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
We received the initial equity funding of $4,000 from our sole officer and
director who purchased 4,000,000 shares of our common stock at $0.001 per share.
In January 2015, the Company issued 1,000,000 shares of common stock to 30
independent persons pursuant to the Registration Statement on Form S-1 for total
cash proceeds of $40,000.
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
effected in the market. Such notification form is being reviewed by FINRA.
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On December 2, 2015, the Company by written consent of the Board of Directors
approved the issuance to Mr. Nikolay Titov of 16,000,000 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. These shares are being
issued subsequent to the stock split and increased the Company's total issued
and outstanding shares following such stock split to 141 million shares.
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 141,000 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".
On November 16, 2016 the Company issued 166 shares to Cede and Company for
rounding as a result of the reverse split.
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.
On February 13, 2017 the Company issued 25,000,000 shares in exchange of
conversion of $25,000 of debt to a third party.
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.
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.
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.
The Company currently has no operations. It is however seeking to identify,
locate and if warranted acquire new commercial opportunities.
During the six months ended April 30, 2019 and for the six months ended April
30, 2020 the Company incurred expenses in the amount of $0 and $11,891 for legal
and other professional fees incurred for the preparation and filing of the
reports required to be filed with the SEC and including $269 for accrued
interest on the note payable to the CEO.
The Company did not incur any expenses for the three months ending April 30,
2019. For the three months ending April 30, 2020 the Company incurred expenses
in the amount of $6,548 which relate to legal, and professional fees incurred
with the filing of its reports with the SEC and also including $154 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 April 30, 2020
were an increase in accrued expenses of $1642 and an increase in the convertible
note of $10,999 of which $269 relates to accrued interest on the note payable.
Prepaid expenses were also recorded of $750 . There was no change to the common
stock since October 31, 2019 to April 30, 2020.
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 April 30, 2020 and April 30, 2019 the Company used
cash in operating activities of $10,730 and $0, respectively and received cash
from financing activities of $10,730 and $0 respectively.
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Voting Matters
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. The estimated time of the effectiveness of the reverse split is
mid-June 2020.
The reverse split when effective will be based upon all shareholders of record
as of May 4 2020. Approximately 517,853 shares will be outstanding after the
split depending upon additional shares being issues or cancelled due to rounding
purposes. The Company is in the process with filing with FINRA the documentation
required to initiate the reverse split.
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. 
