Item 9.01(d) Financial Statements and Exhibits.
Exhibit 1. ACTION BY WRITTEN CONSENT OF THE SOLE DIRECTOR OF THE BOARD OF
DIRECTORS OF ADIA NUTRITION, INC.
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: August 7, 2013
Adia Nutrition, Inc.
By: /s/ Jason Coombs
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Jason Coombs, Chief Executive Officer
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EXHIBIT 1
ACTION BY WRITTEN CONSENT
OF THE SOLE DIRECTOR OF
THE BOARD OF DIRECTORS OF
ADIA NUTRITION, INC.
a Nevada Corporation
Effective as of July 15, 2013
The undersigned, being the sole director of Adia Nutrition, Inc., a
Nevada corporation (the "Corporation"), acting pursuant to the authority
vested in the undersigned by Section 78.315(b) of the Nevada Revised Statutes
and the Bylaws of the Corporation, hereby consents to and adopts the following
recitals and resolutions by written consent in lieu of a special meeting of the
Board of Directors of the Corporation (the "Board"), which recitals and
resolutions shall be valid and effective as if adopted at a duly called,
noticed and held special meeting:
APPOINTMENT OF DIRECTOR TO FILL VACANCY, RESIGNATION OF FORMER SOLE DIRECTOR AND
SOLE CORPORATE OFFICER
WHEREAS, the Corporation currently has vacancies on its Board of Directors; and
WHEREAS, the Corporation currently has a sole Director who also serves as the
Secretary, Treasurer, Chief Financial Officer, Chief Executive Officer and
President of the Corporation; and
WHEREAS, the sole Director wishes to resign all positions currently held, and
to appoint a successor director and officer by written appointment and consent;
and
WHEREAS, the sole Director has identified a qualified director candidate to
fill one of the vacant Director positions, and to fill the newly-vacated
officer positions; and
WHEREAS, the sole Director deems it to be in the best interest of the
Corporation and its stockholders to appoint Jason Scott Coombs as a director
of the Corporation, and also as new Treasurer / Secretary / President / Chief
Financial Officer / Chairman and Chief Executive Officer of the Corporation,
pending his acceptance.
NOW, THEREFORE, BE IT RESOLVED, that the sole member of the Board deems it
advisable and in the best interests of the Corporation and its stockholders to
fill a vacancy on the Board of Directors and to immediately thereafter also
appoint a new Secretary / Treasurer / President / Chief Financial Officer and
Chief Executive Officer of the Corporation.
RESOLVED FURTHER, that effective immediately, the sole member of the Board
deems it to be in the best interests of the Corporation and its shareholders
that Jason Scott Coombs be, and hereby is appointed as a director of the
Corporation to fill one of the current vacancies, and, pending the resignation
of Wen Peng from her Officer positions as Secretary / Treasurer / President /
Chief Financial Officer and Chief Executive Officer, Jason Scott Coombs is
hereby appointed Secretary / Treasurer / President / Chief Financial Officer
and Chief Executive Officer of the Corporation.
RESOLVED FURTHER, that Jason Scott Coombs shall hold such positions until the
next annual meeting of stockholders or until successors have been elected and
have qualified.
RESOLVED FURTHER, that the executed acceptance of Jason Scott Coombs as
director, Secretary, Treasurer, President, Chief Financial Officer, and Chief
Executive Officer of this Corporation are attached hereto as Exhibit A.
RESOLVED FURTHER, that the executed resignation of Wen Peng as Secretary /
Treasurer / President / Chief Financial Officer and Chief Executive Officer of
this Corporation is attached hereto as Exhibit B.
GENERAL AUTHORITY
RESOLVED FURTHER, that the officers of the Corporation are, and each of them
hereby is, authorized and directed to take such actions and to execute such
other agreements, documents and instruments as such officers or officer may
deem necessary or advisable in order to effect the purposes and intentions of
all of the foregoing resolutions;
RESOLVED FURTHER, that every act, action, agreement, document or instrument
done, performed, made, executed or delivered by, on behalf of or in the name
of the Corporation in order to carry out the purposes and intentions of the
foregoing resolutions is hereby authorized, approved and ratified in all
respects;
RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Corporation is authorized to certify and deliver a copy of these resolutions,
or any one or more of them, to such persons, corporations, entities or firms
as such Secretary or Assistant Secretary may deem necessary or advisable; and
RESOLVED FURTHER, that the Secretary or any Assistant Secretary of the
Corporation hereby is authorized and directed to file this Written Consent
with the minutes of the proceedings of the Board.
IN WITNESS WHEREOF, the undersigned, being the sole director of the
Corporation, has executed this Written Consent of the Board of Directors of
Adia Nutrition, Inc., to be effective as of the date first set forth above.
/s/ Wen Peng
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Wen Peng
Sole Director
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EXHIBIT A
ACCEPTANCE AS DIRECTOR
The undersigned, Jason Scott Coombs, hereby accepts his appointment as
a Director of Adia Nutrition, Inc., effective July 15, 2013.
/s/ Jason Coombs
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Jason Scott Coombs
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ACCEPTANCE AS OFFICER
The undersigned, Jason Scott Coombs, hereby accepts his appointment as
Secretary, Treasurer, President, Chief Financial Officer and Chief Executive
Officer of Adia Nutrition, Inc., effective as of July 15, 2013.
/s/ Jason Coombs
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Jason Scott Coombs
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EXHIBIT B
RESIGNATION OF SECRETARY, TREASURER, PRESIDENT, CHIEF FINANCIAL OFFICER, CHIEF
EXECUTIVE OFFICER
RESIGNATION AS OFFICER
The undersigned, Wen Peng, hereby resigns as Secretary, Treasurer,
President, Chief Financial Officer and Chief Executive Officer of Adia
Nutrition, Inc., effective as of July 15, 2013.
/s/ Wen Peng
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Wen Peng
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