- Current report filing (8-K)

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
949.945.5384

Adia Nutrition (PK) (USOTC:ADIA)
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