $13,163 Accounts Receivable 110,306 851 111,157 Inventory - 82,784 82,784 Other Current Assets 34,033 - 34,033 Total Current Assets 144,339 96,798 241,137 Fixed Assets Intangible Assets 100,000 - 100,000 Property and Equipment 10,001 - 10,001 Accumulated Depreciation (10,001) - (10,001) Total Fixed Assets 100,000 - 100,000 Other Assets Other Assets 31,416 - 31,416 Total Other Assets 31,416 - 31,416 TOTAL ASSETS $275,755 $96,798 $372,553 Liabilities and Equity Current Liabilities Accounts Payable $1,806,860 $107,371 $1,914,231 Sales Tax Payable - 2,346 2,346 Accrued Liabilities 437,430 - 437,430 Shareholder Notes Payable - 298,220 298,220 Deferred Revenue 68,506 - 68,506 Related Party Loans 562,500 - 562,500 Accrued Tax Liability - 21,349 21,349 Total Current Liabilities 2,875,296 429,286 3,304,582 Long Term Liabilities Capital Lease 458,537 - 458,537 Convertible Notes 168,501 - 168,501 Total Long term Liabilities 627,038 - 627,038 Total Liabilities 3,502,334 429,286 3,931,620 Equity Add-in Capital 15,307,301 - 15,307,301 Committed Common Stock 497,820 - 497,820 Common Stock 31,352 500 31,852 Paid-in Capital in Excess of Par Value - 9,500 9,500 Deferred Compensation (173,386) - (173,386) Capital Contribution 9,532 - 9,532 Retained Earnings (18,926,394) (315,292) (19,241,686) Total Equity (3,253,775) (305,292) (3,559,067) Total Liabilities and Equity $248,559 $123,994 $372,553 CONTACT: Adia Nutrition, Inc. Mike Matsie 949.945.538