Nanoasia Ltd. - FORM 8-K - EX-99.2 - EXHIBIT 99.2

Attached files

file	filename
8-K - MAINBODY - Nanoasia Ltd.	mainbody.htm
EX-2.1 - EXHIBIT 2.1 - Nanoasia Ltd.	ex2_1.htm
EX-99.1 - EXHIBIT 99.1 - Nanoasia Ltd.	ex99_1.htm
EX-2.2 - EXHIBIT 2.2 - Nanoasia Ltd.	ex2_2.htm

AD SYSTEMS COMMUNICATIONS, INC.

(FKA NANOASIA LTD.)

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET

	Nanoasia Ltd.		Ad Systems Communications, Inc.		Combined		Pro Forma			Adjusted ProForma
	November 30, 2009		November 30, 2009		Totals		Adjustments		AJE	Totals

ASSETS

Current Assets:
Cash	$	2,096	$	39,214	$	41,310	$	(2,096)		$	39,214
Accounts Receivable		-		91,170		91,170		-			91,170

Total Current Assets		2,096		130,384		132,480		(2,096)			130,384

Property and Equipment		-		-		-		-			-

TOTAL ASSETS	$	2,096	$	130,384	$	132,480	$	(2,096)		$	130,384

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts Payable and Accrued Expenses	$	21,038	$	119,054	$	140,092	$	(21,038)		$	119,054
Related Party Payable		64,000		550,000		614,000		(64,000)			550,000
Other Current Liabilities		-		-		-		-			-

Total Current Liabilities		85,038		669,054		754,092		(85,038)			669,054

Long-Term Liabilities:
Notes Payable		-		-		-		-			-
Capital Leases		-		-		-		-			-

Total Long-Term Payables		-		-		-		-			-

Total Liabilities		85,038		669,054		754,092		(85,038)			669,054

Stockholders' Equity:
Preferred Stock		-		-		-		-			-
Common Stock		9,000		-		9,000		(6,400)	2		6,625
								4,000	3
Additional paid-in Capital		-		174,452		174,452		(9,000)	1		167,827
								6,400	2
								(4,000)	3
Accumulated Deficit		(91,942)		(713,122)		(805,064)		91,942	1		(713,122)

Total Stockholders' Equity		(82,942)		(538,670)		(621,612)		82,942			(538,670)



TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,096	$	130,384	$	132,480	$	(2,096)		$	130,384


1 To eliminate accumulated deficit of Nanoasia, Ltd to reflect reverse merger.
2 To record cancelation of 6,400,000 shares of common stock.
3 To record issuance of 4,000,000 shares of common stock to acquire 100% of the common shares of Ad Systems Communications, Inc.

AD SYSTEMS COMMUNICATIONS, INC.

(FKA NANOASIA LTD.)

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

	Nanoasia Ltd.		Ad Systems Communications, Inc.							Pro-Forma
	For the Three Months Ended November 30, 2009		For the Eleven Months Ended November 30, 2009		Combined Totals		Pro Forma Adjustments		AJE	Adjusted Combined Totals


REVENUES	$	-	$	431,909	$	431,909	$	-		$	431,909
COST OF SALES		-		71,279		71,279		-			71,279

GROSS PROFIT		-		360,630		360,630		-			360,630

OPERATING EXPENSES

General and Administrative		1,500		435,243		436,743		-			436,743

Total Operating Expenses		1,500		435,243		436,743		-			436,743

OPERATING LOSS		(1,500)		(74,613)		(76,113)		-			(76,113)

INCOME TAX PROVISION (BENEFIT)		-		-		-		-			-

NET LOSS	$	(1,500)	$	(74,613)	$	(76,113)	$	-		$	(76,113)

AD SYSTEMS COMMUNICATIONS, INC.

(FKA NANOASIA LTD.)

UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET

	Nanoasia Ltd.		Ad Systems Communications, Inc.		Combined		Pro Forma			Adjusted ProForma
	August 31, 2009		December 31, 2008		Totals		Adjustments		AJE	Totals

ASSETS

Current Assets:
Cash	$	2,096	$	15,282	$	17,378	$	(2,096)		$	15,282
Accounts Receivable		-		-		-		-			-

Total Current Assets		2,096		15,282		17,378		(2,096)			15,282

Property and Equipment		-		-		-		-			-

TOTAL ASSETS	$	2,096	$	15,282	$	17,378	$	(2,096)		$	15,282

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts Payable and Accrued Expenses	$	19,538	$	47,589	$	67,127	$	(19,538)		$	47,589
Related Party Payable		64,000		431,750		495,750		(64,000)			431,750
Other Current Liabilities		-		-		-		-			-

Total Current Liabilities		83,538		479,339		562,877		(83,538)			479,339

Long-Term Liabilities:
Notes Payable		-		-		-		-			-
Capital Leases		-		-		-		-			-

Total Long-Term Payables		-		-		-		-			-

Total Liabilities		83,538		479,339		562,877		(83,538)			479,339

Stockholders' Equity:
Preferred Stock		-		-		-		-			-
Common Stock		9,000		-		9,000		(6,400)	2		6,625
								4,025	3
Additional paid-in Capital		-		174,452		174,452		(9,000)	1		167,827
								6,400	2
								(4,025)	3
Accumulated Deficit		(90,442)		(638,509)		(728,951)		90,442	1		(638,509)

Total Stockholders' Equity		(81,442)		(464,057)		(545,499)		81,442			(464,057)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	2,096	$	15,282	$	17,378	$	(2,096)		$	15,282


1 To eliminate accumulated deficit of Nanoasia, Ltd to reflect reverse merger.
2 To record cancelation of 6,400,000 shares of common stock.
3 To record issuance of 4,025,000 shares of common stock to acquire 100% of the common shares of Ad Systems Communications, Inc.

AD SYSTEMS COMMUNICATIONS, INC.

(FKA NANOASIA LTD.)

UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS

	Nanoasia Ltd.		Ad Systems Communications, Inc.							Pro-Forma
	For the Year Ended August 31, 2009		For the Year Ended December 31, 2008		Combined Totals		Pro Forma Adjustments		AJE	Adjusted Combined Totals


REVENUES	$	360	$	170,040	$	170,400	$	-		$	170,400
COST OF SALES		-		56,336		56,336		-			56,336

GROSS PROFIT		360		113,704		114,064		-			114,064

OPERATING EXPENSES

General and Administrative		37,978		382,890		420,868		-			420,868

Total Operating Expenses		37,978		382,890		420,868		-			420,868

OPERATING LOSS		(37,618)		(269,186)		(306,804)		-			(306,804)

INCOME TAX PROVISION (BENEFIT)		-		-		-		-			-

NET LOSS	$	(37,618)	$	(269,186)	$	(306,804)	$	-		$	(306,804)

AD SYSTEMS COMMUNICATIONS, INC.

(FKA NANOASIA LTD.)

Unaudited Combined Pro Forma Statements of Stockholders' Equity (Deficit)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated Deficit/Retained
	Shares		Amount		Shares		Amount		Capital		Earnings		Total

Balance, December 31, 2008		-	$	-		9,000,000	$	9,000	$	-	$	(90,442)	$	(81,442)
(Nanoasia Ltd pre-merger)

Balance, December 31, 2008		-		-		4,000,000		4,400		174,477		(369,323)		(190,446)
(Ad Systems Communications, Inc. pre-merger)

Elimination entries associated with merger		-		-		-		-		(13,425)		90,442		77,017

Retirement of shares associated with Nanoasia Ltd		-		-		(6,400,000)		(6,400)		6,400		-		-

Net (loss) for the year ended December 31, 2008		-		-		-		-		-		(269,186)		(269,186)

Balance, December 31, 2008		-	$	-		6,600,000	$	7,000	$	167,452	$	(638,509)	$	(464,057)

Notes to Unaudited Pro Forma Consolidated Financial Statements

December 31, 2008

On February 11, 2010, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ad Systems Communications, Inc., a privately held Oregon corporation (“Ad Systems”), and NanoAsia Acquisition Corp. (“Acquisition Sub”), our newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Ad Systems merged with and into Acquisition Sub (the “Merger”) on February 11, 2010, with the filing of articles of merger with the Nevada secretary of state. As a result of the Merger, Ad Systems no longer exists and Acquisition Corp. became our wholly-owned subsidiary.

In addition, pursuant to the terms and conditions of the Merger Agreement:

§ The sole shareholder of all of the capital stock of Ad Systems issued and outstanding immediately prior to the closing of the Merger exchanged his shares into 4,000,000 shares of our common stock. As a result, the sole shareholder of Ad Systems received 4,400,000 newly issued shares of our common stock.

The balance sheets of Nanoasia Ltd and Ad Systems Communications, Inc. are as of August 31, 2009 and December 31, 2008, respectively. The statement of operations of Nanoasia Ltd and Ad Systems Communications, Inc. are as of the year ended August 31, 2009 and December 31, 2008, respectively.

(1)	Reflects the issuance of 4,000,000 shares of Nanoasia Ltd. for all outstanding shares of Ad Systems Communications, Inc. whereby Ad Systems Communications, Inc. became a wholly owned subsidiary of Nanoasia Ltd.

(2)

Reflects the retirement of 6,400,000 shares owned by our former Chief Executive Officer and sole director, Mr. Ryan Chi Wing So, along with our former Secretary, Sien Ting Cindy Tsang, and our former majority shareholder, Chun Fong Tsang, who agreed to purchase our former nano-technology business in exchange for the cancellation and return all of their collective common stock into treasury and the forgiveness of debts we owed to them.

Attached files

Nanoasia Ltd. Reports

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