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

·

Asianada-Delaware:

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.

 

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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

 

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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.

 

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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.

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LIQUIDITY AND CAPITAL RESOURCES

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 15^th, 2007 and April 18^th, 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 30^th, 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.

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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.

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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.

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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.

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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.