UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended November 30, 2009
	For the quarterly period ended February 28, 2010
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period to __________
	For the transition period from __________ to __________
	Commission File Number: 333-156409

~~NanoAsia Ltd~~Ad Systems Communications, Inc.

(Exact name of ~~small~~Registrant ~~business issuer~~ as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)	~~(IRS Employer Identification No.)~~
Shop G18-19, Zheng Cheng Bu Xing Jie, Zhen Xing San Jei Dongguan, Guangdong, China
495 State Street Suite # 459, Salem, Oregon 97301
(Address of principal executive offices)

~~852~~971-~~9260~~239-~~2297~~4166 (~~Issuer~~Registrant’s telephone number) _______________________________________________________________ (Former name, former address and former fiscal year, if changed since last report)

~~Check~~ Indicate by check mark whether the ~~issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the ~~issuer~~registrant 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 96,~~000~~600,000 common shares as of ~~January~~April 7, 2010.

1Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4T:	Controls and Procedures	9
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	10
Item 1A:	Risk Factors	10
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3:	Defaults Upon Senior Securities	10
Item 4:	Submission of Matters to a Vote of Security Holders	10
Item 5:	Other Information	10
Item 6:	Exhibits	1110

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:
F-1	Balance Sheet as of ~~November~~February 3028, ~~2009~~2010 (unaudited) and August 31, 2008 (~~audited~~unaudited);
F-2	Statements of Operations for the three and six months ended ~~November~~February 3028, ~~2009~~2010 and ~~2008~~2009, and period from September 19, 2007 (Inception) to ~~November~~February 3028, ~~2008~~2009 and ~~November~~February 3028, ~~2009~~2010 (unaudited);
F-3	~~Statement~~Statments of Stockholders’' Equity ~~for period from September 19, 2007~~ (~~Inception~~Deficit) toas ~~November~~of 30February 28, ~~2009 (unaudited);~~2010
F-4	Statements of Cash Flows for the three and six months ended ~~November~~February 3028, ~~2009~~2010 and ~~2008~~2009, and period from September 19, 2007 (Inception) to ~~November~~February 3028, ~~2008~~2009 and ~~November~~February 3028, ~~2009~~2010 (unaudited);
F-4	Notes to Financial Statements;
F-5	Notes to Financial Statements;

These 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-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~November~~ 30February 28, ~~2009~~ 2010 are not necessarily indicative of the results that can be expected for the full year.

~~NANOASIA LTD.~~Table of Contents

~~(A DEVELOPMENT~~AD ~~STAGE~~SYSTEMS ~~COMPANY)~~COMMUNICATIONS, INC.

~~BALANCE SHEETS~~Balance Sheets

As of November 30, 2009 and August 31, 2009

ASSETS
	February 28, 2010		August 31, 2009
	(unaudited)		(unaudited)
CURRENT ASSETS

Cash	$	210,597	$	506
Refundable deposits		25,000		-
Trade accounts receivable, net		168,099		100,969

Total Current Assets		403,696		101,475

PROPERTY AND EQUIPMENT, net		12,785		-

TOTAL ASSETS	$	416,481	$	101,475

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable	$	189,630	$	89,446
Advance payable - related parties		550,000		498,000
Convertible note payable, net		3,247		-

Total Current Liabilities		742,877		587,446

TOTAL LIABILITIES		742,877		587,446

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock; $0.001 par value; 90,000,000 shares authorized; 52,800,000 and 32,000,000 shares issued and outstanding, respectively		52,800		32,000
Additional paid-in capital		381,852		137,652
Accumulated deficit		(765,848)		(660,423)

Total Stockholders' Equity (Deficit)		(331,196)		(490,771)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	411,681	$	96,675

	November 30, 2009 (unaudited)			August 31, 2009 (audited)
ASSETS
Current assets
Cash	$	2,096		$	2,096
Total current assets		2,096			2,096
Total assets	$	2,096		$	2,096
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities
Accrued expenses	$	21,038		$	19,538
Total Current Liabilities		21,038			19,538
Advances from shareholders – Note 4		64,000			64,000
Total Liabilities		85,038			83,538
STOCKHOLDERS’ DEFICIT
Common stock, $.001 par value, 90,000,000 common shares authorized; 9,000,000 common shares issued and outstanding		9,000			9,000
Deficit accumulated during the development stage		(91,942	)		(90,442	)
Total stockholders’ deficit		(82,942	)		(81,442	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,096		$	2,096

The accompanying notes are an integral part of these financial statements.

~~See accompanying~~Table ~~notes~~of ~~to financial statements.~~Contents

~~F-1~~AD SYSTEMS COMMUNICATIONS, INC.

~~NANOASIA LTD.~~Statements of Operations

(~~A DEVELOPMENT STAGE COMPANY~~unaudited)

STATEMENTS OF OPERATIONS (unaudited)

	For the Three Months Ended February 28,				For the Six Months Ended February 28,
	2010		2009		2010		2009


REVENUES	$	188,790	$	162,858	$	263,645	$	222,432

COST OF SALES		62,867		74,070		87,794		74,070

GROSS PROFIT		125,923		88,788		175,851		148,362

OPERATING EXPENSES

General and administrative		178,699		131,152		268,814		218,036

Total Operating Expenses		178,699		131,152		268,814		218,036

LOSS FROM OPERATIONS		(52,776)		(42,364)		(92,963)		(69,674)

OTHER INCOME (EXPENSES)

Interest expense		(12,462)		-		(12,462)		-
		.				.
Total Other Income (Expense)		(12,462)		-		(12,462)		-

LOSS BEFORE TAXES		(65,238)		(42,364)		(105,425)		(69,674)

Provision for Income Taxes		-		-		-		-

NET LOSS	$	(65,238)	$	(42,364)	$	(105,425)	$	(69,674)

BASIC AND DILUTED LOSS PER SHARE	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		52,800,000		32,000,000		42,400,000		32,000,000

~~For the~~The ~~three~~accompanying ~~months~~notes ~~ended~~are ~~November~~an ~~30,~~integral ~~2009~~part ~~and~~of ~~2008~~these financial statements.

~~For the~~AD ~~period~~SYSTEMS ~~from September 19~~COMMUNICATIONS, ~~2007 (Date of Inception) through November 30, 2009~~INC.

	Three months ended November 30, 2009			Three months ended November 30, 2008			Period from September 19, 2007 (Inception) to November 30, 2009
Revenue
Sales	$	-0-		$	-0-		$	360
General and administrative expenses:
Professional fees	$	1,500		$	3,554		$	48,176
Office and miscellaneous		-0-			138			4,126
Licensing agreement		-0-			-0-			40,000
Total general and administrative expenses		1,500			3,692			92,302
Net loss and comprehensive loss	$	(1,500	)	$	(3,692	)	$	(91,942	)
Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		9,000,000			9,000,000

Statements of Stockholders' Equity (Deficit)

~~See accompanying notes to financial statements.~~(Unaudited)

F-2

	Common Stock				Additional Paid-in		Accumulated		Total Stockholders' Equity
	Shares		Amount		Capital		Deficit		(Deficit)

Balance, August 31, 2008		32,000,000	$	32,000	$	137,652	$	(567,665)	$	(398,013)

Net loss for the year ended ended August 31, 2009		-		-		-		(92,758)		(92,758)

Balance, August 31, 2009		32,000,000		32,000		137,652		(660,423)		(490,771)

Recapitalization		20,800,000		20,800		(20,800)		-		-

Value of beneficial conversion feature		-		-		265,000		-		265,000

Net loss for the six months ended ended February 28, 2010		-		-		-		(105,425)		(105,425)

Balance, February 28, 2010		52,800,000	$	52,800	$	381,852	$	(765,848)	$	(331,196)

The accompanying notes are an integral part of these financial statements.

~~NANOASIA LTD.~~Table of Contents

~~(A DEVELOPMENT~~AD ~~STAGE~~SYSTEMS ~~COMPANY)~~COMMUNICATIONS, INC.

Statements of Cash Flows

~~STATEMENT OF STOCKHOLDERS’ DEFICIT~~ (unaudited)

Period from September 19, 2007 (Date of Inception) through November 30, 2009

	For the Six Months Ended February 28,
	2010		2009
OPERATING ACTIVITIES

Net loss	$	(105,425)	$	(69,674)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of beneficial conversion feature		3,247		-
Depreciation expense		441		-
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		(67,130)		-
(Increase) decrease in refundable deposits		(25,000)		-
Increase (decrease) in accounts payable		100,184		4,917

Net Cash Used in Operating Activities		(93,683)		(64,757)

INVESTING ACTIVITIES

Purchase of equipment		(13,226)		-

Net Cash Used in Investing Activities		(13,226)		-

FINANCING ACTIVITIES

Proceeds from note payable		265,000		-
Proceeds from related party advances		52,000		74,300

Net Cash Provided by Financing Activities		317,000		74,300

NET INCREASE IN CASH		210,091		9,543

CASH AT BEGINNING OF PERIOD		506		187

CASH AT END OF PERIOD	$	210,597	$	9,730

CASH PAID FOR:

Interest	$	-	$	-
Income Taxes	$	-	$	-

NON CASH FINANCING ACTIVITIES:

Related Party Advances Converted to Common Stock	$	-	$	-

	Common stock		Additional paid-in capital	Deficit accumulated during the development stage	Total
	Shares	Amount
Issuance of common stock for cash to founders	6,000,000	$ 6,000	$ -	$ -	$ 6,000
Issuance of common stock for cash at $.001	3,000,000	3,000			3,000
Net loss for the period	-	-	-	(52,824)	(52,824)
Balance August 31, 2008	9,000,000	9,000	-	(52,824)	(43,824)
Net loss for the period	-	-	-	(37,618)	(37,618)
Balance, August 31, 2009	9,000,000	9,000	-	(90,442)	(81,442)
Net loss for the period	-	-	-	(1,500)	(1,500)
Balance, November 30, 2009	9,000,000	$ 9,000	$ -	$ (91,942)	$(82,942)

The accompanying notes are an integral part of these financial statements.

~~See accompanying~~Table ~~notes~~of ~~to financial statements.~~Contents

~~F-3~~AD SYSTEMS COMMUNICATIONS, INC.

~~NANOASIA LTD~~(fka NanoAsia Ltd.)

(A ~~DEVELOPMENT~~ ~~STAGE~~Development ~~COMPANY~~Stage Company)

~~STATEMENTS OF~~Notes ~~CASH~~to ~~FLOWS~~the ~~(unaudited)~~Financial Statements

~~For the~~February ~~three~~28, ~~months~~2010 ~~ended~~and ~~November~~August 3031, 2009 ~~and 2008~~

~~For the~~NOTE ~~period~~1 ~~from~~- ~~September~~CONDENSED ~~19,~~FINANCIAL ~~2007 (Date of Inception) through November 30, 2009~~STATEMENTS

	Three Months Ended November 30, 2009			Three Months Ended November 30, 2008			Period from September 19, 2007 (Inception) to November 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss and comprehensive loss	$	(1,500	)	$	(3,692	)	$	(91,942	)
Change in non-cash working capital items Increase (decrease) in accrued expenses		(1,500	)		(8,973	)		21,038
CASH FLOWS USED IN OPERATING ACTIVITIES		-0-			(12,665	)		(70,904	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		-0-			-			9,000
Advances from shareholders		-0-			10,000			64,000
CASH FLOWS FROM FINANCING ACTIVITIES		-0-			10,000			73,000
NET INCREASE (DECREASE) IN CASH		-0-			(2,665	)		2,096
Cash, beginning of period		2,096			6,744			-
Cash, end of period	$	2,096		$	4,079		$	2,096
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at February 28, 2010 and August 31, 2009, and for all periods presented herein, have been made.

~~See accompanying~~Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes tothereto included in the Company's August 31, 2009 audited financial statements. The results of operations for the period ended February 28, 2010 is not necessarily indicative of the operating results for the full year.

FNOTE 2 -4 GOING CONCERN

~~NANOASIA LTD~~The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~(A DEVELOPMENT~~In ~~STAGE~~order ~~COMPANY)~~to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

~~NOTES TO~~The ~~THE~~ability ~~FINANCIAL~~of ~~STATEMENTS~~the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~November 30,~~NOTE ~~2009~~3 – SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of NanoAsia 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 annual report filed with the SEC as of and for the periods ended August 31, 2009 on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the financial statements for the interim periods presented to be not misleading 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 2009 as reported in Form 10-K, have been omitted.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

NanoAsia Ltd. (“Nanoasia” or the “Company”) was incorporated in Nevada on September 19, 2007. NanoAsia is a Development stage company and has not yet realized any revenues from its planned operations. NanoAsia has entered into an exclusive distributorship agreement with Nanoduck Limited to distribute its line of clothing enhancement chemicals in the province of Guang Dong, China and Hong Kong.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the ~~balance~~financial ~~sheet~~statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

~~Basic~~Table ~~Loss~~of ~~Per Share~~Contents

~~Basic loss~~AD ~~per~~SYSTEMS ~~share~~COMMUNICATIONS, ~~has been calculated based on the weighted average number of shares of common stock outstanding during the period~~INC.

~~Comprehensive Income~~(fka NanoAsia Ltd.)

~~The Company~~ (A ~~has~~Development ~~established~~Stage ~~standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the~~ Company would disclose 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 not had any significant transactions that are required to be reported in other comprehensive income.)

~~F-5~~Notes to the Financial Statements

~~NANOASIA LTD.~~February 28, 2010 and August 31, 2009

~~(A DEVELOPMENT~~NOTE ~~STAGE~~3 ~~COMPANY~~– SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2009

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Tax

Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents

Recent Accounting Pronouncements

~~NanoAsia~~ In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not ~~expect~~change, the ~~adoption~~scope of ~~recently~~current ~~issued~~US ~~accounting~~GAAP. ~~pronouncements~~It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset de-recognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have aalready ~~significant~~adopted ~~impact~~FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company’s ~~results~~does not expect the provisions of ~~operations,~~ASU 2010-02 to have a material effect on the financial position, results of operations or cash ~~flow~~flows of the Company.

~~NOTE~~In 3January 2010, the FASB issued Accounting Standards Update 2010- ~~GOING~~01, ~~CONCERN~~Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~NanoAsia has~~In ~~recurring~~December ~~losses and has a deficit accumulated during the development stage of $91,942 as of November 30,~~ 2009~~. NanoAsia's financial statements are prepared using the generally accepted accounting principles applicable to a going concern~~, ~~which contemplates~~ the ~~realization~~FASB ofissued ~~assets~~Accounting ~~and~~Standards ~~liquidation~~Update ~~of liabilities in the normal course of business. However~~2009-17, ~~NanoAsia~~Consolidations ~~has no~~(Topic ~~current~~810): ~~source~~Improvements ofto ~~revenue.~~Financial ~~Without~~Reporting ~~realization~~by ofEnterprises ~~additional~~Involved ~~capital,~~with ~~it would~~Variable beInterest ~~unlikely for NanoAsia to continue as a going concern~~Entities. ~~NanoAsia's~~ ~~management~~This ~~plans~~Accounting onStandards ~~raising~~Update ~~cash~~amends ~~from public or private debt or equity financing, on an as needed basis and in~~ the ~~longer~~FASB ~~term, revenues~~Accounting ~~from~~Standards ~~the~~Codification ~~acquisition~~for ~~and~~Statement ~~development of mineral interests, if found~~167. ~~NanoAsia's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.~~

~~NOTE~~In 4December 2009, the FASB issued Accounting Standards Update 2009- ~~LICENSE~~16, ~~AGREEMENT~~Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

In ~~March 2008,~~October NanoAsia entered into an exclusive distributorship agreement with Nanoduck Limited to acquire the exclusive distribution rights to Nanoduck’s product line of clothing enhancement chemicals in the province of Guang Dong2009, ~~China and Hong Kong. In consideration, NanoAsia paid to Nanoduck Limited, cash of $40,000 on~~ the ~~effective~~FASB ~~date~~issued ofAccounting ~~the~~Standards ~~distributorship~~Update ~~agreement~~2009-15, ~~and~~Accounting ~~will~~for ~~be responsible~~Own-Share toLending ~~pay~~Arrangements anin ~~additional~~Contemplation ~~$20,000 with 18 months~~ of ~~the~~Convertible ~~effective~~Debt ~~date~~Issuance ~~of the~~or ~~agreement~~Other Financing. ~~The~~This ~~agreement~~Accounting ~~shall~~Standards ~~remain~~Update inamends ~~force for a thirty month period from~~ the ~~effective~~FASB ~~date;~~Accounting ~~however,~~Standard atCodification ~~the sole discretion of Nanoduck Limited, the agreement can be extended~~ for anEITF ~~additional 30 month period upon payment by NanoAsia of an additional $20,000~~09-1.

FIn October 2009, the FASB issued Accounting Standards Update 2009-614, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15,2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~NANOASIA LTD.~~Table of Contents

~~(AN DEVELOPMENT~~AD ~~STAGE~~SYSTEMS ~~COMPANY)~~COMMUNICATIONS, INC.

~~NOTES TO~~(fka ~~THE~~NanoAsia ~~FINANCIAL STATEMENTS~~Ltd.)

~~November 30,~~ (A ~~2009~~Development Stage Company)

~~NOTE~~Notes 5to ~~- ADVANCES~~the ~~FROM~~Financial ~~SHAREHOLDER~~Statements

~~The advances~~February ~~from~~28, ~~shareholder~~2010 ~~are~~and ~~non-interest~~August ~~bearing~~31, ~~and are due 12 months after receipt of written demand for payment.~~2009

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~NOTE~~Recent 6Accounting ~~– COMMON~~Pronouncements ~~STOCK~~(continued)

~~At inception~~In October 2009, ~~NanoAsia~~the FASB issued 6Accounting Standards Update 2009-13,~~000~~ Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15,~~000~~ ~~shares~~2010. Early adoption is permitted. The Company does not expect the provisions of ~~stock~~ASU 2009-13 to ~~its~~have ~~founding~~a ~~shareholder for~~material $6effect on the financial position,~~000~~ results of operations or cash flows of the Company.

~~During~~ In September 2009, the ~~period~~FASB ~~ended~~issued ~~August~~Accounting 31Standards Update 2009-12, ~~2008~~Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, ~~NanoAsia~~2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. ~~3,000,000~~The ~~shares~~Company does not expect the provisions of ~~stock~~ASU ~~for $~~2009-12 3to have a material effect on the financial position,~~000~~ results of operations or cash flows of the Company.

~~NOTE~~In 7July ~~– COMMITMENTS~~2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

~~NanoAsia neither~~NOTE ~~owns~~4 ~~nor~~– ~~leases~~RELATED ~~any~~PARTY real or personal property, an officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.TRANSACTIONS

The Company issued 32,000,000 shares of its common stock upon its incorporation for the conversion of $174,452 of debt during the period ended February 28, 2010.

As of February 28, 2010, the Company owed $550,000 to related parties for funds advanced for its operations. The advances are due upon demand, unsecured and accrue interest at 10% per annum.

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AD SYSTEMS COMMUNICATIONS, INC.

(fka NanoAsia Ltd.)

(A Development Stage Company)

Notes to the Financial Statements

February 28, 2010 and August 31, 2009

NOTE 5 – CONVERTIBLE DEBT

At February 28, 2010, the Company had an outstanding note payable for $265,000. The note is unsecured, accrues interest at 10% per annum and is due and payable upon demand. The note is convertible into shares of the Company’s common stock at $0.50 per share or 90% of the 5 day average bid price whichever is lower. The Company recorded $265,000 for the value of the beneficial conversion feature attached to the note payable. The amount allocated to the beneficial conversion feature has been recorded as additional paid-in capital and a related discount on the convertible promissory note, which discount was amortized as a non-cash charge to interest expense over the term of the note. Interest expense from the amortization of the discount on the convertible promissory note was $3,247 for the period ended February 28, 2010.

NOTE 6 – SIGNIFICANT EVENTS

Effective January 1, 2010, NanoAsia, Ltd. (NanoAsia) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Ad Systems Communications, Inc., a privately held Oregon corporation (“Ad Systems”), and NanoAsia Acquisition Corp. (“Acquisition Sub”), a newly formed wholly-owned Nevada subsidiary. In connection with the closing of this merger transaction, Ad Systems merged with and into Acquisition Sub (the “Merger”) on February 11, 2010. As a result of the Merger, Ad Systems no longer exists and Acquisition Corp. became NanoAsia’s wholly-owned subsidiary. Pursuant to the Merger Agreement, the sole shareholder of Ad Systems immediately prior to the closing of the Merger exchanged all of the shares of Ad Systems for 32,000,000 shares of NanoAsia’s common stock. NanoAsia had 20,800,000 shares issued and outstanding prior to the Merger. Accordingly, the accompanying financial statements therefore reflect 32,000,000 shares outstanding prior to the Merger and 20,800,000 shares issued as a result of the merger. The accompanying financial statements also reflect the retirement of 51,200,000 shares owned by the former officers and directors of NanoAsia who agreed to purchase NanoAsia’s former nano-technology business in exchange for the cancellation and return all of their collective common stock into treasury and the forgiveness of debts owed to them.

The Company also entered into a convertible debt agreement for up to $750,000 of financing. The Company has received $265,000 of convertible debt proceeds as of March 18, 2010. The shareholder of the Company became the controlling shareholder of the combined entity. Accordingly, the transaction has been accounted for as a recapitalization of the Company. The number of shares outstanding and per share amounts have been restated to recognize the recapitalization.

NOTE 7 – COMMON STOCK TRANSACTIONS

Effective April 9, 2010 the Company’s Board of Directors approved an 8-for-1 forward stock split of the Company’s currently issued and outstanding common stock. The Company’s statements of stockholder’s equity have been retroactively restated to reflect the split. Prior to approval of the forward split the Company had a total of 6,600,000 issued and outstanding shares of $0.001 par value common stock. On the effective date of the forward split, the Company had total of 52,800,000 issued and outstanding shares of $0.001 par value common stock.

NOTE 8 – SUBSEQUENT EVENTS

~~Management has~~Between ~~evaluated~~March ~~subsequent~~1, ~~events~~2009 ~~through~~and April 23, 2010, the ~~date~~Company onreceived ~~which~~an ~~the~~additional ~~financial statements~~$100,000 ~~were~~in ~~submitted~~cash pursuant to the ~~Securities~~convertible ~~and~~debt ~~Exchange~~agreement. The ~~Commission~~Company ~~and~~also ~~has determined~~changed itits ~~does~~fiscal ~~not~~year ~~have~~ended ~~any~~August ~~material~~31 ~~subsequent~~to ~~events~~a ~~to disclose~~calendar year ended December 31.

~~F-7~~In accordance with ASC 855, management evaluated the subsequent events through April 23, 2010. The Company had no additional material subsequent events transpire.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Overview

We ~~are engaged~~were incorporated as “NanoAsia Ltd.” (“NanoAsia”) on September 19, 2007, in the ~~business~~State of Nevada for the purpose of purchasing chemicals produced through the use of nano-technology by NanoDuck China ~~(our "Products")~~, using those chemicals to treat finished garments for companies that manufacture and sell clothing ~~(our “Services”)~~, and selling those chemicals to fabric mills who wish to produce and sell fabrics with special performance features. When fabrics are treated with our Products, they become performance fabrics with special attributes: Water and Oil Repellent (“WOR”), UV Protection (“UV”), or Antibacterial (“AB”). We believe such products will enhance garment and textile performance and significantly improve the functionality of the original material without impacting the look or feel.

~~The rising demand for economical performance daily wears~~However, ~~and the benefits brought by nanotechnology have resulted in what~~ we ~~anticipate~~recently ~~will~~determined ~~be a highly receptive potential market for our Products and Services. We have partnered with NanoDuck China, Ltd (“NanoDuck”), a company~~ that ~~has developed WOR, UV, and AB chemical treatments for fabrics, and mixes and sells those treatments. Through~~ our ~~Exclusive~~ ~~Distributorship~~current ~~Agreement~~business ~~(“EDA”)~~model ~~with~~was ~~NanDuck,~~inferior ~~we are NanoDuck’s exclusive distributor within the entire province of Guang Dong, China, as well as Hong Kong. According~~ to the ~~terms~~opportunity ~~of the EDA,~~ we ~~will~~discovered ~~pay~~with ~~$40,000~~Ad ~~on the effective date of the EDA, and an additional $20,000 within eighteen months of the effective date of the EDA~~Systems. ~~We made the $40~~Accordingly,~~000~~ ~~payment. The~~on ~~EDA is~~February ~~effective for thirty months and renewable for an additional thirty months upon payment of an additional $20~~11,~~000~~ ~~to NanoDuck. In return~~2010, we ~~are~~entered ~~able~~into ~~to purchase~~the ~~treatment~~Merger ~~chemicals~~Agreement ~~for~~with ~~WOR,~~Ad UVSystems, ~~and~~whereby ~~AB from NanoDuck at wholesale prices, which~~ we ~~can~~acquired ~~resell~~all ~~at retail prices or use in providing treatment services. NanoDuck will also provide wholesale apparel and fabric nano-treatment services to us as part~~ of ~~our~~the ~~EDA. Should we determine to build or lease a garment and fabric treatment facility in which to utilize NanoDuck’s chemicals~~assets, ~~NanoDuck~~ ~~will provide equipment~~liabilities, ~~chemicals,~~ and ~~consulting~~business atoperations ~~wholesale prices, according to the terms~~ of ~~the~~Ad ~~EDA~~Systems.

In consequence of entering into the Merger Agreement, we have determined to pursue the business plan of Ad Systems. We are currently engaged in the cable television advertising business.

WeTable have also licensed the formulas from NanoDuck, so that we are able to mix their proprietary chemical treatments from chemicals purchased through other suppliers if necessary. We have also independently developed a method to combine these chemicals to provide treatments that provide the performance characteristics of ~~multiple~~ ~~treatments.~~Contents

WeOur plan to offer our Products to select target customers for testing and feedback in order to generate demand and establish a customer base. We also plan to offer our Services through our contract with NanoDuck to use their facilities to treat garments. To date, we have not earned any significant revenues, as we are in the beginning stages of implementing our business plan.Business

~~Purchases~~We are engaged in the business of developing, manufacturing, selling, and managing advertisement insertion hardware and software systems and services (our "Products" and “Services”). We have specifically targeted second and third tier cable TV operators that deploy national cable TV networks in the U.S. However, we do have plans to expand our operations to certain international markets.

WeOur ~~plan to~~Product ~~continue~~enables tolocal ~~develop~~cable operators (our ~~relationship~~“Customers”) ~~with~~to ~~NanoDuck,~~insert ~~purchase~~advertising ~~chemicals, chemical~~in ~~treatments,~~both conventional and ~~equipment,~~nontraditional ~~and~~cable ~~obtain~~TV ~~consulting~~systems. ~~services~~Our ~~from~~Services to the ~~company.~~ Weoperator ~~also~~consist ~~intend~~of toacquiring ~~develop~~advertising ~~relationships~~spots ~~with~~from ~~other~~local, ~~chemical suppliers~~regional, so ~~that~~and wenational ~~may~~advertisers; ~~use~~scheduling, ~~the~~running, ~~chemical~~and ~~mixing~~billing ~~procedures~~for ~~that~~playback wetime; ~~have~~installing ~~licensed~~and ~~from NanoDuck~~maintaining tothe ~~create~~associated ~~larger~~hardware ~~volumes~~and ofsoftware; ~~chemical~~providing ~~treatments,~~ongoing ~~should~~support; ~~our~~and managing ad sales ~~exceed~~, ~~levels~~all ~~that~~on ~~NanoDuck~~a ~~can~~revenue ~~supply~~share basis.

We are ~~required~~ toan ~~pay~~independent ~~$20,000~~provider toof ~~NanoDuck~~designated ~~within~~market 18area ~~months~~(“DMA”) ofbased ~~the~~cable ~~effective~~TV ~~date~~advertising ~~of the~~sales ~~EDA,~~and ~~which~~commercial isdelivery ~~December~~in ~~27,~~the ~~2009~~U. S. We ~~have~~expect ~~not~~that ~~yet~~our ~~made~~international ~~the~~expansion ~~$20,000 payment. On~~will ~~December~~initially 3,focus ~~2009,~~on wemarket ~~entered~~opportunities ~~into~~in anIndia ~~amendment~~and toLatin ~~the~~America, ~~EDA with~~followed ~~NanoDuck~~by Canada. We intend to ~~extend~~continue to focus the ~~payment~~placement of ~~$20,000~~our ~~for~~Products ~~thirty~~with ~~months~~independently-owned ~~from~~cable ~~the effective~~TV ~~date~~systems, offranchised ~~the~~cable ~~amendment. This~~operators, ~~action~~colleges ~~was~~and ~~taken~~university ascampuses, ahotels, ~~result~~resorts, ~~in the~~and ~~current~~other ~~economic~~multi-dwelling-units ~~turndown~~(“MDUs”).

~~Pursuant to~~We ~~our~~provide ~~contract~~ad-insertion ~~with~~technology ~~NanoDuck,~~and weservices ~~are~~to ~~entitled~~Customers towho ~~technical~~were ~~and~~previously ~~service~~unable ~~support~~ to benefit from ~~NanoAsia~~this ~~for~~technology ~~applications~~due ofto the ~~Product~~prohibitively high cost of most ad-insertion systems. Our hardware is significantly less expensive to produce than traditional systems, and ~~the~~we ~~specifications~~maintain ownership of the ~~treatment~~ ~~process. Upon~~system ~~conclusion~~when ofwe ~~our~~place ~~Product~~it ~~testing~~with a Customer. Thus, our ~~contract~~ ~~allows~~Customer’s usexperience tono ~~purchase~~out-of-pocket expense; they simply split with us the ~~Product~~additional ~~from~~revenue ~~NanoDuck~~generated atby ~~wholesale prices~~our system.

~~Product Testing~~Based on this model, we successfully completed a beta rollout to 12 sites in early 2008, and have since increased our customer base to 25 cable TV systems. This customer base is comprised of several Universities and small cable operators for an installed base of some 225,889 subscribers. We are ready to expand this customer base with 195 additional multi-year contracts that have already been signed, increasing our installed base to 824,400 in 2010, and 4,255,200 in 2011. Additionally, we have multiple five-year contracts pending, which, when concluded, will increase this installed base to 11,671,299 in 2012 and 22,135,200 in 2013. We anticipate monthly revenues on average of $4 to $6 per subscriber once fully deployed.

~~We currently~~Our ~~plan~~offices toare ~~provide~~located ~~our~~at ~~Products~~495 ~~free~~State ofStreet ~~charge~~Suite to# ~~a few select garment manufacturers for commercial testing and feedback. These target customers include: HK Camper Tent Mfg Co.~~459, ~~Ltd.~~Salem, ~~a tent manufacturer based in Guang Dong Province~~Oregon, ~~China; Whole March Garment Ltd~~97301., a clothing manufacturer based in Hong Kong; and DongGuan ZhongTong ZhongXing Dyeing and Washing Factory, a jean fabric manufacturer based in Guang Dong Provice, China. The purpose of this testing is to: expose our Products to potential customers in the industry; allow those customers to sample our Products’ performance characteristics; cultivate demand for our Products to the end users; and provide us with valuable feedback on how to adapt our Products to better meet the needs of our potential manufacturing customers.

Product Development

We intend to continue the development and refinement of our Product over the coming months. We are currently in the process of developing the next generation of our Product to ensure that it will maintain compatibility with evolving TV technology and continue to function successfully on any platform and every type of video delivery.

WeTable ~~hope that our customers are able to manufacture nanotechnology performance garments and fabrics to the marketplace without the burden~~ of managing technical expertise, costs, time, and risks normally associated with the development of technologically sophisticated products. We plan to work closely with our potential manufacturing customers to train them on the correct application and use of our Products, or allow these customers access to our garment treatment Services (explained below). This process should enhance our communication with potential customers and improve the quality of instructions to use our Products.Contents

~~We believe~~During the ~~costs~~last ontwo ~~our~~years ~~testing~~one ~~and~~person ~~feedback~~has ~~program~~been ~~will~~dedicated beto ~~minimal.~~research Weand dodevelopment. ~~not pay~~This ~~our~~has ~~potential~~produced ~~customers~~the ~~under~~networked ~~our~~insertion ~~testing~~software, and ~~feedback~~both ~~program, nor expect to spend funds for Product costs in~~ the ~~next~~head ~~few~~end ~~months~~control ~~for~~and ~~use~~traffic ~~in our testing~~ and ~~feedback~~billing ~~program with potential customers~~systems. ~~NanoDuck~~During ~~has~~2009 ~~agreed~~a tosecond ~~provide samples~~engineer ofwas ~~the~~hired ~~Product~~on toa ~~our~~contract ~~potential~~basis, ~~customers~~and ~~under~~ the ~~program. Our~~ ~~officers~~preliminary ~~and~~design ~~directors~~for ~~will provide~~ the ~~oversight~~next ~~and work~~generation ~~directly~~product ~~with~~was ~~potential customers~~completed. ~~Because~~These ~~our~~activities ~~funds~~have ~~are~~been ~~limited,~~externally ~~our officers~~funded and ~~directors~~do ~~are~~ not ~~paid~~impact ~~for~~customer ~~their~~pricing ~~services~~for tothe ~~our company~~current Product. In ~~the~~The ~~future,~~cost ifof wethis ~~are~~development ~~able~~will tobe ~~establish~~absorbed ~~enough~~by ~~customers to~~a ~~sustain~~reduction ~~revenues,~~in wecost ~~plan~~of togoods ~~devote~~for ~~funds~~the toensuing ~~hire~~rollouts ~~sales~~in ~~representations~~year ~~to preside~~3 ~~over~~and ~~specific locations~~4.

ToOur ~~date~~flagship product, we ~~have received little feedback from our potential customers~~Addige. ~~Given the poor economic environment~~NET, ~~our~~has ~~potential~~been ~~customers~~deployed ~~have less time~~ and ~~resources~~ atis ~~present~~in tothe ~~absorb~~commercial ~~our proposed business proposition~~stage. ~~We have~~ ~~managed~~A tofollow-up ~~offer~~product ~~small~~that ~~samples~~will ofreduce our ~~Products,~~costs ~~however,~~and reliance on ~~testing treatments~~outside ~~for~~vendors HKis ~~Camper~~currently ~~Tent~~under ~~Mfg Co~~development. However, ~~Ltd.~~we ondo ~~their~~not ~~tents~~have ~~fabrics.~~the Incapital ~~late January~~necessary ~~2009,~~to wecomplete ~~received~~the ~~favorable~~development ~~feedback~~of onthis ~~the~~next ~~use~~generation of ~~our~~ad ~~Product~~insertion ~~with their tent fabrics~~hardware. ~~This~~ isWe ~~our~~intend ~~first~~to ~~step~~resume ~~and~~development ~~hopefully~~should wesufficient ~~will~~capital ~~gain momentum~~become ~~with~~available ~~our~~through ~~other~~operating ~~targeted~~revenue, ~~manufacturing~~or ~~customers~~debt inor ~~the~~equity ~~near future~~financing.

~~Garment Treatment~~Our ~~Services~~current Product is a standalone inserter, capable of controlling up to 8 networks and sharing up to 4 playback devices for commercial insertion. While this technology meets our needs and the current needs of our customers, we intend to upgrade the insertion technology in order to cater to all-digital cable head ends, including IP TV, which is becoming increasingly popular. A second generation is planned, which is intended for the following application environments:-

~~We currently have an operations facility in Guang Dong, China, a strategic location that provides us with access to much of the textile industry in China~~1. WeAnalog are capable of offering nano-treatment services for finished garments, through sub-contract with NanoDuck, which has annual monthly treatment capacity of 60,000 garments. NanoDuck has the ability to triple its production by installing parallel treatment lines, should the demand for our treatment services increase to this level. We anticipate that NanoDuck will increase the treatment capacity of this facility by adding parallel lines one at a time over as demand dictates.Insertion

~~We have not received any requests for our services to date~~2. ~~Because~~MPEG-2 westream operate through NanoDuck’s facilities, we will not require significant cash to fulfill our Services to potential customers. NanoDuck will bill us for the Treatment services and we plan to pass that cost on to our customers.splicing

63. Digital Overlay

~~Sales and~~4. ~~Distribution~~Digital ~~Strategy~~Signage

~~Our~~Analog ~~goal~~ insertion is ~~for~~still ~~our~~the ~~performance~~technology ~~fabrics~~of ~~and~~today, ~~clothing~~but ~~applications~~it ~~and~~is ~~treatments~~rapidly ~~to become~~being adisplaced ~~leading~~as ~~product~~new indigital ~~the~~head ~~global~~ends ~~marketplace~~drive costs downward. In ~~order~~The response to ~~achieve~~ ~~our~~this ~~goal~~pressure is to include digital-into-digital splicing (also known as MPEG-2 stream splicing), which we ~~intend~~expect to ~~increase~~develop ~~awareness~~and ofoffer ~~our~~as ~~product~~development ~~with~~funds ~~potential customers~~become available. Digital overlay and signage represent growth markets for us in the future, once the cable market has become saturated.

We believe we are in a unique position and possess the critical elements to implement and operate a successful nano-enabling business in the garment industry. We have focused our sales efforts thus far on fabric manufacturers to whom we plan to sell treatment chemicals, and garment manufacturers and retailers to whom we plan to sell our garment treatment services. We intend to increase our sales efforts in these areas, utilizing the network of contacts of our executive officers and directors as well as hiring full-time sales people in the next twelve months.

We intend to employ a direct sales approach supported by account management techniques for major accounts and international labels. We expect that these customers will provide a recurring and volume business for us, but also require professional management throughout sourcing and delivery cycles. In addition, we will continue to expand our network of indirect sales and channel partners motivated by incentive programs, mutually beneficial relations, and cross referral benefits.

Our current marketing program contains a variety of initiatives as a continual effort to promote awareness, our leadership position, and to generate sales leads. We plan to continue to promote our corporate brand identity to advocate our leadership position and product quality.

We plan to have booth-level presence in at least one major garment/fashion trade show each year and participate in others by co-marketing with partners. We will continue to issue press releases for product launches and news. We will conduct continual content renewal on our English and Chinese web sites, and will post industrial and white paper publications on these web sites.

Our partnerships with retailers and merchandise sourcing will continue to magnify our garment treatment sales, broaden our sales channels, increase brand image through tags and labels on garments, and expand our chemical sales to manufacturers producing for the retailer.

Significant Equipment

We dointend ~~not anticipate~~to ~~purchasing~~pay ~~any~~our ~~significant~~contracted manufacturer to build between 75 to100 new systems and network support equipment infor ~~the~~us ~~next~~to ~~twelve months~~deploy during 2010. The capital cost for acquisition and deployment of this equipment is expected to be approximately $600,000.

~~New Developments~~Our operations are currently implemented on a small number of servers, which will have to be increased in order to accommodate growth. The development effort is minimal, but we expect the capital for new server hardware to be approximately $45,000.

~~Subsequent to~~Sales ~~the~~and ~~reporting~~Distribution period, we have been considering a business relationship with a private company known as Ad Systems Communications, Inc. We have not signed any formal documents as of the date of this filing, but we are actively negotiating a business combination. If we happen to reach final terms on an agreement, we would no longer pursue our current business plan.Strategy

Our goal is for our ad-insertion technology to become a leading product in the cable advertising marketplace in the U.S. and certain international markets. In order to achieve our goal, we intend to increase awareness of our Product with potential customers, who we anticipate will be small cable operators. We also intend to sell advertising space to local and national advertisers.

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We have already begun to sell our ad spots and are booking many national, regional, local, and political advertisers on our current operating systems. Some of the most active are Arby’s, Chevrolet, Ford, KFC, Cold Stone Creamery, Coke, Buick, Suzuki, Great Clips, Red Lobster, Obama, and more.

We successfully completed a beta rollout to 12 sites in early 2008, and have since increased our customer base to 25 cable TV systems. This customer base is comprised of several Universities and small cable operators for an installed base of some 225,889 subscribers. We are ready to expand this customer base with 195 additional multi-year contracts that have already been signed, increasing our installed base to 824,400 in 2010, and 4,255,200 in 2011. Additionally, we have multiple five-year contracts pending, which, when concluded, will increase this installed base to 11,671,299 in 2012 and 22,135,200 in 2013. We anticipate monthly revenues on average of $4 to $6 per subscriber once fully deployed.

We feel that we can realize our revenue projections by completing the hundreds of contracts we already have. Additionally, we intend to increase this installed base by closing on some of thousands of potential future contracts.

Our sales representatives promote and sell our Products to cable system operators, and promote and sell advertising spots to local and national advertisers. These sales representatives are responsible for soliciting, selecting and securing accounts within a particular regional territory. We pay our sales representatives on a commission basis. In addition, we pay each sales representative a base salary. We provide service and support to our sales representatives, including advertising and sales materials. If we determine to expand our sales internationally, we will employ sales personnel in India, Latin America, and Canada.

Intellectual Property Protection

We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product formulas, proprietary manufacturing processes and technologies, product research and concepts, and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

We are currently consulting with law firms to protect our brand name and product design. While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our Company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

Results of Operations for the Three and Six Months Ended February 28, 2010 and 2009

Our revenues have increased in each fiscal period. We reported revenues of $162,858 during the three months ended February 28, 2009, increasing to $188,790 in 2010. We reported revenues of $222,432 during the six months ended February 28, 2009, increasing to $263,645 in 2010.

General and administrative expenses are also increasing due to the cost of going public. General and administrative expenses increased to $178,699 during the three months February 28, 2010 from $131,152 in 2009. General and administrative expenses increased to $268,814 during the six months ended February 28, 2010 from $218,036 in 2009.

We incurred a net loss of $65,238 for the three months ended February 28, 2010, and $42,364 for 2009. We incurred a net loss of $105,425 for the six months ended February 28, 2010, and $69,674 for 2009.

~~Results of~~Table ~~Operations for the Three Months Ended November 30, 2009 and November 30, 2008, Nine Months Ended November 30, 2009, and Period from September 19, 2007 (Date~~ of ~~Inception) to November 30, 2009~~Contents

~~We generated~~Off ~~virtually~~Balance noSheet ~~revenue for the period from September 19, 2007 (Date of Inception) to November 30, 2009.~~Transactions

We ~~incurred~~ ~~operating~~have ~~expenses~~had inno ~~the~~off ~~amount~~balance ofsheet ~~$1,500 for the three months ended November 30, 2009, compared with $3,692 in operating expenses for the period ended November 30, 2008~~transactions. ~~We incurred less operating expenses in the three months ended November 30, 2009 than in the same period in 2008 as a result of a reduction in professional fees.~~

~~Professional Fees~~Critical ~~accounted~~Accounting ~~for $48,176, Office and Miscellaneous expenses accounted for $4,126 and Licensing Agreement fees accounted for $40,000 for the period from September 19, 2007 (Date of Inception) to November 30, 2009.~~Policies

~~Due~~Our ~~to our~~significant ~~expenses~~accounting ~~listed~~policies ~~above~~are ~~and~~described ~~our lack of revenue, we incurred a net loss~~ in ~~the amount~~Note ~~of $~~1~~,500~~ ~~for~~of the ~~three~~Financial ~~months ended November 30, 2009, compared with $3,692 for the same period ended November 30, 2008~~Statements. ~~We incurred a net loss since inception to November 30, 2009 of $91,942.~~

Liquidity and Capital Resources

As of ~~November~~ 30February 28, ~~2009~~2010, we had total current assets of $2403,~~096~~696 and total assets of $416,481. Our total current liabilities as of ~~November~~February 3028, ~~2009~~2010 were $21742,~~038~~877. Thus, Wewe had a working capital deficit of $18339,~~942~~181 as of ~~November~~February 3028, ~~2009~~2010.

Operating activities used $7093,~~904~~683 in cash for ~~the~~six ~~period~~months ~~from~~ended ~~September~~February 1928, ~~2007~~2010. ~~(Date~~Our net loss of ~~Inception)~~ to$105,425 ~~November~~and 30increase in accounts receivable of $67,130 ~~2009.~~offset ~~Our~~by ~~net~~an ~~loss~~increase in accounts payable of $91100,~~942~~184 was the ~~primary component~~reason offor our negative operating cash flow,. ~~offset~~Our bycash anused ~~increase~~ in ~~accrued expenses~~investing inactivities was $13,226 during the ~~amount~~six ofmonths ~~$21~~ended February 28,~~038~~ 2010. Cash flows provided by financing activities during the ~~period~~six ~~from~~months ~~September~~ended ~~19,~~February ~~2007 (Date of Inception) to November 30~~28, ~~2009~~ 2010 was $73317,000 ~~and~~consisting ~~consisted of~~ $952,000 asof proceeds from ~~the~~related ~~issuance~~party ofadvances ~~common stock~~ and $64265,000 asin proceeds from aconvertible ~~loan from shareholders~~debt. ~~The advances from shareholder are non-interest bearing, and are due 12 months after receipt of written demand for payment.~~

AsWe ~~of November~~anticipate 30requiring $2,000,000 ~~2009~~in order to implement the plan discussed herein and service the contracts, which we ~~seem~~have already signed. Based upon our current financial condition, we do not have ~~insufficient~~sufficient cash to operate our business at the ~~current~~ planned level for the next twelve months. ~~Accordingly,~~We weintend ~~anticipate~~to ~~that~~fund ~~we must~~operations ~~raise~~through ~~additional~~increased ~~capital~~sales toand ~~achieve~~debt ~~our~~and/or ~~business~~equity ~~goals~~financing ~~and~~arrangements, which may be insufficient to ~~continue operations.~~fund Weexpenditures ~~believe~~or ~~that~~other ~~$50,000~~cash ~~will~~requirements. beWe ~~sufficient~~plan to ~~help~~seek usadditional ~~implement~~financing ~~our business~~in ~~plan. We~~a ~~will~~private ~~need~~equity offering to ~~pay~~secure ~~NanoDuck~~funding anfor ~~additional~~operations. ~~$20,000 under~~There ~~the~~can ~~terms~~be ofno ~~the~~assurance ~~EDA,~~that ~~plus~~ we will ~~need~~be ~~roughly~~successful ~~$30,000~~in raising additional funding. If we are not able to ~~cover administrative~~secure ~~costs~~additional ~~for~~funding, the ~~next~~implementation ~~twelve~~of ~~months. The~~our ~~bulk~~business ofplan ~~funds~~ will be ~~used~~impaired. ~~for~~There ~~legal~~can ~~and~~be ~~accounting~~no ~~fees~~assurance ~~associated~~that ~~with~~such ~~our~~additional ~~reporting obligations~~financing aswill abe ~~public~~available ~~company~~to us on acceptable terms or at all.

Although our principals have no legal obligation to infuse additional capital, it is anticipated that our principals will do so as reasonably necessary by providing short-term demand loans carrying a market interest rate. We may also have to raise additional capital in the form of private equity securities to meet our financial requirements over the next twelve months. In the event we are not able to obtain financing within the next twelve months, our operations will be limited.

~~Going Concern~~Table of Contents

We have negative working capital, recurring losses and have a deficit accumulated during the development stage of $91,942 as of November 30, 2009. Our 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, we have no current source of revenue. Without realization of additional capital, it would be unlikely for us to continue as a going concern. Our management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition and development of our business venture. Our ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of our business.

Off Balance Sheet Arrangements

As of November 30, 2009, there were no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T. 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 ~~November~~February 3028, ~~2009~~2010. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, ~~Ryan~~J. ~~Chi~~Michael ~~Wing So~~Heil. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~November~~February 3028, ~~2009~~2010, our disclosure controls and procedures are effective. There have been no changes in our internal controls over financial reporting during the quarter ended ~~November 30~~February 28, ~~2009~~2010.

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 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

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 ~~November 30~~February 28, ~~2009~~2010.

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 2002
31.2	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 2002
32.1	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.

	NanoAsia, Ltd.
Date:	~~January~~April 1222, 2010
	By: /s/Ryan Chi Wing So Ryan Chi Wing So Title: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director
	By: /s/ J. Michael Heil J. Michael Heil Title: Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director

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