**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedDecember
                31, 2006[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period __________to__________Commission
                File Number:333-130084





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)
            (IRS
                Employer Identification No.)






353
                West 7th Avenue , Vancouver, British Columbia, Canada V5Y
                1M2(Address
                of principal executive offices)





604-723-6877(Issuer’s
                telephone number)_______________________________________________________________(Former
                name, former address and former fiscal year, if changed since last
                report)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 d uring
      the
      preceding 12
      months
      (or for such shorter period that the issuer was required to file such reports),
      and (2)
      has
      been subject to such filing requirements for the past
      90
      days [X] Yes [ ] No




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). [X] Yes [ ] No




State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 9,000,000 common shares as
      of
      December 31, 2006.




Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]





Table
          of Contents





EXPLANATORY
      NOTE





UNLESS
      SPECIFICALLY NOTED OTHERWISE, THE INFORMATION AND DISCUSSIONS CONTAINED IN
      THIS
      QUARTERLY REPORT ON FORM 10-QSB REFLECT THE FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS OF AMERASIA KHAN ENTERPRISES, INC. (“AMERASIA”) FOR THE PERIOD ENDED
      DECEMBER 31, 2006. SUBSEQUENT TO THE REPORTING PERIOD, ON FEBRUARY 8, 2007,
      AMERASIA COMPLETED A MERGER BETWEEN ITS WHOLLY OWNED SUBSIDIARY, SZC
      ACQUISITION, INC., A NEVADA CORPORATION, AND SHIELDZONE CORPORATION, A UTAH
      CORPORATION, AS DESCRIBED IN OUR CURRENT REPORT ON FORM 8-K FILED WITH THE
      COMMISSION ON FEBRUARY 9, 2007. SUCH REPORT ALSO INCLUDES A CURRENT DESCRIPTION
      OF OUR BUSINESS. AS A RESULT OF THE MERGER TRANSACTION, AMERASIA BECAME THE
      HOLDER OF ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK IN
      SHIELDZONE, RESULTING IN A PARENT / SUBSIDIARY RELATIONSHIP BETWEEN AMERASIA
      AND
      SHIELDZONE. EACH SHARE OF SHIELDZONE COMMON STOCK ISSUED AND OUSTANDING
      IMMEDIATELY PRIOR TO THE CLOSING OF THE MERGER WAS EXCHANGED FOR THE RIGHT
      TO
      RECEIVE ONE SHARE OF AMERASIA’S COMMON STOCK. IN CONNECTION WITH THE MERGER,
      CERTAIN CONVERTIBLE NOTES, ISSUED BY SHIELDZONE IN THE AGGREGATE PRINCIPAL
      AMOUNT OF $250,000, WERE CONVERTED BY AMERASIA AT AN EXERCISE PRICE OF $0.35
      INTO 714,286 SHARES OF AMERASIA’S COMMON STOCK.





IN
      CONNECTION WITH THE MERGER, WE ENTERED INTO A SALE, ASSIGNMENT, AND ASSUMPTION
      AGREEMENT (THE “SPINOUT AGREEMENT”) WITH MR. JOHNNY LEE. UNDER THE SPINOUT
      AGREEMENT, WE SOLD MR. LEE ALL OF OUR ASSETS AND HE ASSUMED ALL OF OUR
      LIABILITIES. UPON COMPLETION OF THE MERGER AND THE RELATED SPINOUT AGREEMENT,
      THE BUSINESS OF SHIELDZONE BECAME OUR ONLY BUSINESS.





AS
      A
      RESULT OF THE MERGER, OUR FISCAL YEAR END HAS CHANGED FROM MARCH 31 TO DECEMBER
      31. WE WILL THEREFORE FILE A SEPARATE ANNUAL REPORT ON FORM 10-KSB FOR THE
      FISCAL YEAR ENDING DECEMBER 31, 2006 RELATING TO SHIELDZONE’S FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS PURSUANT TO SECTION 15(D) OF THE EXCHANGE
      ACT.




2
 Table
          of Contents


TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1.
            Financial
                Statements
            3Item
                2.
            Plan
                of Operation
            4Item
                3.
            Controls
                and Procedures
            10PART
                II - OTHER INFORMATIONItem
                1.
            Legal
                Proceedings
            11Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            11Item
                3.
            Defaults
                Upon Senior Securities
            11Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            11Item
                5.
            Other
                Information
            11Item
                6.
            Exhibits
            11


3
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Unaudited
                Balance Sheet as of December 31,
                2006F-2
            UnauditedStatements
                of Operations for the three and nine months ended December 31, 2006
                and
                2005 and period from April 2, 2004 (Inception) through December 31,
                2006F-3
            Unaudited
                Statements of Cash Flows for the nine months ended
                December 31, 2006 and 2005 and period from April 2, 2004 (Inception)
                through December 31, 2006F-4
            Notes
                to Unaudited Financial
                Statements;








These
      unaudited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended December 31,
      2006
      are not necessarily indicative of the results that can be expected for the
      full
      year.


4
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          of Contents


**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
        DEVELOPMENT STAGE COMPANY)**
 **BALANCE
        SHEETS**
 
 December
                  31, 2006
              
              March
                  31, 2006ASSETS
              
              (unaudited)Current
                  assetsCash
              $
              2,387
              
              $
              67,460Accounts
                  receivable, net
              
              3,656
              
              
              -Expense
                  advances-related party
              
              30,000
              
              
              2,771Prepaid
                  expenses and deposits
              
              -
              
              
              35,000Total
                  current assets
              
              36,043
              
              
              105,231Rental
                  assets, net
              
              38,974
              
              
              19,415TOTAL
                  ASSETS
              $
              75,017
              
              $
              124,646LIABILITIES
                  AND STOCKHOLDERS’ DEFICITCurrent
                  liabilitiesAccounts
                  payable and accrued expenses
              $
              11,245
              
              $
              8,751Stockholder
                  advances
              
              117,400
              
              
              117,400Total
                  current liabilities
              
              128,645
              
              
              126,151STOCKHOLDERS’
                  DEFICIT:Common
                  stock, $.001 par value, 50,000,000 sharesauthorized,
                  9,000,000 shares issued and outstanding
              
              9,000
              
              
              9,000Additional
                  paid in capital
              
              172,101
              
              
              165,057Deficit
                  accumulated during the development stage
              
              (234,729)
              
              
              (175,562)Total
                  Stockholders’ Deficit
              
              (53,628)
              
              
              (1,505)TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT
              $
              75,017
              
              $
              124,646
 *See
        accompanying notes to financial statements.*


F-1
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          of Contents


**AMERASIA
      KHAN ENTERPRISES LTD.**


**(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
        OF OPERATIONS**
 **Three
        and Nine Months Ended December 31, 2006 and 2005**
 **and
        Period From April 2, 2004 (Inception) through December 31,
        2006**
 **(Unaudited** **)**
 
 Three
                  months ended
                December
                  31, 2006
              
              
              Three
                months
                ended
                December
                  31,
                2005
              
              
              Nine
                months
                ended
                December
                  31,
                2006
              
              
              Nine
                months
                ended
                December
                  31,
                2005
              
              
              Inception
                through
                December
                  31,
                2006Rental
                  revenue
              $
              ---
              
              $
              ---
              
              $
              7,773
              
              $
              7,548--
              
              $
              15,321Gown
                  rental expense
              
              -
              
              
              -
              
              
              (4,118)
              
              
              (8,416)
              
              
              (12,534)Depreciation
              
              (5,147)
              
              
              (2,229)
              
              
              (15,441)
              
              
              (5,201)
              
              
              (22,792)Gross
                  margin (loss)
              
              (5,147)
              
              
              (2,229)
              
              
              (11,786)
              
              
              (6,069)
              
              
              (20,005)General
                  and administrative expenses:Professional
                  fees
              
              8,389
              
              
              9,220
              
              
              36,032
              
              
              21,420
              
              
              76,752Compensation
              
              -
              
              
              -
              
              
              -
              
              
              67,600
              
              
              92,600Other
                  general and administrative
              
              2,295
              
              
              68
              
              
              4,305
              
              
              5,354
              
              
              26,871Total
                  General and Administrative
              
              10,684
              
              
              9,288
              
              
              40,337
              
              
              94,374
              
              
              196,223Operating
                  loss
              
              (15,831)
              
              
              (11,517)
              
              
              (52,123)
              
              
              (100,443)
              
              
              (216,228)Interest
                  expense
              
              (2,348)
              
              
              (2,348)
              
              
              (7,044)
              
              
              (7,044)
              
              
              (18,501)Net
                  loss
              $
              (18,179)
              
              $
              (13,865)
              
              $
              (59,167)
              
              $
              (107,487)
              
              $
              (234,729)Net
                  loss per share:Basic
                  and diluted
              $
              (0.00)
              
              $
              (0.00)
              
              $
              (0.01)
              
              $
              (0.02)Weighted
                  average shares outstanding:Basic
                  and diluted
              
              9,000,000
              
              
              9,000,000
              
              
              9,000,000
              
              
              6,866,666
 
 *See
        accompanying notes to financial statements*
 F-2
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            of Contents


**AMERASIA
        KHAN ENTERPRISES LTD.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **STATEMENTS
          OF CASH FLOWS**
 **Nine
          Months Ended December 31, 2006 and 2005**
 **and
          Period From April 2, 2004 (Inception) through December 31,
          2006**
 **(Unaudited)**
  Nine
                    months ended December 31, 2006
                
                Nine
                    months ended December 31, 2005
                
                Inception
                    through
                  December
                    31, 2006CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    loss
                $
                (59,167)
                
                $
                (107,487)
                
                $
                (234,729)Adjustments
                    to reconcile net loss tocash
                    used in operating activities:Depreciation
                
                15,441
                
                
                5,201
                
                
                22,792Non-cash
                    management compensation
                
                -
                
                
                57
                    ,600
                
                
                57,600Imputed
                    interest on stockholder advances
                
                7,044
                
                
                7,044
                
                
                18,501Change
                    in non-cash working capital itemsAccounts
                    receivable
                
                (3,656)
                
                
                -
                
                
                (3,656)Expense
                    advances-related party
                
                (27,229)
                
                
                
                
                
                -Prepaid
                    expenses and deposits
                
                -
                
                
                (15,000)
                
                
                (30,000)Accounts
                    payable
                
                2,494
                
                
                (2,870)
                
                
                13,645CASH
                    FLOWS USED IN OPERATING ACTIVITIES
                
                (65,073)
                
                
                (55,512)
                
                
                (155,847)CASH
                    FLOWS USED IN INVESTING ACTIVIESPurchase
                    of rental assets
                
                
                
                
                (3,500)
                
                
                (61,766)CASH
                    FLOWS FROM FINANCING ACTIVITIESProceeds
                    from sale of common stock
                
                -
                
                
                100,000
                
                
                102,600Proceeds
                    from stockholder advances
                
                -
                
                
                -
                
                
                117,400CASH
                    FLOWS PROVIDED BY FINANCING ACTIVITIES
                
                -
                
                
                100,000
                
                
                220,000NET
                    INCREASE (DECREASE) IN CASH
                
                (65,073)
                
                
                40,988
                
                
                2,387Cash,
                    beginning of period
                
                67,460
                
                
                60,062
                
                
                -Cash,
                    end of period
                $
                2,387
                
                $
                101,050
                
                $
                2,387SUPPLEMENTAL
                    CASH FLOWINFORMATIONInterest
                    paid
                $
                -
                
                $
                -
                
                $
                -Income
                    taxes paid
                $
                -
                
                $
                -
                
                $
                -NON
                    CASH TRANSACTIONS:Issuance
                    of stock for debt
                $
                -
                
                $
                2,400
                
                $
                2,400Issuance
                    of stock for compensation
                $
                -
                
                $
                57,600
                
                $
                57,600Application
                    of deposit to fixed assets
                $
                35,000
                
                $
                -
                
                $
                -
  *See
          accompanying notes to financial statements.*


F-3
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          of Contents


**AMERASIA
        KHAN ENTERPRISES LTD.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**
 (Unaudited)
 
 NOTE
        1 -
        BASIS OF PRESENTATION
 
 The
        accompanying unaudited interim financial statements of Amerasia Khan Enterprises
        Ltd. have been prepared in accordance with accounting principles generally
        accepted in the United States of America and the rules of the Securities
        and
        Exchange Commission (“SEC”), and should be read in conjunction with the audited
        financial statements and notes thereto contained in the Company’s registration
        statement filed with the SEC on Form 10KSB. In the opinion of management,
        all
        adjustments, consisting of normal recurring adjustments, necessary for a
        fair
        presentation of financial position and the results of operations for the
        interim
        periods presented have been reflected herein. The results of operations for
        interim periods are not necessarily indicative of the results to be expected
        for
        the full year. Notes to the financial statements which would substantially
        duplicate the disclosure contained in the audited financial statements for
        the
        most recent fiscal year March 31, 2006 as reported in Form 10KSB, have been
        omitted.
 
 NOTE
        2 -
        GOING CONCERN
 
 Amerasia
        Khan Enterprises Ltd. has a deficit accumulated during the development stage
        of
        $234,729 as of December 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 generating cash from public or private
        debt or equity financing, on an as needed basis, and in the longer term from
        operating revenues. Amerasia's ability to continue as a going concern is
        dependent on these additional cash financings, and, ultimately, upon achieving
        profitable operations.
  NOTE
        3 -
        RENTAL ASSETS
 
 Rental
        assets consist of the following at December 31, 2006 and March 31,
        2006.
  
 **December,**
                **2006**
              
              
              **March
                  31**
                **2006****(unaudited)**Rental
                assets
              $
              61,766
              
              $
              $26,766Accumulated
                depreciation
              
              (22,792)
              
              
              (7,351)$
              $38,974
              
              $
              19,415
  The
        rental assets are being depreciated on a straight-line basis over their
        estimated useful life of three years. Depreciation expense for the nine months
        ended December 31, 2006 and 2005 was $15,441 and $5,201,
        respectively.
  F-4
 Table
            of Contents
 **AMERASIA
        KHAN ENTERPRISES LTD.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO THE FINANCIAL STATEMENTS**
 (Unaudited)
 
 NOTE
        4 -
        RELATED PARTY TRANSACTIONS
 
 Shareholders
        of Amerasia have advances due from Amerasia of $117,400 at December 31, 2006.
        The advances are non-interest bearing and are due 15 months after receiving
        notice. As of December 31, 2006 notice has not been given. Amerasia has imputed
        interest at 8% or $7,044 and $2,348 (2005-$7,044 and $2,348) for the nine
        and
        three month periods ended December 31, 2006.
 
 NOTE
        5-
        SUBSEQUENT EVENT
 
 Subsequent
        to the reporting period, the Company entered into negotiations regarding
        a
        merger with ShieldZone Corp., a private Utah corporation. On January 31,
        2007,
        Amerasia formed a wholly-owned subsidiary, SZC Acquisition Corp., a Nevada
        corporation, for the purposes of participating in the contemplated merger.
        Currently, the Company is in advanced negotiations on an
        Agreement and Plan of Merger (the “Merger Agreement”) by and between Amerasia
        and the wholly owned subsidiary, SZC Acquisition Corp., a Nevada corporation
        (“Subsidiary”) on the one hand, and the shareholders of ShieldZone Corporation,
        a Utah corporation (“ShieldZone”) on the other hand. Pursuant to the
        contemplated Merger Agreement, Amerasia Khan Ltd. will acquire all of the
        outstanding shares of ShieldZone and ShieldZone will merge with Subsidiary,
        with
        ShieldZone surviving the merger. Immediately subsequent to the Subsidiary
        merger
        with ShieldZone, ShieldZone contemplates merging into Amerasia Khan Ltd.
        (the
“Merger”). Upon completion of the Merger, Amerasia Khan, Ltd. will undertake the
        operations of ShieldZone.
 
 Upon
        successful completion of the merger, a director of Amerasia has agreed to
        purchase all the assets currently held by Amerasia and to assume the liabilities
        of the Company for $10.




F-5
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          of Contents




**Item
      2.     Plan of
      Operation**





**Forward-Looking
      Statements**





Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      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 are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      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
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Plan
      of Operations for Amerasia Khan Enterprises, Ltd. as of December 31,
      2006**





As
      of
      December 31, 2006, we were in the business of renting and/or selling academic
      regalia currently in Canada and later plan to move into the United States.
      We
      did not intend to launch an aggressive advertising campaign for our products;
      instead, we intended 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”) would solely purchase and/or rent
      our products from us. Artona Group had 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. Our arrangement with Artona Group was wholesale-retail in nature.
      We
      wholesaled our academic products to Artona Group as rented or purchased
      products, and Artona Group then retailed the merchandise to the end-consumer.





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On
      June
      15, 2005, we entered into an extension and modification of our agreement with
      Artona Group under which Artona Group agreed to purchase or rent at least 6,000
      units of academic regalia from us over the next four years.




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




Our
      President and Director, Mr. Johnny Lee, worked 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 did 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 ensured
      that at our products were made to our needs and specifications.




In
      early
      April 2006, we received our second shipment of graduation regalia from Chuang,
      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


·
            Anti-Bacteria


·
            Anti-static


·
            Odor
                Reduction


·
            Maintain
                Air Permeability





In
      the
      two shipments we have received from our manufacturer, we did 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.





As
      of
      December 31, 2006 our company’s marketing plan was to 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 our operations, we entered into an Agreement with Artona Group
      through which we hoped 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 had 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. In furtherance of this design, were in
      discussions with several photography companies and had




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shown
      them our product line.





We
      planned to seek customers who had a long-standing history of reputation and
      service within their business community, and who we thought might purchase
      and/or rent academic regalia as a value-added service to their existing
      business. Once were established in the marketplace for service and quality,
      our
      plan was to approach academic institutions and students directly as purchasers
      of regalia. Our vision was to market quality, yet affordable academic
      regalia.




Promotional
      strategies included, but were 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.





**Financing,
      Liquidity and Capital Resources as of December 31, 2006**




There
      was
      no 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 were a development stage corporation and did not generate any significant
      revenue from our activities. In order to meet our long-term needs, we had to
      raise cash from other sources or successfully generate enough revenue to stay
      in
      business. Notwithstanding, in the short-term, various shareholders made loans
      to
      us, and we believe this infusion of capital would have allowed us to remain
      operational in the next twelve months. We had a working capital deficit of
      $92,602.00 as of
      December 31, 2006. However, a large portion of the liabilities that contributed
      to our working capital deficient came from the shareholder loans, which were
      payable with 15 months notice. Thus, we believed current cash reserves were
      sufficient for the next twelve months. We also believed 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, we believed we would not be required to raise additional capital
      during the next twelve months.




We
      did
      not, generate significant revenue from activities, and had to rely on the sale
      of equity and related party loans for cash required for our activities. We
      had
      no external sources of liquidity in the form of credit lines from banks. No
      investment banking agreements were in place and there was no guarantee that
      we
      would have been able to raise capital in the future. We did not attain
      profitable operations and were dependent upon obtaining financing to complete
      our business plan. For these reasons, our auditors stated in their report that
      they had substantial doubt about our ability to continue as a going
      concern.




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**Employees**




As
      of
      December 31, 2006 we did not intend to hire any employees, nor did we intend
      to
      do so in the next twelve months. Aside from the Management Services Agreement
      established with Mr. Johnny Lee, which was suspended, the officers and directors
      of our company served without compensation.




**Research
      and Development**




As
      of
      December 31, 2006, we did not have a formal research and development effort.





As
      of
      February 8, 2007, our plan of operation changed. Our current plan of operation
      is described in our current report on Form 8-K filed with the Securities and
      Exchange Commission on February 9, 2007.





**Results
      of Operations for the three and nine months ended December 31, 2006 and
      2005**





We
      did
      not earned significant revenues since our inception in April 2, 2004 through
      December 31, 2006.





We
      incurred operating losses in the amount of $15,831.00 for the
      three months ended December 31, 2006, compared to operating losses of $11,517
      for same period ended December 31, 2005.





We
      incurred operating losses in the amount of $52,123.00 for the
      nine months ended December 31, 2006, compared to operating losses of $100,443
      for same period ended December 31, 2005.





We
      incurred a net loss of $18,179.00 for the
      three months ended December 31, 2006, compared with a net loss of $13,865 for
      same period ended December 31, 2005. We incurred a net loss of
      $59,167.00 for the
      nine months ended December 31, 2006, compared with a net loss of $107,487 for
      same period ended December 31, 2005. Our losses for the three and nine months
      ended December 31, 2006 and 2005 are mostly attributable to operating expenses.




**Off
      Balance Sheet Arrangements**





As
      of
      December 31, 2006, there were no off balance sheet arrangements.





**Going
      Concern**




We
      have
      incurred a net loss of $234,729.00 for the
      period from inception on April 2, 2004 to December 31, 2006. We had limited
      revenue and did not achieve profitable operations. Without realization of
      additional capital, it would have been unlikely for us to continue as a going
      concern. Our management planned 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. Our ability to continue as a going
      concern was dependent on these additional




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cash
      financings, and, ultimately, upon achieving profitable operations through the
      development of operations.





**Critical
      Accounting Policies as of December 31, 2006**





In
      December 2001, the SEC requested that all registrants list their most “critical
      accounting polices” in the Management Discussion and Analysis. The SEC indicated
      that a “critical accounting policy” is one which is both important to the
      portrayal of a company’s financial condition and results, and requires
      management’s most difficult, subjective or complex judgments, often as a result
      of the need to make estimates about the effect of matters that are inherently
      uncertain. We believe that the following accounting policies fit this
      definition.





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 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.





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**Recently
      Issued Accounting Pronouncements**





We
      do not
      expect the adoption of recently issued accounting pronouncements to have a
      significant impact on our results of operations, financial position or cash
      flow.





**Item
      3.     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 December 31, 2006. This evaluation was carried
      out under the supervision and with the participation of our Chief Executive
      Officer, Mr. Johnny Lee, and our Chief Financial Officer, Mr. David Ho. Based
      upon that evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that, as of December 31, 2006, our disclosure controls and procedures
      are effective. There have been no changes in our internal controls over
      financial reporting during the quarter ended December 31, 2006.





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.


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**PART
      II - OTHER INFORMATION**





**Item
      1.     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
      2.     Unregistered Sales of Equity
      Securities and Use of Proceeds**





None





**Item
      3.     Defaults upon Senior
      Securities**





None





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





No
      matters have been submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the quarterly period ended December
      31, 2006.





**Item
      5.     Other
      Information**





None





**Item
      6.      Exhibits**




**Exhibit****Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, 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




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**SIGNATURES**





In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





**Amerasia
                Khan Enterprises Ltd.**Date:
            February 14,2007By: 
/s/
                Robert G. Pedersen, IIRobert
                G. Pedersen, II
              Title:**Chief
                Executive Officer and
                Director**