Adia Nutrition (ADIA) grows Q1 2026 revenue but flags going concern risk
Adia Nutrition, Inc. reports sharply higher activity but continued losses for the three months ended March 31, 2026. Revenue rose to $176,275, mainly from medical procedures of MS patients and sales of biologics, producing gross profit of $67,577.
The company recorded a net loss of $162,525 and an accumulated deficit of $16,136,007, and its 10-Q states there is “substantial doubt” about its ability to continue as a going concern. Cash was $136,716 with total assets of $776,868 and total liabilities of $1,197,067, including a related-party line of credit of $723,656. As of March 31, 2026, 94,404,696 Class A common shares were outstanding.
Positive
- None.
Negative
- Going concern risk: Q1 2026 revenue of $176,275 still produced a net loss of $162,525 and an accumulated deficit of $16,136,007; management states “substantial doubt” about the company’s ability to continue as a going concern.
- Leverage and negative equity: Total liabilities of $1,197,067 exceed assets of $776,868, resulting in a stockholders’ deficit of $420,199 and reliance on a related-party line of credit with a $723,656 balance.
Insights
Revenue is growing, but losses, leverage and going concern language dominate the risk profile.
Adia Nutrition generated Q1 2026 revenue of $176,275, more than doubling the prior year period, driven by medical procedures and new biologics sales. Gross profit improved to $67,577, showing that the core service mix can produce positive spread after direct costs.
However, the company reported a net loss of $162,525 and an accumulated deficit of $16,136,007, alongside negative equity of $420,199. Management explicitly discloses “substantial doubt” about continuing as a going concern, highlighting dependence on higher future revenues and external funding.
Liquidity relies heavily on a related-party line of credit with a $723,656 balance at March 31, 2026, versus cash of $136,716. Future filings covering periods after March 31, 2026 will be important to see whether revenue growth, cost control and capital raises meaningfully reduce this dependence and address the going concern uncertainty.
Key Figures
Key Terms
going concern financial
right of use asset - operating lease financial
Reg A filing financial
Series C Preferred Stock financial
related party transactions financial
line of credit facility financial
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
For the transition period from ______________
Commission file number:
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | Zip Code |
Registrant’s telephone number: (
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 15, 2026, there were
Table of Contents
| Page | ||
| Part I—Financial Information | ||
| Item 1. | Financial Statements | 4 |
| Condensed Consolidated Balance Sheets at March 31, 2026 (Unaudited) and December 31, 2025 | 5 | |
| Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 6 | |
| Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2026, and 2025 (Unaudited) | 7 | |
| Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 8 | |
| Notes to Unaudited Condensed Consolidated Financial Statements | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 24 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 32 |
| Item 4. | Controls and Procedures | 32 |
| Part II—Other Information | ||
| Item 1. | Legal Proceedings | 33 |
| Item 1A. | Risk Factors | 33 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 |
| Item 3. | Defaults Upon Senior Securities | 33 |
| Item 4. | Mine Safety Disclosures | 33 |
| Item 5. | Other Information | 33 |
| Item 6. | Exhibits | 33 |
| Signatures | 34 | |
| 2 |
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report includes “forward-looking statements” within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this quarterly report, the words “estimates,” “expects,” “anticipates,” “projects,” “forecasts,” “plans,” “intends,” “believes,” “foresees,” “seeks,” “likely,” “may,” “might,” “will,” “should,” “goal,” “target” or “intends” and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this Quarterly Report.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks and uncertainties are discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026, as the same may be updated from time to time.
All forward-looking statements attributable to us in this Quarterly Report apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by law.
| 3 |
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ADIA Nutrition, Inc. and Subsidiaries
| Page(s) | ||
| Condensed Consolidated Balance Sheets | 5 | |
| Condensed Consolidated Statements of Operations | 6 | |
| Condensed Consolidated Statements of Stockholders’ Deficit | 7 | |
| Condensed Consolidated Statements of Cash Flows | 8 | |
| Notes to the Unaudited Condensed Consolidated Financial Statements | 9 - 23 |
| 4 |
ADIA NUTRITION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Accrued interest due | ||||||||
| Inventory | ||||||||
| Inventory on-hand | ||||||||
| Biologics | ||||||||
| Prepaid expenses | ||||||||
| Undeposited funds | ||||||||
| Total Current Assets | ||||||||
| Investment in non-consolidated entity | ||||||||
| Receivable on sale of inventory asset | ||||||||
| Start-up clinic loans | ||||||||
| Deposits | ||||||||
| Fixed assets, net of depreciation | ||||||||
| Finance lease, net | ||||||||
| Right of use asset - operating lease, net | ||||||||
| Total Non Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Payroll liabilities | ||||||||
| Accrued interest – related party | ||||||||
| Deferred revenue | ||||||||
| Line of credit | ||||||||
| Lease liability – current portion | ||||||||
| Operating | ||||||||
| Finance | ||||||||
| Total Current Liabilities | ||||||||
| Long-term lease liabilities, net of current portion | ||||||||
| Operating | ||||||||
| Finance | ||||||||
| Total Non Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders' Equity (Deficit) | ||||||||
| Special 2022 Series A Preferred Stock, $ | ||||||||
| Series A Preferred Stock, $ | ||||||||
| Series C Preferred Stock, $ | ||||||||
| Class A Common Stock, $ | ||||||||
| Class B Common Stock, $ | ||||||||
| Shares to be issued | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders' Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements
| 5 |
ADIA NUTRITION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three Months Ended March 31, |
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| 2026 | 2025 | |||||||
| Revenue | ||||||||
| Sales of supplements | $ | $ | ||||||
| Medical procedures | ||||||||
| Sales of biologics, net of discounts and refunds | ||||||||
| Shipping and delivery | ||||||||
| Total Revenue | ||||||||
| Cost of Revenue | ||||||||
| Supplements | ||||||||
| Procedures | ||||||||
| Biologics | ||||||||
| Total Cost of Revenue | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| General and administrative | ||||||||
| Advertising and promotion | ||||||||
| Clinical trial fees | ||||||||
| Corporate filings | ||||||||
| Equipment leases | ||||||||
| Legal and professional fees | ||||||||
| Public relations | ||||||||
| Repairs and maintenance | ||||||||
| Rent | ||||||||
| Salaries and wages | ||||||||
| Utilities | ||||||||
| Depreciation and amortization | ||||||||
| Total Operating Expenses | ||||||||
| Loss from Operations | ( |
) | ( |
) | ||||
| Other Income (Expense) | ||||||||
| Interest income | ||||||||
| Interest expense – line of credit (related party) | ( |
) | ( |
) | ||||
| Total Other Income (Expense) | ( |
) | ( |
) | ||||
| Net Loss Before Provision for Income Taxes | ( |
) | ( |
) | ||||
| Provision for Income Taxes | ||||||||
| NET LOSS | $ | ( |
) | $ | ( |
) | ||
| Net Loss Per Share: Basic and Diluted | $ | ( |
) | $ | ( |
) | ||
| Weighted Average Number of Shares Outstanding: Basic and Diluted | ||||||||
See accompanying notes to unaudited condensed consolidated financial statements
| 6 |
ADIA NUTRITION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three Months Ended March 31, 2026 and 2025
| Special 2022 Series A Preferred | Series A Preferred | Series C Preferred | Shares to be issued | |||||||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Shares | Amount ($) | Shares | Amount ($) | |||||||||||||||||||||||||
| Balance December 31, 2024 | ||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance March 31, 2025 | ||||||||||||||||||||||||||||||||
(continued)
| Class A Common Stock | Class B Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Capital ($) | Deficit ($) | (Deficit) ($) | ||||||||||||||||||||||
| Balance December 31, 2024 | ( |
) | ||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | ( |
) | ( |
) | |||||||||||||||||||
| Balance March 31, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||
| Special 2022 Series A Preferred | Series A Preferred | Series C Preferred | Shares to be issued | |||||||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Shares | Amount ($) | Shares | Amount ($) | |||||||||||||||||||||||||
| Balance December 31, 2025 | ||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | – | ||||||||||||||||||||||||
| Balance March 31, 2026 | ||||||||||||||||||||||||||||||||
(continued)
| Class A Common Stock | Class B Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Capital ($) | Deficit ($) | (Deficit) ($) | ||||||||||||||||||||||
| Balance December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net loss | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Balance March 31, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
| 7 |
ADIA NUTRITION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of right of use asset - operating | ||||||||
| Amortization of right-of-use asset - financing | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Undeposited funds | ( | ) | ||||||
| Prepaid expenses | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued interest – line of credit | ||||||||
| Deferred revenue | ||||||||
| Lease liability - operating | ( | ) | ( | ) | ||||
| Net Cash Used for Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchase of furniture & equipment | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Net Used for Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Payments made on lease liability - finance | ( | ) | ( | ) | ||||
| Line of credit | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase in Cash | ||||||||
| Cash at Beginning of Year | ||||||||
| Cash at End of Year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements
| 8 |
ADIA NUTRITION, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
NOTE 1 – ORGANIZATION AND BUSINESS
ADIA Nutrition Inc. (the “Company,” “we,” “us” or “our”), a Nevada corporation, has a calendar fiscal year and is listed on OTC Markets under the trading symbol ADIA. The Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2013 to 2022 which resulted in its Nevada charter being revoked. The Company also failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act. In March 2022, a shareholder filed a petition for custodianship with the District Court, Clark County, Nevada and was appointed as the custodian of the Company in June 2022. The Company’s Nevada charter was reinstated on June 27, 2022, and all required reports were filed with the State of Nevada soon thereafter. The custodian was not able to recover any of the Company’s accounting records from previous management but was able to get the shareholder information hence the Company’s outstanding common shares were reflected in the stockholders’ equity section of the unaudited financial statements for the year ended December 31, 2022.
The Company was incorporated in the State of Nevada in April 1975 as Domi Associates, Inc. In March 2001, the issuer amended its Articles of Incorporation to change its name to Drilling, Inc. On April 20, 2004, an amendment to the Articles of Incorporation was made to change the name to PIVX Solutions, Inc. In 2012, the issuer changed to ADIA Nutrition, Inc.
On March 14, 2022, UMA LLC, a shareholder of the Company, made a demand to the Company, at the last address of record, to comply with the Nevada Secretary of State statues N.R.S. 78.710 and N.R.S. 78.150. UMA, LLC, made several attempts to locate prior management and reinstate the Company’s Nevada charter, which had been revoked. On, May 6, 2022, UMA, LLC filed a petition against the Company in the District Court of Clark County, Nevada, entitled “In the Matter of ADIA Nutrition Inc., a Nevada corporation”, case number A-22-852241-C, along with an Application for Appointment of Custodian.
On June 17, 2022, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of UMA LLC, (the “Order”), as Custodian of the Company. Pursuant to the Order, the UMA LLC (the “Custodian”) has the authority to take any actions on behalf of the Company, which are reasonable, prudent or for the benefit pursuant to, including, but not limited to, issuing shares of stock, and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, is required to meet the requirements under the Nevada charter.
On June 17, 2022, the Custodian appointed Nikki
Lee as the Company’s sole officer and director. The Custodian designated one share of preferred stock as Special 2022 Series A Preferred
Stock at par value $0.001. The Special 2022 Series A Preferred stock has
On June 27, 2022, the Company filed a Certificate of Revival with the Secretary State of the State of Nevada, which reinstated the Company’s charter and appointed a new Resident Agent in Nevada.
On August 5, 2022, in a private transaction, the Custodian entered into a Securities Purchase Agreement (the “SPA”) with Nairobi Anderson, to sell the Special 2022 Series A Preferred stock, and upon closing, Nairobi Anderson acquired 60% voting control of the Company.
On February 27, 2023, Nairobi Anderson entered into an SPA with The Leonard and Elizabeth Greene Family Trust to sell its share of Special 2022 Series A Preferred stock.
| 9 |
On January 22, 2024, The Leonard and Elizabeth Greene Family Trust sold its Special 2022 Series A Preferred share to Legends Investments Properties, LLC, 100% owned by Larry Powalisz. Leonard Greene resigned as Director and Larry Powalisz was appointed Chief Executive Officer and Director, and Rebecca Miller was appointed as Chief Financial Officer.
ADIA – Going Forward
ADIA is dedicated to revolutionizing healthcare through innovative partnerships. The primary focus is to work closely with healthcare providers and health insurance companies to facilitate and provide Autologous Hematopoietic Stem Cell Transplantation (AHSCT) treatments for Multiple Sclerosis (MS) patients.
ADIA engages with health insurance companies to advocate for the inclusion and reimbursement of AHSCT treatments for MS patients. The dedicated team navigates the complexities of insurance processes, striving to make these transformative therapies financially accessible to a wider population.
ADIA envisions a future where AHSCT is a widely accessible and transformative treatment option for MS patients. Through commitment, collaboration, advocacy, and quality care, the Company aims to redefine the standard of treatment for MS and contribute to improved outcomes and quality of life for those affected by the disease.
ADIA is also committed to revolutionizing the supplement industry through strategic acquisitions and investments in companies that uphold the highest standards of integrity and quality. The mission is to empower individuals worldwide to prioritize their health and well-being by providing access to premium supplements crafted exclusively from organic ingredients. ADIA has, during the third quarter of 2024, acquired Biolete, LLC (see Note 7 below) and taken an 18% equity position in Cement Factory, LLC (see Note 8 below).
On September 30, 2025, ADIA sold the inventory on hand and the associated trademarks of the Biolete brand to Cement Factory in which is continued to hold its 18% membership interest.
Being dedicated to revolutionizing healthcare through innovative partnerships. The primary focus is to work closely with healthcare providers and health insurance companies to facilitate and provide AHSCT treatments for MS patients. In late 2024, ADIA formed Adia Med of Winter Park, LLC as the clinic to perform the aforementioned treatments, and Adia Labs, LLC which will procure and sell the products relating to these procedures.
ADIA strives to cultivate a portfolio of brands that exemplify excellence, transparency, and sustainability, ensuring that every product that it offers contributes to the enhancement of the consumers lives.
ADIA Nutrition – Board of Directors Expansion
On August 19, 2024, the Company appointed Monica
Sher, MD as a Director of Company. The Company will issue
On September 10, 2024, the Company appointed Richard
Edwards, DO as a Director of Company. The Company will issue
On September 23, 2024, the Company appointed Kalpesh
Barot, MD as a Director of Company. The Company will issue
On October 13, 2025, the Company appointed Dr.
Evan Thomas, MD, PhD. as an Independent Medical Director for the Company’s medical division, Adia Med. The Company will issue
| 10 |
NOTE 2 – GOING CONCERN
The accompanying consolidated financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company generated revenues of $
Management anticipates continued growth in revenue
and plans to utilize the funding resources it has available (i.e., its line of credit facility) as well as the continued identification
of adequate sources of funding to provide bridge capital, financing of receivables, and operating capital for continued growth. The Company
continued the use of its Reg A filing to raise additional capital; the Company received $
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP 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 the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (Adia Labs, LLC and Adia Med of Winter Park, LLC). All intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
The Company accounts for cash and cash equivalents under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
| 11 |
Advertising and Promotion Costs
Advertising and promotion costs are expensed as
incurred. During the three months ended March 31, 2026 and 2025, this cost was $
Revenue Recognition
The Company records transactions in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (collectively, “ASC 606”). In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
Our operations currently generate revenues from
the sale of our biologic products, the performance of medical procedures, sales of ancillary products, shipping and delivery, and other
services. During the three months ended March 31, 2026 and 2025, the Company had revenues of $
| Schedule of revenue recognition | ||||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||||
| Sales of supplements | $ | $ | ||||||||||||||
| Medical procedures | ||||||||||||||||
| Sales of biologics | ||||||||||||||||
| Shipping and delivery | ||||||||||||||||
| Total Revenue | $ | $ | ||||||||||||||
Costs of Revenues
Our policy is to recognize costs of revenue in
the same manner in conjunction with revenue recognition. Cost of revenues include the costs directly attributable to revenue. Cost of
revenue was the cost of our supplement products, the fees associated with the administration of medical procedures, and costs of our biologic
products. For the three months ended March 31, 2026 and 2025, cost of revenue was $
| Schedule of costs of revenues | ||||||||||||||||
| March 31, 2026 | March 31, 2025 | |||||||||||||||
| Cost of supplements | $ | $ | ||||||||||||||
| Cost for administration of medical procedures | ||||||||||||||||
| Cost of biologics | ||||||||||||||||
| Total Cost of Revenue | $ | $ | ||||||||||||||
Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. All of the Company’s deferred tax assets were offset by a full valuation allowance for March 31, 2026 and December 31, 2025.
| 12 |
Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
The Company does not have any assets or liabilities measured at fair value on a recurring basis.
Related Parties
The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. The Company leases office space from an entity that is controlled by the CEO and Director of the Company. In addition this related party has provided working capital to the Company on the line of credit facility it has extended to the Company.
Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| 13 |
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
Earnings (loss) per share
Basic income (loss) per share is computed by dividing
net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income
(loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of
incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net
loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation.
The number of potentially dilutive common shares (if the preferred shares were converted) excluded for the three months ended March 31,
2026 and 2025, are
Inventory
Inventories are carried at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of applicable variable selling expenses. Management periodically evaluates if a reserve is necessary, and management determined that a reserve was not necessary at March 31, 2026 and December 31, 2025.
Investments
In accordance with ASC 321, “Investments
– Equity Securities,” our investment in Cement Factory, LLC is stated at cost, as our investment in this entity constitutes
less than 20% in Cement Factory, LLC and does not provide the Company control over this entity. The original agreement entered into was
rescinded, and replaced with an agreement to acquire an
Leases
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. We determine if an arrangement is a lease at inception. The Company recognizes ROU assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. Operating leases are included in operating lease ROU assets and operating lease liabilities on our consolidated balance sheets. Finance leases are included in finance lease assets, current finance lease liabilities, and long-term finance lease liabilities on our consolidated balance sheets.
The Company’s ROU assets and lease liabilities are recognized on the lease commencement date in an amount that represents the present value of future lease payments over the lease term. The Company utilizes its collateralized incremental borrowing rate commensurate to the lease term as the discount rate for its leases unless the Company can specifically determine the lessor’s implicit rate. Certain lease contracts contain non-lease components such as maintenance and utilities. The Company has made a policy election to not separate the lease and non-lease components, and thus recognize a single lease component for all of its right-of-use assets and liabilities.
| 14 |
In evaluating contracts to determine if they qualify as a lease, the Company considers factors such as if it has obtained substantially all of the rights to the underlying asset through exclusivity, if the Company can direct the use of the asset by making decisions about how and for what purpose the asset will be used and if the lessor has substantive substitution rights. Furthermore, the Company assesses whether it is reasonably certain to exercise options to extend or terminate a lease considering all relevant factors that create economic incentive to exercise such options, including asset, contract, market, and entity-based factors. These evaluations may require significant judgment.
Loss Contingencies
From time to time the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the consolidated balance sheet.
Fixed Assets
The Company follows ASC 360, “Property,
Plant, and Equipment,” for its fixed assets. Equipment is stated at cost less accumulated depreciation. Depreciation is
calculated on a straight-line basis over the estimated useful lives of the assets (
Long-lived Assets
Long-lived assets such as fixed assets and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
Segment Reporting
Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The CODM has identified Adia Labs and Adia Med as the Company’s operating segments.
Stock-Based Compensation
FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
The Company accounts for stock-based compensation
issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to
Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is
more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based
payment transaction is determined at the earlier of performance commitment date or performance completion date. For the three months ended
March 31, 2026 and 2025, the Company had share-based compensation of $
| 15 |
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. For the year ended December 31, 2025, we adopted the ASU 2023-09, “Income Taxes (Topic 740) Improvement to Income Tax Disclosure”, to appropriately reconcile to specific tax rate provisions. As a result, certain prior year amounts have been reclassified for consistency with current year presentation.
NOTE 4 – ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
Accounts receivable are stated at amortized cost and consist primarily of trade receivables from customers arising from the sale of goods/services in the ordinary course of business. The Company estimates expected credit losses on accounts receivable using relevant available information from internal and external sources, including historical credit loss experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts.
The Company's historical credit loss experience on trade receivables, adjusted for current conditions and reasonable and supportable forecasts of future economic conditions, results in an expectation that nonpayment of the amortized cost basis is zero. This assessment considers factors such as the credit quality of customers, short collection periods, low historical default rates, and no material adverse changes expected in relevant economic conditions or customer circumstances.
Accordingly, no allowance for credit losses has been recorded as of March 31, 2026 and December 31, 2025, and no credit loss expense related to accounts receivable was recognized during the three months ende3d March 31, 2026 and the year ended December 31, 2025.
NOTE 5 - INVENTORY
Inventory consists of the following:
| Schedule of inventory | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
| Biologic products | $ | $ | ||||||
| Total Inventory | $ | $ | ||||||
NOTE 6 – FIXED ASSETS, NET
Fixed assets, net, consists of the following:
| Schedule of fixed assets | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Property and equipment, gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Total Fixed Assets, Net | $ | $ | ||||||
| 16 |
NOTE 7 – ACQUISITION OF NEW BUSINESS
On July 11, 2024, the Company acquired a
On September 30, 2025, the Company sold the inventory
on hand and the associated trademarks of the Biolete brand to Cement Factory, in which the Company continues to hold an 18% membership
interest. The Company transferred the inventory at cost totaling $
NOTE 8 – INVESTMENT IN NON-CONSOLIDATED BUSINESS ENTITY
On July 29, 2024, the Company acquired a
NOTE 9 – RELATED PARTY TRANSACTIONS
On June 30, 2024, the Company entered into an
agreement with the Chief Executive Officer of the Company for an unsecured $
The above amounts and terms of the transactions are not necessarily typical of agreements entered into by third parties.
NOTE 10 – START-UP LOAN TO CLINICS
On July 15, 2025, the Company provided a start-up
loan to Aspire Regenerative Therapy in the amount of $25,000. The terms of the loan are for the principal to be repaid in 5 years at
| 17 |
NOTE 11 - LEASES
The Company has an operating lease for office
space and a finance lease for equipment. Leasing arrangements require fixed payments and also include an amount that is probable and will
be owed under residual value guarantees, if applicable. Lease payments also include payments related to purchase or termination options
when the lessee is reasonably certain to exercise the option or is reasonably certain not to exercise the option, respectively. The Company’s
lease agreements do not contain any material restrictive covenants. The leases have remaining terms of
The Company’s right-of-use assets and lease liabilities and other disclosures at March 31, 2026 and at December 31, 2025, are as follows:
| Schedule of right-of-use assets and lease liabilities | ||||||||
| Operating Lease | Finance Lease | |||||||
| Right-of-use assets obtained in exchange for new lease liabilities | $ | $ | ||||||
| Weighted-average remaining lease term | ||||||||
| Weighted average discount rate | ||||||||
| Operating Lease | Finance Lease | |||||||||||||||
March 31, 2026 | Dec. 31, 2025 | March 31, 2026 | Dec. 31, 2025 | |||||||||||||
| Right-of-use assets | $ | $ | $ | $ | ||||||||||||
| Less: amortization | ||||||||||||||||
| Lease assets, net | $ | $ | $ | $ | ||||||||||||
| Lease liabilities | ||||||||||||||||
| Lease liabilities, current | $ | $ | $ | $ | ||||||||||||
| Lease liabilities, long-term | ||||||||||||||||
| Total lease obligation | $ | $ | $ | $ | ||||||||||||
Future payments of lease liabilities at March 31, 2026 are as follows:
| Schedule of future payments of lease liabilities | ||||||||
| Year Ending December 31, | Operating Lease | Finance Lease | ||||||
| 2026 | $ | $ | ||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| $ | $ | |||||||
| Less interest | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| 18 |
NOTE 12 – STOCKHOLDERS’ EQUITY
Common Stock
The Company has
The Company has two common stock designations;
Class A Common Stock with
Class A Common Stock: Each share of Class A Common Stock shall have, for all purposes, one (1) vote per share. Subject to the preferences applicable to Preferred Stock outstanding at any time, the holders of the shares of Class A Common Stock shall be entitled to receive such dividends and other distributions in cash, property or shares of stock of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefrom. The holders of Class A Common Stock issued and outstanding have and possess the right to receive notice of shareholders’ meetings and to vote upon the election of directors or upon any other matter as to which approval of the outstanding shares of Class A Common Stock or approval of the common shareholders is required or requested.
Class B Common Stock: The shares of Class B Common Stock may be issued from time to time in one or more series. The Board of Directors is authorized, by resolution adopted and filed in accordance with law, to provide for the issue of each series of shares of Class B Common Stock; provided, however, that any issuance of shares of Class B Common Stock shall be made only in connection with a special acquisition transaction, as determined by the Board of Directors. Each series of shares of Class B Common Stock: (a) may have such voting powers, full or limited or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices as determined by the Board of Directors; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of assets of, the Corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation or such other corporation or other entity at such price or prices or at such rates of exchange and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation; and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, in each case as shall be stated in said resolution or resolutions providing for the issue of such shares of Class B Common Stock. Shares of Class B Common Stock of any series that have been redeemed or repurchased by the Corporation (whether through the operation of a sinking fund or otherwise) or that, if convertible or exchangeable, have been converted or exchanged in accordance with their terms shall be retired and have the status of authorized and unissued shares of Class B Common Stock of the same series and may be reissued as a part of the series of which they were originally a part or may, upon the filing of an appropriate certificate with the Secretary of State of the State of Nevada be reissued as part of a new series of shares of Class B Common Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of shares of Class B Common Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of shares of Class B Common Stock.
On July 9, 2024, the Company received an investment
on its Reg A registration statement in the amount of $
| 19 |
On May 5, 2025, the Company retired
On June 6, 2025, the Company received an investment
on its Reg A registration statement in the amount of $
On June 11, 2025, the Company received an investment
on its Reg A registration statement in the amount of $
At March 31, 2026 and December 31, 2025, there
were
At March 31, 2026 and December 31, 2025, there
were
Preferred Stock
There are
Special 2022 Series A Preferred Stock.
The designation of this class of preferred stock shall be “Special 2022 Series A Preferred Stock,” par value $
| 20 |
Series A Preferred Stock. The designation
of this class of preferred stock shall be “Series A Preferred Stock,” par value $
Series C Preferred Stock. The designation
of this class of preferred stock shall be “Series C Preferred Stock,” par value $
Liquidation Rights - Upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, the holders of the then-outstanding shares of Series C Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of the Company’s common stock multiplied by the Conversion Rate. Conversion Rate – Each share of Series C Preferred Stock shall be convertible into four (4) shares of the Company’s common stock.
On July 11, 2024, the Company acquired a 100%
membership interest in Biolete, LLC; consideration provided for this acquisition was the issuance of
On July 29, 2024, the Company acquired a 7% membership
interest in Cement Factory Nutrition; consideration provided for this acquisition was the issuance of
On August 19, 2024, the Company appointed Monica
Sher, MD as a Director of Company. The Company will issue
On September 10, 2024, the Company appointed Richard
Edwards, DO as a Director of Company. The Company will issue
On September 23, 2024, the Company appointed Kalpesh
Barot, MD as a Director of Company. The Company will issue
On May 5, 2025, the Company retired and declared
void
| 21 |
On October 13, 2025, the Company appointed Dr.
Evan Thomas, MD, PhD. as an Independent Medical Director for the Company’s medical division, Adia Med. The Company will issue
At the year ended December 31, 2025, per their
employment agreements (fully ratified in 2026), two officers of the Company were entitled to the option to purchase a total of
At March 31, 2026 and December 31, 2025, there
is one (
At March 31, 2026 and December 31, 2025, there are zero shares of Series A Preferred issued and outstanding.
At March 31, 2026 and December 31, 2025, there
are
NOTE 13 – SEGMENT REPORTING
During the year ended December 31, 2025, the Company had three operating segments: (1) Biolete, (2) Adia Med, and (3) Adia Labs. On September 30, 2025, the Company sold its rights to the Biolete trademarks and all associated assets to Cement Factory, and as a result for the three months ended March 31, 2026, the Company had two operating segments: (1) Adia Med, and (2) Adia Labs.
| Schedule of segment of assets | ||||||||
March 31, 2026 | December 31, 2025 | |||||||
| Adia Med assets | $ | $ | ||||||
| Adia Labs assets | ||||||||
| Unallocated corporate assets | ||||||||
| Total Assets | $ | $ | ||||||
The CODM reviews performance based on gross profit (sales less cost of products or services sold), operating profit, and net income (loss). Profitability is important to the Company’s ability to grow and expand operations. The Company does not have any operations or sources of revenue outside of the United States. Corporate overhead is not allocated to each segment unless the cost is specifically incurred to support the single segment. This provides the CODM with segment specific costs and profits.
The Company chooses to disclose the following in its segment reporting requirements for the three months ended March 31, 2026:
| Schedule of segment reporting | ||||||||||||||||||||
| For the three months ended March 31, 2026 | Unallocated | |||||||||||||||||||
| Corporate | ADIA | ADIA | ||||||||||||||||||
| Overhead | Biolete | Med | Labs | Totals | ||||||||||||||||
| Segment Revenue | ||||||||||||||||||||
| Medical procedures | $ | $ | $ | $ | $ | |||||||||||||||
| Sales of biologics, net of discounts and refunds | ||||||||||||||||||||
| Shipping and delivery | ||||||||||||||||||||
| Total Segment Revenue | ||||||||||||||||||||
| Cost of Revenue | ||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Advertising and promotion | ||||||||||||||||||||
| Segment Operating Expenses | ||||||||||||||||||||
| Segment Profit (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||
| 22 |
The Company chooses to disclose the following in its segment reporting requirements for the three months ended March 31, 2025:
| For the three months ended March 31, 2025 | Unallocated | |||||||||||||||||||
| Corporate | ADIA | ADIA | ||||||||||||||||||
| Overhead | Biolete | Med | Labs | Totals | ||||||||||||||||
| Segment Revenue | ||||||||||||||||||||
| Medical procedures | $ | $ | $ | $ | $ | |||||||||||||||
| Sales of biologics, net of discounts and refunds | ||||||||||||||||||||
| Sales of supplements | ||||||||||||||||||||
| Shipping and delivery | ||||||||||||||||||||
| Total Segment Revenue | ||||||||||||||||||||
| Cost of Revenue | ||||||||||||||||||||
| Cost of goods sold | ||||||||||||||||||||
| Gross Profit | ||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and administrative | – | |||||||||||||||||||
| Advertising and promotion | ||||||||||||||||||||
| Segment Operating Expenses | – | |||||||||||||||||||
| Segment Profit (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | – | $ | ( | ) | ||||||||
NOTE 14 – COMMITMENTS AND CONTINGENCIES
On May 5, 2025, the Company retired
NOTE 15 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through May 13, 2026, the date these consolidated financial statements were available to be issued. Based on our evaluation, no material events have occurred that require further disclosure.
| 23 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of operations of Adia Nutrition, Inc.. and its consolidated subsidiaries (collectively, the “Company”) should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. This Quarterly Report on Form 10-Q includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements.
We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026.
Results of Operations
For the three months ended March 31, 2026 and 2025
Revenue
For the three months ended March 31, 2026 and 2025, the Company revenues of $176,275 and $71,764, respectively. Revenue was generated from the following sources:
| March 31, 2026 | March 31, 2025 | |||||||||||||||
| Sales of supplements | $ | – | 0.0% | $ | 1,064 | 1.5% | ||||||||||
| Medical procedures | 104,850 | 59.5% | 70,700 | 98.5% | ||||||||||||
| Sales of biologics | 69,775 | 39.6% | – | 0.0% | ||||||||||||
| Shipping and delivery | 1,650 | 0.9% | – | 0.0% | ||||||||||||
| Total Revenue | $ | 176,275 | 100.0% | $ | 71,764 | 100.0% | ||||||||||
Gross Profit
For the three months ended March 31, 2026 and 2025, cost of revenue was $108,698 and $57,712, respectively. Cost of revenue was as a result of the following:
| March 31, 2026 | March 31, 2025 | |||||||||||||||
| Cost of supplements | $ | – | 0.0% | $ | 475 | 0.8% | ||||||||||
| Cost for administration of medical procedures | 70,962 | 65.3% | 57,237 | 99.2% | ||||||||||||
| Cost of biologics | 37,736 | 34.7% | – | 0.0% | ||||||||||||
| Total Cost of Revenue | $ | 108,698 | 100.0% | $ | 57,712 | 100.0% | ||||||||||
As a result, our gross profit for the three months ended March 31, 2026 and 2025, was $67,577 and $14,052, respectively.
| 24 |
Operating Expenses
For the three months ended March 31, 2026 and 2025, we incurred total operating expenses of $219,497 and $124,596. The following is a tabular breakdown of our operating expenses for the three months ended March 31, 2026 and 2025:
For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating Expenses | ||||||||
| General and administrative | $ | 33,778 | $ | 38,614 | ||||
| Advertising and promotion | 37,007 | 21,522 | ||||||
| Clinical trial fees | 4,850 | – | ||||||
| Corporate filings | 4,005 | – | ||||||
| Equipment leases | 6,696 | – | ||||||
| Legal and professional fees | 78,809 | 47,814 | ||||||
| Public relations | 2,440 | – | ||||||
| Repairs and maintenance | 1,010 | – | ||||||
| Rent | 16,183 | 15,872 | ||||||
| Salaries and wages | 32,602 | – | ||||||
| Utilities | 866 | – | ||||||
| Depreciation and amortization | 1,251 | 774 | ||||||
| Total Operating Expenses | $ | 219,497 | $ | 124,596 | ||||
Other Income (Expenses)
For the three months ended March 31, 2026 and 2025, we had other income of $375 and $0, respectively. For three months ended March 31, 2026 and 2025, we had other expenses of $10,980 and $5,675, respectively. For the three months ended March 31, 2026, other income was comprised of interest income of $375 on a loan we extended to a start-up facility. For the three months ended March 31, 2026 and 2025, other expenses were comprised of interest expenses on our line of credit facility with a related party.
Liquidity and Capital Resources
For the three months ended March 31, 2026, we had a net loss of $162,525. For the three months ended March 31, 2026, we had non cash charges of $1,251 in depreciation and amortization $13,797 in amortization of operating lease right-of-use asset, and $5,801 in the amortization of finance lease right-of-use asset. For the three months ended March 31, 2026, we had an increase in accounts receivable of $46,000, an increase in undeposited funds of $6,450, an increase in pre-paid expenses of $2,898, an increase in inventory of $84,725, an increase in accounts payable of $25,524, an increase in accrued interest on our line of credit of $10,980, an increase in deferred revenue of $204,000, and a decrease in operating lease liabilities of $22,473. As a result, we had net cash used in operating activities of $63,718 for the three months ended March 31, 2026.
For the three months ended March 31, 2025, we had a net loss of $116,219. For the three months ended March 31, 2025, we had non cash charges of $744 in depreciation and amortization $12,778 in amortization of operating lease right-of-use asset, and $4,124 in the amortization of finance lease right-of-use asset. For the three months ended March 31, 2025, we had an increase in deposit made of $26,900, a decrease in pre-paid expenses of $44,383, an increase in inventory of $2,413, an increase in accrued interest on our line of credit of $5,675, and a decrease in operating lease liabilities of $7,177. As a result, we had net cash used in operating activities of $31,175 for the three months ended March 31, 2025.
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Investing Activities
For the three months ended March 31, 2026, we purchased furniture and equipment for $5,494. As a result, we had net cash used in investing activities of $5,494.
For the three months ended March 31, 2025, we invested in the Biolete trademarks for of $2,794. As a result, we had net cash used in investing activities of $2,794.
Financing Activities
For the three months ended March 31, 2026, we made payments on our finance lease obligation of $5,801, and we drew down on our line of credit facility for an additional $123,656. As a result, we had net cash provided by financing activities of $117,855.
For the three months ended March 31, 2025, we made payments on our finance lease obligation of $4,124, and we drew down on our line of credit facility for an additional $69,233. As a result, we had net cash provided by financing activities of $65,109.
Plan of Operation
Over the next twelve months, we expect to incur costs and expenses related to:
| · | maintaining our corporate existence, such as annual fees due to the State of Nevada and any other state in which we conduct business; | |
| · | filing periodic reports under the Exchange Act, including filing, accounting and legal fees; | |
| · | operating our business in a proper and ethical manner. |
We expect to incur costs associated with filing reports under the Exchange Act over the next twelve months of approximately $100,000. Costs associated with operating our business based upon current operating expenses are projected to be in the range of $450,000 to $750,000. We anticipate our cost of revenue to be approximately 35% to 45% of revenue. Based upon our performance during 2025 and 2024, and the current year to date, we anticipate that our expense should be able to satisfied by our profitability, although this can not be assured. If we are unable to cover our expenses with our gross profit, we may be required to obtain capital from third parties.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company generated revenues of $176,275 for the three months ended March 31, 2026, with an associated net loss of $162,525, and at March 31, 2026, the Company has an accumulated deficit of $16,136,007. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern for one year after the audit report is dependent upon, among other things, its ability to generate greater revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.
Management anticipates continued growth in revenue and plans to utilize the funding resources it has available (i.e., its line of credit facility) as well as the continued identification of adequate sources of funding to provide bridge capital, financing of receivables, and operating capital for continued growth. The Company continued the use of its Reg A filing to raise additional capital; the Company received $70,000 in investments, towards this registration during the year ended December 31, 2025.
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The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-balance Sheet Arrangements
As of March 31, 2026, we did 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.
Critical Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP 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 the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (Biolete, LLC, Adia Med of Winter Park, LLC and Adia Labs, LLC). All intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
The Company accounts for cash and cash equivalents under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Revenue Recognition
The Company records transactions in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (collectively, “ASC 606”). In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
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Our operations currently generate revenues from the sale of our biologic products, the performance of medical procedures, sales of ancillary products, shipping and delivery, and other services. During the three months ended March 31, 2026 and 2025, the Company had revenues of $176,275 and $71,764, respectively. Revenue was generated from the following sources:
| March 31, 2026 | March 31, 2025 | |||||||||||||||
| Sales of supplements | $ | – | 0.0% | $ | 1,064 | 1.5% | ||||||||||
| Medical procedures | 104,850 | 59.5% | 70,700 | 98.5% | ||||||||||||
| Sales of biologics | 69,775 | 39.6% | – | 0.0% | ||||||||||||
| Shipping and delivery | 1,650 | 0.9% | – | 0.0% | ||||||||||||
| Total Revenue | $ | 176,275 | 100.0% | $ | 71,764 | 100.0% | ||||||||||
Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of March 31, 2026 and December 31, 2025, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the three months ended March 31, 2026 and 2025, respectively.
Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. |
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Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.
The Company does not have any assets or liabilities measured at fair value on a recurring basis.
Related Parties
The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. The Company leases office space from an entity that is controlled by the CEO and Director of the Company. In addition this related party has provided working capital to the Company on the line of credit facility it has extended to the Company.
Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Loss Contingencies
From time to time the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the consolidated balance sheet.
Long-lived Assets
Long-lived assets such as fixed assets and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
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Segment Reporting
During the year ended December 31, 2025, the Company had three operating segments: (1) Biolete, (2) Adia Med, and (3) Adia Labs. On September 30, 2025, the Company sold its rights to the Biolete trademarks and all associated assets to Cement Factory, and as a result for the three months ended March 31, 2026, the Company had two operating segments: (1) Adia Med, and (2) Adia Labs.
March 31, 2026 | December 31, 2025 | |||||||
| Adia Med assets | $ | 390,839 | $ | 261,208 | ||||
| Adia Labs assets | 230,421 | 25,025 | ||||||
| Unallocated corporate assets | 155,608 | 308,593 | ||||||
| Total Assets | $ | 776,868 | $ | 594,826 | ||||
The CODM reviews performance based on gross profit (sales less cost of products or services sold), operating profit, and net income (loss). Profitability is important to the Company’s ability to grow and expand operations. The Company does not have any operations or sources of revenue outside of the United States. Corporate overhead is not allocated to each segment unless the cost is specifically incurred to support the single segment. This provides the CODM with segment specific costs and profits.
The Company chooses to disclose the following in its segment reporting requirements for the three months ended March 31, 2026:
| For the three months ended March 31, 2026 | Unallocated | |||||||||||||||||||
| Corporate | ADIA | ADIA | ||||||||||||||||||
| Overhead | Biolete | Med | Labs | Totals | ||||||||||||||||
| Segment Revenue | ||||||||||||||||||||
| Medical procedures | $ | – | $ | – | $ | 104,850 | $ | – | $ | 104,850 | ||||||||||
| Sales of biologics, net of discounts and refunds | – | – | – | 69,775 | 69,775 | |||||||||||||||
| Shipping and delivery | – | – | – | 1,650 | 1,650 | |||||||||||||||
| Total Segment Revenue | – | – | 104,850 | 71,425 | 176,275 | |||||||||||||||
| Cost of Revenue | ||||||||||||||||||||
| Cost of goods sold | – | – | 70,962 | 37,736 | 108,698 | |||||||||||||||
| Gross Profit | – | – | 33,888 | 33,689 | 67,577 | |||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and administrative | 139,328 | – | 41,300 | 1,862 | 182,490 | |||||||||||||||
| Advertising and promotion | 1,126 | – | 35,881 | – | 37,007 | |||||||||||||||
| Segment Operating Expenses | 140,454 | – | 77,181 | 1,862 | 219,497 | |||||||||||||||
| Segment Profit (Loss) | $ | (140,454 | ) | $ | – | $ | (43,293 | ) | $ | 31,827 | $ | (151,920 | ) | |||||||
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The Company chooses to disclose the following in its segment reporting requirements for the three months ended March 31, 2025:
| For the three months ended March 31, 2025 | Unallocated | |||||||||||||||||||
| Corporate | ADIA | ADIA | ||||||||||||||||||
| Overhead | Biolete | Med | Labs | Totals | ||||||||||||||||
| Segment Revenue | ||||||||||||||||||||
| Medical procedures | $ | – | $ | – | $ | 70,700 | $ | – | $ | 70,700 | ||||||||||
| Sales of biologics, net of discounts and refunds | – | – | – | – | – | |||||||||||||||
| Sales of supplements | – | 1,064 | – | – | 1,064 | |||||||||||||||
| Shipping and delivery | – | – | – | – | – | |||||||||||||||
| Total Segment Revenue | – | 1,064 | 70,700 | – | 71,764 | |||||||||||||||
| Cost of Revenue | ||||||||||||||||||||
| Cost of goods sold | – | 475 | 57,237 | – | 57,712 | |||||||||||||||
| Gross Profit | – | 589 | 13,463 | – | 14,052 | |||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| General and administrative | 66,441 | 151 | 36,482 | – | 103,074 | |||||||||||||||
| Advertising and promotion | 20,125 | 67 | 1,330 | – | 21,522 | |||||||||||||||
| Segment Operating Expenses | 86,566 | 218 | 37,812 | – | 124,596 | |||||||||||||||
| Segment Profit (Loss) | $ | (86,566 | ) | $ | 371 | $ | (24,349 | ) | $ | – | $ | (110,544 | ) | |||||||
Stock-Based Compensation
FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity’s past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. For the three months ended March 31, 2026 and 2025, the Company had no share-based compensation.
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. For the year ended December 31, 2025, we adopted the ASU 2023-09, “Income Taxes (Topic 740) Improvement to Income Tax Disclosure”, to appropriately reconcile to specific tax rate provisions.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, the Company is not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Controls over Financial Reporting
During the three months ended March 31, 2026, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.
ITEM 1A. RISK FACTORS
As a smaller reporting company, the Company is not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2026, the Company did not issue any unregistered equity securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors since we last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K promulgated under the Exchange Act.
During the quarter ended March 31, 2026, no director
or officer of the Company
ITEM 6. EXHIBITS
| Exhibit No. | Exhibit Description | |
| 3.1 | Amended and Restated Articles of Incorporation Adia Nutrition 1-22-2024 | |
| 3.1.1 | Bylaws of Adia Nutrition | |
| 4.2.1 | ADIA - Biolete – Membership Interest Purchase Agreement 7-11-2024 | |
| 4.2.2 | ADIA – Cement Factory Signed Membership Interest Agreement 9-24-2024 | |
| 4.2.3 | ADIA - Biolete – Sale of Assets to Cement Factory 9-22-2025 | |
| 5.1.1 | Sher – Independent Director Agreement 8-19-2024 | |
| 5.1.2 | Edwards – Independent Director Agreement 9-10-2024 | |
| 5.1.3 | Barot – Independent Director Agreement 9-23-2024 | |
| 5.1.4 | Thomas – Independent Director Agreement 10-13-2025 | |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1* | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 32.2* | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Schema Document | |
| 101.CAL* | Inline XBRL Calculation Linkbase Document | |
| 101DEF* | Inline XBRL Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Label Linkbase Document | |
| 101.PRE * | Inline XBRL Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
* Filed or furnished herewith.
| 33 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| ADIA Nutrition, Inc. | |
| Date: May 15, 2026 |
By: /s/ Larry Powalisz Name: Larry Powalisz Title: Chief Executive Officer |
| ADIA Nutrition, Inc. | |
| Date: May 15, 2026 |
By: /s/ Rebecca Miller Name: Rebecca Miller Title: Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Name |
Position |
Date | ||
|
/s/ Larry Powalisz |
Chief Executive Officer and Director | May 15, 2026 | ||
| Larry Powlalisz | ||||
|
/s/ Rebecca Miller |
Chief Financial Officer | May 15, 2026 | ||
| Rebecca Miller | ||||
| /s/ Evan Thomas | Director | May 15, 2026 | ||
| Evan Thomas | ||||
| /s/ Kalpesh Barot | Director | May 15, 2026 | ||
| Kalpesh Barot | ||||
| /s/ Monica Sher | Director | May 15, 2026 | ||
| Monica Sher | ||||
| /s/ Richard Edwards | Director | May 15, 2026 | ||
| Richard Edwards |
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