Registration No __________________.

Registration No 333-_______

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

ANVIA HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware 8299 81-3416105

State or other jurisdiction

incorporation or organization

 Primary Standard Industrial(I.R.S. Employer
incorporation or organizationClassification Code Number) 

(I.R.S. Employer

Identification Number)

 

Level 9, 127 Creek Street1125 E Broadway #770, Glendale, CA 91205

Brisbane QLD 400, Australia

+614 3922 2377(323)-713-3244

(Address, including zip code, and telephone number, including area code

of registrant’s principal executive offices)

 

Ali KasaInc. Plan

Level 9, 127 Creek StreetTrolley Square, Suite 20 C

Brisbane QLD 400, AustraliaWilmington, Delaware 19806

+614 3922 2377800 462-4633

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

with copy to

Lee Cassidy,William B. Barnett, Esq.

Jarvis Lagman, Esq.Barnett & Linn

215 Apolena Avenue23548 Calabasas Road, Suite 106

Newport Beach,Calabasas, California 9266291302

949-673-4510 (tel), 949-673-4525 (fax)818-436-6410

 

Approximate Date of Commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [  ]

 

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

 

Large accelerated filer[  ]Accelerated filedfiler[  ]
 
Non-accelerated filedfiler[  ] (Do not check if a smaller reporting company)Smaller reporting company[X]
Emerging growth company[X]

 

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 to Section 7(a)(2)(B) of the Securities Act. [  ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

 Amount to be Registered(2)  

Proposed Maximum Aggregate Offering Price Per Share(1)

$

  

Proposed Maximum Aggregate Offering Price

$

  

Amount of Registration Fee

$

 

Common stock, par value $0.0001 per share,

Issuable pursuant to Equity Financing Agreement(3)

  3,000,000  $1.50  $4,500,000   560.25 

(1)Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), based on the closing asked price as of the date of the filing of this Registration Statement.
(2)Pursuant to Rule 416(a) under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(3)This amount is comprised of shares to be issued to GHS Investments, LLC pursuant to the terms of an Equity Financing Agreement. In the event of stock splits, stock dividends or similar transactions involving the common stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In the event that the adjustment provisions of the GHS Equity Financing Agreement require the registrant to issue more shares than are being registered in this registration statement, for reasons other than those stated in Rule 416 of the Securities Act, the registrant will file a new registration statement to register those additional shares.

The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with sectionSection 8(a) of the Securities Act of 1933, as amended, or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said sectionSection 8(a), may determine.

CALCULATION OF REGISTRATION FEE

    Proposed  Proposed    
  Amount Maximum  Maximum  Amount of 
Title of Each Class of to be Offering Price  Aggregate  Registration 
Securities to be Registered Registered Per Share  Offering Price  Fee (2) 
Common Stock held by Selling Shareholders 3,796,700 shares $0.10  $379,670 $44.00 
Total 3,796,700 shares $0.10  $379,670 $44.00 

(1)There is no current market for the securities and the price at which the Shares are being offered has been arbitrarily determined by the Company and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
(2)Paid by electronic transfer.

 

 

 

EXPLANATORY NOTE

This registration statement and the prospectus therein covers the registration of 3,796,700 shares of common stock offered by the holders thereof.

   
 

 

The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUSSubject to Completion, Dated ____________________, 2017SUBJECT TO COMPLETION, DATED AUGUST 6, 2018

 

ANVIA HOLDINGS CORPORATION

3,796,700 shares3,000,000 Shares of common stock offered by selling shareholders at $0.10 per shareCommon Stock

This prospectus relates to the offer and saleresale of 3,796,700up to 3,000,000 shares of common stock (the “Shares”) of Anvia Holdings CorporationCorporation. (“Anvia”we” or the “Company”), $.0001 par value $0.0001 per share, byissuable to GHS Investments, LLC (“GHS”) pursuant to that certain Equity Financial Agreement between the holders thereof who are deemedCompany and GHS dated June 5, 2017 (the “GHS Equity Financing Agreement”). The GHS Equity Financing Agreement permits us to be statutory underwriters. The“put” up to $10,000,000 in shares offered by the selling shareholders (the “Shares”) will be offered at a price of $0.10 until the Company’sour common stock is listed onto GHS over a national securities exchange or is quoted on the OTC Bulletin Board (or a successor); after which, the selling shareholders may sell their shares at prevailing market or privately negotiated pries, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through salesperiod of up to one or more dealers for resale.

The maximum number of Shares that can be sold pursuant to the terms of this offering by the selling shareholders is (in aggregate) 3,796,700 Shares. Funds received by the selling shareholders will be immediately available to such selling shareholders for use by them. The Companytwenty-four (24) months. We will not receive any proceeds from the resale of these shares of common stock. However, we will receive proceeds from the sale of securities pursuant to our exercise of the Selling Shareholder Shares. Allput right offered by GHS.

Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholder will offer or sell any of such shares of common stock. The selling stockholder may sell the shares of common stock covered by this prospectus in a number of different ways and at varying prices. For additional information on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Plan of Distribution”.

GHS is an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. We will bear all costs, incurredexpenses and fees in connection with the registration of the Sharescommon stock. The selling stockholder will bear all commissions and the Selling Shareholder Shares are being borne by the Company.discounts, if any, attributable to its sales of our common stock.

 

The offering will terminate twenty-four (24) months fromOur common stock is quoted on the date thatOTCQB tier of the registration statement relating toelectronic over-the-counter marketplace operated by OTC Markets Group, Inc. On August 6, 2018, the Shares is declared effective, unless earlier fully subscribed or terminated by the Company. The Company intends to maintain the current status and accuracy ofreported sales price for our common stock was $1.50 per share.

Investment in our common stock involves risk. See “Risk Factors” contained in this prospectus. You should carefully read this prospectus, and to allow selling shareholders to offer and selltogether with the Shares for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations ofdocuments we incorporate by reference, before you invest in our common stock.

Neither the Securities and Exchange Commission.

Prior to this offering, thereCommission nor any state securities commission has been no public market forapproved or disapproved of these securities or passed upon the Company’s common stock. No assurances can be given that a public market will develop following completionadequacy or the accuracy of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationshipprospectus. Any representation to the assets, operations, book or other established criteria of value of the Company. The Shares will become tradable on the effective date of the registration statement of which this prospectuscontrary is a part.

Neither the Company nor any selling shareholders has any current arrangements nor entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the Shares. If the Company or selling shareholders can locate and enter into any such arrangement(s), the Shares will be sold through such licensed underwriter(s), broker-dealer(s) and/or selling agent(s).

Assumed Price  
To Public  
Per Common Stock Share Offered$0.10 per share  

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.criminal offense.

 

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act.

Date of This Prospectus is: August __, 2018

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 7.

Ali Kasa

Level 9, 127 Creek Street

Brisbane QLD 400, Australia

+614 3922 2377

Prospectus dated __________________, 2017

TABLE OF CONTENTS

 

Prospectus Summary4
The Offering35
Risk Factors45
Special Note Regarding Forward-Looking StatementStatements8
Determination of Offering Price8
Dividend Policy8
Selling Shareholders Sales8
Plan of Distribution9
DescriptionUse of SecuritiesProceeds910
The Business and Business PlanDilution1110
The CompanyMarket For Common Equity and Related Stockholder Matters1711
Management’s Discussion and Analysis of Financial Condition and Results ofOf Operations12
Description of Business19
ManagementDirectors, Executive Officers, and Corporate Governance24
Executive Compensation25
Security Ownership of Certain Beneficial Owners and Management26
Certain Relationships and Related Transactions27
Selling Stockholder27
Selling ShareholdersPlan of Distribution2728
Shares Eligible for Future SalesDescription of Securities To Be Registered29
Legal Matters31
Experts
Disclosure of Commission Position of Indemnification for Securities Act LiabilitiesExperts31
Financial StatementsInterests of Named Experts and Counsel31
Incorporation by Reference3231
Where You Can Find More Information31
Index To Consolidated Financial Statements

PROSPECTUS SUMMARY

PROSPECTUS SUMMARY

This summary highlights someselected information fromcontained elsewhere in this prospectus, and it mayProspectus. This summary does not contain all the information importantthat you should consider before investing in the common stock of Anvia Holdings Corporation , Inc. (referred to herein as the “Company,” “Anvia,” “we,” “our,” and “us”). You should carefully read the entire Prospectus, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements before making an investment decision. A potential investor should read the following summary together with the more detailed information regarding the Company and the common stock being sold in this offering, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus.

 

The CompanyBusiness Background

 

History

Anvia Holdings Corporation,The Company, formerly known as Dove Street Acquisition Corporation, ( “Anvia” or the “Company” ), was incorporated in Delaware on July 22, 2016 and2016. The Company filed a registration statement on Form 10 with the Securities and Exchange Commission on August 9, 2016 and isbecame a public reporting company.

In January 2017, Dove Street Acquisition Corporation changed its name to Anvia Holdings Corporation pursuant toCorporation. On January 10, 2017, the Company effected a change of control with the resignation of the then officers and directors, redemption of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, the appointment of new officers and directors and the issuance of 5,000,000 shares of common stock, pro rata, to the new shareholders of the Company.

 

BusinessThe Company has an authorized capitalization of 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, of which 1,000 shares have been, designated Series A Preferred Stock. The Company has a fiscal year end of December 31. As of the date of this registration statement, there are 19,003,367 shares of common stock of the Company issued and outstanding and 1000 shares of Series A Preferred Stock issued and outstanding.

 

Anvia isThe Company has only recently commenced operations as a development-stage company, formed to provide vocational training and education industry for construction tradesmen in Australia, a region which we believe presents a valuable market opportunity. Of the hundreds of qualifications available in the Australian framework, the Company will specialize in providing 40 different qualifications that provides certifications I, II, III, IV, Diploma and Advanced Diploma in the construction industry. These include training for roofing, plumbing, home renovation, electrical and carpentry. We expect that specialization in these areas will make Anvia stand out as a market leader in this niche. The Company will also offer Continuous Professional Development (CPD) training, which is an annual requirement for tradesman, as well as a Loyalty Program, whereby tradesman and other contractors will be able to purchase competitively priced materials. The Company is also currently developing a fully integrated learning and student management system, The Anvia Mobile App, which will be able to digitally track learning time and offer a personalized training experience that is customized for every student.

Risks and Uncertainties facing the Company

As a development-stage company, the Companyit has nolimited operating history and has experiencedis expected to experience losses since its inception. The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a going concern. That is, the Company needs to create a source of revenue or locate additional financing in order to continue its developmental plans. As a development stage company, management of the Company has limited experience in building and selling projects similar to that planned by the Company and in marketing and distributing such projects on a broad scale.

One of the biggest challenges facing the Company is the ability to raise adequate capital to develop and execute project opportunities in the vocational training industry.

Due to financial constraints, the Company has to date conducted limited operations. If the Company were unable to develop strong and reliable sources of funding for project opportunities, it is unlikely that the Company could develop its operations to return revenue sufficient to further develop its business plan. Moreover, the above assumes that the Company’s efforts are met with customer satisfaction in the marketplace and exhibit steady adoption of its solutions amongst the potential base of customers, neither of which are currently known or guaranteed.

Due to these and other factors, the Company’s need for additional capital, thenear term. The Company’s independent auditors have issued a report raising substantial doubt ofabout the Company’s ability to continue as a going concern.

 

Trading MarketInvestment Agreement with GHS

 

Currently, there is noOn June 5, 2018, we entered into an investment agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant to the terms of the GHS Equity Financing Agreement, GHS committed to purchase up to $10,000,000 of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”) to GHS which states the dollar amount that we intend to sell to GHS on a date specified in the drawdown notice (“Drawdown Amount”). The maximum amount that the Company shall be entitled to drawdown to GHS shall be two hundred percent (200%) of average daily trading volume (U.S. market foronly) of the securitiesCommon Stock during the ten (10) days preceding the Drawdown Notice, so long as such amount does render the Investor a holder of more than 9.99% of the outstanding Shares of the Company. The Company intendspurchase price per share to initially apply for admissionbe paid by GHS shall be calculated as a twenty percent (20%) discount to quotationthe lowest traded price of its securities on the OTC Bulletin Board as soon as possible which may be while this offering is still in process. There can be no assurance that the Company will qualifyCommon Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted. We initially reserved 3,000,000 shares of our common stock for quotationissuance under the GHS Equity Financing Agreement. The GHS Equity Financing Agreement is not transferable and any benefits attached thereto may not be assigned.

In connection with the GHS Equity Financing Agreement, we also entered into a registration rights agreement with GHS, pursuant to which we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering shares of its securities onour common stock underlying the OTC Bulletin Board.GHS Equity Financing Agreement within 30 days after the date of the GHS Equity Financing Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after filing and maintain the effectiveness of such registration statement until termination of the GHS Equity Financing Agreement.

 

The Offering3,000,000 shares to be registered herein represent approximately 15% of the shares then issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. The 3,000,000 shares to be registered herein represent approximately 32% of the shares issued and outstanding held by non-affiliates of the Company.

 

The maximum numberAt an assumed purchase price of Shares that can be sold pursuant$1.20 (equal to 80% of the termsclosing price of this offering is 3,796,700. The offering will terminate twenty-four (24) months from the date of this prospectus unless earlier terminated by the Company.

This prospectus relates to the offer and sale of 3,796,700 shares ofour common stock of Anvia Holdings Corporation offered by the holders thereof who are deemed to be statutory underwriters. The selling shareholders will offer their shares at a price of $0.10 per share until such time as the Shares are quoted$1.50 on the OTC Bulletin Board and only thereafter at prevailing market or privately negotiated prices in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market if a market should develop.

Common stock outstanding before the offering  19,263,367(1)
     
Common stock for sale by selling shareholders  3,796,700 
     
Common stock outstanding after the offering  19,263,367 
     
Offering Price per share $0.10 
     
Proceeds to the Company $0 

(1) Based on number of shares outstanding as of the date of this prospectus.

In the future, following the completion of this offering, the Company will most likely need to raise capital for the projects which it anticipates to develop. The Company anticipates that it may raise such capital by an offering of its shares of common stock. If the Company does effect equity offerings of its securities and if the price paid for shares offered in such an offering is less than paid by the purchasers of Shares, then such purchasers will suffer a dilution in the value of their shares. Furthermore the issuance of such additional shares may impact the ability of any investor to sell their Shares once such shares are eligible for sale. The Company cannot anticipate that itAugust 3, 2018), we will be able to effectreceive up to $3,600,000 in gross proceeds, assuming the sale of the entire 3,000,000 shares being registered hereunder pursuant to the GHS Equity Financing Agreement. Accordingly, we would be required to register approximately 5,300,000 additional shares to obtain the balance of $6,400,000 under the GHS Equity Financing Agreement at an assumed purchase price of $1.20 per share. We are currently authorized to issue 100,000,000 shares of our common stock. We may be required to increase our authorized shares in order to receive the entire purchase price in the even our share price decreases. The Company has agreed not to put an amount of shares which would result in GHS owning more than 9.99% of the then-outstanding shares of our common stock at any one time.

There are substantial risks to investors as a result of the issuance of shares of our common stock under the GHS Equity Financing Agreement. These risks include dilution of stockholders’ percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed.

GHS will periodically purchase our common stock under the GHS Equity Financing Agreement and will, in turn, sell such additional offeringsshares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of its securities and then failurecommon shares to GHS to raise the same amount of itfunds, as our stock price declines.

Because our ability to do so may severely impact its available capitaldraw down any amounts under the GHS Equity Financing Agreement is subject to developa number of conditions, there is no guarantee that we will be able to draw down any transportation systemsportion or further its business plan.all of the proceeds of $10,000,000 under the GHS Equity Financing Agreement. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the GHS Equity Financing Agreement.

 

RISK FACTORSWhere You Can Find Us

 

A purchase of any SharesOur principal office is an investmentlocated at 1125 E Broadway #770, Glendale, CA 91205. Our telephone number is (323)-713-3244.

THE OFFERING

Common stock offered by Selling Stockholder3,000,000 shares of common stock.
Common stock outstanding before the offering19,285,425 shares of common stock as of June 30, 2018
Common stock outstanding after the offering22,285,425 shares of common stock.
Use of proceedsWe will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the sale of securities pursuant to the GHS Equity Financing Agreement. The proceeds received under the GHS Equity Financing Agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest of the Company.

OTC QB Trading Symbol

ANVV
Risk FactorsThe common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

RISK FACTORS

You should carefully consider the Company’s common stock and involves a high degree of risk. Investors should consider carefully the following information about these risks described below together with all of the other information included in this Prospectus before making an investment decision with regard to our securities. The statements contained in the registration statement of whichor incorporated into this prospectus is a part, before the purchase of any Shares.Prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occur, theoccurs, our business, financial condition or results of operations ofcould be harmed. In that case, the Company would likely suffer, the markettrading price of theour common stock would likelycould decline, and investors couldyou may lose all or a portionpart of theiryour investment. The Company has listed the following risk factors which it believes to be those material to an investment decision in this offering.

 

The Company has limited operating history.

 

The Company is a development stage company and has limited operating history. The Company is relying on management to actuate and develop its business plan. The Company has a limited business history and an investor will be required to make an investment decision based largely on the management and the projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the vocational training industry.

 

The Company may not be able to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to fund future operations through additional financing from investors and/or lenders or through the sale of its securities or through development of its operations. Due to these and other factors, there is substantial doubt of the Company’s ability to continue as a going concern.

 

The Company’s independent auditors have issued a report raising a substantial doubt of the Company’s ability to continue as a going concern.

 

In their audited financial report, the Company’s independent auditors have issued added an explanatory paragraph that unless the Company is able to generate sufficient cash flows from operations and/or obtain additional financing, there is a substantial doubt as to its ability to continue as a going concern. The Company anticipates that it would need substantial capital over the next 12 months to continue as a going concern to expand its operations in accordance with its current business plan.

As of DecemberMarch 31, 2016,2018, the Company has accumulated deficit of $7,562.$117,457.

 

As of DecemberMarch 31, 2016,2018, the Company had an accumulated deficit of $7,562$117,457 and incurred a net loss of $7,562 during$34,008 for the period from July 22, 2016 (Inception) to December 31, 2016.three months then ended. This deficit may impact on the Company in various ways including, but not limited to, making it more difficult to borrow money, sell stock or to maintain a good market price.

The offering price of the Shares has been arbitrarily determined and such price should not be used by an investor as an indicator of the fair market value of the Shares.

Currently there is no public market for the Company’s common stock. The offering price for the Shares has been arbitrarily determined and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. Thus an investor should be aware that the offering price does not reflect the fair market price of the Shares.

In order to actuate its business plan and further expand its operations and develop its technology, the Company will need additional capital

The Company will not receive any funds from the sale of the Shares offered herein and will require capital by loans, joint ventures or sale of its securities in order to execute its current business plan, namely to further develop the technology of its platforms for a fully integrated learning and student management system, grow its customer base and execute the proposed Acquisitions. If the Company were unable to locate such financing on terms acceptable to the Company, it is unlikely that the Company could develop its operations to return revenue sufficient to further develop its business plan.

 

No assurance of commercial feasibility.

 

Even if the Company’s plans and projects are successfully initiated, there can be no assurance that such plans and projects will have any commercial success or advantage. Also, there is no assurance that the Company’s initiatives will perform as intended in the marketplace.

 

The Company’s developed software may experience unexpected “bugs” which may delay its release or impede its use.

 

The Company is developing its proprietary software and intends to effect beta and other testing to ensure efficient launch and usability. However, the Company’s software may experience or develop unanticipated “bugs” that would either delay its release or impede its use once released. Such delays or problems could impact the Company’s ability to generate revenue or could negatively affect any contractual relationships with users of the software.

There has been no prior public market for the Company’s common stock and the lack of such a market may make resale of the Shares difficult.

No prior public market has existed for the Company’s securities and the Company cannot assure any purchaser that a market will develop subsequent to this offering. The Company intends to apply for quotation of its common stock on the OTC Bulletin Board when appropriate. However, the Company does not know if it will be successful in such application, how long such application will take, or, if successful, that a market for the common stock will ever develop or continue on that or any other trading market. If for any reason a trading market for the Shares does not develop, investors may have difficulty selling their common stock should they desire to do so.

 

The Company’s election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

 

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

 

The Company’s officers and directors beneficially own a majority of the Company’s common stock and as a result, will be able to exercise control over stockholder and corporate actions.

Mr. Ali Kasa and Mr. Waleed Badurik, the officers and directors of the Company, are the beneficial owners of a majority of the Company’s outstanding common stock. As such, they will be able to control most matters requiring approval by stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares.

The Company’s officers and directors beneficially ownsown Series A Preferred Stock, which will provide them with continuing voting control over the Company and, as a result, they will exercise significant control over stockholder and corporate decisions.actions.

 

Mr. Ali Kasa, the Company’s CEO and Waleed Badurik, our directors and officers, havesole director of the Company is the beneficial owner of approximately 47.341% of the Company’s outstanding common stock. He also has beneficial ownership of the entire class60% of the Company’s outstanding Series A Preferred Stock, which, voting together as a class, has the right to vote approximately 76% of the Company’s voting shares on any and all shareholder matters. As such, Mr. Kasa in the aggregate, currently have the right to vote 51%approximately 76% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendmentsand will be able to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred Stock. However, the Company may,control most matters requiring approval by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.stockholders.

Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever.

 

As a result of the above, Mr. Kasa and Mr. Badurikwill be able to exercise control in determining the outcome of corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares. Any investors who purchase shares will be minority shareholders and as such will have no say in the direction of the Company and the election of Directors. Investors in the Company should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special shareholder meetings, your shares may have no effect on the outcome of corporate decisions or the election of Directors. Furthermore, investors should be aware that Mr. Kasa and Mr. Badurik may choose to elect new Directors to the Board of Directors of the Company and/or take the Company in a new business direction altogether, and, as a result, current shareholders of the Company will have little to no say in such matters.

The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.

 

If the Shares commence trading, theThe trading price of the Company’s common stock may beis below $5.00 per Share. If the price of the common stock is below such level, trading in its common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per Share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.

 

The Board of Directors could use the issuance or designation of preferred stock to impede or discourage an acquisition of the Company that may otherwise be beneficial to some shareholders.

 

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Company’s board of directors is required to make any determination to issue such preferred stock based on its judgment as to the best interests of the stockholders of the Company, the board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The board of directors does not intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise.

 

The Company relies on only key managers whose absence or loss could adversely affect the business.

 

The Company relies on the services of its key executives,executive, Mr. Ali Kasa and Mr. Waleed Badurik.Kasa. The loss of thehis services of such managers could adversely affect the company’s business.

Costs incurred because the Company is a public company may affect the Company’s profitability.

As a public company, the Company incurs significant legal, accounting, and other expenses, and the Company is subject to the rules and regulations of the Securities and Exchange Commission relating to public disclosure that generally involve a substantial expenditure of financial resources. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, requires changes in corporate governance practices of public companies. The Company expects that full compliance with such rules and regulations will significantly increase the Company’s legal and financial compliance costs and make some activities more time-consuming and costly, which may negatively impact the Company’s financial results. To the extent the Company’s earnings suffer as a result of the financial impact of the Company’s SEC reporting or compliance costs, the Company’s ability to develop an active trading market for the Company’s securities could be harmed.

 

The Company has a small financial and accounting organization. Being a public company strains the Company’s resources, diverts management’s attention and affects its ability to attract and retain qualified officers and directors.

 

As a reporting company, the Company is already subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which are potentially prohibitive to the Company as it develops its business plan, products and scope. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company’s business, financial condition and results of operations.

 

FORWARD-LOOKING STATEMENTSThe Company does not possess effective internal control over financial reporting that is adequate for a public company.

 

This prospectus contains, in addition to historical information, certain information, assumptionsBased upon his respective evaluation, the Chief Executive Officer and discussions that may constitute forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. AlthoughChief Financial Officer of the Company believeshas concluded that, as of December 31, 2017, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) 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 our management and directors; and (iii) 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. Management based its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure an investor that the forward-looking statements set outassessment on criteria established in this prospectus will prove to be accurate.

Such “forward-looking statements” can be identifiedInternal Control—Integrated Framework issued by the useCommittee of forward-looking terminologySponsoring Organizations of the Treadway Commission (the COSO 2013 Criteria). Management’s assessment included evaluation of such as “believes”, “expects”, “may”, “should” or “anticipates”, or the negative thereof, or other variations thereon or comparable terminology, or by discussion of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties, which could cause actual results to vary materially from the future results covered in such forward-looking statements.

An investor should not rely on forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. The Company is not under a duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

DETERMINATION OF OFFERING PRICE

There is no public market for the Company’s common stock and the $0.10 price at which the Shares are being offered has been arbitrarily determined by the Company.

The Shares offered by the selling shareholders may be offered and sold, from time to time, by the selling shareholders described in this prospectus under the heading “Selling Shareholders” at an offering price of $0.10 per share until such timeelements as the Shares are quoted on the OTC Bulletin Boarddesign and only thereafter may be offered at prevailing market or privately negotiated prices. The selling shareholders may sell the Shares by any means described in this prospectus under “Planoperating effectiveness of Distribution.”

DIVIDEND POLICYkey financial reporting controls, process documentation, accounting policies, and our overall control environment.

 

The Company does not anticipate that it will declare dividendshas engaged outside accounting and finance advisors to assist the Company in the foreseeable future but rather intends to use any future earnings for the development of its business. The Company’s board of directors may determine at some future date to declare dividends based on results of operations,better implementing internal control over financial condition, contractual restrictions, applicable law and other factors deemed relevant by the Board. Such dividend declaration is not currently contemplated.reporting.

 

SELLING SHAREHOLDER SALESCapital Market Risks

 

This prospectus relatesBecause we will likely issue additional shares of our common stock, investment in our company could be subject to substantial dilution.

At an assumed purchase price of $1.20 (equal to 80% of the closing price of our common stock of $1.50 on August 3, 2018), we will be able to receive up to $3,600,000 in gross proceeds, assuming the sale of 3,796,700 outstandingthe entire 3,000,000 shares being registered hereunder pursuant to the GHS Financial Equity Agreement. Accordingly, we would be required to register 5,300,000 additional shares to obtain the balance of $6,400,000 under the GHS Equity Financing Agreement at an assumed purchase price of $1.20 per share. We are currently authorized to issue 100,000,000 shares of our common stock. We may be required to increase our authorized shares in order to receive the Company’sentire purchase price in the even our share price decreases. The Company has agreed not to put an amount of shares to GHS which would result in GHS owning more than 9.99% of the then-outstanding shares of our common stock at any one time.

In addition, we anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in our company’s common stock could seriously decline in value.

GHS will pay less than the holders of those shares. then-prevailing market price for our common stock.

The selling shareholdersCommon Stock to be issued to GHS pursuant to the GHS Equity Financing Agreement will offer their sharesbe purchased at an offeringa 20% discount to the lowest trading price of $0.10 per share until such time asour Common Stock during the Shares are quotedten (10) consecutive trading days immediately after GHS receives our notice of sale. GHS has a financial incentive to sell our Common Stock immediately upon receiving the shares to realize the profit equal to the difference between the discounted price and the market price. If GHS sells the shares, the price of our Common Stock could decrease. If our stock price decreases, GHS may have a further incentive to sell the shares of our Common Stock that it holds. These sales may have a further impact on the OTC Bulletin Board and offered thereafter at prevailing market or privately negotiated prices including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market if a market should develop.our stock price.

Usual and customary or specifically negotiated brokerage fees or commissions

Your ownership interest may be paiddiluted and the value of our common stock may decline by exercising the selling shareholders in connection with salesput right pursuant to the GHS Equity Financing Agreement.

Pursuant to the GHS Equity Financing Agreement, when we deem it necessary, we may raise capital through the private sale of our Common Stock to GHS at a price equal to a discount to the common stock. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. The distributionlowest volume weighted average price of the common stock byfor the selling shareholdersten (10) consecutive trading days after GHS receives our notice of sale. Because the put price is lower than the prevailing market price of our Common Stock, to the extent that the put right is exercised, your ownership interest may be effected in one or more transactions that may take place through customary brokerage channels, in privately negotiated sales; by a combination of these methods; or by other means. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares.diluted.

 

PLAN OF DISTRIBUTIONWe are registering an aggregate of 3,000,000 shares of common stock to be issued under the GHS Equity Financing Agreement. The sales of such shares could depress the market price of our common stock.

 

General

The selling shareholders may seekWe are registering an underwriter, broker-dealer or selling agent to sell the Shares. Asaggregate of the date3,000,000 shares of this prospectus, no selling shareholder has entered into any arrangements with any underwriter, broker-dealer or selling agent for the sale of the Shares. The Company has no arrangements nor has entered into any agreement with any underwriters, broker-dealer or selling agents for the sale of the Shares.

The Company intends to maintain the currency and accuracy of this prospectus for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.

Selling Shareholders

The selling shareholders will offer their shares at an offering price of $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and offered thereafter at prevailing market or privately negotiated prices including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market prices if a market should develop. The distribution of the Selling Shareholder Shares may be effected in one or more transactions that may take place through customary brokerage channels, in privately-negotiated sales, by a combination of these methods or by other means. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the Shares. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares.

Of the 3,796,700 Shares included inCommon Stock under the registration statement of which this prospectus is a part, 1,000,000pursuant to the GHS Equity Financing Agreement. Notwithstanding GHS’s ownership limitation, the 3,000,000 shares would represent approximately 13.5% of our shares of Common Stock outstanding immediately after our exercise of the put right under the GHS Equity Financing Agreement (based on the number of outstanding shares as of June 30, 2018). The sale of these shares into the public market by GHS could depress the market price of our Common Stock.

We may not have access to the full amount available under the GHS Equity Financing Agreement.

Our ability to draw down funds and sell shares under the GHS Equity Financing Agreement requires that this resale registration statement be declared effective and continue to be effective. This registration statement registers the resale of 3,000,000 shares issuable under the GHS Equity Financing Agreement, and our ability to sell any remaining shares issuable under the GHS Equity Financing Agreement is subject to our ability to prepare and file one or more additional registration statements registering the resale of these shares. These registration statements may be subject to review and comment by the staff of the SEC, and will require the consent of our independent registered public accounting firm. Therefore, the timing of effectiveness of these registration statements cannot be assured. The effectiveness of these registration statements is a condition precedent to our ability to sell all of the shares of Common Stock to GHS under the GHS Equity Financing Agreement. Even if we are successful in causing one or more registration statements registering the resale of some or all of the shares issuable under the GHS Equity Financing Agreement to be declared effective by the SEC in a timely manner, we may not be able to sell the shares unless certain other conditions are met. For example, we might have to increase the number of our authorized shares in order to issue the shares to GHS. Accordingly, because our ability to draw down any amounts under the GHS Equity Financing Agreement is subject to a number of conditions, there is no guarantee that we will be able to draw down any portion or all of the proceeds of $10,000,000 under the GHS Equity Financing Agreement. We believe that it is likely that we will be able to drawn down on the full amount of the Agreement, however, prior to drawing down on the full amount, we may not be able to draw down on the full amount without filing an amendment to our Articles of Incorporation to increase the Company’s authorized shares of common stock. Pursuant to state law, the filing of the amendment to increase the authorized shares of common stock may require board and shareholder approval. As such, we cannot make any guarantee that we will be successful in accessing the full amount under the GHS Equity Financing Agreement.

Certain restrictions on the extent of puts and the delivery of advance notices may have little, if any, effect on the adverse impact of our issuance of shares in connection with the GHS Equity Financing Agreement, and as such, GHS may sell a large number of shares, resulting in substantial dilution to the value of shares held by existing shareholders.

GHS has agreed, subject to certain exceptions listed in the GHS Equity Financing Agreement, to refrain from holding an amount of shares which would result in GHS or its affiliates owning more than 9.99% of the then-outstanding shares of our Common Stock at any one time. These restrictions, however, do not prevent GHS from selling shares of Common Stock received in connection with a put, and then receiving additional shares of Common Stock in connection with a subsequent put. In this way, GHS could sell more than 9.99% of the outstanding Common Stock in a relatively short time frame while never holding more than 9.99% at one time.

Future sales of our equity securities could put downward selling pressure on our securities, and adversely affect the stock price.

There is a risk that this downward pressure may make it impossible for an investor to sell his or her securities at any reasonable price, if at all. Future sales of substantial amounts of our equity securities in the public market, or the perception that such sales could occur, could put downward selling pressure on our securities, and adversely affect the market price of our common stock.

We do not intend to pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company will need to come through an increase in our stock’s price, which may never happen.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Corporate and Other Risks

Limitations on director and officer liability and indemnification of Our Company’s officers and directors by us may discourage stockholders from bringing suit against an officer or director.

Our Company’s certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director.

We are responsible for the indemnification of our officers and directors.

Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.

Certain provisions of our Certificate of Incorporation may make it more difficult for a third party to effect a change-of-control.

Our certificate of incorporation authorizes the Board of Directors to issue up to 20,000,000 shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors without further action by the stockholders. These terms may include preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of such common stock. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of the Board of Directors to issue preferred stock could make it more difficult, delay, discourage, prevent or make it more costly to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:

our ability to obtain additional financing;

the accuracy of our estimates regarding expenses, future revenues and capital requirements;

the success and timing of our preclinical studies and clinical trials;

our ability to obtain and maintain regulatory approval of the product candidates we may develop, and the labeling under any approval we may obtain;

regulatory developments in the United States and other countries;

the performance of third-party manufacturers;

our plans to develop and commercialize our product candidates;

our ability to obtain and maintain intellectual property protection for our product candidates;

the successful development of our sales and marketing capabilities;

the potential markets for our product candidates and our ability to serve those markets;

the rate and degree of market acceptance of any future products;

the success of competing drugs that are or become available; and

the loss of key scientific or management personnel.

The forward-looking statements in this Prospectus are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect current plans and expectations and our future financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our behalf. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented herein.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares by the selling stockholder. However, we will receive proceeds from the sale of securities pursuant to the GHS Equity Financing Agreement. The proceeds received from any “Puts” tendered to GHS under the GHS Equity Financing Agreement will be used for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Board of Directors, in its good faith deem to be in the best interest of the Company.

 

ResalesDILUTION

“Dilution” as used herein represents the difference between the offering price per share of shares offered hereby and the net tangible book value per share of the SecuritiesCompany’s common stock after completion of the offering. Dilution in the offering is primarily due to the losses previously recognized by the Company.

At an assumed purchase price of $1.20 (equal to 80% of the price of our common stock of $1.50 on August 6, 2018), we will be able to receive up to $3,600,000 in gross proceeds, assuming the sale of the entire 3,000,000 shares being registered hereunder pursuant to the GHS Equity Financing Agreement. Accordingly, we would be required to register 3,000,000 additional shares to obtain the balance of $10,000,000 under State Securities Lawsthe GHS Equity Financing Agreement at an assumed purchase price of $1.20 per share.

 

The National Securities Market Improvement Actfollowing information is based upon the Company’s unaudited balance sheet as filed in the Company’s Form 10-Q on May 21, 2018, for the period ended March 31, 2018:

The net tangible book value of 1996 (“NSMIA”) limits the authorityCompany at March 31, 2018 was $42,491 or $0.0022 per share. Net tangible book value represents the amount of statestotal tangible assets less total liabilities. Assuming that 100% of the shares offered hereby were purchased by investors (a fact of which there can be no assurance) as of March 31, 2018, the then outstanding 22,003,367 shares of common stock, which would constitute all of the issued and outstanding equity capital of the Company, would have a net tangible book value $3,592,491 or approximately $0.16 per share.

Assuming a 50% decrease in the number of shares to impose restrictionsbe issued, based upon resalesthe purchase price of securities made$1.20 (equal to 80% of the price of our common stock of $1.50 on August 6, 2018, we will be required to issue an aggregate of 1,500,000 shares of common stock, with net proceeds of $1,750,000 pursuant to Sections 4(1)the GHS Equity Financing Agreement.

Assuming a 75% decrease in the number of shares to be issued, based upon the purchase price of $1.20 (equal to 80% of the price of our common stock of $1.50 on August 6, 2018, we will be required to issue an aggregate of 750,000 shares of common stock, with net proceeds of $850,000 pursuant to the GHS Equity Financing Agreement.

The dilution associated with the offering and 4(3)each of the above scenarios is as follows:

  Offering  50%
Decrease
in Shares
Issued
  75%
Decrease
in Shares
Issued
 
Offering price $1.20  $1.20  $1.20 
Net tangible book value before Offering (per share) $0.0022  $0.0022  $0.0022)
Net tangible book value after Offering (per share) $0.1600  $0.09  $0.05)
Dilution per share to investor $1.04  $1.11  $1.15)
Dilution percentage to investor  13%  8%  4%

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Public Market for Common Stock

On January 5, 2018, our common stock was approved for quotation on the OTC Markets under the symbol “ANVV”. The OTC Markets is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The OTC Markets securities are traded by a community of market makers that enter quotes and trade reports. This market is limited in comparison to the national stock exchanges and any prices quoted may not be a reliable indication of the value of our common stock.

On August 6, 2018, the price of our common stock reported on the OTC Markets was $1.50 per share. The following table sets forth, for each of the quarterly periods indicated, the high and low sales prices of our common stock, as reported on the OTCQB.

Year 2018 High Bid  Low Bid 
       
Quarter Ended March 31, 2018 $1.15  $0.70 
Quarter Ended June 30, 2018  1.50   1.10 
July 1 thru August 3, 2018  1.70   0.51 

As of the date of this Prospectus there were approximately 53 shareholders of record of our common stock based upon the shareholders’ listing provided by our transfer agent.

Dividends

We have never paid cash dividends on our common stock. We intend to keep future earnings, if any, to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Our future payment of dividends will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors that our board of directors may deem relevant. Our retained earnings deficit currently limits our ability to pay dividends.

Securities Authorized under Equity Compensation Plans

We do not have any equity compensation plans.

Shares Available for Future Sale

Approximately 80% of all outstanding shares of our common stock are “restricted securities,” as that term is defined under Rule 144 promulgated under the Securities Act, because they were issued in a private transaction not involving a public offering. Accordingly, none of the outstanding shares of our common stock may be resold, transferred, pledged as collateral or otherwise disposed of unless such transaction is registered under the Securities Act or an exemption from registration is available. In connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration of such transferred shares under the Securities Act.

Rule 144 is not available for the resale of securities initially issued by companies which file reports under Sectionsthat are, or previously were, shell companies, like us, unless the following conditions are met:

the issuer of the securities that was formerly a shell company has ceased to be a shell company;
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

On June 22, 2017, the Company notified the SEC by through the filing of a Form 8-K that is was no longer a “shell” corporation. In view of this, any time after June 22, 2018, and assuming the Company has been current in its required filings pursuant to Section 13 or 15(d) of the Securities Exchange Act. ResalesAct of 1934, and all other requirements set forth above are met, shareholders may utilize Rule 144 for the Shares insale of their shares.

Repurchases of Equity Securities

None

Reports to Stockholders

We are currently subject to the secondary market will be made pursuant to Section 4(1)information and reporting requirements of the Securities Exchange Act (salesof 1934 and will continue to file periodic reports, and other than by an issuer, underwriter or broker).information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements.

 

DESCRIPTION OF SECURITIESTransfer Agent

 

CapitalizationEquity Stock Transfer LLC, located at 237 W 37th St., Suite 602, New York, NY 10018 is the registrar and transfer agent for the Company’s common stock.

 

Recent Sales of Unregistered Securities

None

Repurchases of Equity Securities

None

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Investment Agreement with GHS

On June 5, 2018, we entered into an investment agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant to the Company’s certificateterms of incorporation and amendments thereto,the GHS Equity Financing Agreement, GHS committed to purchase up to $10,000,000 of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”) to GHS which states the dollar amount that we intend to sell to GHS on a date specified in the drawdown notice (“Drawdown Amount”). The maximum amount that the Company shall be entitled to drawdown to GHS shall be two hundred percent (200%) of average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so long as such amount does render the Investor a holder of more than 9.99% of the outstanding Shares of the Company. The purchase price per share to be paid by GHS shall be calculated as a twenty percent (20%) discount to the lowest traded price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted. We initially reserved 3,000,000 shares of our common stock for issuance under the GHS Equity Financing Agreement. The GHS Equity Financing Agreement is authorizednot transferable and any benefits attached thereto may not be assigned.

In connection with the GHS Equity Financing Agreement, we also entered into a registration rights agreement with GHS, pursuant to which we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering shares of our common stock underlying the GHS Equity Financing Agreement within 30 days after the date of the GHS Equity Financing Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after filing and maintain the effectiveness of such registration statement until termination of the GHS Equity Financing Agreement.

We are a development stage enterprise and are incorporated in the State of Delaware on July 22, 2016. As of the periods from inception, through the date of this quarterly report, we generated minimal revenues and incurred expenses and operating losses, as part of our development stage activities. We recorded a net loss of $34,008 for the three months ended March 31, 2018, net cash flows provided by operating activities of $31,770, working capital deficit of $39,806, and an accumulated deficit of $117,457 at March 31, 2018.

We anticipate that we will need substantial working capital over the next 12 months to continue as a going concern and to expand our operations to distribute, sell and market products and solutions. Our independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless we are able to generate sufficient cash flows from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the Company to continue as a going concern. We intend to make an equity offering of our common stock for the acquisition and operation expenses. If we cannot raise the required cash, we will issue additional shares of our common stock in lieu of cash.

Our Current Business

We are an Australia-based startup development-stage company formed to provide vocational training and education industry for construction tradesmen in Australia, a region which we believe presents a valuable market opportunity. We have developed a fully integrated learning and student management system that can digitally track learning time and offer a personalized training experience that is customized for every student. Currently, we believe that the outlook for construction in the Australia exceeds the labor supply pool and that the Australian government will provide financing in this core sector to help meet market demand. This is precisely the market gap that Anvia will address.

The Department of Education of Australia has established a national vocational education and training framework, with associated regulations. The Australia Qualifications Framework (AQF) provides national recognition of vocational education and training qualifications, allowing the award to be used across different Australian states. The AQF requires training organizations to meet certain standards to deliver and assess nationally recognized training, and issue nationally recognized qualifications. We have budgeted all cost associated to qualification certification in the segments that it operates it.

Of the hundreds of qualifications available in the Australian framework, we will specialize in providing 40 different qualifications that provides certifications I, II, III, IV, Diploma and Advanced Diploma in the construction industry. These include training for roofing, plumbing, home renovation, electrical and carpentry. We expect that specialization in these areas will make Anvia stand out as a market leader in this niche.

We believe that Sydney, Australia is a hotbed for vocational training for the construction market. Sydney is in the province of New South Wales which is a hot zone that holds approximately 32% of establishments in the region. In the near future, it is expected that the government reform learning institute’s boundaries, which will allow establishments to operate on a national scope. Furthermore, we expect to have several revenue streams, such as its e-learning and loyalty channels, that will conduct operation on an international scope. We expect to also open satellite offices in Melbourne and Queensland. We will have an administrative office, classroom that can hold up to 40 students on site and various workshops. We will operate 7 days a week, including evenings, to accommodate students that work during normal business hours. We will have developed a fully integrated learning and student management system that can digitally track learning time an offer a personalized training experience custom to every student.

On January 17, 2018, we entered into a stock-for-stock acquisition agreement (the “Acquisition Agreement”) with Anvia (Australia) Pty Ltd, an entity organized under the laws of Australia. We agreed to issue to the sole owner of Anvia (Australia) Pty Ltd 5,000 shares of our common stock, valued at the fair market value of $0.60 per share, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange and restructuring of entities under common control. We issued the 5,000 shares to the sole owner of Anvia (Australia) Pty Ltd. We have caused prior period financial statements to reflect the conveyance of Anvia (Australia) to the Company as if the restructuring had occurred as of the earliest date of the consolidated financial statements. Anvia (Australia) Pty Ltd., was an entity solely owned by Lindita Kasa, spouse of Ali Kasa, CEO and director of our Company prior to the acquisition. As a wholly-owned subsidiary, Anvia (Australia) shall operate Anvia market and Anvia recruiters’ sites and business units in Australia and global markets.

Anvia Market is an ecommerce platform where construction tradesmen can purchase safety wears and tools of their choice. Given the fact that there are 1.5 Million licensed tradesmen and Australian high adoption of online shopping, Anvia market is expected to contribute to revenue growth of our Company.

Anvia Recruiters is placement services specialize in training and placing qualified tradesmen within construction industry in Australia. Recruitment services accounted for 100% of Anvia Holdings Corporation. With the Anvia recruited online platform in place and dedicated employees to manage the platform we forecast that Anvia recruiters will continue to be the key revenue source for our Company in 2018.

On March 22, 2017, we entered into a non-binding preliminary agreement with All Crescent Sdn Bhd (“All Crescent”). Under the terms of the proposed All Crescent acquisition (the “Acquisition”), we agreed to pay a consideration of $200,000 in exchange for obtaining 51% equity stake in All Crescent. At the time of closing of the Acquisition, among other things, All Crescent shall (1) own 100% of the issued and outstanding capital stock of Sage Interactive Sdn Bhd and 100% of the issued and outstanding capital stock of Sage Interactive MSC Sdn Bhd (collectively “Sage Interactive”); and (2) own 5% of the issued and outstanding capital stock of Celex Media Sdn Bhd (“Celex”). Sage Interactive and Celex are Malaysian companies that own the “Learning Management System and Applications” technology and specialize in developing and providing learning management technologies, learning solutions and eContent. Celex operates as digital content aggregator, e-learning platform provider and distributor of e-books, e-magazines and e-textbooks. Upon consummation of the proposed Acquisition, All Crescent shall become a majority-owned subsidiary of the Company. We have completed the due diligence of this Acquisition and are negotiating the final terms. However, no formal agreements have been executed as of the date of this report.

Results of Operations

Our results of operations for the three months period ended March 31, 2018 included the operations of the Company and Anvia (Australia) Pty Ltd. Revenues for the three months period ended March 31, 2018 and 2017 were $17,839 and $0, respectively, earned by providing construction induction training and white card for plumber position, and providing consulting services for development of building inspection process. Cost of revenue for providing construction induction training and consulting services for development of building inspection process to customers for the three months ended March 31, 2018 and 2017 were $4,369 and $0, respectively. Operating expenses for the three months ended March 31, 2018 and 2017 were $45,707 and $24,900, respectively. Operating expenses consisted of consulting and business advisory services of 17,800, travel, meals and lodging expense of $15,560, and other general and administrative expenses of $12,347. Operating expenses for the three months ended March 31, 2017 consisted of $10,300 in professional fees paid to consultants, $8,880 in travel, meals and lodging expense, and approximately $5,720 in other general and administrative expenses.

We recorded a loss of $1,771 and $0 for the three months ended March 31, 2018 and 2017, respectively, due to the foreign currency fluctuations.

As a result of above, we recorded a net loss of $34,008 and $24,900 for the three months ended March 31, 2018 and 2017, respectively

Liquidity and Capital Resources

Cash and cash equivalents were $733 at March 31, 2018 as compared to $468 at December 31, 2017. As shown in the accompanying condensed consolidated financial statements, we recorded a net loss of $34,008 for the three months ended March 31, 2018. Our working capital deficit at March 31, 2018 was $39,806, net cash provided by operating activities for the three months ended March 31, 2018 was $31,770, and accumulated deficit was $117,457. These factors and our ability to raise additional capital to accomplish our objectives, raises doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our current business operations. We anticipate generating only minimal revenues over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to acquire other profitable entities or obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

Curtail our operations significantly, or
Seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to technology platform and correlated services, or
Explore other strategic alternatives including a merger or sale of our Company.

Operating Activities

Net cash provided by operating activities for the three months ended March 31, 2018 was $31,770 which resulted primarily from our net loss of $34,008, amortization of software of $1,500, net decrease in accounts receivable of $76,128, decrease in accounts payable of $13,639, decrease in accounts payable – related parties of $10,500, and net increase in accrued liabilities of $12,289. Net cash used in operating activities for the three months ended March 31, 2017 was $32,857, which primarily resulted from our net loss of $24,900, redemption of common stock in connection with the change of control was $1,950, increase in prepaid deposits of $4,278 and net decrease in accrued liabilities of $1,729.

Investing Activities

Net cash used in Investing activities for the three months ended March 31, 2018 was $52,853 primarily due to the earnest deposits of $52,853 paid by the Company for the pending completion of the acquisition of Global Institute of Vocational Education. There were no investing activities for the three months ended March 31, 2017.

Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2018 was $21,359 primarily due to cash received from related parties as advances. Net cash provided by financing activities for the three months ended March 31, 2017 was $33,866 primarily due to receipt of cash proceeds advanced by the related party of $4,116, cash proceeds from stock subscriptions received in advance were $475, and cash proceeds from sale of common shares were $29,275.

We recorded a decrease in cash of $11 due to the effect of foreign exchange rate changes on cash.

As a result of the above activities, we experienced a net increase in cash of $265 and $1,009 for the three months ended March 31, 2018 and March 31, 2017, respectively. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common shares.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance with U.S. generally accepted accounting principles. In preparing our financial statements, we are required 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 have identified the following accounting policies that we believe require application of management’s most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material.

While our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our Annual Report filed with the SEC on April 17, 2018, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

JOBS Act Accounting Election

We are an “emerginggrowth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. We have irrevocably 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.

Fair Value of Financial Instruments and Fair Value Measurements

ASC 820, “FairValue Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, prepaid deposit for acquisitions, accounts payable, accrued liabilities and payable to related party. Pursuant to ASC 820, “Fair Value Measurements and Disclosures”and ASC 825, “Financial Instruments” , the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Off-Balance Sheet Arrangements

We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC’s Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December 15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company has evaluated the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement-Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

Results of Operations for the Years Ended December 31, 2017 and 2016

Revenues and Cost of Revenues

Revenues for the year ended December 31, 2017 were $99,330 and revenues from July 22, 2016 (inception date) to December 31, 2016 were $0, respectively. We earned revenues by providing construction induction training and white card for plumber, stonemason, pipefitter, welder, plasterer, and landscaper positions, and provided consulting services for development of building inspection process. Cost of revenue for providing construction induction training and consulting services for development of building inspection process to customers for the year ended December 31, 2017 was $29,139, and from July 22, 2016 (inception date) to December 31, 2016 was $0, respectively.

Operating Expenses

Operating expenses for the year ended December 31, 2017 was $136,144, and operating expenses from July 22, 2016 (inception date) to December 31, 2016 was $7,562, respectively. Operating expenses for the year ended December 31, 2017 consisted of general and administrative expenses primarily due to the professional fees paid to consultants for legal and accounting services, filing fees for compliance with the regulatory agencies, travel, meals and lodging expense, stock transfer agent fees, and other expenses incurred for being a public reporting company. Operating expenses from the inception date to December 31, 2016 consisted of professional fees related to legal and audit, and incorporation expenses.

Net loss

We reported a net loss of $65,953 for the year ended December 31, 2017, and an operating loss of $7,562 from July 22, 2016 (inception date) to December 31, 2016, respectively. The loss for the year ended December 31, 2017 was primarily due to the professional fees paid to the consultants, fees paid to the stock transfer agent, travel, meals and lodging, and other general and administrative expenses incurred for being a public reporting company as described above. The loss from July 22, 2016 (inception date) to December 31, 2016 was due to the professional fees paid relating to audit and legal, and incorporation expenses of the Company.

Liquidity and Capital Resources

Cash and cash equivalents were $237 and $0 at December 31, 2017 and 2016, respectively. As shown in the accompanying financial statements, we recorded a net loss of $65,953 for the year ended December 31, 2017. Our working capital at December 31, 2017 was $61,270, and net cash used in operating activities for the year ended December 31, 2017 was $102,855. These factors and our ability to raise additional capital to accomplish our objectives, raises doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our current business operations. We anticipate generating only minimal revenues over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to acquire other profitable entities or obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

Curtail our operations significantly, or
Seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to technology platform and correlated services, or
Explore other strategic alternatives including a merger or sale of our Company.

Operating Activities

Net cash flows used in operating activities for the year ended December 31, 2017 was $102,855 which resulted primarily from our net loss of $65,953, amortization of computer software of $1,500, net increase in accounts receivable of $81,000, increase in due from an officer of $10,904, increase in accounts payable of $13,389, increase in accounts payable to a related party of $10,500, and an increase in accrued liabilities of $29,613.

Investing Activities

Net cash flows used in investing activities for the year ended December 31, 2017 was $62,000 primarily due to the cash paid as earnest deposits for acquisitions of $32,000 of All Crescent and Anvia (Australia) Pty Ltd, and cash paid for purchase of computer software and applications of $30,000.

Financing Activities

Net cash flows provided by financing activities for the year ended December 31, 2017 was $165,092 primarily due to $4,120 in cash proceeds received for working capital from the related parties as advances, $420 received for stock subscriptions, and $160,552 in cash proceeds from the sale of our common stock.

As a result of the above activities, we experienced a net increase in cash of $237 for the year ended December 31, 2017. Our ability to continue as a going concern is still dependent on our success in obtaining additional financing from investors or from sale of our common shares.

18 

DESCRIPTION OF BUSINESS

Background

The Company, formerly known as Dove Street Acquisition Corporation, was incorporated in Delaware on July 22, 2016. The Company filed a registration statement on Form 10 with the Securities and Exchange Commission on August 9, 2016 and became a public reporting company. In January 2017, Dove Street Acquisition Corporation changed its name to Anvia Holdings Corporation. On January 10, 2017, the Company effected a change of control with the resignation of the then officers and directors, redemption of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, the appointment of new officers and directors and the issuance of 5,000,000 shares of common stock, pro rata, to the new shareholders of the Company.

The Company has an authorized capitalization of 100,000,000 shares of common stock par value $0.0001, of which 19,263,367and 20,000,000 shares were outstanding as of the date of the registration statement, of which this prospectus is a part. The Company is also authorized to issue 20,000,000 share of preferred stock, par value $0.0001, of which 1,000 shares arehave been designated as Series A Preferred Stock. The Company has a fiscal year end of December 31. As of the date of thethis registration statement, there are 19,285,425 shares of common stock of the Company issued and outstanding and 1000 shares of Series A Preferred Stock are issued and outstanding and held by Ali Kasa and Mr. Waleed Badurik, the Company’s officers and directors.

Common Stock

The Company is registering 3,796,700 shares of common stock offered for sale to the public by the holders thereof (selling shareholders) at an offering price of $0.10 per share. The selling shareholders will offer the Shares at $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and offered thereafter by the selling shareholders at prevailing market or privately negotiated prices including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market prices if a market should develop.

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. In addition to any vote required by law, the consent of at least a majority of the holders of the then-outstanding shares of common stock is required to (I) redeem, purchase or otherwise acquire any share of common stock, (ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of common stock; or (iii) amend the Articles of Incorporation of the Company if such amendment would change any of the rights, preferences or privileges of the common stock.

Subject to preferences that may be applicable to any outstanding shares of preferred stock if any such preferred stock is designated and issued, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor. In the event of a liquidation, dissolution or winding up, subject to the rights of the shares of preferred stock if so designated and issued, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities including the promissory notes issued by the Company.

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value.

Preferred Stock

Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The voting powers and preferences, the relative rights of each series, and the qualifications, limitations, and restrictions on such preferred stock shall be established by the board of directors, except that no holder of preferred stock shall have preemptive rights.

Series A Preferred Stock

The Series A Preferred Stock provides the holders thereof the right, voting separately as a class, to vote in aggregate 51% of our outstanding voting shares on any and all shareholder matters (the “Majority Voting Rights”).

Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Certificate of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

Other than the Majority Voting Rights, our Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever; provided, however, he Series A Preferred Stock and the rights associated therewith, could act to prevent or delay a change in control.

The 1,000 shares of Series A Preferred Stock are held by Mr. Ali Kasa and Mr. Waleed Badurik, the Company’s officers and directors.

Admission to Quotation on the OTC Bulletin Board

If and when the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board. There is no assurance that the Company will ever meet such qualifications. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing.

Penny Stock Regulation

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

Dividends

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.

THE BUSINESS AND BUSINESS PLAN

Backgroundoutstanding.

 

The Company has only recently commenced operations as a development-stage company, and it has limited operating history and is expected to experience losses in the near term. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern.

 

Business Plan

 

The Company is headquartered in Sydney, AustraliaGlendale, California, and was incorporated in Delaware on July 22, 2016. Anvia is a development-stage company formed to provide vocational training and education industry for construction tradesmen in Australia, a region which we believe presents a valuable market opportunity. TheThrough its Anvia Loyalty and Anvia Learning mobile applications, the Company is currently developinghas developed a fully integrated learning and student management system that can digitally track learning time and offer a personalized training experience that is customized for every student. Currently, we believe that the outlook for construction in the Australia exceeds the labor supply pool and that the Australian government will provide financing in this core sector to help meet market demand. This is precisely the market gap that Anvia will address.

 

The Department of Education of Australia has established a national vocational education and training framework, with associated regulations. The Australia Qualifications Framework (AQF) provides national recognition of vocational education and training qualifications, allowing the award to be used across different Australian states. The AQF requires training organizations to meet certain standards to deliver and assess nationally recognized training, and issue nationally recognized qualifications. The Company has budgeted all cost associated to qualification certification in the segments that it operates it.

Of the hundreds of qualifications available in the Australian framework, the Company will specialize in providing 40 different qualifications that provides certifications I, II, III, IV, Diploma and Advanced Diploma in the construction industry. These include training for roofing, plumbing, home renovation, electrical and carpentry. We expect that specialization in these areas will make Anvia stand out as a market leader in this niche.

 

The Company is located in Sydney, Australia. We believe that SydneyBrisbane, Australia, is a hotbed for vocational training for the construction market. SydneyBrisbane is in the provincecapital of New South WalesQueensland, which is a hot zone that holds 31.9% of establishments in the region. In the near future, it is expected that the government reform learning institute’s boundaries, which will allow establishments to operate on a national scope. Furthermore, the Company expects to have several revenue streams, such as its e-learningrecruitment, ecommerce and loyalty channels, that will conduct operation on an international scope. The Company expects to also open satellite offices in Sydney, Melbourne, Adelaide and Queensland.Perth upon completion of the scope and infrastructure in Brisbane. The Company will havehas an administrative office classroomand is in process of establishing classrooms that can hold up to 40 students on site and various workshops. Anvia will operatecurrently operates 5 days and plans to extend operations to 7 days a week, including evenings, to accommodate students that work during normal business hours. The Company will havehas developed a fully integrated learning and student management system that can digitally track learning time an offer a personalized training experience custom to every student.

 

Projected Milestones

 

The Company has a five-year plan that we expect will propel this venture into lasting success. The details and projected milestones are listed below:

 

 Secure Location, hire and launch (Immediately).The first objective of the Company is to acquire its RTO and 20 qualification licenses. At the same time, the Company will secure its location and build out a training facility. We expect that the Company will be operational in 6 months or less from the time it has obtained funding and opens its regional offices in Melbourne and Queensland.Sydney. We expect that our mobile application will be operational prior to the launch.
   
 Local and Digital Marketing (by Year 1).Upon becoming operational, the Company will initiate its various local and online marketing campaigns. The objective is to build out its onsite student base and wider consumer base using its eLearning and mobile assets described in the business plan.
   
 Alumni Outreach (years 2-5)..Upon successfully graduate of its first year’s cohorts, the Company will maintain an aggressive outreach to alumni to remain active in the Anvia Network. Alumnus are a valuable segment for the Company as they will need to take annual CPD learning and other services described in the business plan.

Products/Services

 

Anvia will offer the following services and products designed for the Vocational Education and Training industry. They are as follows:

 

Anvia’s Mobile Applications:

The Company has also developed and launched its own proprietary “Anvia Loyalty” and “Anvia Learning” mobile applications, which are currently available on the Google Play and IOS store. We expect our applications to be an invaluable asset that will complement the onsite learning experience. We expect that our applications will contain 6 features:

Blended Learning : Using the Company’s Learning Management System (LMS), students will be able to take advantage of a learning system that identifies their weak points and adapts to their needs. The Company’s LMS will offer learning through video, reading and live classes. Students will be able to track their progress and utilize the applications eLearning program to learn on the go.
Work tools : This will be an online platform for construction tradesmen to create custom invoicing, bidding and proposal letters to client prospects. Work tools will be a value resource for small operations to learn how to submit Requests for Procurement (RFPs) to cities and business as well as offer general legal and technical contracts for their trade.
Resource center and digital library : Anvia has integrated its applications with Overdrive Inc., a United States based company (“Overdrive”), the largest digital library and eBooks platform in the world, to connect to existing national public or private libraries to offer a knowledge base of practical tips and self-help guides in their market. Students will also have access to a digital library of any literature of their choosing.
Peer-to-Peer Networking : Anvia will promote peer-to-peer networking for tradesmen to collaborate and assist each other in their career challenges. Inside the app, tradesmen will be able to ask each other questions and provide peer-based solutions.
Shopping: The Loyalty shopping portable will be accessible to via the Company’s mobile application. The portal will track expenditures and offer cash back on all purchases. The Company has recently entered into agreements with several suppliers, such as Stanley Footwear Consortium Sdn Bhd, YKGI Bhd and Asteel Sdn Bhd (“Asteel”), pursuant to which we will distribute these companies’ products through our platforms.

Qualification TrainingTraining::

 

The Company will offer certifications in the areas that it operates in. Consumers will pay a lump sum fee. Anvia will train local students but also offer e-learning courses that students can access internationally. In the future, the Company intends to acquire and establish branches in new territories.

 

LicensingLicensing::

 

Tradesmen are required to obtain White Cards and Proof of Competency Cards on an annual basis to be licensed. The Company will offer the training and testing services for these areas. The Company will provide certificates in more than 40 different qualifications. Details on some of Company’s licensing offerings are listed below.

 

 Certificate I. Certificate I is the lowest tertiary education qualifications available under the Australian Qualifications Framework (AQF). It equips individuals with basic functional knowledge and skills for initial work, further learning and community involvement. Graduates at this level can undertake routine tasks and identify simple problems. Certificate I courses are also offered to secondary school students. This segment’s contribution to industry revenue has remained stable over the past five years.
 
Certificate II. Certificate II is the second-lowest complexity of tertiary education qualifications under the AQF. It prepares individuals for work in a defined area, and for further learning. Graduates at this level will have basic technical and procedural skills to undertake defined tasks and provide solutions to simple problems. Some Certificate II courses are offered at selected secondary schools, but this revenue is not included in the industry. Over the past five years, this segment’s contribution to industry revenue has declined due to greater demand for higher qualifications, as businesses have increasingly required skilled workers.
   
 Certificate III. Certificate III courses account for the largest share of industry revenue, as they are the most popular qualification attained in the Technical and Vocational Education and Training industry. Certificate III courses equip graduates with practical and theoretical knowledge for work and further learning. Certificate III graduates may be able to work autonomously and take on limited responsibility. This segment’s share of industry revenue has increased over the past five years, reflecting the growing trend of workers upskilling.

Continuous Professional Development (CPD)::

 

To stay complaint, tradesmen are required to take annual 12 hours of CPD training. The Company offers CPD instructions that will be another source of residual income.

 

Loyalty ProgramProgram::

 

Many tradesmen in the construction industry become small business contractors that bill for time and materials. These contractors procure materials at their local hardware store. Anvia will develop an e-commerce shopping portal for competitively priced materials based on volume purchase commitments. Contractors can purchase their materials within the Anvia shopping portal and received up to 10% cashback.cash back. This will be a source of income for contractors that they would otherwise not be privy too. Anvia will also receive a commission for all purchases made on the shopping portal.

The Anvia Mobile Application:

The Company is also developing the Anvia Mobile Application,has recently entered into agreements with several suppliers, such as Stanley Footwear Consortium Sdn Bhd, YKGI Bhd and Asteel, pursuant to which we expect will be an invaluable asset that will complement the onsite learning experience. Upon launch, the app will contain 6 features:distribute these companies’ products through our platforms.

 

Blended Learning:Using the Company’s Learning Management System (LMS), students will be able to take advantage of a learning system that identifies their weak points and adapts to their needs. The Company’s LMS will offer learning through video, reading and live classes. Students will be able to track their progress and utilize the applications eLearning program to learn on the go.
Work tools: This will be an online platform for construction tradesmen to create custom invoicing, bidding and proposal letters to client prospects. Work tools will be a value resource for small operations to learn how to submit Requests for Procurement (RFPs) to cities and business as well as offer general legal and technical contracts for their trade.
Resource center and digital library: Anvia has partnered with Unity Systems to offer a knowledge base of practical tips and self-help guides in their market. Student will also have access to a digital library of any literature of their choosing.
Peer-to-Peer Networking:Anvia will promote peer-to-peer networking for tradesmen to collaborate and assist each other in their career challenges. Inside the app, tradesmen will be able to ask each other questions and provide peer based solutions.
Shopping:The Loyalty shopping portable will be accessible to via the Company’s mobile application. The portal will track expenditures and offer cashback on all purchases.

Future Business Applications

 

Anvia envisions developing an integrated ecosystem for tradesmen in the construction industry. While the business plan does not call for these channels, in the future Anvia will explore diverse business applications:

 

��On Demand Services: The Company will develop a vast network of students, recent graduates and alumni. In the future, it will be poised to offer an on-demand service for home improvement and general home advisory help. They are several successful existing services like this in the marketplace. The Company may explore a licensing or other partnership opportunity
   
 Domestic Acquisitions:They are currently no large players in the vocational training industry. As Anvia develops its brand in its regional market, the Company will grow its presence geographically via acquisitions.
   
 International certifications:Many developing economies in the ASEAN and other nearby countries use Australia’s certification framework system. Australia also has a tremendous work visa program.

 

Strategic Partners and Suppliers

On May 7, 2017, the Company entered an agreement with Egnitus Holding Pty Ltd (“Egnitus”) to design and develop its web-based technology and Android and IOS applications.

On May 18, 2017, the Company launched “Anvia Loyalty” mobile application. The application is available for download from the Google Play and IOS stores.

On May 22, 2017, the Company was appointed by Stanley Footwear Consortium Sdn Bhd (“Stanley”) to distribute safety boots, footwear and protective tools used by tradesmen in construction environment. The Company plans to offer these products through its platforms.

On May 23, 2017, the Company entered in an agreement with Eurojet Australia Pty Ltd (“Eurojet”) to provide placement services, training and white card services.

On May 30, 2017, the Company was appointed by YKGI Bhd (“YKGI”) to distribute its steel roofing products. The Company plans to offer these products through its platforms.

On June 5, 2017, Anvia was appointed by Asteel to distribute its steel roofing products and building materials. The Company plans to offer these products through its platforms.

On June 13, 2017 Anvia completed Learning Management System and launched its Android version of “Anvia Learning” now available for download from Google Play store.

On June 15, 2017 Anvia signed up an affiliate program from Fiverr International Ltd (“Fiverr”) to promote Fiverr services to its members including recruiters’ platform, ecommerce and other platform launched.

Marketing

 

The Company recognizes that maintaining a sterling, well-regarded brand is essential to propagating a strong standing in the vocational learning industry. Moving forward, Anvia will strive to meet the following objectives:

 

Objectives

 

To be a trusted institute in the vocational learning industry
To command a recognized brand for those that aspire to be tradesmen in the construction industry
To build brand loyalty amongst graduates who will return for CPD training and other Anvia resources
To offer a progressive e-learning platform that all construction tradesmen will depend on
To offer a wealth of resources in the niche that it operates in
To operate the most seamless and technological advanced learning platform in the industry

 

Marketing will be mainly implemented through building partnerships, social media, direct sales, online marketing and word of mouth.

 

Networking

 

Networking with compatible companies to build referral relationships
Attending relevant tradeshows.
Seeking out referrals from current customer base

 

Direct Sales

 

Utilize a permanent sales people to call on potential prospects
Offer direct mail postcards
Sponsor compatible tradesman organizations, resources and programs
Develop newsworthy content for PR campaigns

 

Social Media and Online Marketing

 

Maintain a presence on strong presence social networking sites such as LinkedinLinkedIn and Facebook.
Develop a strong, reputable website that is optimized for Google Search
Initiate online marketing campaigns for on mobile
Offer viral mobile referral programs to get tradesmen to download the Anvia application

 

The Market: Vocational Training and Education in Australia

 

Construction is the third largest employing industry in Australia, employing 1,055,200 workers, or 9.1 per cent of total employment, as of February 2015. Over the past decade, Construction has experienced strong employment growth, with employment in the industry increasing by 221,400 (or 26.6 per cent) over the 10 years to February 2015, making it the third largest growth industry in Australia over this period. This represents a growth rate of 2.4 per cent per annum, compared with 1.8 per cent per annum recorded across all industries. This strong growth has been driven by the housing and commercial needs of an expanding population, as well as ongoing investment in public and private infrastructure.

Construction industry employment is projected to grow by 137,900 (or 13.0 per cent) over the five years to November 2019, well above the growth rate of 10% projected for employment as a whole. Looking ahead, employment growth in the industry is expected to be supported by historically low interest rates, the recent strength in building approvals, and the housing needs of Australia’s steadily growing population. Employment growth over the five years to November 2019 is projected to be largest in the Building Installation Services sector (up by 50,400 or 20.7 per cent), followed by Building Completion Services (24,800 or 13.0 per cent), Other Construction Services (15,800 or 13.9 per cent) and Building Structure Services (12,600 or 16.3 per cent). Only the Heavy and Civil Engineering Construction sector is projected to record a decline over the five years to November 2019 (down by 6,500 or 8.3 per cent), with conditions in this sector expected to be constrained by weakening conditions in Mining.

 

The number of students accessing financing from the Australian government rose from about from 55,000 in 2012 to more than 272,000 in 2015. Vocational loans increased from $26.0 million in 2012 to more than $2.9 billion in 2015. According to the licensedtrades.com.au there are over 1.4M trade professionals across 47 licensing bodies in Australia. As part of the National Partnership Agreement on Skills Reform, the Australian Federal Government has allocated its states and territories $1.8 billion over the five years through 2016-17, on top of $7.0 billion in base funding. This funding was offered on the condition that these governments meet several targets, such as reducing upfront costs for students and increasing private investment through loans for diplomas. The number of students accessing VET FEE-HELP rose from about from 55,000 in 2012 to more than 272,000 in 2015. VET FEE-HELP loans increased from $26.0 million in 2012 to more than $2.9 billion in 2015.

 

The Australian Vocational and training revenue is expected to grow by an annualized 1.3% over the five years through 2016-17, to $8.8 billion. The industry is forecast to grow at an annualized 0.5% over the next five years, to reach $9.1 billion.

 

The industry has moderate barriers to entry and this has remained steady over the past five years, despite fluctuations. In 2012, government policy made the industry more market-based. However, recent Australian Federal Government initiatives have limited the amount of funding available to industry players and placed strict requirements on new entrants. Although industry concentration is low, operators still need to establish a strong reputation to attract students. Developing a good reputation can take time, and this can deter new entrants. Capital intensity in the industry is low, but significant investment is required initially to secure land, buildings and classroom equipment.

The Company’s target market will be construction tradesmen and future construction tradesmen that need qualifications for roofing, plumbing, home renovation, electrical and carpentry. The share of Construction industry workers who have a level of educational attainment above Year 12 or equivalent is the same as the share recorded across all industries (59.7 per cent). The critical role of trade skills in the Construction industry, however, is reflected in the 45.3 per cent share of Construction industry workers who have completed a Certificate III/IV qualification, which is significantly higher than the corresponding share across all industries (20.6 per cent). By contrast, the Construction industry’s share of workers who have attained a BachelorBachelor’s Degree or higher (7.8 per cent) is significantly lower than the corresponding share across all industries (28.5 per cent).

 

Competition

 

The Vocational Education and Training industry has a low level of market share concentration with no player owning more than 5% market share. The biggest players in the industry are public education programs and private operators, such as the Australian Careers Network Ltd and Navitas Limited. Despite a limited competitive landscape, the Company expects to command advantages over existing operators as Anvia will specialize in an underserved market niche and expects to offer a superior technological learning platform.

 

In Australia, technical and further education or “TAFE” system is largely state-based, which means that each state has developed individual vocational education and training systems. The Australian Federal Government is encouraging reform to develop a competitive and responsive national system. While the states coordinate their own TAFE systems and are a dominant influence in the industry, they are not major players. The following section outlines the two largest TAFE systems and the institutions.

Australian Governmental TAFE programs

 

In Australia, technical and further education or TAFE system is largely state-based, which means that each state has developed individual vocational education and training systems. The Federal Government is encouraging reform to develop a competitive and responsive national system. While the states coordinate their own TAFE systems and are a dominant influence in the industry, they are not major players.

 

In New South Wales, TAFE institutes are under the control of TAFE NSW. TAFE NSW incorporates 10 institutes, which are classified in this report as 10 separate enterprises, which operate 130 campuses throughout the state. The three biggest institutes are the Western Sydney Institute, Sydney Institute and South WesternSouth-Western Sydney Institute. TAFE NSW enrolls more than 550,000 students. TAFE NSW increased its tuition fees by an average of 9.5% in 2013 and by a further 5.7% in 2014, in response to funding cuts from the NSW Government. Combined, TAFE NSW generated $1.9 billion in revenue in 2014-15, with 71.0%

 

The Victorian style of management is more decentralized than its counterparts in other states, with no umbrella organization. The state’s VET sector consists of 18 public TAFE institutions and more than 1,300 private providers. In Victoria, four universities also offer TAFE-level courses: RMIT University, Victoria University of Technology and Swinburne University in Melbourne, and Federation University in Ballarat, VIC.

 

Navitas Limited

 

Navitas is an ASX-listed company with numerous subsidiaries operating across the Education and Training division. The company operates three divisions: the professional and English programs division, university programs division and SAE. The company has expanded rapidly overseas over the past five years, providing courses in the United Kingdom, Canada, the United States, Asia, the Middle East and Europe. In 2014-15, the company generated 64.0% of its revenue in Australia Inin 2014-15, these divisions generated revenue of $185.5 million and $224.0 million, respectively.

 

Australian Careers Network Ltd

 

Australian Careers Network Ltd (ACN) is a publicly listed company that entered the Technical and Vocational Education and Training industry by acquiring Phoenix Institute of Australia Pty Ltd in January 2015. ACN has grown rapidly since listing on the ASX through acquisitions, access to the VET FEE-HELP funding model and expanding its student base. The company generated revenue of $85.2 million in 2014-15, up 377.5% on the previous year. During the same year, it posted a profit margin of 29.7%. As at June 2015, the company had 10 RTOs in more than 40 locations across Victoria, Queensland and New South Wales.

 

Current contractsProposed Acquisitions

 

On March 22, 2017, Anvia and All Crescent Sdn Bhd (“All Crescent”) entered into a non-binding preliminary agreement (the “All Crescent Acquisition”). Under the terms of the proposed All Crescent Acquisition, the Company shall pay $200,000 U.S. Dollars in exchange for a 51% equity stake in All Crescent. At the time of closing of the All Crescent Acquisition, among other things, All Crescent shall (1)(a) own 100% of the issued and outstanding capital stock of Sage Interactive Sdn Bhd and 100% of the issued and outstanding capital stock of Sage Interactive MSC Sdn Bhd (collectively “Sage Interactive”); and (2)(b) own 5% of the issued and outstanding capital stock of Celex Media Sdn Bhd (“Celex”). Sage Interactive are MalasianMalaysian companies that own the “Learning Management System and Applications” technology and specialize in developing and providing learning management technologies, learning solutions and eContent. Celex is a Malaysian company that operates as digital content aggregator, e-learning platform provider and distributor of e-books, e-magazines and e-textbooks. Upon consummation of the proposed All Crescent Acquisition, All Crescent shall become a majority-owned subsidiary of the Company.

 

16 

THE COMPANYTo date, the parties to the All Crescent Acquisition have completed due diligence and negotiating the terms of purchase. There is no guarantee that the parties will be able to agree on terms, that the results of due diligence will be favorable, that the pre-conditions of the All Crescent Acquisition are satisfied or that the All Crescent Acquisition will ever be consummated. To date, the Company has paid a deposit of $20,000 in connection with the All Crescent Acquisition, which was paid from proceeds received from sales of the Company’s common stock. The Company plans to finance this acquisition through revenues generated from operations and sales of its capital stock; provided, the Company’s Chief Executive Officer has expressed a willingness and plan to provide financing in the event that the Company is unable to generate enough revenue to independently finance this acquisition. Notwithstanding the foregoing, there is no guarantee that the Company will be able to generate enough funds to finance the acquisition.

 

Background

The Company, formerly known as Dove Street AcquisitionOn January 17, 2018, the Company’s affiliate Kasa Corporation was incorporated in Delaware on July 22, 2016. The Company filed a registration statement on Form 10 with the Securities and Exchange Commission on August 9, 2016 and became a public reporting company. In January 2017, Dove Street Acquisition Corporation(Australia) Pty Ltd changed its name to Anvia (Australia) Pty Ltd. On or about January 17, 2018, the Company acquired Anvia (Australia) Pty Ltd for all of its issued and outstanding shares on the date of its acquisition. The Company acquired Anvia (Australia) Pty Ltd from Nikolin Kasa, who is a brother of Ali Kasa, President and Chief Executive Officer of Anvia Holdings Corporation. On January 10, 2017,The acquisition was made in consideration of the Company effected a change of control with the resignation of the then officers and directors, redemption of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, the appointment of new officers and directors and the issuance of 5,000,000issuing 5,000 shares of common stock pro rata, to the new shareholdersvalued at its fair market value of $0.60 per share. Upon completion of the Company.

The Company has an authorized capitalization of 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, of which 1000 shares have been designated Series A Preferred Stock. The Company hasacquisition, Anvia (Australia) Pty Ltd became a fiscal year end of December 31. As of the date of this registration statement, there are 19,263,367 shares of common stock of the Company issued and outstanding and 1000 shares of Series A Preferred Stock issued and outstanding.

Proposed Acquisition

On March 22, 2017, Anvia and All Crescent Sdn Bhd (“All Crescent”) entered into a non-binding preliminary agreement (the “All Crescent Acquisition”). Under the terms of the proposed All Crescent Acquisition, the Company shall pay $200,000 U.S. Dollars in exchange for a 51% equity stake in All Crescent. At the time of closing of the All Crescent Acquisition, among other things, All Crescent shall (1) own 100% of the issued and outstanding capital stock of Sage Interactive Sdn Bhd and 100% of the issued and outstanding capital stock of Sage Interactive MSC Sdn Bhd (collectively “Sage Interactive”); and (2) own 5% of the issued and outstanding capital stock of Celex Media Sdn Bhd (“Celex”). Sage Interactive are Malasian companies that own the “Learning Management System and Applications” technology and specialize in developing and providing learning management technologies, learning solutions and eContent. Celex is a Malaysian company that operates as digital content aggregator, e-learning platform provider and distributor of e-books, e-magazines and e-textbooks. Upon consummation of the proposed All Crescent Acquisition, All Crescent shall become a majority-ownedwholly-owned subsidiary of the Company. Anvia (Australia) Pty Ltd, and shall operate Anvia market and Anvia recruiters’ sites and business units in Australia and global markets.

 

Employees

 

The Company has twoone executive officersofficer and 1 employee.

 

Subsidiaries

 

TheAs of June 30, 2018 the Company has no subsidiaries; provided, however, upon consummation of the proposed All Crescent Acquisition, All Crescent Sdn Bhd shall become a majority ownedhad one wholly-owned subsidiary, of the Company.

Property

The Company has its headquarters at Level 9, 127 Creek Street, Brisbane QLD 400, Australia. It does not have a lease agreement for these premises and does not pay rent.Anvia (Australia) Pty Ltd.

 

Legal Proceedings

 

There areis no pending, threatened or actual legal proceedingsproceeding in which the Company is a party.

 

Emerging Growth Company

 

Anvia Holdings Corporation qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act which became law in April 2012. The definition of an “emerging growth company” is a company with an initial public offering of common equity securities which occurred after December 8, 2011 and has less than $1 billion of total annual gross revenues during last completed fiscal year. The disclosure regarding the company and The Jumpstart Our Business Startups Act is incorporated herein by reference from the Form 10-12G filed on August 9, 2016.

 

17 

Jumpstart Our Business Startups ActDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

In April, 2012,All directors of our company hold office until the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things: Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies; Amendments to certain provisionsnext annual meeting of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934; Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings; Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a non-reporting company offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and such sales are exempt from state law registration, documentation or offering requirements. In general, under the JOBS Act a company is an emerging growth company if its initial public offering (“IPO”) of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of

(i) the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,

(ii) the completion of the fiscal year of the fifth anniversary of the company’s IPO;

(iii) the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or

(iv) the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934.

The Company meets the definition of an emerging growth company will be affected by some of the changes provided in the JOBS Act and certain of the new exemptions. The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

(i) audited financial statements required for only two fiscal years;

(ii) selected financial data required for only the fiscal years that were audited;

(iii) executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company.

Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company’s independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting.

Section 102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act § 14A(e) for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a road show.

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

Legal Proceedings

There are no pending, threatened or actual legal proceedings in which the Company is a party.

Agreement with Tiber Creek Corporation

The Company entered into an agreement with Tiber Creek Corporation (“Tiber Creek”) whereby Tiber Creek would provide assistance in effecting transactions for the Company to become a public company, including the preparation and filing a registration statement with the Securities and Exchange Commission, advise and provide assistance on listing its securities on a trading exchange, assistance in establishing and maintaining relationships with market makers and broker-dealers and assistance in other transactions, marketing and corporate structure activities available at that time.

Reports to Security Holders

In August 2016, the Company (as Dove Street Acquisition Corporation) filed a Form 10-12G general registration of securities pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant such Act and files with the Securities and Exchange Commission quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same.

The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001681282.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is a development stage company and was incorporated in the State of Delaware in July 2016. As of the periods from inception, through the date of this prospectus, the Company did not generate any revenue and incurred minimal expenses and operating losses, as part of its development stage activities. At December 31, 2016, the Company experienced a net loss of $7,562, an accumulated deficit of $7,562 and total liabilities of $5,250.

The Company anticipates that it would need a minimum of approximately $5,000,000 over the next 12 months to continue as a going concern and bring the company’s products to market within that time frame. Specifically, in order for the Company to fully implement it plans it expects that it will need: (1) $925,000 for start-up expenses, including expenses for RTO licenses, qualification licenses, office expenses, technology development, workshop tools and office deposits; (2) $400,000 for long-term expenses, including expenses for furniture & equipment, computer & accessories, build out and to set up regional offices in Melbourne and Queensland; and (3) $3,675,000 for working capital costs. The Company’s executive officers and several of its current shareholders have expressed a willingness and plan to continue to fund the Company’s operations during the next 12 monthsstockholders or until the Company can generate an ongoing sourcetheir successors have been elected and qualified. The officers of capital sufficient to independently continue its operations, however, the Company cannot guarantee that it will receive the minimum needed to fund its operationsour company are appointed by our board of directors and development for the 2017 fiscal year.hold office until their death, resignation or removal from office. Our directors and executive officer is as follows:

 

The following discussion highlights Company’s results of operationstable sets forth the names and the principal factors that have affected its financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understandingages of the statements of financial conditioncurrent directors and results of operations presented herein. The following discussion and analysis are based on the Company’s financial statements contained in this registration statement, which have been prepared in accordance with United States generally accepted accounting principles. This discussion and analysis together with such financial statements and the related notes thereto.

Basis of Presentation

The financial statements for the period from July 22, 2016 (inception) to December 31, 2016, include a summary of significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.

Overview of the Results of Operations for the Period from Inception on July 22, 2016 through December 31, 2016.

The following does not compare results because the Company was incorporated on July 22, 2016. Instead the discussion concentrates on activities during the period from inception on July 22, 2016 through December 31, 2016.

Overview for the period from July 22, 2016 (inception) through December 31, 2016.

Revenues.Through December 31, 2016, the Company generated no revenues. The Company has been in the process of configuring its operations, developing its service plans and its intellectual property and identifying targets for acquisition and expects to generate revenues as it continues to expand its operations.

Research and development. The Company expects that its research and development activities will increase in future periods as revenues provide the funding needed to assist the development work needed to bring products to market.

Salaries and Wages. The Company is not currently paying its executive management, as the Company grows, it expects that both of its executive officers will receive salaries from the Company. Therefore the Company expects salaries and wages to increase in future periods.

Operating Expenses. Operating expenses were approximately $7,562 for the period from July 22, 2016 (inception) through December 31, 2016. The Company expects these costs to increase in future periods as it continues to expand its operations.

Professional Fees. Professional fees were minor for the period from July 22, 2016 (inception) through December 31, 2016. However, the Company expects professional fee costs to increase as the Company is a public reporting company with the Securities and Exchange Commission, which requires that it maintain relationships with both PCAOB registered audit firms and securities counsel to perform and assist with the SEC reporting requirements. In addition, the Company may also attempt to purchase other entities or assets and operations of other entities if the advantageous situation presents itself. This could require the Company to incur substantial professional fees.

Critical Accounting Policies

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company has not earned any revenue from operations since inception. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in ASC 915, “Development Stage Entities.” Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The Company chose December 31 as its fiscal year end.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2016.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2016.

INCOME TAXES

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2016, there are no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of adopting ASU 2016-18, which will only impact the Company if it has restricted cash in the future.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of ASU 2016-15 on its condensed financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is currently evaluating the impact of this accounting standard.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Financial Condition, Liquidity and Capital Resources

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed herein and in the notes to the Anvia Holdings Corporation financial statements, the Company has incurred operating losses, and at December 31, 2016, had a working capital deficit of approximately $5,250. These factors raise substantial doubt about the ability of the Company, to continue asthe principal offices and positions with the Company held by each person and the date such person became a going concern.

director or executive officer of the Company. The Company’s ability to continue as a going concern is dependent upon our generating operating cash flow and raising capital sufficient to fund operations. We have discussed our strategy and plans relating to these matters elsewhere in this Registration Statement although the financial statements included herein do not include any adjustments that might result from the outcome of these uncertainties. The Company’s business strategy may not be successful in addressing these issues, however, and if it cannot continue as a going concern, its stockholders may lose their entire investment.

The Company’s independent auditors have expressed substantial doubt as to the abilityexecutive officers of the Company to continue as a going concern. Unlessare elected annually by the Company is able to generate sufficient cash flow from operations and/Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or obtain additional financing, there is a substantial doubt as tountil their death, resignation or removal by the abilityBoard of Directors. There are no family relationships among any of the company to continue as a going concern.

As of December 31, 2016, the Company had cash on hand of $0,officers and a working capital deficit of $5,250. In order to be able to achieve its strategic goals, the Company needs to further expand its business and financing activities. The Company’s aim to accomplish these goals by further developing its technology platform and correlated services. Expanding our operations and completing the development of our technology platform will require future capital and liquidity expansion. Since inception in July 2016, the Company’s shareholders have contributed a significant amount of capital making it possible for it to develop our technology platform, services and activities. To continue to develop its product offerings and to expand services, a significant capital increase has been and will continue to be required. The Company believes it needs to raise additional capital from current shareholders and new investors.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of December 31, 2016 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.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

MANAGEMENT

The following tables set forth information regarding the Company’s board of directors and its executive officers.

Officers and Directors of Anvia Holdings Corporation (the “Company”)directors.

 

Name Age Position
Ali Kasa 3941 President, Secretary, Chief Financial Officer, Director
Waleed BadurikDhurata Toli 3542 Chief Technology

Principal Accounting Officer Directorand Secretary

Directors

 

The Company is authorized to have at least one director but no more than five. Each of the Company’s directorsdirector’s serves for a term of one year or until a successor is elected and qualified.

Ali Kasa

Ali Kasa serves as President, Secretary, Chief Financial Officer and sole director of the Company. Prior to assuming control over Anvia, Mr. Kasa was the CEO of Egnitus Holdings Pty Ltd providing business growth solutions to businesses with offices in Australia, Malaysia, Saudi Arabia, the UK and Albania. Mr. Kasa has years of practical experience in starting, managing and exiting businesses and has sold over 26 new ventures. Mr. Kasa served as a consultant to several large international corporations in the areas of workforce planning, business modeling and strategic planning. In 2001, Mr. Kasa received an honorary LLB from International Islamic University Malaya and in 2004, Mr. Kasa received a Master in Comparative Laws from International Islamic University Malaya. In 2013, Mr. Kasa received his MBA degree from Asiac University.

DhurataToli

Ms. Toli has extensive experience in both government and private sector for over 17 years in financial analyses, accounting, financial controls, reporting and taxation, financial and market risk profiling. Ms. Toli started her career with NOA as SME Team Leader and SME Senior Risk Analyst after which she joint BKT Bank as Branch Manager. She worked with the Municipality of Tirana as Director of Operations for 4 years and also with Abkons Company for project of Trans Adriatic Pipeline as Financial Consultant.

As Financial Controller and Secretary of Anvia, Ms. Toli oversees all aspects of the Company’s accounting functions including planning, executing, controlling and reporting all financial matters. Ms. Toli earned her Master’s of Science degree in banking from University of New York Tirana in collaboration with the Institute Universitaire Kurt Bosch in Switzerland, and Master’s degree in Finance and Accounting from Tirana University.

24 

Term of Office

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

 

Director Independence

 

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. Based on this definition, the Company has two independent directors. The Company’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly.

 

Involvement in Certain Legal Proceedings

None of our directors or executive officers has, during the past ten years:

●        Been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

●        Had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

●        Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

●        Been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

●        Been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●        Been the subject of, 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.

Committees and Terms

 

The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

 

Ali KasaCode of Ethics

 

Ali Kasa serves as President, Secretary, Chief Financial OfficerTo date, we have not adopted a Code of Ethics applicable to our principal executive officer and sole directorprincipal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company. Prior to assuming control over Anvia, Mr. Kasa wasCompany will adopt a code of ethics if and when the CEO of Egnitus Holdings Pty Ltd providingCompany successfully completes a business growth solutions to businesses with offices in Australia, Malaysia, Saudi Arabia, the UK and Albania. Mr. Kasa has years of practical experience in starting, managing and exiting businesses and has sold over 26 new ventures. Mr. Kasa served as a consultant to several large international corporationscombination that results in the areasacquisition of workforce planning,an on-going business modeling and strategic planning. In 2001, Mr. Kasa received an honorary LLB from International Islamic University Malaya and in 2004, Mr. Kasa received a Master in Comparative Laws from International Islamic University Malaya. In 2013, Mr. Kasa received his MBA degree from Asiac University.thereby commences operations.

 

Waleed Badurik

Waleed Badurik obtained bachelor degree in Computer Engineering from University of Science and Technology KSA and he pursued and obtained Masters of Science in Computer & Information Engineering from IIU, Malaysia. In addition to academic qualifications, Waleed obtained professional qualifications from Cisco, Microsoft and other institutions for Network, Security and Performance Management aspects. Prior to joining Anvia Holdings Corporation as a Director and its Chief Technology Officer (CTO), Waleed worked as in diverse roles with large conglomerates in Middle East and Australia. He started as Network Specialist and moved up the career in positions such as Network & Security Manager, Director of Customer Support and Systems Director. Mr. Badurik has been managing ICT projects from small, large and multinational companies and involved throughout the Product Life Cycle. He has supervised the development of more than 5 different software and mobile applications across different platforms.

EXECUTIVE COMPENSATION

SummaryExecutive Compensation

 

The Company has not paid any executive compensation.

 

The Company has not entered into any employment agreements with any of its officers. It intends to pay annual salaries to such officers and will pay an annual stipend to its directors when the Board determines, in its sole discretion, that cash flow is sufficient to make such payments in light of other cash needs of the Company.

 

Although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

 

Employment Agreements

 

The Company has not entered into any employment agreements with any officers or key personnel. The Company has no oral agreements or understandings with any officer or employee regarding base salary or other compensation.

 

25 
 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of Certain Beneficial Owners and Management and related Stockholder Matters

 

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s Common Stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

 

     Percent of 
Name and Position Shares Owned  Class(1) 
Ali Kasa, Director (2)(3)
President, Secretary, Chief Financial Officer
  5,000,000   25.9%
         
Waleed Badurik, Director (3)
Chief Technology Officer
  5,000,000   25.9%
         
Ali Al Bassamy (4)        
> 5% Shareholder  1,166,667   6%
         
Luftar Kasa (5)        
> 5% Shareholder  1,000,000   5.1%
         
Yasser Elsayed Aly Ahmed Elezaby (6)        
> 5% Shareholder  5,000,000   25.9%
         
All Officers and directors as a Group (2 persons)  10,000,000   51.9%
Name and Position Shares Owned  Percent of Class(1)  Voting Percentage(8) 
Ali Kasa,(2)(3) President, Secretary, Chief Financial Officer, Director    9,129,840   47.341%  76.38%
             
Waleed Badurik,(3)  500,000   2.593%  %
             
Ali Mohammed Al Qahtani(4) 5% Shareholder    1,066,667   5.531%  2.94%
             
Luftar Kasa(5)5% Shareholder    1,000,000   5.185%  2.49%
             
Yasser Elsayed Aly Ahmed Elezaby(6) 5% Shareholder    5,000,000   25.926%  12.69%
             
DhurataToli(7)             
Principal Accounting Officer and Secretary  50,000   0,529%    
             
All Officers and directors as a Group(2)  9,179,840   47.6%  76.64%

 

(1)(1)

Based on 19,263,367 19,285,425shares of Common Stock outstanding.

 
(2)(2)

Consists of 5,000,000 shares issued on change of control.controland 4,129,840 shares transfer from another director.

 
(3)(3)

The address of the officers and directors of the CompanyAli Kasa is located at Level 9, 127 Creek Street, Brisbane366 Nursery Road, Holland Park, a 121 QLD, 400, Australia.Australia

 
(4)The address of Ali BellamyMohammed Al Qahtani is 5, Al-Jazirah Section, Riyadh, Saudi Arabia.
 
(5)The address of Luftar Kasa is RR. Haxhi Isuf Banka, Salite E Vogel, Tirana, Albania.
 
(6)The address of Yasser Elsayed Aly Ahmed Elezaby is 162 Century Dr, Syracuse NY 13209.
(7)

The address of DhurataToli is Rruga “Myslim Shyri” P.8, Shk.9, Ap.9, Tirana, Albania 

(8)Based on aggregate voting shares, including Common Stock shares and Series A Preferred Stock shares that is presently issued and outstanding.

 

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s Series A Preferred Stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the commonclass of stock after giving effect to any exercise of warrants or options held by that person.

 

     Percent of 
Name and Position Shares Owned  Class(1) 
AliKasa, Director (2)
President, Secretary, Chief Financial Officer (2)
  600   60%
         
Waleed Badurik, Director (2)
Chief Technology Officer
  400   40%
         
All Officers and directors as a Group (2 persons)  1,000   100%
Name and Position Shares Owned  Percent of Class(1)  Voting Percentage(3) 

Ali Kasa,(2)

President, Chief Financial Officer, Director

  600   60%  76.4%
             
All Officers and directors as a Group (1 persons)  400   40%  23.0%

 

(1)Based on 1,000 shares of Series A Preferred Stock outstanding.outstanding, which, voting together as a class, have the right to vote 51% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not, without the consent of the sixty-percent (60%) of the holders of the Series A Preferred Stock, voting as a separate class, alter or change the provisions of the Certificate of Incorporation so as to adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever
 
(2)The address of the officers and directors of the CompanyAli Kasa is located at Level 9, 127 Creek Street, Brisbane366 Nursery Road, Holland Park, a 121 QLD, 400, Australia.Australia
(3)Based on aggregate voting shares, including Common Stock shares and Series A Preferred Stock shares, presently issued and outstanding.

 

26 
 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

James Cassidy, a partner in the law firm which acts as counsel to the Company, is the sole owner and director of Tiber Creek Corporation which owns 250,000 shares of the Company’s common stock. Tiber Creek and its affiliate, MB Americus LLC, a California limited liability company, each currently hold 250,000 shares in the Company. James Cassidy and James McKillop, who is the sole officer and owner of MB Americus, LLC, were both formerly officers and directors of the Company. As the organizers and developers of Dove Street Acquisition Corporation, Mr. Cassidy and Mr. McKillop were involved with the Company prior to the change in control. In particular, Mr. Cassidy provided services to the Company without charge, including preparation and filing of the charter corporate documents and preparation of the instant registration statement.

 

On January 11, 2017, the Company issued 5,000,000 shares of its common stock to Ali Kasa, an officer and director of the Company for services rendered to the Company, valued at $500, or $.0001 per share.

 

In February 2017, the Company issued to Ali Kasa, an officer and director of the Company an aggregate of 600 Series A Preferred Stock shares for total proceeds of $0.06.

 

In February 2017, the Company issued to Waleed Badurik, ana former officer and director of the Company, an aggregate of 400 Series A Preferred Stock shares for total proceeds of $0.04.

 

In March 2017, the Company issued to Luftar Kasa, a member of Mr. Ali Kasa’s family, 1,000,000 shares of its common stock for total proceeds of $1,000.

 

In March 2017, the Company issued to Waleed Badurik, ana former officer and director of the Company, an aggregate of 5,000,000 shares of its common stock in exchange for services rendered to the Company, valued at $500, or $.0001 per share.

 

On May 7, 2017, the Company entered an agreement with Egnitus Holding Pty Ltd (“Egnitus”) to design and develop its web-based technology and Android and IOS applications. Mr. Ali Kasa, a director and officer of the Company, is also employed by Egnitus.

In December 6, 2017, shareholder Waleed Badurik, an ex-officer and director of the Company, sold 4,500,000 shares of its common stock to Ali Kasa, an officer and director of the company.

In May, 2018, the Company issued 5,000 shares of its common stock to Mr. Nikolin Kasa, brother of Mr. Ali Kasa, CEO of the Company, for $6,000 (or valued at $1.2 per share) of consulting and business advisory services that will be performed within the following year.

SELLING SHAREHOLDERSCOMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

 

TheSection 16(a) of the Exchange Act requires officers, directors and persons who own more than 10% of a registered class of our equity securities of a company that has a class of common stock registered under the Exchange Act to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of all forms filed pursuant to Section 16(a).

Based solely on a review of the copies of such reports furnished to us, we believe that our officers and directors and our principal stockholder who are required to file reports pursuant to Section 16(a) of the Exchange Act complied with all of the Section 16(a) filing requirements applicable to them with respect to the last fiscal year, except that our officers and directors and shareholder failed to file a Form 3 after we registered our common stock under Section 12(g) of the Securities Exchange timely. All of the Form 3’s have now been filed and the Company ishas taken action to insure that all future Section 16(a) reports are timely filed.

SELLING STOCKHOLDER

We are registering for offerresale shares of our common stock that are issued and saleoutstanding held by existing holders thereof 3,796,700the selling stockholder identified below. We are registering the shares to permit the selling stockholder to resell the shares when and as it deems appropriate in the manner described in the “Plan of Distribution.” As of the date of this Prospectus there are 19,285,425 shares of common stock issued and outstanding.

The following table sets forth:

the name of the selling stockholder,
the number of shares of our common stock that the selling stockholder beneficially owned prior to the offering for resale of the shares under this Prospectus,
the maximum number of shares of our common stock that may be offered for resale for the account of the selling stockholder under this Prospectus, and
the number and percentage of shares of our common stock to be beneficially owned by the selling stockholder after the offering of the shares (assuming all of the offered shares are sold by the selling stockholder).

The selling stockholder has never served as our officer or director or any of its predecessors or affiliates within the last three years, nor has the selling stockholder had a material relationship with us. The selling stockholder is neither a broker-dealer nor an affiliate of a broker-dealer. The selling stockholder did not have any agreement or understanding, directly or indirectly, to distribute any of the shares being registered at the time of purchase.

The selling stockholder may offer for sale all or part of the shares from time to time. The table below assumes that the selling stockholder will sell all of the shares offered for sale. The selling stockholder is under no obligation, however, to sell any shares pursuant to this Prospectus.

Name Shares of
Common Stock
Beneficially
Owned prior to Offering(1) 
  

Maximum

Number of

Shares of

Common Stock

to be Offered

  Number of
Shares of Common
Stock Beneficially
Owned after
Offering
  Percent
Ownership
after Offering
 
GHS Capital Funding, LLC(2)    0      0   0%

(1)Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name.
(2)Includes 3,000,000 shares issuable to GHS pursuant to the GHS Investments, LLC. Matthew L. Schissler has voting control over GHS Investments, LLC.

27 

PLAN OF DISTRIBUTION

On June 5, 2018, we entered into an investment agreement with GHS Investments, LLC, a Nevada limited liability company (“GHS”). Pursuant to the terms of the GHS Equity Financing Agreement, GHS committed to purchase up to $10,000,000 of our common stock over a period of up to twenty-four (24) months. From time to time during the twenty-four (24) months period commencing from the effectiveness of the registration statement, we may deliver a drawdown notice (“Drawdown Notice”) to GHS which states the dollar amount that we intend to sell to GHS on a date specified in the drawdown notice (“Drawdown Amount”). The maximum amount that the Company shall be entitled to drawdown to GHS shall be two hundred percent (200%) of average daily trading volume (U.S. market only) of the Common Stock during the ten (10) days preceding the Drawdown Notice, so long as such amount does render the Investor a holder of more than 9.99% of the outstanding Shares of the Company. The purchase price per share to be paid by GHS shall be calculated as a twenty percent (20%) discount to the lowest traded price of the Company Common Stock during the ten (10) consecutive trading days prior to the date the Drawdown Notice was submitted. We initially reserved 3,000,000 shares of our common stock for issuance under the GHS Equity Financing Agreement. The GHS Equity Financing Agreement is not transferable and any benefits attached thereto may not be assigned.

In connection with the GHS Equity Financing Agreement, we also entered into a registration rights agreement with GHS, pursuant to which we are obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering shares of our common stock underlying the GHS Equity Financing Agreement within 30 days after the date of the GHS Equity Financing Agreement. In addition, we are obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after filing and maintain the effectiveness of such registration statement until termination of the GHS Equity Financing Agreement. The 3,000,000 shares to be registered herein represent approximately 13.5% of the shares then issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. The 3,000,000 shares to be registered herein represent approximately 32% of the shares issued and outstanding held by such shareholders. The Companynon-affiliates of the Company.

At an assumed purchase price of $1.20 (equal to 80% of the price of our common stock of $1,50 on August 6, 2018), we will notbe able to receive anyup to $3,600,000 in gross proceeds, fromassuming the sale of the Selling Shareholder Shares. The selling shareholders have no agreement with any underwriters with respectentire 3,000,000 shares being registered hereunder pursuant to the saleGHS Equity Financing Agreement. Accordingly, we would be required to register 5,333,333 additional shares to obtain the balance of $6,400,000 under the GHS Equity Financing Agreement at an assumed purchase price of $1.20 per share. We are currently authorized to issue 100,000,000 shares of our common stock. We may be required to increase our authorized shares in order to receive the entire purchase price in the even our share price decreases. GHS has agreed to refrain from holding an amount of shares which would result in GHS owning more than 9.99% of the Selling Shareholder Shares. The selling shareholders, who are deemed to be statutory underwriters, will offer theirthen-outstanding shares of our common stock at a price of $0.10 per share, until the close of the Offering.any one time.

 

The selling shareholdersstockholder may, from time to time, offersell any or all of its shares of common stock on any stock exchange, market or trading facility on which the Selling Shareholder Shares through underwriters, dealersshares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange distribution in accordance with the rules of the applicable exchange;
privately negotiated transactions;
broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
through the writing of options on the shares;
a combination of any such methods of sale; and
any other method permitted pursuant to applicable law.

The selling stockholder may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents whichfor themselves or their customers. Such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from themthe selling stockholder and/or the purchasers of the Selling Shareholder Sharesshares for whom theysuch broker-dealers may act as agents. Any agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The selling stockholder cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling stockholder. The selling stockholder and any brokers, dealers or underwriters that participate inagents, upon affecting the distributionsale of any of the Selling Shareholder Sharesshares offered in this prospectus, are “underwriters” as that term is defined under the Securities Act, or the Exchange Act, or the rules and regulations under such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be “underwriters” under the Securities Act and any discounts,underwriting commissions or concessions received by any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act.

Pursuant to the GHS Equity Purchase Agreement, the Company may enter into an agreement with a registered broker-dealer to act as a placement agent. The following table sets forth ownershipCompany has no intention to engage a placement agent in connection with this registration statement, and has not had any discussions with any broker-dealers. Additionally, GHS does not have the right to require the Company to engage a placement agent, or pick the broker-dealer to act as placement agent. Furthermore, the engagement of a placement agent does not impact GHS’s obligation to provide the Company cash funds in connection with the delivery of a put notice.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares heldwill be borne by eachthe selling stockholder. The selling stockholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. Notwithstanding the foregoing, if the Company decides to engage a placement agent in connection with this registration statement, then the Company shall be obligated to pay the fees connected to the placement agent. This may result in the Company receiving less than the expected total proceeds.

GHS intends to sell/distribute the shares of common stock that they acquire from the Company in the open market.

The selling stockholder shall acquire the securities offered hereby in the ordinary course of business and has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of its shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus.

If the selling stockholder uses this Prospectus for any sale of the shares of common stock, it will be subject to the prospectus delivery requirements of the Securities Act.

Regulation M

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling stockholder.

During such time as it may be engaged in a distribution of any of the shares we are registering by this registration statement, GHS is required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling shareholder.efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

 

  Before Offering     After Offering 
Name Number of
Shares
Owned
  Percent
of Class
(1)
  Shares
Offered
for Sale
  Number of
Shares Owned if
All Shares
Offered for
Sale Sold
  Percent of
Class Owned if
All Shares
Offered for
Sale Sold (1)
 
                
Abdullah Saleh Mohammed Abdo  20,000*      20,000   0*    
Ahmed Mohammed Saleh Bufleh  80,000*      80,000   0*    
Ali Al Bassamy  1,166,667   6%  100,000   1,066,667   5.5%
Ali Saleh Mohammed Abdo  145,000*      145,000   0*    
Amro Abdulaziz Abobakr Ba Matraf  25,000*      25,000   0*    
Bakil Ali Abdo Saif  25,000*      25,000   0*    
Basem Elsaid Elsherbiny Bekhit Eldahrawy  30,000*      30,000   0*    
Christopher Hii Lu Ming  50,000*      50,000   0*    
Gnanasageran A/L Arumugam  50,000*      50,000   0*    
Hazirah Binti Hashim  50,000*      50,000   0*    
Hussein Ali Saeed Ba Rahma  59,625*      59,625   0*    
Ismail Eusoff  10,000*      10,000   0*    
Khaled Al Dokmak Oklah  50,000*      50,000   0*    
Khaled Saleh Saeed Al-Batati  150,000*      150,000   0*    
Khalid Mohamed Ali Sait  75,000*      75,000   0*    
Khalil Ahmed Abdullah Ba Nafea  87,375*      87,375   0*    
Luftar Kasa  1,000,000   5.1%  100,000   900,000   4.6%
Majid Saleh Alquait  60,000*      60,000   0*    
Malliga Subramaniam  100,000*      100,000   0*    
Mohammed Abobakr Bahormuz  20,000*      20,000   0*    
Mohammed Saleh Mohsen Mohammed  26,500*      26,500   0*    
Muhammad Hariz Bin Hashim  50,000*      50,000   0*    
Muhammad Irwan Bin Mohd Rejab  60,000*      60,000   0*    
Mustafa Mohammed Ali Naib  20,000*      20,000   0*    
Nabil Saeed Omar Alsanbi  100,000*      100,000   0*    
Nur Ariqah Binti Mohd Rejab  60,000*      60,000   0*    
Rami Fahad Ali Alkhizzy  13,200*      13,200   0*    
Shareezan Hoklai Bin Sarudu  50,000*      50,000   0*    
Shariman Hoklai Bin Sarudu  50,000*      50,000   0*    
Victor Hii Lu Thian  50,000*      50,000   0*    
Waleed Fekry Saleh Mohamed Faris  30,000*      30,000   0*    
Yasser Elsayed Aly Ahmed Elezaby  5,000,000   25.9%  500,000   4,500,000   23.3%
Ali Kasa (2)  5,000,000   25.9%  500,000   4,500,000   23.3%
Waleed Abdullah Mubarak Badurik (2)  5,000,000   25.9%  500,000   4,500,000   23.3%
James Cassidy (3)  250,000*      250,000   0*    
James McKillop (4)  250,000*      250,000   0*    
   19,263,367       3,796,700   15,466,667     

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed GHS that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised GHS of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

*Less than 1%.
(1)Based on 19,263,367 shares of common stock outstanding as of the date of this prospectus.
(2)Director and/or officer of the Company.
(3)Includes 250,000 shares held by Tiber Creek Corporation, a Delaware corporation, which provided certain services to the Company as discussed herein. Mr. Cassidy is the president and sole shareholder of Tiber Creek Corporation. Mr. Cassidy is a promoter of the Company.
(4)Includes 250,000 shares held by MB Americus, LLC, a California limited liability company. Mr. McKillop also works with Tiber Creek Corporation from time to time. Mr. McKillop is an officer and the sole shareholder of MB Americus, LLC. Mr. McKillop is a promoter of the Company.

 

Pursuant to the GHS Equity Purchase Agreement, GHS shall not sell stock short, either directly or indirectly through its affiliates, principals or advisors, our common stock during the term of the agreement.

DESCRIPTION OF SECURITIES TO BE REGISTERED

 

CapitalizationAuthorized Capital Stock

 

Pursuant to the Company’s certificate of incorporation and amendments thereto, the Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 19,543,50019,285,425 shares are outstanding as of the date of the registration statement, of which this prospectus is a part. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which 1000 shares have been designated as Series A Preferred Stock. As of the date of the registration statement, 1000 shares of Series A Preferred Stock are issued and outstanding.

Common Stock

The Company is registering 3,796,700 shares of common stock offered for sale the holders thereof (“Selling Shareholders”) at an offering price of $0.10 per share.

 

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. In addition to any vote required by law, the consent of at least a majority of the holders of the then-outstanding shares of common stock is required to (i) redeem, purchase or otherwise acquire any share of common stock, (ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of common stock; or (iii) amend the Certificate of Incorporation of the Company if such amendment would change any of the rights, preferences or privileges of the common stock.

 

Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor.therefore. In the event of a liquidation, dissolution or winding up, subject to the rights of the shares of preferred stock, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.

 

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value.

 

In the case of dissolution of the Company, the shares of common stock are subordinate to the payment of the Company’s outstanding debts, including repayment of its current promissory notes.

 

Preferred Stock

 

The Company has 20,000,000 authorized shares of preferred stock, of which 1000 shares have been designated as Series A Preferred Stock. As of date hereof, 1,000 shares of Series A Preferred Stock are issued and outstanding. The board of directors has the authority to effectaffect a series of preferred stock and designate the rights and preferences thereto.

 

The Board of Directors is authorized to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the applicable law of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the shareholders. Any shares of preferred stock so issued would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. At present, the Company has no plans to neither issue any preferred stock nor adopt any series, preferences or other classification of preferred stock.

 

The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock.

 

Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of the stockholders of the Company, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise. Other than the shares of Series A Preferred Stock already issued, the Company has no present plans to issue any preferred stock.

Series A Preferred Stock

 

The Series A Preferred Stock provides the holders thereof the right, voting separately as a class, to vote in aggregate 51% of our outstanding voting shares on any and all shareholder matters (the “Majority Voting Rights”).

 

Additionally, the Company shall not, without the consent of the sixty-percent (60%) of the holders of the Series A Preferred Stock, voting as a separate class, alter or change the provisions of the Certificate of Incorporation so as to adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

Other than the Majority Voting Rights, our Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever; provided, however, the Series A Preferred Stock and the rights associated therewith, could act to prevent or delay a change in control.

Of the 1,000 shares of Series A Preferred Stock issued and outstanding, 600 of such shares are held by Mr. Ali Kasa, the Company’s CEO and sole director.

30 

LEGAL MATTERS

The validity of the issuance of the common stock hereby will be passed upon for us by The Law Offices of Barnett & Linn, Calabasas, California. William B. Barnett, a member of the firm of Barnett & Linn, is the owner of 110,000 shares of the Company’s common stock, which represents less than 1% of the Company’s issued and outstanding common stock.

EXPERTS

The financial statements of our company included in this prospectus and in the registration statement have been audited by KCCW Accountancy Corp., to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance on such report, given the authority of said firm as an expert in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

INCORPORATION BY REFERENCE

We incorporate by reference in this prospectus any future filings we make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding any information furnished and not filed with the SEC) after the date on which the registration statement that includes this prospectus was initially filed with the SEC (including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) and until all offerings under this prospectus are terminated.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost by writing, telephoning or e-mailing us at the following address, telephone number or e-mail address:

Anvia Holdings Corporation.

1125 E Broadway #770, Glendale, CA 91205

(323)-713-3244

Support @anviaholdings.com

Copies of these filings are also available through the “Investor” section of our website at www.anviaholdings.com. For other ways to obtain a copy of these filings, please refer to “Where You Can Find More Information” above.

WHERE YOU CAN FIND MORE INFORMATION

We filed with the Securities and Exchange Commission a registration statement under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website iswww.sec.gov.

We file periodic reports under the Exchange Act, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission. These periodic reports and other information are available for inspection and copying at the regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Anvia Holdings Corporation (formerly Dove Street Acquisition Corporation)

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Anvia Holdings Corporation (the “Company”) as of December 31, 2017 and 2016, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2017 and for the period from July 22, 2016 (Inception) to December 31, 2016, 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 December 31, 2017 and 2016, and the results of its operations and its cash flows for the year ended December 31, 2017 and for the period from July 22, 2016 (Inception) to December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 of the financial statements, the Company has generated minimal revenues and has sustained operating losses since July 22, 2016 (Inception Date) to date and working capital deficits. The Company’s viability is dependent upon continued financial support from its shareholders, its ability to obtain necessary financing to continue operations, and the attainment of profitable operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 1 to the financial statements. 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 audits. 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 audits 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 of the financial statements, whether due to error or 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 financial statements. Our audits 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 audits provide a reasonable basis for our opinion.

/s/ KCCW Accountancy Corp.
We have served as the Company’s auditor since 2016.
Los Angeles, California
April 17, 2018

ANVIA HOLDINGS CORPORATION

BALANCE SHEETS

  December 31, 2017  December 31, 2016 
ASSETS        
         
Current Assets        
Cash and cash equivalents $237  $- 
Accounts receivable  81,000   - 
Due from Officer  10,904   - 
Prepaid deposits for acquisitions  32,000   - 
Total Current Assets  124,141   - 
         
Computer software, net  28,500   - 
         
Total Assets $152,641  $- 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)        
         
Current Liabilities        
Accounts payable $18,639  $- 
Accounts payable-related party  10,500   - 
Accrued liabilities  29,613   5,250 
Payable to affiliate  4,120   - 
Total Current Liabilities  62,872   5,250 
         
Commitments and Contingencies (Note 7)        
         
Stockholders’ Equity (Deficit)        
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000 shares and none issued and outstanding at December 31, 2017 and 2016, respectively  -   - 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,003,367 shares and 20,000,000 shares issued and outstanding at December 31, 2017 and 2016, respectively  1,901   2,000 
Discount on common stock  (500)  - 
Additional paid in capital  161,463   312 
Stock subscriptions received in advance  420   - 
Accumulated deficit  (73,515)  (7,562)
Total Stockholders’ Equity (Deficit)  89,769   (5,250)
         
Total Liabilities and Stockholders’ Equity $152,641  $- 

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

ANVIA HOLDINGS CORPORATION

STATEMENTS OF OPERATIONS

  For the Year Ended December 31, 2017  For the Period from July 22, 2016 (Inception) to December 31, 2016 
       
Revenue $99,330  $- 
         
Cost of Revenue  29,139   - 
         
Gross Profit  70,191   - 
         
Operating Expenses        
General and administrative  136,144   7,562 
Total Operating Expenses  136,144   7,562 
         
Loss from Operations Before Income Tax  (65,953)  (7,562)
         
Provision for Income Tax  -   - 
         
Net Loss $(65,953) $(7,562)
         
Basic and Diluted Net Loss Per Share $(0.00) $(0.00)
         
Weighted Average Number of Shares Outstanding - Basic and Diluted  16,877,579   20,000,000 

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

ANVIA HOLDINGS CORPORATION

Statements of Changes in Shareholders’ Equity (Deficit)

  Common Stock  Discount on    Additional      
  Number  Par Value  Common
Stock
  

Subscriptions

Receivable

  

Paid-in

Capital

  Accumulated
Deficit
  Total 
Balance - July 22, 2016 (inception)  -  $-  $-  $-  $-  $-  $- 
Issuance of shares to founders  20,000,000   2,000   -   -   -   -   2,000 
Capital contribution in settlement of obligations  -   -   -   -   312   -   312 
Net loss  -   -   -   -   -   (7,562)  (7,562)
Balance - December 31, 2016  20,000,000   2,000   -   -   312   (7,562)  (5,250)
                             
Redemption of shares  (20,000,000)  (2,000)  -   -   2,000   -   - 
Issuance of shares as a result of change in control  5,000,000   500   (500)  -   -   -   - 
Sale of shares for cash  14,003,367   1,401   -   -   159,151   -   160,552 
Subscriptions deposits  -   -   -   420   -   -   420 
Net loss  -   -   -       -   (65,953)  (65,953)
Balance - December 31, 2017  19,003,367  $1,901  $(500) $420  $159,463  $(73,515) $87,769 

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

ANVIA HOLDINGS CORPORATION

STATEMENTS OF CASH FLOWS

  For the Year Ended December 31, 2017  For the period from July 22, 2016 (Inception) to December 31, 2016 
       
Cash Flows from Operating Activities        
Net loss $(65,953) $(7,562)
Adjustment to reconcile net loss to net cash used in operating activities:        
Expenses paid by stockholder and contributed as capital  -   312 
Common stock issued for services  -   2,000 
Amortization of computer software  1,500     
Changes in operating assets and liabilities        
Accounts receivable  (81,000)  - 
Due from Officer  (10,904)  - 
Accounts payable  13,389   - 
Accounts payable-related party  10,500   - 
Accrued liabilities  29,613   5,250 
Net Cash Used in Operating Activities  (102,855)  - 
         
Cash Flows from Investing Activities        
Cash paid for purchase of computer software  (30,000)    
Net cash paid for earnest deposit for acquisitions  (32,000)  - 
Net Cash Used in Investing Activities  (62,000)  - 
         
Cash Flows from Financing Activities        
Cash proceeds from related parties  4,120   - 
Cash proceeds from stock subscriptions received in advance  420   - 
Cash proceeds from sale of common stock  160,552   - 
Net Cash Provided by Financing Activities  165,092   - 
         
Net Increase in Cash and Cash Equivalents  237   - 
         
Cash and Cash Equivalents, Beginning of the Period  -   - 
         
Cash and Cash Equivalents, End of the Period $237  $- 
         
Supplemental Disclosures of Cash Flow Information        
Cash paid for income taxes $-  $- 
Cash paid for interest $-  $- 
         
Supplemental Disclosure of Non-Cash Investing and Financing Activities:        
Common stock issued to founders for no consideration $500  $2,000 
Redemption of common stock in connection with the change of control $2,000  $- 

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

ANVIA HOLDINGS CORPORATION

Notes to Financial Statements

December 31, 2017

NOTE 1: NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we”, and “ANVIA” shall mean Anvia Holdings Corporation, a Delaware corporation.

Anvia Holdings Corporation (formerly Dove Street Acquisition Corporation) was incorporated on July 22, 2016 under the laws of the state of Delaware. The Company is engaged in the development and commercialization of web-based technology, the “Anvia Loyalty” and “Anvia Learning” mobile applications, and other intellectual property (collectively the “Anvia Technology”), as evidenced by the introduction of the Anvia Technology into the stream of commerce, and the Company’s commercial relationships with third parties.

On January 10, 2017, the Company effected a change of control by cancelling an aggregate of 19,500,000 shares of common stock of existing shareholders (the “Former Shareholders”), issuing 5,000,000 shares of common stock to its sole officer and director; electing new officer and director and accepting the resignations of its then existing officers and directors. In connection with the change of control, the sole shareholder of the Company and its board of directors unanimously approved the change of the Company’s name from Dove Street Acquisition Corporation to Anvia Holdings Corporation. On November 20, 2017, the Company cancelled the remaining 500,000 shares of common stock issued to the Former Shareholders (Note 8).

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has faced significant liquidity shortages as shown in the accompanying financial statements. The Company has generated minimal revenues and has sustained operating losses since July 22, 2016 (Inception Date) to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $65,953 for the year ended December 31, 2017, used net cash flows in operating activities of $102,855, has a working capital of $61,270, and has an accumulated deficit of $73,515 as of December 31, 2017. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Although the Company has had difficulty in obtaining working lines of credit from financial institutions and trade credit from vendors, management has been able to raise capital from private placements and further expand the Company’s operations geographically to continue its growth. During 2017, the Company sold 14,003,367 shares of its common stock to accredited investors and received net cash proceeds of $160,552. Given the liquidity and credit constraints in the markets, the business may suffer should the credit markets not improve in the near future. The direct impact of these conditions is not fully known. However, there can be no assurance that the Company would be able to secure additional funds if needed, and that if such funds were available on commercially reasonable terms or in the necessary amounts, and whether the terms or conditions would be acceptable to the Company. In such case, the reduction in operating expenses might need to be substantial in order for the Company to generate positive cash flows to sustain the operations of the Company.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivables, valuation of long-lived assets, accounts payable and accrued liabilities. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2017 and 2016, respectively.

37 

Accounts Receivable

Accounts receivable represent revenues earned from vocational training and education programs provided for the construction tradesmen to its customers for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. The Company has recorded accounts receivable of $81,000 and $0 as of December 31, 2017 and 2016, respectively.

Property and Equipment

Property and equipment consist of computer software, which is recorded at cost, and amortized on a straight-line basis over its estimated useful life of five (5) years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Long-lived Assets

In accordance with Accounting Standards Codification “ASC” 360, “Property, Plant, and Equipment ”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the years ended December 31, 2017 and 2016, respectively.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, and advances payable to affiliates. Pursuant to ASC 820, “Fair Value Measurements and Disclosures” and ASC 825, “Financial Instruments” , the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2017 on a recurring basis:

DescriptionLevel 1Level 2Level 3
None$-$-$-

The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2016 on a recurring basis:

DescriptionLevel 1Level 2Level 3
None$-$-$-

Revenue Recognition

The Company provides vocational training and education for construction tradesman that need qualifications for roofing, plumbing, home renovation, electrical and carpentry. The Company’s training packages vary in price according to the different types of vocational training and education programs purchased by the customers. The Company recognizes revenue upon the completion of the vocational training courses and education programs offered to its customers. The Company recognizes as revenue any deposits previously received, as they are non-refundable upon commencement of the vocational training courses.

The Company’s revenue recognition policy is based on the revenue recognition criteria established in accordance with Accounting Standards Codification (ASC) 605. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence of an arrangement - the Company and the customer enters into a signed contract; (2) delivery has occurred - as noted above, upon the commencement of the training course, the deposit is non-refundable per the terms of the signed contract and upon completion of the course, the Company has provided all services to be delivered to the customer under the contract; (3) the price is fixed and determinable - the signed contract indicates a fixed dollar amount for the training for the courses enrolled by the customer; (4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the training upon the completion of the training course.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740, “Income Taxes ”. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Management makes estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Any adjustment to the deferred tax asset valuation allowance would be recorded in the income statement for the periods in which the adjustment is determined to be required. The Company does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.

Earnings (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” . ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company did not have any convertible notes, options or warrants available for conversion that if exercised, may dilute its earnings per share at December 31, 2017 and 2016, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through December 31, 2017 and December 31, 2016. The Company’s bank balance did not exceed FDIC insured amounts at December 31, 2017 or at December 31, 2016, respectively.

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-01,Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The standard will be effective for the Company in the first quarter of 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”) . The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company has evaluated the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326).” The new standard amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December 15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its consolidated financial statements.

NOTE 3 – PREPAID DEPOSITS FOR ACQUISITIONS

The Company has prepaid deposits for acquisitions of $32,000 and $0 at December 31, 2017 and 2016, respectively. Prepaid deposits consist of (a) $20,000 prepaid to a third party for performing due diligence on an entity All Crescent Sdn Bhd (“All Crescent”) located in Malaysia for future acquisition; and (b) $12,000 prepaid deposits for future potential acquisition of a vocational college named Global Institute of Vocational Education, located in Australia. The Company anticipates completing the due diligence and expects to complete the acquisitions by April 30, 2018.

On March 22, 2017, Anvia entered into a non-binding preliminary agreement with All Crescent and agreed to pay a consideration of $200,000 in exchange for obtaining 51% equity stake in All Crescent. At the time of closing of All Crescent, among other things, All Crescent shall (a) own 100% of the issued and outstanding capital stock of Sage Interactive Sdn Bhd and 100% of the issued and outstanding capital stock of Sage Interactive MSC Sdn Bhd (collectively “Sage Interactive”); and (b) own 5% of the issued and outstanding capital stock of Celex Media Sdn Bhd (“Celex”). Sage Interactive and Celex are Malaysian companies that own the “Learning Management System and Applications” technology and specialize in developing and providing learning management technologies, learning solutions and eContent. Celex operates as digital content aggregator, e-learning platform provider and distributor of e-books, e-magazines and e-textbooks. Upon consummation of the proposed acquisition of All Crescent, All Crescent shall become a majority-owned subsidiary of Anvia. Management has completed the due diligence of this acquisition and is negotiating the final purchase price of this acquisition. No formal agreements have been executed as of the date of this report.

On October 10, 2017, Anvia paid $12,000 to an affiliate Kasa Corporation (Australia) Pty Ltd as a deposit towards the purchase of a vocational college named Global Institute of Vocational Education (Note 10).

NOTE 4: COMPUTER SOFTWARE

Computer software consists of the following:

Description December 31, 2017  December 31, 2016 
Computer software and applications $30,000  $- 
   30,000   - 
Less: accumulated amortization  (1,500)  - 
Computer Software, net $28,500  $- 

On October 2, 2017, the Company purchased computer software and applications from an affiliate to further enhance its sales to distributors (Note 6). The Company recorded the actual historical costs incurred by the affiliate in acquiring and developing the computer software and applications. Amortization expense for the computer software and applications purchased for the years ended December 31, 2017 and 2016, was $1,500 and $0, respectively.

NOTE 5 – ACCRUED LIABILITIES

Accrued liabilities for the years ended December 31, 2017 and 2016 is summarized as follows.

  December 31, 2017  December 31, 2016 
Consulting fees $6,478  $- 
Travel expense  5,395   - 
Audit fees  12,750   5,250 
Legal Fees  4,628   - 
Other  362   - 
Total Accrued Expense $29,613  $5,250 

Accrued liabilities were $29,613 and $5,250 at December 31, 2017 and 2016, respectively.

NOTE 6 – RELATED PARTY TRANSACTIONS

On January 11, 2017, the Company issued 5,000,000 shares of its common stock to its President, an officer and director of the Company valued at $500. The Company recorded a discount of the same amount as no consideration was paid for these shares. On February 16, 2017, the Company issued to a family member of the President of the Company 1,000,000 shares of its common stock for total proceeds of $1,000. On February 16, 2017, the Company also issued to an officer and director of the Company, an aggregate of 5,000,000 shares of its common stock in exchange for total proceeds of $500 (Note 8).

In February 2017, the Company issued to its President and an officer, an aggregate of 600 Series A preferred shares and 400 Series A preferred shares at $0.0001 par value for total proceeds of $0.06 and $0.04, respectively.

The Company paid $3,700 to a third-party vendor as a deposit for an acquisition and paid $7,204 for travel and other expenses of an officer, prior to the change in control that occurred on January 10, 2017. The Company deemed these expenses as personal expenses of the officer and recorded $10,904 as amount due from the officer as of December 31, 2017. The amount due from officer is unsecured, collectible and due on demand by the Company.

On October 2, 2017, the Company purchased from a related party affiliate computer software and applications for $30,000, for designing, developing and implementing a business-to-business software solution for Anvia eco-system for tradesmen in Australia and globally (Note 4).

Accounts payable to a related party amounted to $10,500 and $0 at December 31, 2017 and 2016, respectively. The $10,500 accounts payable to the related party was for the cost of training and consulting service provided to Anvia’s customers.

Payable to a related party amounted to $4,120 and $0 at December 31, 2017 and 2016, respectively. The $4,120 payable to the affiliate was for short term advances received for the Company’s working capital needs. The $4,120 advance received from the affiliate is unsecured, non-interest bearing and payable on demand.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Commitments

On February 9, 2017, the Company executed an operating lease agreement for its principal office with a monthly rent of $289, lease commencing on February 10, 2017 and terminating on February 28, 2018. The Company paid a security deposit of $578 on February 9, 2017 upon the execution of the lease. On November 1, 2017, the Company negotiated to terminate the lease and agreed to forgo the security deposit of $578 in settlement of terminating the lease. The Company recorded rent expense of $2,807 and $0 for the year ended December 31, 2017 and 2016, respectively.

Litigation Costs and Contingencies

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss.

NOTE 8: STOCKHOLDERS’ EQUITY

The Company’s capitalization at December 31, 2017 was 100,000,000 authorized common shares and 20,000,000 authorized preferred shares, both with a par value of $0.0001 per share.

Common Stock

On July 22, 2016, the Company issued 20,000,000 shares of its common stock, at par value of $0.0001 per share, to two directors and officers for the services performed valued at $2,000. The officers and directors of the Company contributed as additional paid in capital in settlement of Company’s expenses of $312 as of December 31, 2016.

On January 10, 2017, the Company effectuated a change in control and redeemed 19,500,000 shares of its then outstanding 20,000,000 shares of common stock upon the resignation of two officers and directors. On January 11, 2017, the Company issued 5,000,000 shares of its common stock at par value and at a discount of $500, accepted resignation of two officers and directors, and pursuant to Section 4(2) of the Securities Act of 1933, appointed Mr. Ali Kasa, to be the Company’s Chief Executive Officer, the sole officer and director. On November 7, 2017, the Company and two former founders and directors of the Company mutually agreed to cancel the remaining 500,000 shares of the Company’s common stock valued at $50 issued to them on July 22, 2016 (Inception Date). The shares were added to the Company’s authorized but not unissued common stock on the date of return.

On February 16, 2017, the Company issued to a family member of the President of the Company 1,000,000 shares of its common stock for total proceeds of $1,000. On February 16, 2017, the Company issued to an officer and director of the Company, an aggregate of 5,000,000 shares of its common stock for total proceeds of $500, or at $0.0001 per share (Note 6).

For the year ended December 31, 2017, the Company sold 14,003,367 shares of its common stock to the Investors between the share price of $0.001 per share to $0.60 per share and received cash proceeds of $160,552. The Company has also received in advance $420 for stock subscription deposits for which the Company has not issued 420,000 shares of common stock as of December 31, 2017. All the stock certificates issued to the investors have been affixed with an appropriate legend restricting sales and transfers. Based on the foregoing, the Company has issued the shares in reliance upon the exemptions from registration provided by Section 4a (2) of the Securities Act of 1933.

As a result of all common stock issuances, the total issued and outstanding shares of common stock at December 31, 2017 and 2016 were 19,003,367 and 20,000,000, respectively.

Preferred Stock

Series A Preferred Stock

The Company’s directors and officers have beneficial ownership of the entire class of the Company’s Series A Preferred Stock, which voting together as a class, have the right to vote 51% of the Company’s voting shares on all shareholder matters (the “Majority Voting Rights”) not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

42 

Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever; provided, however, the Series A Preferred Stock and the rights associated therewith, could act to prevent or delay a change in control.

In February 2017, the Company issued 600 shares of Series A preferred stock to its President for total proceeds of $0.06, and 400 shares of Series A preferred shares to an officer and director, who resigned from the Company on October 20, 2017, for total proceeds of $0.04.

At December 31, 2017, the Company has 1,000 shares of Series A preferred stock issued and outstanding.

NOTE 9: INCOME TAX

Income tax expense for the years ended December 31, 2017 and 2016 is summarized as follows.

  December 31, 2017  December 31, 2016 
Deferred:        
Federal $(22,424) $(2,571)
State  -   - 
Change in valuation allowance  22,424   2,571 
Income tax expense (benefit) $  $ 

The following is a reconciliation of the provision for income taxes at the U.S. federal income tax rates of 34% and the state income tax rates net of federal tax benefit of 0%, for the years ended December 31, 2017 and 2016, respectively, to the income taxes reflected in the Statements of Operations:

  December 31, 2017  December 31, 2016 
Book Income (loss)  34%  34%
State taxes  -%  -%
Total  34%  34%
Valuation allowance  -34%  -34%
Tax expense at actual rate      

The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, 2017 and 2016, respectively, are as follows:

  December 31, 2017  December 31, 2016 
Deferred tax assets:        
Net operating loss carry forward $16,421  $2,571 
Total gross deferred tax assets  16,421   2,571 
Less - valuation allowance  (16,421)  (2,571)
Net deferred tax assets $  $ 

Deferred income taxes are provided for the tax effects of transactions reported in the financial statements and consist of deferred taxes related primarily to differences between the bases of certain assets and liabilities for financial and tax reporting. The deferred taxes represent the future tax return consequences of those differences, which will either be deductible or taxable when the assets and liabilities are recovered or settled.

On December 22, 2017, the Tax Cuts and Jobs Act (the Tax Act) was enacted, significantly altering U.S. corporate income tax law. The SEC issued Staff Accounting Bulletin 118, which allows companies to record reasonable estimates of enactment impacts where all of the underlying analysis and calculations are not yet complete. The provisional estimates must be finalized within a one-year measurement period. The Company reduced its net domestic deferred tax asset balance by $8,574 due to the reduction in corporate tax rate from 34% to 21%. These adjustments are fully offset by a change in the Company’s U.S. valuation allowance.

At December 31, 2017, the Company had accumulated deficit of approximately $74,000 for U.S. federal and Delaware income tax purposes available to offset future taxable income expiring on various dates through 2035. The Company has recorded a 100% valuation allowance on the deferred tax assets due to the uncertainty of its realization. The net change in the valuation allowance during the years ended December 31, 2017 and 2016 was an increase of $22,424 and $2,571, respectively.

In the normal course of business, the Company’s income tax returns are subject to examination by various taxing authorities. Such examinations may result in future tax and interest assessment by these taxing authorities. Accordingly, the Company believes that it is more likely than not that it will realize the benefits of tax positions it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with FASB ASC 740. Differences between the estimated and actual amounts determined upon ultimate resolution, individually or in the aggregate, are not expected to have a material adverse effect on the company’s financial position. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2017, tax years 2016 and 2017 remain open for examination by the IRS and California. The Company has received no notice of audit from the Internal Revenue Service or California for any of the open tax years.

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NOTE 10: SUBSEQUENT EVENTS

Management has evaluated the subsequent events through April 17, 2018, the date which the financial statements were available to be issued noting no items that would impact the accounting for events or transactions in the current period or require additional disclosures.

On January 17, 2018, the Company acquired Anvia (Australia) Pty Ltd, formerly known as Kasa Corporation (Australia) Pty Ltd, for all of its issued and outstanding shares of common stock on the date of acquisition. Upon completion of the acquisition, Anvia (Australia) Pty Ltd became a wholly-owned subsidiary of the Company. Anvia (Australia) Pty Ltd shall operate Anvia market and Anvia recruiters’ sites and business units in Australia and global markets.

The Company acquired Anvia (Australia) Pty Ltd from Nikolin Kasa, who is brother of Ali Kasa, President and Chief Executive Officer of Anvia Holdings Corporation. The acquisition was made in consideration of the Company issuing 5,000 shares of common stock valued at U.S $0.60 per share for a total consideration of $3,000, based on the fair value of the common stock on the date of acquisition.

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

  March 31, 2018  December 31, 2017 
   (UNAUDITED)     
ASSETS        
         
Current Assets        
Cash and cash equivalents $733  $468 
Accounts receivable  4,768   81,000 
Due from related parties  4,503   9,269 
         
Total Current Assets  10,004   90,737 
         
Computer software, net  27,000   28,500 
         
Other Assets        
 Prepaid deposits for acquisitions  55,297   23,200 
Total Other Assets  55,297   23,200 
         
Total Assets $92,301  $142,437 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable $9,276  $18,639 
Accounts payable - related party  -   10,500 
Accrued liabilities  37,534   29,614 
Payable to related party  3,000   3,000 
Payable to affiliate  -   4,120 
Total Current Liabilities  49,810   65,873 
         
Commitments and Contingencies (Note 6)        
         
Stockholders’ Equity        
Series A Preferred stock, $0.0001 par value, 20,000,000 shares authorized; 1,000 shares and none issued and outstanding at March 31, 2018 and December 31, 2017, respectively  -   - 
Common stock, $0.0001 par value, 100,000,000 shares authorized; 19,003,367 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively  1,900   1,900 
Discount on common stock  (500)  (500)
Additional paid in capital  158,471   158,471 
Stock subscriptions received in advance  420   420 
Accumulated other comprehensive loss  (343)  (278)
Accumulated deficit  (117,457)  (83,449)
Total Stockholders’ Equity  42,491   76,564 
         
Total Liabilities and Stockholders’ Equity $92,301  $142,437 

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

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

  For the Three Months Ended March 31, 
  2018  2017 
       
Revenue $17,839  $- 
         
Cost of Revenue  4,369   - 
         
Gross Profit  13,470   - 
         
Operating Expenses        
Consulting expenses  17,800   10,300 
Travel expenses  15,560   8,880 
Other general and administrative  12,347   5,720 
         
Total Operating Expenses  45,707   24,900 
         
Loss from Operations  (32,237)  (24,900)
         
Other Expense        
Foreign exchange loss  (1,771)  - 
Total Other Loss  (1,771)  - 
         
Loss before Income Tax  (34,008)  (24,900)
         
Provision for Income Tax  -   - 
         
Net Loss $(34,008) $(24,900)
         
Other Comprehensive Income        
Foreign currency translation gain  65   - 
         
Comprehensive Loss $(33,943) $(24,900)
         
Basic and Diluted Net Loss Per Share $(0.00) $(0.00)
         
Weighted Average Number of Shares Outstanding - Basic and Diluted  19,003,367   9,349,450 

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

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Three Months Ended March 31, 
  2018  2017 
Cash Flows from Operating Activities        
Net loss $(34,008) $(24,900)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:        
Redemption of common stock in connection with the change of control  -   (1,950)
Amortization of computer software  1,500   - 
Changes in operating assets and liabilities        
Accounts receivable  76,128   - 
Prepaid deposits  -   (4,278)
Accounts payable  (13,639)  - 
Accounts payable - related party  (10,500)  - 
Accrued liabilities  12,289   (1,729)
Net Cash Provided by (Used in) Operating Activities  31,770   (32,857)
         
Cash Flows from Investing Activities        
Net cash paid for earnest deposit for acquisitions  (52,853)  - 
Net Cash Used In Financing Activities  (52,853)  - 
         
Cash Flows from Financing Activities        
Cash proceeds advanced from related party  21,359   4,116 
Cash proceeds from stock subscriptions received in advance  -   475 
Cash proceeds from sale of common stock  -   29,275 
Net Cash Provided by Financing Activities  21,359   33,866 
         
Effect of exchange rate changes on cash  (11)  - 
         
Net Increase in Cash and Cash Equivalents  265   1,009 
         
Cash and Cash Equivalents, Beginning of the Period  468   - 
         
Cash and Cash Equivalents, End of the Period $733  $1,009 
         
Supplemental Disclosures of Cash Flow Information        
Cash paid for income taxes $-  $- 
Cash paid for interest $-  $- 
         
Supplemental Disclosure of Non-cash Investing and Financing Activities:        
Common stock subscriptions receivable $-  $1,277 
Common stock issued to founders for no consideration $-  $500 
Common stock to be issued for share exchange acquisition $3,000  $- 

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

ANVIA HOLDINGS CORPORATION AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

March 31, 2018

(Unaudited)

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us”, “we”, and “ANVIA” shall mean Anvia Holdings Corporation, a Delaware corporation.

Anvia Holdings Corporation (formerly Dove Street Acquisition Corporation) was incorporated on July 22, 2016 under the laws of the state of Delaware. The Company is engaged in the development and commercialization of web-based technology, the “Anvia Loyalty” and “Anvia Learning” mobile applications, and other intellectual property (collectively the “Anvia Technology”), as evidenced by the introduction of the Anvia Technology into the stream of commerce, and the Company’s commercial relationships with third parties.

On January 10, 2017, the Company effected a change of control by cancelling an aggregate of 19,500,000 shares of common stock of existing shareholders, issuing 5,000,000 shares of common stock to its sole officer and director; electing new officer and director and accepting the resignations of its then existing officers and directors. In connection with the change of control, the sole shareholder of the Company and its board of directors unanimously approved the change of the Company’s name from Dove Street Acquisition Corporation to Anvia Holdings Corporation.

On January 2, 2018, the Company entered into a stock-for-stock acquisition agreement (the “Acquisition”) with Anvia (Australia) Pty Ltd., an entity organized and incorporated under the laws of Australia. Pursuant to the terms of the Acquisition, the Company agreed to issue to the owner of Anvia (Australia) 5,000 shares of its common stock, valued at $0.60 per share as the fair value of the common stock, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange and restructuring of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the Company, is the spouse of Ms. Lindita Kasa, the sole shareholder of Anvia (Australia) Pty Ltd, prior to the acquisition. The Company issued the shares to Ms. Lindita Kasa on May 10, 2018.

Anvia (Australia) Pty Ltd specializes in designing and implementing a complete eco-system for tradesmen in Australia by sourcing, training and placing employees for its clients for agreed compensation. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts of its wholly-owned subsidiary, Anvia (Australia) Pty Ltd.

Basis of Presentation

The accompanying interim condensed consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at March 31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018. The consolidated balance sheets as of December 31, 2017 is derived from the Company’s audited financial statements.

Since the Company and Anvia (Australia) Pty Ltd were under Mr. Ali Kasa’s common control prior to the Acquisition on January 2, 2018, the Acquisition is accounted for as a restructuring transaction in accordance with generally accepted accounting principles (“GAAP”). The Company has recast prior period consolidated financial statements to reflect the conveyance of Anvia (Australia) Pty Ltd. to the Company as if the restructuring transaction had occurred as of the earliest date of the consolidated financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these interim condensed consolidated financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto contained in the Company’s 2017 Annual Report filed with the Securities and Exchange Commission on Form 10-K on April 17, 2018.

Going Concern

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated minimal revenue and has sustained operating losses since inception to date and allow it to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary financing to continue operations, and the attainment of profitable operations. The Company incurred a net loss of $34,008 for the three months ended March 31, 2018, had a working capital deficit of $39,806, and an accumulated deficit of $117,457 as of March 31, 2018 and $83,449 as of December 31, 2017. The Company incurred a net loss of $24,900 and negative cash flows from operating activities of $32,857 for the three months ended March 31, 2017, had a working capital deficit of $2,350 and accumulated deficit of $32,462 as of March 31, 2017. These factors, among others, raise a substantial doubt regarding the Company’s ability to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying consolidated financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following summary of significant accounting policies of the Company is presented to assist in the understanding of the Company’s financial statements. The financial statements and notes are the representation of the Company’s management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects and have been consistently applied in preparing the accompanying financial statements.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Anvia (Australia) Pty Ltd. All intercompany transactions and balances are eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts payable, accrued liabilities and payable to related party. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company had cash balances of $733 and $468 as of March 31, 2018 and December 31, 2017, respectively.

Accounts Receivable

Accounts receivable represent income earned from vocational training and education programs provided for the construction tradesmen to its customers for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and stated at the amount management expect to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay. The Company has recorded accounts receivable of $4,768 and $81,000 as of March 31, 2018 and December 31, 2017, respectively.

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable and prepaid deposits. The Company places its cash with high quality banking institutions. The Company does not have the cash balances in excess of Federal Deposit Insurance Corporation limit at March 31, 2018 and December 31, 2017, respectively.

Revenue Recognition

The Company provides vocational training and education for construction tradesman that need qualifications for roofing, plumbing, home renovation, electrical and carpentry. The Company’s training packages vary in price according to the different types of vocational training and education programs purchased by the customers. The Company recognizes revenue upon the completion of the vocational training courses and education programs offered to its customers. The Company recognizes as revenue any deposits previously received, as they are non-refundable upon commencement of the vocational training courses.

The Company’s revenue recognition policy is based on the revenue recognition criteria established in accordance with Accounting Standards Codification (ASC) 605. The criteria and how the Company satisfies each element are as follows: (1) persuasive evidence of an arrangement - the Company and the customer enters into a signed contract; (2) delivery has occurred - as noted above, upon the commencement of the training course, the deposit is non-refundable per the terms of the signed contract and upon completion of the course, the Company has provided all services to be delivered to the customer under the contract; (3) the price is fixed and determinable - the signed contract indicates a fixed dollar amount for the training for the courses enrolled by the customer; (4) collectability is reasonable assured - the Company receives as payment a deposit and the balance of the training upon the completion of the training course.

Foreign Currency Translation

The Company uses the United States dollar (“USD”) for financial reporting purposes. The Company maintains the books and records in its functional currency, being the primary currency of the economic environment in which its operations are conducted. For reporting purpose, the Company translates the assets and liabilities to U.S. dollars using the applicable exchange rates prevailing at the balance sheet dates, and the statements of income are translated at average exchange rates during the reporting periods. Gain or loss on foreign currency transactions are reflected on the income statement. Gain or loss on financial statement translation from foreign currency are recorded as a separate component in the equity section of the balance sheet and is included as part of accumulated other comprehensive income. The functional currency of the Company’s subsidiary in Australia is Australian Dollars (“AUD”).

The exchange rates used to translate amounts in AUD into USD for the purposes of preparing the financial statements were as follows:

March 31, 2018
Balance sheetAUD 1.00 to USD 0.77
Statement of operations and comprehensive lossAUD 1.00 to USD 0.79

December 31, 2017
Balance sheetAUD 1.00 to USD 0.78
Statement of operations and comprehensive lossAUD 1.00 to USD 0.77

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provide that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions .” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying condensed balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Earnings (Loss) Per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” . ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible note and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At March 31, 2018 and December 31, 2017, there were no convertible notes, options or warrants available for conversion that if exercised, may dilute future earnings per share.

Fair value of Financial Instruments and Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts receivable, prepaid deposit for acquisitions, accounts payable, accrued liabilities and payable to related party. Pursuant to ASC 820, “Fair Value Measurements and Disclosures”and ASC 825, “Financial Instruments” , the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Reclassifications

Certain classifications have been made to the prior year consolidated financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The FASB has issued numerous updates that provide clarification on a number of specific issues as well as requiring additional disclosures. The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance may be adopted through either retrospective application to all periods presented in the financial statements (full retrospective approach) or through a cumulative effect adjustment to retained earnings at the effective date (modified retrospective approach). The guidance was revised in July 2015 to be effective for emerging growth companies for annual and interim periods beginning on or after December 15, 2018. The Company is currently evaluating ASU 2014-09 and its impact on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. These amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. If an entity adopts the pending content that links to this paragraph in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash”. These amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. The Company has evaluated the impact of adopting ASU 2016-18 noting it will only impact the Company to the extent it has restricted cash in the future.

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220)—Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The amendments in this Update affect any entity that is required to apply the provisions of Topic 220, Income Statement-Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

NOTE 3 – PREPAID DEPOSITS FOR ACQUISITIONS

The Company had prepaid deposits of $55,297 and $23,200 at March 31, 2018 and at December 31, 2017, respectively. Prepaid deposits of $55,297 at March 31, 2018 consisted of (i) $35,297 prepayment for the acquisition of an entity named Global Institute of Vocational Education, located in Australia, specializing in designing, implementing and maintaining B2B software solutions for Anvia eco-system for tradesmen in Australia and globally; and (ii) $20,000 prepayment towards acquisition of an entity named All Crescent Sdn Bhd located in Malaysia. Prepaid deposits at December 31, 2017 consisted of (i) 20,000 prepaid to a third party towards acquisition of an entity named All Crescent Sdn Bhd located in Malaysia, and (ii) $3,200 prepayment towards acquisition of Global Institute of Vocational Education.

NOTE 4 – ACCRUED LIABILITIES

Accrued liabilities were comprised of the following:

  March 31, 2018  December 31, 2017 
Professional fees $20,857  $23,230 
Consulting fees  14,943   6,384 
Other accrued expenses  1,734   - 
Total $37,534  $29,614 

NOTE 5 – RELATED PARTY TRANSACTIONS

The related parties of the Company with whom transactions are reported in these financial statements are as follows:

Name of entity of individualRelationship with the Company and its subsidiary
Ali KasaDirector and CEO of the Company
Egnitus Australia Pty LtdEntity controlled by Mr. Ali Kasa
Lindita KasaSpouse of Ali Kasa and former sole shareholder of Anvia (Australia) Pty Ltd
Egnitus Holdings Pty LtdEntity controlled by Mr. Ali Kasa

Transactions

Accounts Payable

  March 31, 2018  December 31, 2017 
Egnitus Holdings Pty Ltd $-  $10,500 

Accounts payable was for the cost of training and consulting services provided to the Company’s customers.

Payable to Related Party

  March 31, 2018  December 31, 2017 
Lindita Kasa $3,000  $3,000 

Payable to Mrs. Lindita Kasa was for the cost of purchase of Anvia (Australia) Pty Ltd.

Payable to Affiliate

  March 31, 2018  December 31, 2017 
Egnitus Australia Pty Ltd $-  $4,120 

Payable to affiliate was for the Company’s working capital needs. Funds advanced to the Company are non-interest bearing, unsecured and due on demand.

Due from Related Parties

  March 31, 2018  December 31, 2017 
Ali Kasa $4,162  $6,807 
Egnitus Holdings Pty Ltd  341   - 
Egnitus Australia Pty Ltd  -   2,462 
  $4,503  $9,269 

The Company paid for travel and other expenses of Mr. Ali Kasa prior to the change in control that occurred on January 10, 2017. The Company deemed these expenses as personal expenses of the officer and recorded those amounts as due from the officer.

The amount due from related parties is non-interest bearing, unsecured and due on demand.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Legal Costs and Contingencies

In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received.

If a loss is considered probable and the amount can be reasonable estimated, the Company recognizes an expense for the estimated loss. If the Company has the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

NOTE 7 – STOCKHOLDERS’ EQUITY

The Company’s capitalization at March 31, 2018 was 100,000,000 authorized common shares with a par value of $0.0001 per share, and 20,000,000 authorized preferred shares with a par value of $0.0001 per share.

Common Stock

On January 2, 2018, the Company entered into a stock-for-stock acquisition agreement (the “Acquisition”) with Anvia (Australia) Pty Ltd, an entity organized under the laws of Australia. Pursuant to the terms of the Acquisition, the Company issued to the owner of Anvia (Australia) Pty Ltd 5,000 shares of its common stock, valued at $0.60 per share as the fair value of the common stock, in exchange for all of the issued and outstanding stock of Anvia (Australia) to complete the share exchange and restructuring of entities under common control. Mr. Ali Kasa, who is the officer, director and majority shareholder of the Company, is the spouse of Mrs. Lindita Kasa, the sole shareholder of Anvia (Australia) Pty Ltd, prior to the acquisition. The Company issued the shares to Ms. Lindita Kasa on May 10, 2018. The Company has recast prior period financial statements to reflect the conveyance of Anvia (Australia) to the Company as if the restructuring had occurred as of the earliest date of the consolidated financial statements.

As a result of all common stock issuances, the total issued and outstanding shares of common stock at March 31, 2018 and December 31, 2017 were 19,003,367.

Preferred stock

Series A Preferred Stock

The Company’s directors and officers have a beneficial ownership of the entire class of the Company’s Series A Preferred Stock, which voting together as a class, have the right to vote 51% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least 60% of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock.

 

Other than the Majority Voting Rights, our Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever; provided, however, thehe Series A Preferred Stock and the rights associated therewith, could act to prevent or delay a change in control.

 

TheIn February 2017, the Company issued 600 shares of Series A preferred stock to its President for total proceeds of $0.06, and 400 shares of Series A preferred shares to an officer and director for total proceeds of $0.04.

At March 31, 2018 and December 31, 2017, the Company has 1,000 shares of Series A Preferred Stock are held by Mr. Ali Kasapreferred stock issued and Mr. Waleed Ba Durik, the Company’s officers and directors.outstanding, respectively.

 

Market PriceNOTE 8 – SUBSEQUENT EVENTS

 

There is no public market forManagement has evaluated subsequent events through May 18, 2018, the Company’s common stock and there is no market price for the Company’s common stock.

Admission to Quotation on the OTC Bulletin Board

If and when the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board. There is no assurance that the Company will ever meet such qualifications. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. In addition, the Company must make available adequate current public information as required by applicable rules and regulations.

If the Company is not able to qualify for quotation on the OTC Bulletin Board or for other reasons, the Company may elect to have its securities initially traded in the OTC Markets Group Inc. (formerly the Pink OTC Markets, aka the “Pink Sheets”). The OTC Markets Group Inc. is the largest electronic marketplace for broker-dealers to trade unlisted stocks. In general there is greater liquidity for traded securities on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following the effectiveness of this registration statement.

Penny Stock Regulation

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

Transfer Agent

Equity Stock Transfer, located in New York, New York, serves as transfer agent for the Company’s common stock.

Dividends

The Company has not paid any dividends to date.

LEGAL MATTERS

Cassidy & Associates, Beverly Hills, California (“Cassidy & Associates”), has given its opinion as attorneys-at-law regarding the validity of the issuance of the Shares offered by the Company. A member of the law firm of Cassidy & Associates is an officer and director of Tiber Creek Corporation and may be considered the beneficial owner of the 250,000 shares of common stock of the Company owned by Tiber Creek Corporation.

Interest of Counsel

Cassidy & Associates, counsel for the Company, who has given an opinion upon the validity of the securities being registered and upon other legal matters in connection with the registration or offering of such securities, had, or is to receive in connection with the offering, a substantial interest in the Company and was connected with the Company through Dove Street Acquisition Corporation. James Cassidy, a partner of Cassidy & Associates, was a director and officer of Dove Street Acquisition Corporation prior to its change of control.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Company’s Certificate of Incorporation include an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders by reason of a breach of the director’s fiduciary except (i) for any breach of the director’s duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit.

The Bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification. Section 145 of the Delaware General Corporation Law (“DCL”) empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The Delaware General Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s by-laws, any agreement, vote of shareholders or otherwise.

The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The Certificate of Incorporation does not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act.

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE.

ANVIA HOLDINGS CORPORATION

FINANCIAL STATEMENTS

(For the Period from July 22, 2016 (Inception) to December 31, 2016)

Report of Independent Registered Public Accounting FirmF-1
Balance Sheet as of December 31, 2016F-2
Statement of Operations for the period from July 22, 2016 (Inception) to December 31, 2016F-3
Statement of Stockholders’ Deficit for the period from July 22, 2016 (Inception) to December 31, 2016F-4
Statement of Cash Flows for the period from July 22, 2016 (Inception) to December 31, 2016F-5
Notes to Financial StatementsF-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Anvia Holdings Corporation

(formerly Dove Street Acquisition Corporation)

We have audited the accompanying balance sheet of Anvia Holdings Corporation (the “Company”) as of December 31, 2016, and the related statements of operations, changes in stockholders’ deficit and cash flows for the Period from July 22, 2016 (Inception) to December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherdate the financial statements are free of material misstatement. The Company was not requiredwere available to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basisbe issued noting the following transactions that would impact the accounting for designing audit procedures that are appropriateevents or transactions in the circumstances, 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 audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.current period or require additional disclosures.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2016 and the results of its operations and its cash flows from July 22, 2016 (Inception) to December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

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 had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2, which includes the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KCCW Accountancy Corp.

Alhambra, California

April 11, 2017

ANVIA HOLDINGS CORPORATION

BALANCE SHEET

  December 31, 2016 
    
Current Assets    
Cash $- 
     
Total Assets $- 
     
Liabilities and Stockholders’ Deficit    
Current Liabilities    
Accrued liabilities $5,250 
Total Liabilities  5,250 
     
Stockholders’ Deficit    
Preferred Stock, $0.001 par value; 20,000,000 shares authorized; none issued and outstanding as of December 31, 2016.  - 
Common Stock, $0.001 par value; 100,000,000 shares authorized; 20,000,000 shares issued and outstanding at December 31, 2016.  2,000 
Additional paid-in capital  312 
Accumulated deficit  (7,562)
Total Stockholders’ Deficit  (5,250)
     
Total Liabilities and Stockholders’ Deficit $- 

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

ANVIA HOLDINGS CORPORATION

STATEMENT OF OPERATIONS

  For the Period from July 22, 2016 (Inception) to December 31, 2016 
    
Revenues $- 
Cost of revenues  - 
Gross profit  - 
     
Operating Expenses  7,562 
     
Operating Loss  (7,562)
     
Loss before income taxes  (7,562)
Income tax expense  - 
     
Net Loss $(7,562)
     
Loss per share – basic and diluted $(0.00)
     
Weighted average shares – basic and dilutes  20,000,000 

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

ANVIA HOLDINGS CORPORATION

STATEMENT OF STOCKHOLDERS’ DEFICIT

             Total 
        Additional     Stock- 
  Common Stock  Paid-In  Accumulated  holders’ 
  Shares  Amount  Capital  

Deficit

  Deficit 
                
Balance, July 22, 2016 (Inception)  -  $-  $-  $-  $- 
                     
Issuance of common stock for services  20,000,000   2,000   -   -   2,000 
                     
Stockholder contributed company expenses  -   -   312   -   312 
                     
Net loss  -   -   -   (7,562)  (7,562)
                     
Balance, December 31, 2016  20,000,000  $2,000  $312  $(7,562) $(5,250)

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

ANVIA HOLDINGS CORPORATION

STATEMENT OF CASH FLOWS

  For the period from July 22, 2016 (inception) to 
  December 31, 2016 
    
OPERATING ACTIVITIES    
     
Net loss $(7,562)
     
Non-Cash adjustments to reconcile loss to net cash:    
Expenses paid for by stockholder and contributed as capital  312 
Common Stock issued for services  2,000 
     
Changes in Operating Assets and Liabilities:    
Accrued liability  (5,250)
Net cash used in operating activities  - 
     
Net increase in cash  - 
     
Cash, beginning of period  - 
     
Cash, end of period $- 
     
SUPPLEMENTAL DISCLOSURES:    
     
Cash paid during the period for:    
Income Tax $- 
Interest $- 

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

ANVIA HOLDINGS CORPORATION

Notes to Financial Statements

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Anvia Holdings Corporation (formerly Dove Street Acquisition Corporation) (“Anvia” or the “Company”) was incorporated on July 22, 2016 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

In January, 2017, in anticipation of the subsequent change in control, the Company filed a Form 8-K announcing the change in its name to Anvia Holdings Corporation.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements. The Company has not earned any revenue from operations since inception. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in ASC 915, “Development Stage Entities.” Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception. The Company chose December 31 as its fiscal year end.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2016.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2016.

ANVIA HOLDINGS CORPORATION

Notes to Financial Statements

INCOME TAXES

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2016, there are no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

NOTE 2 - GOING CONCERN

The Company has not yet generated any revenue since inception to date and has sustained operating losses of $7,562 during the period from July 22, 2016 (Inception) to December 31, 2016. The Company had a working capital deficit of $5,250 and an accumulated deficit of $7,562 as of December 31, 2016. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

F-7 

ANVIA HOLDINGS CORPORATION

Notes to Financial Statements

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). The new guidance is intended to reduce diversity in practice by adding or clarifying guidance on classification and presentation of changes in restricted cash on the statement of cash flows. ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The amendments in this update should be applied retrospectively to all periods presented. The Company is currently evaluating the impact of adopting ASU 2016-18, which will only impact the Company if it has restricted cash in the future.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently in the process of evaluating the impact of ASU 2016-15 on its condensed financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is currently evaluating the impact of this accounting standard.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 4 - ACCRUED LIABILITIES

As of December 31, 2016, the Company had accrued professional fees of $5,250.

NOTE 5 - STOCKHOLDERS’ DEFICIT

On July 22, 2016,May, 2018, the Company issued 20,000,000 founders common stock to two directors and officers pro rata as founder shares for services rendered to the Company, valued at $0.0001 par value per share, for a total of $2,000. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2016, 20,000,000 shares of common stock and no preferred stock were issued and outstanding.

NOTE 6 - SUBSEQUENT EVENTS

On January 10, 2017, the Company effected a change of its control. The Company cancelled an aggregate of 19,500,000 shares of the then 20,000,000 shares of outstanding stock valued at par. James M. Cassidy resigned as the Company’s president, secretary and director and James McKillop resigned as the Company’s vice president and director. Ali Kasa was then named sole director of the Company and was named President, Secretary and Chief Financial Officer of the Company.

On January 11, 2017, the Company issued 5,000,0005,000 shares of its common stock to its then sole officer and director,Mr. Nikolin Kasa, brother of Mr. Ali Kasa. In March 2017, the Company issued 5,000,000 shares to Waleed Badurik for services. Mr. Badurik has been appointed a directorKasa, CEO of the Company, for $6,000 (or valued at $1.2 per share) of consulting and serves as Chief Technology Officer.

The Company designated 1,000 shares of its preferred stock as Series A Preferred Stock. The holders ofbusiness advisory services that will be performed within the Series A Preferred Stock voting as a class have a voting power equal to 51% of the total vote on all shareholder matters. In addition, the Company amended its bylaws to prohibit making any changes to the Series A designation without the affirmative vote of at least 66 2/3% of the outstanding shares of Series A. The Company issued 600 shares of its Series A Preferred Stock to Ali Kasa, a director and its president and 400 shares of its Series A Preferred Stock to Waleed Badurik, a director and its chief technology officer.

In March 2017, the Company issued an aggregate of an additional 8,763,367 shares of common stock to 32 investors pursuant to Regulation D of the Rules and Regulations of the Securities and Exchange Commission for an aggregate of $29,900.following year.

 

F-854 
 

 

PART II

 

Item 13. Other expenses of Issuance and Distribution

 

The following table sets forth the Company’s expenses in connection with this registration statement. All of the listed expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission.

 

Registration Fees $44.00 
Edgarizing fees $1,665 
Transfer agent fees $2,500 
Accounting fee $3,500 
Legal fees $- 

*To be updated.

Registration Fees $560.25 
Edgarizing fees $ 
Transfer agent fees $ 
Accounting fee $ 
Legal fees $- 

 

Item 14. Indemnification of Directors and Officers

 

Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the directors breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides for this limitation of liability.

Section 145 of the DGCL provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer employee or agent of another corporation or enterprise. The Company’s Certificate of Incorporation, By-Lawsindemnity may include expenses (including attorneys’ fees), judgments, fines and other contracts provide for indemnification of its officers, directors, agents, fiduciariesamounts paid in settlement actually and employees. These provisions allow the Company to pay for the expenses of these personsreasonably incurred by such person in connection with legal proceedings brought becausesuch action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, or were, a party to any threatened, pending or completed action or suit by or in the right of the person’s positioncorporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the Company,defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the personofficer, director, employee or agent is not ultimately adjudged to be liable to the Company for misconductcorporation. Where an officer or director is successful on the merits or otherwise in the action. Generally, no indemnification may be made wheredefense of any action referred to above, the corporation must indemnify him against the expenses which such officer or directors has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person has been determinedwho is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to have intentionally, fraudulently or knowingly violated the law.indemnify him under Section 145.

 

The Company doesindemnification rights set forth above shall not believebe exclusive of any other right which an indemnified person may have or hereafter acquire under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Insofar as indemnification for liabilities arising under the Securities Act may be provided for directors, officers, employees, agents or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the SEC is that such indemnification affectsis against public policy as expressed in the capacitySecurities Act, and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such person acting as officer, director or control person of the Company.issue.

 

Item 15. Recent Sales of Unregistered Securities

 

The Company has issued the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale.

 

Since inception, the Company has issued the following shares of common stock:

The Company issued 10,000,000 shares on its formation in July 2016 to each of James Cassidy and James McKillop of which all but 500,000 shares were redeemed pro rata.

 

On January 11, 2017, the Company issued 5,000,000 shares of its common stock to Ali Kasa, an officer and director of the Company for services rendered to the Company valued at $500, or $.0001 per share.

 

In February 2017, the Company issued to Ali Kasa an aggregate of 600 Series A Preferred Stock shares, at a price of $0.0001 per share, for total proceeds of $0.06.

 

In February 2017, the Company issued to Waleed Badurik an aggregate of 400 Series A Preferred Stock shares at a price of $0.0001 per share, for total proceeds of $0.04.

 

In March 2017, the Company issued 8,763,367 shares of its common stock to 32 shareholders in exchange for total proceeds of $29,900.

 

In March 2017, the Company issued 5,000,000 shares of its common stock to Waleed Badurik in exchange for services rendered to the Company valued at $500, or $.0001 per share.

 

In May 2017, the Company issued 140,000 shares of its common stock to 2 shareholders in exchange for total proceeds of $70,000.

In October 2017, the Company issued 100,000 shares of its common stock to 1 shareholders in exchange for total proceeds of $60,000.

In May, 2018, the Company issued 5,000 shares of its common stock to Mr. Nikolin Kasa, brother of Mr. Ali Kasa, CEO of the Company, for $6,000 (or valued at $1.2 per share) of consulting and business advisory services that will be performed within the following year.

 

Item 16. Exhibits and Financial Statement Schedules.

 

EXHIBITS

 

Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission)

 

3.1Certificate of Incorporation (filed as exhibit to the Form 10-12G)10-12G filed on August 9, 2016)
3.2By-laws (filed as exhibit to the Form 10-12G)10-12G filed on August 9, 2016)
3.3Sample stock certificate (filed as exhibit to the Form 10-12G)10-12G filed on August 9, 2016)
5.1**
3.4Certificate of Amendment filed with the Secretary of State of Delaware on January 12, 2017 (filed as exhibit to the Form S-1/A filed on June 22, 2017)
3.5Amended Bylaws (filed as exhibit to the Form S-1/A filed on June 22, 2017)
3.6Series A Preferred Stock Certificate of Designation (filed as exhibit to the Form 8-K filed on March 17, 2017)
5.1Opinion of Counsel on legality of securities being registered
10.1*
10.1Term Sheet by and between the Company and All Crescent Sdn Bhd. (filed as exhibit to the Form S-1 filed on May 2, 2017)
10.2Agreement by and between Ali Kasa and Tiber Creek Corporation dated May 12, 2016 (filed as exhibit to the Form S-1/A filed on June 22, 2017)
10.3Service Agreement by and between the Company and Eurojet Australia Pty Ltd dated May 23, 2017 (filed as exhibit to the Form S-1/A filed on June 22, 2017)
10.4Agreement by and between the Company and Egnitus Holding Pty Ltd (filed as exhibit to the Form S-1/A filed on June 22, 2017)
10.5Appointment Letter issued by Stanley Footwear Consortium Sdn Bhd (filed as exhibit to the Form S-1/A filed on June 22, 2017)
10.6Appointment Letter issued by YKGI Bhd (filed as exhibit to the Form S-1/A filed on June 22, 2017)
10.7Appointment Letter issued by Asteel Sdn Bhd (filed as exhibit to the Form S-1/A filed on June 22, 2017)
10.8Equity Financing Agreement dated June 5, 2018 with GHS Investments, LLC (filed as exhibit to Form 8-K on June 8, 2018)
10.9Registration Rights Agrmt. dated June 5, 2018 with GHS Investments, LLC (filed as exhibit to Form 8-K on June 8, 2018)
10.10Promissory Note for $40,000 dated June 5, 2018 with GHS Invest. LLC (filed as exhibit to form 8-K on June 8, 2018)
10.11Contract of Sale of Business dated January 19,2018 between the company and Global Institute of Vocational Education Pty Ltd. (filed as exhibit to Form 8-K on June 13, 2018)
10.12Securities Purchase Agreement with Labrys Fund, LP dated June 21, 2018 (filed as exhibit to Form 8-K on June 26, 2018)
10.13Convertible Promissory Note with Labrys Fund, LP dated June 21, 2018 (filed as exhibit to Form 8-K on June 26, 2018)
23.1*Consent of Independent PCOAB public accounting firm.
23.2**
23.2Consent of Attorney (filed as part of Exhibit 5.0)5.1)

 

*Filed herewith
**To be filed

 

Item 17. Undertakings

 

Pursuant to Rule 415 under the Securities Act of 1933 (as amended and updated from time to time)

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which it offers or sales securities, a post-effective amendment to this registration statement;

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any additional material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time to be the initial bona fide offering thereof.

 

(3). To remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering.

 

(4). That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

 

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to this offering, other than registration statements relying on Rule 403B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5). That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

 

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser.:

 

i Any preliminary prospectus or prospectus of the undersigned registrant relating to this offering required to be filed pursuant to Rule 424;

 

ii. Any free writing prospectus relating to this offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Undertaking Request for acceleration of effective date or filing of registration statement becoming effective upon filing.

 

The undersigned registrant hereby undertakes:

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Sydney, AustraliaGlendale, California on May 1, 2017.August 6, 2018.

 

 Anvia Holdings Corporation
  
 /s/ Ali Kasa
 Chief Executive Officer and TreasurerPresident

 

Pursuant toIn accordance with the requirements of the Securities Act of 1933, this registration statement has beenwas signed below by the following persons in the capacities and on the dates indicated.stated:

 

SignatureName CapacityTitle Date
     
/s/ Ali Kasa CEO, President, CFO & Director May 1, 2017
Ali Kasa

August 6, 2018

     
/s/ Waleed BadurikDhurata Toli DirectorFinancial Controller & Secretary May 1, 2017
Waleed Badurik

August 6, 2018