UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMForm 10-Q

(Mark One)

Commission file number 000-55369

ADAIAH DISTRIBUTIONHUAIZHONG HEALTH GROUP, 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.)

(702)924-0637+86 (20) 2982 9356

(Telephone number, including area code)

CheckN/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 lastpast 90 days. YES x NO o☒ Yes    ☐ 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 o☒ Yes    ☐ 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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,“smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	¨☒	Smaller reporting company	x☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES o ☒ Yes    ☐ NOx

State the number of31,518,466 shares outstanding of each of the issuer’s classes of common equity,stock issued and outstanding as of the latest practicable date: 141,000 shares as of MarchApril 7, 2018.2021.

HUAIZHONG HEALTH GROUP, INC.

FORM 10-Q

FOR THE PERIOD ENDED JANUARY 31, 2021

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADAIAH DISTRIBUTION INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
		Three Months Ended				Year Ended
		January 31, 2018				October 31, 2017
		(Unaudited)				(Audited)
ASSETS
CURRENT ASSETS
Cash		$	731			$	33
Inventory			-				-
		$	731			$	33
FIXED ASSETS
Furniture & Equipment			8,000				8,000
Accumulated Depreciation - F&E			(2,678	)			(2,571	)
Sewing Shop			16,940				16,940
Accumulated Depreciation - Sewing Shop			(2,435	)			(2,329	)
		$	19,827			$	20,040
TOTAL ASSETS		$	20,558			$	20,073
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, 2018 and October 31, 2017			5,000				5,000
Additional Paid in Capital			39,000				39,000
Profit (loss) accumulated during the development stage			(24,857	)			(25,342	)
Total Stockholders' Equity		$	19,143			$	18,658
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	20,558			$	20,073

HUAIZHONG HEALTH GROUP, INC.

(FORMELY ADAIAH DISTRIBUTION, INC.)

INDEX TO UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2021

HUAIZHONG HEALTH GROUP, INC.

(FORMELY ADAIAH DISTRIBUTION, INC.)

Balance Sheets

(Unaudited)

The accompanying notes to the unaudited financial statements are an integral part of these financial statementsstatements.

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Table of Contents

ADAIAH DISTRIBUTION INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (Unaudited)
										From Inception
		Three Months Ended				Three Months Ended				(September 12, 2013) to
		January 31, 2018				January 31, 2017				January 31, 2018
REVENUES
Sales:
Merchandise Sales		$	10,348			$	11,855			$	289,633
Total Income			10,348				11,855				289,633
Cost of Goods Sold:
Pillow Purchases			7,401				9,165				210,913
Sales Commission			-				-				3,180
Total Cost of Goods Sold		$	7,401			$	9,165			$	214,093
Gross Profit			2,947				2,690				75,540
Operating Expenses:
General and administrative		$	2,463			$	3,013			$	100,405
Total Expenses			2,463				3,013				100,405
Income Before Income Tax		$	484			$	(323	)		$	(24,866	)
Interest Income			1				-				9
Net Income for Period			485				(323	)			(24,857	)
Net gain (loss) per share:
Basic and diluted		$	0.0034			$	(0.0023	)		$	(0.1763	)
Weighted average number of shares outstanding:
Basic and diluted			141,000				141,000				141,000

HUAIZHONG HEALTH GROUP, INC.

(FORMELY ADAIAH DISTRIBUTION, INC.)

Statements of Operations

(Unaudited)

The accompanying notes to the unaudited financial statements are an integral part of these financial statementsstatements.

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ADAIAH DISTRIBUTION INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (Unaudited)
										From inception
		Three Months Ended				Three Months Ended				(September 12, 2013) to
		January 31, 2018				January 31, 2017				January 31, 2018
Operating activities:
Net Income		$	485			$	(323	)		$	(24,857	)
Adjustment to reconcile net loss to net cash provided by operations:			-				-
Changes in assets and liabilities:
Net cash used by operating activities			485				(323	)			(24,857	)
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				2,678
Sewing Shop			-				-				(16,940	)
Increase (decrease) in Accum Depr - Sewing Shop			106				106				2,435
Net cash provided by investing activities			213				213				(19,827	)
Net increase in cash			698				(110	)			731
Cash, beginning of period			33				315				-
Cash, end of period		$	731			$	206			$	731
Supplemental disclosure of cash flow information:
Cash paid during the period
Taxes		$	-			$	-			$	-
Interest		$	-			$	-			$	-

HUAIZHONG HEALTH GROUP, INC.

(FORMELY ADAIAH DISTRIBUTION, INC.)

Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the Three Months Ended January 30, 2021

For the Three Months Ended January 30, 2020

The accompanying notes to the unaudited financial statements are an integral part of these financial statementsstatements.

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HUAIZHONG HEALTH GROUP, INC.

(FORMELY ADAIAH DISTRIBUTION, INC.)

Statements of Cash Flows

(Unaudited)

The accompanying notes to the unaudited financial statements are an integral part of these statements.

Adaiah Distribution Inc.HUAIZHONG HEALTH GROUP, INC.

(FORMELY ADAIAH DISTRIBUTION, INC.)

Notes to the Unaudited Financial Statements

January 31, 20182021

Note 1: Organization and NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements of Adaiah Distribution, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended October 31, 2020, as filed with the SEC on March 22, 2021.

Use of Estimates

The preparation of financial statements in conformity 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, 2017 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 statementsstatements. The estimates and judgments will also affect the reported amounts of revenues andfor certain expenses during the reporting period. Actual results could differ from those estimates.these good faith estimates and judgments.

Due toA novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the limited levelWorld Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations the Company has not had to make material assumptions or estimates.

Cash and Cash Equivalents

in markets served. The Company considers all highly liquid investments with an original maturityconsidered the impact 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 marketCOVID-19 on the assumptions and pertinent information available to management as of July 31, 2017.

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

5

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2018

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 impactadverse impacts on the Company’s results of operations and financial position or cash flow.at January 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan.

Note 3: Property and EquipmentReclassification

Property and equipment consist of:

		January 31, 2018				October 31, 2017
Furniture & Equipment		$	8,000			$	8,000
Sewing Shop		$	16,940			$	16,940
Accumulated Depreciation		$	(5,113	)		$	(4,900	)
		$	19,827			$	20,040

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

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.

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Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2018

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, 2018, 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 DecemberNOTE 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.- GOING CONCERN

7

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2018

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, 2018 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.

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.

8

Adaiah Distribution Inc.

Notes to the Financial Statements

January 31, 2018

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of January 31, 2021, the Company has suffered recurring losses from operations, has an accumulated deficit of $319,862 and has not earned any revenues. The Company intends to fund operations through equity financing arrangements and related party advances, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the one year from the date these financial statements were available to be issued.ending October 31, 2022.

The ability of the Company to emerge from an early stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern is dependent uponconcern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty

NOTE 3 - RELATED PARTY TRANSACTIONS

During the three months ended January 31, 2021, the Company’s abilitysole officer advanced 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 directoran amount of $12,188 by paying for expenses on behalf of the Company has agreed to provide the necessary funding forCompany. As of January 31, 2021, and October 31, 2020, the Company was obligated to continue inthe officer, for an unsecured, non-interest-bearing demand loan with a limited operations scenario for the next 12 months, which would include the costs associated with maintaining reporting status with the Securitiesbalance of $20,747 and Exchange Commission.$8,559, respectively.

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

Note 11: Asset Purchase Agreement

On May 10, 2017, the Company closed an Asset Purchase Agreement (the “Agreement”) signed February 10, 2017 with 3D Pioneer Systems Inc. (“3D”). Pursuant to the Agreement, once all terms of the agreement are met, Adaiah will acquire certain intellectual property, apps, other assets and related contractual rights held by 3D in exchange for 1 million shares of Adaiah’s common stock and a cash payment of $30,000, along with an obligation to make three (3) additional payments of $30,000 every ninety (90) days following the closing. The payments are held in trust until all terms of the agreement are met. The assets of 3D include intellectual property for 3D printer development, a project for the development of a 3D printing platform and marketplace and the first app, of a series of children’s apps, called Save Your Planet Kids.

Note 12: Subsequent EventsOther

The Company has evaluated events subsequentdoes not own or lease property or lease office space. The office space used by the Company was arranged by the founder, who is also the CEO and President, of the Company 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,use at no other subsequent events occurred that require recognition or disclosure in the financial statements.charge.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly 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.statements. 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 whichthat 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 unaudited financial statements are stated in United States dollars ($US) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock”shares” refer to the common shares in our capital stock.

CERTAIN TERMS USED IN THIS REPORT

As used in this annual report, the terms “we”, “us”, “our”, “Adaiah” and “Adaiah Distribution”“Huaizhong”, mean Adaiah DistributionHuaizhong Health Group, Inc.”., unless the context clearly requires otherwise.

ResultsItem 1. Business

Overview

Huaizhong Heath Group, Inc. is a for profit corporation established under the corporation laws in the State of OperationsNevada, United States of America on September 12, 2013, originally incorporated as Adaiah Distribution, Inc. Effective December 15, 2020, the company changed its name to Huaizhong Health Group, Inc. The Company’s fiscal year end is October 31.

The Company was in the development phase of its custom pillow distribution business. During the third fiscal quarter ending July 31, 2018 the Company had ceased its operations of its Pillow manufacturing and sales.

We have since changed our focus to looking for other business opportunities to implement and/or operating companies with which to engage in a business combination.

Our total assets at January 31, 2018 were $20,558, which was comprisedaddress is Tianan Technology Park, 13/F Headquarter, Center Building 16, 555 Panyu North Ave., Panyu District, Guangzhou City, China. Our telephone number is +86 (20) 2982-9356.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of $731 cashlegal proceeding.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the bankforward-looking statements. Factors that could cause or contribute to such differences include but are not limited to those discussed below and $19,827 (net)elsewhere in furniturethis report. Our unaudited financial statements are stated in United States Dollars and equipmentare prepared in accordance with United States Generally Accepted Accounting Principles.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a sewing shop. We currently anticipate that our legal and accounting fees overglobal pandemic by the next 12 months asWorld Health Organization on March 11, 2020. As a result of beingthe outbreak, many companies have experienced disruptions in their operations and in markets served. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position as of January 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s plan of operations is uncertain. A prolonged outbreak could have a reporting company withmaterial adverse impact on the SEC,Company’s ability to identify and will be approximately $10,000 per year.implement new business opportunities and/or consummate an acceptable merger or acquisition transaction.

Plan of Operations and Cash Requirements

We receivedare no longer attempting to implement our original business plan. We now intend to look for other business opportunities to implement and/or operating companies with which to engage in a business combination. We do not intend, at this time, to restrict our focus to opportunities or business combinations in any specific industry. Instead our focus will be on achieving long-term growth potential.

The analysis of new business opportunities will be undertaken by or under the initial equity fundingsupervision of $4,000the Company’s management. While the Company has limited assets and no operating revenues, the Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities and/or combinations in in any type of business, industry or geographical location. In its efforts, the Company will consider the following kinds of factors:

(a) potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) competitive position as compared to other operations of similar size and experience within the industry segment as well as within the industry as a whole;

(c) strength and diversity of management, either in place or scheduled for recruitment;

(d) capital requirements and anticipated availability of required funds, to be provided by the Company or from our sole officeroperations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e) the cost of participation by the Company as compared to the perceived tangible and director who purchased 4,000,000 sharesintangible values and potentials;

(f) the extent to which the business opportunity can be advanced; and

(g) the accessibility of our common stock at $0.001 per share.required management expertise, personnel, raw materials, services, professional assistance and other required items.

In January 2015,applying the Company issued 1,000,000 sharesforegoing criteria, not one of common stockwhich will be controlling, management will attempt to 30 independent persons pursuantanalyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Registration Statement on Form S-1Registrant’s limited capital available for total cash proceedsinvestigation, the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In addition, we will be competing against other entities that possess greater financial, technical and managerial capabilities for identifying and completing the implementation of $40,000.any opportunities and/or business combinations.

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.

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On September 19, 2016, the Company filed ArticlesResults 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.Operations

On November 8, 2016 the Company’s requestThe following summary of our results of operations should be read in conjunction with our financial statements for the Reverse Split was approved by FINRA and effected in the market. The Company’s ticker symbol was also changed to “ADAD”.

On May 10, 2017, the Company closed an Asset Purchase Agreement (the “Agreement”) signed February 10, 2017 with 3D Pioneer Systems Inc. (“3D”). Pursuant to the Agreement, once all terms of the agreementperiod ended January 31, 2021, which are met, Adaiah will acquire certain intellectual property, apps, other assets and related contractual rights held by 3D in exchange for 1 million shares of Adaiah’s common stock and a cash payment of $30,000, along with an obligation to make three (3) additional payments of $30,000 every ninety (90) days following the closing. The payments are held in trust until all terms of the agreement are met. The assets of 3D include intellectual property for 3D printer development, a project for the development of a 3D printing platform and marketplace and the first app, of a series of children’s apps, called Save Your Planet Kids.included herein.

Our revenueoperating results for the three months ended January 31, 20182021 and 2017 was $10,3482020 and $11,855, respectively. Our costthe changes between those periods for the respective items are summarized as follows.

Results of goods soldOperations for the three months ended January 31, 20182021 and 20172020

During the three months ended January 31, 2021 and 2020, no operating revenues were recorded.

We had a net loss of $11,285 and $5,433 for the three months ended January 31, 2021 and 2020, respectively. The increase in net loss of $5,852 was $7,401primarily due to an increase in operating expenses of $5,967 and $10,930 resultingoffset by a decrease in a gross profitinterest expenses of $2,947 and $2,690, respectively. Our operating$115.

Operating expenses for the three months ended January 31, 20182021 and 20172020 were $2,463$11,285 and $3,013,$5,318, respectively. Our net income (loss)

During the three months ended January 31,2021, the operating expenses, were primarily attributed to professional fees of $9,610, for maintaining reporting status with the Securities and Exchange Commission (“SEC”) and general administrative expenses of $1,675.

During the three months ended January 31, 2020, the operation expenses were primarily attributed to professional fees of $5,318 for maintaining reporting status with the Securities and Exchange Commission (“SEC”) .

Interest expenses for the three months ended January 31, 20182021 and 2017 was $4852020, were $0 and $(323), respectively.$115, respectively, represent interest expense to convertible note (former related party) on funds advanced to the Company.

Our revenue from inception (September 12, 2013) through January 31, 2018 was $289,633. Our cost of goods sold for the same period was $214,093 resulting in a gross profit of $75,540. Our operating expenses for the same period were $100,405, with interest income of $9, resulting in a net income (loss) of $(24,857).Balance Sheet Data:

As of January 31, 2018, there is a total2021, our current assets were $0, and our current liabilities were $30,757 which resulted in working capital deficiency 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.$30,757.

The following table provides selected financial data about our Company for the period from the dateAs of incorporation through January 31, 2018. For detailed financial information, see the financial statements included2021, current liabilities were comprised of $10,010 in this report.accounts payable and accrued liabilities, $20,747 in due to related party, compared to $10,913 in accounts payable and accrued liabilities, $8,559 in due to related party as of October 31, 2020.

Balance Sheet Data:		1/31/2018
Cash		$	731
Total assets		$	20,558
Total liabilities		$	1,415
Stockholder’s equity		$	19,143

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.

On May 10, 2017, the Company closed an Asset Purchase Agreement (the “Agreement”) signed February 10, 2017 with 3D Pioneer Systems Inc. (“3D”). Pursuant to the Agreement, once all terms of the agreement are met, Adaiah will acquire certain intellectual property, apps, other assets and related contractual rights held by 3D in exchange for 1 million shares of Adaiah’s common stock and a cash payment of $30,000, along with an obligation to make three (3) additional payments of $30,000 every ninety (90) days following the closing. The payments are held in trust until all terms of the agreement are met. The assets of 3D include intellectual property for 3D printer development, a project for the development of a 3D printing platform and marketplace and the first app, of a series of children’s apps, called Save Your Planet Kids.

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3D’s apps are designedAs of January 31, 2021, our working capital deficiency increased by $11,285 from $19,472 on October 31, 2020, to educate young children (starting at 2 years old) about the environment, natural resources and how$30,757 on January 31, 2021, primarily due to make decisions that are consistent with “green” or “save your plant” initiatives. These applications teach children to respect the planetan increase in a fun and engaging manner, utilizing music, caricatures, numerous colors and graphic art. Utilizationcurrent liabilities 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.$11,285.

Once the terms of the Agreement have been met the company will proceed with the business of 3D. 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.Cash Flow Data:

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, 2018 the Company had $731 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 ArrangementsCash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three months ended January 31, 2021, net cash flows used in operating activities was $0, consisting of a net loss of $11,285, increased by a decrease in accounts payable and accrued liabilities of $903 and offset by expenses paid by related party of $12,188. For the three months ended January 31, 2020, net cash flows used in operating activities was $0, consisting of a net loss of $5,433, reduced by an increase in accounts payable and accrued liabilities of $153 and offset by expenses paid by related party of $5,280.

Cash Flows used in Investing Activities

During the three months years ended January 31, 2021 and 2020, we had no cash used in investing activities.

Cash Flows from Financing Activities

During the three months ended January 31, 2021 and 2020, we had no cash used in financing activities.

Going Concern

As of January 31, 2021, our Company had a net loss of $11,285 and has earned no operating revenues. Our Company intends to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending October 31, 2022. The ability of our Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of our business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings or through debt financing. These factors, among others, raise substantial doubt about our Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have anyno 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.stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Management maintains “disclosureOur management is responsible for establishing and maintaining a system of disclosure controls and procedures” as such term is (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”),Act) that areis designed to ensure that information required to be disclosed by us in ourthe reports that we file or submit under the Exchange Act reports is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange CommissionCommission’s rules and forms,forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including our Chief Executive Officerits principal executive officer or officers and Chief Financial Officer,principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this quarterly report on Form 10-Q, anAn evaluation was carried out by management,conducted under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer,our management of the effectiveness of the design and operation 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, 2018.

2021. Based on that evaluation, our management concluded as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reportingas of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’sSEC rules and forms.forms as a result of the following material weaknesses: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by two individuals without adequate compensating controls.

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, thereThere have been no changes in theour internal controls over financial reporting duringidentified in connection with the quarterevaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended January 31, 2018,2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition, or results of operations.

ITEM 1A. RISK FACTORS

As a “smaller reporting company,” we are not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

The following exhibits are included withas part of 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:report:

Exhibit No. Number		Description
3.1		DescriptionArticles of Incorporation (filed as an exhibit to our Form S-1 Registration Statement and subsequent amendments)
3.2		Bylaws (filed as an exhibit to our Form S-1 Registration Statement and subsequent amendments)
3.1 10.1		Articles Form of Incorporation*
3.2	Restricted Stock Purchase Agreement, dated as of August 12, 2020, filed by the Company on Current Report Form 8-K, filed with the Securities Exchange Commission on August 20, 2020, and incorporated herein by reference.	Bylaws*
23.131.1*		ConsentCertification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.132.1*		Sec. 302 Certification of PrincipalChief Executive Officer and Chief Financial Officer Pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
31.2 101*		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

* Filed herewith

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 DistributionHuaizhong Health Group, Inc.
	Registrant
Date MarchDate: April 7, 20182021	By:	/s/ Nikolay TitovYuantong Wang
		Nikolay TitovYuantong Wang
		( President, Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer and Director

Principal Accounting Officer & Sole Director)

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