CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" and the risks set out below, any of which may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the statements are made and we undertake no obligation to
update forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.
Our financial statements are stated in United States dollars ($US) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.
In this report, unless otherwise specified, all references to "common stock"
refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", "Adaiah" and
"Adaiah Distribution" mean Adaiah Distribution Inc., unless the context clearly
requires otherwise.
Results of Operations
On October 28, 2013 the Company authorized 75,000,000 shares of commons stock
with a par value of $0.001 per share.
On October 28, 2013 the Company issued 250 shares of common stock for a purchase
price of $0.001 per share to its sole director. The Company received aggregate
gross proceeds of $4,000.00.
In January 2015 a total of 63 shares were issued to a total of 30 shareholders
for $.04 per share for total proceeds of $40,000. The shares were registered
pursuant to a Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission that was declared effective on November 3, 2014.
On November 29, 2015, the Company's board of directors elected by unanimous
written consent to file Articles of Amendment to its Articles of Incorporation
with the Nevada Secretary of State to (i) increase the Company's authorized
number of shares of common stock from 75 million to 750 million, and (ii)
increase the Company's total issued and outstanding shares of common stock by
conducting a forward split of such shares at the rate of 25 shares for every one
(1) share currently issued and outstanding (the "Forward Split"). On December 4,
2015, the Company filed such Articles of Amendment with the Nevada Secretary of
State. The record date for the Forward Split is December 1, 2015.
On December 4, 2015, the Company filed an Issuer Company-Related Action
Notification Form with FINRA requesting that the aforementioned Forward Split be
affected in the market. Such notification form is being reviewed by FINRA.
On December 2, 2015, the Company by written consent of the Board of Directors
approved the issuance to Mr. Nikolay Titov of 40 restricted shares of the
Company's common stock in exchange for continued services as the sole member of
the Board and the Company's sole executive officer.
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On September 19, 2016, the Company filed Articles of Amendment to its Articles
of Incorporation with the Nevada Secretary of State whereby it amended its
Articles of Incorporation by (i) decreasing the Company's authorized number of
shares of common stock from 750 million to 750,000, and (ii) decreasing the
Company's total issued and outstanding shares of common stock by conducting a
reverse split of such shares at the rate of one (1) share for every one thousand
(1,000) share currently issued and outstanding, resulting in 353 shares being
issued and outstanding.
On November 8, 2016 the Company's request for the Reverse Split was approved by
FINRA and effected in the market. The Company's ticker symbol was also changed
to "ADAD".
In January 2017 the Company filed with the State of Nevada and increased the
authorized shares to 750,000,000.
On February 13, 2017 the Company issued 76,000,000 shares to its sole director
for continuation of his services to the Company (190,000 post the reverse split
of 1-400).
On February 13, 2017 the Company issued 25,000,000 shares in exchange of
conversion of $25,000 of debt to a third party (62,500 post the reverse split of
1-400).
On May 2, 2017 the Company issued 1,000,000 shares to 3D PIONEER SYSTEMS LTD as
an advance payment for an asset purchase agreement (2,500 post the reverse split
of 1-400).
On September 5, 2019 the Company issued 100,000,000 common shares of the Company
to the CEO pursuant to the equity compensation agreement signed August 10, 2019
for the fiscal year ending October 31, 2019 (250,000 post the 1-400 reverse
split).
On September 5 the Company issued 5,000,000 common shares upon conversion of
$5,000 of the convertible note signed on August 10, 2019 (12,500 post the 1-400
reverse split).
On April 28 the majority shareholders of the Company voted to effect a reverse
split of 1-400 on its common stock. The authorized amount of 750,000,000 is to
be unchanged and hence the par value of the Company of $0.001 is also to remain
unchanged.
On June 5, 2020 Finra approved the reverse split and it became effective on that
date too.
On June 5 2020 concurrent with the reverse split the Company issued new
additional 613 shares to certain shareholders as part of rounding differences.
On July 7 the CEO converted $31,000 of his debt in accordance to the convertible
note at the conversion rate of $0.001 and 31,000,000 restricted common shares
were issued accordingly.
As of July 31, 2020 there were no outstanding stock options or warrants.
As of July 31, 2020, as a result of the reverse split and the issuance of the
shares upon the conversion of the $31,000 in there were 31,518,466 shares of
common stock outstanding
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The Company currently has no operations. It is however seeking to identify,
locate and if warranted acquire new commercial opportunities.
During the nine months ended July 31, 2019 ( and for the three months then ended
) and for the nine months ended July 31, 2020 the Company incurred expenses in
the amount of $94,056 and $22,668 for legal and other professional fees incurred
for the preparation and filing of the reports required to be filed with the SEC
and including $479 for accrued interest on the note payable to the CEO. The nine
months ending July 31, 2019, included $70,000 of equity compensation to the CEO.
For the three months ending July 31, 2020 the Company incurred expenses in the
amount of $10,777 which relate to legal, and professional fees incurred with the
filing of its reports with the SEC and also including $210 of interest expense
accrued on the note payable to the CEO.
Balance Sheet
The main changes from the balance sheet from October 31, 2019 to July 31, 2020
was a decrease in accrued expenses in the amount of $3,076 and a decrease in the
convertible note of $5,256 of which $479 relates to accrued interest on the note
payable. A reverse split of 1-400 also became effective on June 5, 2020 and
31,000,000 additional new shares were issued after the reverse split upon the
conversion of the convertible note of the CEO.
Liquidity and Capital Resources
The Company's ability to continue as a going concern is dependent upon the
Company's ability to generate sufficient revenues to operate profitably or raise
additional capital through debt financing and/or through sales of common stock.
In the event the Company is not able to do so the director of the Company has
agreed to provide the necessary funding for the Company to continue in a limited
operations scenario for the next 12 months, which would include the costs
associated with maintaining reporting status with the Securities and Exchange
Commission.
The failure to achieve the necessary levels of profitability or obtain the
additional funding would be detrimental to the Company.
Our director has agreed, verbally, to continue to loan the company funds for
operating expenses in a limited scenario, but he has no legal obligation to do
so.
Cash Flows
For the fiscal periods ending July 31, 2020 and July 31, 2019 the Company used
cash in operating activities of $25,265 and $11,631, respectively and received
cash from financing activities of $25,265 and $11,631 respectively.
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Voting Matters
On April 28 the majority shareholders of the Company voted to affect a reverse
split of 1-400 on its common stock. The authorized amount of 750,000,000 is to
be unchanged and hence the par value of the Company of $0.001 is also to remain
unchanged. The reverse split was approved by FINRA and became effective on June
5, 2020.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
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HUAIZHONG HEALTH GROUP, INC. 
