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3. | Our marketing program under our business plan in effect during the period covered by this Report wouldwill combine sourcing out service providers as well as clients to utilize those services. The process of sourcing out service providers includes identifying owners and management of resorts, hotels, retreats, spas, private charter companies, etc. via the Internet and research in trade magazines and directories. This process wouldwill start as soon as our website becameis fully operational and wouldwill be ongoing during the life of our operations. Sourcing potential clients may consist of telephone surveys and may contain questions that would “qualify” the potential clients. It wouldwill also involve research into existing databases available via the Internet to target and extract the applicable names and contacts to create our own customized database. We intend to look into the databases of travel journals, business magazines, newspapers, trade magazines as well as telephone directories. The cost to source and analyze all of the material to identify suitable candidates to develop and maintain the database was previouslyis estimated to be $10,000 to $20,000. |
In summary, we anticipate that we will commence operations and begin receiving orders within the next 100 days. We estimate that we will generate revenue 120 to 180 days after beginning operations. Until our website would becomeis fully commercially operational, we do not believe that clients wouldwill use our services to book their travel arrangements. We believe, however, that ifonce our website becomesis fully commercially operational and we couldare able to provide a wide selection of services that we couldcan offer to potential clients, they mightwill utilize our services as their “personal concierge” for their travel needs. If we are unable to complete our website, or negotiate suitable terms with service providers to enable us to represent their companies, or if we are unable to attract clients to use our services, we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else. We will not be conducting any product research or development. We do not expect to purchase or sell any facility or significant equipment. Further, we do not expect significant changes in the number of employees. Limited operating history; need for additional capital There is limited historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products. To become profitable and competitive, we would have to complete the commercial operability of our website as well as locate and negotiate agreements with service providers to allow us to represent them for a percentage-based commission. We then have to locate clients to book those services through us. We may seekare seeking equity financing or debt facilities to provide for the capital required to implement our operations.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders. Results of operations From Inception on December 26, 2007 to JuneSeptember 30, 2011 Since the company’s inception, we have incorporated the company, hired an attorney,legal counsel, and hiredretained an auditor for the preparation of our registration statement. We have prepared an internal business plan. We have launched a website at “adensolutions.com.” however our website is not yet able to execute commercial operations or generate any revenues. Our loss since inception is $231,856$243,385 of which $86,442$88,941 is for legal and accounting fees, $17,750$19,065 is for other general and administrative expenses, and $127,664$135,379 is for consulting expenses.
From inception through December 31, 2010, we sold 70,000,000 post dividend shares of common stock to our sole officer and director for $50. On September 29, 2008, we closed our public offering by issuing 25,194,400 post dividend shares of common stock and raising $179,960. On August 27, 2009, we issued a stock dividend on the basis of 1 additional share of common stock for each one share outstanding. Prior to the stock dividend there were 6,799,600 shares of common stock outstanding. In September of 2010, we issued a second stock dividend on the basis of 6 additional shares of common stock for each one share outstanding. Prior to the stock dividend there were 13,599,200 pre-dividend shares of common stock outstanding. Following the 2010 dividend and as of the end of the period covered by this Report, we had 95,194,400 common shares issued and outstanding. Liquidity and capital resources As of the date of this report, we have yet to generate any revenues from our business operations. We issued 70,000,000 post dividend shares of common stock through a Section 4(2) offering in December 2007. This was accounted for as a sale of common stock. In September, 2008, we completed our public offering by raising $179,960 and issuing 25,194,400 post dividend shares of the Company’s common stock. On July 22, 2010, we entered into a loan agreement with CRG Finance AG whereby CRG Finance AG loaned us $10,000. The loan is due upon demand and compounds interest at 7.5% per annum, based on a 365 day calendar year. 12
On September 29, 2010, we entered into an additional loan agreement with CRG Finance AG whereby CRG Finance AG loaned us $15,000. The loan is due upon demand and compounds interest at 7.5% per annum, based on a 365 day calendar year. On February 14, 2011, we entered into another loan agreement with CRG Finance AG for $25,000.The loan is due upon demand and compounds interest at 7.5% per annum, based on a 365 day calendar year. On July 27, 2011, we borrowed another $25,000 from CRG Finance AG.The loan is due upon demand and compounds interest at 7.5% per annum, based on a 365 day calendar year.This loan has not been repaid as of August 15, 2011.the date of this report. As of JuneSeptember 30, 2011, our total assets consisted of cash and totaled $8,939.$4,492. Our total liabilities were $60,785$67,867 consisting ofif accounts and loans payable.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to limitednot employing an audit committee, no dual signature on checks, and lack of segregation of duties.
Changes in Internal Controls There were no changes in our internal control over financial reporting during the quarter ended JuneSeptember 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Currently we are not aware of any litigation pending or threatened by or against the Company.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Not Applicable.On March 17, 2008, the SEC declared our Form S-1 registration statement effective (SEC File no. 333-149600) allowing us to sell 1,000,000 shares of common stock minimum, 2,000,000 shares of common stock maximum at an offering price of $0.10 per share. There was no underwriter involved in our public offering. On September 29, 2008, we completed our public offering by issuing 1,799,600 shares of common stock and raising $179,960. As of the date of this report, we have used all of the funds raised through our public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS.
The following documents are included herein: Exhibit No. | Document Description | | | 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. | | 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. | ADEN SOLUTIONS INC. | | (Registrant) | | | | | By: | SILVIA SOLTAN | | | Name: Silvia Soltan Title: President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and Director | | | |
Date: August 15,November 9, 2011
EXHIBIT INDEX | Exhibit No. | Document Description | | | | | 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. | | | | 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
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