Quarterly Report (10-q)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2017

 

Commission file number 000-55369

 

ADAIAH DISTRIBUTION INC.

(Exact name of registrant as specified in its charter)

 

Nevada
(State or other jurisdiction of incorporation or organization)

 

Poruka iela 3 Madona

LV-4801 Latvia

(Address of principal executive offices, including zip code.)

 

[phone]
(Telephone number, including area code)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES x NO o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 141,000 shares as of March 8, 2017

 

 

 

ITEM 1.     FINANCIAL STATEMENTS

 

ADAIAH DISTRIBUTION INC.  

(A DEVELOPMENT STAGE COMPANY)  

BALANCE SHEETS  

 

		Three Months Ended January 31, 2017 (Unaudited)				Year Ended October 31, 2016 (Audited)
ASSETS
CURRENT ASSETS
Cash		$	206			$	315
Inventory			-				-
		$	206			$	315
FIXED ASSETS
Furniture & Equipment			8,000				8,000
Accumulated Depreciation - F&E			(2,250	)			(2,143	)
Sewing Shop			16,940				16,940
Accumulated Depreciation - Sewing Shop			(2,011	)			(1,905	)
		$	20,679			$	20,892
TOTAL ASSETS		$	20,884			$	21,207
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current Liabilities:
Accounts Payable			-				-
Product Paid - Pending Shipment			-				-
Deferred Tax Liability			-				-
Loan Payable - Related Party			1,415				1,415
TOTAL LIABILITIES		$	1,415			$	1,415
STOCKHOLDERS' EQUITY
Common stock: authorized 75,000,000; $0.001 par value; 141,000 shares issued and outstanding at January 31, 2017 and October 31, 2016			5,000				5,000
Additional Paid in Capital			39,000				39,000
Profit (loss) accumulated during the development stage			(24,530	)			(24,208	)
Total Stockholders' Equity		$	19,470			$	19,792
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	20,884			$	21,207

 

The accompanying notes are an integral part of these financial statements                 

 

2

 

ADAIAH DISTRIBUTION INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

 

		Three Months Ended January 31, 2017				Three Months Ended January 31, 2016				From Inception (September 12, 2013) to January 31, 2017
REVENUES
Sales:
Merchandise Sales		$	11,855			$	9,008			$	250,630
Total Income			11,855				9,008				250,630
Cost of Goods Sold:
Pillow Purchases			9,165				6,496				179,064
Sales Commission			-				-				3,180
Total Cost of Goods Sold		$	9,165			$	6,496			$	182,244
Gross Profit			2,690				2,512				68,386
Operating Expenses:
General and administrative		$	3,013			$	4,698			$	92,923
Total Expenses			3,013				4,698				92,923
Income Before Income Tax		$	(323	)		$	(2,185	)		$	(24,537	)
Interest Income			-				-				7
Net Income for Period			(323	)			(2,185	)			(24,530	)
Net gain (loss) per share:
Basic and diluted		$	(0.0023	)		$	(0.0155	)		$	(0.1740	)
Weighted average number of shares outstanding:
Basic and diluted			141,000				141,000				141,000

 

The accompanying notes are an integral part of these financial statements       

 

3

 

ADAIAH DISTRIBUTION INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

From Inception September 12, 2013 to January 31, 2017

 

		Common Stock																Total
		Number of								Additional				Accumulated				Shareholders'
		Shares				Par Value				Paid in Capital				Gain (Deficit)				Equity
Balance, September 12, 2013 (Inception)			-			$	-			$	-			$	-			$	-
Common Shares issued:
for cash on October 28, 2013			4,000,000				4,000				-								4,000
Net gain (loss)			-				-				-				(12	)			(12	)
Balance, October 31, 2013			4,000,000			$	4,000			$	-			$	(12	)		$	3,988
Net gain (loss)			-				-				-				22,722				22,722
Balance, October 31, 2014			4,000,000			$	4,000			$	-			$	22,710			$	26,710
Common Shares issued:
for cash during January, 2015			1,000,000				1,000				39,000								40,000
Net gain (loss)			-				-				-				(47,784	)			(47,784	)
Balance, October 31, 2015			5,000,000			$	5,000			$	39,000			$	(25,074	)		$	18,926
Common Shares issued:
25 for 1 forward stock split Nov 29, 2015			120,000,000
Issued to director Dec 2, 2015			16,000,000
Net gain (loss)			-				-				-				866				866
Balance, October 31, 2016			141,000,000			$	5,000			$	39,000			$	(24,208	)		$	19,792
Common Shares reversed:
1 for 1,000 reverse stock split Nov 8, 2016			(140,859,000	)
Net gain (loss)			-				-				-				(323	)			(323	)
Balance, January 31, 2017			141,000			$	5,000			$	39,000			$	(24,530	)		$	19,470

 

The accompanying notes are an integral part of these financial statements         

 

4

 

ADAIAH DISTRIBUTION INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (Unaudited)     

 

		Three Months Ended January 31, 2017				Three Months Ended January 31, 2016				From inception (September 12, 2013) to January 31, 2017
Operating activities:
Net Income		$	(323	)		$	(2,185	)		$	(24,530	)
Adjustment to reconcile net loss to net cash provided by operations:
Changes in assets and liabilities:
Increase (decrease) in Inventory			-				-				-
Increase (decrease) in Accounts Payable			-				-				-
Increase (decrease) in Pending Shipment			-				-				-
Increase (decrease) in Deferred Tax Liability			-				-				-
Net cash used by operating activities			(323	)			(2,185	)			(24,530	)
Financing activities:
Proceeds from issuance of common stock			-				-				44,000
Due to related party			-				-				1,415
Net cash provided by financing activities			-				-				45,415
Investing activities:
Furniture & Equipment			-				-				(8,000	)
Increase (decrease) Accum Depr - F&E			107				107				2,250
Sewing Shop			-				-				(16,940	)
Increase (decrease) in Accum Depr - Sewing Shop			106				106				2,011
Net cash provided by investing activities			213				213				(20,679	)
Net increase in cash			(110	)			(1,972	)			206
Cash, beginning of period			315				2,505				-
Cash, end of period		$	206			$	533			$	206
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes		$	-			$	-			$	-
Interest		$	-			$	-			$	-

 

The accompanying notes are an integral part of these financial statements

 

5

 

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2017

 

Note 1: Organization and Basis of Presentation

 

Adaiah Distribution, Inc. (the “Company”) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on September 12, 2013.

 

The Company is in the development phase of its custom pillow distribution business. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.

 

The accompanying unaudited interim financial statements of Adaiah Distribution, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Registration Statement on Form S-1 filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the fiscal year ended October 31, 2016 as reported on Form 10-K have been omitted.

 

Unless the context otherwise requires, all references to “Adaiah Distribution,” “we,” “us,” “our” or the “company” are to Adaiah Distribution, Inc.

 

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2017.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

6

 

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2017

 

Basic and Diluted Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

Revenue Recognition

 

The company follows the guidelines of ASC 605-15 for revenue recognition. Revenue is recognized when the product has been prepaid by the customer, shipped from either Adaiah Distribution or one of our vendors and the product has been delivered and signed for by the customer as evidenced by the shipping company. Customers are allowed to return the products within 30 days for a refund, if the packages are unopened.

 

Income Taxes

 

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Taxes previously deferred of $3,894 reduced the tax provision for the year ended October 31, 2016.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Note 3: Property and Equipment

 

Property and equipment consist of:

 

		January 31, 2017				October 31, 2016
Furniture & Equipment		$	8,000			$	8,000
Sewing Shop		$	16,940			$	16,940
Accumulated Depreciation		$	(4,261	)		$	(4,048	)
		$	20,679			$	20,892

 

Property, plant and equipment are stated at cost. The Company utilizes MACRS 200 DB HY – 7 years for furniture and fixture depreciation and ADS straight-line – 40 years for the sewing shop depreciation over the estimated useful lives of the assets.

 

7

 

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2017

 

Note 4: Concentrations

 

Initial sales are concentrated with one client. Sales are made without collateral and the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.

 

Note 5: Legal Matters

 

The Company has no known legal issues pending.

 

Note 6: Debt

 

Nikolay Titov, the Director and President of the Company, has from time to time loaned the Company funds for operational costs. The amount, $1,415 at January 31, 2017, is being carried as a loan payable. The loan is non-interest bearing, unsecured and due upon demand.

 

Note 7: Capital Stock

 

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 4,000,000 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 1,000,000 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 effected 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 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”.

 

As of January 31, 2017 there were no outstanding stock options or warrants.

 

8

 

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2017

 

Note 8: Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Taxes previously deferred of $3,894 reduced the tax provision for the year ended October 31, 2016.

 

Note 9: Related Party Transactions

 

The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

 

The Company has a related party transaction involving a significant shareholder. The nature and details of the transaction are described in Note 6.

 

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.

 

Note 10: Going Concern

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

 

For the period ended January 31, 2017, the Company generated $11,855 in revenues and a net gain (loss) from operations of $(323). 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.

 

9

 

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2017

  

Note 11: Subsequent Events

 

On February 15, 2017, Adaiah Distribution Inc. (the “Company” or “Adaiah”) entered into an Asset Purchase Agreement with 3D Pioneer Systems, Inc., a Nevada corporation (“3D”) to acquire all of 3D’s intellectual property, apps, other assets and all related contractual rights used in connection with such property (the “Assets”). The acquisition will be accomplished by issuing 1 million shares of the Company’s common stock to 3D and paying a total of $120,000, in equal quarterly payments, with the first payment to be made the closing of the Asset Purchase Agreement.

 

3D’s apps are designed to educate young children (starting at 2 years old) about the environment, natural resources and how to make decisions that are consistent with “green” or “save your plant” initiatives. These applications teach children to respect the planet in a fun and engaging manner, utilizing music, caricatures, numerous colors and graphic art. Utilization of the apps allows children to be creative as they paint pictures from the main application or freely from their own mind and fantasies. The apps also help children to learn to play music in a fun and interactive manner. The apps are currently available on smartphones operating on the Android platform.

 

The acquisition of the Assets is subject to completion of due diligence by Adaiah. The parties anticipate being able to complete the acquisition by March 15, 2017.

 

The Company has evaluated events subsequent to the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through the date these financial statements were available to be issued. Based upon this evaluation, it was determined that other than the event disclosed above, no other subsequent events occurred that require recognition or disclosure in the financial statements.

 

10

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

 

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

 

Our total assets at January 31, 2017 were $20,884, which was comprised of $206 cash in the bank and $20,679 (net) in furniture and equipment and a sewing shop.  We currently anticipate that our legal and accounting fees over the next 12 months as a result of being a reporting company with the SEC, and will be approximately $10,000 per year.

 

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.

 

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.

 

11

 

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”.

 

Our revenue for the three months ended January 31, 2017 and 2016 was $11,855 and $9,008, respectively. Our cost of goods sold for the three months ended January 31, 2017 and 2016 was $9,165 and $6,496 resulting in a gross profit (loss) of $2,690 and $2,512, respectively. Our operating expenses for the three months ended January 31, 2017 and 2016 were $3,013 and $4,698, respectively. Our net income (loss) for the three months ended January 31, 2017 and 2016 was $(323) and $(2,185), respectively.

 

Our revenue from inception (September 12, 2013) through January 31, 2017 was $250,630. Our cost of goods sold for the same period was $182,244 resulting in a gross profit of $68,386. Our operating expenses for the same period were $92,923, with interest income of $7, resulting in a net income (loss) of $(24,530).

 

As of January 31, 2017, there is a total of $1,415 in a loan payable that is owed by the company to its officer and director for expenses that he has paid on behalf of the company. The loan payable is interest free and payable on demand.

 

The following table provides selected financial data about our Company for the period from the date of incorporation through January 31, 2017. For detailed financial information, see the financial statements included in this report.

 

Balance Sheet Data:		1/31/2017
Cash		$	206
Total assets		$	20,884
Total liabilities		$	1,415
Stockholder’s equity		$	19,470

 

Plan of Operation for the next 12 months

 

Because we were not able to raise sufficient capital to execute our full business plan, we are now engaged in discussions with third parties regarding alternative directions for the Company that could enhance shareholder value. 

 

Subsequent to the financial statements included in this report, on February 15, 2017, the Company entered into an Asset Purchase Agreement with 3D Pioneer Systems, Inc., a Nevada corporation (“3D”) to acquire all of 3D’s intellectual property, apps, other assets and all related contractual rights used in connection with such property (the “Assets”). The acquisition will be accomplished by issuing 1 million shares of the Company’s common stock to 3D and paying a total of $120,000, in equal quarterly payments, with the first payment to be made the closing of the Asset Purchase Agreement.

 

3D’s apps are designed to educate young children (starting at 2 years old) about the environment, natural resources and how to make decisions that are consistent with “green” or “save your plant” initiatives. These applications teach children to respect the planet in a fun and engaging manner, utilizing music, caricatures, numerous colors and graphic art. Utilization of the apps allows children to be creative as they paint pictures from the main application or freely from their own mind and fantasies. The apps also help children to learn to play music in a fun and interactive manner. The apps are currently available on smartphones operating on the Android platform.

 

The acquisition of the Assets is subject to completion of due diligence by Adaiah. The parties anticipate being able to complete the acquisition by March 15, 2017.

 

If we do not have the revenues we require to operate for the next 12 months funds may be loaned to us by Mr. Titov, who has informally agreed to advance us funds, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

 

12

 

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

 

Liquidity and Capital Resources

 

At January 31, 2017 the Company had $206 in cash and there were outstanding liabilities of $1,415. 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.

 

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.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Management maintains “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of January 31, 2017.

 

Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting during the quarter ended January 31, 2017, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

 

13

 

PART II. OTHER INFORMATION

 

ITEM 6. EXHIBITS.

 

The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our Registration Statement on Form S-1, filed under SEC File Number 000-55369, at the SEC website at www.sec.gov:

 

Exhibit No.		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Principal Executive Officer
31.2		Sec. 302 Certification of Principal Financial Officer
32.1		Sec. 906 Certification of Principal Executive Officer
32.2		Sec. 906 Certification of Principal Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

 

14

 

SIGNATURES

 

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.

 

	Adaiah Distribution Inc.
	Registrant
Date: March 17, 2017	By	/s/ Nikolay Titov
		Nikolay Titov
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer & Sole Director)

  

 

15