ANDAIN, INC. - FORM 10-Q - November 21, 2011

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - ANDAIN, INC.	Financial_Report.xls
EX-32 - EXHIBIT 32 - ANDAIN, INC.	exhibit_32.htm
EX-4.4 - EXHIBIT 4.4 - ANDAIN, INC.	exhibit_4-4.htm
EX-4.2 - EXHIBIT 4.2 - ANDAIN, INC.	exhibit_4-2.htm
EX-31.1 - EXHIBIT 31.1 - ANDAIN, INC.	exhibit_31-1.htm
EX-31.2 - EXHIBIT 31.2 - ANDAIN, INC.	exhibit_31-2.htm
EX-4.3 - EXHIBIT 4.3 - ANDAIN, INC.	exhibit_4-3.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUAN TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO ______________

COMMISSION FILE NUMBER: 0-51216

ANDAIN, INC.

(Exact Name of Company as Specified in its Charter)

Nevada	20-2066406
(State or Other Jurisdiction of Incorporation	(I.R.S. Employer
or Organization)	Identification No.)

400 South Beverly Drive, Suite 312, Beverly Hills, California	90212
(Address of Principal Executive Offices)	(Zip Code)

Company’s telephone number: (310) 286-1777

(Former Name, Former Address, and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the Company 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes o No x

As of September 30, 2011, the Company had 19,443,334 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION			PAGE

	ITEM 1.	FINANCIAL STATEMENTS

		CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2011 (UNAUDITED) AND DECEMBER 31, 2010	4

		CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010, AND FOR THE PERIOD OF INCEPTION THROUGH SEPTEMBER 30, 2011	6

		CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011 AND SEPTEMBER 30, 2010, AND FOR THE PERIOD OF INCEPTION THROUGH SEPTEMBER 30, 2011	8

		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	10

	ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22

	ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36

	ITEM 4.	CONTROLS AND PROCEDURES	36

PART II – OTHER INFORMATION

	ITEM 1.	LEGAL PROCEEDINGS	37

	ITEM 1A.	RISK FACTORS	38

	ITEM 2.	UNREGISTERED SALES SECURITIES AND USE OF PROCEEDS OF EQUITY	38

	ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	38

	ITEM 4.	(REMOVED AND RESERVED)	38

	ITEM 5.	OTHER INFORMATION	38

	ITEM 6.	EXHIBITS	38

SIGNATURE			39

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCAL STATEMENTS.

ANDAIN, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	September 30, 2011 (Unaudited)			December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents	$	9,840		$	23,672
Accounts receivable		425,946			236,382
Total current assets		435,786			260,054

Property, plant and equipment		44,782			47,477
Investment in equity-accounted investee		292,181			--
Other assets		685,137			93,841

Total assets	$	1,457,886		$	401,372

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	768,247		$	1,205,129
Total current liabilities		768,247			1,205,129

Long-term liabilities:
Long-term debt		320,452			1,867,201
Bank overdrafts		11			38,387

Total liabilities		1,088,710			3,110,717

Non-controlling interest		(138,491	)		(186,441	)

ANDAIN, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(continued)

	September 30, 2011 (Unaudited)			December 31, 2010
Stockholders’ deficit:
Preferred stock, $0.001 par value, 10,000,000 authorized shares; no shares issued and outstanding		--			--
Common stock, $0.001 par value, 500,000,000 shares authorized; 19,443,334 shares issued and outstanding at September 30, 2011 and 9,980,000 at December 31, 2010		19,444			9,980
Additional paid-in capital		3,907,981			156,730
Share-based reserves		6,300			6,300
Accumulated deficit during development stage		(3,405,662	)		(2,682,781	)
Accumulated other comprehensive loss		(20,396	)		(13,133	)
Total Andain stockholders’ deficit		507,667			(2,522,904	)

Total stockholders’ deficit		369,176			(2,709,345	)

Total liabilities and stockholders’ deficit	$	1,457,886		$	401,372

See accompanying notes to consolidated financial statements

ANDAIN, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						Period of Inception (July 23, 2004) through September 30,
	2011			2010			2011			2010			2011
Revenue:
Government grants	$	279,298		$	--		$	421,291		$	--		$	790,991
Consulting income		(7,439	)		--			--			64,065			372,318

Total revenue		271,859			--			421,291			64,065			1,163,309

Operating expenses:
Depreciation		(1,920	)		(2,432	)		(5,828	)		(6,582	)		(34,074	)
General and administrative		(309,127	)		(121,146	)		(763,130	)		(367,695	)		(3,694,537	)
Impairment of goodwill		--			--			--			--			(146,760	)
Research and development		(220,388	)		(32,614	)		(220,388	)		(124,421	)		(618,379	)

Total operating expenses		(531,435	)		(156,192	)		(989,346	)		(498,698	)		(4,493,750	)

Loss from operations		(259,576	)		(156,192	)		(568,055	)		(434,633	)		(3,330,441	)

Interest income		19,952			--			19,952			--			52,687
Interest expense		(18,675	)		--			(22,549	)		--			(27,283	)
Share of loss of equity-accounted investee		(106,836	)		--			(115,996	)		--			(115,996	)

ANDAIN, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(continued)

	Three Months Ended September 30,						Nine Months Ended September 30,						Period of Inception (July 23, 2004) through September 30,
	2011			2010			2011			2010			2011

Net loss		(365,135	)		(156,192	)		(686,648	)		(434,633	)		(3,421,033	)

Add: Net loss/(profit) attributable to the non-controlling interest		(51,876	)		10,475			(36,233	)		19,011			15,371

Net loss and deficit accumulated during development stage attributable to Andain	$	(417,011	)	$	(145,717	)	$	(722,881	)	$	(415,622	)	$	(3,405,662	)

Loss per share - basic:
Net loss attributable to Andain	$	(0.02	)	$	(0.02	)	$	(0.04	)	$	(0.04	)
Weighted average common shares outstanding		19,012,899			9,980,000			18,358,535			9,980,000

Loss per share – diluted:
Net loss attributable to Andain	$	(0.02	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Weighted average common shares outstanding		19,012,899			15,980,000			18,358,535			15,980,000

See accompanying notes to consolidated financial statements

ANDAIN, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,						Period of Inception (July 23, 2004) through September 30,
	2011			2010			2011
Operating Activities:
Net loss	$	(686,648	)	$	(434,633	)	$	(3,421,033	)
Income charges (credits) not effecting cash:
Depreciation		5,828			6,582			34,074
Amortized goodwill		--			--			322,977
Minority interest		--			180			2,295
Shares issued for professional services		447,500			--			449,410
Non-cash compensation expense		--			--			6,000
Equity-settled share-based payments		--			--			300
Loss from equity-accounted investee		115,996			--			115,996
Effect of movements in foreign exchange rates on non-cash items		(2,181	)		(785	)		(8,537	)
Changes in operating assets and liabilities:
Accounts payable		(426,882	)		150,068			773,270
Accounts receivable		(174,564	)		(63,901	)		(410,600	)
Accrued compensation		270,000			360,000			2,190,000
Accrued expenses - stockholder		--			--			37,508
Accrued consulting fees - stockholder		--			--			60,000

Net cash provided by (used in) operating activities		(450,951	)		17,511			151,660

Investing Activities:
Purchase of equipment		(952	)		(8,883	)		(71,500	)
Acquisition of subsidiary		--			--			(461,752	)
Acquisition of interest in equity- accounted investee		--			(480	)		--

Net cash used in investing activities		(952	)		(9,363	)		(533,252	)

Financing Activities:
Proceeds from increase in bank overdrafts		(38,376	)		1,083			11
Proceeds from stock issued for cash		355,000			--			519,800

ANDAIN, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(continued)

	Nine Months Ended September 30,						Period of Inception (July 23, 2004) through September 30,
	2011			2010			2011


Proceeds from other loans		92,777			(1,247	)		91,468
Loan from majority stockholder		797			(482	)		(15,820	)
Loan from equity-accounted investee		11,717			4,920			11,717
Loans from key management personnel		23,419			(33,052	)		(195,348	)

Net cash provided by (used in) financing activities		445,334			(28,778	)		411,828

Increase (decrease) in cash and cash equivalents		(6,569	)		(20,630	)		30,236

Effects of exchange rate changes on the balance of cash held in foreign currencies		(7,263	)		4,505			(20,396	)

Cash and cash equivalents, beginning of period		23,672			28,604			--

Cash and cash equivalents, end of period	$	9,840		$	12,479		$	9,840

Supplementary schedule of cash flow activities:
Non-cash investing and financing activities:
Issuance of common stock for payment of legal fees and various other services	$	830,000		$	--		$	830,000
Issuance of common stock for payment of services of transfer agent	$	10,000		$	--		$	10,000
Issuance of common stock for payment rental expense	$	60,000		$	--		$	60,000
Issuance of common stock for payment of consulting fees	$	1,920,000		$	--		$	1,921,910

Issuance of common stock for purchase of intellectual property	$	--	$	--	$	4,500
Issuance of common stock for purchase of subsidiary	$	--	$	--	$	2,500
Issuance of common stock for payment of management and consulting fees	$	--	$	--	$	300
Non-cash compensation expense	$	--	$	--	$	6,000

See accompanying notes to consolidated financial statements

ANDAIN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – GENERAL INFORMATION

Andain Inc. (“Company”) was established in 2004 in the State of Nevada, U.S.A. Since commencing operations in 2006, the Company has been engaged, both independently and through its consolidated entities (collectively, the “Group”), in the development of medical technology, from early stage development to advanced clinical trials, for a wide range of medical needs.

NOTE 2 – BASIS OF PRESENTATION

The financial information included herein for the three and nine month periods ended September 30, 2011 and 2010 is unaudited; however, such information reflects all adjustments consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 31, 2010 is derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s 2010 Annual Report on Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The financial statements have been prepared under the historical cost basis.

The principal accounting policies are set out below, these policies have been consistently applied to all the years presented, unless otherwise stated.

In June 2009, the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) became the single source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The ASC did not create any new GAAP standards but incorporated existing accounting and reporting standards into a topical structure with a new referencing system to identify authoritative accounting standards, replaced the prior references.

Going Concern.

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Group has secured government grants through an agreement between the group's operating subsidiary Meizam Arad Ltd and Israel’s Ministry of Industry, Trade and Labor, through its operation of an industrial incubator in Israel; however this funding is not sufficient to cover the operating costs of the Group. The Company will therefore engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of business revenue is secured. The Company will offer non-cash consideration as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities, through business alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

Consolidation Principles.

The consolidated financial statements of the Company include the accounts of the Company, a Nevada corporation, and all entities in which a direct or indirect controlling interest exists through voting rights or qualifying variable interests. All intercompany balances and transactions have been eliminated in the consolidated financial statements.

The Company commenced operations in 2004 for the purpose of developing, manufacturing and distributing drug delivery systems. Since its formation, the Company has been engaged principally in organizational, financing, research and development and marketing activities. The Company has not made a public issue of its stock.

Foreign Currencies.

The consolidated financial statements are presented in U.S. Dollars, which is the Company’s functional currency and presentation currency. The financial statements of entities that use a functional currency other than the U.S. Dollar, are translated into U.S. Dollars. Assets and liabilities are translated using the exchange rate on the respective balance sheet dates. Items in the income statement and cash flow statement are translated into U.S. Dollars using the average rates of exchange for the periods involved. The resulting translation adjustments are recorded as a separate component of other comprehensive income/(loss) within stockholders’ equity.

The functional currency of foreign entities is generally the local currency unless the primary economic environment requires the use of another currency. Gains or losses arising from the translation or settlement of foreign-currency-denominated monetary assets and liabilities into the functional currency are recognized in the income in the period in which they arise. However, currency differences on intercompany loans that have the nature of a permanent investment are accounted for as translation differences as a separate component of other comprehensive income/(loss) within stockholders’ equity.

Use of Estimates.

The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates these estimates, including those related to revenue recognition and concentration of credit risk. The Company bases its estimates on historical experience and on various other assumptions that is believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Share-Based Payments.

On January 1, 2006, the Company adopted ASC 718, “Stock Compensation,” using the modified prospective method. ASC 718 requires the measurement and recognition of compensation expense for all share-based payment awards granted to its employees and directors, including employee stock options, restricted stock and stock purchases based on the estimated fair value of the award on the grant date. Upon the adoption of ASC 718, the Company maintained its method of valuation for stock option awards using the Black-Scholes valuation model, which has historically been used for the purpose of providing pro-forma financial disclosures in accordance with ASC 718.

The use of the Black-Scholes valuation model to estimate the fair value of stock option awards requires the Company to make judgments and assumptions regarding the risk-free interest rate, expected dividend yield, expected term and expected volatility over the expected term of the award. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the actual amount of expense could be materially different in the future.

Compensation expense is only recognized on awards that ultimately vest.

Cash Equivalents and Cash Equivalents.

Cash and cash equivalents include all cash balances and short-term highly liquid investments with an original maturity of three months or less that are readily convertible to cash. They are stated at face value, which approximates their fair value.

Accounts Receivable.

Accounts receivables are stated at the amount that management of the Company expects to collect from outstanding balances. Management provides for probable uncollectible amounts through an allowance for doubtful accounts. Additions to the allowance for doubtful accounts are based on management’s judgment, considering historical write-offs, collections and current credit conditions. Balances which remain outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and a credit to the applicable accounts receivable. Payments received subsequent to the time that an account is written off are considered bad debt recoveries. As of September 30, 2011, the Company has experienced no bad debt write offs from operations.

Property, Plant and Equipment.

Property and equipment are stated at cost. Expenditures for repairs and maintenance are expensed as incurred. Expenditures that increase the useful life or value are capitalized. For financial statement purposes, depreciation expense on property and equipment is computed on the straight-line method using the following lives:

Motor vehicles	5 years
Furniture	15 years
Computer equipment	3 years

Impairment of Long-Lived Assets.

The Company evaluates its long-lived assets and certain identified intangible assets for impairment in accordance with ASC 360, “Property, Plant and Equipment.” Long-lived assets, such as property, plant and equipment and purchased intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset, generally determined by reference to the discounted future cash flows. Assets held for sale that meet certain criteria are measured at the lower of their carrying amount or fair value less cost to sell.

Investments in Equity-Accounted Investees.

Investment in companies in which the Company does not have the ability to directly or indirectly control the financial and operating decisions, but does possess the ability to exercise significant influence are accounted for using the equity method. In the absence of demonstrable proof of significant influence, it is presumed to exist if at least 20% of the voting stock is owned. The Company’s share of net income of these companies is included in the results relating to equity-accounted investees in the consolidated statements of income. When the Company’s share of losses exceed the carrying amount of an investment accounted for by the equity method, the Company’s carrying amount of that investment is reduced to zero and recognition of further losses is discontinued unless the Company has guaranteed obligations of the investee or is otherwise committed to provide further financial support to the investee.

Revenue Recognition.

The Company recognizes revenue when all four recognition criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, seller’s price to buyer is fixed or determinable and collectability is reasonably assured.

Government Grants.

Government grants are recognized in profit and loss on a systematic basis over the periods in which the Group recognizes as expenses the related costs for which the grants are intended to compensate.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future costs are recognized in profit and loss in the period in which they become receivable.

Income Taxes.

Income taxes are accounted for in accordance with ASC 740, “Income Taxes.” Under the asset and liability method, deferred tax assets and liabilities are recognized for the future consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases (temporary differences). Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are recovered or settled. Valuation allowances for deferred tax assets are established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Earnings Per Share.

The Company presents basic and diluted earnings per share (EPS) data for its common shares. Basic EPS is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares, which comprise options granted to employees.

Cash Flow Statement.

Cash flow statements have been prepared using the indirect method. Cash flows in foreign currencies have been translated into U.S. dollars using the average exchange rate for the periods.

NOTE 3 – ACCOUNTS RECEIVABLE

	September 30, 2011		December 31, 2010
	(Unaudited)
Trade accounts receivable	$	14,178	$	7,888
Advances to suppliers		19,399		100,821
Institutions		9,695		29,545
Other accounts receivable from the
Office of the Chief Scientist (“OCS”)		382,674		98,128

	$	425,946	$	236,382

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

	Computers			Furniture			Vehicles			Total

Balance as of December 31, 2010	$	14,066		$	20,435		$	12,976		$	47,477

Capital expenditure		--			952			--			952
Depreciation		(1,582	)		(2,299	)		(1,947	)		(5,828	)
Effect of foreign currency exchange differences		646			939			596			2,181

Balance as of September 30, 2011	$	13,130		$	20,027		$	11,625		$	44,782

NOTE 5 – INVESTMENT IN EQUITY-ACCOUNTED INVESTEE

Investments in Gaia Med Ltd. (“Equity-Accounted Investee”) consists of the following:

Investment in Equity-Accounted Investee at December 31, 2010	$	--

Acquisitions		468,507
Share in losses		(115,966	)
Foreign currency exchange differences		(60,360	)

Investment in Equity-Accounted Investee at September 30, 2011 (unaudited)	$	292,181

	September 30, 2011			December 31, 2010
	Ownership			Ownership

Equity-Accounted Investee		38	%		0	%

NOTE 6 – OTHER ASSETS

Other assets consist of the following:

	September 30, 2011		December 31, 2010
	(Unaudited)

Other loans	$	556,714	$	43,775

Loans with related parties:
Key management personnel		58,967		--
Related companies		69,456		50,066

	$	685,137	$	93,841

The above loans are unsecured, bear interest at 4% per annum, and have no set terms of repayment.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	September 30, 2011		December 31, 2010
	(Unaudited)

Trade payables	$	210,647	$	606,133
Institutions		40,079		44,942
Accrued liabilities		395,021		13,246
Deferred revenue:
Arising from government grants (1)		--		33,787
Arising from unearned revenues		122,500		222,132
Refundable deposits		--		284,889

	$	768,247	$	1,205,129

(1) Deferred revenue arose as a result of the Group's receipt of an advanced payment from the OCS. The revenue will be offset against operating expenses of the Group's incubator Meizam Arad in 2011.

NOTE 8 – LONG-TERM DEBT

	September 30, 2011		December 31, 2010
	(Unaudited)

Key management personnel	$	133,619	$	1,701,233
Pangea Investments GmbH		81,688		80,891
Related companies		77,160		47,275
Other loans		27,985		37,802

	$	320,452	$	1,867,201

The above debt is unsecured, interest free and has no set terms of repayment.

NOTE 9 – STOCKHOLDERS’ EQUITY

Common Stock.

(a) On June 11, 2006, the Company entered into a share-based technology purchase agreement by issuing 4,500,000 restricted shares of common stock at $0.001 per share for the purchase of intellectual property, patent rights and related technical information for a pulmonary drug delivery system owned by Pangea Investments GmbH, the majority stockholder of the Company.

(b) On June 11, 2006, the Company entered into a share-based purchase agreement by issuing 2,500,000 restricted shares of common stock at $0.001 per share for the purchase of all the common stock of Impact Active Team Ltd, a Company owned by Pangea Investments GmbH.

(c) On July 19, 2006, the Company issued 200,000 restricted shares of common stock at $0.75 per share to 1568934 Ontario Limited for consideration of $150,000. Each share was accompanied by a 12 month warrant to acquire five shares of common stock at the price of the Company’s initial public offering as determined on the first day trading; however, no warrants were realized.

(d) On July 29, 2006, the Company issued 770,000 restricted shares of common stock at $0.01 per share to a total of 56 investors for consideration of $7,700.

(e) On January 5, 2011, the Company entered into a Regulation S Stock Purchase Agreements with the two directors of the Company. Under these agreements, the directors purchased from the Company a total of 8,000,000 restricted shares of common stock at $0.001) per share for a total consideration of $8,000. These shares were actually issued on or about March 1, 2011.

(f) On January 14, 2011, the Company entered into a Regulation S Stock Purchase Agreement with 1568934 Ontario Limited, an affiliate of the Company (“Purchaser”). Under this agreement, the Purchaser purchased from the Company 266,667 restricted shares of common stock at $0.75 per share for a total consideration of $200,000. These shares were issued on or about January 14, 2011.

In connection with this agreement, the Company issued to the Purchaser an option, dated January 14, 2011, to purchase 1,000,000 restricted shares of the Company’s common stock. This option is exercisable for a period of 24 months from the date of filing by the Company of a Form 211 with the Financial Industry Regulatory Authority (“FINRA”) at an exercise price that is equal to the public offering price of the common stock in a future Form S-1 registration statement of the Company.

(g) On May 24, 2011, the Company entered into a Regulation S Stock Purchase Agreement with 1568934 Ontario Limited, an affiliate of the Company (“Purchaser”). Under this agreement, the Purchaser purchased from the Company 140,000 restricted shares of common stock at $0.75 per share for a total consideration of $105,000. These shares were issued on or about June 14, 2011.

(h) On July 29, 2011, the Company entered into a Regulation S Stock Purchase Agreement with 1568934 Ontario Limited, an affiliate of the Company (“Purchaser”). Under this agreement, the purchaser purchased from the Company 66,667 restricted shares of common stock at $0.75 per share for a total consideration of $50,000. These shares were issued on or about August 8, 2011.

(i) On August 1, 2011, the Company issued 830,000 free trading shares of common stock registered under a Form S-8 registration statement for various professional services to the Company.

(j) On January 1, 2011, the Company began using offices provided by 1568934 Ontario Limited located in Beverly Hills, California. This office space is approximately 2,000 square feet; the Company pays 5,000 shares of restricted 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. On August 8, 2011, the Company issued 60,000 restricted shares of common stock under this arrangement as rent for the 2011 calendar year.

(k) On August 8, 2011, the Company issued 100,000 restricted shares of common stock to the Company’s transfer agent, Globex Transfer, LLC, for professional services.

The holders of the Company’s common stock:

·	have equal ratable rights to dividends from funds legally available for payment of dividends when, and if declared by the board of directors;

·	are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·	do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund and;

·	are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders.

Preferred Stock.

The Company has authorized, but not issued, 10,000,000 shares of preferred stock, par value $0.001 per share. The board of directors has the authority to establish and fix the designation, powers, or preferences of preferred shares without further vote by the stockholders.

NOTE 10 – PROVISION FOR TAXES

At September 30, 2011, the Company had net operating loss carry forwards of $3,405,662 that may be offset against future federal taxable income through 2025. No tax benefit has been reported with respect to these net operating loss carry forwards in the accompanying financial statements because the Company believes that realization is not likely. Accordingly, the potential tax benefits of the net loss carry forwards are fully offset by a valuation allowance.

The income tax benefit for the six months ended September 30, 2011 differs from the amount computed at the federal statutory rates of approximately 35% as follows:

Income tax benefit at statutory rate	$	(240,327	)
Valuation allowance		240,327

Total	$	--

If substantial changes in the Company’s ownership should occur, there would be an annual limitation of the amount of net operating loss carry forwards that may be utilized by the Company.

NOTE 11 – BUSINESS COMBINATIONS

Subsidiary Acquired.

Meizam Arad Investments Ltd. is an Israeli Company established on February 9, 2011 and situated in the State of Israel in the city of Arad. On February 9, 2011, the Company acquired 99.9% of the voting equity interests of Meizam Investments.

Meizam Arad Investments was established to meet the Israeli Ministry of Industry, Trade, and Labor’s (“MOITL”) requirement to operate the Group’s industrial incubator, Meizam Arad, as a management service provider only and arrange the financing through a separate entity; as it is structured in other technology incubators within Israel.

No goodwill arose from the acquisition of Meizam Arad Investments.

Consideration Transferred.

The Company acquired its majority ownership in Meizam Arad Investments on the purchase of 2,360,723 ordinary shares for approximately U.S. $203,604.

Goodwill on Acquisition.

Consideration transferred	$	203,604
Add: Non-controlling interest		546
Add: Previously held equity interest in Meizam Arad Investments		0
Less: Fair value of identifiable net assets acquired		(204,150	)

Goodwill arising on acquisition	$	0

Asset Acquired and Liabilities Recognized at Date of Acquisition.

	Meizam Arad Investments

Non-current assets	$	204,150

Net assets acquired	$	204,150

NOTE 12 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Foreign Exchange Risk.

The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. Dollar and the New Israeli Shekel. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

Interest Rate Risk.

The Company is subject to cash flow interest rate risk due to fluctuations in the prevailing levels of market interest rates. The investment manager monitors the Company’s overall interest sensitivity on a monthly basis and the general director on a quarterly basis.

Credit Risk.

Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counter-parties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Liquidity and Capital Risk Management.

The Company’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for stockholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to stockholders, return capital to stockholders, issue new shares or sell assets to reduce debt.

NOTE 13 – RELATED PARTY TRANSATIONS

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the group and other related parties are disclosed below.

The following entities have been identified as related parties:

Pangea Investments GmbH	Affiliate stockholder of Andain, Inc.
1568934 Ontario Limited	Affiliate stockholder of Andain, Inc.
Impact Active Team Ltd.	Israeli, wholly-owned subsidiary
TPDS Ltd.	Israeli, majority-owned subsidiary
Meizam - Advanced Enterprise Center Arad Ltd.	Israeli, majority-owned subsidiary
Meizam Arad Investments Ltd.	Israeli, majority-owned subsidiary
Sam Elimelech	Director of Andain, Inc.
Gai Mar-Chaim	Director of Andain, Inc.
P.O.C. Hi Tech Ltd.	Israeli company with common director
Gaia Med Ltd.	Israeli, Equity-Accounted Investee

The following transactions were carried out with related parties:

	September 30, 2011			December 31, 2010
	(Unaudited)
	$			$
Income statements:
Directors’ remuneration		270,000			480,000

Balance sheets:
Investment in Equity-Accounted Investee		292,181			--
Loan – related companies		69,456			50,066
Loan – Pangea Investments GmbH		(81,688	)		(80,891	)
Loans – key management personnel		(74,652	)		(1,701,233	)
Loan – related company		(77,160	)		(47,275	)

NOTE 14 – RECENT ACCOUNTING STANDARDS

In April 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-17, “Revenue Recognition – Milestone Method,” which provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. Research or development arrangements frequently include payment provisions whereby a portion or all of the consideration is contingent upon milestone events such as successful completion of phases in a drug study or achieving a specific result from the research or development efforts. An entity often recognizes these milestone payments as revenue in their entirety upon achieving the related milestone, commonly referred to as the milestone method. In future research and development transactions, we will analyze the impact and, when the milestones are substantive, we will recognize them according to ASU 2010-17. Accordingly, the adoption of the provisions of ASU 2010-17 did not have any effect on our financial position, results of operations or cash flows.

NOTE 15 – STOCK BASED COMPENSATION

The Company’s 2011 Stock and Option Plan, dated July 26, 2011, is intended to allow designated directors, officers, employees, and certain non-employees, including consultants to receive certain options to purchase the Company’s common stock and to receive grants of common stock. This plan covers up to 2,000,000 shares of common stock. These shares were registered under a Form S-8 registration statement filed with the Securities and Exchange Commission on July 26, 2011.

On January 15, 2011, the Company adopted an Employee Stock Option Plan that is intended to is to attract and retain key employees of the Company) and its subsidiaries by the grant of options and stock appreciation rights. This plan covers up to 3,000,000 shares of common stock. On January 20, 2011, the Company granted stock options under this plan covering a total of 1,980,000 restricted shares of common stock to the two directors of the Company (990,000 each). These options vest at the rate of 330,000 per year for each director over a period of three years. The options granted are not exercisable until January 1 of the following year. They are exercisable at fair market value, as defined under this plan.

NOTE 16 – SUBSEQUENT EVENTS

The Company has instituted a claim of NIS 11,000,000 against the City of Arad situated in Israel in respect of an award by the Government for operating an industrial incubator project that becomes due in 2011. The directors are of the opinion that the results of recent negotiations with the government and the Group’s legal advisors have given reasonable indications that this claim is probable to be met in full in the near future.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of financial condition and results of operations is based upon, and should be read in conjunction with, the Company’s unaudited financial statements and related notes included elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Overview.

(a) General Discussion.

The Company commercializes novel technologies in the biotechnology and medical fields; The Company's flag products include miniature disposable insulin pump, stem cell therapy for muscular injuries and organ-targeted nano-particles for drug delivery via inhalation.

The Company also operates an in-house technological and industrial incubator, supported by the Company's industrial partners and government funding. Through its incubator program, the Company is constantly screening promising new technologies to commercialize. The Company's focus is on patented technologies that can be commercialized within a period of 12-24 months and, preferably, provide life saving attributes.

The Company is currently operating nine business units:

· Product-based business units:

· Miniature Insulin Pump (Gaia Med Ltd.)

· Stem Cell Therapy (OrCell Ltd.)

· Targeted Drug Delivery Nano-particles (TPDS Ltd.)

· Ultasonic Catheter for Brain Cancer Therapy (Sonenco Ltd.)

· Peptide Booster for Anti-wrinkle Cosmeceuticals (NBCT Ltd.)

· FOREX Expert System (Corrsight Ltd.)

Service-based business units:

· Management Consulting & Business Development (Impact Active Team Ltd.)

· Industrial & Technological Incubator (Meizam – Advance Enterprise Center Arad Ltd.)

· Financing Services (Meizam Arad Investments Ltd.)

(b) Operations.

1. Miniature Disposable Insulin Pump.

On June 2, 2010, the Company, through its subsidiaries Meizam – Advanced Enterprise Center Ltd. (“Meizam Arad”) and Meizam Arad Investments Ltd. (“Meizam Investments”), entered into an initial share purchase agreement with Gaia Med Ltd. As a consideration for the investment, Gaia Med issued to the Company 33% of its total issued and outstanding shares in fully diluted basis. The Company will receive research and development grants for Gaia Med from the Israeli Ministry of Industry, Trade, and Labor’s (“MOITL”).

On July 1 2010, the Company, through Meizam Arad and Meizam Investments, entered to definitive share purchase agreement with Gaia Med. As a consideration for the investment and MOITL grants Gaia Med issued to Arad Investments 33% of its total issued and outstanding shares on a fully diluted basis.

On March 31, 2011 the Company transferred all rights commitments, assets and holdings of Gaia Med from Meizam Arad to Meizam Investments.

On March 31, 2011 Gaia Med Ltd issued 600,000 shares to Meizam Investments according to the Industrial Incubator Agreement, where Meizam Investments acquired 33% of Gaia Med shares for 2.25 million New Israeli Shekels (“NIS”) (App. $650,000).

The technology and product developed by Gaia Med is based on innovative, patent-pending design:

· The pump is miniature in size: 25 grams, 49x7 mm making it almost unnoticeable.

· It is attached to body by an adhesive patch making it very comfortable to wear and no tubing is required like in conventional pumps.

· The pump is fully disposable and suitable for Type-I diabetics as well as Type-II.

· Its low cost offers an affordable replacement to the insulin pen injector.

· The pump provides a real-time alert for occlusions and leakages.

The Company addresses two market segments:

·	Type-I diabetics, who are usually eligible for reimbursement of insulin pump expenditure from health insurers and, therefore, many of them use insulin pump. The Company's miniature product may offer more comfortable and unnoticeable product for this market segment.

Type-II diabetics, who comprise of the majority of diabetic patients, but usually are not eligible for health insurance reimbursement for insulin pump and, therefore, usually use other injection products, e.g. insulin pen injector, which are eligible for reimbursement. Diabetic doctors usually agree that insulin pump offers clinically superior therapy. The Company's low cost product may offer an affordable yet superior product for this market segment.

The Company has completed the development and lab tests of the Diamond pump, which has a disposable part and a reusable part, and met the medical and marketing requirement for treating diabetes type-I and type II.

The Company concluded initial production batch of the Diamond pump for pre-clinical and clinical studies as required by the regulation. The initial pre-clinical results showed promising results enabling our engineers further miniaturizing the pump and dramatically reducing the production cost to a fully disposable, very low cost and very reliable patch size pump.

As a result, the Company is modifying the pre-clinical and clinical trials, as well the related applications. In addition, the Company is preparing a new patent application to secure the newly developed technology. In the following months, the Company will repeat part of the pre-clinical trials to comply with our new design and production batch.

2. Nano-particles for Drug Delivery via Inhalation.

On August 14, 2006, the Company established TPDS Ltd., an Israeli corporation, as a subsidiary responsible for further development of the acquired technology. TPDS has developed organ-targeted drug delivery nano-particles with timely drug release capacity. TPDS is located at the Science Park in Rehovot, Israel

On March 31, 2011 the Company transferred all rights commitments assets and holdings of TPDS from Meizam Arad to Meizam Investments.

On March 31, 2011 TPDS issued 9,367,350 shares to the Company to compensate for the over issuance to Dr. Leonid Luria as of the signed agreement with Dr. Luria dated May 16, 2006. In addition TPDS issued 3,876,192 shares to Meizam Investments according to the Industrial Incubator Agreement, where Meizam Investments acquired 25% of TPDS shares for 2.25 million NIS (around $650,000).

TPDS Lipid-based nano-particles can deliver almost any drug with extremely high load capability. The nano-particles target only the specific designated organ with hardly any residual drug existence in other internal organs.

The nano-particles release the drug in the target organ in a well-timed and controlled manner. Such controlled release enables lower drug dosage while reducing toxicity and harm.

TPDS nano-particles encapsulate the drug molecules until the release-triggering mechanism releases the drug. As soon the drug is released, the nano particles dissolve to their natural ingredients and are absorbed by the surrounding tissue.

Our primary application is COPD (Chronic obstructive pulmonary disease), which affects over 16 million patients in the USA alone. The initial target application is VAP (Ventilator-Associated Pneumonia), where patients are commonly treated in intensive care units and suffer high mortality rate, and the Company may offer life saving therapy.

TPDS nano-particle can also carry a cocktail of drugs, handling persistent bacteria with anti-inflammatory agents, to prevent lung spasm and airway obstruction, in conjunction with the appropriate drugs. The formulation developed handles the bacteria that flourish in the lungs, causing inflammation and edema, and eventually lung collapse with devastating effects.

The Company completed the initial development and is preparing batch production for pre-clinical trials.

3. Stem Cell Therapy for Muscular Injuries.

On November 16, 2010, the Company’s subsidiary Meizam Investments signed an initial share purchasing agreement with OrCell Ltd. to acquire 33% of OrCell shares for 1.5 million NIS (around $400,000). The Company financed pre-clinical trial with outstanding results. OrCell Ltd. has developed an innovative stem cell technology for healing and rehabilitating of severally damaged muscle tissue and initiating strong myogenetic regeneration in injuries such as myocardial infarction (MI), pressure ulcers, and regenerative diseases of muscle.

This innovative technology is based on precise control of stem cell transformation directed solely toward myogenic cells. This unique process allows myogenic cells working as a network (similar to the cells of skeletal and heart muscle tissue) suitable for transplantation use.

For human treatment, OrCell Myogenic cells are isolated from adipose (fat) or bone marrow tissue. This procedure prevents the formation of spontaneously differentiated stem cells that may potentially form tissues such as bone tissue, cartilage, etc. along with blocking tumorgenecity that may develop in muscular tissue undergoing healing after transplantation.

Apart from this technology, a protocol is currently being developed that allows safe and efficient mass-production direction of human stem cells into myogenic cells for human transplantation and human tissue engineering. The protocol currently shows promising safe human therapy without side effects and is integrated into the injured tissue without body rejection or suppressive immunological medical treatment.

The Company has completed successful animal studies with extremely positive results.

4. Ultrasonic Catheter for Brain Cancer Therapy.

On April 10, 2011, Meizam Arad entered into a share purchase agreement with Sonenco Ltd. As a consideration for this investment, Sonenco issued to Meizam Arad 55% of its total issued and outstanding shares on a fully diluted basis, and, in addition, 5% of its total issued and outstanding shares on a fully diluted basis to Meizam Arad. The Company will receive research and development grants for Sonenco.

On March 31, 2011 the Company transferred all rights commitments, assets and holdings of Sonenco Ltd. from Meizam Arad to Meizam Investments.

Sonenco's patent is comprehensive, conclusive and contains 50 claims on the technology, device, applications and specific drugs. The Company’s patent attorneys have conducted a comprehensive patent research to ensure that no other patents for similar applications exist. All patent rights solely belong to Sonenco.

Sonenco has developed an ultrasonic drug delivery catheter that enables the delivery of medication-coated nano-particles to specific organs and tissues in the body. The initial application that has been developed is for the treatment of brain tumors by a stereotactic procedure.

The blood brain barrier (“BBB”) protects the brain against toxic substances that circulate in the blood stream. While this is a life-supporting protection for the brain, the existence of the blood brain barrier is a severe limitation for the delivery of most drugs to the brain because they cannot cross in sufficient amounts. A large number of potentially useful drugs, such as cytostatics and central nervous system (“CNS”) in-vitro active agents, do not cross the blood brain barrier at all or in insufficient quantities. Sonenco has developed a novel method of delivering those drugs to the brain that are usually blocked from entering by the blood brain barrier.

Sonenco’s promising future application is in cardiac catheterization, where nano-particles offer a significant advantage in drug delivery over cardiac stents that suffer positioning difficulties and limited size. Those heavy mass solid nano carriers containing drug are hundred times smaller than average human cell and thus can penetrate and cross the human cells without causing any damage. Once stuck in their final position the nano carrier will remain there for a very long period, allowing them to release the attached drug. Programming the nano drugs with a slow controlled release profile will enable them to perform an effective and comprehensive drug delivery treatment.

Sonenco’s solution to drug delivery introduces the following advantages:

· Inimal invasive short procedure (few minutes only).

· Ability to cover big drug dispersion volume.

· Continuous drug exposure at the targeted site.

· Sufficient energy-for maximum efficient dispersion is much below medical energy levels restrictions.

· Precise dispersion profile to meet medical demands derived from fine-tuning and adjustment flexibility of all effecting parameters.

The estimated brain cancer market potential for Sonenco’s pioneering drug delivery catheter exceeds $400 million per year in the major Western economies.

Sonenco has completed animal studies that show an outstanding dispersion performance, with no damage to the healthy brain tissue and the animal subject.

5. Peptide Booster for Anti-wrinkle Cosmetics.

On October 16, 2010, the Company's subsidiary Meizam Investments signed an initial share purchasing agreement with NBCT to acquire 35% of NBCT shares for 1.5 million NIS (around $400,000).

NBCT has developed an intra-dermal nano-technology enhancing skin penetration of collagen generating peptides in cosmetic anti-wrinkle products, and is preparing for clinical trials to be conducted in 2012.

NBCT lipid-based nano-particles deliver peptides to the dermis, and provide:

· Efficient transport of peptides through the epidermis without physical or chemical changes in the skin barrier properties for other materials.

· Effective protection of peptides from degradation by skin enzymes.

· Controlled release of the peptides at the dermis.

· The penetration mechanism does not alter the skin properties.

· Particles pass through the epidermis to the dermis, form an active-agent payload deposit in the dermis that act to prevent any amino acids attacking the payload.

· Particles have a controlled release mechanism for the active agent payload deposit directly to the dermis.

6. FOREX Expert System.

On November 15, 2010, Meizam Arad entered into a share purchase agreement with Corrsight Ltd. As a consideration for this investment, Corrsight will issue to Meizam Arad 25% of its total issued and outstanding shares on a fully diluted basis. The Company will receive research and development grants for Corrsight.

Corrsight is a software company developing and marketing the “Trading Ace”, a system for increasing financial broker revenues by maximizing the life-cycle value of retail traders. The system analyzes trader activity data and demographic information, and based on this data automatically creates segmented and personalized customer communications - approaching the customer at the right time with the right messages, and providing tools for maximizing trading activity and improving customer retention.

Retail financial trading markets are experiencing in recent years a huge growth of activity, with annual volume over 100 trillion shares and broker revenues over $20 billion. This has created a significant change in the customer mix of brokers - from a relatively small number of large-volume professionals to a large “long tail” of small, inexperienced customers with low trading activity. The brokers, struggling with differentiation and scalability issues, have not found to date any effective way to handle these lower-tier customers, and as a result are facing severe attrition challenges and are far from maximizing their revenue potential.

“Trading Ace” is aimed at providing brokers a set of tools to automatically analyze and act upon the customer activity and engage with their customers in a way that will increase their trading activity and improve retention. Corrsight will focus initially on the foreign exchange (FOREX) and securities day trading segments, but later plans to enhance its product to support other market segments such as commodities and CFDs. Corrsight will operate as a web-based service bureau, offering its service to brokers in a revenue-share business model.

Corrsight has completed the development of its product, and is in process of launching it with its first customer, the brokerage house Go Forex. The trial started in August 2011, with first revenues scheduled for March 2012. Corrsight is already engaged with a second customer that plans to launch this program in June 2012. Corrsight expects substantial revenues by the end of 2012, reaching breakeven in the first half of 2013.

To achieve these goals, Corrsight has assembled an experienced team of professionals led by Hudi Zack, formerly division president in Amdocs, CEO at Disksites and COO in Metalink, who has over 20 years of experience in leading business-oriented multi-disciplinary groups of various sizes. Along with Nir Yaffe, formerly CEO of Finotec, and founder of FX-Alphatrade, who is a seasoned expert in financial trading. And Haim Zelikovsky, formerly vice president in Amdocs and Comverse and CEO of Cellglide, who has vast experience in product strategy and marketing. And finally Eli Gur, formerly VP R&D in Exxana and Edge NW, who was responsible for numerous successful cycles of product design, development and implementation.

7. Management Consulting.

On July 3, 2006, the Company entered into a Share Purchase Agreement with Pangea Investments GmbH, a major stockholder. Under this agreement, the Company purchased from Pangea all of the outstanding common stock of Impact Active Team Ltd. (“Impact”), an Israeli corporation. In return for acquiring these shares, the Company paid to Pangea 2,500,000 restricted shares of common stock.

Impact is a management consulting firm specializing in strategic planning and management services: Active management, strategic business planning, market research, planning and management, sales management, financial planning, strategic alliances investor and public relations. The main benefits that Impact provides to the Company are consulting assignments that may present new business opportunities in the medical and biotech fields, and the capability to evaluate these opportunities.

8. Technological and Industrial Incubator.

Meizam Arad is the Company’s business unit, which operates an industrial incubator program under the guidance and with the support of the Office of the Chief Scientist of MOITL. The industrial incubator program is aimed at young companies with proven technologies or prototypes that are on the verge of commercialization and industrialization.

Meizam Arad was established by the Company on October 25, 2006 in the City of Arad, which is located in the south east of Israel, overlooking Massada and the Dead Sea. Meizam Arad was established as a joint venture between the Company and the City of Arad, and the local industries, which are strategic partners at the industrial incubator program. Currently, the Company holds 74% of Meizam Arad’s equity, and Arad and the local industries hold the remaining 26%.

On July 27, 2008, MOITL announced Meizam Arad as the winner of the national tender for a three-year license to operate an industrial incubator program supported with government funding. The license entitles Meizam Arad to an annual management fee of NIS 1 million (about $280,000). In addition, each project (company) within the incubator program is entitled to an annual research and development grant of up to NIS 500,000 (about $140,000) per year for up to three years (i.e. a total of NIS 1,500,000 - about $420,000). Each project’s funding is subject to the initial approval of the National Industrial Incubator Committee (“NIIC”) and the final approval of MOITL. In January 2011, MOITL issued an updated regulation extending technology-oriented incubator licenses to six years. Meizam Arad does not intend to apply to MOITL for such an extension.

On January 1, 2009, MOITL officially launched Meizam Arad’s industrial incubator program. During 2009, the Company screened dozens of technology and business opportunities, of which six projects were approved by NIIC.

On January 1, 2010, MOITL officially launched the industrial incubator program for TPDS Ltd., which developed a nano-delivery carrier for inhalation drugs.

On July 1, 2010 MOITL officially launched the industrial incubator program for Gaia Med Ltd., which has developed a miniature insulin pump for diabetic patients.

Meizam Arad operates as a second stage technological/industrial incubator providing to its member companies the vast industrial infrastructure of its industrial partners, as well as government funds and a top-of-the-line management team

Meizam Arad, along with Meizam Investments, has operated since 2008 through partial acquisitions of young promising companies in the biotech and medical field and the relocation of their operations to Meizam Arad’s central facility in the city of Arad. Currently, Meizam Arad screens and selects projects and companies according to their fitness to the local industries in the City of Arad. These industries support the relocated companies operations, providing manufacturing and engineering services that significantly accelerate the companies’ time-to-market. In addition, until on-going sales are established, these industries provide the services to the companies in exchange for Meizam Arad common stock instead of cash, at a price of $1.00 per share or at a higher price as will be established in a private placement.

The local industries in the City of Arad that have taken an interest in Meizam Arad include so far the following manufacturers:

Luxembourg Industries Ltd. – A chemical manufacturer of intermediate products to the pharmaceutical, cosmetics and agro-chemical industries, which operates chemical reactors and other chemical production equipment. In addition, Luxembourg operates a fully equipped chemical laboratory for research and development, and quality control.

AMS Electronics Ltd. – An electronics manufacturing service provider, which operates SMT (a method for constructing electronic circuits in which the electronic components are mounted directly onto the surface of printed circuit boards using robotic machinery) production lines and provide turnkey services, including component procurement, final testing, packaging and ship-to-customer supply chain. AMS is listed on the Tel Aviv Stock Exchange.

·	Danor Technical Molding Ltd. – A plastics manufacturing service provider, which operates injection molding production lines, and provides engineering services including mold design and manufacturing.

·	Arad Metal Processing Ltd. – A metal processing service provider, which operates CNC (computer numerical control, which is the programming technology of computerized metal processing machinery) production lines and other special metal processing equipment, and provides engineering services.

The shareholder industries support the approved, and relocated, companies’ operations, providing manufacturing and engineering services that significantly accelerate the companies’ time-to-market. In addition, until on-going sales of the member companies are established, these industries provide the services to the member companies in exchange for Meizam Arad’s common stock instead of cash, at a price of $1.00 per share, or at a higher price as will be established in a private placement. Those provided services are priced at the fair value and are registered as investments in the member companies. For each invested dollar, MOITL funds the portfolio company with an additional two dollars. Therefore, in exchange Meizam Investments receives shares from the member companies for the full investment, which includes the MOITL funds. As a result of leverage through the use of MOITL funds, it is projected that Meizam investments’ equity will grow twice as fast as any direct investment in Meizam Investments.

Meizam Arad provides a highly skilled management team comprised of Impact Active Team personnel and supported by TPDS Ltd.’s personnel, and experts from the local industries.

9. Financing Services.

Meizam Investments was established by the Company on February 9, 2011 as a business unit that provides all the required financing to the Company's business units that operate under the industrial incubator program.

Meizam Investments was established to meet MOITL’s requirement to operate Meizam Arad as a management service provider only, and separate the holding and financing of the incubator through a different entity, as structured at other technology incubators in Israel.

On January 31, 2011, the Company provided financing of $200,723 to the Industrial Incubator Program through Meizam Investments. This financing was provided to Meizam Investments in an equity transaction, and Meizam Investment provided this financing to Meizam Arad in an equity transaction.

On June 3, 2011, the Company provided financing of $104,970 to the Industrial Incubator Program through Meizam Investments. This financing was provided to Meizam Investments in an equity transaction, and Meizam Investment provided this financing to Meizam Arad in a loan transaction.

Results of Operations.

(a) Total Revenue.

The Company had total revenue of $271,859 for the three months ended September 30, 2011 compared to $0 for the three months ended September 30, 2010. The Company had total revenue of $421,291 for the nine months ended September 30, 2011 compared to $64,065 for the nine months ended September 30, 2010, an increase of $357,226 or approximately 558%.

These increases in revenue were the result of additional government grants received by the Company’s industrial incubator, Meizam - Advanced Enterprise Center Arad Ltd., which was acquired on October 1, 2010.

The Company had total revenue of $1,163,309 for the period of inception (June 23, 2004) through September 30, 2011.

(b) General and Administrative Expenses.

The Company had general and administrative expenses of $309,127 for the three months ended September 30, 2011 compared to $121,146 for the three months ended September 30, 2010, an increase of $187,981 or approximately 155%.

The Company had general and administrative expenses of $763,130 for the nine months ended September 30, 2011 compared to $367,695 for the nine months ended September 30, 2010, an increase of $395,435 or approximately 107%.

These increases in general and administrative expenses were due to the acquisition on the October 1, 2010 of Meizam - Advanced Enterprise Center Arad Ltd. and the acquisition of Meizam Investments Ltd. on February 9, 2011. The Company had general and administrative expenses of $3,694,537 for the period of inception (June 23, 2004) through September 30, 2011.

The Company had research and development expenses of $220,388 for the three months ended September 30, 2011 compared to $32,614 for the three months ended September 30, 2010, an increase of $187,774 or approximately 576%. The Company had research and development expenses of $220,388 for the nine months ended September 30, 2011 compared to $124,421 for the nine months ended September 30, 2010. These increases in research and development were due to additional research and development being performed by the Company’s subsidiary TPDS during the three months ended September 30, 2011. The Company had research and development expenses of $618,379 for the period of inception (June 23, 2004) through September 30, 2011.

(d) Net Loss.

The Company had a net loss of $417,011 for the three months ended September 30, 2011 compared to $145,717 for the three months ended September 30, 2010, an increase of $271,294 or approximately 186%. The increase in net loss is the result of the factors mentioned above, but is mainly due to an increase in consulting fees incurred by the Company’s industrial incubator, Meizam Arad.

The Company had a net loss of $722,881 for the nine months ended September 30, 2011 compared to $415,622 for the nine months ended September 30, 2010, an increase of $307,259 or approximately 74%. The increase in net loss is the result of the factors mentioned above, but is mainly due to an increase in consulting fees incurred by the Company’s industrial incubator, Meizam Arad. The Company had a net loss of $3,405,662 for the period of inception (June 23, 2004) through September 30, 2011.

Operating Activities.

Net cash used in operating activities was $450,951 for the nine months ended September 30, 2011 compared to net cash provided by operating activities of $17,511 for the nine months ended September 30, 2010, an increase of $468,462. This increase is attributed to mainly to the settlement of accounts payable and an increase in grants receivable from the Office of the Chief Scientist. The net cash provided by operating activities was $151,660 for the period of inception (June 23, 2004) through September 30, 2011.

Investing Activities.

Net cash used in investing activities was $952 for the nine months ended September 30, 2011 compared to $9,363 for the nine months ended September 30, 2010, a decrease of $8,411 or approximately 90%. This decrease resulted from fewer purchases of equipment during the period. The net cash used in investing activities was $533,252 for the period of inception (June 23, 2004) through September 30, 2011.

Liquidity and Capital Resources.

As of September 30, 2011, the Company had total current assets of $435,786 and total current liabilities of $768,247 resulting in a working capital deficit of $332,761. The cash and cash equivalents balance as of September 30, 2011 totaled $9,840.

The net cash provided by financing activities was $445,334 for the nine months ended September 30, 2011, primarily as a result of proceeds from stock issued for cash. The net cash used in financing activities was $28,778 for the nine months ended September 30, 2010, resulting in an increase of $474,112. Overall, cash and cash equivalents for the nine months ended September 30, 2011 decreased by $13,832. The net cash provided by financing activities was $411,828 for the period of inception (June 23, 2004) through September 30, 2011.

The Company’s current cash and cash equivalents balance will be not be sufficient to fund its operations for the next 12 months. The Company’s ability to continue as a going concern on a longer-term basis will be dependent upon its ability to generate sufficient cash flow from operations to meet its obligations on a timely basis, and to obtain additional financing, and ultimately attain profitability. The Company’s continued operations, as well as the implementation of the Company’s business plan will depend upon its ability to raise additional funds through bank borrowings and equity or debt financing.

On January 14, 2011, the Company entered into a Regulation S Stock Purchase Agreement with 1568934 Ontario Limited, an Ontario limited partnership (“Purchaser”). Under this agreement, the Purchaser purchased from the Company 266,667 restricted shares of common stock at $0.75 per share for a total consideration of $200,000. The Purchaser is an affiliate of the Company. These shares were issued on or about January 14, 2011.

On May 24, 2011, the Company entered into a Regulation S Stock Purchase Agreement with the Purchaser. Under this agreement, the Purchaser purchased from the Company 140,000 restricted shares of common stock at $0.75 per share for a total consideration of $105,000.

On July 29, 2011, the Company entered into a Regulation S Stock Purchase Agreement with 1568934 Ontario Limited, an affiliate of the Company (“Purchaser”). Under this agreement, the purchaser purchased from the Company 66,667 restricted shares of common stock at $0.75 per share for a total consideration of $50,000.

Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for the Company’s common stock will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the Company. If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of the Company’s planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on the Company’s financial condition, which could require it to:

· curtail operations significantly;

· sell significant assets;

· seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to products, technologies or markets; or

· explore other strategic alternatives including a merger or sale of the Company.

To the extent that the Company raises additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to the Company’s existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company’s operations. Regardless of whether the Company’s cash assets prove to be inadequate to meet its operational needs, the Company may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to the Company’s existing stockholders.

Inflation.

The impact of inflation on the Company’s costs and the ability to pass on cost increases to its customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on its operations over the past quarter and the Company does not anticipate that inflationary factors will have a significant impact on future operations.

Off-Balance Sheet Arrangements.

The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.

Critical Accounting Policies.

The SEC has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” (“FRR 60”), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, the Company’s most critical accounting policies include: (a) use of estimates; (b) impairment of long-lived assets; (c) share-based compensation; and (d) government grants. The methods, estimates and judgments the Company uses in applying these most critical accounting policies have a significant impact on the results the Company reports in its financial statements.

(a) Use of Estimates.

(b) Impairment Long-Lived Assets.

The Company evaluates its long-lived assets and certain identified intangible assets for impairment in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 360, “Property, Plant and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset might not be recoverable utilizing an undiscounted cash flow analysis. The Company did not recognize any other impairment on its long-lived assets during the periods presented.

On January 1, 2006, the Company adopted ASC 718, “Stock Compensation,” which requires the measurement and recognition of compensation expense for all share-based payments to its employees and directors, including employee stock options, restricted stock and stock purchases based on the estimated fair value of the award on the grant date. Upon the adoption of ASC 718, the Company maintained its method of valuation for stock option awards using the Black-Scholes valuation model, which has historically been used for the purpose of providing pro-forma financial disclosures in accordance with ASC 718.

Compensation expense is only recognized on awards that ultimately vest.

(d) Government Grants.

Government grants are not recognized until there is reasonable assurance that the group will comply with the conditions attaching then and the grants will be received. Government grants are recognized in profit and loss on a systematic basis over the periods in which the group recognizes as expenses the related costs for which the grants are intended to compensate.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the group with no future costs are recognized in profit and loss in the period in which they become receivable.

Forward Looking Statements.

Information in this Form 10-Q contains “forward looking statements” within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. When used in this Form 10-Q, the words “expects,” “anticipates,” “believes,” “plans,” “will” and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding the adequacy of cash, expectations regarding net losses and cash flow, statements regarding growth, the need for future financing, dependence on personnel, and operating expenses.

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision and with the participation of the principal executive officer/principal financial officer, of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon the evaluation, the principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by it in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. In addition, the principal executive officer/principal financial officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the principal executive officer/principal financial officer, to allow timely decisions regarding required disclosure.

Inherent Limitations of Control Systems.

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, will be or 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, and/or by management override of the 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, controls may become inadequate because of changes in conditions, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective internal control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, the Company may become party to litigation or other legal proceedings that the Company considers to be a part of the ordinary course of the business. There are no material legal proceedings to report, except as outlined in the last Form 10-K. There are no changes to those legal proceedings as reported in that Form 10-K.

ITEM 1A. RISK FACTORS.

There have been no material changes in the risk factors as previously disclosed in response to Item 1A.of Part I of the Company’s latest Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of the Company’s equity securities during the three months ended September 30, 2011 that were not reported in a previously filed Form 8-K, except the following:

(a) On September 15, 2011 the Company issued 100,000 restricted shares of common stock to its transfer agent, Globex Transfer, LLC for services to be performed for the Company valued at $10,000 ($0.10 per share).

(b) On January 1, 2011, the Company began using offices provided by 1568934 Ontario Limited located in Beverly Hills, California. This office space is approximately 2,000 square feet; the Company pays 5,000 shares of restricted 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. On August 8, 2011, the Company issued 60,000 restricted shares of common stock under this arrangement as rent for the 2011 calendar year.

There were no purchases of the Company’s common stock by the Company or its affiliates during the three months ended September 30, 2011.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibits included or incorporated by reference herein are set forth in the Exhibit Index.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Andain, Inc.

Dated: November 18, 2011	By:	/s/ Sam Shlomo Elimelech
		Sam Shlomo Elimelech, President

EXHIBIT INDEX

Number

Description

3.1	Articles of Incorporation, dated July 14, 2004 (incorporated by reference to Exhibit 3.1 of the Form 10-SB filed on March 24, 2005).

3.2	Bylaws, dated August 1, 2004 (incorporated by reference to Exhibit 3.2 of the Form 10-SB filed on March 24, 2005).

4.1	Option issued to 1568934 Ontario Limited by the Company, dated January 14, 2011 (incorporated by reference to Exhibit 10.6 of the Form 8-K filed on March 29, 2011).

4.2	Employee Stock Option Plan, dated January 15, 2011 (filed herewith).

4.3	Stock Option Grant to Sam Elimelech, dated January 20, 2011 (filed herewith).

4.4	Stock Option Grant to Gai Mar-Chaim, dated January 20, 2011 (filed herewith).

4.5	2011 Stock and Option Plan, dated July 26, 2011 (incorporated by reference to Exhibit 4 of the Form S-8 filed on July 26, 2011).

10.1	Affiliation Agreement between the Impact Active Team Ltd. and P.O.C. High-Tech (1992) Ltd. Corporation, dated June 23, 2004 (incorporated by reference to Exhibit 10.8 of the Form SB-2 filed on February 13, 2007).

10.2	Consulting Agreement between the Company and Dr. Leonid Lurya, dated May 16, 2006 (incorporated by reference to Exhibit 10.2 of the Form 10-K filed on December 30, 2010).

10.3	Share Purchase Agreement between the Company and Pangea Investments GmbH, dated June 11, 2006 (not including Schedule 1, Disclosure Schedule) (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on July 5, 2006).

10.4	Technology Purchase Agreement between the Company and Pangea Investments GmbH, dated June 11, 2006 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on July 5, 2006).

10.5	Finder’s Fee Agreement between the Company and Pangea Investments GmbH, dated June 11, 2006 (incorporated by reference to Exhibit 10.5 of the Form 8-K filed on July 5, 2006).

10.6	Consulting Agreement between the Company and Pangea Investments GmbH, dated July 3, 2006 (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on July 5, 2006).

10.7	Business Development Services Agreement between the Company and Pangea Investments GmbH, dated July 3, 2006 (incorporated by reference to Exhibit 10.4 of the Form 8-K filed on July 5, 2006).

10.8	Employment Agreement between the Company and Sam Elimelech, dated July 3, 2006 (incorporated by reference to Exhibit 10.6 of the Form 8-K filed on July 5, 2006).

10.9	Employment Agreement between the Company and Gai Mar-Chaim, dated July 3, 2006 (incorporated by reference to Exhibit 10.7 of the Form 8-K filed on July 5, 2006).

10.10

Regulation S Stock Purchase Agreement between the Company and 1568934 Ontario Limited, dated July 19, 2006 (incorporated by reference to Exhibit 10.11 of the Form 10-K/A filed on February 7, 2011).

10.11

Consulting Agreement between the Company and Meizam - Advanced Enterprise Center Arad Ltd., dated October 25, 2006 (incorporated by reference to Exhibit 10.10 of the Form 10-K filed on December 30, 2010).

10.12

Employment Agreement between the Company and Sam Elimelech, dated January 1, 2011 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on March 29, 2011).

10.13

Employment Agreement between the Company and Gai Mar-Chaim, dated January 1, 2011 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on March 29, 2011).

10.14

Regulation S Stock Purchase Agreement between the Company and Sam Elimelech, dated January 5, 2011 (incorporated by reference to Exhibit 10.3 of the Form 8-K filed on March 29, 2011).

10.15

Regulation S Stock Purchase Agreement between the Company and Gai Mar-Chaim, dated January 5, 2011 (incorporated by reference to Exhibit 10.4 of the Form 8-K filed on March 29, 2011).

10.16

Regulation S Stock Purchase Agreement between the Company and 1568934 Ontario Limited, dated January 14, 2011 (incorporated by reference to Exhibit 10.5 of the Form 8-K filed on March 29, 2011).

10.17

Stock Purchase Agreement between the Company and Meizam Arad Investments Ltd., dated January 31, 2011 (incorporated by reference to Exhibit 10.7 of the Form 8-K filed on March 29, 2011).

10.18

Stock Purchase Agreement between Meizam – Advanced Enterprise Center Arad Ltd and Meizam Arad Investments Ltd., dated January 31, 2011 (incorporated by reference to Exhibit 10.8 of the Form 8-K filed on March 29, 2011).

10.19

Regulation S Stock Purchase Agreement between the Company and 1568934 Ontario Limited, dated May 24, 2011 (incorporated by reference to Exhibit 10 of the Form 8-K filed on July 19, 2011).

10.20

Regulation S Stock Purchase Agreement between the Company and 1568934 Ontario Limited, dated July 29, 2011 (incorporated by reference to the Form 8-K filed on August 16, 2011).

16.1	Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K filed on January 5, 2006).

16.2	Letter on Change in Certifying Accountant (incorporated by reference to Exhibit 16 of the Form 8-K filed on November 5, 2010).

21	Subsidiaries of the Company (incorporated by reference to Exhibit 21 of the Form 10-Q filed on August 22, 2011).

31.1	Rule 13a-14(a)/15d-14(a) Certification of Sam Shlomo Elimelech (filed herewith).

31.2	Rule 13a-14(a)/15d-14(a) Certification of Gai Mar-Chaim (filed herewith).

32	Section 1350 Certification of Sam Shlomo Elimelech and Gai Mar-Chaim (filed herewith).

Attached files

ANDAIN, INC. Reports

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