**U.S. Securities and Exchange Commission**

**Washington, D.C. 20549**

 

**FORM - 10QSB/A**

 

[ X ]*           *QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF  THE SECURITIESAND EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2006

 

or

 

[   ]             TRANSITION REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ANDEXCHANGE ACT OF 1934

 

For the transition period from _____________________

Commission File No. 

 

**Aslahan Enterprises Ltd.**

---------------------------------------------

(Name of small business issuer in its charter)

 

| **Nevada**               | **N/A**                              |
|--------------------------|--------------------------------------|
| (State of Incorporation) | (I.R.S. Employer Identification No.) |

 

**2498 West 41st Ave, Suite 123, Vancouver, British Columbia,V6M 2A7**

---------------------------------------------------------------------------------------------------------

(Address of principal executive offices)

 

**604-551-6699**

----------------------------------

(Registrant's telephone number, including area code)

 

-------------------------

(Former name, address and fiscal year, if changed since lastreport)

Check whether the issuer (1) filed all reports required to befiled by Section 13 or 15 (d) of the Exchange Act during the past 12 months (orfor 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 [ x ]   No  [   ]

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

The number of shares of the registrant's common stock, par value$0.001 per share, outstanding as of November 30, 2006 was 13,860,000.

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

 

1

 

  Aslahan Enterprises Ltd.

Table of Contents

 

Part I - FINANCIAL INFORMATION

Item 1.    Financial Statements (Unaudited)

               Balance Sheet as of November 30, 2006 (Unaudited) and February 28, 2006(Audited)...........................................................................................................4

> 
      Statement of Operations for three months endedNovember 30, 2006 (Unaudited) andfrom the inception date October 26, 2005 to February 28, 2006 (Auditd).........................................................................................................................................................................................................................................5

       Statement of Cash Flows for three months endedNovember 30, 2006 (Unaudited) andfrom the inception date October 26 , 2005 to February 28, 2006(Audited).......................................................................................................................................................................................................................................6

               Notes to FinancialStatements...................................................................................................................................................................................................7

Item 2.    Management's Discussion and Analysisor Plan ofOperations...................................................................................................................................................13

Item 3.    Controls andProcedures.........................................................................................................................................................................................................15

Part II - OTHERINFORMATION.......................................................................................................................................................................................................17

 

2

Part I - FINANCIAL INFORMATION

**Aslahan Enterprises Ltd.**

**(A Nevada Corporation)**

**Balance Sheet**

**November 30, 2006**

**(With Comparative Figures at February 28, 2006)**

**(Expressed in US Dollars)**

 

** **November 30****February 28** **2006****2006**       (Unaudited)      (Audited)
**ASSETS**Current Assets  
Cash 
$243$12,568
Accounts Receivable
      -      2,000                  **Total Assets****$243****$14,568**   
**LIABILITIES**Current Liabilities  
Accounts Payable and Accrued Liabilities
      $10,185      $8,000
Shareholder Loan
      3,000      -      Total Liabilities      $13,185      $8,000   
**SHAREHOLDER'S EQUITY**Common Stock  Authorized:  75,000,000 common shares  at $0.001 par      value  Issued and Outstanding:  13,860,000 common shares13,86013,860Additional Paid In Capital26,64026,640      Deficit      (53,442)      (33,932)      Total Shareholder's Equity      (12,942)      6,568   **TOTAL LIABILITIES AND SHAREHOLDER EQUITY****$243****$14,568**   **Approved on Behalf of the Board**  **"Tina Sangha", Director and Chief      Executive Officer**  
 

See Accompanying Notes

 

**Aslahan Enterprises Ltd.**

**(A Nevada Corporation)**

**Statement of Operations**

**(Expressed in US Dollars)**

**(Unaudited - Prepared by Management)**

    

 
       
**Inception Date of**
 
**Three Months**
**October 26**
 
**Ended**
**2005 to**
 
**November 30**
**February 28**
 
**2006**
**2006**
**General and Administrative      Expenses**
       
             Regulatory and Transfer Agent Fees      -      250      Management Fees      -      4,000      Bank Charges and Interest      27      12      Professional Fees      -      2,300      Facilities Costs      3,000      3,000      Amortization Expense      625      -**Total Expenses**      3,652      9,562                     
**Net Profit (Loss) for the Period**      (3,652)      (9,562)
 
       
       
 
       
       
 
 
 
Basic and diluted loss per share
      $              (0.00)
       
 
 
 
Weighted Average Number of Shares Outstanding (Basic      and Diluted)
5,238,334       
See Accompany Notes

 

 

**Aslahan Enterprises Ltd.**

**(A Nevada Corporation)**

**Statement of Cash Flows**

**(Expressed in US Dollars)**

**(Unaudited - Prepared by Management)**

 
       
**Inception Date of**
 
**Three Months**
**October 26**
 
**Ended**
**2005 to**
 
**November 30**
**February 28**
 
**2006**
**2006**
**Cash Provided by (Used for)**
     
     
**Operating Activities**
     
     
    Net Profit (Loss) for the period    (3,257)    (33,932)
                   Changes in non-cash working capital items          
    Accounts Receivable    -    (2,000)
    Accounts Payable and Accrued Liabilities    3000    8,000
**Cash used for operating activities**    (257)    (27,932)
               
**Financing Activities**          
    Capital Stock subscribed     -    13,860        Paid-In Capital    -    26,640
    Loan from Stockholder    -    -
**Cash provided by financing activities**    -    40,500
               
    Cash increase (decrease) during the period    (257)    12,568
               
    Cash, beginning of period    500    -
    Cash, end of period     243    12,568
               
               
See accompanying notes

 

**Aslahan Enterprises Ltd.**

**Notes to Financial Statements**

**For the Three Months Ended November 30, 2006**

**(UNAUDITED)**

Note 1.            NATUREAND CONTINUANCE OF OPERATIONS

The Company is adevelopment stage company which was incorporated in the State of Nevada, UnitedStates of America on October 26, 2005. The Company intends to commenceoperations as an e-commerce company providing horse- racing betting advicethrough the Internet. At the period end,the Company has entered into an agreement which grants the Company exclusiverights and license in the provinces of Hubei and Beijing, China to own andoperate fast food outlets, and/or sell franchises.

These financialsstatements have been prepared on a going concern basis. The Company hasaccumulated deficit of $53,442 since inception, has yet to achieve profitableoperations and further losses are anticipated in the development of itsbusiness, raising substantial doubt about the Company's ability to continue as agoing concern. Its ability to continue as a going concern is dependent upon theability of the Company to generate profitable operations in the future and/or toobtain the necessary financing to meet its obligations and repay its liabilitiesarising from normal business operations when they come due. Management plans tocontinue to provide for its working capital needs by seeking loans from itsshareholders. These financial statements do not include any adjustments to therecoverability and classification of assets, or the amount and classification ofliabilities that may be necessary should the Company be unable to continue as agoing concern.

The Company's fiscal year end isFebruary 28th.

Note 2.           SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance withaccounting principles generally accepted in the United States of America.Because a precise determination of many assets and liabilities is dependent uponfuture events, the preparation of financial statements for a period necessarilyinvolves the use of estimates, which have been made using careful judgment.Actual results may vary from these estimates.

The financialstatements have, in management's opinion, been properly prepared within theframework of the significant accounting policies summarized below:

    (a)    Cash and Cash Equivalents
  Cash equivalents  comprise certain highly liquid instruments with a maturity of three months or  less when purchased. As at November 30, 2006, there were no cash equivalents.
    (b)    Development Stage Company

The Companycomplies with Statement of Financial Accounting Standard ("SFAS") No. 7 and theSecurities and Exchange Commission Exchange Act 7 for its characterization ofthe Company as development stage.

    (c)    Impairment of Long Lived Assets

Long-lived assetsare reviewed for impairment in accordance with SFAS No. 144, "Accounting for theImpairment or Disposal of Long- lived Assets". Under SFAS No. 144, long-livedassets are tested for recoverability whenever events or changes in circumstancesindicate that their carrying amounts may not be recoverable. An impairmentcharge is recognized or the amount, if any, which the carrying value of theasset exceeds the fair value.

    (d)    Foreign Currency Translation

The Company   islocated and operating outside of the United States of America. It maintains itsaccounting records in U.S. Dollars, as follows:

At the transactiondate, each asset, liability, revenue, and expense is translated into U.S.dollars by the use of exchange rates in effect at that date. At the period end,monetary assets and liabilities are remeasured by using the exchange rate ineffect at that date. The resulting foreign exchange gains and losses areincluded in operations.

The Company'scurrency exposure is insignificant and immaterial and we do not use derivativeinstruments to reduce its potential exposure to foreign currency risk.

    (e)     Financial Instruments

The carrying valueof the Company's financial instruments consisting of cash equivalents andaccounts payable and accrued liabilities approximates their fair value becauseof the short maturity of these instruments. Unless otherwise noted, it ismanagement's opinion that the Company is not exposed to significant interest,currency or credit risks arising from these financial instruments.

    (f)    Income Taxes

The Company usesthe assets and liability method of accounting for income taxes in accordancewith SFAS No. 109 "Accounting for Income Taxes".  Under this method, deferredtax assts and liabilities are recognized for the future tax consequencesattributable to temporary differences between the financial statements carryingamounts of existing assets and liabilities and their respective tax bases.Deferred tax assets and liabilities are measured using enacted tax ratesexpected to apply to taxable income in the years in which those temporarydifferences are expected to be recovered or settled.

    (g)    Basic and Diluted Net Loss Per Share

In accordance withSFAS No. 128, "Earnings Per Share', the basic net loss per common share iscomputed by dividing net loss available to common stockholders by the weightedaverage number of common shares outstanding. Diluted net loss per common shareis computed similar to basic net loss per common share except that thedenominator is increased to include the number of additional common shares thatwould have been outstanding if the potential common shares had been issued andif the additional common shares were dilutive. As at November 30, 2006, dilutednet loss per share is equivalent to basic net loss per share.

    (h)    Website Development Cost

  The Company adopted EITF 00-2, "Accounting for  Website  Development  Costs,"   which specifies the appropriate accounting for costs incurred in connection  with the development and maintenance of  websites.  Under the EITF 00-2,  website development costs are capitalized when acquired and installed, and are  being amortized over its estimated useful life.  On November 10, 2005, the  Company entered into a web design contract (Note 5).  For the period ended  November 30, 2006, the website development has not yet commenced and no cost  has been incurred.

(i)      Stock Based Compensation
The Company accounts for stock options and similar equity instruments issued in accordance with SFAS No. 123(revised), "*Share-Based Payment*".  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.   SFAS No. 123(revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
  (j)    Comprehensive  Income

The Company  adopted Statement of Financial Accounting Standards No. 130 (SFAS 130),  Reporting Comprehensive Income, which establishes standards for reporting and  display of comprehensive income, its components and accumulated balances. The  Company  is  disclosing  this information on its Statement of Stockholders'  Equity.  Comprehensive income comprises equity  except  those resulting  from   investments by owners and distributions to owners.

The Company  has no elements of "other comprehensive income" during the period ended  November 30, 2006.

(k)    Revenue Recognition

The Company's business is in the sale of horse-racing advice and research through a website on the internet.  The Company recognizes the revenue at the time of sale of the service when responsibility of the service is transferred to the purchaser and payment has been accepted or assured. 

(l)    Advertising Expenses

The company expenses advertising costs as incurred. There was no advertising expense incurred by the company during the period ended November 30, 2006.

(m)    New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.
Note 3:            CAPITAL STOCK

On October 27, 2005, the Company issued 8,000,000 common shares at $0.001 per share to the sole director of the Company for total proceeds of $8,000.
On October 27, 2005, the Company issued 4,500,000 common shares at $0.001 per share to nine investors for total proceeds of $4,500. 
On November 10, 2005, the Company issued 1,200,000 common shares at $0.01 per share to twelve investors for total proceeds of $12,000.

On January 17, 2006, the Company issued 160,000 common shares at $0.10 per share to eight investors for total proceeds of $16,000.

NOTE 4:         INCOME TAXES

 As at February 28, 2006, the Company has an estimated net operating loss carryforward for tax purpose of $14,637. This amount may be applied against future federal taxable income and expires 2026.  

 As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance equal to the deferred tax asset has been established as at November 30, 2006.  The significant components of the deferred tax asset as at November 30, 2006 were as follows:

 
 November 30, 2006Net operating loss carry fowards14,637Valuation allowance(14,637)Net Deferred Tax Asset-
 NOTE 5:        COMMITTMENTS

On November 10, 2005, the management of the Company signed a web design contract with an independent contractor, Randy Liu, to create and develop the Company's website. In consideration, the Company agreed to pay Mr. Liu a fixed rate of $US 25 per hour of work. It is expected that the website will require 80 hours of labor to be complete.

 

 

**Item 2: Management's Discussion and Analysis of FinancialCondition and Results of Operations**

The following discussion and analysis provides information whichmanagement of Aslahan Enterprises Ltd. (the "Company") believes to be relevant to an assessment and understandingof the Company's results of operations and financial condition. This discussionshould be read together with the Company's financial statements and the notes tofinancial statements, which are included in this report.

*Caution aboutForward-Looking Statements*

This management's discussion andanalysis or plan of operation should be read in conjunction with the financialstatements and notes thereto of the Company for the quarter ended November 30, 2006. Because of the nature of a relatively new and growing company the reportedresults will not necessarily reflect the future.

This section includes a number offorward-looking statements that reflect our current views with respect to futureevents and financial performance. Forward-looking statements are oftenidentified by words like: believe, expect, estimate, anticipate, intend, projectand similar expressions, or words which, by their nature, refer to futureevents. You should not place undue certainty on these forward-lookingstatements, which apply only as of the date of this prospectus. Theseforward-looking statements are subject to certain risks and uncertainties thatcould cause actual results to differ materially from historical results or ourpredictions.

*Overview*

Aslahan Enterprises Ltd. ("Aslahan") intends to commence operations as an information service provider. The Company intends to commence operations as an e-commerce company providing horse- racing betting advice through the Internet.  
Results of Operations 
The Companyexperienced general and administration expenses of $3,257 for the quarter endedNovember 30, 2006. The majority of the expenses was related to the rent of theCompany's office premises, which totaled $3,000 for the quarter. The Company iscontinuing its efforts to raise additional capital in order to proceed with thecompany's business plan. 

For the quarter ended November 30th, 2006, the company experienced a net loss of $3,257.
Liquidity and Capital Resources 
During the three month period ended November 30th, 2006, the Company satisfiedits working capital needs by using cash generated from operations and equityfrom shareholder's initial seed financing. As of November 30th, 2006, the Companyhas cash on hand in the amount of $243. Management does not expect that thecurrent level of cash on hand will be sufficient to fund our operations for thenext twelve month period. In the event that additional funds are required tomaintain operations, our officers and directors have agreed to advance ussufficient capital to allow us to continue operations. We may also be able toobtain loans from our shareholders, but there are no agreements orunderstandings in place currently.

We believe we will require additional funding to expand ourbusiness and ensure its future profitability. We anticipate that any additionalfunding will be in the form of equity financing from the sale of our commonstock. However, we do not have any arrangements in place for any future equityfinancing. In the event we are not successful in selling our common stock, wemay also seek to obtain short-term loans from our director.

Item 3. Controls andProcedures

(a)      Evaluationof Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the ExchangeAct is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Disclosure controls and procedures include,without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicatedto management, as appropriate, to allow timely decisions regarding required disclosure. Our current principal executive officer, who is also our principal financial officer, evaluated theeffectiveness of our disclosure controls and procedures as of the end of the quarterly period covered by this report pursuant to Rule 15d-15(b) promulgated under the Exchange Act.Based upon that evaluation, our principal executive and financial officer has concluded that our disclosure controls and procedures were effective in alerting management in a timelyfashion to all material information required to be included in our periodic filings with the Commission.

(b)      Changesin Internal Controls.

There were no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) thatoccurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internalcontrols over financial reporting.

 

Item 3. Controls and Procedures

(a)      Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures are designed to ensure that informationrequired to be disclosed in the reports filed or submitted under the ExchangeAct is recorded, processed, summarized and reported, within the time periodspecified in the Commission's rules and forms. Disclosure controls andprocedures include, without limitation, controls and procedures designed toensure that information required to be disclosed in the reports filed under theExchange Act is accumulated and communicated to management, as appropriate, toallow timely decisions regarding required disclosure. Our current principalexecutive officer, who is also our principal financial officer, evaluated theeffectiveness of our disclosure controls and procedures as of the end of thequarterly period covered by this report pursuant to Rule 15d-15(b) promulgatedunder the Exchange Act. Based upon that evaluation, our principal executive andfinancial officer has concluded that our disclosure controls and procedures wereeffective in alerting management in a timely fashion to all material informationrequired to be included in our periodic filings with the Commission.

(b)      Changes in Internal Controls.

There were no significant changes in our internal control over financialreporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurredduring the period covered by this report that have materially affected, or arereasonably likely to materially affect, our internal controls over financialreporting.

 

PART II: OTHER INFORMATION

Items 1, 2, 3, 4 , and 5 are inapplicable.

Item 6: Exhibits

(a)   The following exhibit is filed as part of this report:

        31.1  Certification  of Chief  Executive  Officer andChief Financial Officer  of  Periodic Report pursuant to Rule 13a-14a and Rule15d-14(a).

         32.1 Certification of Chief Financial Officer and ChiefExecutive Officer of pursuant of Section 1350.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized. May 25, 2007

 
May 25, 2007/s/ "Tina Sangha" Ms. Tina Sangha, President
 

**