Amerasia Khan Ltd.

(Exact name of registrant as specified in charter)

 

Nevada	000-52211	20-2559624
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

 

3855 South 500 West, Suite B

Salt Lake City, Utah 84115

(Address of Principal Executive Offices)

 

(801)263-0699

(Issuer Telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01    ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

 

On February 8, 2007, Amerasia Khan Ltd. a Nevada corporation (the “Registrant”) executed an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Registrant and its wholly owned subsidiary, SZC Acquisition, Inc., a Nevada corporation (“Subsidiary”) on the one hand and ShieldZone Corporation, a Utah corporation (“ShieldZone” or “Target”) on the other hand. Pursuant to the Merger Agreement, ShieldZone merged with Subsidiary, with ShieldZone surviving the merger and Subsidiary ceasing to exist (the “Merger”).

In addition, pursuant to the terms and conditions of the Merger Agreement:

 

§	The Registrant became the holder of all of the issued and outstanding shares of capital stock of Shieldzone, resulting in a parent/subsidiary relationship between the Registrant and ShieldZone.

§	Each share of ShieldZone common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive one share of the Registrant’s common stock.

§	Certain convertible notes, issued by SheildZone in the aggregate principal amount of $250,000.00, were converted by the Registrant at an exercise price of $0.35 into 714,286 shares of the Registrant’s common stock

§	The Registrant’s board of directors was reconstituted to consist of David Ho, the Registrant’s director prior to the merger, and Robert G. Pedersen II, who prior to the Merger was the sole director of ShieldZone.

§	Each of the Registrant and SheildZone provided customary representations and warranties and closing conditions, including approval of the Merger by approval required by law of SheildZone’s stockholders.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

The Spin-out

On February 8, 2007, immediately following consummating the Merger, the Registrant entered into a Sale, Assignment, Assumption and Indemnification Agreement with Mr. Johnny Lee. This agreement is referred to as the Spin-out Agreement and to the transactions effected thereby as the Spin-out. Prior to the Merger, Mr. Lee was the Registrant’s President, CEO, member of the board of directors, and one of its significant stockholders. Pursuant to the spin-out agreement, immediately following the Merger on February 8, 2007 (i) the Registrant sold Mr. Lee all of its assets; (ii) Mr. Lee assumed all of the Registrant’s liabilities, (iii) Mr. Lee agreed to indemnify the Registrant for breaches by Mr. Lee under the spin-out agreement; and (iv) Mr. Lee granted the Registrant a general release. As partial consideration in connection with entering into the Spin-out Agreement, Mr. Lee agreed to cancel his 4,000,000 shares of common stock held in the Registrant.

The foregoing description of the Spin-out Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.

Item 2.01    ACQUISITION OR DISPOSITION OF ASSETS.

        

Prior to the above transactions, the Registrant was in the business or marketing and selling, or renting, academic regalia, such as caps, gowns and stoles for use in college and high school ceremonies. Since inception, this business has generated nominal revenues. From and after the Merger and Spin-out, the Registrant’s operations consist of the operations of Target.

 

In this report, when we use phrases such as "we," "our," "Company," "us," we are referring to Registrant (formerly Amerasia Khan Ltd.) and Target (ShieldZone Corporation) as a combined entity.

DESCRIPTION OF BUSINESS

Summary Overview

 

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Registrant - Registrant was incorporated in the State of Nevada on April 2, 2004 and until the Merger was in the business or marketing and selling, or renting, academic regalia, such as caps, gowns and stoles for use in college and high school ceremonies. 

 

Target- Prior to the Closing, ShieldZone Corporation was privately owned. It was formed on March 24, 2005. Prior to the Merger, ShieldZone was managed by Mr. Robert G. Pedersen II as the sole director and executive officer, who managed ShieldZone until the Merger. ShieldZone’s corporate headquarters are in Salt Lake City, Utah. Its primary business has been the design, marketing and sale of a customized protective film device used to protect the exterior finish of electronic devices and other household and consumer items which are subject to cosmetic damage, such as nicks, scratches, debris and chipping of the exterior surfaces of the devices. SheildZone was formed under the original name “Protective Solutions, Inc.” ShieldZone maintains its corporate offices and operational facility at 3855 South 500 West, Suites B and J, Salt Lake City, Utah, 84115. The telephone number of ShieldZone is 801-263-0699. ShieldZone’s website addresses are www.ShieldZone.com and www.InvisibleShield.com . The websites and their contents are not a part of this Current Report.

Overview

 

    The Company custom-designs, markets and sells a form of protective covering for consumer electronic and hand held devices. The Company’s key product “invisibleSHIELD”™ is made from a protective, film-like covering that was developed originally to protect the leading edges of rotary blades of military helicopters. The Company determined that this same material could be configured to fit onto the surface of electronic devices and marketed to consumers for use in protecting such devices from everyday wear and tear including scratches, scrapes, debris and other surface blemishes. The film also permits touch sensitivity, meaning it can be used on devices that have a touch-screen interface. The invisibleSHIELD material is highly reliable and durable since it was originally developed for use in a high friction, high velocity, aerospace context. The material provides long lasting protection for the surface of electronic devices subject to normal wear and tear. The material is a form of polyurethane substance, akin to a very thin, pliable, flexible and durable clear plastic that adheres to the surface and shape of the object it is applied to.

 

    The invisibleSHIELD has been deployed by the Company in over 700 designs to accommodate the specific size and shape of specific electronic devices. Current applications include: iPods®, laptops, cell phones (from dozens of manufacturers), PDAs, watch faces, gaming devices, digital cameras, and many more items. The product is “cut” to fit specific devices and packaged together with a moisture activating spray called “SHIELDspray”™ which makes the invisibleSHIELD adhere to the surface of the device literally “like a second skin” virtually invisible to the eye. Unlike bulky or flashy sleeves or cases, the invisibleSHIELD is not readily visible to the eye, and the feel of it is not intrusive to the touch. It does not hide the design or features of the device. Rather, it literally “coats” the device with a protective layer that is clear, touch-penetrable, and completely unobtrusive to the look and feel of the device. The invisibleSHIELD is not ornamental, but rather provides a long lasting barrier to preserve the brand new look of the surface of an electronic device.

Design and Packaging

 

    The Company designs and cuts the invisibleSHIELD product for application on hundreds of specific electronic devices. The Company acquires raw materials from third party sources that are delivered to the Company’s facilities and assembled for packaging. In addition, the Company out-sources high volume precision-cutting of the materials, which the Company considers to be more cost effective. The Company then packages the configured materials together with an installation kit, consisting of SHIELDspray, a moisture adhesive-activating solution, a squeegee, and instructions for application on specific electronic devices. On average, the Company processes and ships over 15,000 finished packages per month.

 

    The Company has a patent pending on the process of wrapping an entire gadget body in a transparent, durable and semi-permanent film. The Company also custom designs each cut-out for the film and currently has unique designs for nearly 700 devices. The cut-out designs are developed internally and owned exclusively by the Company. The Company does not own the base materials, but believes that its relationship with the distributor of the material is on excellent terms and anticipates no interruption in the Company’s ability to acquire the materials and produce products.

Market for Products

 

    The portable electronic device market, notably handheld devices, is continuing to see advancements in performance and functionality in existing models. Furthermore, the market is expanding as evidenced by new product developments in portable electronic devices. Correspondingly, the aesthetics of such devices is increasingly important to the extent that buyers are considering the look and feel of such devices, as much as performance, in making their purchasing decisions.

    As a result, an industry and significant market has emerged in protecting portable electronic devices, notably the “high end” devices - both in terms of price, and design/functionality. Consumers are seeking ways to protect the device from wear and tear and damage, but not impede the look, feel, or functionality of the device.

 

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    The Company, directly and through its distributors and retail sellers, sells the invisibleSHIELD to consumers of electronic household and hand-held devices. The Company sells a significant amount of product for use on Apple’s “iPod” devices. The invisibleSHIELD covers and protects the iPod without detracting in any manner from the look and feel of the device or its functionality. The Company anticipates, but cannot assure, that its product will be equally popular for use with the pending “iPhone” device - since that device also has a “touch-screen” interface and the invisibleSHIELD permits touch sensitivity between the user and the device.

 

    The Company, to date, has not partnered with any manufacturers of electronic devices to bundle the Company’s products with such devices on initial sale, or to include as part of the device, the application of the Company’s products. In the future, the Company may seek such an arrangement but has not entered into negotiations for such an arrangement as yet.

Market Segments

 

    With over 700 invisibleSHIELD products/product configurations available, ShieldZone has a protective covering for all major market segments of handheld electronic devices, including: iPods, other brand MP3 players, PDAs, cell phones, laptops, GPS devices, watch faces, and similar devices and surfaces. The Company intends to continue to configure the invisibleSHIELD product for use in newly developed consumer devices. Unlike manufacturers of competing device cases that need months to design and manufacture customized accessories for new devices, the invisibleSHIELD can be quickly configured and packaged for new devices as they enter the consumer marketplace, making the invisibleSHIELD available for purchase ahead of competing accessories for new electronic devices.

 

    One of the fastest growing market segments for ShieldZone is the iPod consumer. Most often, iPod buyers are drawn to the device by its elegant design, as well as its easy-to-use functionality. However, everyday use often mars the iPod's finish, screen and other areas that receive wear and tear. Traditional protective products are bulky and detract from an iPod's elegance by covering it up. Other common protectors either do not offer enough protection -- such as leaving the iPod's function buttons uncovered -- or they are not durable enough to properly protect the device. However, an invisibleSHIELD covering is exactly that-- invisible-- meaning it does not cover up the design, form or functionality of the iPod.

 

    As sales of electronics continues to grow, sales of the Company’s complimentary products are anticipated to grow, as well. The four largest areas of the Company’s market opportunities relate to sales of iPods, cellular telephones, digital cameras and gaming systems. Accordingly to industry sources, over 39,500,000 iPods were sold in Apple Corporation’s most recent fiscal year, and over 21,000,000 were sold in the first quarter of its subsequent fiscal year. Over one billion cell phones were sold worldwide in 2006. Over 26,000,000 units of digital cameras were sold in 2005. Sony’sPSP sold over 20,000,000 units as of August 2006 and Nintendo’s DS Lite sold over 21,000,000 units during the same period. ShieldZone is positioned to serve all of these markets with its after-market invisibleSHIELD products.

Other Electronic Products and Accessories

 

    In addition to the invisibleSHIELD the Company also acts as a reseller of consumer electronics and related accessories which it believes 

 

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its invisibleSHIELD customers would purchase and vice versa. Such products include:  cell phones, digital cameras, GPS devices, MP3 players, PDAs, satellite radios, heart rate monitors and other small, predominately held-held devices. The Company also sells accessories for many of these products. Such resale items are sold via the Company’s website and in retail locations.

 

    In connection with the invisibleSHIELD, the Company re-sells a product known as “Applesauce.” Applesauce is a buffing and polishing compound that can be used to remove scrapes or scratches and restore a “new” look to the surface of the iPod. After application, the invisibleSHIELD can be applied to preserve the restoration of the finish.

 

Marketing and Distribution

 

    The Company sells its products directly on its website, through distributors, through kiosk vendors in shopping malls and retail centers, and through electronics retailers. The Company’s products are available for sale world wide via the Company’s website. Currently the Company advertises its products on the internet and at point of sale at retail locations. The Company also advertises its products on television currently on local networks. The Company intends to expand its advertising by implementing a broader television advertising strategy over the course of 2007. The Company is also seeking to create strategic partnerships with makers of iPod and electronic accessories.

 

    Website Sales

 

    The Company sells its products worldwide directly to consumers on its website. Through September 30, 2006, the Company sold approximately $1.2 million of product on its website, or approximately 69% of its overall sales for 2006.

 

    Mall Vendors

 

    The Company sells its invisibleSHIELD products to kiosk vendors in shopping malls and retail centers. The Company enters into agreements with such vendors who purchase the products and resell them to consumers. The Company also owns and operates several kiosk locations. Through September 30, 2006, the Company sold approximately $225,000 of product to kiosk vendors, or approximately 12% of its overall sales for 2006. The third party kiosk vendors are required to enter into a standard license and resale agreement with the Company.

 

    Electronics Retailers

 

    The Company sells its invisibleSHIELD products to electronics retailers and out of its storefront maintained in its headquarters, predominately independently owned retailers of Apple products and accessories. We estimate there are over 300 such independent Apple resellers worldwide and we currently have agreements with approximately 70, predominately in the United States. The Company also sells its invisibleSHIELD products to university bookstores and small independently owned consumer electronics stores. Through September 30, 2006, the Company sold approximately $348,000 of product to specialty retailers, or approximately 19% of its overall sales for 2006. The electronics retailers are required to enter into a standard reseller agreement with the Company.

 

    The Company also generated revenue from shipping charges to customers. Through September 30, 2006, the Company generated approximately $205,000 from shipping charges.

 

    Distributors

 

    The Company utilizes multiple distributors to market and place its products for sale in the United States and abroad. The Company has a distributorship agreement with ENVIOUS, a United Kingdom company, for the marketing, distribution and sale of the Company’s products throughout the United Kingdom. This agreement is not exclusive. The agreement was entered into in January 2007 and has a one year term.

 

    The Company has an exclusive distribution agreement for the marketing and sale of its products in Japan with CareFit USA. The Agreement provides that CareFit will establish up to twenty retail sales locations in Japan. CareFit will be compensated based on actual revenues derived from retail locations established by CareFit. To date, no revenues have been generated from sales in Japan under this Agreement and no retail locations have been established in Japan. The Agreement was entered into on October 3, 2006 and has a six month renewable term.

 

    The Company is continuously negotiating for new distribution relationships in the United States and abroad to increase the marketing and sale of its products in retail locations.

Company Organization

 

    The Company’s operations are divided and organized as follows: marketing and sales, which includes the development and maintenance of the Company’s website, customer service, production, distribution and shipping, art and graphics, product design, and general and administration functions.

 

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Competitors

 

The market for sales to consumers for “after market” accessories for electronic devices is very competitive. The Company’s chief competitors are companies that develop, market and sell protective coverings for consumer electronics. There are two main categories for these protective coverings; the first is silicone and leather cases, and the second is traditional screen protectors. Silicone and leather cases tend to be bulkier, heavier, ornamental and visually distracting and cover the design and features of the device, rather than enhance its design. Traditional screen protectors are stiff, scratch fairly easily, use static cling for adhesion, and are not able to wrap around or protect the entire body of an electronic device. While the Company competes with such persons for sales to consumers generally, the Company does not consider such other products per se to be competitive to the invisibleSHIELD.

    

Warranties

 

    The Company offers a lifetime guaranty of the durability of its invisibleSHIELD products. If the invisibleSHIELD is ever scratched or damaged (in the course of normal use), a customer simply needs to send back the old product and ShieldZone will replace it for free. To date only a nominal amount of the Company’s invisibleSHIELDS sold have been returned under the warranty program.

 

Intellectual Property Rights

 

    Patents

 

    The Company has filed a patent application for a Protective Covering for Electronic Device with the United States Patent and Trademark Office. The patent relates to the field of protective coverings and systems and methods for covering such devices with thin films. This includes both partial coverings and full coverings. The Patent Application will not be published until the Patent is issued.

 

    Trademarks

 

    The Company has filed the following Trademark Applications with the United States Patent and Trademark Office:

 

    INVISIBLE SHIELD filed on February 1, 2007, Serial Number 77096911.

 

    Invisible Shield (with stylized logo image) filed on June 9, 2006, Serial Number 78905019.

 

    The Company also claims common law trademark rights in the following marks: “ShieldZone,” “Shieldspray,” “Pay Once Protect Forever,” “Invisible Invincible,” “Protect Your Digital Life,” and “Ultimate Scratch Protection.”

Government Regulations

 

    Our operations are subject to various federal, state and local employee workplace protection regulations including OSHA. We believe that compliance with federal, state and local environmental protection regulations will not have a material adverse effect on our capital expenditures, earnings and competitive and financial position. Although we believe that our worker and employee safety procedures are adequate and in compliance with law, we cannot completely eliminate the risk of injury to our employees, or that we may occasionally, unintentionally, be out of compliance with application law. In such event we could be liable for damages or fines or both.  

Title of Class		Name and Address Of Beneficial Owners (1)		Amount and Nature Of Beneficial Ownership		Percent Of Class
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 and Treasurer, and Chief Financial Officer 1409 Forbes Avenue North Vancouver, B.C. V7M 2Y2 Canada		400,000		4.44%
		All officers and directors as a group (2 persons)		4,400,000		48.88%

 

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SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT AFTER THE CLOSING OF THE MERGER AGREEMENT

 

    The following table sets forth information with respect to the beneficial ownership of the outstanding shares of Company’s capital stock immediately following the Merger by (i) each person known by Registrant who will beneficially own five percent (5%) or more of the outstanding shares; (ii) the officers who will take office as of the effective date of the Merger; (iii) directors as of the effective date of the Merger and director nominees who will take office as soon as the appropriate information statement can be mailed to the stockholders of registrant and the accompanying waiting period passes and (iv) all the aforementioned officers and directors as a group.

Title of Class		Name and Address Of Beneficial Owners (1)		Amount and Nature Of Beneficial Ownership		Percent Of Class (3)
Common Stock		Robert G. Pedersen II, President and Chief Executive Officer (2)(4)		6,785,714		41.15%
Common Stock		David Ho, Director 1409 Forbes Avenue North Vancouver, B.C. V7M 2Y2 Canada		0 (6)		2.46%
Common Stock		Andrew C. Park 201 Post Street, 11th Floor San Francisco, CA 94108		1,058,235		6.53%
Common Stock		SunCreek, LLC (5) 2873 Tolcate Lane Holladay, Utah 84121		5,285,714		30.85%
		All officers, directors and director nominees as a group (2 persons)		7,185,714		43.58%

 

(1)	Unless otherwise noted, the address for each of the named beneficial owners is: 3855 South 500 West, Suite B, Salt Lake City, Utah, 84115. Unless otherwise indicated, beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act and generally includes voting and/or investment power with respect to securities. Shares of common stock subject to options or warrants that are currently exercisable or exercisable within sixty days of February 9, 2007 are deemed to be beneficially owned by the person holding such options or warrants for the purpose of computing the percentage of ownership set forth in the above table, unless otherwise indicated.
(2)	Such person is a director nominee that the directors of Registrant have elected to the Board of Directors which appointment shall be effective upon compliance with Rule 14f1 of the Securities and Exchange Act of 1934.
(3)	The calculations of percentage of beneficial ownership are based on 16,203,572 shares of common stock outstanding as of February 9, 2007 assuming the closing of the Merger.
(4)	Includes 1,500,000 shares of Common Stock held directly by Mr. Pedersen and 5,000,000 shares of Common Stock held by SunCreek, LLC, an entity wholly owned by Mr. Pedersen. Mr. Pedersen exercises sole voting and investment control over the shares held by SunCreek, LLC. Also includes 285,714 shares subject to issuance upon the conversion of a convertible promissory note in the principal amount of $100,000 owned by SunCreek, LLC. The conversion rate per share under the note is $0.35. The note is due May 15, 2007, if not sooner paid or converted.
(5)	Also includes 285,714 shares subject to issuance upon the conversion of a convertible promissory note in the principal amount of $100,000 owned by SunCreek, LLC. The conversion rate per share under the note is $0.35. The note is due May 15, 2007, if not sooner paid or converted. SunCreek, LLC is an entity wholly owned by Mr. Pedersen. Mr. Pedersen exercises sole voting and investment control over the shares held by SunCreek, LLC. See note 4, above.
(6)	Mr. David Ho, our former Chief Financial Officer and current director, agreed to cancel his 400,000 shares of the Registrant’s common stock.

 

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS-

APPOINTMENT OF NEW OFFICERS AND DIRECTORS

 

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    In connection with the Merger Agreement, effective February 8, 2007, Mr. Ho resigned as Chief Financial Officer but will remain a director of the Company subject to a resignation to take effect on the tenth day following the mailing of the 14f1 to shareholders of Registrant. Mr. Lee resigned as director and Chief Executive Officer effective February 8, 2007. On February 8, 2007, Mr. Ho as sole director appointed Robert G. Pedersen II as Chief Executive Officer and President and a director on the Board of Directors.

 

    Our existing board of directors has the authority to appoint new directors of the Company, subject to Section 14f1 of the Securities Act of 1934 which requires that if a change in control of the board occurs, such change of control is not effective until 10 days after mailing a written notice of such change in control to all shareholders. The Company intends to prepare and mail such notice promptly after filing this Form 8-K. The person so appointed to the Board of Directors is Mr. Robert G. Pedersen II. Information regarding this Director nominee is included in this Form 8-K.

 

    The following tables summarize the Company's current executive officers and directors and the proposed executive officers and directors of the Company:

Name		Age		Position
Robert G. Pedersen II		40		Chief Executive Officer, Director Nominee *
David Ho		49		Director

    *Mr. Pedersen was appointed to our Board as of the closing of the Merger and the appointment will be effective upon our compliance with Rule 14f1.

 

    Robert G. Pedersen II. Mr. Pedersen provides the overall vision and strategy of ShieldZone Corporation. Mr. Pedersen has more than 20 years' experience in executive management, sales and marketing, communications, as well as owning and managing several start-up businesses and enterprises. Since 1998, Mr. Pedersen was a co-owner and executive manager for Del Sol, LC, a Utah-based specialty retailer of apparel and accessories. In 2002, he created and was the director of DelSol.com, the Del Sol, LC’s Internet presence. In September 2002 Mr. Pedersen founded PayTeck, Inc., a Utah provider of Internet-based payment processing services, which was later sold to Zion's Bank, a public company, in 2005. Mr. Pedersen joined ShieldZone in January 2006 in a full time capacity and has served as its Chief Executive Officer since that time. Robert earned a Masters Degree (MBA) from Brigham Young University in Business Administration with an emphasis in marketing, finance and organizational communications in 2000, and earned a degree in business administration (BSBA) from the University of Phoenix which was granted in 1996. Mr. Pedersen and his wife and six children reside in Holladay, Utah.

 

    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. Mr. Ho resigned as our Chief Financial Officer effective February 8, 2007.

 

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EXECUTIVE COMPENSATION

 

    None of our executive officers of Registrant prior to the Merger received compensation in excess of $100,000 for the fiscal years ended December 31, 2006, 2005 or 2004, respectively. Mr. David Ho did not receive compensation for his position as an officer of the Registrant.

SHIELDZONE SUMMARY COMPENSATION TABLE

 

    The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended 2006, 2005 and 2004.

 

SUMMARY COMPENSATION TABLE
Name and principal Position				Year	Salary ($)			Bonus ($)	Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other  Compensation ($)		Total ($)
Robert G. Pedersen II CEO & President				2004 2005	- -			- -	- -		- -		- -		- -		- 85,000 (3)		- 85,000
				2006	40,000			-	-		-		-		-		-		40,000
Phillip Chipping (1)				2004 2005	- 54,614			- -	- -		- -		- -		- -		- -		- 54,614
				2006	98,500			-	-		-		-		-		-		98,500
David Ho Former CFO (4)				2004 2005	- -			- -	- 9,600 (2)		- -		- -		- -		- -		- 9,600
				2006	-			-	-		-		-		-		-		-
Johnny Lee Former President, CEO and Director (5)				2004 2005	- -			- -	- 48,000 (2)		- -		- -		- -		- 35,000 (6)		- 83,000
				2006	-			-	-		-		-		-		-		-

 

(1)	Effective December 15, 2006, Mr. Chipping resigned his position as an officer and director of the Company.

 

(2)

The Company issued 400,000 shares of common stock to Mr. David Ho at $0.001 per share on June 10, 2005 in settlement of $400 of debt, and 2,000,000 shares of common stock to Mr. Johnny Lee at $0.001 per share on the same date in settlement of $2,000 in 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 noncash charge of $9,600 to Mr. Ho and $48,000 to Mr. Lee for management compensation to reflect the fair value of the common stock issued to Messrs. Ho and Lee. These issuances were made by Amerasia Khan Ltd. prior to the merger transaction with ShieldZone.

(3)

Represents a consulting fee paid to a company owned by Mr. Pedersen for services rendered through July 2006, but paid in fiscal 2005. In January 2006, Mr. Pedersen purchased a 50% interest in the equity of the Company through an affiliated entity and was appointed Chief Executive Officer and Director of ShieldZone.

(4)	Mr. Ho has resigned as the Chief Financial Officer of the Company and ten days following the consummation of the Merger, his resignation as a director will become effective.

(5)	Mr. Lee has resigned as the President, CEO and Director of the Company.

(6)

On May 1, 2004, the Company entered into a Management Services Agreement with Mr. Johnny Lee, the Company’s former President, CEO and Director. Pursuant to the terms of the Management Services Agreement, Mr. Lee received a consulting fee of $2,500 per month, payable on the last day of each month effective from May 1, 2004 to April 30, 2005. On May 01, 2005, the Company entered into an extension of the Management Agreement for another 12 months period ending April 30, 2006. In return, because of Mr. Lee’s local knowledge of the manufacturing industry in China and Mongolia, Mr. Lee agreed to (i) provide the Company with local (China) knowledge of the manufacturing factories in China; (ii) provide quality control for all products produced by the local (China) factories; (iii) management services, including office and administration services, telephone and computer services; and (iv) to carry out management and direction of the Company’s business, including managing, supervising and the coordinating of any export activities from China/Mongolia carried out by the Company. From inception to June 29, 2005 Mr. Lee received a total of $35,000. On June 29, 2005, the Company and Mr. Johnny Lee mutually agreed to suspend the Management Agreement, until such date that the Company is more profitable and viable. Subsequently, Mr. Lee released the Company from any obligations in connection with this matter pursuant to the Sale, Assignment, Assumption and Indemnification Agreement.

 

STOCK OPTION GRANTS AND EXERCISES

 

    For the fiscal year ended December 31, 2006, neither the Company nor ShieldZone issued any options to any officers, employees or directors. The Company currently does not have a stock option or incentive plan; however the Board of Directors has reserved 725,000 shares of common stock for use in such a plan to be established after the filing of this Current Report on Form 8-K.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS FOR SHIELDZONE

 

Except as disclosed in footnote 6 to the above Summary Compensation Table, neither the Company nor ShieldZone had any such arrangement in the past three years.

 

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COMPENSATION OF DIRECTORS

 

    During the year ended December 31, 2006, the directors of Registrant did not receive any compensation for services as directors. The directors of ShieldZone did not receive any separate compensation for their duties as directors during the year ended December 31, 2006.

 

    We intend to adopt a director compensation policy for directors which will include compensation on a per meeting basis or upon appointment which will likely be a combination of cash compensation and stock options.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    In October 2005, the Company executed a nine month consulting agreement with SunCreek, LLC, an entity wholly owned by Robert G. Pedersen II who subsequently became the Company’s Chief Executive Officer. Compensation in the amount of $85,000 was paid under the Agreement as of December 2005. No further compensation is due under the Agreement. The Agreement also provided for the sale by Phillip J. Chipping, the then sole owner of the Company, of 50% of the equity securities of the Company to SunCreek, LLC for the amount of $25,000.

 

    In November 2006, the Company ssued a Convertible Note (the “Note”), with an affiliate of the Company’s Chief Executive Officer in the original principal amount of $100,000. The Note is convertible at the holder's option any time up to maturity at a conversion price equal to $.35 per common share. The Note is due on May 15, 2007, bears interest at 20% per year and is unsecured. Such interest is payable at maturity. The common shares underlying the Note have piggy back registration rights.

 

On February 8, 2007, immediately following consummating the Merger, the Registrant entered into a Sale, Assignment, Assumption and Indemnification Agreement with Mr. Johnny Lee. Prior to the Merger, Mr. Lee was the Registrant’s President, CEO, member of the board of directors, and one of its significant stockholders. Pursuant to the spin-out agreement, (i) the Registrant sold Mr. Lee all of its assets; (ii) Mr. Lee assumed all of the Registrant’s liabilities, (iii) Mr. Lee agreed to indemnify the Registrant for breaches by Mr. Lee under the spin-out agreement; and (iv) Mr. Lee granted the Registrant a general release. As partial consideration in connection with entering into the Spin-out Agreement, Mr. Lee agreed to cancel his 4,000,000 shares of common stock held in the Registrant.

 

In addition Mr. David Ho, our former Chief Financial Officer and current director, agreed to cancel his 400,000 shares of the Registrant’s common stock.

 

DESCRIPTION OF SECURITIES

GENERAL

 

    Our Company’s Articles of Incorporation provide for authority to issue 50,000,000 shares of Common Stock with $0.001 value per Share.

COMMON STOCK

 

    The holders of the Common Stock are entitled to receive dividends when and as declared by the Board of Directors, out of funds legally available therefore. The Company has not paid cash dividends in the past and does not expect to pay any within the foreseeable future since any earnings are expected to be reinvested in the Company. In the event of liquidation, dissolution or winding up of the Company, either voluntarily or involuntarily, each outstanding share of the Common Stock is entitled to share equally in the Company's assets. Each outstanding share of the Common Stock is entitled to equal voting rights, consisting of one vote per share.

OPTIONS

 

    The Company intends to adopt an equity incentive plan for its officers, directors, employees and consultants. The Company has reserved 725,000 shares of Common Stock (none of which have been issued or granted) for use under the contemplated equity incentive plan.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is not listed, quoted or traded on any stock exchange or quotation system. Prior to the Closing of the Merger, as of February 7, 2007, there were approximately 37 stockholders of record of our common stock. 

DIVIDENDS

 

    We have never paid any cash dividends on the Common Stock. We currently anticipate that any future earnings will be retained for the development of our business and do not anticipate paying any cash dividends on the Common Stock in the foreseeable future.

 

TRANSFER AGENT

 

    Our transfer agent is Empire Stock Transfer Inc., 2470 St. Rose Pkwy, Suite 304, Henderson, Nevada, 89074. Telephone 702-818-5898.

 

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LEGAL PROCEEDINGS

 

    From time to time, we may be involved in litigation or other business disputes involving our business. The Company’s management is not aware of any material legal proceedings pending against the Company.

RECENT SALES OF UNREGISTERED SECURITIES

 

All shares of common stock issued by ShieldZone prior to the merger were converted to and exchanged for shares of our common stock pursuant to the Merger. The convertible notes, issued by SheildZone in the aggregate principal amount of $250,000.00 were converted by us pursuant to the Merger at an exercise price of $0.35 into 714,286 shares of our common stock. The issuance of shares of our common stock pursuant to the Merger was made pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder and Regulation D.

 

    On July 7, 2006, ShieldZone issued and sold 39,604 shares of common stock to an accredited investor, for $75,000. The shares of common stock were subject to various stock splits after the issuance, and immediately prior to the Merger Agreement represented 100,000 shares of common stock of ShieldZone. The shares were issued pursuant to an exemption from registration provided by Rule 506 of Regulation D, as they were issued without any form of general solicitation or general advertising and the purchaser qualified as an accredited investor and accepted the shares for his personal account and not with a view towards distribution.

 

    In November 2006, the Company issued a Convertible Note (the “Note”), with an affiliate of the Company’s Chief Executive Officer in the original principal amount of $100,000. The Note is convertible at the holder's option any time up to maturity at a conversion price equal to $.35 per common share. The Note is due on May 15, 2007, bears interest at 20% per year and is unsecured. Such interest is payable at maturity. The common shares underlying the Note have piggy back registration rights. The Note was issued pursuant to an exemption from registration provided by Rule 506 of Regulation D, as it was issued without any form of general solicitation or general advertising and the purchaser qualified as an accredited investor and accepted the Note and underlying shares for its personal account and not with a view towards distribution.

 

    On December 27, 2006, ShieldZone issued a Secured Convertible Promissory Note in the principal amount of $250,000 to an accredited investor. The Note is convertible into shares of the Company’s common stock at a conversion price per share of $0.35. The Note was issued pursuant to an exemption from registration provided by Rule 506 of Regulation D, as it was issued without any form of general solicitation or general advertising and the purchaser qualified as an accredited investor and accepted the Note and underlying shares for its personal account and not with a view towards distribution.

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

    Our By-Laws and Section 78.7502 of the Nevada Revised Statutes provides that we may indemnify any person who was or is a party, or is threatened to be made a party, to any action, suit or proceeding brought by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity. The expenses that are subject to this indemnity include attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the indemnified party in connection with the action, suit or proceeding. In order for us to provide this statutory indemnity, the indemnified party must not be liable under section 78.138 of the Nevada Revised Statutes or must have acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. With respect to a criminal action or proceeding, the indemnified party must have had no reasonable cause to believe his conduct was unlawful.

 

    Section 78.7502 also provides that we may indemnify any person who was or is a party, or is threatened to be made a party, to any action or suit brought by or on behalf of the corporation by reason of the fact that he is or was serving at the request of the corporation as a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity against expenses actually or reasonably incurred by him in connection with the defense or settlement of such action or suit if he is not liable under section 78.138 of the Nevada Revised Statutes or if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. We may not indemnify a person if the person is judged to be liable to the corporation, unless and only to the extent that the court in which such action or suit was brought or another court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity.

 

    Section 78.7502 further requires us to indemnify present and former directors or officers against expenses if they have been successful on the merits or otherwise in defense of any action, suit, or proceeding, or in defense of any claim, issue, or matter.

Item 3.02    UNREGISTERED SALES OF EQUITY SECURITIES

 

    See Recent Sales of Unregistered Securities in Item 2.01 above, which is incorporated by reference to this Item 3.02.

 

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Item 5.02    DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS 

(a)  Resignation of Director

 

    Effective February 8, 2007 Mr. Lee resigned from the board of directors of the Registrant. There were no disagreements between him and any officer or director of the Registrant. The Registrant provided a copy of the disclosures it is making in response to this Item 5.02 to him and informed him that he may furnish the Registrant as promptly as possible with a letter stating whether he agrees or disagrees with the disclosures made in response to this Item 5.02, and that if he disagrees, then the Registrant requests that he provide the respects in which he does not agree with the disclosures. The Registrant will file any letter received from him as an exhibit to an amendment to this current report on Form 8-K within two business days after receipt by the Registrant.

(b)  Resignation of Officers

 

    Effective February 8, 2007, Mr. Lee resigned as the Chief Executive Officer of the Registrant and director. Effective February 8, 2007, Mr. Ho resigned as the Chief Financial Officer.

(c)  Appointment of Directors

 

    Effective February 8, 2007, Mr. Pedersen was appointed to Registrant’s Board of Directors and he will begin his service as a director as soon as Registrant complies with Rule 14f1.

 

    Descriptions of the newly appointed directors and officers can be found in Item 2.01 above, in the section titled “DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.”

(d)  Appointment of Chief Executive Officer and President

 

    Effective February 8, 2007 Mr. Robert G. Pedersen was appointed as Chief Executive Officer and President of the Registrant. There are no family relationships with any of the Company’s other executive officers or directors. Any related party transactions involving Mr. Pedersen are described above. 

 

Item 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

 

    As a result of the Merger, the fiscal year end of the Registrant will change from March 30 to December 31, which is ShieldZone’s fiscal year end.

 

Item 5.06    CHANGE IN SHELL COMPANY STATUS

 

    Under the Merger Agreement by and between Registrant on one hand and Target on the other hand, on the Closing Date, the Registrant’s wholly-owned subsidiary merged with Target in exchange for the issuance of 10,175,000 shares of Common Stock to Target’s shareholders. The closing of this transaction occurred on February 8, 2007. Prior to the transaction, the Registrant was in the business or renting and selling academic regalia, such as caps, gowns and stoles. That business generated nominal revenue for the Registrant. From and after the closing, the Registrant’s operations will consist of the operations of Target.

Item 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements of Business Acquired

 

    The financial statements of ShieldZone Corporation for the period from March 24, 2005 (inception) through years ended December 31, 2005 and the unaudited financial statements for the nine months ended September 30, 2006 and 2005 are incorporated herein by reference to Exhibit 99.2 and Exhibit 99.3 to this Current Report.

(b)  Unaudited Pro Forma Financial Statements 

 

    The unaudited pro forma financial statements are incorporated herein by reference to Exhibit 99.4 to this Current Report.

(c)  INDEX TO EXHIBITS.

 

Exhibit Number	Description
2.1	Agreement and Plan of Merger dated February 8, 2007
2.2	Sale, Assignment, Assumption and Indemnification Agreement dated February 8, 2007
3.1(1)	Articles of Incorporation of Registrant as filed with the State of Nevada
3.2 (1)	Bylaws of Registrant
10.1 (1)	Management Services Agreement dated May 1, 2005
10.2 (1)	Extension of Management Services Agreement dated May 1, 2005
10.3 (1)	Suspension of Management Services Agreement Dated May 1, 2005
10.4 (1)	Academic Regalia Purchase and Rental Agreement Dated June 15, 2005
10.5	Form of Reseller Agreement
10.6	Form of License Agreement
10.7	Form of Distributorship Agreement
10.8	Distribution Agreement with CareFit USA dated October 3, 2006
10.9	Distribution Agreement with ENVIOUS dated January 24, 2006
99.1	Director’s and Officer’s Letter of Resignation by Mr. Johnny Lee dated February 8, 2007
99.2	FiFinancial statements of ShieldZone Corporation for the period from March 24, 2005 (inception) through year ended December 31, 2005
99.3	Unaudited financial statements of ShieldZone Corporation for the nine months ended September 30, 2006 and 2005
99.4	Unaudited pro forma balance sheet as of December 31, 2005 and September 30, 2006 and unaudited pro forma Statement of Operations for the fiscal year ended December 31, 2005 and the nine months ended September 30, 2006.
(1)	Incorporated by Reference from Registrant’s Registration Statement on Form SB-2 filed December 2, 2005, as amended.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.