Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K
ANNUAL
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE
ACT OF 1934
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
AND
EXCHANGE
ACT OF 1934
For
the
fiscal year ended June 30, 2008
OR
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
AND
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)
Securities
registered pursuant to Section 12(b) of the Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, $0.001 Par Value Per Share
(Title
of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes o
No
x
Check
whether the issuer is not required to file reports pursuant to Section 13 or
Section 15(d) of the Exchange Act. Yes
o
No
x
Check
whether the issuer (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
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment of this Form 10-KSB. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
|
|
Accelerated filer o
|
|
Non-accelerated filer o
|
[Do not check if a smaller
|
Smaller reporting company x
|
|
|
|
|
reporting company]
|
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
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, computed by reference to the closing sales
price for the registrant’s common equity, as reported on the Over-the-Counter
Bulletin Board, was $1,454,400 as of February 6, 2008, the first trading date
of
its common stock.
As
of
September 30, 2008, there were 8,080,000 shares of common stock, par value
$0.001 per share, of the registrant outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Asianada,
Inc.
ANNUAL
REPORT ON FORM 10-K
FOR
THE
YEAR ENDED JUNE 30, 2008
TABLE
OF CONTENTS
PART
I
|
|
|
|
|
|
|
|
|
|
ITEM
1.
|
|
BUSINESS
|
|
1
|
|
|
|
|
|
ITEM
1A.
|
|
RISK
FACTORS
|
|
2
|
|
|
|
|
|
ITEM
2.
|
|
PROPERTIES
|
|
2
|
|
|
|
|
|
ITEM
3.
|
|
LEGAL
PROCEEDINGS
|
|
2
|
|
|
|
|
|
ITEM
4.
|
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
|
2
|
|
|
|
|
|
PART
II
|
|
|
|
|
|
|
|
|
|
ITEM
5.
|
|
MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
|
|
2
|
|
|
|
|
|
ITEM
6.
|
|
SELECTED
FINANCIAL DATA
|
|
4 |
|
|
|
|
|
ITEM
7.
|
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
|
4
|
|
|
|
|
|
ITEM
7A.
|
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
6
|
|
|
|
|
|
ITEM
8.
|
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
|
7
|
|
|
|
|
|
ITEM
9.
|
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
|
8
|
|
|
|
|
|
ITEM
9A(T).
|
|
CONTROLS
AND PROCEDURES
|
|
8
|
|
|
|
|
|
ITEM
9B.
|
|
OTHER
INFORMATION
|
|
8
|
|
|
|
|
|
PART
III
|
|
|
|
|
|
|
|
|
|
ITEM
10.
|
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
|
8
|
|
|
|
|
|
ITEM
11.
|
|
EXECUTIVE
COMPENSATION
|
|
10
|
|
|
|
|
|
ITEM
12.
|
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
|
10
|
|
|
|
|
|
ITEM
13.
|
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
|
11
|
|
|
|
|
|
ITEM
14.
|
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
|
12
|
|
|
|
|
|
PART
IV
|
|
|
|
|
|
|
|
|
|
ITEM
15.
|
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
|
13
|
|
|
|
|
|
|
|
SIGNATURES
|
|
14
|
PART
I
ITEM
1. BUSINESS
History
and Organization
Asianada,
Inc. (the “Company”) was incorporated in the State of Nevada on February 17,
2006, as an exploration stage company. The Company was engaged in acquiring
and
exploring mineral properties until June 15, 2007, when this activity was
abandoned, and the Company has been inactive since then.
On
June
15, 2007, Trinad Capital Master Fund, Ltd., an exempted Cayman Island Company,
with an address at 2121 Avenue of the Stars, Suite 2550, Los Angeles, California
90067 (“TCMF”), entered into a Securities Purchase Agreement (the “Agreement”)
with certain stockholders, (the “Stockholders”) of the Company. Pursuant to the
terms of the Agreement, the Stockholders sold 7,595,200 shares (the “Shares”) of
the Company’s Common Stock, par value $0.001 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
these funds was TCMF’s working capital. The sale of the shares to TCMF, an
accredited investor, was made pursuant to the exemptions from registration
afforded by Section 4(1) of the Securities Act of 1933, as amended.
On
August
17, 2007, written consents from the Stockholders representing a majority of
the
Company’s outstanding shares of Common Stock approved (1) the reincorporation
(the “Reincorporation”) of Asianada, Inc., a Nevada Company (“Asianada-Nevada”),
in Delaware by merger with and into its wholly-owned, newly formed Delaware
subsidiary, Asianada, Inc. (“Asianada-Delaware”), and (2) the adoption of the
Company’s 2007 Employee, Director and Consultant Stock Plan (the “2007
Plan”).
The
Reincorporation was effective on September 27, 2007 and resulted in the
following:
|
·
|
the
Company being 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 of
authorized capital stock, all of which were Common Stock, with a
par value
of $0.001 per share, to 80,000,000 shares of authorized capital stock,
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 (the
“Preferred Stock”), par value $0.001 per share, with the right conferred
upon the Board of Directors to set the dividend, voting, conversion,
liquidation and other rights, as well as the qualifications, limitations
and restrictions with respect to the Preferred Stock as the Board
of
Directors may determine from time to time;
|
|
·
|
the
persons currently serving as officers and directors of the Company
continued to serve in their respective capacities after the
Reincorporation; and
|
|
o
|
succeeded
to all of the rights, privileges, immunities and powers of the
Company;
|
|
o
|
acquired
and possessed all of the property of the Company whether real, personal
or
mixed; and
|
|
o
|
assumed
all of the debts, liabilities, obligations and duties of the Company.
Asianada-Delaware was the surviving Company and operates under the
name
“Asianada, Inc.”
|
Under
the
2007 Plan, employees, directors and consultants of the Company (the “Eligible
Participants”) may be issued stock awards as compensation for their services to
the Company. The 2007 Plan authorizes and entitles the Company to issue to
Eligible Participants awards to purchase up to 1,000,000 shares of Common Stock.
The 2007 Plan became effective as of September 27, 2007, and will continue
in
effect until August 17, 2017.
The
2007
Plan provides that no participant may receive awards of more than 250,000 shares
of Common Stock in any fiscal year. Shares of Common Stock reserved for awards
under the 2007 Plan that are forfeited or are canceled will be added back to
the
share reserve available for future awards. However, shares of Common Stock
tendered in payment for an award or shares of Common Stock withheld for taxes
will not be available again for grant.
The
executive office of the Company is now located at 2121 Avenue of the Stars,
Suite 2550, Los Angeles, California 90067. Its telephone number is (310)
601-2500. Robert S. Ellin is the Company's President and Chief Executive
Officer, Jay A. Wolf is the Company’s Secretary and Charles Bentz is the
Company’s Chief Financial Officer. Robert S. Ellin, Barry I. Regenstein and Jay
Wolf are the Company’s Directors.
Competition
The
Company’s primary goal is the acquisition of a target company or business
seeking the advantages of being a publicly held company (a “Business
Combination”). The Company faces substantial competition from other shell
companies with the same objectives. The Company is in a highly competitive
market for a small number of business opportunities, which could reduce the
likelihood of consummating a successful Business Combination. A large number
of
established and well-financed entities, including small public companies and
venture capital firms, are active in mergers and acquisitions of companies
that
may be desirable target candidates for the Company. Nearly all these entities
have significantly greater financial resources, technical expertise and
managerial capabilities than the Company; consequently, the Company will be
at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a Business Combination. These competitive factors may
reduce the likelihood of the Company identifying and completing a successful
Business Combination.
Employees
Other
than Robert S. Ellin, the chief executive officer, Jay A. Wolf, the secretary,
and Charles Bentz, the chief financial officer, the Company currently has
no employees.
ITEM
1A. RISK FACTORS
Not
applicable as the Company is a smaller reporting company.
ITEM
2. PROPERTIES
On
May 1,
2008, the Company executed a lease agreement with Trinad Management, LLC
(“Trinad”), an affiliate of TCMF, 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
3. LEGAL PROCEEDINGS
Currently,
the Company is not the subject of any legal proceedings.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No
matters were submitted to a vote of security holders through the solicitation
of
proxies or otherwise during the fourth quarter of the year ended June 30,
2008.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Market
Information
The
Company’s Common Stock is quoted on the Over-the-Counter Bulletin Board
maintained by the National Association of Securities Dealers.
Any
investor who purchases the Company’s Common Stock is not likely to find any
liquid trading market for the Common Stock and there can be no assurance that
any liquid trading market will develop.
The
following table reflects the high and low closing quotations of the Company’s
Common Stock for the year ended June 30, 2008. There was no trading of the
Company’s Common Stock during the year ended June 30, 2007 through February
5, 2008.
Year
Ended June 30, 2008
|
|
High
|
|
Low
|
|
|
|
|
|
|
|
First
quarter
|
|
|
N/A
|
|
|
N/A
|
|
Second
quarter
|
|
|
N/A |
|
|
N/A |
|
Third
quarter
|
|
$
|
3.00
|
|
$
|
2.50
|
|
Fourth
quarter
|
|
$
|
2.50
|
|
$
|
2.50
|
|
There
has
never been a public trading market for any of the Company’s securities other
than its Common Stock.
There
have been no recent sales of unregistered equity securities during the period
for which this report is presented or any such issuances have been previously
reported on a Current Report on Form 8-K.
Common
Stock
The
Company’s authorized capital stock consists of 80,000,000 shares of capital
stock, of which 75,000,000 are shares of Common Stock. The holders of the
Company’s Common Stock:
|
·
|
have
equal ratable rights to dividends from funds legally available if
and when
declared by the Company’s Board of Directors;
|
|
·
|
have
a ratable right to any assets remaining after a corporate bankruptcy.
It
is most likely that such an event will cancel the existing equity
shares.
This happens in bankruptcy cases because secured and unsecured creditors
are paid from the company's assets before Common stockholders and
in
situations where shareholders do participate in the plan, these shares
are
usually subject to substantial
dilution;
|
|
·
|
do
not have preemptive, subscription or conversion rights and there
are no
redemption or sinking fund provisions or rights; and
|
|
·
|
are
entitled to one non-cumulative vote per share for each and every
matter
(as that term may from time to time be defined by the Company’s Board of
Directors), on which stockholders may vote.
|
Preferred
Stock
The
Company’s Certificate of Incorporation authorizes the issuance of up to
5,000,000 shares of Preferred Stock.
Non-cumulative
voting
Holders
of shares of the Company’s Common Stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected,
if
they so choose, and, in that event, the holders of the remaining shares will
not
be able to elect any of the Company’s directors.
Cash
dividends
Since
the
Company’s inception, it has not declared or paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of the Company’s Board of Directors and will depend upon the
earnings, if any, the capital requirements and financial position, the general
economic conditions, and other pertinent conditions of the Company. It is the
Company’s present intention not to pay any cash dividends in the foreseeable
future, but rather to reinvest earnings, if any, in its business
operations.
Holders
As
of
September 30, 2008, there were 5 holders of record of the Company’s Common
Stock.
Stock
Transfer Agent
The
stock
transfer agent for the Company’s securities is Island Stock Transfer, 100 Second
Avenue South, Suite 300N, St. Petersburg, Florida, 33701.
Equity
Compensation Plan Information
The
following table provides certain aggregate information with respect to all
of
the Company’s equity compensation plans in effect as of September
30, 2008:
Plan
Category
|
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options
|
|
Weighted Average
Exercise Price of
Outstanding Options
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (excluding securities
reflected in first column)
|
|
Equity
Compensation Plans Approved by Securityholders (1)
|
|
|
450,000
|
|
$
|
0.09
|
|
|
550,000
|
|
Equity
Compensation Plans not Approved by Securityholders
|
|
|
—
|
|
|
|
|
|
|
|
Total
|
|
|
450,000
|
|
$
|
0.09
|
|
|
550,000
|
|
|
(1) |
These
options were issued pursuant to the
2007 Plan. Under the 2007 Plan, Eligible Participants may be issued
stock
awards as compensation for their services to the Company. The 2007
Plan
authorizes and entitles the Company to issue to Eligible Participants
awards to purchase up to 1,000,000 shares of Common
Stock.
|
Recent
Sales of Unregistered Securities
None.
Issuer
Purchases of Equity Securities
None.
ITEM
6. SELECTED FINANCIAL DATA
Not
applicable as the Company is a smaller reporting company.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
The
following discussion should be read in conjunction with, and is qualified in
its
entirety by, the Financial Statements and the Notes thereto included in this
report. This discussion contains certain forward-looking statements that involve
substantial risks and uncertainties. When used in this report, the words
"anticipate," "believe," "estimate," "expect” and similar expressions as they
relate to the Company’s management or the Company are intended to identify such
forward-looking statements. The Company’s actual results, performance or
achievements could differ materially from those expressed in, or implied by,
these forward-looking statements. Historical operating results are not
necessarily indicative of the trends in operating results for any future
period.
MANAGEMENT’S
PLAN OF OPERATION
At
present, the Company has no sources of revenue and has no specific business
plan
or purpose. The Company’s general 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 until such time as the Company has successfully implemented
a specific business plan and closed on a suitable Business
Combination.
To
date,
no such Business Combination has been identified and the Company is therefore
subject to a number of risks, including:
|
·
|
that
any Business Combination completed 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 the requisite financing could have a dilutive
effect
on the Company’s present
stockholders;
|
|
·
|
the
historical operations of a specific business opportunity may not
necessarily be indicative of future potential;
|
|
·
|
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;
|
|
·
|
minority
shareholders will control the business operations of the Company
and this
may prevent the Board of Directors from taking actions for and in
the
interests of the majority shareholders; and
|
|
·
|
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.
|
The
Company may enter into definitive agreements with a wide variety of private
businesses without limitation as to their industries or revenues. It is not
possible at this time to predict when, if ever, we will enter into a Business
Combination with any such private company or the industry or the specific
operating history, revenues, future prospects or other characteristics of any
such company. TCMF intends to raise capital to make us a more attractive
acquisition vehicle and then seek a suitable merger candidate. TCMF has not
identified anyone for acquisition at this time.
RESULTS
OF OPERATIONS
Year
ended June 30, 2008 compared to the year ended June 30,
2007
The
Company had a net loss of $542,690 for the year ended June 30, 2008 compared
to
a net loss of $44,190 for the year ended June 30, 2007, primarily due to
incurred administration costs.
LIQUIDITY
AND CAPITAL RESOURCES
On
August
1, 2008, the Company entered into an amendment (“Amendment No. 3”) to that
certain letter agreement with TCMF, dated as of July 11, 2007, as subsequently
amended on November 15, 2007 and April 18, 2008 (the “Loan Agreement”). Pursuant
to the Loan Agreement, TCMF agreed to provide a loan to the Company in the
principal amount of $500,000, as disclosed in those Current Reports on Form
8-K
filed with the Commission on July 17, 2007, November 15, 2007 and April 24,
2008. Pursuant to Amendment No. 3, the Company and TCMF agreed to (i) increase
the principal amount of the loan due thereunder (the “Loan”) to up to $750,000;
(ii) increase the entire outstanding principal amount of the Loan and any
accrued interest thereon, which shall be due and payable by the Company upon,
and not prior to, a Next Financing (as defined in the Loan Agreement), to an
amount of not less than $1,000,000; and (iii) provide that TCMF may, at is
option, receive any payment of principal and interest due on the Loan in the
form of Common Stock or other securities that may be issued by the Company
in
the event the Company consummates a financing in connection with a change of
control or similar transaction involving the Company, calculated based on the
value of the shares of Common Stock or other securities sold or issued by the
Company in such financing transaction. As of June 30th,
2008,
$500,000 in principal was due under the Loan and the Company recognized $18,767
accrued interest expense as a whole in connection with all drawdowns under
the
terms of the Loan.
On
August
1, 2008, the Company entered into an amendment (“Amendment No. 1”) to that
certain Management Agreement with Trinad, dated as of July 11, 2007 (the
“Management Agreement”). Pursuant to the terms of the Management Agreement,
Trinad agreed to provide certain management services, including without
limitation the sourcing, structuring and negotiation of a potential business
combination transaction involving the Company, in consideration for 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,
as
disclosed in that Current Report on Form 8-K filed with the Commission on July
17, 2007. The Management Agreement is terminable by either party upon written
notice, subject to a termination fee of $1,000,000 upon termination by the
Company. Amendment No. 1 provides that payment of the termination fee set forth
in Section 7(b) of the Management Agreement may be satisfied by the delivery
of
shares of the Company’s Common Stock or other securities that may be issued by
the Company in the event the Company consummates a financing in connection
with
a change of control or similar transaction involving the Company, calculated
based on the value of the shares of Common Stock or other securities sold or
issued by the Company in such financing transaction.
OFF-BALANCE
SHEET ARRANGEMENTS
At
June
30, 2008, the Company had no off-balance sheet arrangements.
CRITICAL
ACCOUNTING POLICIES
Management's
discussion and analysis of the Company’s financial condition and results of
operations are based upon the Company’s financial statements included elsewhere
in this Annual Report, which have been prepared in accordance with accounting
principles generally accepted in the United States.
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the dates
of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Income
Taxes
The
Company has elected to provide for deferred income taxes using the liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and the tax effect of net operating loss carry-forwards. A valuation
allowance has been provided as it is more likely than not that the deferred
assets will not be realized.
RECENT
ACCOUNTING PRONOUNCEMENTS
The
Financial Accounting Standards Board has issued FASB 141 (revised 2007). This
Statement applies to all transactions or other events in which an entity (the
acquirer) obtains control of one or more businesses (the acquiree), including
those sometimes referred to as “true mergers” or “mergers of equals” and
combinations achieved without the transfer of consideration, for example, by
contract alone or through the lapse of minority veto rights. The Company has
not
yet determined what the effect will be, if any, on their financial
statements.
The
Financial Accounting Standards Board has issued FASB 157,
Fair
Value Measurements,
which
defines fair value, establishes guidelines for measuring fair value and expands
disclosures, effective for the Company starting July 1, 2008. The Company
has not yet determined what the effect will be, if any, on their financial
statements.
SFAS
159,
"The Fair Value Option for Financial Assets and Financial Liabilities—including
an amendment of FASB Statement No. 115" — permits entities to choose to measure
many financial instruments and certain other items at fair value. The objective
is to improve financial reporting by providing entities with the opportunity
to
mitigate volatility in reported earnings caused by measuring related assets
and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. This Statement is effective
as of the beginning of an entity’s first fiscal year that begins after November
15, 2007, and interim periods within those fiscal years. Early adoption is
permitted as of the beginning of a fiscal year that begins on or before November
15, 2007, provided the entity also elects to apply the provisions of FASB
Statement No. 157, "Fair Value Measurements".
Management
does not believe that any other recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not
applicable as the Company is a smaller reporting company.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Asianada,
Inc.
Index
to
Financial Statements
|
|
Page
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
|
F-1
|
|
|
|
Balance
Sheet
|
|
F-2
|
|
|
|
Statement
of Operations
|
|
F-3
|
|
|
|
Statement
of Stockholders’ Equity
|
|
F-4
|
|
|
|
Statement
of Cash Flows
|
|
F-5
|
|
|
|
Notes
to the Financial Statements
|
|
F-6
|
MADSEN
& ASSOCIATES, CPA’s INC.
|
|
684
East Vine St . #3
|
Certified
Public Accountants and Business Consultants
|
|
Murray,
Utah 84107
|
|
|
Telephone
801-268-2632
|
|
|
Fax
801-262-3978
|
Board
of
Directors
Asianada,
Inc.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
audited the accompanying balance sheets of Asianada, Inc. (developmental
stage
company) at June 30, 2008 and 2007 and
the
related statements of operations, stockholders' equity, and cash flows for
the
years ended June 30, 2008 and 2007 and the period February 17, 2006 (date
of
inception) to June 30, 2008. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on
these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required
to nor
were we engaged to perform an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate
in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness for the company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on
a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Asianada,
Inc. (developmental stage company) at June 30, 2008 and 2007 and the related
statements of operations, and cash
flows
for the
years ended June 30, 2008 and 2007 and the period February 17, 2006 (date
of
inception) to June 30, 2008 in
conformity with accounting principles generally accepted in the United States
of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activity and to service it’s debt, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that
might
result from the outcome of this uncertainty.
Murray,
Utah
|
|
September
25, 2008
|
/s/
Madsen & Associates, CPA’s Inc.
|
Part
I —
Financial Information
Item
1.
Financial Statements
(
Developmental Stage Company )
BALANCE
SHEET
|
|
June 30, 2008
|
|
June 30, 2007
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
Cash
|
|
$
|
85,187
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
$
|
85,187
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
105,579
|
|
$
|
10,000
|
|
Related
party loan payable and accrued interest
|
|
|
518,767
|
|
|
-
|
|
|
|
|
624,346
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
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
|
|
|
8,080
|
|
Capital
in excess of par value
|
|
|
44,651
|
|
|
31,120
|
|
Accumulated
deficit
|
|
|
(591,890
|
)
|
|
(49,200
|
)
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity - Deficiency
|
|
|
(539,159
|
)
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
Total
Liabilities and stockholders' equity (deficiency)
|
|
$
|
85,187
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
See
notes
to unaudited financial statements
ASIANADA,
INC.
(
Developmental Stage Company )
STATEMENTS
OF OPERATIONS
For
the Years ended June 30, 2008 and 2007 and the
period
February 17, 2006 (date of inception) to June 30, 2008
|
|
|
|
|
|
February 17,
2006
|
|
|
|
|
|
|
|
(inception) to
|
|
|
|
Years Ended June 30,
|
|
June 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
Administrative
|
|
$
|
542,690
|
|
$
|
44,190
|
|
|
591,890
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
OPERATING LOSS
|
|
$
|
(542,690
|
)
|
$
|
(44,190
|
)
|
$
|
(591,890
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.07
|
)
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,080,000
|
|
|
8,080,000
|
|
|
8,080,000
|
|
The
accompanying notes are an integral part of these financial
statements.
See
notes
to unaudited financial statements
STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY
For
the Twelve Months Ended June 30, 2008
and
for the Period February 17, 2006 (date of inception) to June 30,
2007
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
(5,010
|
)
|
|
(5,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
June 30, 2006
|
|
|
8,080,000
|
|
|
8,080
|
|
|
31,120
|
|
|
(5,010
|
)
|
|
34,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(44,190
|
)
|
|
(44,190
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
June 30, 2007
|
|
|
8,080,000
|
|
$
|
8,080
|
|
|
31,120
|
|
$
|
(49,200
|
)
|
|
(10,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
|
|
|
|
|
|
13,531
|
|
|
|
|
|
13,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(542,690
|
)
|
|
(542,690
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
June 30, 2008
|
|
|
8,080,000
|
|
$
|
8,080
|
|
$
|
44,651
|
|
$
|
(591,890
|
)
|
$
|
(539,159
|
)
|
The
accompanying notes are an integral part of these financial
statements.
See
notes
to unaudited financial statements
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
February 17, 2006
|
|
|
|
|
|
|
|
(inception) to
|
|
|
|
Years Ended June 30,
|
|
June 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(542,690
|
)
|
$
|
(44,190
|
)
|
$
|
(591,890
|
)
|
Adjustments
to reconcile net loss to net cash used
in operating activities:
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
13,531
|
|
|
-
|
|
|
13,531
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
|
114,346
|
|
|
8,573
|
|
|
124,346
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(414,813
|
)
|
|
(35,617
|
)
|
|
(454,013
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by investing activities
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Repayment
of loan from related party
|
|
|
-
|
|
|
(86
|
)
|
|
-
|
|
Proceeds
form issuance of common stock
|
|
|
|
|
|
|
|
|
39,200
|
|
Proceeds
from related party-Loan payable
|
|
|
500,000
|
|
|
-
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
500,000
|
|
|
(86
|
)
|
|
539,200
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
|
|
85,187
|
|
|
(35,703
|
)
|
|
85,187
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of period
|
|
|
-
|
|
|
35,703
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
85,187
|
|
$
|
-
|
|
$
|
85,187
|
|
The
accompanying notes are an integral part of these financial
statements.
See
notes
to unaudited financial statements
ASIANADA,
INC.
(
Developmental Stage Company )
NOTES
TO FINANCIAL STATEMENTS
June
30, 2008
1.
ORGANIZATION
Asianada,
Inc. (the “Company”) was incorporated under the laws of the State of Nevada on
February 17, 2006 with authorized common stock of 75,000,000 shares at par
value
$0.001 per share (the “Common Stock”).
On
September 27, 2007 the Company reincorporated into a Delaware Company 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 of authorized
capital stock, all of which were Common Stock, par value $0.001 per share,
to
80,000,000 shares of authorized capital stock, 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 (the “Preferred Stock”). 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 Stock for $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
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.
Income
Taxes
The
Company has elected to provide for deferred income taxes using the liability
method. Under the liability method deferred tax assets and liabilities are
determined based on the differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax
rates
and laws that will be in effect, when the differences are expected to reverse.
A
valuation allowance against deferred tax assets is recorded, when it is more
likely than not, that such tax benefits will not be realized.
On
June
30, 2008, the Company had a net operating loss carry forward of
approximately $591,890. The tax benefit has been fully offset by a valuation
reserve because the use of the future tax benefit is doubtful since the Company
has no operations. The loss carry forward will expire in 2028.
4.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
On
July
11, 2007, the Company executed an agreement, subsequently amended on November
15th,
2007
and April 18th,
2008,
respectively (the “Loan”) with Trinad Capital Master Fund, Ltd. (“TCMF”), a
related party (see Note 5), whereby TCMF agreed to make available to the Company
a revolving credit facility (the “Credit Facility”) with an aggregate principal
amount of up to $500,000 , TCMF shall make advances to the Company in amounts
of
no more than $100.000 as the registrant shall request at any time and from
time
to time. Funds outstanding under the Credit Facility bear interest at the rate
of 10% per annum. This Credit Facility will be available until such time as
the
Company has successfully completed a Next Financing (as defined below). The
entire outstanding principal amount of the Loan and any accrued interest thereon
shall be due and payable by the Company upon, the completion of a sale of
securities in the public markets, such sale to be exclusive of a sale of shares
of the Company’s Common Stock, $0.001 par value per share, to officers,
directors or employees of, or consultants to the Company in connection with
the
provision of services to the Registrant, and with proceeds to the registrant
of
not less than $750,000 (a “Next Financing”). The business purpose of the Loan is
to provide working capital to the Company. As of June 30th,
2008,
$500,000 in principal was due under the Loan and the Company recognized $18,767
accrued interest expense as a whole in connection with all drawdowns under
the
terms of the Loan.
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, an affiliate of TCMF,
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
On
September 27, 2007, the Company implemented the 2007 Employee, Director and
Consultant Stock Plan (the “2007 Plan”), under which directors, certain
employees and consultants received stock options and other equity-based awards.
The shareholders of the Company approved the 2007 Plan on August 17,
2007. Stock options under the 2007 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 one to four years
from
the date of the grant. Subject to customary anti-dilution adjustments and
certain exceptions, the total number of shares of Common Stock authorized for
option grants under the 2007 Plan was one million at June 30,
2008.
On
October 31, 2007, the Company entered into non-qualified stock option agreements
with certain of its employees, directors, officers and consultants (the
“Eligible Participants”) pursuant to its 2007 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 Eligible Participants. 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 $13,531 for year ended June
30,
2008.
5.
CHANGE IN MANAGEMENT
On
June
15, 2007, TCMF, entered into a Securities Purchase Agreement, (the “Agreement”),
by with and among certain stockholders, the Company. Pursuant to the terms
of
the Agreement, the Stockholders sold 7,595,200 shares (the “Shares”) of the
Company’s Common Stock representing 94% of the issued and outstanding Common
Stock as of June 15, 2007, to TCMF. As consideration for the purchase of these
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 TCMF’s working capital. The sale of the Shares to
TCMF, an accredited investor, was made pursuant to the exemptions from
registration afforded by Section 4(1) of the Securities Act of 1933, as
amended.
6.
SUBSEQUENT EVENTS
On
August
1, 2008, the Company entered into an amendment (“Amendment No. 3”) to the Loan
Agreement. Pursuant to the Loan Agreement, TCMF agreed to provide a loan to
the
Company in the principal amount of $500,000, as disclosed in those Current
Reports on Form 8-K filed with the Commission on July 17, 2007, November 15,
2007 and April 24, 2008. Pursuant to Amendment No. 3, the Company and TCMF
agreed to (i) increase the principal amount of the loan due thereunder (the
“Loan”) to up to $750,000; (ii) increase the entire outstanding principal amount
of the Loan and any accrued interest thereon, which shall be due and payable
by
the Company upon, and not prior to, a Next Financing (as defined in the Loan
Agreement), to an amount of not less than $1,000,000; and (iii) provide that
TCMF may, at its option, receive any payment of principal and interest due
on
the Loan in the form of Common Stock or other securities that may be issued
by
the Company in the event the Company consummates a financing in connection
with
a change of control or similar transaction involving the Company, calculated
based on the value of the shares of Common Stock or other securities sold or
issued by the Company in such financing transaction.
On
August
1, 2008, the Company entered into an amendment (“Amendment No. 1”) to the
Management Agreement. Pursuant to the terms of the Management Agreement, Trinad
agreed to provide certain management services, including without limitation
the
sourcing, structuring and negotiation of a potential business combination
transaction involving the Company, in consideration for 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, as disclosed
in
that Current Report on Form 8-K filed with the Commission on July 17, 2007.
The
Management Agreement is terminable by either party upon written notice, subject
to a termination fee of $1,000,000 upon termination by the Company. Amendment
No. 1 provides that payment of the termination fee set forth in Section 7(b)
of
the Management Agreement may be satisfied by the delivery of shares of the
Company’s Common Stock or other securities that may be issued by the Company in
the event the Company consummates a financing in connection with a change of
control or similar transaction involving the Company, calculated based on the
value of the shares of Common Stock or other securities sold or issued by the
Company in such financing transaction.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM
9A(T). CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures.
The
Company’s principal executive officer and principal financial officer, after
evaluating the effectiveness of the Company’s disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) on June 30, 2008,
have concluded that, based on such evaluation, the Company’s disclosure controls
and procedures were adequate and effective to ensure that material information
relating to the Company, was made known to them by others within those entities,
particularly during the period in which this Annual Report on Form 10-K was
being prepared.
Changes
in Internal Controls.
There
were no significant changes in the Company’s internal controls or in other
factors that could significantly affect these controls subsequent to the date
of
their evaluation, nor were there any significant deficiencies or material
weaknesses in the Company’s internal controls. Accordingly, no corrective
actions were required or undertaken.
Management’s
Report on Internal Control Over Financial Reporting.
The
Company’s management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. The
Company’s internal controls over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.
Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation
of
effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
The
Company’s management assessed the effectiveness of its internal controls
over financial reporting as of June 30, 2008. Based on the Company’s assessment,
the Company concluded that its internal controls over financial reporting
were
effective as of June 30, 2008.
This
annual report does not include an attestation report by the
Company’s registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation
by
the
Company’s registered public accounting firm pursuant to temporary rules
of the SEC that permit the
Company to provide only its management’s report in this Annual
Report.
ITEM
9B. OTHER INFORMATION.
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.
The
following table contains certain information with respect to the Company’s
current directors and executive officers.
Name
|
|
Age
|
|
Principal
Occupation
|
|
|
|
|
|
Robert
S. Ellin
|
|
42
|
|
Director
and Chief Executive Officer
|
|
|
|
|
|
Jay
A. Wolf
|
|
35
|
|
Director
and Secretary
|
|
|
|
|
|
Charles
Bentz
|
|
45
|
|
Chief Financial Officer
|
|
|
|
|
|
Barry
I. Regenstein
|
|
51
|
|
Director
|
Board
of Directors and Executive Officers
Robert
S. Ellin
has
served as a director and the Company’s Chief Executive Officer since June 15,
2007 and is one of the Managing Members of Trinad Management,
LLC. Mr. Ellin is also a Managing Member of Trinad Capital Master Fund, Ltd.,
the Company’s principal stockholder and a hedge fund dedicated to investing
in micro-cap public companies. Mr. Ellin currently sits on the boards of Command
Security Corporation (CMMD), ProLink Holdings Corporation (PLKH), MPLC, Inc.
(MPNC), New Motion, Inc. (NWMO), Mandalay Media, Inc. (MNDL) and Driftwood
Ventures, Inc. (DFTW). Mr. Ellin also serves on the Board of Governors at
Cedars-Sinai Hospital. Prior to joining Trinad Capital Master Fund Ltd.,
Mr. Ellin was the founder and President of Atlantis Equities, Inc., a personal
investment company. Founded in 1990, Atlantis has actively managed an investment
portfolio of small capitalization public company as well as select private
company investments. Mr. Ellin frequently played an active role in Atlantis
investee companies including board representation, management selection,
corporate finance and other advisory services. Through Atlantis and related
companies, Mr. Ellin spearheaded investments into ThQ, Inc. (OTC:THQI), Grand
Toys (OTC: GRIN), Forward Industries, Inc. (OTC: FORD) and completed a leveraged
buyout of S&S Industries, Inc. where he also served as President from 1996
to 1998. Prior to founding Atlantis Equities, Mr. Ellin worked in Institutional
Sales at LF Rothschild and prior to that he was the Manager of Retail Operations
at Lombard Securities. Mr. Ellin received his B.A. from Pace
University.
Jay
A. Wolf
has
served as a director since June 25, 2007 and the Company’s Secretary
since June 15, 2007 and is one of the Managing Members
of Trinad Management, LLC. Mr. Wolf is also a Managing Director of
Trinad Capital Master Fund, Ltd. Mr. Wolf currently sits on the boards of Shells
Seafood Restaurants (SHLL), ProLink Holdings Corporation (PLKH), Mandalay Media,
Inc. (MNDL), Driftwood Ventures, Inc. (DFTW) and Optio Software,
Inc. Mr. Wolf has ten years of investment and operations experience in a
broad range of industries. Mr. Wolf is a co-founder of Trinad Capital, L.P.,
where he served as a managing director since its inception in 2003. Prior to
founding Trinad, Mr. Wolf served as the Executive Vice-President of Corporate
Development for Wolf Group Integrated Communications where he was responsible
for the company's acquisition program. Prior to Wolf Group Integrated
Communications, Mr. Wolf worked at Canadian Corporate Funding, a Toronto-based
merchant bank, in the senior debt department, and subsequently for Trillium
Growth, the Canadian Corporate Funding's venture capital fund. Mr. Wolf received
his B.A from Dalhousie University.
Charles
Bentz
has
served as our Chief Financial Officer since June 15, 2007 and has 20 years
of
accounting and administrative experience in the asset management industry and
is
a Certified Public Accountant. Prior to joining to joining Trinad
Management, LLC in December of 2006, Mr. Bentz was a Vice President and the
Controller of Fletcher Asset Management from October 2005 to May 2006, Vice
President, Controller and Head of Fund Administration & Compliance of the
Reserve Funds from July 2003 to July 2005, Vice President and head of fund
administration & compliance of BlackRock Inc., Vice President and Controller
of HHF Acquisition Corp., and Associate Vice President of Prudential Mutual
Fund
Management. Mr. Bentz is the Chief Financial Officer of Driftwood Ventures,
Inc. (DFTW), Zane Acquisition I and Zane Acquisition II. Mr.
Bentz began his career at Deloitte & Touche, and holds a Bachelor of Science
in Accounting from Villanova University.
Barry
I. Regenstein has
served as a director since June 15, 2007. Mr. Regenstein is also the President
and Chief Financial Officer of Command Security Corporation. Trinad Capital
Master Fund, Ltd. is a significant shareholder of Command Security
Corporation and Mr. Regenstein has formerly served as a consultant for Trinad
Capital Master Fund, Ltd. Mr. Regenstein has over 30 years of experience
including 25 years in operations and finance of contract services
companies. Mr. Regenstein was formerly Senior Vice President and Chief
Financial Officer of Globe Ground North America (previously Hudson General
Corporation), and previously served as the Company’s Controller and as a Vice
President. Prior to joining Hudson General Corporation in 1982, he had been
with
Coopers & Lybrand in Washington, D.C. since 1978. Mr. Regenstein currently
sits of the boards of GTJ Co., Inc., ProLink Holdings Corporation (PLKH),
Mandalay Media, Inc. (MNDL) Driftwood Ventures, Inc. (DFTW) and MPLC, Inc.
(MPNC). Mr. Regenstein is a Certified Public Accountant and received his
Bachelor of Science in Accounting from the University of Maryland and an M.S.
in
Taxation from Long Island University.
Audit
Committee
The
Company does not currently have an Audit Committee because the Company is not
an
operating company. If and when the Company finds a suitable merger candidate
and
successfully enters into a merger transaction whereby a company with assets
and
operations survives, the Company intends to establish an Audit Committee that
fulfills the independent and other requirements promulgated by the
SEC.
Nominating
Committee
The
Company does not currently have a Nominating Committee because the Company
is
not an operating company. If and when the Company finds a suitable merger
candidate and successfully enters into a merger transaction whereby a company
with assets and operations survives, the Company intends to establish a
Nominating Committee that fulfills the independent and other requirements
promulgated by the SEC.
Code
of Ethics
The
Company does not currently have a code of ethics because the Company is not
an
operating company. If and when the Company finds a suitable merger candidate
and
successfully enters into a merger transaction whereby a company with assets
and
operations survives, the Company intends to establish a code of
ethics.
Section
16(A) Beneficial Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires the Company’s
officers, directors and persons who beneficially own more than ten percent
of
the Company’s Common Stock to file reports of ownership and changes in ownership
with the SEC. These reporting persons are also required to furnish the Company
with copies of all Section 16(a) forms they file. All of these reports
for the fiscal year ended June 30, 2008 were filed in a timely manner.
ITEM
11. EXECUTIVE COMPENSATION
Other
than as described below, the Company does not provide compensation to its
directors and executive officers, there are no management agreements with the
Company’s directors or executive officers and the Company does not anticipate
that written agreements will be put in place in the foreseeable
future.
On
August
1, 2008, the Company entered into Amendment No. 1 to the Management Agreement.
Pursuant to the terms of the Management Agreement, Trinad agreed to provide
certain management services, including without limitation the sourcing,
structuring and negotiation of a potential business combination transaction
involving the Company, in consideration for 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, as disclosed in that
Current Report on Form 8-K filed with the Commission on July 17, 2007. The
Management Agreement is terminable by either party upon written notice, subject
to a termination fee of $1,000,000 upon termination by the Company. Amendment
No. 1 provides that payment of the termination fee set forth in Section 7(b)
of
the Management Agreement may be satisfied by the delivery of shares of the
Company’s Common Stock or other securities that may be issued by the Company in
the event the Company consummates a financing in connection with a change of
control or similar transaction involving the Company, calculated based on the
value of the shares of Common Stock or other securities sold or issued by the
Company in such financing transaction.
On
October 31, 2007, the Company entered into non-qualified stock option agreements
with the Eligible Participants pursuant to its 2007 Plan, whereby
the Company issued 75,000 Options to Jay Wolf, the Secretary of the
Company, 50,000 Options to Charles Bentz, the Principal Financial Officer of
the
Company and 150,000 Options to Robert Ellin, the Principal Executive Officer
of
the Company. Options were also issued to Directors and consultants of the
Company. The Options were issued in connection with services provided to the
Company by the Eligible Participants. 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. In
addition, in the event of a Change of Control (as defined in the Plan), the
Options shall become fully vested and immediately exercisable unless the Options
have otherwise expired or been terminated pursuant to its terms or the terms
of
the 2007 Plan.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The
following tables set forth certain information regarding the beneficial
ownership of the Company’s Common Stock as of September 29, 2008, by the (i)
named executive officers, (ii) all persons, including groups, known to the
Company to own beneficially more than five percent (5%) of the outstanding
Common Stock, and (iii) all current executive officers and directors as a group.
A person (or group) is deemed to be a beneficial owner of Common Stock that
can
be acquired by such person or group within 60 days from September 30, 2008,
upon
the exercise of warrants, options or other rights exercisable for, or
convertible into, Common Stock. As of September 30, 2008, there were a total
of
8,080,000 shares of Common Stock outstanding.
Except
as
otherwise indicated, the address of each of the following persons is c/o
Asianada, Inc., 2121 Avenue of the Stars, Suite 2550, Los Angeles, California,
90067:
CERTAIN
HOLDERS OF COMMON STOCK
|
|
Beneficially Owned as of
September 30, 2008 (1)
|
|
|
|
Number of
|
|
Percent of
|
|
|
|
Shares
|
|
Class
|
|
Name
and Address of Owner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trinad
Capital Master Fund Ltd. (TCMF)
|
|
|
7,595,200
|
|
|
94.00
|
%
|
Current
directors or officers:
|
|
|
|
|
|
|
|
Robert
S. Ellin
|
|
|
7,595,200
|
(1)
|
|
94.00
|
|
Jay
A. Wolf
|
|
|
7,595,200
|
(1)
|
|
94.00
|
|
All
current directors and named executive officers as a group (four
persons)
|
|
|
7,595,200
|
|
|
94.00
|
%
|
(1)
TCMF
owns approximately 94% of the Company’s outstanding common stock. Robert Ellin
and Jay Wolf, two of the Company’s directors and executive officers, are the
managing members of Trinad Management, LLC which serves as the investment
advisor to TCMF. As a result, each of Robert Ellin and Jay Wolf beneficially
own
an aggregate of 7,595,200 shares of Common Stock. Each of Robert Ellin and
Jay
Wolf disclaims beneficial ownership of these securities except to the extent
of
their pecuniary interest therein.
Changes
in Control
The
Company is unaware of any contract or other arrangement the operation of which
may at a subsequent date result in a change in control of the
Company.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
On
August
17, 2007, written consents were obtained from stockholders representing a
majority of the Company’s outstanding shares of Common Stock approving the
Reincorporation of Asianada-Nevada, in Delaware by merger with
Asianada-Delaware.
The
Reincorporation was effective on September 27, 2007 and resulted in the
following: (a) the Company being 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; (b) the Company’s authorized capital stock changed from
75,000,000 shares of authorized capital stock, all of which are Common Stock,
par value $0.001 per share, to 80,000,000 shares of authorized capital stock,
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,
with the right conferred upon the Board of Directors to set the dividend,
voting, conversion, liquidation and other rights, as well as the qualifications,
limitations and restrictions with respect to the Preferred Stock as the Board
of
Directors may determine from time to time; (c) the persons currently serving
as
officers and directors of the Company continued to serve in their respective
capacities after the Reincorporation; and (d) Asianada-Delaware: (i) succeeded
to all of the rights, privileges, immunities and powers of the Company; (ii)
acquired and possessed all of the property of the Company whether real, personal
or mixed; and (iii) assumed all of the debts, liabilities, obligations and
duties of the Company. Asianada-Delaware was the surviving Company and operates
under the name “Asianada, Inc.”
On
August
17, 2007, written consents from stockholders representing a majority of the
Company’s outstanding shares of Common Stock approving the adoption of the 2007
Plan.
Under
the
2007 Plan, the Eligible Participants may be issued stock awards as compensation
for their services to the Company. The 2007 Plan authorizes and entitles the
Company to issue to Eligible Participants awards to purchase up to 1,000,000
shares of Common Stock. The 2007 Plan became effective as of September 27,
2007,
and will continue in effect until August 17, 2017.
The
Company’s 2007 Plan provides that no participant may receive awards for more
than 250,000 shares of Common Stock in any fiscal year. Shares of Common Stock
reserved for awards under the 2007 Plan that are forfeited or are canceled
will
be added back to the share reserve available for future awards. However, shares
of Common Stock tendered in payment for an award or shares of Common Stock
withheld for taxes will not be available again for grant.
On
August
1, 2008, the Company entered into Amendment No. 3 to the Loan Agreement.
Pursuant to the Loan Agreement, TCMF agreed to provide a loan to the Company
in
the principal amount of $500,000, as disclosed in those Current Reports on
Form
8-K filed with the Commission on July 17, 2007, November 15, 2007 and April
24,
2008. Pursuant to Amendment No. 3, the Company and TCMF agreed to: (i) increase
the principal amount of the Loan to up to $750,000; (ii) increase the entire
outstanding principal amount of the Loan and any accrued interest thereon,
which
shall be due and payable by the Company upon, and not prior to, a Next Financing
(as defined in the Loan Agreement), to an amount of not less than $1,000,000;
and (iii) provide that TCMF may, at is option, receive any payment of principal
and interest due on the Loan in the form of Common Stock or other securities
that may be issued by the Company in the event the Company consummates a
financing in connection with a change of control or similar transaction
involving the Company, calculated based on the value of the shares of Common
Stock or other securities sold or issued by the Company in such financing
transaction.
On
August
1, 2008, the Company entered into Amendment No. 1 to the Management Agreement.
Pursuant to the terms of the Management Agreement, Trinad agreed to provide
certain management services, including without limitation the sourcing,
structuring and negotiation of a potential business combination transaction
involving the Company, in consideration for 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, as disclosed in that
Current Report on Form 8-K filed with the Commission on July 17, 2007. The
Management Agreement is terminable by either party upon written notice, subject
to a termination fee of $1,000,000 upon termination by the Company. Amendment
No. 1 provides that payment of the termination fee set forth in Section 7(b)
of
the Management Agreement may be satisfied by the delivery of shares of the
Company’s Common Stock or other securities that may be issued by the Company in
the event the Company consummates a financing in connection with a change of
control or similar transaction involving the Company, calculated based on the
value of the shares of Common Stock or other securities sold or issued by the
Company in such financing transaction.
The
board
of directors of the Company currently consists of three members. They are Robert
Ellin, Jay Wolf and Barry Regenstein. Mr. Regenstein is an independent director.
The Company has determined his independence using the definition of independence
set forth in the Nasdaq Marketplace Rules.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The
following table presents fees for professional audit services rendered by Madsen
and Associates, CPA’s Inc for the audit and reviews of the Company’s annual
financial statements and other audit related services for the years ended June
30, 2008 and 2007:
|
|
Madsen
|
|
|
|
2008
|
|
2007
|
|
Audit
fees:(1)
|
|
|
3,500
|
|
|
2,560
|
|
Audit
related fees:(2)
|
|
|
0
|
|
|
0
|
|
Tax
fees:(3)
|
|
|
0
|
|
|
0
|
|
All
other fees:(4)
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,500
|
|
|
2,560
|
|
Policy
on Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors
Consistent
with SEC policies regarding auditor independence, the Board of Directors has
responsibility for appointing, setting compensation and overseeing the work
of
the independent auditor. In recognition of this responsibility, the Board of
Directors has established a policy to pre-approve all audit and permissible
non-audit services provided by the independent auditor.
Prior
to
engagement of the independent auditor for the next year’s audit, management will
submit an aggregate of services expected to be rendered during that year for
each of the following four categories of services to the Board of Directors
for
approval.
1. Audit services
include audit work performed in the preparation of financial statements, as
well
as work that generally only the independent auditor can reasonably be expected
to provide, including comfort letters, statutory audits, and attest services
and
consultation regarding financial accounting and/or reporting
standards.
2. Audit-Related services
are for assurance and related services that are traditionally performed by
the
independent auditor, including due diligence related to mergers and
acquisitions, employee benefit plan audits, and special procedures required
to
meet certain regulatory requirements.
3. Tax services
include all services performed by the independent auditor’s tax personnel except
those services specifically related to the audit of the financial statements,
and includes fees in the areas of tax compliance, tax planning, and tax
advice.
4. Other
Fees are
those associated with services not captured in the other
categories.
Prior
to
engagement, the Board of Directors pre-approves these services by category
of
service. The fees are budgeted and the Board of Directors requires the
independent auditor and management to report actual fees versus the budget
periodically throughout the year by category of service. During the year,
circumstances may arise when it may become necessary to engage the independent
auditor for additional services not contemplated in the original pre-approval.
In those instances, the Board of Directors requires specific pre-approval before
engaging the independent auditor.
The
Board
of Directors may delegate pre-approval authority to one or more of its members.
The member to whom such authority is delegated must report, for informational
purposes only, any pre-approval decisions to the Board of Directors at its
next
scheduled meeting.
The
Company’s Board of Directors pre-approved the retention of Madsen and
Associates, CPA’s Inc. for all audit and audit-related services during fiscal
2008.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NUMBER
|
|
DESCRIPTION OF EXHIBIT
|
|
|
|
2.1
|
|
Plan and
Agreement of Merger dated August 17, 2007 between the Company and
Asianada, Inc., a Nevada Company (previously filed with the
Commission on the Company’s DEF 14C Information Statement filed on
September 5, 2007 and incorporated herein by reference)
|
|
|
|
3.1
|
|
Certificate
of Incorporation (previously filed with the Commission as Exhibit
3.1 to
the Company’s Annual Report on Form 10-KSB filed on October 15, 2007 and
incorporated herein by reference)
|
|
|
|
3.2
|
|
Bylaws
(previously filed with the Commission as Exhibit 3.2 to the Company’s
Annual Report on Form 10-KSB filed on October 15, 2007 and incorporated
herein by reference)
|
|
|
|
10.1
|
|
Loan
Agreement with Trinad Capital Master Fund, Ltd., dated July 11, 2007
(previously filed with the Commission as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on July 17, 2007 and incorporated
herein
by reference)
|
|
|
|
10.2
|
|
Amendment
1 to Loan Agreement with Trinad Capital Master Fund, Ltd., dated
November
15, 2007 (previously filed with the Commission as Exhibit 10.1 to
the
Company’s Current Report on Form 8-K filed on November 15, 2007 and
incorporated herein by reference)
|
|
|
|
10.3
|
|
Amendment
2 to Loan Agreement with Trinad Capital Master Fund, Ltd., dated
April 18,
2008. (previously filed with the Commission as Exhibit 10.1 to the
Company’s Current Report on Form 8-K/A filed on April 24, 2008 and
incorporated herein by reference)
|
|
|
|
10.4
|
|
Amendment
No. 3 to the Loan Agreement, by and between Asianada Inc. and Trinad
Capital Master Fund, Ltd., dated August 1, 2008 (previously filed
with the
Commission as Exhibit 10.2 to the Company’s Current Report on Form 8-K
filed on August 7, 2008 and incorporated herein by
reference)
|
|
|
|
10.5
|
|
Commercial
Lease Agreement with Trinad Management, LLC, dated May 1, 2008.
(previously filed with the Commission as Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on May 7, 2008 and incorporated
herein by
reference)
|
|
|
|
10.6
|
|
Management
Agreement dated July 11, 2007 between the Registrant and Trinad
Management, LLC (previously filed with the Commission as Exhibit
10.2 to
the Company’s Current Report on Form 8-K filed on July 17, 2007 and
incorporated herein by reference)
|
|
|
|
10.7
|
|
Amendment
No. 1 to the Management Agreement, by and between Asianada, Inc.
and
Trinad Management, LLC, dated August 1, 2008 (previously filed with
the
Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on August 7, 2008 and incorporated herein by
reference)
|
|
|
|
10.8
|
|
2007
Employee, Director and Consultant Stock Plan (previously filed with
the
Commission as Exhibit 10.3 to the Company’s Annual Report on Form 10-KSB
filed on October 15, 2007 and incorporated herein by
reference)
|
|
|
|
10.9
|
|
Amended
and Restated Non-Qualified Stock Option Agreement (previously filed
with the Commission as Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-QSB filed on November 14, 2007 and incorporated herein by
reference)
|
|
|
|
10.10
|
|
Form
of Incentive Stock Option Agreement (previously filed with the
Commission as Exhibit 10.5 to the Company’s Annual Report on Form 10-KSB
filed on October 15, 2007 and incorporated herein by
reference)
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer *
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer *
|
|
|
|
32
|
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant
to
U.S.C.Section 1350 *
|
*
Filed
herewith.
SIGNATURES
In
accordance with Section 13 or 15 of the Exchange Act, the Registrant caused
this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
Asianada,
Inc.
|
|
|
|
Dated:
October 1, 2008
|
By:
|
/s/
Robert S. Ellin
|
|
|
Robert
S. Ellin
Chairman
of the Board and Principal Executive Officer
|
|
|
|
Dated:
October 1, 2008
|
By:
|
/s/
Charles Bentz
|
|
|
Charles
Bentz
Principal
Financial Officer and Principal Accounting
Officer
|
In
accordance with the requirements of the Exchange Act, this Report has been
signed below by the following persons in the capacities and on the dates
indicated.
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Robert S. Ellin
|
|
Director
and Principal Executive
|
|
October
1, 2008
|
Robert
S. Ellin
|
|
Officer
|
|
|
|
|
|
|
|
|
|
Director
and Secretary
|
|
October
1, 2008
|
Jay
A. Wolf
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October
1, 2008
|
Barry
Regenstein
|
|
|
|
|