ADIA NUTRITION, INC. 10-Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________

Commission file number: 000-33265

ADIA NUTRITION, INC.

(Exact name of registrant as specified in its charter)

Nevada		35-2829671
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1561 West Fairbanks Avenue, Suite 205

Winter Park, FL

32789

(Address of principal executive offices)

Zip Code

Registrant’s telephone number: (321) 788-0850

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

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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 ☐
Non-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 94,404,696 shares of common stock, par value $0.001 per share, of the registrant issued and outstanding.

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

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.

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

ADIA NUTRITION, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31,			December 31,
	2026			2025
ASSETS
Current Assets
Cash	$	136,716		$	79,392
Accounts receivable		79,360			33,360
Accrued interest due		250			250
Inventory
Inventory on-hand
Biologics		109,750			25,025
Prepaid expenses		26,381			23,483
Undeposited funds		6,450			–
Total Current Assets		358,907			161,510

Investment in non-consolidated entity		79,500			79,500
Receivable on sale of inventory asset		72,107			72,107
Start-up clinic loans		25,000			25,000
Deposits		10,000			10,000
Fixed assets, net of depreciation		34,938			30,695
Finance lease, net		102,370			108,171
Right of use asset - operating lease, net		94,046			107,843
Total Non Current Assets		417,961			433,316
Total Assets	$	776,868		$	594,826

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable	$	27,917		$	2,393
Payroll liabilities		153			153
Accrued interest – related party		48,895			37,915
Deferred revenue		218,000			14,000
Line of credit		723,656			600,000
Lease liability – current portion
Operating		64,267			63,950
Finance		26,784			26,784
Total Current Liabilities		1,109,672			745,195

Long-term lease liabilities, net of current portion
Operating		31,809			45,918
Finance		55,586			61,387
Total Non Current Liabilities		87,395			107,305
Total Liabilities		1,197,067			852,500

Stockholders' Equity (Deficit)
Special 2022 Series A Preferred Stock, $0.001 par value, 1 share authorized, issued and outstanding at March 31, 2026 and December 31, 2025.		1			1
Series A Preferred Stock, $0.001 par value, 10,000,000 shares authorized, zero and 10,000,000 issued and outstanding at March 31, 2026 and December 31, 2025.		–			–
Series C Preferred Stock, $0.001 par value, 89,999,999 shares authorized, 1,750,000 shares issued and outstanding at March 31, 2026 and December 31, 2025.		1,750			1,750
Class A Common Stock, $0.001 par value; 800,000,000 shares authorized, 94,404,696 and 95,899,861 shares issued and outstanding, at March 31, 2026 and December 31, 2025.		94,405			94,405
Class B Common Stock, $0.001 par value; 100,000,000 shares authorized, zero issued and outstanding, at March 31, 2026 and December 31, 2025.		–			–
Shares to be issued		152,607			152,607
Additional paid-in capital		15,467,045			15,467,045
Accumulated deficit		(16,136,007	)		(15,973,482	)
Total Stockholders' Equity (Deficit)		(420,199	)		(257,674	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	776,868		$	594,826

See accompanying notes to unaudited condensed consolidated financial statements

ADIA NUTRITION, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended March 31,
	2026			2025
Revenue
Sales of supplements	$	–		$	1,064
Medical procedures		104,850			70,700
Sales of biologics, net of discounts and refunds		69,775			–
Shipping and delivery		1,650			–
Total Revenue		176,275			71,764

Cost of Revenue
Supplements		–			475
Procedures		70,962			57,237
Biologics		37,736			–
Total Cost of Revenue		108,698			57,712

Gross Profit		67,577			14,052

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

Loss from Operations		(151,920	)		(110,544	)

Other Income (Expense)
Interest income		375			–
Interest expense – line of credit (related party)		(10,980	)		(5,675	)
Total Other Income (Expense)		(10,605	)		(5,675	)

Net Loss Before Provision for Income Taxes		(162,525	)		(116,219	)

Provision for Income Taxes		–			–

NET LOSS	$	(162,525	)	$	(116,219	)

Net Loss Per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Shares Outstanding: Basic and Diluted		94,404,696			95,899,861

See accompanying notes to unaudited condensed consolidated financial statements

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		1		1		10,000,000		10,000		1,750,000		1,750		2,625,000		110,357

Net loss		–		–		–		–		–		–		–		–
Balance March 31, 2025		1		1		10,000,000		10,000		1,750,000		1,750		2,625,000		110,357

(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		95,899,861		95,900		–		–		15,385,550		(15,578,018	)		25,540

Net loss		–		–		–		–		–		(116,219	)		(116,219	)
Balance March 31, 2025		95,899,861		95,900		–		–		15,385,550		(15,694,237	)		(90,679	)

Special 2022 Series A Preferred

Series A Preferred

Series C Preferred

Shares to be issued

Amount ($)

Balance December 31, 2025

–

1,750,000

1,750

2,875,000

152,607

Net loss

–

Balance March 31, 2026

–

1,750,000

1,750

2,875,000

152,607

(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		94,404,696		94,405		–		–		15,467,045		(15,973,482	)		(257,674	)

Net loss		–		–		–		–		–		(162,525	)		(162,525	)
Balance March 31, 2026		94,404,696		94,405		–		–		15,467,045		(16,136,007	)		(420,199	)

See accompanying notes to unaudited condensed consolidated financial statements

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	$	(162,525	)	$	(116,219	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation and amortization		1,251			774
Amortization of right of use asset - operating		13,797			12,778
Amortization of right-of-use asset - financing		5,801			4,124
Changes in operating assets and liabilities:
Accounts receivable		(46,000	)		–
Undeposited funds		(6,450	)		–
Prepaid expenses		(2,898	)		26,900
Inventory		(84,725	)		44,383
Accounts payable		25,524			(2,413	)
Accrued interest – line of credit		10,980			5,675
Deferred revenue		204,000			–
Lease liability - operating		(13,792	)		(7,177	)
Net Cash Used for Operating Activities		(55,037	)		(31,175	)

Cash Flows From Investing Activities:
Purchase of furniture & equipment		(5,494	)		–
Purchase of intangible assets		–			(2,794	)
Net Used for Investing Activities		(5,494	)		(2,794	)

Cash Flows From Financing Activities:
Payments made on lease liability - finance		(5,801	)		(4,124	)
Line of credit		123,656			69,233
Net Cash Provided by Financing Activities		117,855			65,109

Net Increase in Cash		57,324			31,140

Cash at Beginning of Year		79,392			6,323

Cash at End of Year	$	136,716		$	37,463

Supplemental disclosure of cash flow information:
Cash paid for interest	$	–		$	–
Cash paid for taxes	$	–		$	–

See accompanying notes to unaudited condensed consolidated financial statements

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 60% voting rights over all classes of stock and is convertible into sixty million shares of the Company’s common stock. On June 17, 2022, the Custodian granted to itself, one share of Special Series A Preferred Stock.

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.

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 250,000 shares of its Series C Preferred Stock at a future date.

On September 10, 2024, the Company appointed Richard Edwards, DO as a Director of Company. The Company will issue 250,000 shares of its Series C Preferred Stock at a future date.

On September 23, 2024, the Company appointed Kalpesh Barot, MD as a Director of Company. The Company will issue 250,000 shares of its Series C Preferred Stock at a future date.

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 250,000 shares of its Series C Preferred Stock at a future date.

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 $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.

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.

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 $37,007 and $21,522, respectively.

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 $176,275 and $71,764, respectively. Revenue was generated from the following sources:

Schedule of revenue recognition
	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%

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 $108,698 and $57,712, respectively. Cost of revenue was as a result of the following:

Schedule of costs of revenues
	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%

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.

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.

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 67,000,000.

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 18% membership interest in Cement Factory, LLC, allowing the Company to receive an 18% dividend income from Cement Factory paid annually at the end of each calendar year based on profitability. (See Note 8.)

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.

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 (3 to 7 years for equipment). Depreciation expense for the three months ended March 31, 2026 and 2025, was $1,251 and $774, respectively.

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 $0.

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	$	109,750	$	25,025
Total Inventory	$	109,750	$	25,025

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	$	5,332		$	5,332
Machinery and equipment		35,193			29,698
Property and equipment, gross		40,525			35,030
Less: Accumulated depreciation		(5,587	)		(4,335	)
Total Fixed Assets, Net	$	34,938		$	30,695

NOTE 7 – ACQUISITION OF NEW BUSINESS

On July 11, 2024, the Company acquired a 100% membership interest in Biolete, LLC, a company involved in the development of a protein coffee with mushroom extracts. This acquisition was treated as an asset acquisition valued at $72,000, in which the Company received $70,000 in inventory, and a trademark on the product valued at $2,000. Subsequently, we invested additional monies to acquire additional trademarks. Consideration provided for this acquisition was the issuance of 1,750,000 shares of the Company’s Series C Preferred Stock. Going forward from the acquisition date the revenue and expenses associated with the Biolete brand have been consolidated with the Company’s reported financials.

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 $66,192, all of the trademarks on the Biolete brands net of amortization totaling $5,463, and the cost of the investment into the Biolete website totaling $706, as a result the Company has recorded a receivable in the amount of $72,361 on the transfer date. During the three months ended March 31, 2026 and the year ended December 31, 2025, Cement Factory made payments totaling $0 and $254, respectively, toward this receivable, resulting in an amount due of $72,107 at March 31, 2026 and December 31, 2025.

NOTE 8 – INVESTMENT IN NON-CONSOLIDATED BUSINESS ENTITY

On July 29, 2024, the Company acquired a 7% membership interest in Cement Factory Nutrition, a health and wellness company. Consideration provided for this acquisition was the issuance of 1,875,000 shares of the Company’s Series C Preferred Stock. On September 24, 2024, the agreement for the acquisition of the membership interest in Cement Factory Nutrition was rescinded and replaced with the acquisition of 18% membership interest in Cement Factory, LLC. Going forward, the Company will receive 18% dividend income from Cement Factory paid annually at the end of each calendar year based on profitability. 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. To date, Cement Factory has not generated a profit; as a result, for the three months ended March 31, 2026 and 2025, the Company did not receive any dividend income.

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 $500,000 line of credit facility. Total credit was increased to $750,000 with the addition of another $250,000 line of credit facility on June 12, 2025, bearing the same terms as the original line of credit. The line of credit bears interest of 6% per annum calculated on a daily basis, and there is no stated maturity date. The entire unpaid principal balance plus any accrued but unpaid interest shall be due and payable twelve months from the date of receipt of demand of payment by the lender. During the year ended December 31, 2025, the Company received advances of $231,471 and during the three months ended March 31, 2026, the Company received advances of $16,156 and repaid a total of $36,500. At March 31, 2026 and December 31, 2025, the total outstanding principal balance on this line of credit facility was $723,656 and $600,000, respectively. For three months ended March 31, 2026 and 2025, interest expense was $10,980 and $5,675, respectively, and total accrued interest at March 31, 2026 and December 31, 2025, was $48,895 and $37,915, respectively.

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 6% interest per annum. The Company has agreed to receive interest only payments for the first year. At March 31, 2026 and December 31, 2025, the total outstanding principal balance on this loan was $25,000. For the three months ended March 31, 2026 and 2025, interest income was $375 and $0, respectively.

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 3 to 5 years. Total rent expense incurred on the operating lease for the three months ended March 31, 2026 and 2025, was $16,183 and $15,872, respectively. The Company executed a finance lease during the year ended December 31, 2024, the lease period commenced January 1, 2025, the amortization and interest expense associated with the finance lease for the three months ended March 31, 2026 and 2025, was $7,946 and $7,946, respectively.

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:


	Operating Lease		Finance Lease
Right-of-use assets obtained in exchange for new lease liabilities	$	168,833	$	130,294
Weighted-average remaining lease term		1.6 years		3.8 years
Weighted average discount rate		7.9%		9.9%


	Operating Lease				Finance Lease
	March 31, 2026		Dec. 31, 2025		March 31, 2026		Dec. 31, 2025
Right-of-use assets	$	160,447	$	160,447	$	130,294	$	130,294
Less: amortization		66,401		52,604		27,924		22,123
Lease assets, net	$	94,046	$	107,843	$	102,370	$	108,171

Lease liabilities
Lease liabilities, current	$	64,267	$	63,950	$	26,784	$	26,784
Lease liabilities, long-term		31,809		45,918		55,586		61,387
Total lease obligation	$	96,076	$	109,868	$	82,370	$	88,171

Future payments of lease liabilities at March 31, 2026 are as follows:


Year Ending December 31,	Operating Lease			Finance Lease
2026	$	47,843		$	20,088
2027		54,482			26,784
2028		–			26,784
2029		–			26,784
Thereafter		–			–
	$	102,325		$	100,440
Less interest		(6,249	)		(18,070	)
Total	$	96,076		$	82,370

NOTE 12 – STOCKHOLDERS’ EQUITY

Common Stock

The Company has 900,000,000 authorized common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

The Company has two common stock designations; Class A Common Stock with 800,000,000 shares authorized, and Class B Common Stock with 100,000,000 shares authorized.

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 $40,000 in investments, offset by $15,000 in offering costs, resulting in subsequent issuance of 8,000,000 shares of the Company’s Class A Common Stock.

On May 5, 2025, the Company retired 15,495,165 shares of its Common Stock. Initially, on May 31, 2024, the Company filed a complaint for declaratory relief, seeking an order declaring as void a total of 15,495,165 shares of the Company’s issued and outstanding shares of Common Stock, held by Lotus Fund (“Lotus”) (10,495,165 shares), and Jason S. Coombs (“Coombs”) (5,000,000 shares), as well as the certain issued and outstanding shares of Series A Preferred Shares. Lotus, Coombs and Singhal (collectively the “Claimants”) were issued these shares but the Company deems that they were not properly acquired through any consideration. The lawsuit (Case Number: 2024CA001088, Case Style: ADIA NUTRITION INC -VS- ADIA NUTRITION INC) was filed pursuant to the laws of the State of Florida, and the venue lies in Seminole County. This matter was settled in favor of the Company on May 5, 2025.

On June 6, 2025, the Company received an investment on its Reg A registration statement in the amount of $38,500 in investments, offset by $15,000 in offering costs, resulting in shares to be issued of 7,700,000 shares of the Company’s Class A Common Stock.

On June 11, 2025, the Company received an investment on its Reg A registration statement in the amount of $31,500 in investments, offset by $15,000 in offering costs, resulting in shares to be issued of 6,300,000 shares of the Company’s Class A Common Stock.

At March 31, 2026 and December 31, 2025, there were 94,404,696 Class A Common Shares issued and outstanding.

At March 31, 2026 and December 31, 2025, there were no Class B Common Shares issued and outstanding.

Preferred Stock

There are 100,000,000 shares of preferred stock authorized, par value $0.001 per share (the “Preferred Stock”), issuable in one or more series; (a) the Company designated one (1) share of Preferred Stock as “Special 2022 Series A Preferred Stock” possessing super-voting rights; (b) the Company designated 10,000,000 shares of Series A Preferred Stock; and (c) the Company designated 89,999,999 shares of Series C Preferred Stock.

Special 2022 Series A Preferred Stock. The designation of this class of preferred stock shall be “Special 2022 Series A Preferred Stock,” par value $0.001 per share (the “Special 2022 Series A Preferred Stock”). The number of authorized shares of Special 2022 Series A Preferred Stock is one (1). (A) Voting Rights. Except as otherwise required by law, the holder of the share of Special 2022 Series A Preferred Stock shall have the following rights: (1) Number of Votes; Voting with Common Stock. Except as provided by Nevada statutes or elsewhere herein, the holder of the Special 2022 Series A Preferred Stock shall vote together with the holders of Preferred Stock (including on an as converted basis), and Common Stock, of the Corporation as a single class. The holder of the share of Special 2022 Series A Preferred Stock is entitled to 60% of all votes (including, but not limited to, Common Stock, and Preferred Stock (including on an as converted basis) entitled to vote at each meeting of shareholders of the Corporation (and written actions of shareholders in lieu of meetings) with respect to any and all matters presented to the shareholders of the Corporation for their action or consideration. The share of Special 2022 Series A Preferred Stock shall not be divided into fractional shares. (2) Adverse Effects. The Corporation shall not amend, alter, or repeal the preferences, rights, powers or other terms of the Special 2022 Series A Preferred Stock so as to affect adversely the Special 2022 Series A Preferred Stock, or the holder thereof, without the written consent or affirmative vote of the holder of the Special 2022 Series A Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class. (B) Conversion. The share of the Special 2022 Series A Preferred Stock shall convert into common shares at a conversion rate of 1 preferred to 60,000,000 common shares. The holder of the Special 2022 Series A Preferred stock can affect the conversion at any time. The conversion into common is a right and is not required. (C) Dividends; Liquidation. The shares of Special 2022 Series A Preferred Stock shall not be entitled to any dividends in respect thereof and shall not participate in any proceeds available to the Corporation’s shareholders upon the liquidation, dissolution or winding up of the Corporation. (D) No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2022 Series A Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of its articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will, at all times, in good faith assist in the carrying out of all the provisions herein and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the Special 2022 Series A Preferred Stock against impairment.

Series A Preferred Stock. The designation of this class of preferred stock shall be “Series A Preferred Stock,” par value $0.001 per share (the “Series A Preferred Stock”). The number of authorized shares of Series A Preferred Stock is ten million (10,000,000). Each share of Series A Preferred Stock shall entitle the holder to five (5) votes on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, to be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules. The holders of Series A Preferred Stock shall vote together with the shares of Common Stock as one class. (c) 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 A Preferred Stock shall be entitled to receive out of the assets of the Corporation the sum of $.001 per share (the “Liquidation Rate”) before any payment or distribution shall be made on any other class of capital stock of the Corporation ranking junior to the Series A Preferred Stock.

Series C Preferred Stock. The designation of this class of preferred stock shall be “Series C Preferred Stock,” par value $0.001 per share (the “Series C Preferred Stock”). The number of authorized shares of Series C Preferred Stock is eighty-nine million, nine hundred ninety-nine thousand, nine hundred and ninety nine (89,999,999). Each share of Series C Preferred Stock shall entitle the holder to one (1) vote on any matter submitted to the shareholders of the Corporation for their vote, waiver, release or other action, to be considered in connection with the establishment of a quorum, except as may otherwise be expressly required by law or by the applicable stock exchange rules. The holders of Series C Preferred Stock shall vote together with the shares of Common Stock as one class.

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 1,750,000 shares of the Company’s Series C Preferred Stock.

On July 29, 2024, the Company acquired a 7% membership interest in Cement Factory Nutrition; consideration provided for this acquisition was the issuance of 1,875,000 shares of the Company’s Series C Preferred Stock. On September 24, 2024, the acquisition of the 7% interest in Cement Factory Nutrition was rescinded and these shares were returned and a new agreement was made to acquire and 18% membership interest in Cement Factory, LLC; consideration provided for this acquisition was the reservation of 1,875,000 shares of the Company’s Series C Preferred Stock to be issued at a future date.

On August 19, 2024, the Company appointed Monica Sher, MD as a Director of Company. The Company will issue 250,000 shares of its Series C Preferred Stock at a future date.

On September 10, 2024, the Company appointed Richard Edwards, DO as a Director of Company. The Company will issue 250,000 shares of its Series C Preferred Stock at a future date.

On September 23, 2024, the Company appointed Kalpesh Barot, MD as a Director of Company. The Company will issue 250,000 shares of its Series C Preferred Stock at a future date.

On May 5, 2025, the Company retired and declared void 10,000,000 shares of the Company Series A Preferred Shares. Initially, on May 31, 2024, the Company filed a complaint for declaratory relief, seeking an order declaring as void certain shares of the Company’s issued and outstanding shares of Common Stock. In addition, the lawsuit sought an order declaring as void a total of 10,000,000 shares of the Company’s issued and outstanding shares of Series A Preferred Shares, held by Shelly Singhal (“Singhal”). The lawsuit (Case Number: 2024CA001088, Case Style: ADIA NUTRITION INC -VS- ADIA NUTRITION INC) was filed pursuant to the laws of the State of Florida, and the venue lies in Seminole County. This matter was settled in favor of the Company on May 5, 2025.

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 15,000,000 shares of the Company’s Series C Preferred Stock, however, the Company is obligated to issue these shares at some point in the future, regardless if the options are exercised by the Company or not.

At March 31, 2026 and December 31, 2025, there is one (1) share of Special 2022 Series A Preferred issued and outstanding.

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 1,750,000 shares of Series C Preferred issued and outstanding.

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	$	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:

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	$	–		$	–	$	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	)

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	)

NOTE 14 – COMMITMENTS AND CONTINGENCIES

On May 5, 2025, the Company retired 15,495,165 shares of its Common Stock and declared void 10,000,000 shares of the Company Series A Preferred Shares. Initially, on May 31, 2024, the Company filed a complaint for declaratory relief, seeking an order declaring as void a total of 15,495,165 shares of the Company’s issued and outstanding shares of Common Stock, held by Lotus Fund (“Lotus”) (10,495,165 shares), and Jason S. Coombs (“Coombs”) (5,000,000 shares). In addition, the lawsuit seeks an order declaring as void a total of 10,000,000 shares of the Company’s issued and outstanding shares of Series A Preferred Shares, held by Shelly Singhal (“Singhal”). Lotus, Coombs and Singhal (collectively the “Claimants”) were issued these shares but the Company deems that they were not properly acquired through any consideration. The lawsuit (Case Number: 2024CA001088, Case Style: ADIA NUTRITION INC -VS- ADIA NUTRITION INC) was filed pursuant to the laws of the State of Florida, and the venue lies in Seminole County. This matter was settled in favor of the Company on May 5, 2025.

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.

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.

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.

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

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

Use of 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

Revenue Recognition


	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 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

	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.

The Company does not have any assets or liabilities measured at fair value on a recurring basis.

Related Parties

Loss Contingencies

Long-lived Assets

Segment Reporting

	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 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	)

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

Recently Issued Accounting Pronouncements

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.

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 adopted or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and/or a non-Rule 10b5-1 trading arrangement.

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.

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