On March

Current LOI

On March 28, 2016, Mr. Titov, entered into a Letter of Intent (the "Current LOI"), pursuant to which he agreed to sell all of his shares in the Company to two (2) unrelated third parties (the "Purchasers"). In the event the transactions contemplated by the Current LOI are completed, the Purchasers and related number of shares purchased would be as set forth below:

Name of Purchaser

No. of Shares

Percentage of Issued and Outstanding

Mr. Daniel Gallardo Wagner

112.8 million




3.20 million







The potential new shareholders have no direct family relationships to the officers or directors of Adaiah. Mr. Daniel Gallardo Wagner is th e Vice President of U.S. Operations for Angelini Trading Company which distributes 26 varieties of wine from 5 different family owned wineries, 2 different handmade Italian pasta factories, as well as the olive oil which won the 2014 award for best olive oil in the world.

Biographical information pertaining to Mr. Daniel Gallardo Wagner is provided below.

Mr. Daniel Gallardo Wagner is the Vice President of U.S. Operations for Angelini Trading Company.

After studying International Business at Grossmont College in San Diego, California, Mr. Wagner launched and managed the largest night club in San Diego. From California he moved to Quintana Roo, Mexico where he was involved in numerous resort and restaurant projects. Recently, Mr. Wagner secured the exclusive rights to distribute Froz'n alcoholic icepops throughout Spain, Portugal, USA and South America.

Mr. Wagner is fluent in German, Spanish and English and currently lives in Marbella, Spain, where he has successfully operated several restaurants. He has a wealth of contacts in Europe and South America within the hospitality industry, and in marketing and media.

The terms set forth in the Current LOI are not binding and are subject to change. The obligations of all parties to consummate the sale of the securities of the Company are subject to the negotiation and execution of a definitive agreement and satisfaction of the conditions contained in such definitive agreement, including

completion of the Purchasers' due diligence review of Adaiah.

It is anticipated that upon closing of the sale of the securities, a change of control is expected to occur with Mr. Titov appointing a designee of the Purchasers as a member of the Board of Directors and as President. Thereafter, Mr. Titov is expected to resign as a member of the Board.



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 hereunto duly authorized.


Date: March 28, 2016


/s/ Nikolay Titov


Nikolay Titov


President, Chief Executive Officer, Chief Financial Officer


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