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ANDN > SEC Filings for ANDN > Form 10-Q/A on 28-Sep-2012All Recent SEC Filings

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Form 10-Q/A for ANDAIN, INC.


28-Sep-2012

Quarterly Report


Item 12. Security Ownership of Certain Beneficial Owners and Management, and
Related Stockholder Matters:The shares of common stock beneficially owned by Sam Elimelech as of February 28, 2012 should have read: "7,010,878."

Subsequent Events.

(a) On July 12, 2012, the Company entered into an Addendum to Attorney-Client Contracts with Brian F. Faulkner, the Company's counsel. Under this contract, Mr. Faulkner will be issued 1,300,000 restricted shares of common stock as settlement of account payable of $294,485 as of June 30, 2012 for services rendered for the period 2006 - 2011.

(b) On July 29, 2012, the Company entered into a Regulation S Stock Purchase Agreement with Eran Elimelech, son of Sam Elimelech and not living in his same household (see Exhibit 10.23). Under this agreement, Eran Elimelech purchased from the Company 2,000,000 restricted shares of common stock for a total consideration of $2,000 ($0.001 per share). Sam Elimelech disclaims any beneficial ownership of these shares.

(c) On July 31, 2012, the Company entered into an Attorney-Client Contract with Mr. Faulkner. Under this contract, Mr. Faulkner will be issued 700,000 restricted shares of common stock in payment of services rendered, and to be rendered, in the total amount of $50,000 for the 2012 calendar year.

(d) On January 1, 2011, the Company began using offices provided by 1568934 Ontario Limited, a greater than 10% stockholder of the Company, located in Beverly Hills, California. This office space is approximately 1,000 square feet; the Company pays restricted shares of common stock each month for rent, electricity, telephones, and other expenses of the office. The Company is under a month-to-month lease of these offices. The Company issued 600,000 restricted shares of common stock to 1568934 Ontario Limited as rent for the 2012 calendar year, under a Corporate Office Services Agreement dated January 5, 2012 (see Exhibit 10.22), which shares were received by 1568934 Ontario Limited on September 21, 2012.

The restricted shares of common stock under items (a) and (c) will be sold by the Company in reliance on the exemptive provisions of Rule 506 of Regulation D under the Securities Act of 1933, as amended. At all times relevant the securities were offered subject to the following terms and conditions:

the sales were made exclusively to a sophisticated investor, as defined in Rule 502;


the purchaser was given the opportunity to ask questions and receive answers concerning the terms and conditions of the offering and to obtain any additional information which the Company possessed or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished;

at a reasonable time prior to the sale of securities, the purchaser was advised of the limitations on resale in the manner contained in Rule 502(d)2;

neither the Company nor any person acting on its behalf sold the securities by any form of general solicitation or general advertising; and

all sales were made through Sam Shlomo Elimelech and Gai Mar-Chaim, directors of the Company.

The restricted shares of common stock under items (b) and (d) were sold by by the Company in reliance on the exemptive provisions of Regulation S under the Securities Act of 1933, as amended ("Securities Act"). At all times relevant the securities were offered subject to the following terms and conditions:

The purchaser is not a U.S. Person, as defined under Rule 902 of Regulation S.

At the time of the origination of contact concerning the agreement and the date of the execution and delivery of the agreement, the purchaser was outside of the United States.

The purchaser will not, during the period commencing on the date of issuance of the shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law ("Restricted Period"), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

The purchaser will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

The purchaser has not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

Neither the purchaser nor or any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to U.S. Persons with respect to the shares and the purchaser and any person acting on its behalf have complied and will comply with the "offering restrictions" requirements of Regulation S under the Securities Act.


The transactions contemplated have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

Neither the purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the shares. The purchaser agrees not to cause any advertisement of the shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the United States or its territories, and only incompliance with any local applicable securities laws.

Each certificate representing the shares is endorsed with a restrictive legend restricting their disposition.

The purchaser consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the shares.

all sales were made through Sam Shlomo Elimelech and Gai Mar-Chaim, directors of the Company.

No commissions were paid in connection with any of these sales. All funds received from the sale of the common stock are to be used for working capital purposes.

Former Auditor's Consent.

Dov Weinstein & Co. C.P.A. (Isr), the former independent registered public accounting firm for the Company, provided a consent, dated August 5, 2012, to incorporate by reference its independent auditors' report dated April 8, 2012 on the consolidated balance sheets as of December 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders' (deficit) and cash flows the years ended December 31, 2011 and 2010, included in the Company's Form 10-K, into the Company's previously filed registration statement on Form S-8 (File No. 333-175795) (see Exhibit 23).

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