UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-QSB
x
|
Quarterly
Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
|
|
FOR
THE QUARTERLY PERIOD ENDED MARCH 31, 2008
|
OR
o
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934
|
|
For
the transition period from __ to
__
|
Commission
File Number 333-136806
ASIANADA,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
|
|
98-0539032
|
(State of other jurisdiction of incorporation or
organization)
|
|
(IRS
Employer Identification
Number)
|
2121
Avenue of the Stars Suite 2550 Los Angeles, CA 90067
(Address
of principal executive offices)
(310)
601- 2500
(Registrant's
telephone number, including area code)
Check
whether the registrant (1) filed all reports required to be filed by Section
13
or 15(d) of the Securities Exchange Act of 1934 during the past 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 x
No
o
Indicate
by check mark whether the Registrant is a Shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No
o
As
of May
14, 2008, the Company had 8,080,000 shares of common stock
outstanding.
PART
I. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
(
Developmental Stage Company )
BALANCE
SHEET
(UNAUDITED)
March
31, 2008
ASSETS
|
CURRENT
ASSETS
|
|
|
|
|
Cash
|
|
$
|
34,008
|
|
|
|
|
|
|
Total
Current Assets
|
|
$
|
34,008
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
145,783
|
|
Related
party loan payable
|
|
|
250,000
|
|
Total
Current Liabilities
|
|
|
395,783
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
(DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
Preferred
Stock 5,000,000 shares authorized at par value $0.001 - none
outstanding
|
|
|
-
|
|
Common
stock
|
|
|
|
|
75,000,000
shares authorized at $0.001 par value; 8,080,000 shares issued
and outstanding
|
|
|
8,080
|
|
Capital
in excess of par value
|
|
|
39,578
|
|
Deficit
accumulated in the development stage
|
|
|
409,433
|
|
|
|
|
|
|
Total
Stockholders' Equity (Deficiency)
|
|
|
(361,775
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity (Deficiency)
|
|
$
|
34,008
|
|
See
notes
to unaudited financial statements.
(
Developmental Stage Company )
STATEMENTS
OF OPERATIONS
For
the Three and Nine Months ended March 31, 2008 and 2007 and
the
period
February 17, 2006 (date of inception) to March 31, 2008
|
|
Three Months Ended
March 31,
|
|
Nine Months Ended
March 31,
|
|
February 17,
2006
(inception) to
March 31,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
$
|
115,110
|
|
$
|
11,755
|
|
$
|
360,233
|
|
$
|
29,107
|
|
$
|
409,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
OPERATING LOSS
|
|
$
|
(115,110
|
)
|
$
|
(11,755
|
)
|
$
|
(360,233
|
)
|
$
|
(29,107
|
)
|
$
|
(409,433
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.01
|
)
|
$
|
-
|
|
$
|
(0.04
|
)
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding - Basic and diluted
|
|
|
8,080,000
|
|
|
8,080,000
|
|
|
8,080,000
|
|
|
8,080,000
|
|
|
8,080,000
|
|
See
notes
to unaudited financial statements.
ASIANADA,
INC.
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
|
|
February 17,
2006
|
|
|
|
For the Nine Months Ended
|
|
(inception) to
|
|
|
|
March 31,
|
|
March 31,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(360,233
|
)
|
$
|
(29,107
|
)
|
$
|
(409,433
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
8,458
|
|
|
-
|
|
|
8,458
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
135,783
|
|
|
(1,427
|
)
|
|
145,783
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(215,992
|
)
|
|
(30,534
|
)
|
|
(255,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
-
|
|
|
39,200
|
|
Proceeds
from note payable
|
|
|
250,000
|
|
|
-
|
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
250,000
|
|
|
-
|
|
|
289,200
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
|
|
34,008
|
|
|
(30,534
|
)
|
|
34,008
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of period
|
|
|
-
|
|
|
35,703
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
34,008
|
|
$
|
5,169
|
|
$
|
34,008
|
|
See
notes
to unaudited financial statements.
ASIANADA,
INC.
STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY
For
the Nine Months Ended March 31, 2008
and
for the Period February 17, 2006 (date of inception) to March 31,
2008
|
|
|
|
Capital in
|
|
|
|
|
|
|
|
Common Stock
|
|
Excess of
|
|
Accumulated
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Par Value
|
|
Deficit
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
February 17, 2006
(date of inception)
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for cash at $0.002 - April 18, 2006
|
|
|
5,200,000
|
|
|
5,200
|
|
|
5,200
|
|
|
|
|
|
10,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of common stock for cash at $0.01 - June 28, 2006
|
|
|
2,880,000
|
|
|
2,880
|
|
|
25,920
|
|
|
-
|
|
|
28,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(49,200
|
)
|
|
(49,200
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
June 30, 2007
|
|
|
8,080,000
|
|
|
8,080
|
|
|
31,120
|
|
|
(49,200
|
)
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
|
|
|
|
|
|
8,458
|
|
|
|
|
|
3,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(355,159
|
)
|
|
(355,159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
March 31, 2008
|
|
|
8,080,000
|
|
$
|
8,080
|
|
$
|
39,578
|
|
$
|
(404,359
|
)
|
$
|
(361,775
|
)
|
See
notes
to unaudited financial statements.
(Developmental
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
March
31, 2008
1.
ORGANIZATION
The
Company was incorporated under the laws of the State of Nevada on February
17,
2006 with 75,000,000 shares of authorized common stock, par value $0.001 per
share.
On
September 27, 2007, the Company reincorporated into a Delaware corporation
and
is now governed by the laws of the State of Delaware and by a new Certificate
of
Incorporation and new Bylaws prepared in accordance with Delaware law. The
Company’s authorized capital stock changed from 75,000,000 shares, all of
which were common stock, par value $0.001 per share, to 80,000,000 shares,
consisting of 75,000,000 shares of common stock, par value $0.001 per share,
and
5,000,000 shares of “blank check” preferred stock, par value $0.001 per share.
No terms have been established for the preferred stock.
The
Company was engaged in acquiring and exploring mineral properties until June
15,
2007 when this was abandoned and the Company became a Developmental Stage
Company. At the report date, the Company is inactive.
Since
its
inception, the Company has completed private placement offerings of 8,080,000
shares of its common capital stock for an aggregate of $39,200.
The
Company has elected June 30 as its fiscal year end.
2.
GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. The
Company has incurred operating losses and negative operating cash flow since
inception and future losses are anticipated. The Company's plan of operations,
even if successful, may not result in cash flow sufficient to finance and expand
its business. These factors raise substantial doubt about the Company's ability
to continue as a going concern. Realization of assets is dependent upon
continued operations of the Company, which in turn is dependent upon
management's plans to meet its financing requirements and the success of its
future operations. These financial statements do not include any adjustments
related to the recoverability and classification of asset amounts or the amounts
and classification of liabilities that might be necessary should the Company
be
unable to continue in existence.
We
plan
to raise additional capital with a view to making ourselves an attractive
vehicle to acquire a business. We will then seek a suitable acquisition
candidate. No such business has been identified and we are therefore subject
to
a number of risks, including: any acquisition consummated by us may turn out
to
be unsuccessful; investors in us will not know what operating business, if
any,
will be acquired, including the particular industry in which the business
operates, and whether dilutive financing will be required therewith; the
historical operations of a specific business opportunity may not necessarily
be
indicative of the potential for the future; we may acquire a company in the
early stage of development, causing us to incur further risks; we may be
dependent upon the management of an acquired business which has not proven
its
abilities or effectiveness; we will be controlled by a small number of
stockholders, and such control could prevent the taking of certain actions
that
may be beneficial to other stockholders; our common stock will likely be thinly
traded; and the public market may provide little or no liquidity for holders
of
our common stock.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of
Presentation
The
accompanying interim unaudited financial statements and related notes have
been
prepared in accordance with accounting principles generally accepted in the
U.S.
for interim financial information and with the rules and regulations of the
Securities and Exchange Commission for Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statement
presentation. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary to present fairly the financial
position, results of operations and cash flows for the interim periods have
been
included. These financial statements should be read in conjunction with the
financial statements of Asianada, Inc. together with the Company's Plan of
Operations in the Company's Form 10-KSB for the year ended June 30, 2007.
Interim results are not necessarily indicative of the results for a full
year.
The
financial statements include all the accounts of the Company.
Use
of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. Actual results
could differ from those estimates.
New
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective, accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
Basic
and
Diluted Net Income (Loss) Per Share
Basic
net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share
amounts are computed using the weighted average number of common shares and
common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive
and
then only the basic per share amounts are shown in the report.
Estimates
and Assumptions
The
Company uses estimates and assumptions in preparing financial statements in
accordance with accounting principles generally accepted in the United States
of
America. Those estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities,
and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
Unproven
Mining Claim Costs
Costs
of
acquisitions, exploration, carrying, and retaining unproven properties are
expensed as incurred.
Foreign
Currency Translation
Part
of
the transactions of the Company were completed in Canadian dollars in 2007,
and
have been translated to U.S. dollars as incurred at the exchange rate in effect
at the time, and, therefore, no gain or loss from the translations is
recognized. The functional currency is considered to be U.S.
dollars.
4.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
On
July
11, 2007, the Company executed a loan agreement, as subsequently amended on
November 15, 2007 and April 18, 2008, respectively (the “Loan Agreement”), with
Trinad Capital Master Fund (“TCMF”), whereby TCMF agreed to loan the Company up
to a principal amount of $500,000 (the “Loan”). TCMF shall make advances to the
Company in such amounts as the Company shall request from time to time. $250,000
was advanced during the quarter ended December 31, 2007. The Loan bears interest
at the rate of 10% per annum. The entire outstanding principal amount of the
Loan and any accrued interest thereon shall be due and payable by the Company
upon, and not prior to, the consummation of a sale of securities (other than
a
sale of shares of the Company’s common stock, par value $0.001 per share, to
officers, directors or employees of, or consultants to, the Company in
connection with their provision of services to the Company) to a third party
or
parties with proceeds to the Company of not less than $750,000 (a “Next
Financing”).
On
July
11, 2007, the Company entered into a Management Agreement (the “Management
Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of TCMF.
Pursuant to the terms of the Management Agreement, which is for a term of 5
years, Trinad will provide certain management services, including, without
limitation, the sourcing, structuring and negotiation of a potential business
combination transaction involving the Company. The Company has agreed to pay
Trinad a management fee of $90,000 per quarter, plus reimbursement of all
expenses reasonably incurred by Trinad in connection with the provision of
management services. Either party may terminate with prior written notice.
However, in the event the Company terminates the Management Agreement, it shall
pay to Trinad a termination fee of $1,000,000. The Company has paid $180,000
in
management fees for the nine months ended March 31, 2008.
On
May 1,
2008, the Company executed a lease agreement with Trinad, pursuant to which
the
Company agreed to a month-to-month sublease of fifteen percent (15%) of the
current premises leased by Trinad from Irvine Company, in the amount of $3,500
per month.
5.
STOCK OPTIONS
On
September 27, 2007, the Company implemented the 2007 Employee, Director and
Consultant Stock Plan (the "Option Plan"), under which directors, certain
employees and consultants received stock options and other equity-based awards.
The shareholders of the Company approved the Option Plan on August 17,
2007. Stock options under the Option Plan are generally granted with an
exercise price equal to 100% of the market value of a share of common stock
on
the date of the grant, have 10 year terms and vest within 1 to 4 years from
the
date of the grant. Subject to customary antidilution adjustments and certain
exceptions, the total number of shares of common stock authorized for option
grants under the Option Plan was 1 million at March 31, 2008.
On
October 31, 2007, the Company entered into non-qualified stock option agreements
with certain of its employees, directors, officers and consultants (the “Option
Holders”) pursuant to its 2007 Employee, Director and Consultant Stock Plan,
whereby the Company issued options to purchase an aggregate of
450,000 shares of its common stock, valued at $38,970 (“Options”). The
Options were issued in connection with services provided to the Company by
the
Option Holders. The Options are exercisable at a price of $0.09 per share over
a
four-year period, with one quarter of the Options granted vesting on October
31,
2008, the first anniversary of the grant date, and an additional one-fourth
of
the total Options vesting annually thereafter. The Options are being amortized
to expense over the vesting period. Stock based compensation totaled $8,458
for
the nine months ended March 31, 2008.
6.
SUBSEQUENT EVENT
On
July
11, 2007, the Company executed a loan agreement, as subsequently amended on
November 15, 2007 and April 18, 2008, respectively (the “Loan Agreement”), with
Trinad Capital Master Fund (“TCMF”), whereby TCMF agreed to loan the Company up
to a principal amount of $500,000 (the “Loan”), upon the registrant’s
consummation of a Next Financing (as defined in Note 4 above). TCMF shall make
advances to the Company in such amounts as the Company shall request from time
to time. $250,000 was advanced during the quarter ended December 31, 2007.
The
Loan bears interest at the rate of 10% per annum. The entire outstanding
principal amount of the Loan and any accrued interest thereon shall be due
and
payable by the Company upon, and not prior to a Next Financing.
On
May 1,
2008, the Company executed a lease agreement with Trinad, pursuant to which
the
Company agreed to a month-to-month sublease of fifteen percent (15%) of the
current premises leased by Trinad from Irvine Company in the amount of $3,500
per month.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Special
Note Regarding Forward-Looking Statements
We
may,
in discussions of our future plans, objectives and expected performance in
periodic reports filed by us with the Securities and Exchange Commission, or
the
SEC (or documents incorporated by reference therein) and in written and oral
presentations made by us, include projections or other forward-looking
statements within the meaning of Section 27A of the Securities Exchange Act
of
1934, as amended (the “Exchange Act”) or Section 21E of the Securities Act of
1933, as amended (the “Securities Act ”). Such projections and forward-looking
statements are based on assumptions, which we believe are reasonable but are,
by
their nature, inherently uncertain. You are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following: (i) our inability to obtain sufficient cash to fund ongoing
obligations and continue as a going concern; (ii) our ability to carry out
our
operating strategy; and (iii) other factors, including those discussed below.
We
undertake no obligation to publicly update or revise forward-looking statements
to reflect events or circumstances after the date of this Quarterly Report
on
Form 10-QSB or to reflect the occurrence of unanticipated events.
DESCRIPTION
OF BUSINESS
We
are
inactive and are currently considered a "shell" company by the SEC with no
operations that is controlled by TCMF, our majority shareholder. We were
organized to engage in acquiring and exploring mineral properties until June
15,
2007 when this was abandoned and the Company became a Developmental Stage
Company.
On
June 15, 2007, TCMF entered into a Securities Purchase Agreement (the
“Agreement”) with the stockholders of Asianada, Inc. (the “Stockholders”). The
managing members of Trinad Management, LLC, the investment manager of
the TCMF, are Robert Ellin and Jay Wolf. Pursuant to the terms of the
Agreement, the Stockholders agreed to sell 7,595,200 shares (the “Shares”) of
the Company’s common stock, par value $.001 per share (“Common Stock”),
representing 94% of the issued and outstanding Common Stock as of June 15,
2007
(the “Closing”), to TCMF. In consideration of the purchase of the Shares, TCMF
paid at Closing the total sum of seven hundred thousand dollars ($700,000),
pursuant to and in accordance with the terms of the Agreement. The source of
such capital was the TCMF's working capital. The sale of the shares to TCMF,
an
accredited investor, was made pursuant to the exemptions from registration
afforded by Sections 4(1) of the Securities Act.
Trinad
and Management’s Plan of Operation
Trinad,
a
hedge fund dedicated to investing in micro-cap companies, is seeking to raise
additional capital with a view to making the Company an attractive vehicle
with
which to acquire a business. Trinad intends to then seek a suitable acquisition
candidate for the Company (a “Business Combination”). To date, no such Business
Combination has been identified and the Company is therefore subject to a number
of risks, including: any Business Combination consummated by the Company may
turn out to be unsuccessful; the Company’s investors will not know what
operating business, if any, will be acquired, including the particular industry
in which the business operates, and whether financing that could have a dilutive
effect on the Company’s present stockholders will be required in connection
therewith; the historical operations of a specific business opportunity may
not
necessarily be indicative of the potential for the future; the Company may
acquire a company in the early stage of development causing it to incur further
risks; the Company may be dependent upon the management of an acquired business
which has not proven its abilities or effectiveness; the Company will be
controlled by a small number of stockholders and such control could prevent
the
taking of certain actions that may be beneficial to other stockholders; the
Company’s common stock will likely be thinly traded; and the public market may
provide little or no liquidity for holders of the Company’s common
stock.
Company
is a Blank Check Company
At
present, the Company has no sources of revenue and has no specific business
plan
or purpose. The Company’s business plan is to seek a Business Combination. As a
result, the Company is a “blank check” or “shell” company. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
shell
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
or undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
and closed on a suitable Business Combination.
The
Company’s common stock is a “penny stock,” as defined in Rule 3a51-1 under the
Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in penny stock not otherwise exempt from the rules, to deliver
a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt
from
such rules, must make a special written determination that the penny stock
is
suitable for the purchaser and receive the purchaser's written agreement to
the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to
the
penny stock rules. So long as the common stock of the Company is subject to
the penny stock rules, it may be more difficult to sell the Company’s common
stock.
Liquidity
and Capital Resources
As
of the
date of this report, we have yet to generate any revenues from our business
activities.
As
discussed in Note 4, the Company has a loan agreement in place with an affiliate
of its principal shareholder to provide for liquidity.
On
July
11, 2007, the Company entered into a Management Agreement (the “Management
Agreement”) with Trinad Management, LLC (“Trinad”), an affiliate of TCMF.
Pursuant to the terms of the Management Agreement, which is for a term of 5
years, Trinad will provide certain management services, including, without
limitation the sourcing, structuring and negotiation of a potential business
combination transaction involving the Company. The Company has agreed to pay
Trinad a management fee of $90,000 per quarter, plus reimbursement of all
expenses reasonably incurred by Trinad in connection with the provision of
management services. Either party may terminate with prior written notice.
However, in the event the Company terminates the Management Agreement, it shall
pay to Trinad a termination fee of $1,000,000.
ITEM
3A(T). CONTROLS AND
PROCEDURES.
|
(a)
Evaluation of Disclosure Controls and
Procedures: Disclosure
controls the procedures are designed to ensure that information required
to be disclosed in the reports filed or submitted under the Exchange
Act
is recorded, processed, summarized and reported, within the time
period
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 the reports filed under
the
Exchange Act is accumulated and communicated to management, including
the
Chief Executive Officer and Chief Financial Officer, as appropriate,
to
allow timely decisions regarding required disclosure. As of the end
of the
period covered by this report, we carried out an evaluation, under
the
supervision and with the participation of our management, including
our
Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures.
Based upon and as of the date of that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that our disclosure
controls
and procedures are effective to ensure that information required
to be
disclosed in the reports we filed and submitted under the Exchange
Act is
recorded, processed, summarized and reported as and when
required.
|
|
There
have been no significant changes to our internal controls or other
factors
that could significantly affect internal controls subsequent to the
period
covered by this Quarterly Report.
|
|
|
|
Changes
in Internal Controls. There were no changes in our internal controls
over financial reporting, identified in connection with the evaluation
of
such internal controls that occurred during our last fiscal quarter
that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial
reporting.
|
ITEM
1. LEGAL PROCEEDINGS .
None.
ITEM
2. CHANGES
IN SECURITIES.
None.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES.
None.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM
5. OTHER
INFORMATION.
None.
ITEM
6. EXHIBITS.
The following Exhibits are attached hereto:
Exhibit
No.
|
|
Document
Description
|
|
|
|
31.1
|
|
Certification
of Principal Executive Officer pursuant to Rule 13a-15(a) and Rule
15d-
|
|
|
15(a),
promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
|
31.2
|
|
Certification
of Principal Financial Officer pursuant to Rule 13a-15(a) and Rule
15d-
|
|
|
15(a),
promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
|
32.1
|
|
Certification
of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, as
|
|
|
adopted
pursuant to Section 302 Of The Sarbanes-Oxley Act of
2002.
|
|
|
|
32.2
|
|
Certification
of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, as
|
|
|
adopted
pursuant to Section 302 Of The Sarbanes-Oxley Act of
2002.
|
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 15th day of May, 2008.
ASIANADA,
INC.
|
(
Registrant)
|
|
|
BY:
|
lsl
Robert Ellin
|
|
Robert
Ellin
|
|
President
and Principal Executive Officer
|
|
|
|
|
BY:
|
lsl
Charles Bentz
|
|
Charles
Bentz
|
|
Principal
Financial Officer
|
|
|