Since the filing of its annual report on Form 10-K for the fiscal year ended October 31, 2016, Adaiah Distribution Inc., a Nevada corporation (the Company), has issued a total of 101,000,000 shares of its common stock.
On January 2, 2017, the Company approved the issuance of 76,000,000 sharesof its common stock to Nikolay Titov, as compensation for his continued services as the Companys sole executive officer and sole member of the Board of Directors.
On June 30, 2016, the Company issued a Convertible Promissory Note in the principal amount of $39,291.00 to a non-affiliate, third party (the Third Party). This Convertible Promissory Note (the Note) was issued in consideration of advances and loans made by the Third Party to the Company.
P ursuant to the terms of the Note, the holder has the right to convert any portion of the principal amount thereof at the par value of the Companys common stock. The holder also has the right to assign any portion of the Note, or assign the shares to be issued upon any conversion of the Notes, to other parties.
During the months of December 2016 and January, 2017, the Third Party sold part of its interest in the Note to five (5) other independent third parties (the Holders).
During the month of January 2017, the Holders provided notices of election to convert a total of $25,000.00 of the Note into shares, which totaled 25,000,000shares.
Each of the foregoing issuances of securities was exempt from registration due to the exemption found in Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933. These sales were offshore transactions since all of the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States neither by us nor by any affiliate or any person acting on our behalf in connection with any of these offerings. All offering materials and documents used in connection with the offers and sales of the securities included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each purchaser under Regulation S certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom and we are required to refuse to register any transfer that does not comply with such requirements.
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.
ADAIAH DISTRIBUTION INC.
DATE: February 23, 2017
/s/ Nikolay Titov
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