Quarterly report [Sections 13 or 15(d)]

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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 JULY 31, 2015

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.)

(775)375-5240
(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 ¨

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 ¨

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 ¨ NO x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,000,000 shares as of July 31, 2015

ITEM 1. FINANCIAL STATEMENTS

ADAIAH DISTRIBUTION INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS
(Unaudited)

FOR THE QUARTERS ENDED JULY 31, 2015 AND JULY 31, 2014

2

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

Report of Independent Registered Public Accountant

4

Balance Sheets

5

Statements of Operations

6

Statements of Cash Flows

7

Notes to the Financial Statements

8

3

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

Report of Independent Registered Public Accountant

To the Board of Directors and Shareholders

Adaiah Distribution

Gardnerville, Nevada

We have reviewed the accompanying balance sheet, income statement, and statement of cash flow of Adaiah Distribution, Inc. as of July 31, 2015 for the three and nine months then ended. This interim financial information is the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statement for it to be in conformity with U.S. generally accepted accounting principles.

David L. Hillary, Jr., CPA, CITP

Noblesville, Indiana

September 17, 2015

4

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

Balance Sheets

July 31,
2015

October 31,
2014

(Unaudited)

(Audited)

CURRENT ASSETS

Cash

$ 4,408

$ 7,927

Inventory

$ -

$ -

TOTAL CURRENT ASSETS

$ 4,408

$ 7,927

FIXED ASSETS

Furniture and Equipment

$ 8,000

$ 8,000

Accumulated Depreciation

$ (857 )

$ (536 )

Sewing Shop

$ 16,940

$ 16,940

Accumulated Depreciation

$ (741 )

$ (423 )

TOTAL FIXED ASSETS

$ 23,342

$ 23,981

TOTAL ASSETS

$ 27,750

$ 31,908

LIABILITIES

Current Liabilities:

Accounts Payable

$ -

$ -

Deferred Tax Liability

$ 3,894

$ 3,894

Deferred Revenue

$ -

$ -

Loan Payable - Related Party

$ 1,415

$ 1,304

TOTAL LIABILITIES

$ 5,309

$ 5,198

STOCKHOLDERS' EQUITY

Common stock: authorized 75,000,000; $0.001 par value; 5,000,000 and 4,000,000 shares issued and outstanding at July 31, 2015 and October 31, 2014, respectively

$

5,000

$

4,000

Additional Paid-In-Capital

$ 39,000

$ -

Profit (loss) accumulated during the development stage

$ (21,559 )

$ 22,710

Total Stockholders' Equity

$ 22,441

$ 26,710

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 27,750

$ 31,908

The accompanying notes are an integral part of these financial statements

5

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

Statements of Operations

(Unaudited)

For the Three Months
Ended

July 31,
2015

For the Three Months
Ended

July 31,
2014

For the Nine
Months
Ended

July 31,
2015

For the Nine
Months
Ended

July 31,
2014

From Inception
September 12, 2013 to

July 31,
2015

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

REVENUES

Sales:

Merchandise Sales

$ 19,379

$ 32,232

$ 84,837

$ 72,232

$ 176,144

Total Income

$ 19,379

$ 32,232

$ 84,837

$ 72,232

$ 176,144

Cost of Goods Sold:

Pillow Purchases

$ 15,642

$ 24,050

$ 69,423

$ 40,400

$ 118,773

Sales Commission

$ -

$ 1,000

$ -

$ 3,180

$ 3,180

Total Cost of Goods Sold

$ 15,642

$ 25,050

$ 69,423

$ 43,580

$ 121,953

Gross Profit

$ 3,737

$ 7,182

$ 15,414

$ 28,652

$ 54,191

Operating Expenses:

Charitable Donations

$ -

$ -

$ 3,461

$ -

$ 3,461

Depreciation & Amortization

$ 213

$ 426

$ 639

$ 747

$ 1,598

General and Administrative

$ 2,258

$ 2,372

$ 26,296

$ 8,248

$ 37,510

Research & Development

$ -

$ -

$ 29,291

$ -

$ 29,291

Total Expenses

$ 2,471

$ 2,798

$ 59,687

$ 8,995

$ 71,860

Income Before Income Tax

$ 1,266

$ 4,384

$ (44,273 )

$ 19,657

$ (17,669 )

Other Income/(Expense)

Interest Income

$ -

$ -

$ 5

$ -

$ 5

Total Other Income/(Expense)

$ -

$ -

$ 5

$ -

$ 5

Provision for Income Tax

$ -

$ 1,534

$ -

$ 3,894

$ 3,894

Net Income for Period

$ 1,266

$ 2,850

$ (44,268 )

$ 15,763

$ (21,558 )

Net gain (loss) per share:

Basic and diluted

$ 0.0003

$ 0.0007

$ (0.0089 )

$ 0.0039

$ (0.0052 )

Weighted average number of shares outstanding:

Basic and diluted

$ 5,000,000

$ 4,000,000

$ 5,000,000

$ 4,000,000

$ 4,175,781

The accompanying notes are an integral part of these financial statements

6

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

Statements of Cash Flows

(Unaudited)

Nine Months
Ended

July 31,
2015

Nine Months
Ended

July 31,
2014

From inception
September 12,
2013 to
July 31,
2015

Operating activities:

Net profit

$ (44,269 )

$ 15,763

$ (21,559 )

Adjustment to reconcile net loss to net cash provided by operations:

Changes in assets and liabilities:

Increase (decrease) in Accounts Payable

$ -

$ (16,350 )

$ -

Increase (decrease) in Inventory

$ -

$ 16,350

$ -

Increase (decrease) in Deferred Revenue

$ -

$ (21,800 )

$ -

Increase (decrease) in Depreciation

$ 639

$ 747

$ 1,598

Increase (decrease) in Deferred Tax Liability

$ -

$ 3,894

$ 3,894

Net cash provided by operating activities

$ (43,630 )

$ (1,396 )

$ (16,067 )

Financing activities:

Proceeds from issuance of common stock

$ 40,000

$

-

$ 44,000

Due to related party

$ 111

$ 1,040

$ 1,415

Net cash provided by financing activities

$ 40,111

$ 1,040

$ 45,415

Investing activities:

Furniture and Equipment

$ -

$ (8,000 )

$ (8,000 )

Sewing Shop

$

-

$ (16,940 )

$ (16,940 )

Net cash provided by investing activities

$ -

$ (24,940 )

$ (24,940 )

Net increase in cash

$ (3,519 )

$ (25,296 )

$ 4,408

Cash, beginning of period

$ 7,927

$ 25,817

$ -

Cash, end of period

$ 4,408

$ 521

$ 4,408

The accompanying notes are an integral part of these financial statements

7

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

Notes to the Financial Statements

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, 2014 as reported in the Registration Statement on Form S-1 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 other than the assumption that the Company is a going concern.

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 July 31, 2015.

8

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

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.

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.

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:

July 31,
2015

October 31,
2014

Furniture & Equipment

$ 8,000

$ 8,000

Sewing Shop

$ 16,940

$ 16,940

Accumulated Depreciation

$ (1,589 )

$ (959 )

$ 23,342

$ 23,981

Depreciation expense incurred during the three months ended July 31, 2015 was $213.

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.

9

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

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 July 31, 2015, 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.

As of July 31, 2015 there were no outstanding stock options or warrants.

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.

10

ADAIAH DISTRIBUTION INC
(A DEVELOPMENT STAGE COMPANY)

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.

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 quarter ended July 31, 2015, the Company had a cumulative net loss from operations of $21,559. 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.

Management plans to fund operations of the Company through the proceeds from the recent offering of common stock pursuant to a Registration Statement on Form S-1, private placements of restricted securities or the issuance of stock in lieu of cash for payment of services until such a time as profitable operations are achieved. There are no written agreements in place for such funding or issuance of securities and there can be no assurance that such will be available in the future. Management believes that this plan provides an opportunity for the Company to continue as a going concern.

The failure to achieve the necessary levels of profitability or obtain the additional funding would be detrimental to the Company.

Note 11: Subsequent Events

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 no subsequent events occurred that require recognition or disclosure in the financial statements.

11

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 annual 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 July 31, 2015 were $27,750, which was comprised of $4,408 cash in the bank and $23,342 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.

Our revenue for the three months ended July 31, 2015 and 2014 was $19,379 and $32,232, respectively. Our cost of goods sold for the three months ended July 31, 2015 and 2014 was $15,642 and $25,050 resulting in a gross profit (loss) of $3,737 and $7,182, respectively. Our operating expenses for the three months ended July 31, 2015 and 2014 were $2,471 and $2,798, respectively. Our provision for income tax for the three months ended July 31, 2015 and 2014 were $0 and $(1,534), respectively resulting in a net income (loss) of $1,266 and $2,850, respectively.

Our revenue for the nine months ended July 31, 2015 and 2014 was $84,837 and $72,232, respectively. Our cost of goods sold for the six months ended July 31, 2015 and 2014 was $69,423 and $43,580 resulting in a gross profit (loss) of $15,414 and $28,652, respectively. Our operating expenses for the six months ended July 31, 2015 and 2014 were $59,687 and $8,995, respectively. Our provision for income tax for the six months ended July 31, 2015 and 2014 were $0 and $3,894, respectively resulting in a net income (loss) of $(44,268) and $15,763, respectively. The net loss of $44,268 for the nine months ended June 30, 2015 was primarily due to one-time research and development costs of $23,741.

12

Our revenue from inception through July 31, 2015 was $176,144. Our cost of goods sold for the same period was $121,953 resulting in a gross profit of $54,191. Our operating expenses for the same period were $71,860, with interest income of $5 and provision for income tax $3,894, resulting in a net income (loss) of $(21,558).

As of July 31, 2015 , 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 July 31, 2015. For detailed financial information, see the financial statements included in this report.

Balance Sheet Data:

7/31/2015

Cash

$ 4,408

Total assets

$ 27,750

Total liabilities

$ 5,309

Stockholder’s equity

$ 22,441

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. As of the date of filing this Report on Form 10Q, we have not entered into any definitive agreement to change our direction. The description of our business below assumes that we will continue with our business as originally planned. However, as noted above, we are in discussions that could lead to another direction for the Company.

Based upon the 50% completion of our recent offering, our plan of operations for the next twelve months is as follows:

Expand our office in Latvia

Month 1-2

Our office in Latvia located in Poruka iela 3 Madona LV-4801 Latvia. Our independent sales representative currently utilizes the office space which has until now been minimally furnished. Our president and director, Nikolay Titov currently takes care of our administrative duties from this office in Latvia. This office will be expanded with neccessary office equipment; the cost of the equipment should not exceed $5,000 in expenses. This office will be used for communication with customers and distributors and hold all related samples and paperwork as well as serving as a shipping destination if necessary.

Develop Our Website

Month 2-5

During this period, we intend to begin expansion of developing our website. Our president and director, Nikolay Titov, will be in charge of this planned expansion. We plan to hire a web designer to help us with the expansion in web site design and to help us develop our website to its full capacity. We do not have any written agreements with any web designers at current time. The website development expansion costs, including site re-design and implementation will be $2,500. Updating and improving our website will continue throughout the lifetime of our operations.

Development and manufacturing of the product

Month 3-6

During this period, our suppliers will continue to develop and manufacture custom made neck, head, donut, lumbar, decorative, throw and orthopedic pillows, per our specific customer specifications, which we are going to distribute to those specific customers. We began to have those customers in small quantities, but expect to have many more in the near future. Right now we are focusing on distributing mainly ready made products from our suppliers, however we have produced a small number of custom pillows in our sewing shop and sold those in the quarter ended April 30, 2015. We will have to pay for development of the products: design of the pillow cover components and design of the product, and must pay for manufacturing of the samples, we anticipate these costs to be approximately $4,500.

13

Establish relationship with Distributors and Operators

Month 6-12

We have already identified major distributors of neck, head, donut, lumbar, decorative, throw and orthopedic pillows in the USA and intend to market directly to these distributors upon completion of Public Offering. The initial list of distributors we obtained using internet . Once they were identified our independent salespeople made contact via telephone or e-mail. Future distributors we are planning to obtain via expo and trade shows. We are planning to focus our business plan on the USA, Russia and the European Union for next year to establish relationship with major distribution companies, after that, depending on the success of our U.S. operations; we may expand to Canada and Mexico using the same strategy.

Our main clients are distributors but in some areas there are no distributors so we will sell directly to the public. Most of the revenue will be received from distributors as they are our main target market.

In places where no distributors are located we are planning to market our products using these resources:

- Internet advertising (Google AdSence)

- Magazine advertising (Design Trade magazine)

- Expo Show (TransWorld's Jewelry, Fashion & Accessories Show)

Marketing

Month 7-12

We plan to advertise through trade shows, a key component of our overall marketing campaign. Average trade show cost is about $3,700 for a booth and $3,000 to deliver goods – at least two shows per year .We also plan to print catalogues and flyers ($700) and mail them to potential customers. We intend to use marketing strategies, such as web advertisements ($2,000), direct mailing ($300), and phone calls to acquire potential customers. We intend to spend approximately $6,000 on marketing efforts during the first year. Marketing is an ongoing matter that will continue during the life of our operations.

Other expenses

Other expenses will include hotels, traveling and miscellaneous shipping costs. The estimated cost of other expenses is approximately $2,700.

Estimated Expenses for the Next Twelve Month Period

SHARES SOLD

1,000,000

GROSS PROCEEDS

$ 40,000

TOTAL OFFERING EXPENSES

9,000

NET AFTER OFFERING EXPENSES

31,000

EXPENDITURES(1)

Legal & Professional Fees

10,000

Office Lease & Expansion

7,800

Web site development & testing

1,000

Product development

3,500

Marketing/Advertising & Salesperson

6,000

Misc. Expenses & Shipping

2,700

31,000

Net Remaining Balance

-0-

_____________

(1) Expenditures for the 12 months following the completion of the Offering. The expenditures are categorized by significant area of activity.

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In summary, during the next 6 months we should have expanded our U.S. office, developed our website and our neck, head, donut, lumbar, decorative, throw and orthopedic pillow distributors for first customers with their own specifications. After this point we should be ready to start more significant operations and generate operations sustaining revenue. During months 6-12 we will be developing our marketing campaign. Nikolay Titov, our president and director will be devoting approximately twenty hours per week to our operations. If we are able to expand operations attract more and more customers to buy our products, Mr. Titov has agreed to commit more time as required.

Our suppliers will continue to sell product to us which we will in turn sell directly to stores and also to distributors of pillow products. We will order and sell both non-custom “off the shelf” pillows offered by our suppliers and also offer custom order products, first on a small scale, produced in our sewing shop in Russia and eventually on a larger scale when we are able to negotiate large orders with our suppliers after we receive funding from the Offering, of which there is no guarantee.

We purchased a sewing shop in Russia on January 28, 2014 which will allow us to offer all types of custom made pillows. We will begin using this facility in the next 3-6 months when we start getting more requests for custom orders. Prior to us obtaining the shop our suppliers in China were quoting very high prices for the smaller volume custom pillows. Now we will be able to fulfill smaller custom orders at a lower cost. This facility will only be used to fulfill orders for custom pillows.

Liquidity and Capital Resources

At July 31, 2015 the Company had $ 4,408 in cash and there were outstanding liabilities of $ 5,309 . 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 July 31, 2015.

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 July 31, 2015, 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.

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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

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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 September 17, 2015

By: /s/ Nikolay Titov

Nikolay Titov

(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer & Sole Director)

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The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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