Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
x
|
Quarterly
Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
|
|
FOR
THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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)
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x
No
o
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
definition 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
|
|
Smaller Reporting company x
|
|
(do not check if a smaller
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
As
of November 17, 2008, the Registrant had 8,080,000 shares of common
stock, par value $.001per share, outstanding.
ASIANADA,
INC.
|
|
Page
|
|
|
|
|
PART
I - FINANCIAL INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements
|
1
|
|
|
|
|
Balance
Sheet As of September 30, 2008 (Unaudited) and June 30,
2008
|
1
|
|
|
|
|
Statements
of Operations (Unaudited) For the Three Months Ended September
30, 2008
and 2007 and the period from February 17, 2006 (date of inception)
to
September 30, 2008
|
2
|
|
|
|
|
Statements
of Cash Flows (Unaudited) For the Three Months Ended September
30, 2008
and 2007 and the period from February 17, 2006 (date of inception)
to
September 30, 2008
|
4
|
|
|
|
|
Notes
to Financial Statements (Unaudited)
|
5
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
8
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
9
|
|
|
|
Item
4T.
|
Controls
and Procedures
|
|
|
|
|
|
PART
II - OTHER INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
10
|
|
|
|
Item
1A. |
Risk
Factors |
10
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
10
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
10
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
10
|
|
|
|
Item
5.
|
Other
Information
|
10
|
|
|
|
Item
6.
|
Exhibits
|
10
|
|
|
|
|
11
|
PART
I. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
ASIANADA,
INC.
|
|
(A
Development Stage Company)
|
|
BALANCE
SHEET
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
September
30, 2008
|
|
June
30, 2008
|
|
|
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
41,438
|
|
$
|
85,187
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
$
|
41,438
|
|
$
|
85,187
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
161,667
|
|
$
|
105,579
|
|
|
|
|
|
|
|
|
|
Related
party loan payable
|
|
|
600,000
|
|
|
518,767
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
761,667
|
|
|
624,346
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
(
DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock, 5,000,000 shares authorized at par value $0.001; none
issued
|
|
|
-
|
|
|
- |
|
Common
stock, 75,000,000 shares authorized at $0.001 par value; 8,080,000
shares
issued and outstanding.
|
|
|
8,080
|
|
|
8,080
|
|
Additional
paid in capital
|
|
|
49,724
|
|
|
44,651
|
|
Deficit
accumulated in the development stage
|
|
|
(778,033
|
)
|
|
(591,890
|
)
|
|
|
|
|
|
|
|
|
Total
Stockholders' Equity (Deficit)
|
|
|
(720,229
|
)
|
|
(539,159
|
)
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity (Deficit)
|
|
$
|
41,438
|
|
$
|
85,187
|
|
See
notes to unaudited financial
statements.
|
ASIANADA,
INC.
|
(A
Development Stage Company)
|
STATEMENTS
OF OPERATIONS
|
(UNAUDITED)
|
For
the Three Months Ended September 30, 2008 and 2007 and the
|
period
February 17, 2006 (inception) to September 30,
2008
|
|
|
Three
Months Ended September 30,
|
|
February 17,
2006
(inception) to
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
General
and administrative expenses
|
|
|
186,143
|
|
|
87,678
|
|
|
778,033
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
OPERATING LOSS
|
|
$
|
(186,143
|
)
|
$
|
(87,678
|
)
|
$
|
(778,033
|
)
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS PER COMMON SHARE
|
|
$
|
(0.02
|
)
|
$
|
(0.01
|
)
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares Outstanding - Basic and diluted
|
|
|
8,080,000
|
|
|
8,080,000
|
|
|
8,080,000
|
|
See
notes to unaudited financial
statements.
|
|
|
(A
Development Stage Company)
|
|
STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
|
|
For
the Three Months Ended September 30, 2008 and the years ended June
30,
2008 and 2007 and for the
|
|
period
February 17, 2006 (inception) to September 30, 2008
|
|
|
|
Common
Stock
|
|
|
|
Accumulated
|
|
|
|
|
|
Shares
|
|
Amount
|
|
Capital
|
|
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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
-
|
|
|
-
|
|
|
5,073
|
|
|
-
|
|
|
5,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(186,143
|
)
|
|
(186,143
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
September 30, 2008(Unaudited)
|
|
|
8,080,000
|
|
$
|
8,080
|
|
$
|
49,724
|
|
$
|
(778,033
|
)
|
$
|
(720,229
|
)
|
See
notes to unaudited financial
statements.
|
ASIANADA,
INC.
|
|
(A
Development Stage Company)
|
|
STATEMENTS
OF CASH FLOWS
|
|
(UNAUDITED)
|
|
For
the Three Months Ended September 30, 2008 and 2007 and the
|
|
period
February 17, 2006 (inception) to September 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 17, 2006
|
|
|
|
For
the Three Months Ended
|
|
(inception) to
|
|
|
|
September
30,
|
|
September 30,
|
|
|
|
2008
|
|
2007
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(186,143
|
)
|
$
|
(87,678
|
)
|
$
|
(778,033
|
)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation
|
|
|
5,073
|
|
|
-
|
|
|
18,604
|
|
Changes
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
|
37,321
|
|
|
83,355
|
|
|
161,667
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(143,749
|
)
|
|
(4,323
|
)
|
|
(597,762
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock
|
|
|
-
|
|
|
-
|
|
|
39,200
|
|
Proceeds
from related party loan payable
|
|
|
100,000
|
|
|
20,000
|
|
|
600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
100,000
|
|
|
20,000
|
|
|
639,200
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in cash
|
|
|
(43,749
|
)
|
|
15,677
|
|
|
41,438
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
beginning of period
|
|
|
85,187
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
41,438
|
|
$
|
15,677
|
|
$
|
41,438
|
|
See
notes to unaudited financial
statements.
|
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
September
30, 2008
(Unaudited)
1.
ORGANIZATION
The
Company was incorporated under the laws of the State of Nevada on February
17,
2006. On September 27, 2007, the Company reincorporated in Delaware and
increased its authorized capital stock from 75,000,000 shares 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 through June
15, 2007 when these activities were abandoned. Since June 15, 2007,
the Company has been a developmental stage company and is inactive.
Since
its
inception, the Company has completed private placement offerings of 8,080,000
shares of its common stock for an aggregate amount 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 plan 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.
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
United States for interim financial information and with the rules and
regulations set forth in Regulation S-X of the Securities and Exchange
Commission for Form 10-Q. 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 Plan of Operations in the Company's Form
10-K for the year ended June 30, 2008. Interim results are not necessarily
indicative of the results for a full year.
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
In
December 2007, the Financial
Accounting Standards Board (FASB) issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements - an Amendment of ARB No. 51".
The objective of this Statement is to improve the relevance, comparability,
and
transparency of the financial information that a reporting entity provides
in
its consolidated financial statements by establishing accounting and reporting
standards that require the following changes. The ownership interests in
subsidiaries held by parties other than the parent shall be clearly identified,
labeled, and presented in the consolidated statement of financial position
within equity, but separate from the parent’s equity. The amount of consolidated
net income attributable to the parent and to the noncontrolling interest must
be
clearly identified and presented on the face of the consolidated statement
of
income. When a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary is initially measured at fair value. The
gain or loss on the deconsolidation of the subsidiary is measured using the
fair
value of any noncontrolling equity investment rather than the carrying amount
of
that retained investment and entities provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. The changes to current practice
resulting from the application of SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of SFAS No. 160 before
December 15, 2008 is prohibited. The Company has not determined the effect,
if
any, that may result from the adoption of SFAS No. 160 on its financial
statements.
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.
Income
Taxes
Effective
July 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48,
"Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement
No. 109" (FIN 48). FIN 48 clarifies the accounting for uncertainty in income
taxes recognized in the Company's financial statements in accordance with FASB
Statement 109, "Accounting for Income Taxes", and prescribes a recognition
threshold and measurement process for financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
FIN
48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and
transition.
Management
has evaluated and concluded that there are no significant uncertain tax
positions requiring recognition in the Company's financial statements as of
September 30, 2008.
The
Company's policy is to classify assessments, if any, for tax related interest
as
interest expenses and tax related penalties as general and administrative
expenses.
4.
RELATED PARTIES TRANSACTIONS
On
July
11, 2007, the Company executed a loan agreement, as amended on November 15,
2007, April 18, 2008, and August 1, 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. $500,000 was advanced during the year ended June 30, 2008, and an
additional $100,000 was advanced during the quarter ended September 30, 2008.
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,
which was subsequently amended to $1,000,000 (a “Next Financing”)
.
On
August
1, 2008, the Company entered into an amendment (“Amendment No. 3”) to the Loan
Agreement. 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. As of September 30, 2008, $600,000 in
principal was due under the Loan and the Company recognized $32,852 accrued
interest expense 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 five 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 $90,000
in
management fees for the quarter ended September 30, 2008.
On
August
1, 2008, the Company entered into an amendment (“Amendment No. 1”) to the
Management Agreement with Trinad. 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
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.
5.
FAIR VALUE MEASUREMENTS
Effective
July 1, 2008, the Company adopted both SFAS No. 157 and SFAS No. 159 without
any
effect.
Statement
of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements”
(“SFAS 157"), defines fair value, establishes a framework for measuring fair
value, and expands disclosures about fair value measurements. SFAS 157 applies
to other accounting pronouncements that require the use of fair value
measurements. A fair value measurement assumes that the transaction to sell
an
asset or transfer a liability occurs in the principal market for the asset
or
liability, or, in the absence of a principal market, the most advantageous
market for the asset of liability.
SFAS
No.
159, “The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB Statement 115” (“SFAS 159”), permits an entity to
elect to measure various financial instruments and certain other items at fair
value that are not currently required to be measured at fair value. Unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings at each subsequent reporting date.
6.
SUBSEQUENT EVENT
On
October 27, 2008, the Company executed a non-binding letter of intent that
sets
forth the preliminary terms and conditions of proposed acquisition of certain
assets of Grupo Grandioso, LLC and contemplates hiring of a chairman and chief
executive officer. The closing of the transaction is subject to a number of
significant conditions, including execution of a definitive acquisition
agreement and completion of due diligence.
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-Q or to reflect the occurrence of unanticipated events.
DESCRIPTION
OF BUSINESS
We
are
inactive and are currently considered a "shell" company by the SEC, controlled
by TCMF, our majority shareholder and we have no operations. 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.
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 we are a development stage
company. 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. To
date,
the Company has only entered into a non-binding letter of intent for the
proposed acquisition of certain assets of Grupo Grandioso, LLC which acquisition
is subject to a number of significant conditions, including execution of
a
definitive acquisition agreement and completion of due diligence. There can
be
no assurance that such acquisition will be completed and in the event such
acquisition is not completed, the Company would continue to seek 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.
Operations
For
the
three months ended September 30, 2008, general and administrative expenses
increased by approximately $100,000, resulting from professional
fees.
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.
ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable as the Company is a smaller reporting company.
ITEM
4(T). CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures:
Disclosure controls and 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.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
None.
ITEM
1A. RISK FACTORS
Not
applicable as the Company is a smaller reporting company.
ITEM
2.
UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
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.
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|
Document
Description
|
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|
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31.1
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Certification
of Principal Executive Officer pursuant to
|
|
|
Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
|
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31.2
|
|
Certification
of Principal Financial Officer pursuant to
|
|
|
Section
302 of the Sarbanes-Oxley Act of 2002.
|
|
|
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32.1
|
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Certification
of Chief Executive Officer Pursuant To 18 U.S.C. Section
1350.
|
|
|
|
32.2
|
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Certification
of Chief Financial Officer Pursuant To 18 U.S.C. Section
1350.
|
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 18th day of November, 2008.
|
ASIANADA,
INC.
|
|
(
Registrant)
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BY:
|
lsl
Robert Ellin
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Robert
Ellin
|
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President
and Principal Executive Officer
|
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BY:
|
lsl
Charles Bentz
|
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Charles
Bentz
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Principal
Financial Officer
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