aob dec 05

10QSB 1 dec05qsbedg.htm aob dec 05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2005

__TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____.

AOB HOLDINGS, INC.

(Name of small business in its charter)


Delaware	0-51040	98-0436981
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

471 W. Lambert Rd. #113

Brea, CA 92821

(Address of principal executive offices)

Issuer’s telephone number: 714-482-0430

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

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

Applicable only to issuers involved in bankruptcy proceedings during the past five years.

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes... No....

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: At December 31, 2005 there were 18,709,200 shares outstanding.

Transitional Small Business Disclosure Format (Check one): Yes... No..X.

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PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS

AOB HOLDING, INC.

(FORMERLY KNOWN AS ASIA NETWORK, INC.)

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIOD ENDED

DECEMBER 31, 2005

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AOB HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO UNAUDITED FINANCIAL STATEMENTS


	PAGE

BALANCE SHEET (UNAUDITED)	4
STATEMENTS OF OPERATIONS (UNAUDITED)	5
STATEMENTS OF CASH FLOWS (UNAUDITED)	6
NOTES TO UNAUDITED FINANCIAL STATEMENTS	7

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AOB HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET (UNAUDITED)


				December 31,
ASSETS				2005
Current assets
Cash				$ 10,047
Accounts receivable				311
Total current assets				10,358

Total assets				$ 10,358

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Cash overdraft				$ 7,777
Accounts payable				36,011
Accounts payable - related party				4,500
Accrued salaries				252,000
Short term note - related party				24,740
Total current liabilities				325,028

Stockholders' deficit
Common stock: $.001 par value; 80,000,000 shares authorized; 18,708,867 shares issued and outstanding				18,709
Additional paid in capital				402,391
Deficit accumulated during the development stage				(735,770)
Total stockholders' deficit				(314,670)

Total liabilities and stockholders' deficit				$ 10,358

See notes to unaudited financial statements

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AOB HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (UNAUDITED)


	Three months ended	Three months ended	Period from September 14, 2004 (inception) to
	December 31,	December 31,	December 31,
	2005	2004	2005

Revenues
Sales revenues	$ 461	$ -	$ 461
Cost of sales	352	-	352
Gross profit	109	-	109

Operating expenses
Compensation	74,879		263,879
Consulting and legal	5,496		109,846
Rents	4,500		16,500
Software development	14,261	-	248,261
General and administrative expenses	25,571	2,033	96,570
Total operating expenses	124,707	2,033	735,056

Loss from operations	(124,598)	(2,033)	(734,947)

Other income (expense)
Interest (expense)	(657)	-	(823)
Total other income (expense)	(657)	-	(823)

Net loss before income taxes	(125,255)	(2,033)	(735,770)

Provision for income taxes	-	-	-

Net loss	$ (125,255)	$ (2,033)	$ (735,770)

Basic and diluted net loss per share	$ (0.01)	$ (0.00)

Weighted average number of shares outstanding	18,672,334	18,666,667

See notes to unaudited financial statements

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AOB HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (UNAUDITED)


						Period from
				Three months	Three months	September 14, 2004
				ended	ended	(inception) to
				December 31,	December 31,	December 31,
				2005	2004	2005
Cash flows from operating activities:
	Net loss			$ (125,255)	$ (2,033)	$ (735,770)
	Adjustments to reconcile net loss to
	net cash used in operations:
		Stock issued for software development		-	-	200,000
		Changes in operating liabilities and assets:
			Accounts receivable	(311)		(311)
			Accounts payable	36,011		40,511
			Accounts payable - related party	4,500
			Accrued liabilities	43,591	(532)	252,000
	Net cash used in operations			(41,464)	(2,565)	(243,570)

Cash flows from financing activities:
	Increase in cash overdraft				7,777	7,777
	Repayment of short term note - related party				(11,000)
	Advanced on short term note - related party			10,657		24,740
	Issuance of common stock			21,100	-	221,100
			Net cash provided by financing activities	28,534	-	253,617

	Increase (decrease) in cash and cash equivalents			(12,930)	(2,565)	10,047

	Cash and cash equivalents, beginning of period			22,977	5,738	-
	Cash and cash equivalents, end of period			$ 10,047	$ 3,173	$ 10,047

Supplemental disclosures of cash flow information:
	Cash paid for interest			$ 740	$ -
	Cash paid for income taxes			$ -	$ -

See notes to unaudited financial statements

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AOB HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

QUARTERLY FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB but do not include all of the information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Company’s September 30, 2005 financial statements in Form 10-KSB. These statements do include all normal recurring adjustments, which the Company believes necessary for a fair presentation of the statements. The interim operating results are not necessarily indicative of the results for a full year.

DESCRIPTION OF BUSINESS

AOB Holding, Inc. (a development stage Company) (the Company) was formed on September 14, 2004 in the State of Delaware as Asia Network, Inc. The Company’s activities were primarily directed toward the raising of capital and seeking business opportunities until June 23, 2005, when it entered into an Agreement for Share Exchange (“the Agreement”) with AOB Capital, Inc. (“AOBC”), a Nevada corporation formed on November 22, 2004. AOBC is a development stage company whose activities are directed toward the development of reloadable and non-reloadable stored value cards.

Pursuant to the Agreement the Company issued 11,667,000 common shares in exchange for 1,500 shares of AOBC, representing 100% of the issued and outstanding common stock of AOBC. Prior to the Agreement the Company had 7,000,000 shares outstanding. The transaction resulted in the previous owners of AOBC owning 62.5% of the Company, thus the merger was accounted for as a retroactive recapitalization of AOBC rather than a business combination. Consequently, the financial statements are primarily those of AOBC.

ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

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AOB HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

REVENUE RECOGNITION

The Company recognizes revenue as earned when the following four criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or the services have been rendered; (3) the seller's price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured.

CASH AND CASH EQUIVALENTS

The Company invests idle cash primarily in money market accounts and certificates of deposit. Money market funds and all highly liquid debt instruments with an original maturity of three months or less are considered cash equivalents.

LOSS PER SHARE

Basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Due to net losses, potentially dilutive securities would be antidilutive and are therefore not included. At December 31, 2005 there were no potentially dilutive securities outstanding.

FISCAL YEAR

The Company has adopted September 30 as its fiscal year end.

SOFTWARE DEVELOPMENT COSTS

Company sponsored programming and software development costs, related to both present and future products, are charged to operations when incurred and are included in operating expenses.

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AOB HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

There is no provision for income taxes due to continuing losses. At December 31, 2005, the Company has net operating loss carryforwards for tax purposes of approximately $736,000, which expire through 2026. The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carryforwards because the likelihood of the realization of the benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net operating loss carryforwards available if significant changes in stockholder ownership of the Company occur.

RELATED PARTY TRANSACTIONS

The Company shares office space with a related party, which is controlled by one of the Company’s shareholders, to which it pays rent of $1,500 per month beginning in January 2005. At December 31, 2005 the Company owed $4,500 to the related party for rent. The amount is included in accounts payable – related party, bears no interest, and is payable on demand.

The Company has a note payable to a company controlled by a stockholder in the amount of $24,000 plus accrued interest of $740. The terms of the note call for 12% annual interest with no fixed repayment terms and no prepayment penalty.

3. COMMON STOCK

On November 9, 2005 the Company issued 20,200 shares of its common stock at $0.50 per share for cash.

On November 11, 2005 the Company issued 2,000 shares of its common stock at $0.50 per share for cash.

On November 29, 2005 the Company issued 10,000 shares of its common stock at $0.50 per share for cash.

On December 21, 2005 the Company issued 10,000 shares of its common stock at $0.50 per share for cash.

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ITEM 6.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements in this report, including statements in the following discussion, which are not statements of historical fact, are what are known as “forward-looking statements,” which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as “plans,” “intends,” “hopes,” “seeks,” “anticipates,” “expects,” and the like, often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward-looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to change such plans and objectives, or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form 10-QSB and in the Company’s other filings with the Securities and Exchange Commission. No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

Reporting Entity

In June 2005, the Company completed the acquisition of all of the issued and outstanding shares of AOB Capital, Inc. (“AOBC”) through a share exchange transaction. The Company agreed to issue 11,667,000 of its shares of common stock in exchange for 1,500 shares of AOBC common stock, representing 100% of the issued and outstanding shares of AOBC. As a result of the transaction, AOBC became a wholly-owned subsidiary of the Company.

The reverse acquisition described above has been treated as a recapitalization of AOBC and the accompanying financial statements reflect the financial condition, results of operations and cash flows of AOBC, the acquired company, for all periods presented.

Liquidity And Capital Resources

The Company will require additional capital in order to pay the costs associated with carrying out its plan of operations and the costs of compliance with its continuing reporting obligations under the Securities Exchange Act of 1934, as amended, for the fiscal year ending September 30, 2006 and thereafter.

No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that

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it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities. In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.

Plan Of Operation

The Company’s main operation center is located in the United States with worldwide operations in mind. The Company will establish a Customer Service Center in Mainland China to service Chinese speaking cardholders and will outsource Customer Service to the Philippines to service English speaking cardholders. The marketing operation for each country in which AOB operates will be customized to local requirements and local market conditions.

After the successful product development of AOB reloadable and non-reloadable cards, the Company plans to focus on the marketing and promotion of the cards and related services. For the United States markets, the Company plans to target corporations and unions by developing marketing promotions through Chambers of Commerce, industry associations and insurance companies. The Company plans to deploy in-house sales executives as well as offering a Referral Agent Program for non-associated members of the Company to refer business opportunities to the Company. We intend to deploy seminar speakers around the United States to introduce the benefit of using the Company’s product lines through seminars co-hosted with local Chambers of Commerce and industry associations.

There has been an increase in demand for this type of product in the Asia area, with a concentration of growth in mainland China. The Company plans to enter the Chinese market by offering its Enterprise Payment Platform that is customized to local requirements. The China Transportation Department in the Hainai Province has issued a Letter of Intent to enter into discussions with the Company for the provision of an electronic toll-collecting platform with cards, issued in conjunction with local banks that automatically debit toll fees from a cardholder’s account when the user drives through a toll road.

After successfully entering into the Chinese market, the Company will continue to form strategic partnerships with local banks to provide a complete Enterprise Electronic Payment Platform service to mainland China. Through the Company’s existing EPP system, the Company can offer following services: Electronic Ticket/Event Stored Value Card System, Electronic University Campus Stored Value Card System, and Closed-Loop Stored Value Gift Card system.

Need for Additional Financing

No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings

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to raise additional capital through the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, however, to the extent that additional funds are required, the Company anticipates that it will either continue to rely on its majority shareholder to pay expenses on its behalf, or it will seek to raise capital through the private placement of restricted securities. In addition, in order to minimize the amount of additional cash which is required in order to carry out its business plan, the Company might seek to compensate certain service providers by issuances of stock in lieu of cash.

ITEM 3.

CONTROLS AND PROCEDURES

The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company’s controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is accumulated and communicated to Company management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were designed and were effective as of December 31, 2005, to provide reasonable assurance of the achievement of these objectives.

There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2005, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REPORT REFLECT MANAGEMENT’S BEST JUDGMENT BASED UPON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


NAME	DATE	PURCHASE PRICE PER SHARE	NUMBER OF SHARES PURCHASED
Ying Jiang	November 9, 2005	$0.50	20,200
Ying Jiang	November 11, 2005	$0.50	2,000
Mei Jiang	November 29, 2005	$0.50	10,000
Olivia L.H. Tseng	December 21, 2005	$0.50	10,000

The offer and sale of the common stock was made in reliance upon exemptions from registration provided by Regulation D promulgated under the Act, for limited offerings, and Regulation S promulgated under the Act, for offerings made exclusively outside the United States (as defined in Rule 901 of Regulation S). The gross offering proceeds received from the sale of such shares was $21,100, and the Company paid no underwriting discounts or commissions.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

(a)

The following exhibits are filed herewith:

3(i)

Articles of Incorporation (incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on November 23, 2004).

3(ii)

Bylaws (incorporated by reference from Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on November 23, 2004).

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31.1

Certification of Michael Lin pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2

Certification of Nelson Liao pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1

Certification of Michael Lin pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of Nelson Liao 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 Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AOB HOLDINGS, INC.

By: /s/ Michael Lin, CEO and Director

Date: May 17, 2006

By: /s/ William Lin, CMO and Director

Date:

May 17, 2006

By: /s/ Nelson Liao, CFO and Chairman

Date:

May 17, 2006

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