**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB**





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year endedMarch
                31, 2006[
                ]
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACTFor
                the
                transition period from_________to__________Commission
                file number333-130084





**Amerasia
                Khan Enterprises Ltd.**(Exact
                name of small business issuer as specified in its
                charter)





**Nevada**
            **E.I.N.
                Number pending**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**353
                West 7th Avenue**
              **Vancouver,
                B.C., Canada**
            **V5Y
                1M2**(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
                telephone number:(604)
                723 - 6877





Securities
                registered under Section 12(b) of the Exchange
                Act:





Title
                of each class
            Name
                of each exchange on which registeredNone
            Not
                Applicable





Securities
                registered under Section 12(g) of the Exchange Act:None(Title
                of class)





Check
      whether the Issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act 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
      [ ] No [X]**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**Yes
      [X] No [ ]**





State
      issuer’s revenues for its most recent fiscal year. $7,548





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days. **Unavailable**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.


**9,000,000
      Common Shares as of May 31, 2006**





Transitional
      Small Business Disclosure Format (Check One): **Yes
      [ ] No [X]**





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          of Contents


TABLE
                OF CONTENTS
            PagePART
                IItem
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            7Item
                3.
            Legal
                Proceedings
            7Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            7PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder
                Matters
            8Item
                6.
            Plan
                of Operation
            11Item
                7.
            Financial
                Statements
            15Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            16Item
                8A.
            Controls
                and Procedures
            16Item
                8B.
            Other
                Information
            17PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            17Item
                10.
            Executive
                Compensation
            19Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            20Item
                12.
            Certain
                Relationships and Related
                Transactions
            22Item
                13.
            Exhibits
            24Item
                14.
            Principal
                Accountant Fees and Services
            25




2
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          of Contents


**PART
      I**




**Item
      1. Description of Business**




**Business
      Overview**




We
      were
      incorporated on April 2, 2004, under the laws of the State of Nevada. Our fiscal
      year end is March 31. We currently operate our business out of office space
      that
      we share with another company, located at 353 West 7th Avenue, Vancouver, B.C.,
      Canada. Our telephone number is (604) 723-6877.




We
      are in
      the business of renting and/or selling academic regalia currently in Canada
      and
      later plan to move into the United States. We do not intend to launch an
      aggressive advertising campaign for our products; instead, we intend to focus
      on
      building a reputation for our products through a single distribution channel.
      In
      furtherance of this plan, on May 31, 2004, we secured a two year agreement
      whereby Artona Group, Inc. (“Artona Group”) will solely purchase and/or rent our
      products from us. Artona Group has been operating in the specialized graduation
      photography industry for over 20 years and owns one of the largest specialized
      studios in Western Canada. Artona Group is looking to expand its business into
      supplying graduation regalia in addition to its photography products. Artona
      Group engaged Amerasia to provide academic regalia and has already secured
      agreements with three prominent high schools located in Vancouver, British
      Columbia, Canada for the 2005 graduation year to use our products. Our
      arrangement with Artona Group is wholesale-retail in nature. We wholesale our
      academic products to Artona Group as rented or purchased products, and Artona
      Group then retails the merchandise to the end-consumer.




Our
      products are made in China by a company known as Chuang Yuan Garment Accessories
      Co., Limited (“Chuang”). We believe that we have established a good relationship
      with our manufacturer and believe that, absent unusual circumstances affecting
      the supply of materials or the demand on manufacturing time, the supply of
      regalia will be available according to our needs. We do not currently maintain
      a
      long-term purchase contract with our manufacturer and operate principally on
      a
      purchase order basis.




Our
      President and Director, Mr. Johnny Lee, works with Chuang on the design features
      of our academic regalia and inspects the fabrics and finished goods prior to
      their shipment to North America. While Mr. Johnny Lee does not have any
      technical or engineering experience in fabric design or quality control, his
      presence in China acting as a liaison between us and our manufacturer greatly
      ensures that at our products are made to our needs and
      specifications.




As
      of
      March 31, 2005, we received our first test shipment of 1,131 sets of gowns,
      stoles, caps and year dates from our manufacturer in China, pursuant to a
      purchase order agreement dated December 14, 2004. We have through Artona Group
      rented our products out to the three high schools in Vancouver, B.C., Canada.
      Revenues generated were not significant as we were testing our product in our
      initial year of operations. It was agreed on by both us and Artona Group that
      no
      more than three schools would be pursued for the initial year of operations
      (2005 graduation year). This action has been initiated to:




§
            Test
                the timeliness and deliverability of goods shipped from manufacturers
                in
                China.




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§
            Test
                the viability of our products in the target market.




§
            Test
                our administrative procedures, delivery and recovery dealings, and
                cleaning of product after each use.




On
      June
      15, 2005, we entered into an agreement to supersede the May 31, 2004 agreement,
      whereby Artona Group agreed to purchase and/or rent additional quantities of
      regalia over the next four years exclusively from us. The agreement provides
      for, among other things, the following:




§
            Artona
                Group will place an order of 1,500 regalia from us upon execution
                of the
                agreement;




§
            We
                agree to deliver the order of 1,500 regalia no later than March 31,
                2006;




§
            All
                of the 1,500 gowns ordered are in black color inclusive of cap, tassel,
                and year date in gold for 2006;




§
            Our
                cost of the order is set at USD$29.50 per regalia delivered, inclusive
                of
                gown, cap, tassel and year date;




§
            Artona
                Group will purchase or rent no less than 6,000 units of regalia
                exclusively from us over the next four years. The base price will
                be
                determined at the time of order;




§
            For
                purposes of calculating the sharing of the rental profits, both parties
                agree as follows:




1.
            For
                rental in British Columbia, both parties will share profits of 50%
                each
                after direct costs; and




2.
            All
                other areas outside of British Columbia, 60% of profits will go to
                us and
                the remaining 40% of profits will go to Artona Group after direct
                costs;




§
            Artona
                Group will provide advisory support and assistance in identifying
                other
                similar photography studios in North America for the marketing of
                our
                products; and




§
            Both
                parties shall have the right to terminate the agreement upon mutual
                agreement.




In
      order
      to fulfill our end of the June 15, 2005 agreement with Artona Group, on December
      2, 2005, we entered into a purchase order agreement with Chuang for 1,500
      graduation gowns, together with caps, stoles and year dates for the Spring
      2006
      graduation year.




Following
      the reporting period, in early April 2006, Chuang executed our purchase order
      and we received our second shipment of graduation regalia, a portion of which
      was rented to Artona Group for the 2006 graduation season. In order to improve
      the quality of our products, we had Chuang treat our graduation regalia with
      “Nanoproc,” a nanotechnology treatment that provides the following benefits to
      the manufactured materials:




§
            Water,
                Oil and Liquid Repellency




§
            Wrinkle
                Resistance




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§
            Anti-Bacteria




§
            Anti-static




§
            Odor
                Reduction




§
            Maintain
                Air Permeability




In
      the
      two shipments we received from our manufacturer, we have not encountered any
      major delays or problems in dealing with Artona Group, nor did we receive any
      negative feedback from Artona Group as to the quality of our products. This
      does
      not imply, however, that we will not face any problems in our future endeavors.
      If Artona Group does not continue ordering our products or if we are unable
      to
      find alternative outlets in which to introduce our products to the consuming
      public, our business will fail.




Future
      orders may proceed in like manner to that described above, or we may sell
      academic regalia as contemplated under the agreement. Our decision to sell
      the
      academic regalia as opposed to renting the merchandise is dependent upon Artona
      Group’s ability to find an end consumer and achieve a profit margin that will
      mutually benefit us and Artona Group.




**Competition**




The
      academic regalia industry is intensely competitive and fragmented. We compete
      against other small companies similar to ours, large companies that have similar
      business strategies, large marketing companies, and importers and distributors
      that sell products similar to/or competitive with ours. Examples of companies
      with whom we compete include Jostens, Inc., Gaspard & Sons, Traditions USA,
      Trim and Tassel, and Saxon Uniform Network, Inc.




Our
      vision is to market quality, yet affordable academic regalia. We believe that
      our competitive strengths consist of the detailing of the design, the quality
      of
      the regalia, and the competitive pricing we offer to our customers.




**Business
      and Marketing Strategy**




Our
      company will focus on developing brand recognition by marketing our products
      to
      photography studios and/or photographers that already have a strong and stable
      market penetration, and partnering with these businesses in order to strengthen
      our market hold.





In
      the
      first year of operations, we entered into an Agreement with Artona Group through
      which we hope to generate greater interest and product awareness. Following
      the
      pilot year of operations, we began identifying other comparable companies that
      possess working relationships with high schools in order to distribute our
      products for the upcoming graduation seasons, and to
      engage
      in distribution of our academic regalia throughout other Canadian provinces
      and
      into the US. We have been concentrating our marketing efforts in a joint effort
      with Artona Group and hope to establish agreements with several entities for
      future shipments in these areas.




We
      will
      seek new customers who have a long-standing history of reputation and service
      within their business community, and who we think might purchase and/or rent
      academic regalia as a




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value-added
      service to their existing business. Once we are established in the marketplace
      for service and quality, we may then decide to approach academic institutions
      and students directly as purchasers of regalia. Our
      vision is to market quality, yet affordable academic regalia.





Promotional
      strategies include, but are not limited to:





§
            Branding
                of product to directly identify and build loyalty among distributors
                and
                end users of the product;





§
            Marketing
                collateral development for use by customers and other parties acting
                as
                distributors of regalia;





§
            Affiliation
                with Canadian and US professional photography and digital associations
                to
                provide a medium for identifying potential
                distributors;





§
            Participation
                in trade shows related to the regalia, photography and digital imaging
                industries to provide a venue for identifying potential distributors.
                Research will be conducted to identify trade shows where the target
                markets participate directly; and





§
            Anticipated
                creation of a website that will promote regalia products, solicit
                e-commerce, supervise supply chain management and manage distributor
                relations.




**Supply
      and Manufacturing Strategy**




We
      outsource all of the manufacturing to our manufacturer, Chuang, on an
      order-by-order basis. We do not currently have any long-term agreements in
      place
      for the supply of our fabric, thread or other raw materials. Chuang supplies
      us
      with all of the materials and also manufactures our academic regalia for us
      according to our design specifications. This has enabled us to manufacture
      our
      academic regalia without requiring a large amount of working capital. Mr. Lee
      inspects the fabrics and the finished goods prior to having them shipped as
      part
      of our Quality Control Program. We plan to continue to outsource most, if not
      all, of our production in this manner.




**Research
      and Development**




We
      did
      not incur any research and development expenditures in the fiscal years ended
      March 31, 2006 or 2005.




**Existing
      and Probable Governmental Regulation**




Our
      operations are subject to the effects of international trade agreements and
      regulations such as the North American Free Trade Agreement (NAFTA). We are
      also
      subject to regulation by the World Trade Organization. Generally, these
      international trade agreements benefit our business rather than burden it
      because they tend to reduce trade quotas, duties, taxes and similar impositions.
      However, these trade agreements may also impose restrictions that could have
      an
      adverse impact on our business by limiting the countries from whom we can
      purchase our fabric or other component materials, or limiting the countries
      where we might market and sell our products.




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Once
      we
      market our products in the United States, labeling and advertising of our
      products will be subject to regulation by the Federal Trade Commission. We
      believe that we are in substantial compliance with these
      regulations.




**Compliance
      with Environmental Laws**




We
      did
      not incur any costs in connection with the compliance with any federal, state,
      or local environmental laws.




**Employees**




We
      currently have no full-time employees. Our officers and directors of our company
      serve without compensation. However, Johnny Lee, President and a director of
      our
      company has entered into a Management Services Agreement with us dated May
      1,
      2004. We hired Mr. Lee as a consultant/liaison, as he has local knowledge of
      the
      manufacturing industry in China, where our products are manufactured. Mr. Lee
      inspects the fabrics and the finished goods prior to having them shipped as
      part
      of our quality control program. Mr. Lee received a monthly consulting fee of
      $2,500 through the end of April 30, 2005. On May 1, 2005, we extended the
      management agreement with Mr. Lee for another 12 months ending April 30, 2006,
      but by mutual consent, the agreement has been suspended on June 29, 2005. Mr.
      Lee will continue to represent and work on our behalf performing the same
      functions as before suspension of the agreement, only without compensation
      until
      such time we have sufficient cash follow to compensate Mr. Lee.




**Item
      2. Description of Property**




Our
      office is located at 353 West 7th Avenue, Vancouver, British Columbia, Canada,
      V5Y 1M2. We are provided approximately 300 square feet of office space by Artona
      Group free, without charge or any written lease agreement.




**Item
      3. Legal Proceedings**




We
      are
      not a party to any pending legal proceeding. We are not aware of any pending
      legal proceeding to which any of our officers, directors, or any beneficial
      holders of 5% or more of our voting securities are adverse to us or have a
      material interest adverse to us.




**Item
      4. Submission of Matters to a Vote of Security
      Holders**




No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the fourth quarter of the fiscal
      year ended March 31, 2006.


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**PART
      II**




**Item
      5. Market for Common Equity and Related Stockholder
      Matters**




**Market
      Information**




There
      is
      currently no public trading market for our common stock. We are in the process
      of making an application for trading of our common stock on the NASD over the
      counter bulletin board. We can provide no assurance that our shares will be
      traded on the bulletin board, or if traded, that a public market will
      materialize.




**Penny
      Stock**




The
      Securities Exchange Commission has adopted rules that regulate broker-dealer
      practices in connection with transactions in penny stocks. Penny stocks are
      generally equity securities with a price of less than $5.00, other than
      securities registered on certain national securities exchanges or quoted on
      the
      NASDAQ system, provided that current price and volume information with respect
      to transactions in such securities is provided by the exchange or system. The
      penny stock rules require a broker-dealer, prior to a transaction in a penny
      stock, to deliver a standardized risk disclosure document prepared by the
      Commission, that: (a) contains a description of the nature and level of risk
      in
      the market for penny stocks in both public offerings and secondary trading;
      (b)
      contains a description of the broker's or dealer's duties to the customer and
      of
      he rights and remedies available to the customer with respect to a violation
      to
      such duties or other requirements of Securities' laws; (c) contains a brief,
      clear, narrative description of a dealer market, including bid and ask prices
      for penny stocks and the significance of the spread between the bid and ask
      price;(d) contains a toll-free telephone number for inquiries on disciplinary
      actions; (e) defines significant terms in the disclosure document or in the
      conduct of trading in penny stocks; and; (f) contains such other information
      and
      is in such form, including language, type, size and format, as the Commission
      shall require by rule or regulation.





The
      broker-dealer also must provide, prior to effecting any transaction in a penny
      stock, the customer with; (a) bid and offer quotations for the penny stock;
      (b)
      the compensation of the broker-dealer and its salesperson in the transaction;
      (c) the number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market for
      such stock; and (d) a 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 prior to a transaction in a penny
      stock not otherwise exempt from those rules, the broker-dealer must make a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser's written acknowledgment of the receipt
      of a risk disclosure statement, a written agreement to transactions involving
      penny stocks, and a signed and dated copy of a written suitability
      statement.





These
      disclosure requirements may have the effect of reducing the trading activity
      in
      the secondary market for our stock if it becomes subject to these penny stock
      rules. Therefore,




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because
      our common stock is subject to the penny stock rules, stockholders may have
      difficulty selling those securities.





None
      of
      our common stock is subject to outstanding options or rights to purchase nor
      do
      we have any securities that are convertible into our common stock. We do not
      presently have in effect employee stock options or benefit plans that would
      involve issuing additional shares of our common stock. In addition, we have
      no
      shares authorized for issuance under any equity compensation plan.





**Holders
      of Our Common Stock**





As
      of May
      31, 2006, we had approximately 37 holders of record of our common stock with
      9,000,000 shares issued and outstanding.





**Dividends**





There
      are
      no restrictions in our articles of incorporation or bylaws that restrict us
      from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:




1.
            We
                would not be able to pay our debts as they become due in the usual
                course
                of business; or




2.
            Our
                total assets would be less than the sum of our total liabilities,
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution




**Recent
      Sales of Unregistered Securities**




On
      May
      24, 2004, we sold an aggregate of 2,600,000 shares of our common stock at $0.001
      per share for aggregate gross proceeds of $2,600 (2,000,000 shares to a director
      and officer, and 600,000 shares each to two other shareholders).





On
      June
      10, 2005, we sold and aggregate of another 2,400,000 shares of our common stock
      at $.001 per share in settlement of $2,400 of debt and recorded a non cash
      charges of $ 57,600 for management compensation to reflect the fair value of
      the
      common stock issued (2,000,000 shares to one director and officer, and 400,000
      shares to the other director and officer).





Subsequently,
      on June 18, 2005, we further sold another 4,000,000 shares of our common stock
      at $0.025 per share for aggregate gross proceeds of $100,000 to 33 shareholders.





All
      37
      shareholders (including the 2 officers and directors) are non-U.S. person in
      an
      offshore transaction relying on the exemption from the registration requirements
      of the Securities Act of 1933 provided by Regulation S and/or Section 4(2)
      of
      the Securities Act.





Each
      purchaser represented to us that he was a non-US person as defined in Regulation
      S. We did not engage in a distribution of this offering in the United States.
      Each purchaser represented his intention to acquire the securities for
      investment only and not with a view toward




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distribution.
      We requested our stock transfer agent to affix appropriate legends to the stock
      certificate issued to each purchaser in accordance with Regulation S and the
      transfer agent affixed the appropriate legends. Each investor was given adequate
      access to sufficient information about us to make an informed investment
      decision. None of the securities were sold through an underwriter and
      accordingly, there were no underwriting discounts or commissions involved.





Pursuant
      to the terms of the subscription agreements used in the May 24, 2004 and June
      18, 2005 private placements, we are required to register 4,600,000 shares
      belonging to non-affiliates. In the subscription agreements, we agreed to use
      our best efforts, at our sole cost and expense, to file a registration statement
      with the U.S. Securities and Exchange. All sales of our stock were made in
      U.S.
      currency. No commissions or underwriting discounts were employed.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





We
      have
      no securities authorized for issuance under any equity compensation
      plans.




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**Item
      6. Plan of Operation**




**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Actual
      results may differ materially from those included in the forward-looking
      statements. The Company intends such forward-looking statements to be covered
      by
      the safe-harbor provisions for forward-looking statements contained in the
      Private Securities Litigation Reform Act of 1995, and is including this
      statement for purposes of complying with those safe-harbor provisions.
      Forward-looking statements, which are based on certain assumptions and describe
      future plans, strategies and expectations of management are generally
      identifiable by use of the words “believe,” “expect,” “intend,”
“anticipate,” “estimate,” “project,” “prospects,” or similar expressions. The
      Company’s ability to predict results or the actual effect of future plans or
      strategies is inherently uncertain. Factors which could have a material adverse
      affect on the operations and future prospects of the Company on a consolidated
      basis include, but are not limited to: changes in economic conditions,
      legislative/regulatory changes, availability of capital, interest rates,
      competition, significant restructuring activities, and generally accepted
      accounting principles. These risks and uncertainties should be considered in
      evaluating forward-looking statements and undue reliance should not be placed
      on
      such statements. Further information concerning the Company and its business,
      including additional factors that could materially affect the Company’s
      financial results, is included herein and in the Company’s other filings with
      the SEC.





**Financing**





There
      is
      no significant historical financial information about us upon which to base
      an
      evaluation of our performance as a corporation involved in the business of
      academic regalia. We are a development stage corporation and have not generated
      any significant revenue to date from our activities. In order to meet our
      long-term needs, we must raise cash from other sources or successfully generate
      enough revenue to stay in business. Notwithstanding, in the short-term, various
      shareholders have made loans to us (See Section on “Certain Relationships and
      Related Transactions” in this Annual Report), and we believe this infusion of
      capital will allow us to remain operational in the next twelve months. We also
      believe our cash reserves are sufficient to pay for the legal and accounting
      expenses of complying with our obligations as a reporting issuer under the
      Securities Exchange Act of 1934. Accordingly, as of the date of this Annual
      Report, we believe we will not be required to raise additional capital during
      the next twelve months.





Should
      our market share increase and it is economically feasible to continue operating,
      we will attempt to raise additional money through a subsequent private
      placement, public offering or through loans. We have discussed this matter
      with
      our officers and directors, however, our officers and directors are unwilling
      to
      make any commitments to loan us any additional money if and when the need
      arises. At the present time, we have not made any arrangements to raise
      additional cash. If we need additional cash and cannot raise it we will either
      be required to suspend activities until we do raise the cash, or cease activity
      entirely.




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**Expenses**





The
      following are expenses we estimate to incur in the next twelve
      months.





**Expense
                Item**
            **Estimated
                Annual Amount**Bank
                Charges
            $120.00Legal
            18,000.00Accounting
            10,000.00Travel
                Expenses
            8,000.00Office
                Expenses
            3,600.00Delivery/Shipping
            7,000.00Brokerage
                + Taxes
            3,000.00Filing
                Fees
            300.00




Our
      first
      test shipment produced little revenue compared to our expenses. We believe
      that
      we will continue to incur operating expenses above our revenue stream in the
      foreseeable future. Our general operating overhead is expected to be consistent
      in the upcoming year, with the exception of professional fees which will
      increase as we fulfill our reporting requirements with the Securities and
      Exchange Commission. As a result of continuing losses, we may exhaust all of
      our
      resources and be unable to achieve profitability. Our accumulated deficit will
      continue to increase as we continue to incur losses.





We
      may
      not be able to earn profits or continue operations if we are unable to generate
      significant revenues from our business activities.





**Employees**





We
      do not
      intend to hire any employees at this time, nor do we intend to do so in the
      next
      twelve months. Aside from the Management Services Agreement established with
      Mr.
      Johnny Lee, which at this present time is suspended, our officers and directors
      of our company serve without compensation.





**Research
      and Development**





We
      do not
      currently have a formal research and development effort but we plan to continue
      to develop new products.





**Financial
      Condition and Liquidity**





Our
      financial statements contained herein have been prepared on a going concern
      basis, which assumes that we will be able to realize our assets and discharge
      our obligations in the normal course of business. We incurred an accumulated
      net
      loss of $175,562 from inception to March 31, 2006. To date, we have no
      significant revenues.





Assets
      and Liabilities





Our
      total
      assets as of March 31, 2006 were $124,646, consisting of cash in the amount
      of
      $67,400, expense advances in the amount of $2,771, prepaid expenses and deposits
      in the




12
 Table
          of Contents




amount
      of
      $35,000, and rental assets in the amount of $19,415. Our total liabilities
      as of
      March 31, 2006 were $126,151, consisting of accounts payable and accrued
      expenses in the amount of $8,751 and shareholder advances in the amount of
      $117,400.





Results
      of Operations for the Year Ended March 31, 2006





We
      have
      not earned significant revenues since our inception in April 2, 2004.





We
      incurred operating expenses in the amount of $155,886 from inception to the
      year
      ended March 31, 2006, compared to operating expenses of $45,628 for same period
      ended March 31, 2005. The substantial increase of $110,258 in operating expenses
      for the year ended March 31, 2006 was primarily attributable to legal and
      accounting expenditures used in connection with our public offering and
      application for trading of our common stock on the NASD over the counter
      bulletin board and non cash charges for management compensation to reflect
      the
      fair value of the common stock issued to Messrs. Johnny Lee and David
      Ho.





We
      incurred a net loss of $175,562 from inception to the year ended March 31,
      2006,
      compared to a net loss of $47,693 for same period ended March 31, 2005. Our
      losses from inception to the year ended March 31, 2006 and in the same period
      ended March 31, 2005 are mostly attributable to operating expenses.





Liquidity
      and Capital Resources





We
      had a
      working capital deficit of $20,920 as of March 31, 2006. However, a large
      portion of our liabilities that contributes to our working capital deficient
      comes from shareholder advances, which are only payable upon 15 months notice.
      Thus, we believe current cash reserves are sufficient for the next twelve
      months. Nevertheless, our capital resources are limited. We currently do not,
      and will not, generate significant revenue from activities, and to date have
      relied on the sale of equity and related party loans for cash required for
      our
      activities. We have no external sources of liquidity in the form of credit
      lines
      from banks. No investment banking agreements are in place and there is no
      guarantee that we will be able to raise capital in the future should that become
      necessary. We have not attained profitable operations and are dependent upon
      obtaining financing to complete our business plan. For these reasons, our
      auditors have stated in their report that they have substantial doubt about
      our
      ability to continue as a going concern.





Off
      Balance Sheet Arrangements





As
      of May
      31, 2006, we have no significant off-balance sheet arrangements that have or
      are
      reasonably likely to have a current or future effect on our financial condition,
      changes in financial condition, revenues or expenses, results of operations,
      liquidity, capital expenditures or capital resources that is material to
      stockholders.





**Critical
      Accounting Policies**





Our
      discussion and analysis of financial condition and results of operations,
      including the discussion on liquidity and capital resources, are based upon
      our
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United




13
 Table
          of Contents




States.
      The preparation of these financial statements requires us to make estimates
      and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure of contingent assets and liabilities. On an
      ongoing basis, management re-evaluates its estimates and judgments.





The
      going
      concern basis of presentation assumes we will continue in operation throughout
      the next fiscal year and into the foreseeable future and will be able to realize
      its assets and discharge its liabilities and commitments in the normal course
      of
      business. Certain conditions, discussed below, currently exist which raise
      substantial doubt upon the validity of this assumption. The financial statements
      do not include any adjustments that might result from the outcome of the
      uncertainty.





We
      recognize revenue when persuasive evidence of an arrangement exists, delivery
      has occurred, the sales is price is fixed or determinable and collectibility
      is
      probable. These criteria are generally met at the time the gown rental service
      is complete and for product sales generally at the time product is shipped.
      Shipping and handling costs are included in cost of good sold.




We
      purchase and own the rental assets consisting of gowns, caps and other
      miscellaneous items. The rental assets are rented to Artona Group which in-turn
      will rent the items to various customers. Our agreement with Artona Group sets
      our revenue from Artona Group rentals as a percent of Artona Group’s profits
      from rentals. We are to receive 50% of net profits for rentals in British
      Columbia and 40% of net profits for rentals outside of British Columbia. The
      net
      profit will be calculated as total rental income less any direct cost such
      as
      cleaning, labor, repairs or delivery. Artona Group will invoice and collect
      from
      their rental customers as well as pay any direct cost. If a situation should
      arise where direct cost exceeds rental income, we have agreed to reimburse
      Artona Group 100% of the overage. Artona Group will notify us of our portion
      or
      profits or cost overage upon the completion of the rental process. We will
      keep
      track of how many assets are given to Artona Group for rental as a way to track
      expected revenues based on estimates. We will record revenue and related cost
      at
      the time they are notified by Artona Group of there amount of profits to be
      received. Not until that point will the revenue or cost be fixed or determinable
      or reasonably collectible.




14
 Table
          of Contents




**Item
      7. Financial Statements**




Index
      to
      Financial Statements:




**Audited
                Financial Statements:**F-1
            Report
                of Independent Registered Public Accounting
                Firm;F-2
            Balance
                Sheets as of March 31, 2006 and
                2005;F-3
            Statements
                of Operations - Year ended March 31, 2006 and
                period from April 2, 2004 (Inception) to March 31, 2005 and
                2006;F-4
            Statements
                of Stockholders’ Equity (Deficit) for period from
                April 2, 2004 (Inception) through March 31, 2006;F-5
            Statements
                of Cash Flows - Year ended March 31, 2006 and
                period from April 2, 2004 (Inception) to March 31, 2005 and 2006;
                andF-6
            Notes
                to the Financial
                Statements




15
 Table
          of Contents




REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM
 
 To
        the
        Board of Directors
 Amerasia
        Khan Enterprises Ltd.
 (A
        Development Stage Company)
 Vancouver
        BC, Canada
 
 We
        have
        audited the accompanying balance sheets of Amerasia Khan Enterprises Ltd.
        (“Amerasia”) as of March 31, 2006 and 2005, and the related statements of
        operations, stockholders’ equity (deficit), and cash flows for the year ended
        March 31, 2006 and the periods from April 2, 2004 (Inception) through March
        31,
        2005 and 2006. 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 audits.
 
 We
        conducted our audits 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. 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 audits provide 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 Amerasia as of March 31, 2006
        and
        2005, and the results of its operations and its cash flows for the year ended
        March 31, 2006 and the periods from April 2, 2004 (Inception) through March
        31,
        2005 and 2006, in conformity with accounting principles generally accepted
        in
        the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that Amerasia
        will
        continue as a going concern. As discussed in Note 2 to the financial statements,
        Amerasia has incurred losses from inception through March 31, 2006 totaling
        $175,562. Amerasia will require additional working capital to develop its
        business until Amerasia either (1) achieves a level of revenues adequate
        to
        generate sufficient cash flows from operations; or (2) obtains additional
        financing necessary to support its working capital requirements. These
        conditions raise substantial doubt about Amerasia’s ability to continue as a
        going concern. Management's plans in regard to this matter are also described
        in
        Note 2. The accompanying financial statements do not include any adjustments
        that might result from the outcome of these uncertainties.
 
 
 Lopez,
        Blevins, Bork & Associates, LLP
 Houston,
        Texas
 
 June
        26,
        2006


F-1
 Table
          of Contents





**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEETS**





March
                31,
              2006
            
            
            March
                31,
              2005ASSETSCurrent
                assetsCash
            $
            67,460
            
            $
            60,062Expense
                advances - related party
            
            2,771
            
            
            -Prepaid
                expenses and deposits
            
            35,000
            
            
            -Total
                current assets
            
            105,231
            
            
            60,062Rental
                assets, net
            
            19,415
            
            
            23,266TOTAL
                ASSETS
            $
            124,646
            
            $
            83,328LIABILITIES
                AND STOCKHOLDERS’ DEFICITCurrent
                liabilitiesAccounts
                payable and accrued expenses
            $
            8,751
            
            $
            8,956Stockholder
                advances
            
            117,400
            
            
            117,400Total
                current liabilities
            
            126,151
            
            
            126,356STOCKHOLDERS’
                DEFICIT:Common
                stock, $.001 par value, 50,000,000 shares authorized, 9,000,000 shares
                issued and outstanding
            
            9,000
            
            
            2,600Additional
                paid in capital
            
            165,057
            
            
            2,065Deficit
                accumulated during the development stage
            
            (175,562)
            
            
            (47,693)Total
                Stockholders’ Deficit
            
            (1,505)
            
            
            (43,028)TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            $
            124,646
            
            $
            83,328






*See
      accompanying notes to financial statements.*




F-2
 Table
          of Contents




**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**


**Year
      ended March 31, 2006**


**and
      period from April 2, 2004 (Inception) to March 31, 2005 and
      2006**




Year
                ended
                March
                  31,
                2006
              
              
              Inception
                through
                March
                  31,
                2005
              
              
              Inception
                Through
                March
                  31,
                2006,Rental
                  revenue
              $
              7,548
              
              $
              -
              
              $
              7,548Gown
                  rental expense
              
              (8,416)
              
              
              -
              
              
              (8,416)Depreciation
              
              (7,351)
              
              
              -
              
              
              (7,351)Gross
                  margin
              
              (8,219)
              
              
              -
              
              
              (8,219)General
                  and administrative expenses:Professional
                  fees
              
              36,519
              
              
              4,201
              
              
              40,720Compensation
                  - related party
              
              67,600
              
              
              25,000
              
              
              92,600Other
                  general and administrative
              
              6,139
              
              
              16,427
              
              
              22,566Total
                  general and administrative
              
              110,258
              
              
              45,628
              
              
              155,886Operating
                  loss
              
              (118,477)
              
              
              (45,628)
              
              
              (164,105)Interest
                  expense
              
              (9,392)
              
              
              (2,065)
              
              
              (11,457)Net
                  loss
              $
              (127,869)
              
              $
              (47,693)
              
              $
              (175,562)Net
                  loss per share:Basic
                  and diluted
              $
              (0.02)
              
              $
              (0.02)Weighted
                  average shares outstanding:Basic
                  and diluted
              
              7,400,000
              
              
              2,600,000






*See
      accompanying notes to financial statements.*





F-3





****AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIT)**


**Period
      from April 2, 2004 (Inception) through March 31, 2006**








Additional
            
            
            Deficit
              accumulated
              during
                theCommon
                stock
            paid-in
            
            
            developmentShares
            
            
            Amount
            
            
            capital
            
            
            stage
            
            
            TotalIssuance
                of common stock
              for
                cash to founders
            
            2,600,000
            
            $
            2,600
            
            $
            -
            
            $
            -
            
            $
            2,600Imputed
                interest
            
            -
            
            
            -
            
            
            2,065
            
            
            -
            
            
            2,065Net
                loss for the period
            
            -
            
            
            -
            
            
            -
            
            
            (47,693)
            
            
            (47,693)Balance,
                March 31, 2005
            
            2,600,000
            
            
            2,600
            
            
            2,065
            
            
            (47,693)
            
            
            (43,028)Issuance
                of common stock for cash at $.025
            
            4
                ,000,000
            
            
            4,000
            
            
            96,000
            
            
            -
            
            
            100,000Issuance
                of common stock for cash to directors at $.001 for settlement of
                debt and
                compensation
            
            2,400,000
            
            
            2,400
            
            
            57,600
            
            
            -
            
            
            60,000Imputed
                interest
            
            -
            
            
            -
            
            
            9,392
            
            
            -
            
            
            9,392Net
                loss for the period
            
            
            
            
            -
            
            
            -
            
            
            (127,869)
            
            
            (127,869)Balance,
                March 31, 2006
            
            9,000,000
            
            $
            9,000
            
            $
            165,057
            
            $
            (175,562)
            
            $
            (1,505)







*See
      accompanying notes to financial statements.*





F-4





**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**


**Year
      Ended March 31, 2006**


**and
      Period from April 2, 2004 ( Inception) to March 31, 2005 and
      2006**








Year
                ended March 31, 2006
            
            
            Inception
                through
              March
                31,
              2005
            
            
            Inception
                through
              March
                31,
              2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            $
            (127,869)
            
            $
            (47,693)
            
            $
            (175,562)Adjustments
                to reconcile net loss to
              Cash
                used by operating activities:Depreciation
            
            7,351
            
            
            -
            
            
            7,351Imputed
                interest on stockholder advances
            
            9,392
            
            
            2,065
            
            
            11,457Non-cash
                management compensation
            
            57,600
            
            
            -
            
            
            57,600Change
                in non-cash working capital items
              Accounts
                payable
            
            2,195
            
            
            8,956
            
            
            11,151Expense
                advances
            
            (2,771)
            
            
            -
            
            
            (2,771)Prepaid
                expense and deposits
            
            (35,000)
            
            
            -
            
            
            (35,000)CASH
                FLOWS USED IN OPERATING ACTIVITIES
            
            (89,102)
            
            
            (36,672)
            
            
            (125,774)CASH
                FLOWS FROM INVESTING ACTIVITYPurchase
                of rental assets
            
            (3,500)
            
            
            (23,266)
            
            
            (26,766)CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from sale of common stock
            
            100,000
            
            
            2,600
            
            
            102,600Proceeds
                from stockholder advances
            
            -
            
            
            117,400
            
            
            117,400CASH
                FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            100,000
            
            
            120,000
            
            
            220,000NET
                INCREASE IN CASH
            
            7,398
            
            
            60,062
            
            
            67,460Cash,
                beginning of period
            
            60,062
            
            
            -
            
            
            -Cash,
                end of period
            $
            67,460
            
            $
            60,062
            
            $
            67,460SUPPLEMENTAL
                CASH FLOW
              INFORMATIONInterest
                paid
            $
            -
            
            $
            -
            
            $
            -Income
                taxes paid
            $
            -
            
            $
            -
            
            $
            -NON
                CASH TRANSACTIONS:Issuance
                of stock for debt
            $
            2,400
            
            $
            -
            
            $
            2,400







*See
      accompanying notes to financial statements.*




F-5
 Table
          of Contents




**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**






NOTE
      1 -
      SUMMARY OF ACCOUNTING POLICIES





Nature
      of
      business.





Amerasia
      Khan Enterprises Ltd. (“Amerasia”) was incorporated in Nevada on April 2, 2004.
      Amerasia is a development stage company located in Vancouver, Canada which
      operates as a supplier of academia regalia for use in graduation ceremony
      events.





Rental
      Assets





Amerasia
      purchases gowns, stoles, caps, tassels and metal year date-tags for rental
      to
      graduation ceremony events. The Company’s rental assets have been capitalized
      and are being depreciated over their estimated useful lives on a straight line
      basis over a three year period.





Cash
      and
      Cash Equivalents





For
      the
      purposes of presenting cash flows, Amerasia considers all highly liquid
      investments with original maturities of three months or less to be cash
      equivalents.





Revenue
      Recognition





Amerasia
      recognizes revenue when persuasive evidence of an arrangement exists, delivery
      has occurred, the sales is price is fixed or determinable and collectibility
      is
      probable. These criteria are generally met at the time the gown rental service
      is complete and for product sales generally at the time product is shipped.
      Shipping and handling costs are included in cost of good sold.





Amerasia
      purchased and owns rental assets consisting of gowns, caps and other
      miscellaneous items. The rental assets will be rented to a third party, Artona
      Studios Inc., who will in-turn rent the items to various customers. The
      agreement sets Amerasia’s revenue from these rentals as a percent of profits
      from the third party’s rentals. Amerasia is to receive 50% of net profits for
      rentals in British Columbia and 40% of net profits for rentals outside of
      British Columbia. The net profit will be calculated as total rental income
      less
      any direct cost such as cleaning, labor, repairs or delivery. The third party
      will invoice and collect from their rental customers as well as pay any direct
      cost. If a situation should arise where direct costs exceed rental income
      Amerasia has agreed to reimburse 100% of the overage. Amerasia will be notified
      of their portion of profits or cost overage upon the completion of the rental
      process. Amerasia records revenue and related cost at the time they are notified
      by Artona of the amount of profits to be received. Not until that point will
      the
      revenue or cost be fixed or determinable or reasonably collectible.





Fair
      Value of Financial Instruments





The
      Company’s financial instruments consist of cash and cash equivalents and debt.
      The carrying amount of these financial instruments approximates fair value
      due
      either to length of maturity or interest rates that approximate prevailing
      market rates unless otherwise disclosed in these consolidated financial
      statements.




F-6
 Table
          of Contents




**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**





Income
      Taxes





Income
      taxes are computed using the asset and liability method. Under the asset and
      liability method, deferred income tax assets and liabilities are determined
      based on the differences between the financial reporting and tax bases of assets
      and liabilities and are measured using the currently enacted tax rates and
      laws.
      A valuation allowance is provided for the amount of deferred tax assets that,
      based on available evidence, are not expected to be realized.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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 date the financial statements and
      the
      reported amount of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.




Basic
      Loss Per Share





Basic
      loss per share has been calculated based on the weighted average number of
      shares of common stock outstanding during the period.





Recent
      Accounting Pronouncements





Amerasia
      does not expect the adoption of recently issued accounting pronouncements to
      have a significant impact on the Company’s results of operations, financial
      position or cash flow.




NOTE
      2 -
      GOING CONCERN





Amerasia
      Khan Enterprises Ltd. has a deficit accumulated during the development stage
      of
      $175,562 as of March 31, 2006. Amerasia’s financial statements are prepared
      using the generally accepted accounting principles applicable to a going
      concern, which contemplates the realization of assets and liquidation of
      liabilities in the normal course of business. However, Amerasia has limited
      revenue and has not achieved profitable operations. Without realization of
      additional capital, it would be unlikely for Amerasia to continue as a going
      concern. Amerasia's management plans on raising cash from public or private
      debt
      or equity financing, on an as needed basis and in the longer term, revenues
      from
      the development of planned operations as discussed in Note 1. Amerasia's ability
      to continue as a going concern is dependent on these additional cash financings,
      and, ultimately, upon achieving profitable operations through the development
      of
      operations.




F-7
 Table
          of Contents




**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**





NOTE
      3 -
      RENTAL ASSETS





Rental
      assets consist of the following at March 31, 2006 and 2005.





**2006**
            
            
            **2005**Rental assets
            $
            26,766
            
            $
            -Accumulated
              depreciation
            
            (7,351)
            
            
            -$
            19,415
            
            $
            -




The
      rental assets are being depreciated on a straight-line basis over their
      estimated useful life of three years.




NOTE
      4 -
      INCOME TAXES





For
      the
      period ended March 31, 2006, Amerasia has incurred net losses and, therefore,
      has no tax liability. The net deferred tax asset generated by the loss
      carry-forward has been fully reserved. The cumulative net operating loss
      carry-forward is approximately $175,000 at March 31, 2006, and will expire
      in
      the years 2025 and 2026.





The
      cumulative tax effect at the expected rate of 34% of significant items
      comprising our net deferred tax amount is as follows:





2006Deferred
                tax asset attributable to:Net
                operating loss carryover
            $
            59,000Valuation
                allowance
            
            (59,000)Net
                deferred tax asset
            $
            -




NOTE
      5 -
      COMMON STOCK





At
      inception, Amerasia issued 2,600,000 shares of stock to its founding
      shareholders for $2,600 cash.





During
      the year ended March 31, 2006, Amerasia issued 4,000,000 shares of stock
      pursuant to Regulation S of the United States Securities Act of 1933 for $
      100,000 cash or $.025 per share.





Also
      during the year ended March 31, 2006, Amerasia issued to directors 2,400,000
      shares of common stock at $.001 per share in settlement of $ 2,400 of debt
      and
      recorded a non cash charges of $ 57,600 for management compensation to reflect
      the fair value of the common stock issued.





F-8
 Table
          of Contents




**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**








NOTE
      6 -
      RELATED PARTY TRANSACTIONS





Shareholders
      of Amerasia have advances due from Amerasia of $117,400 at March 31, 2006 and
      2005. The advances are non-interest bearing and are due with 15 months notice.
      Amerasia has imputed interest at 8% or $9,392 and $2,065 for the years ended
      March 31, 2006 and 2005 respectively.





Amerasia
      paid management and consulting fees of $10,000 and $ 25,000 to a director of
      the
      Company for the years ended March 31, 2006 and 2005 respectively.




NOTE
      7 -
      COMMITMENTS





The
      company entered into a management services agreement with a director of the
      company whereby the company agrees to pay monthly consulting fees in the amount
      of $ 2,500 for the period from May 1, 2004 through April 30, 2005. The agreement
      was extended until April 30, 2006 but by mutual consent, the agreement was
      suspended on June 30, 2005. No amounts are owed under this agreement as of
      March
      31, 2006.




NOTE
      8 -
      MAJOR VENDORS AND CUSTOMERS





The
      Company currently purchases all of its rental assets from a single supplier,
      Chuang Yuan Garmet Accessory Co. Limited.





In
      addition, 100% of the Company’s revenue for the fiscal year ended March 31,
      2006, was generated from Amerasia’s contract with Artona Studios
      Inc.




F-9
 Table
          of Contents




**Item
      8. Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure**




No
      events
      occurred requiring disclosure under Item 304(b) of Regulation S-B.




**Item
      8A. Controls and Procedures**




We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of March 31, 2006. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer,
      Mr. Johnny Lee, and Chief Financial Officer, Mr. David Ho. Based upon that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that, as of March 31, 2006, our disclosure controls and procedures are of
      limited effectiveness. There have been no significant changes in our internal
      controls over financial reporting during the quarter ended March 31, 2006 that
      have materially affected or are reasonably likely to materially affect such
      controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods 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
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.




**Limitations
      on the Effectiveness of Internal Controls**




Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within the Company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may
      deteriorate.




16
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**Item
      8B. Other Information**




None.




**PART
      III**




**Item
      9. Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act**




The
      following information sets forth the names of our current directors and
      executive officers, their ages and present positions with our
      company.





**Name**
            **Age**
            **Position(s)
                and Office(s) Held**
            **Date
                First Elected or Appointed**Johnny
                Lee
              Block
                4, 11A Rhythm Garden,242 Choi Hung Road, Kowloon, Hong Kong
              Citizenship:
                China
            44
            President,
                Chief Executive Officer, Director
            April
                2, 2004David
                Ho
              1409
                Forbes Avenue
              North
                Vancouver, BC, Canada V7M 2Y2
              Citizenship:
                Canada
            49
            Secretary,
                Chief Financial Officer, Director
            April
                2, 2004





Set
      forth
      below is a brief description of the background and business experience of each
      of our current executive officers and directors.





**Johnny
      Lee** .
      Mr. Lee
      became our President and Director on April 2, 2004. He was appointed as Chief
      Executive Officer on April 02, 2004. Since 1992 to the present, Mr. Lee has
      been
      the Managing Director of Nanpong (Hing Kee) Corp. Ltd. in Hong Kong. From 1988
      to 1992, Mr. Lee was the Production Manager of O.K. Footwear Ltd. located in
      Hong Kong. In 1986, Mr. Lee obtained a B.B.A. from Simon Fraser University
      in
      Vancouver, British Columbia, Canada.





Mr.
      Lee
      was a director of Gilder Enterprises, Inc. (OTCBB: GDRE) from 2004 to
      2006.




**David
      Ho** .
      Mr. Ho
      became our Secretary and Treasurer and a Director on April 2, 2004. He was
      appointed as Chief Financial Officer on April 02, 2004. Since 1980 to the
      present, Mr. Ho has been the President of Apex Travel Ltd. in Vancouver, British
      Columbia, Canada. From 1980 to 1999, Mr. was the General Manager of L & L
      Developments Inc. In 1979, Mr. Ho obtained a degree in Computer/Math from the
      University of Manitoba, Manitoba, Canada.




17
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**Term
      of Office**




Our
      directors are appointed for a one-year term to hold office until the next annual
      meeting of shareholders and until his/her successor is elected and
      qualified.





Our
      executive officers are appointed by our Board of Directors (“Board”) for a
      one-year term to hold office until the next annual meeting of shareholders
      and
      until his/her successor is elected and qualified, or until removed by the
      Board.




**Significant
      Employees**




We
      do not
      currently have any significant employees aside from our directors and officers.




**Family
      Relationships**




There
      are
      no family relationships between or among the directors, executive officers
      or
      persons nominated or chosen by us to become directors or executive
      officers.




**Involvement
      in Certain Legal Proceedings**




To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to our present or former director, executive officer,
      or
      employee: (1) any bankruptcy petition filed by or against any business of which
      such person was a general partner or executive officer either at the time of
      the
      bankruptcy or within two years prior to that time; (2) any conviction in a
      criminal proceeding or being subject to a pending criminal proceeding (excluding
      traffic violations and other minor offenses); (3) being subject to any order,
      judgment or decree, not subsequently reversed, suspended or vacated, of any
      court of competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his or her involvement in any type of business,
      securities or banking activities; and (4) being found by a court of competent
      jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
      Commission to have violated a federal or state securities or commodities law,
      and the judgment has not been reversed, suspended or vacated.




**Audit
      Committee**




We
      do not
      have a separately-designated standing Audit Committee. The entire Board of
      Directors performs the functions of an Audit Committee, but no written charter
      governs the actions of the Board when performing the functions of what would
      generally be performed by an Audit Committee. The Board approves the selection
      of our independent accountants and meets and interacts with the independent
      accountants to discuss issues related to financial reporting. In addition,
      the
      Board reviews the scope and results of the audit with the independent
      accountants, reviews with management and the independent accountants our annual
      operating results, considers the adequacy of our internal accounting procedures,
      and considers other auditing and accounting matters including fees to be paid
      to
      the independent auditor and the performance of the independent
      auditor.




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We
      do not
      have an audit committee financial expert because of the
      size
      of our company and our board of directors at this time. We believe that we
      do
      not require an audit committee financial expert at this time because we retain
      outside consultants who possess these attributes.





For
      the
      fiscal year ending March 31, 2006, the Board:





1.
            Reviewed
                and discussed the audited financial statements with management,
                and





2.
            Reviewed
                and discussed the written disclosures and the letter from our independent
                auditors on the matters relating to the auditor's
                independence.





Based
      upon the Board’s review and discussion of the matters above, the Board
      authorized inclusion of the audited financial statements for the year ended
      March 31, 2006 to be included in this Annual Report on Form 10-KSB and filed
      with the SEC.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Our
      officers, directors and shareholders owning greater than ten percent of our
      shares are not required to comply with Section 16(a) of the Securities Exchange
      Act of 1934 because we do not have a class of securities registered under
      Section 12 of the Securities Exchange Act of 1934.




**Code
      of Ethics Disclosure**




As
      of
      March 31, 2006, we have not adopted a Code of Ethics for Financial Executives,
      which include our principal executive officer, principal financial officer,
      principal accounting officer or controller, or persons performing similar
      functions. We have begun the process of drafting a code of ethics which will
      be
      filed with the SEC upon its adoption by the board of directors.




**Item
      10. Executive Compensation**




The
      table
      below summarizes all compensation awarded to, earned by, or paid to our officers
      and directors for all services rendered in all capacities to us from inception
      in April 2, 2004 through fiscal year ended March 31, 2006.





Annual
                Compensation
            Long
                Term CompensationName
            Title
            Year
            Salary
              ($)
            Bonus
              ($)
            Other
                AnnualCompensation
              ($)
            Restricted
                Stock
              Awarded
              ($)
            Options/
              SARs
              (#)
            LTIP
              Payouts
              ($)
            All
                Other
              Compensation
              ($)Johnny
                Lee
            President
                and Chief Executive Officer
            2004
              2005
              2006
            Nil
              35,000
            Nil
              Nil
            Nil
              48,000(1)
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil




19
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Annual
                Compensation
            Long
                Term CompensationName
            Title
            Year
            Salary
              ($)
            Bonus
              ($)
            Other
                AnnualCompensation
              ($)
            Restricted
                Stock
              Awarded
              ($)
            Options/
              SARs
              (#)
            LTIP
              Payouts
              ($)
            All
                Other
              Compensation
              ($)


David
                Ho
            Secretary,
                Treasurer &
              Chief
                Financial Officer
            2004
              2005
              2006
            Nil
              Nil
            Nil
              Nil
            Nil
              9,600(1)
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil
            Nil
              Nil




(1)
            We
                issued 2,000,000 shares of common stock to Mr. Johnny Lee and 400,000
                shares of common stock to Mr. David Ho at $0.001 per share on June
                10,
                2005 in settlement of $2,400 of debt. The conversion rate of $0.001
                for
                these issuances was the price determined by considering both the
                stock
                price at the time and the great deal of time and effort our officers
                and
                directors expended in developing our business plan and establishing
                the
                contacts necessary to progress the company thus far. We recorded
                a non
                cash charge of $48,000 to Mr. Lee and $9,600 to Mr. Ho for management
                compensation to reflect the fair value of the common stock issued
                to
                Messrs. Lee and Ho.





There
      have been no grants of stock options since inception.




**Compensation
      to Directors**




We
      have
      no formal plan for compensating our Directors for their service in their
      capacity as Directors. Directors are entitled to reimbursement for reasonable
      travel and other out-of-pocket expenses incurred in connection with attendance
      at meetings of our Board. Our Board may award special remuneration to any
      Director undertaking any special services on our behalf other than services
      ordinarily required of a Director.




**Summary
      of Options Grants**




*Long-Term
      Incentive Plan - Awards in Most Recently Completed Fiscal Year*




We
      have
      no long-term incentive plans in place and therefore there were no awards made
      under any long-term incentive plan to any executive officers during our most
      recently completed fiscal year. A “Long-Term Incentive Plan” is a plan under
      which awards are made based on performance over a period of longer than one
      fiscal year, other than a plan for options, SARs (Stock Appreciation Rights)
      or
      restricted share compensation.





We
      have
      not adopted a formal stock option plan to provide stock-based incentive
      compensation to employees, consultants, directors and other
      advisors.




**Item
      11. Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters**




The
      following table sets forth, as of May 31, 2006, the beneficial ownership of
      our
      common stock by each executive officer and director, by each person known by
      us
      to beneficially own more than 5% of our common stock and by the executive
      officers and directors as a group.




20
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Except
      as
      otherwise indicated, all shares are owned directly and the percentage shown
      is
      based on 9,000,000 shares of common stock issued and outstanding on May 31,
      2006.




**Title
                of Class**
            **Name
                and Address of**
              **Beneficial
                Owners of**
              **Common
                Stock**
            **Amount
                and Nature of Beneficial Ownership**
            **%
                of Common Stock****Executive
                Officers & Directors**Common
                Stock
            Johnny
                Lee
              Director,
                President and Chief Executive Officer
              Block
                4, 11A, Rhythm Garden
              242
                Choi Hung Road, Kowloon
              Hong
                Kong, China
            4,000,000
            44.44%Common
                Stock
            David
                Ho
              Director,
                Secretary, Treasurer, and Chief Financial Officer
              1409
                Forbes Avenue
              North
                Vancouver, B.C. V7M 2Y2 Canada
            400,000
            4.44%**Total
                of All Directors and Executive Officers:**
            **4,400,000**
            **48.89%****More
                than 5% Beneficial Owners:**NONE
            5%
                SHAREHOLDERS
            NONE
            NONE




(1)
            As
                used in this table, "beneficial ownership" means the sole or shared
                power
                to vote, or to direct the voting of, a security, or the sole or shared
                investment power with respect to a security (i.e., the power to dispose
                of, or to direct the disposition of, a security). In addition, for
                purposes of this table, a person is deemed, as of any date, to have
                "beneficial ownership" of any security that such person has the right
                to
                acquire within 60 days after such
                date.




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**Item
      12. Certain Relationships and Related
      Transactions**




Except
      as
      disclosed below, none of our directors or executive officers, nor any proposed
      nominee for election as a director, nor any person who beneficially owns,
      directly or indirectly, shares carrying more than 5% of the voting rights
      attached to all of our outstanding shares, nor any members of the immediate
      family (including spouse, parents, children, siblings, and in-laws) of any
      of
      the foregoing persons has any material interest, direct or indirect, in any
      transaction over the last two years or in any presently proposed transaction
      which, in either case, has or will materially affect us.




1.
            Mr.
                Johnny Lee, an officer and director of our company, purchased 2,000,000
                and another 2,000,000 of our common shares on May 24, 2004 and on
                June 10,
                2005 at a price of $0.001 per share, respectively. The shares sold
                were in
                connection with loans that Mr. Lee had executed with us and agreed
                to
                convert the loans into shares of our
                company.




2.
            Mr.
                David Ho, an officer and director of our company, purchased 400,000
                of our
                common shares on June 10, 2005 at a price of $0.001 per share. The
                shares
                sold were in connection with a loan that Mr. Ho had executed with
                us and
                agreed to convert the loan into shares of our
                company.





The
      issuance of 2,000,000 shares to Mr. Johnny Lee and 400,000 shares to Mr. David
      Ho at $0.001 per share on June 10, 2005, as set forth above, were issued in
      settlement of $2,400 of debt. The conversion rate of $0.001 for the issuance
      of
      2,000,000 shares to Mr. Johnny Lee and 400,000 shares to Mr. David Ho was the
      price determined by considering both the stock price at the time and the great
      deal of time and effort our officers and directors expended in developing our
      business plan and establishing the contacts necessary to progress the company
      thus far. We recorded a non cash charge of $57,600 for management compensation
      to reflect the fair value of the common stock issued to Messrs. Lee and
      Ho.





The
      fair
      market value was derived from a June 18, 2005 private offering in which 33
      investors purchased our shares at a price of $0.025 per share. The determination
      of $0.025 per share in the June 18, 2005 offering was determined based on a
      number of factors, including the following: (1) subsequent to June 10, 2005,
      encouraging results from our initial rentals started to come in with the return
      of its regalia. This information can only be realized after the normal high
      school graduation period (from May to June of each year); (2) the Artona Group
      ordered an additional 1,500 regalia for the upcoming 2006 school year; (3)
      an
      agreement was signed with the Artona Group on June 15, 2005 for the minimum
      order of 6,000 regalia over the next 4 years; and (4) it was the price investors
      in the June 18, 2005 offering were willing to pay for our shares of common
      stock. It should be noted that there is no relationship between this price
      and
      our assets, earnings, book value or any other objective criteria of
      value.





None
      of
      the related parties are acting as a partnership, syndicate or other group for
      the purpose of acquiring, holding or disposing of the securities of the
      company.





We,
      however, have notes payable to several shareholders in the following
      manner:




22
 Table
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**Shareholder**
            **Loan
                Amount**
            **Date
                Loan Executed**
            **Terms
                & Conditions**Johnny
                Lee
            $8,000
              $40,000
            May
                20, 2004
              March
                15, 2005
            Unsecured,
                No interest; payable on demand; 15 months advance notice of
                repaymentTemuulen
                Ulziiburen
            $9,700
              $50,000
            May
                20, 2004
              March
                28, 2005
            Unsecured,
                No interest; payable on demand; 15 months advance notice of
                repaymentKam-Chang
                Hui
            $9,700
            May
                20, 2004
            Unsecured,
                No interest; payable on demand; 15 months advance notice of
                repayment





As
      shown
      above, our shareholders have advanced $117,400 in unsecured funds to the company
      as of March 31, 2006. The advances are non-interest bearing, payable on demand
      and are due within 15 months notice. (Although the advances do not bear
      interest, we have imputed a rate of 8% as a non-cash charge for GAAP
      purposes.)




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**Item
      13. Exhibits**




**Exhibit
                Number**
            **Description**3.1
            Articles
                of Incorporation, as amended(1)3.2
            By-laws,
                as amended(1)10.1
            Management
                Services Agreement dated May 1, 2004(1)10.2
            Extension
                of Management Services Agreement dated May 1, 2005(1)10.3
            Suspension
                of Management Services Agreement dated June 29, 2004(1)10.4
            Academic
                Regalia Purchase and Rental Agreement dated June 15, 2005(1)31.1
            Certification
                of Chief Executive Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of
                2002




1.
            Previously
                included as an exhibit to the registration statement filed on Form
                SB-2 on
                December 2, 2005.




24
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**Item
      14. Principal Accountant Fees and
      Services**




**Audit
      Fees**




The
      aggregate fees billed and unbilled by our auditors for professional services
      rendered in connection with a review of the financial statements included in
      our
      annual report on Form 10-QSB and the audit of our annual consolidated financial
      statements for the fiscal years ended March 31, 2006 and March 31, 2005 were
      approximately $16,390 and
      $4,200 respectively.




**Audit-Related
      Fees**




Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.




**Tax
      Fees**




The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and
      $0 for
      the
      fiscal years ended March 31, 2006, and 2005.




**All
      Other Fees**




The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting, for the fiscal
      years ended March 31, 2006, and 2005 were $0 and
      $0 respectively.




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**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**Amerasia
                Khan Enterprises Ltd.**By:
            /s/
                Johnny LeeJohnny
                LeeTitle:
            Chief
                Executive Officer, President, and DirectorDate:
            June
                29, 2006







In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





**Amerasia
                Khan Enterprises Ltd.**By:
            /s/
                David HoDavid
                HoTitle:
            Chief
                Financial Officer, Secretary , Treasurer and DirectorDate:
            June
                29, 2006