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EX-32 - CERTIFICATION - Ando Holdings Ltd.ando_ex32.htm
EX-31 - CERTIFICATION - Ando Holdings Ltd.ando_ex31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


(Mark One)

[X]

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2018

OR

[  ]

 

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:  333-182113


Ando Holdings Ltd.

(Exact name of registrant as specified in its charter)


Nevada

 

47-4933278

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)


Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road

Tsim Sha Tsui, Kowloon, Hong Kong  00000

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code:  +852 23519122


Securities registered under Section 12(b) of the Exchange Act:  None


Securities registered under Section 12(g) of the Exchange Act:


Common Stock, par value $0.001 per share

(Title of Class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]  No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ]  No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ]  No [  ]






Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 [  ]  No [X]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]


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


Large accelerated filer [  ]

 

Accelerated filer [  ]

Non-accelerated filer [  ]

 

Smaller reporting company [X]

(Do not check if smaller reporting company)

 

Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]


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


At December 31, 2018, there were 12,000,000 shares of the registrant’s Common Stock issued and outstanding.



















ii




Ando Holdings Ltd.


FORM 10-K

For The Fiscal Year Ended September 30, 2018


TABLE OF CONTENTS



PART I

1

Item 1. Business.

1

Item 1A. Risk Factors.

2

Item 1B. Unresolved Staff Comments.

2

Item 2. Properties.

2

Item 3. Legal Proceedings.

2

Item 4. Mine Safety Disclosures

2

PART II

3

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

3

Item 6. Selected Financial Data.

3

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

3

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

8

Item 8. Financial Statements and Supplementary Data.

8

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

9

Item 9A. Controls and Procedures.

9

Item 9B. Other Information.

10

PART III

11

Item 10. Directors, Executive Officers and Corporate Governance.

11

Item 11. Executive Compensation.

14

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

19

Item 13. Certain Relationships and Related Transactions, and Director Independence.

20

Item 14. Principal Accountant Fees and Services.

21

Item 15. Exhibits.

21

SIGNATURES

22





iii




Explanatory Note


In this Annual Report on Form 10-K, Ando Holdings Ltd. is sometimes referred to as the “Company”, “we”, “our”, “us” or “registrant” and U.S. Securities and Exchange Commission is sometimes referred to as the “SEC”.


PART I


Item 1. Business.


Our Company


Ando Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in the state of Nevada on August 22, 2015. 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 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 December 28, 2018, there has been no major progress regarding these acquisitions.


On June 28, 2017 Mr. Paul Conforte, President and the holder of an aggregate of 8,000,000 shares of Common Stock of PC Mobile Media Corp., representing approximately 66.67% of the issued and outstanding Shares of the Company, sold all 8,000,000 Shares to 12 purchasers. On the same day Mr. Conforte resigned all 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.


For the twelve-month period ended September 30, 2018, we generated $0 revenue and had $31,243 in expenses for a net loss of $31,243. For the twelve-month period ended September 30, 2017, we generated $10,000 in revenue and had $26,195 in expenses for a net loss of $16,195.


We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012. Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.


Our principal executive offices are located at Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number is +852 23519122. We were incorporated under the laws of the State of Nevada on August 22, 2015. Our fiscal year end is September 30.


Principal Business


The Company is currently pursuing 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 December 28, 2018, there has been no major progress regarding these acquisitions.




1




Government Regulation


We are subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety and labor relations. In addition, our operations are affected by federal and state laws relating to marketing practices in the music industry. Environmental laws and regulations do not materially impact our operations.


Research and Development


We have not spent any funds on research and development activities in connection with our business.


Personnel


As of September 30, 2018, we employed two persons on a part-time basis.  None of our employees is subject to a collective bargaining agreement. We believe that our relationship with our employees is good.


Item 1A. Risk Factors.


Not applicable to smaller reporting companies.


Item 1B. Unresolved Staff Comments.


None.


Item 2. Properties.


Our executive offices are located at Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. The Company does not own or rent property. The office space is provided by an officer at no charge. We believe that this space is adequate for our present needs.


Item 3. Legal Proceedings.


We are not a party to any legal proceedings, nor are we aware of any threatened litigation whatsoever.


Item 4. Mine Safety Disclosures


Not applicable to smaller reporting companies.












2




PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.


Market Information


Our common stock is currently listed on OTC Markets under the symbol “ADHG”.


Holders of Record


As of September 30, 2018 and December 28, 2018, respectively, there were 28 shareholders of record of the Company’s common stock.


Dividend Policy


We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance our operations, and to expand our business. Subject to the rights of holders of preferred stock, any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, operating results, capital requirements, limitations under Florida law and other factors that our board of directors considers appropriate.


Recent Sales of Unregistered Securities


None.


Recent Sales of Registered Securities


None.


Item 6. Selected Financial Data.


Not applicable to smaller reporting companies.


Item 7. 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 Form 10-K 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.





3



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.


Overview


Ando Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in the state of Nevada on August 22, 2015. After thorough discussion and analysis on the mobile billboard industry, the Company decided to terminate its plans in that industry. The Company is currently pursuing 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 December 28, 2018, there has been no major progress regarding these acquisitions.


On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada. The amendment changed the name of the Company from PC Mobile Media Corp. to Ando Holdings Ltd.


As of September 25, 2017, FINRA accepted the name change and issued a new trading symbol for the Company. The new trading symbol for the Company is ADHG.


Plan of Operation


The Company is currently pursuing 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 December 28, 2018, there has been no major progress regarding these acquisitions.


Results of Operations for the Year Ended September 30, 2018 Compared to the Year Ended September 30, 2017


Revenues. The Company had $0 revenue for the year ended September 30, 2018, as compared to $10,000 for the year ended September 30, 2017. The change in revenue was due to a mobile advertising contract being executed in October 2016 and being cancelled in April 2017 due to non-payment. At September 30, 2017, all revenue relating to the contract had been received. The Company’s previous advertising business has been discontinued. At this time, the Company does not have any business operations.



4



Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended September 30, 2018 were $14,358 as compared to $3,660 for the year ended September 30, 2017. General and administrative expenses increased due to the change in business direction of the Company having incurred additional transfer and filing expenses.


Professional Fees. Professional fees for the year ended September 30, 2018 were $16,855 as compared to $22,535 for the year ended September 30, 2017. Professional fees reduced due to the decrease in consulting fees.


Liquidity and Capital Resources


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


 

As of

 

As of

 

September 30, 2018

 

September 30, 2017

 

 

 

 

Cash

$

-

 

$

-

Prepaid Expenses

 

9,000

 

 

7,900

Related Party Loans

 

48,958

 

 

14,150

Working Deficit

 

(39,993)

 

 

(8,750)

Total Current liabilities

$

48,993

 

$

16,650


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 year ended September 30, 2018 of $34,808 due to cash used to fund a net loss of $31,243. We experienced net cash used in operating activities of $40,995 for the year ended September 30, 2017 due to cash used to fund a net loss of $16,195, and a change of control of the Company that resulted in all liabilities at June 30, 2017 being paid in full by the former officer.


Net Cash Used in Investing Activities


We experienced no cash flow from investing activities for years ended September 30, 2018 and 2017.


Net Cash Provided by Financing Activities


We experienced net cash provided by financing activities in the amount of $34,808 for year ended September 30, 2018 due to related party loans.  We experienced net cash provided by financing activities in the amount of $36,945 for the year ended September 30, 2017 due to the sale of common stock and related party loans.






5



Availability of Additional Funds


Based on our working capital deficit as of September 30, 2018, we will need additional equity and/or debt financing to continue our operations during the next 12 months. See “Description of Business”.


Critical Accounting Policies and Estimates


Our 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 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 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 the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.


We qualify as an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act, which became law in April 2012.  Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.


Recently Issued Accounting Pronouncements


Reference is made to the “Significant Accounting Pronouncements” in Note 3 to our financial statements included elsewhere in this report for information related to new accounting pronouncements.


Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


Material Commitments


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.


Purchase of Furniture and Equipment


There were no purchases of computers and any other equipment for the year ended September 30, 2018.





6



Critical Accounting Policies


Our 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 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 financial statements and the reported amounts of revenues and expenses during the reporting periods.


We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Cash and Cash Equivalents


We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. At September 30, 2018, we have no cash equivalents.


Use of Estimates


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


Share Based Payments


We recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.


Earnings (Loss) Per Share


The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share”. Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.


Income Taxes


The Company accounts for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.




7




Recent Accounting Pronouncements


Reference is made to the Recent Accounting Pronouncements in Note 3 to our financial statements included elsewhere in this report for information related to new accounting pronouncements.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk.


We are not subject to risks related to foreign currency exchange rate fluctuations. Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.


Item 8. Financial Statements and Supplementary Data.



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


 

Page

Financial Statements

 

 

 

Report of Independent Registered Public Accounting Firm

F-1

 

 

Balance Sheets as of September 30, 2018 and 2017

F-2

 

 

Statements of Operations for the years ended September 30, 2018 and 2017

F-3

 

 

Statements of Changes in Stockholders’ Deficit for the years ended September 30, 2018 and 2017

F-4

 

 

Statements of Cash Flows for the years ended September 30, 2018 and 2017

F-5

 

 

Notes to the Audited Financial Statements

F-6
















8




[ando10k2.gif]


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To: The Board of Directors and Stockholders of

Ando Holdings Ltd.


Opinion on the Consolidated Financial Statements


We have audited the accompanying balance sheets of Ando Holdings Ltd. and subsidiaries (the “Company”) as of September 30, 2018 and 2017, the related statements of operations , stockholders’deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.


Going Concern Matter


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Basis for Opinion


These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.


Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.


/s/ TAAD LLP


We have served as the Company’s auditor since 2017


Diamond Bar, California

December 31, 2018



F-1




Ando Holdings Ltd.

Balance Sheets



 

September 30, 2018

 

September 30, 2017

 

 

 

 

ASSETS

 

 

 

     Current Assets

 

 

 

          Prepaid Expenses

$

9,000

 

$

7,900

     Total Current Assets

 

9,000

 

 

7,900

 

 

 

 

 

 

TOTAL ASSETS

$

9,000

 

$

7,900

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

     Current Liabilities

 

 

 

 

 

          Accounts Payable & Accrued Expenses

$

35

 

$

2,500

          Related Party Loans

 

48,958

 

 

14,150

     Total Current Liabilities

 

48,993

 

 

16,650

 

 

 

 

 

 

  TOTAL LIABILITIES

 

48,993

 

 

16,650

 

 

 

 

 

 

  STOCKHOLDERS' DEFICIT

 

 

 

 

 

     Common Stock, $0.001 Par Value

       Authorized Common Stock

         75,000,000 shares at $0.001

       Issued and Outstanding

         12,000,000 Common Shares at September 30, 2018

         and September 30, 2017

 

12,000

 

 

12,000

     Additional Paid In Capital

 

58,840

 

 

58,840

     Accumulated Deficit

 

(110,833)

 

 

(79,590)

  TOTAL STOCKHOLDERS' DEFICIT

 

(39,993)

 

 

(8,750)

 

 

 

 

 

 

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT

$

9,000

 

$

7,900















The auditor's report and accompanying notes are an integral part of these financial statements.



F-2




Ando Holdings Ltd.

Statements of Operations



 

Year ended

September 30, 2018

 

Year ended

September 30, 2017

 

 

 

 

REVENUE

 

 

 

     Revenues

$

-

 

$

-

Total Revenues

$

-

 

$

-

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

     General and Administrative

 

14,358

 

 

-

     Professional Fees

 

16,885

 

 

-

Total Expenses

 

31,243

 

 

-

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(31,243)

 

 

-

 

 

 

 

 

 

     Provision for Income Taxes

 

-

 

 

-

NET LOSS FROM CONTINUING OPERATIONS

$

(31,243)

 

$

-

NET LOSS FROM DISCONTINUED OPERATIONS

$

-

 

$

(16,195)

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES

  OUTSTANDING

 

12,000,000

 

 

12,000,000






















The auditor's report and accompanying notes are an integral part of these financial statements.



F-3




Ando Holdings Ltd.

Statements of Changes In Stockholders' Deficit

From September 30, 2016 to September 30, 2018



 

Common Stock

 

 

 

 

Number of

Shares

Amount

Additional

Paid-In

Capital

Accumulated

Deficit

Total

 

 

 

 

 

 

Balance, September 30, 2016

12,000,000

$

12,000

$

36,000

$

(63,395)

$

(15,395)

 

 

 

 

 

 

 

 

 

 

Contributed Capital per Assignment

Agreement dated June 28, 2017.

 

 

 

$

22,840

 

 

$

22,840

 

 

 

 

 

 

 

 

 

 

Net (loss) for the year ended

September 30, 2017

 

 

 

 

 

 

(16,195)

 

(16,195)

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2017

12,000,000

$

12,000

$

58,840

$

(79,590)

$

(8,750)

 

 

 

 

 

 

 

 

 

 

Net (loss) for the year ended

September 30, 2018

 

 

 

 

 

 

(31,243)

 

(31,243)

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2018

12,000,000

$

12,000

$

58,840

$

(110,833)

$

(39,993)



















The auditor's report and accompanying notes are an integral part of these financial statements.



F-4




Ando Holdings Ltd.

Statements of Cash Flows



 

Year ended

September 30,

2018

 

Year ended

September 30,

2017

 

 

 

 

OPERATING ACTIVITIES

 

 

 

  Net Loss

$

(31,243)

 

$

-

  Net Loss from discontinued operations

 

 

 

 

(16,195)

  Adjustments to reconcile Net Loss to net cash provided by operations:

 

 

 

 

 

    Increase in Prepaid Expenses

 

(1,100)

 

 

-

    Decrease in AP & Accrued Expenses

 

(2,465)

 

 

-

  Cash used in operating activities-continuing operations

$

(34,808)

 

$

-

  Cash used in operating activities-discontinued operations

 

-

 

 

(40,995)

Net cash used in Operating Activities

$

(34,808)

 

$

(40,995)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

  Contributed Capital

$

-

 

$

-

  Proceeds from Related Party Loan

 

34,808

 

 

-

  Cash provided by financing activities-continuing operations

 

34,808

 

 

-

  Cash provided by financing activities-discontinued operations

 

-

 

 

36,945

Net cash provided by Financing Activities

$

34,808

 

$

36,945

 

 

 

 

 

 

Net decrease in Cash for period

 

-

 

 

(4,050)

Cash at beginning of period

 

-

 

 

4,050

Cash at end of period

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information and noncash Financing Activities:

 

 

 

 

 

  Expenses paid by related party on behalf of the Company

$

34,808

 

$

1,215











The auditor's report and accompanying notes are an integral part of these financial statements.



F-5




Ando Holdings Ltd.

Notes to the Audited Financial Statements

September 30, 2018 and 2017



NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION


Ando Holdings Ltd. (“Ando Holdings Ltd.” 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 analysis, the Company terminated its advertising business. The Company is currently pursuing 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 September 30, 2018, there has been no major progress regarding these acquisitions.



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 September 30, 2018, the Company has had minimal operations, and has accumulated a deficit of $110,833. 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.



NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The preparation of financial statements in conformity with generally accepted accounting principles requires us to establish accounting policies and make estimates and assumptions that affect our reported amounts of assets and liabilities at the date of the financial statements. These financial statements include some estimates and assumptions that are based on informed judgments and estimates of management. We evaluate our policies and estimates on an on-going basis and discuss the development, selection, and disclosure of critical accounting policies with the Board of Directors. Predicting future events is inherently an imprecise activity and as such requires the use of judgment. Our financial statements may differ based upon different estimates and assumptions.


Basis of Presentation

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


Use of Estimates and Assumptions

Preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.




F-6



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 equivalents. At September 30, 2018 and 2017, the Company had cash of $0 and $0, respectively.


Revenue and Cost Recognition

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration expected in exchange for those products and services. Revenue is recognized net of all allowances.


For the years ended September 30, 2018 and 2017, the Company realized revenue in the amount of $0 and $10,000 respectively.


Cash Flow Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.


The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.


Net Loss per Share

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.


Advertising

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


Income Taxes

The Company accounts for income taxes as outlined in Accounting Standard Codification (ASC) 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.


Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard update on revenue recognition from contracts with customers (Topic 606). The new guidance replaces all current GAAP guidance on this topic and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted the new accounting standard on October 1, 2018. The Company evaluated the adoption of Topic 606 and has determined that it will not have a material impact on the Company’s financial statements as of September 30, 2018.


Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.



F-7




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 September 30, 2018 and 2017, 12,000,000 common shares were issued and outstanding.


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 September 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 September 30, 2018 and 2017, an affiliate has paid expenses on behalf of the Company in the amount of $48,958 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 - INCOME TAXES


The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.


On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended September 30, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes.


The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of September 30, 2018 and September 30, 2017 are as follows:


 

September 30, 2018

 

September 30, 2017

 

 

 

 

 

 

Net operating carryforward

$

(110,833)

 

$

(79,590)

Effective tax rate

 

21%

 

 

21%

Tax benefit of net operating loss carryforward

 

23,275

 

 

16,714

Valuation allowance

 

(23,275)

 

 

(16,714)

Deferred income tax assets

$

-

 

$

-


As of September 30, 2018, the Company had $110,833 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2033 and 2038. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes.





F-8




NOTE 7 - PREPAID EXPENSES


OTCQB annual fees are included as prepaid expenses at September 30, 2018, and OTCQB and transfer fees are included at September 30, 2017. These expenses are stated at cost and are charged to expense over the periods the Company expects to benefit from them. At September 30, 2018 and 2017, the Company has prepaid expenses of $9,000 and $7,900, respectively.



NOTE 8 - DISCONTINUED OPERATIONS


On June 28, 2017, Paul Conforte, the holder of 8,000,000 shares of Common Stock of PC Mobile Media Corp sold 100% of his shares to twelve (12) purchasers resulting in a change of control. with all assets and all liabilities retained by Mr. Conforte.


On the same day, Mr. Conforte resigned all officer positions, and the Company appointed a new Chairman of the Board/CEO, Secretary/Treasurer/CFO, and two Directors. effective June 28, 2017. On September 5, 2017, the Company changed its name from PC Mobile Media Corp. to Ando Holdings Ltd, The name change was subsequently accepted by FINRA resulting in the Company being issued ADHG as its new trading symbol.


The primary business of the Company was previously to offer mobile billboard display advertising. As of September 30, 2017, the Company decided to discontinue the mobile billboard operations.


For accounting purposes, the Company has accounted for those operations as discontinued operations.


Results of Operations:

Year ended

September

30, 2017

 

 

 

Net Revenues from discontinued operations

$

10,000

Operating expenses

 

26,195

Loss from discontinued operations before taxes

 

(16,195)

Provision for income taxes

 

-

Net Loss from discontinued operations, net of tax

$

(16,195)

Basic and diluted loss per common share

$

(0.00)



NOTE 9 - 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 a September 30, 2018 and 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.


From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.






F-9




Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.


None.


Item 9A. Controls and Procedures.


EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES


We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls were not effective as of the end of the period covered by this report.


MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2018.  In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 1992 (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.



9



Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of September 30, 2018 (the “Evaluation Date”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:


·

Limited or no segregation of duties and lack of multiple levels of supervision and review.

·

No independent directors.

·

Ineffective controls over financial reporting.

·

Lack of controls over authorization related party transactions.


Management believes that the material weaknesses set forth in the four items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.


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.


This Annual Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.


Item 9B. Other Information.


None.



10




PART III


Item 10. Directors, Executive Officers and Corporate Governance.


Our directors and executive officers and their respective ages as of December 3, 2018, are as follows:


Name

 

Age

 

Position(s)

Lam Chi Kwong Leo

 

41

 

CEO, Director, President, Chairman

Lee Hiu Lan

 

29

 

CFO, Treasurer, Secretary

Chan Tung Ngai

 

30

 

Director

Hu Jiasheng

 

48

 

Director


Lam Chi Kwong Leo- CEO, Director, President, Chairman


Mr. Lam graduated in 2000 from the University of Ottawa, Canada, with a Bachelor of Science degree. Since 2013, Mr. Lam was the Chief Executive Officer and one of the founders of Red Stone Global Investment, which provides a comprehensive range of financial services in risk management, fund-trading, offshore account, trust, asset refinancing and management. He was responsible for establishing the company structure, compliance monitoring system, and administrative system of the company. From 2014 to 2015, Mr. Lam served as the Head of Fund Distributor of Asia One Financial Group, which provides comprehensive financial planning services and portfolio management services to institutional and individual clients in Asia. He was responsible for the marketing of the fund distribution in Asia and had raised more than 25 million USD within 1 year. In June 2017, Mr. Lam was appointed as the President, Chairman, Chief Executive Officer and Director of the Company.


Lee Hiu Lan- CFO, Treasurer, Secretary


Lee Hiu Lan graduated from Hong Kong University of Science and Technology with a Bachelor of Business Administration degree (Professional Accountancy) in 2011. Ms. Lee, after graduation, worked in Deloitte Touche Tohmatsu for 3 years and she obtained the Certified Public Accountant designation in late 2014. She led the teams for auditing financial statements and reviewing the interim financial report of some major listed companies in Hong Kong. She left Deloitte Touche Tohmatsu with an exceed expectation performance appraisal from the management. After that, in 2015, Ms. Lee served as the Regional Operation Director of Sun Sin Ye (Shenzhen) Limited, fully in charge of the development of the chained restaurants in the mainland China. Overseeing internal controls and reviewing operating procedures among China offices for consistency was one of the major tasks. She took an active role in analyzing the financial performances of the whole group. In June 2017, Ms. Lee was appointed as the Chief Financial Officer, Treasury and Secretary of the Company, managing the financial strategy and operations of the group. She is committed to maximizing long-term shareholder value, ensuring a balanced portfolio of stable growth investment, and maintaining the high level of integrity and transparency for the Company.


Chan Tung Ngai- Director

Chan Tung Ngai achieved a Bachelor of Business Administration degree in Finance and Information System in the Hong Kong University of Science and Technology in 2010. Mr. Chan joined AXA Hong Kong as a management trainee in 2010. AXA is one of the largest insurance companies in the world. From 2010 to 2016, he played a supporting role to various insurance sectors including life insurance, Mandatory Provident Fund, employee benefit, bancassurance, and insurance brokerage, and he has led the development of the first-in-the-market mobile platform for employee benefit.




11



He co-founded Guangdong Sinno Holdings Group, whose subsidiaries provide asset management, financing, information technology and renewable resources services, and is the executive chairman of the Group. Since 2017, Mr. Chan has become the director of Hong Kong Wuyi Youth Association. The Association serves youngsters to fulfill their achievement by organizing various activities, such as startup funding. In June 2017, Mr. Chan was appointed as the Director of the Company.


Hu Jiasheng- Director


Mr. Hu holds a Bachelor of Administration Management degree from the Renmin University of China. Mr. Hu is the co-founder and the chairman of Guangdong Sinno Holdings Group, whose subsidiaries provide asset management, financing, information technology and renewable resources services. Mr. Hu founded Guangzhou Lirui Asset Management Company Limited in 2011 and has been focusing on trading of precious metals and wealth management. In June 2017, Mr. Hu was appointed as the Director of the Company.


Term of Office


All of our directors hold office until the next annual meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.


Family Relationships


There are no family relationships among any of the Company’s directors and officers.


Board Composition and Committees


The Company’s Board of Directors is currently composed of four members, Lam Chi Kwong Leo, Lee Hiu Lan, Chan Tung Ngai and Hu Jiasheng.


We do not have a standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have a “audit committee financial expert” on our board of directors as that term is defined by Item 407(d)(5)(ii) of Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making.


Involvement in Certain Legal Proceedings


None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:


1.

any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;


2.

any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:



12




i.

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;


ii.

engaging in any type of business practice; or


iii.

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


4.

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;


5.

being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;


6.

being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;


7.

being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


i.

any Federal or State securities or commodities law or regulation; or


ii.

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or


iii.

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


8.

being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.



13



Compliance with Section 16(a) of the Act


Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file. With reference to transactions during the fiscal year ended September 30, 2018, to our knowledge, all Section 16(a) forms required to be filed with the SEC were filed.


Item 11. Executive Compensation.


Compensation Discussion and Analysis


Philosophy and objectives


Since our inception, all compensation decisions have been made by our Board of Directors. The primary objective of our compensation policies and programs with respect to executive compensation is to serve our shareholders by attracting, retaining and motivating talented and qualified individuals to manage and lead our business. We will focus on providing a competitive compensation package that provides significant short and long-term incentives for the achievement of measurable corporate and individual performance objectives.


Elements of executive compensation


Base salary.  We will seek to provide our senior management with a level of base salary in the form of cash compensation appropriate to their roles and responsibilities. Base salaries for our executives will be established based on the executive’s qualifications, experience, scope of responsibilities, future potential and past performance and cash available to pay executive compensation. Base salaries will be reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account an individual's responsibilities, performance and experience. We will consider four factors in determining the base salaries of our named executive officers. These four factors are, in order of significance, (1) creating an incentive to achieve corporate goals, (2) individual performance, (3) cash available to pay compensation and (4) the total compensation each executive officer previously received while employed with us, if any. We have not paid any executive compensation in the form of base salary to our management during the year ended September 30, 2018, or the period August 22, 2015, our inception, through September 30, 2018.


Incentive cash bonuses.  Our practice will be to seek to award incentive cash bonuses to our executive officers based upon their individual performance, as well as our overall business and strategic objectives. In determining the amount of cash bonuses paid to our named executive officers, we will consider the same four factors as in determining their base salaries. We expect that our Board of Directors will adopt formal processes for incentive cash bonuses during the next 24 months and will utilize incentive cash bonuses to reward executives for achieving corporate financial and operational goals and for achieving individual performance objectives. To date, we have not paid any incentive cash bonuses to our management.


Long-term equity compensation.  We believe that successful long-term performance is achieved through an ownership culture that encourages long-term performance by our executive officers through the use of stock and stock-based awards. We intend to establish equity incentive plans to provide our employees, including our executive officers, with incentives to help align those employees’ interests with the interests of our shareholders.



14



We expect that our incentive plans will permit the grant of stock options, restricted shares and other stock awards to our executive officers, employees, consultants and non-employee board members. When we hire executive officers in the future, we expect to grant them stock-based awards that will generally vest over a five-year period. We believe that stock-based awards provide an incentive for these officers to continue their employment with us, provide our executive officers with an opportunity to obtain an ownership interest in our company and encourage them to focus on our long-term profitable growth. We believe that the use of long-term equity compensation will promote our overall executive compensation objectives and expect that equity incentives will be an important source of compensation for our executives. In determining amounts awarded to our executive officers under our incentive plans, we will consider the same four factors (and use the same method of measurement) as in determining base salary. The third factor (cash available) has an indirect effect when determining long-term equity compensation. Specifically, to the extent that this factor causes us not to pay base salary or cash bonuses, it points toward providing long-term equity compensation. We have not issued any long-term equity compensation to our management during the year ended September 30, 2018 or the period August 22, 2015, our inception, through September 30, 2018.


Other compensation.  When we hire executive officers, our executive officers will be eligible to receive the same benefits, including non-cash group life and health benefits that are available to all employees. We may offer a 401(k) plan to our employees, including our executive officers. This plan will permit employees to make contributions up to a statutory maximum and will permit us to make matching or profit-sharing contributions. To date, we have not offered to our employees any benefit plans, including but not limited a 401(k) plan or made, or committed to make, any matching or profit-sharing contributions under a 401(k) plan.


Policies related to compensation


Guidelines for equity awards.  We have not formalized a policy as to the amount or timing of equity grants to our executive officers. We expect, however, that our board of directors will approve and adopt guidelines for equity awards. Among other things, we expect that the guidelines will specify procedures for equity awards to be made under various circumstances address the timing of equity awards in relation to the availability of information about us and provide procedures for grant information to be communicated to and tracked by our finance department. As of the date of this report, we have not established a finance department. We anticipate that the guidelines will require that any stock options or stock appreciation rights have an exercise or strike price not less than the fair market value of our common stock on the date of the grant.


Stock ownership guidelines.  As of the date of this report, we have not established stock ownership guidelines for our executive officers or the Board of Directors.


Compliance with Sections 162(m) and 409A of the Internal Revenue Code


Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers, unless such compensation qualifies as performance-based compensation. Among other things, in order to be deemed performance-based compensation for Section 162(m) purposes, the compensation must be based on the achievement of pre-established, objective performance criteria and must be pursuant to a plan that has been approved by our shareholders. At least for the next several years, we expect the cash compensation paid to our executive officers to be below the threshold for non-deductibility provided in Section 162(m), and our equity incentive plans will afford our board of directors with the flexibility to make a variety of types of equity awards to our executive officers, the deductibility of which will not be limited under Section 162(m). However, our board of directors will fashion our future equity compensation awards. However, we do not now know whether any such awards will satisfy the requirements for deductibility under Section 162(m).



15



We also currently intend for our executive compensation program to satisfy the requirements of Internal Revenue Code Section 409A, which addresses the tax treatment of certain nonqualified deferred compensation benefits.


Executive Compensation


The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to the Company’s officers during the period August 22, 2015 (inception) through September 30, 2017 and during the year ended September 30, 2018 for services to the Company.


Name

 

Position

 

Year

Ended

&

Period

Ended

 

Salary

Paid ($)

 

Bonus ($)

 

Stock

Awards ($)

 

Option

Awards ($)

 

Non-

Equity

Incentive

Plan

Compensation ($)

 

All

Other

Compensation ($)

 

Total ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lam Chi Kwong Leo

 

CEO

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lee Hiu Lan

 

CFO

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chan Tung Ngai

 

Director

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hu Jiasheng

 

Director

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lam Chi Kwong Leo

 

CEO

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lee Hiu Lan

 

CFO

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chan Tung Ngai

 

Director

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hu Jiasheng

 

Director

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paul

Conforte

 

CEO

 

2017

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paul Conforte

 

CEO

 

2016

 

-

 

-

 

-

 

-

 

-

 

-

 

-


Compensation of Directors


The following table sets forth the information concerning cash and non-cash compensation awarded to, earned by, or paid to the Company’s directors during the period from August 22, 2015 (inception) to September 30, 2017 and during the year ended September 30, 2018 for services to the Company.




16




Name

 

Year

Ended

&

Period

Ended

 

Fees

Earned

or Paid

in Cash ($)

 

Stock

Awards ($)(2)

 

Option

Awards ($)

 

Non-

Equity

Incentive

Plan

Compensation ($)

 

Change in

Pension Value

and Nonqualified

Deferred

Compensation

Earnings ($)

 

All Other

Compensation ($)

 

Total ($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lam Chi Kwong Leo

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lee Hiu Lan

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chan Tung Ngai

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hu Jiasheng

 

2018

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lam Chi Kwong Leo

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lee Hiu Lan

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chan Tung

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hu Jiasheng

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paul Conforte

 

2017

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paul Conforte

 

2016

 

-

 

-

 

-

 

-

 

-

 

-

 

-


Employment Agreements and Benefits


We currently have two employees. Lam Chi Kwong Leo and Lee Hiu Lan. There are no executive employment agreements with between the employees and the Company.


Potential Payments Upon Termination or Change in Control


As of the date of this report, there were no potential payments or benefits payable to our executive officers, upon their termination or in connection with a change in control.


Pension Benefits


No named executive officers received or held pension benefits during the period from August 22, 2015 (inception) to September 30, 2017 or the year ended September 30, 2018.





17




Nonqualified Deferred Compensation


No nonqualified deferred compensation was offered or issued to any named executive officer during the period from August 22, 2015 (inception) to September 30, 2017 or the year ended September 30, 2018.


Grants of Plan-Based Awards


During the period from August 22, 2015 (inception) to September 30, 2017 and the year ended September 30, 2018, we have not granted any plan-based awards to our executive officers.


Outstanding Equity Awards


No unexercised options or warrants were held by any of our named executive officers as of September 30, 2018 and September 30, 2017.  No equity awards were made during the year ended September 30, 2018 and the year ended September 30, 2017.


Option Exercises and Stock Vested


During the period from August 22, 2015 (inception) to September 30, 2017 and the year ended September 30, 2018, our executive officers have neither been granted any options, nor did any unvested stock or options granted to executive officers vest. As of the date of this report, our executive officers do not have any stock options or unvested shares of stock of the Company.


Compensation Committee Interlocks and Insider Participation


During the period from August 22, 2015 (inception) to September 30, 2017 and the year ended September 30, 2018, we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers.


Employment Agreements


We have not entered into any employment agreements with our executive officers. Our decision to enter into an employment agreement, if any, will be made by our compensation committee.


Equity Incentive Plan


We expect to adopt an equity incentive plan. The purposes of the plan are to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our growth and performance. Our executive officers, employees, consultants and non-employee directors will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.





18




Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


The following table sets forth certain information regarding beneficial ownership of our common stock as of December 13, 2018 for:


·

each person or group known to us to beneficially own 5% or more of our common stock;

·

each of our directors and director nominees;

·

each of our named executive officers; and

·

all of our executive officers and directors as a group.


Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.


The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after December 3, 2018, through the exercise of any stock option, warrant or other right. This table has been prepared based on 12,000,000 shares issued and outstanding as of December 3, 2018.


Name and address of beneficial owner

 

Amount and nature of

beneficial ownership

 

Percentage

of Class

 

 

 

 

 

Lam Chi Kwong Leo (2)

 

6,398,000 (1)

 

53.32%

Room 1107, 11/F, Lippo Sun Plaza,

28 Canton Road

 

147,400 (indirect) (2)

 

1.09%

Tsim Sha Tsui, Kowloon, Hong Kong

 

 

 

 

 

 

 

 

 

Lee Hiu Lan

 

147,000

 

1.23%

Room 1107, 11/F, Lippo Sun Plaza,

28 Canton Road

 

 

 

 

Tsim Sha Tsui, Kowloon, Hong Kong

 

 

 

 

 

 

 

 

 

Hu Jiasheng

 

0

 

0.00%

Room 1107, 11/F, Lippo Sun Plaza,

28 Canton Road

 

 

 

 

Tsim Sha Tsui, Kowloon, Hong Kong

 

 

 

 

 

 

 

 

 

Chan Tung Ngai

 

0

 

0.00%

Room 1107, 11/F, Lippo Sun Plaza,

28 Canton Road

 

 

 

 

Tsim Sha Tsui, Kowloon, Hong Kong

 

 

 

 

 

 

 

 

 

All Directors & Officers

 

6,545,000

 

48.52%

as a group (4 persons)

 

147,400 (indirect)

 

1.23%




19




Name and address of beneficial owner

 

Amount and nature of

beneficial ownership

 

Percentage

of Class

 

 

 

 

 

Shih Huang

 

690,000

 

5.75%

13F, No. 11, Xinchun St., Tamsui Dist.,

 

 

 

 

New Taipei City 251, Taiwan

 

 

 

 

 

 

 

 

 

Lotus International Limited

 

800,000

 

6.67%

Portus Chambers, 4th Floor, Ellen Skelton

Building, 3076 Sir Francis Drake Highway,

 

 

 

 

Road Town, Tortola, British Virgin Islands

VG1110

 

 

 

 

 

 

 

 

 

Lin Su Hui

 

1,215,900

 

10.13%

2/F-S, No. 325 Zhongming Road, North District,

 

 

 

 

Taichung City, 404, TW

 

 

 

 

 

 

 

 

 

Sung Chen Tao

 

1,109,100

 

9.24%

No. 22 Lane 972 Section 2, Liming Road,

Xitun District

 

 

 

 

Taichung City, 407, TW

 

 

 

 


(1)

Lam Chi Kwong Leo’s 6,398,000 shares are held by Asia Advisory Limited, an entity beneficially owned and controlled by Mr. Lam Chi Kwong Leo.

(2)

Represents shares owned by Ms. Chow Chung Yan, the spouse of Mr. Lam Chi Kwong Leo.


Item 13. Certain Relationships and Related Transactions, and Director Independence.


Transactions With Related Persons, Promoters And Certain Control Persons


At September 30, 2018, an affiliate, Ando Credit Limited, has paid expenses on behalf of the Company in the amount of $48,958. The loans are unsecured, payable on demand, and carry no interest.

At September 30, 2017, an affiliate, Ando Credit Limited, has paid expenses on behalf of the Company in the amount of $14,150. The loans are unsecured, payable on demand, and carry no interest.


The Company does not own or rent property. The office space is provided by an officer at no charge.


Director Independence


We do not have a standing nominating, compensation or audit committee. Rather, the board of directors performs the functions of these committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and attention to such matters. The Company believes that Lam Chi Kwong Leo is “independent” as such term is defined by the rules of OTC Markets.






20




Annual Report on Form 10-K


Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Ando Holdings Ltd., Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, or by telephone at +852 23519122.


Item 14. Principal Accountant Fees and Services.


The following table sets forth fees billed to us for principal accountant fees and services for year ended September 30, 2018 and the year ended September 30, 2017.


 

 

Year Ended

September 30, 2018

 

 

Year Ended

September 30, 2017

 

 

 

 

 

 

Audit Fees

 

$

14,000

 

 

$

14,000

Audit-Related Fees

 

 

-

 

 

 

-

Tax Fees

 

 

800

 

 

 

800

All Other Fees

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

Total Audit and Audit-Related Fees

 

$

14,800

 

 

$

14,800


Item 15. Exhibits.


(a) Exhibits


The following exhibits are filed with this Report on Form 10-K:


Exhibit No.

 

Description

 

 

 

3.1

 

Articles Of Incorporation, as currently in effect

 

 

 

3.2

 

ByLaws, as currently in effect

 

 

 

31.1

 

302 Certification - Lam Chi Kwong Leo

 

 

 

32.1

 

906 Certification - Lam Chi Kwong Leo and Lee Hiu Lan











21




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 31st day of December 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.


Signature

 

Title

 

Date

 

 

 

 

 

/s/  Lam Chi Kwong Leo

Lam Chi Kwong Leo

 

Chief Executive Officer, President, Chairman and Director

 

December 31, 2018

 

 

 

 

 

/s/  Lee Hiu Lan

Lee Hiu Lan

 

Chief Financial Officer, Treasurer, Secretary and Director

 

December 31, 2018






















22




Ando Holdings Ltd.


Index to Exhibits




Exhibits

 

Description

 

 

 

Exhibit 31.1

 

302 Certification - Lam Chi Kwong Leo

 

 

 

Exhibit 32.1

 

906 Certification - Lam Chi Kwong Leo and Lee Hiu Lan



























23