PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Ando Holdings Ltd.

fka PC Mobile Media Corp.

Condensed Balance Sheets

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

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Ando Holdings Ltd.

fka PC Mobile Media Corp.

Condensed Statements of Operations

(Unaudited)

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

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Ando Holdings Ltd.

fka PC Mobile Media Corp.

Condensed Statements of Cash Flows

(Unaudited)

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

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Ando Holdings Ltd.

fka PC Mobile Media Corp.

Notes to the Condensed Unaudited Financial Statements

June 30, 2018

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Ando Holdings Ltd. fka PC Mobile Media Corp. (“Ando Holdings Ltd. fka PC Mobile Media Corp.” or the “Company”) was incorporated in the State of Nevada on August 22, 2015 and its fiscal year end is September 30. The primary business of the company was previously to offer mobile billboard display advertising. After thorough discussion and analysis on the mobile billboard industry, the Company has decided to terminate its plans in the industry.

The Company is currently pursuing other business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business. As of June 30, 2018, there has been no major progress regarding these acquisitions.

On June 28, 2017, Paul Conforte, the holder of an aggregate of 8,000,000 shares of Common Stock of PC Mobile Media Corp sold all 8,000,000 Shares to twelve (12) purchasers for a total price of $275,000 or $.034 per share. As a result, a change of control occurred which resulted in the purchasers owning approximately 66.67% of the issued and outstanding shares of the Company. In addition, per an Assignment of Rights and Assumption of Liabilities Agreement, dated June 28, 2017, Mr. Conforte retained all assets and assumed all liabilities of the Company through June 30, 2017.

On the same day, Mr. Conforte resigned all officer positions, including Chairman of the Board. Lam Chi Kwong Leo was appointed Chairman of the Board and Chief Executive Officer. Lee Hiu Lan was appointed as Secretary, Treasurer, and Chief Financial Officer. Chan Tung Ngai and Hu Jiasheng were both appointed as a Director. The appointments were effective on June 28, 2017. At present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.

On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada, changing the Company’s name from PC Mobile Media Corp. to Ando Holdings Ltd. As of September 25, 2017, FINRA accepted the name change and issued ADHG as the new trading symbol of the Company.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period from inception on August 22, 2015 through June 30, 2018, the Company has had minimal operations, and has accumulated a deficit of $103,170. In view of this, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to continue operations and to achieve a level of profitability large enough to cover the Company’s expenses. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities, with some additional funding from other traditional financing sources, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The officers and directors have agreed to advance funds to the Company to meet its obligations.

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NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements present the balance sheets, statements of operations and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2017 audited financial statements. The results of operations for the period ended June 30, 2018 are not necessarily indicative of the operating results for a full year.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.

Advertising

Advertising costs are expensed as incurred. As of June 30, 2018 and 2017, no advertising costs have been incurred.

Property

The Company does not own or rent any property. The office space is provided by the CEO at no charge.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalent. At June 30, 2018 and September 30, 2017, the Company had $0 and $0 in cash, respectively.

Revenue and Cost Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

·

persuasive evidence of an arrangement exists

·

the product has been shipped or the services have been rendered to the customer

·

the sales price is fixed or determinable

·

collectability is reasonably assured

For the three months ended June 30, 2018 and 2017, the Company realized revenue in the amount of $0 and 0, respectively.  For the nine months ended June 30, 2018 and 2017, the Company realized revenue in the amount of $0 and $10,000, respectively.

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Net Loss per Shared

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has adopted this standard and has included the appropriate disclosures in Note 2 to these financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our financial statements.

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of this new requirement on the cash flows of the Company.

The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statement.

NOTE 4 - CAPITAL STOCK

The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At both June 30, 2018 and September 30, 2017, 12,000,000 common shares were issued and outstanding.

On September 22, 2015, the Company issued 5,750,000 Founder’s shares at $0.001 per share (par value) for total cash of $5,750.

On September 22, 2015, the Company issued 2,250,000 shares for services provided since inception. These shares were issued at $0.001 per share (par value) for services valued at $2,250.

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During the quarter ended June 30, 2016, the Company issued 4,000,000 shares to 27 shareholders at $0.01 per share for total cash of $40,000.

On June 30, 2017, the former shareholder released the debt owed to him in the amount of $22,840, per the June 28, 2017 Assignment of Rights and Assumption of Liabilities Agreement. This amount is represented in the financial statements as Contributed Capital.

At June 30, 2018, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS

At June 30, 2018 and September 30, 2017, an affiliate has paid expenses on behalf of the Company in the amount of $43,895 and $14,150, respectively. The loans are unsecured, payable on demand, and carry no interest.

The Company does not own or rent any property. The office space is provided by the CEO at no charge.

NOTE 6 - PREPAID EXPENSES

Transfer agent fees and OTCQB annual fees are included as prepaid expenses. These expenses are stated at cost and are charged to expense over the periods the Company expects to benefit from them. At June 30, 2018 and September 30, 2017, the Company has prepaid expenses of $12,000 and $7,900, respectively.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

On March 18, 2017, Ando Capital Investment Limited engaged Acorn Assets & Equity Limited to identify and precipitate the purchase of a public company through a Consulting Agreement. On August 29, 2017, a supplement to the Consulting Agreement was signed to clarify certain terms of the agreement. The supplementary document states that the transfer agent fees incurred in the purchase, such as cancelation or issuance of share certificates, new CUSIP application, and printing of new share certificate templates, will be paid by Acorn Assets & Equity Limited until the completion of the initial Consulting Agreement.

At June 30, 2018 and September 30, 2017, Acorn Assets & Equity Limited has paid transfer agent fees in the amounts of $3,830 and $1,215, respectively, on behalf of Ando Holdings Ltd.

NOTE 8 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were available to be issued.  Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.

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

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this report and are hereby referenced.  The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.  These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive.  Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.

Plan of Operation

Ando Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in the state of Nevada on August 22, 2015.  The primary business of the company was previously to offer mobile billboard display advertising.  After thorough discussion and analysis on the mobile billboard industry, the Company has decided to terminate its plans in the industry.

The Company is currently pursuing other business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business.  As of June 30, 2018, there has been no major progress regarding these acquisitions.

Results of Operations for the Three Months Ended June 30, 2018 Compared to the Three Months Ended June 30, 2017

Revenues. The Company’s revenues were $0 for the three-month period ended June 30, 2018 and $0 for the three-month period ended June 30, 2018.  

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Selling, General and Administrative Expenses.  Selling, general and administrative expenses for the three-month period ended June 30, 2018 were $3,275 as compared to $4,715 for the three-month period ended June 30, 2017. General and administrative expenses decreased due the reduction of transfer agent fees caused by the subsequent change of control.

Professional Fees.  Professional Fees for the three-month period ended June 30, 2018 were $3,650 as compared to $5,150 for the three-month period ended June 30, 2017.  The decrease was due to the auditing and consulting fees reducing as a result of the subsequent change of control.

Results of Operations for the Nine Months Ended June 30, 2018 Compared to the Nine Months Ended June 30, 2017

Revenues. The Company’s revenues were $0 for the nine-month period ended June 30, 2018 as compared to $10,000 for the nine-month period ended June 30, 2017.   The change in revenue is due to a mobile advertising contract which was executed in October 2016 being terminated in April 2017.  All revenue relating to the contract was received prior to September 30, 2017.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses for the nine-month period ended June 30, 2018 were $10,345 as compared to $7,245 for the nine-month period ended June 30, 2017. General and administrative expenses increased due to additional transfer agent fees caused by the change of control.

Professional Fees.  Professional Fees for the six-month period ended June 30, 2018 were $13,235 as compared to $10,200 for the nine-month period ended June 30, 2017.  The increase was due to the increase in auditing and consulting fees caused by the change of control.

Liquidity and Capital Resources

We measure our liquidity in a number of ways, including the following:

The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  For the period from inception on August 22, 2015 through June 30, 2018, the Company has had minimal operations, and has accumulated a deficit of $103,170. In view of this, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to continue operations and to achieve a level of profitability large enough to cover the Company’s expenses. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities, with some additional funding from other traditional financing sources, until such time that funds provided by operations are sufficient to fund working capital requirements.

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The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.  Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern.

The officers and directors have agreed to advance funds to the Company to meet its obligations.

Impact of Inflation

We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.

Net Cash Used in Operating Activities

We experienced net cash used in operating activities for the nine-month period ended June 30, 2018 of $29,745 due to cash used to fund a net loss of $23,580.  We experienced net cash provided by operating activities of $26,845 for the nine-month period ended June 30, 2017 due to cash used to fund a net loss of $7,445 and offset by an increase in accounts payable.

Net Cash Used in Investing Activities

The net cash used in investing activities during the nine-month periods ended June 30, 2018 and 2017 was $0.

Net Cash Provided by Financing Activities

Net cash provided by financing activities during the nine-month period ended June 30, 2018 was $29,745 due to a related party making payments on the Company’s behalf, and $22,849 during the nine-month period ended June 30, 2017.

Availability of Additional Funds

Based on our working capital deficit as of June 30, 2018 and zero revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through September 2018.

Critical Accounting Policies and Estimates

Our unaudited interim financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of unaudited interim financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.

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Material Commitments

There was no material commitment during the nine-month period ended June 30, 2018.

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted.  The Company has adopted this standard and has included the appropriate disclosures in Note 2 to these financial statements.

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

Off Balance Sheet Arrangements

As of June 30, 2018, we had no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Disclosure under this section is not required for a smaller reporting company.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at June 30, 2018.  It should be noted that the design of any system of controls 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, regardless of how remote.

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Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

·

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.

·

Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

(b) Reports of Form 8-K

None

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 9^th  day of August 2018.

ANDO HOLDINGS LTD.

By:  /s/ Lam Chi Kwong Leo

Lam Chi Kwong Leo

Chief Executive Officer, President, Chairman and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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Ando Holdings Ltd.

Index to Exhibits

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