SEC Comment Letter for Adia Nutrition, Inc. (ADIA) (CIK 0001160420) (ADIA) — Jun 8, 2005
Adia Nutrition, Inc. (ADIA) (CIK 0001160420)
Date: June 8, 2005 · CIK: 0001160420 · Accession: 0000000000-05-028556
AI Filing Summary & Sentiment
Letter
Mail Stop 3561 June 8, 2005 Vance Ito, Principal Financial Officer Pivx Solutions, Inc. 23 Corporate Plaza, Suite 280 Newport Beach, CA 92660
Re: Pivx Solutions, Inc. Item 4.02 Form 8-K Filed June 2, 2005 File No. 0-33265
Dear Mr. Ito:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your documents in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
In the third paragraph of the Form 8-K - Item 4.02, you state that the anticipated effect on total assets and additional paid in capital would be approximately $2.7 million. In the restated financial statements included in the Form 10-KSB/A we note that the related effect was actually $1.9 million. Please explain to us why the estimate in the Form 8-K filed on June 2, 2005 was different from the amount recorded in the financial statements of the Form 10- KSB/A filed on June 7, 2005.
We note the revised audit report included in the Form 10- KSB/A filed on June 7, 2005 is still dated as of March 15, 2005. Please refer to AU Section 530 and have the auditors revise their report accordingly.
As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
If you have any questions, please call Babette Cooper at (202) 551-3396
Sincerely,
Babette Cooper
Staff Accountant
Show Raw Text
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Mail Stop 3561
June 8, 2005
Vance Ito, Principal Financial Officer
Pivx Solutions, Inc.
23 Corporate Plaza, Suite 280
Newport Beach, CA 92660
Re: Pivx Solutions, Inc.
Item 4.02 Form 8-K
Filed June 2, 2005
File No. 0-33265
Dear Mr. Ito:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
In the third paragraph of the Form 8-K - Item 4.02, you state
that the anticipated effect on total assets and additional paid in
capital would be approximately $2.7 million. In the restated
financial statements included in the Form 10-KSB/A we note that
the
related effect was actually $1.9 million. Please explain to us
why
the estimate in the Form 8-K filed on June 2, 2005 was different
from
the amount recorded in the financial statements of the Form 10-
KSB/A
filed on June 7, 2005.
We note the revised audit report included in the Form 10-
KSB/A
filed on June 7, 2005 is still dated as of March 15, 2005. Please
refer to AU Section 530 and have the auditors revise their report
accordingly.
As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions, please call Babette Cooper at
(202)
551-3396
Sincerely,
Babette Cooper
Staff Accountant
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306
DIVISION OF
CORPORATION FINANCE
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