UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2016
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ________ to ________.
Commission file number: 000-55492
Andes 9, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 47-4694442 | |
| (State or other jurisdiction | (IRS Employer | |
| of incorporation or organization) | Identification number) | |
| Room 01 25/F Kerry CenterNo. 2008 Renmin South Rd Luohu District Shenzhen CityGuangdong China | N/A | |
| (Address of Principal Executive Offices) | (Zip Code) |
+86-755-2218-4466
(Registrant’s Telephone Number, Including Area Code)
Kerry Center 2501-2502 South Renmin Rd
Shenzhen Guangzhou F4 N-A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Nox
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐
As of November 21, 2016, there were 20,000,000 shares of the company’s common stock, par value $0.0001 per share, outstanding.
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| PART I – FINANCIAL INFORMATION. | 3 | |
| Item 1. | Financial Statements. | 3 |
| Condensed Balance Sheets - as of September 30, 2016 (unaudited) | 3 | |
| Condensed Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited) | 4 | |
| Condensed Statements of Cash Flows for the nine months ended September 30, 2016 and 2015(unaudited) | 5 | |
| Notes to Condensed Financial Statements (unaudited) | 6 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| Item 4 | Controls and Procedures | 11 |
| PART II – OTHER INFORMATION. | 12 | |
| Item 1. | Legal Proceedings | 12 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 |
| Item 3. | Defaults Upon Senior Securities | 12 |
| Item 5. | Other Information | 12 |
| Item 6. | Exhibits | 12 |
| SIGNATURES | 13 | |
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ANDES 9, INC.
| September 30, | December 31, | |
| 2016 | 2015 | |
| ASSETS | (unaudited) | (audited) |
| Current Assets: | ||
| Cash | - | - |
| Total Current Assets | - | - |
| TOTAL ASSETS | - | - |
| LIABILITIES & STOCKHOLDERS’ DEFICIT | ||
| Current Liabilities | ||
| Accounts payable | 6,985 | 1,626 |
| Total Current Liabilities | 6,985 | 1,626 |
| TOTAL LIABILITIES | 6,985 | 1,626 |
| Commitments and Contingencies | -. | -. |
| Shareholders' Deficit: | ||
| Preferred stock, ($0.0001 par value, 5,000,000 shares authorized; | - | - |
| none issued and outstanding.) | ||
| Common stock ($0.0001 par value, 100,000,000 shares authorized; | 2,000 | 1,000 |
| 20,000,000 and 10,000,000 shares issued and outstanding, for the period ending September 30, 2016 and December 31, 2015, respectively) | ||
| Additional paid-in capital | 19,416 | 1,250 |
| Accumulated deficit | (28,401) | (3,876) |
| Total Stockholders’ Deficit | (6,985) | (1,626) |
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | - | - |
The accompanying notes are an integral part of these unaudited condensed financial statements
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ANDES 9, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three months ended | Nine months ended | |||
| September 30, | September 30, | |||
| 2016 | 2015 | 2016 | 2015 | |
| Revenue | $ - | $ - | $ - | $ - |
| Operating Expenses: | ||||
| General and administrative expenses | 21,986 | 3,079 | 24,525 | 3,079 |
| Total operating expenses | 21,986 | 3,079 | 24,525 | 3,079 |
| Net loss from operations | (21,986) | (3,079) | (24,525) | (3,079) |
| Loss before income taxes | (21,986) | (3,079) | (24,525) | (3,079) |
| Provision for income taxes | - | - | - | - |
| $ (21,986) | $ (3,079) | $ (24,525) | $ (3,079) | |
| Net Loss | ||||
| Basic loss per share | (0.00) | (0.00) | (0.00) | (0.00) |
| Weighted average number of common shares outstanding | 10,108,696 | 10,000,000 | 10,036,496 | 10,000,000 |
The accompanying notes are an integral part of these unaudited condensed financial statements
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ANDES 9, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Nine Months | Nine Months | |
| Ended | Ended | |
| September 30, 2016 | September 30, 2015 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net loss | $ (24,525) | $ (3,079) |
| Adjustments to reconcile net loss to net | ||
| cash used in operating activities: | ||
| Changes in operating assets and liabilities: | ||
| Accounts payable | 5,359 | 1,079 |
| Net cash used in operating activities | (19,166) | (2,000) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | - | - |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Contributions from related party | 19,166 | 2,000 |
| Net cash provided by financing activities | 19,166 | 2,000 |
| Net increase (decrease) in cash | - | - |
| Cash at beginning of period | - | - |
| Cash at end of period | $ - | $ - |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
| Cash paid for interest | - | - |
| Cash paid for taxes | - | - |
The accompanying notes are an integral part of these unaudited condensed financial statements
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ANDES 9, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
| 1. | DESCRIPTION OF BUSINESS AND HISTORY |
Description of business. Andes 9, Inc. (the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2015, and has been inactive since inception. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
| 2. | SUMMARY OF SIGNIFICANT POLICIES |
The accompanying unaudited financial statements of the Company have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the audited financial statements in our Form 10-K filed on February 1, 2016.
The interim financial statements present the balance sheet, statements of operations and cash flows for the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
The interim financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2016 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.
Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.
Cash and cash equivalents. Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value.
Revenue Recognition. Revenue is only recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the price to the buyer is fixed or determinable, and (4) collectability is reasonably assured.
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Earnings (loss) per share. Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.
Stock-based compensation. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards Board (“FASB”) ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
Income taxes. The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.
The Company recorded valuation allowances on the net deferred tax assets. Management will reassess the realization of deferred tax assets based on the accounting standards for income taxes each reporting period. To the extent that the financial results of operations improve and it becomes more likely than not that the deferred tax assets are realizable, the Company will be able to reduce the valuation allowance.
Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes.
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Recent Accounting Pronouncements. The Company has evaluated recent pronouncements through Accounting Standards Updates (“ASU”) 2016-18 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.
| 3. | GOING CONCERN |
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had accumulated deficit of $28,401 as of September 30, 2016. The Company requires capital for its contemplated operational activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
In order to mitigate the risk related with this uncertainty, the Company plans to issue additional shares of common stock for cash and services during the next 12 months.
| 4. | STOCKHOLDERS’ EQUITY |
Preferred Stock. The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. As of September 30, 2016, no shares of preferred stock had been issued.
Common Stock - The Company is authorized to issue 100,000,000 shares of $0.0001 par value common stock. As of September 30, 2016, 20,000,000 shares were issued and outstanding.
Upon formation of the Company on July 27, 2015, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company. In addition, the founding shareholder made a contribution of $1,000 to the Company for the period ended June 30, 2016, which is recorded as additional paid-in capital.
Subsequently, and as previously reported on Form 8K, on September 12, 2016 the Company entered into a Subscription Agreement with Dongzhi Zhang for the purchase of 20 million shares of its restricted common stock at a price of $0.0001 per share. The sale was the result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. Richard Chiang, our then sole shareholder, officer and director, and the Company agreed to the redemption of 10,000,000 shares of the Company’s common stock at par value, i.e. $1,000, which had previously been issued to Mr. Chiang.
| 5. | COMMITMENT |
There is no commitment or contingency to disclose during the period ended September 30, 2016.
| 6. | SUBSEQUENT EVENTS |
Management has evaluated subsequent events up to and including November 21, 2016, which is the date the statements were made available for issuance and determined there are no reportable subsequent events.
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Special Note Regarding Forward-Looking Statements
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 (the "business combination"). 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 business.
The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.
The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.
Results of Operations
Nine Months Ended September 30, 2016
Revenues
For the nine months ended September 30, 2016, we had no revenues. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans or capital contributions from our existing sole shareholder.
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Operating Expenses
General and administrative expenses were $24,525 for the period ended September 30, 2016.
Net Loss
Our net loss for the period ended September 30, 2016 was $24,525.
Liquidity
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As of September 30, 2016, we had cash of $0 and total liabilities of $6,985. Our cash flows from operating activities for the nine months ended September 30, 2016 resulted in cash used of $19,166. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. Our cash flow provided by financing activities for the nine months ended September 30, 2016 was $19,166. The Company has a working capital deficiency of $6,985 and a shareholders’ deficit of $6,985 at September 30, 2016.
Over the next 12 months we expect to expend approximately $10,000 in cash for legal, accounting and related services. Cash used for other expenditures is expected to be minimal. We hope to be able to attract suitable investors for our business plan, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts.
We expect to be able to secure capital through advances from our existing shareholder in order to pay expenses such as filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.
The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for acquiring suitable partners or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, 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 we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our 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 issuing stock in lieu of cash, which may also result in dilution to existing stockholders.
Operating Capital and Capital Expenditure Requirements
Our controlling shareholder expects to advance us additional funding for operating costs in order to implement our business plan on an as needed basis. As such, our operating capital is currently limited to the resources of our controlling shareholder and are subject to our shareholder’s continued willingness to provide additional loans. The loans from our controlling shareholder are unsecured and non-interest bearing and have no set terms of repayment. We anticipate receiving additional capital should we be able to have our securities actively trading on a public exchange.
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Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
Based on an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of September 30, 2016, the Company’s Chief Executive Officer and Chief Financial Officer (its principal executive officer and principal financial and accounting officer) has concluded that the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all controls systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended September 30, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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| Item 1. | Legal Proceedings. |
None.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
| Item 3. | Defaults Upon Senior Securities. |
None.
| Item 5. | Other Information. |
None.
| Item 6. | Exhibits. |
| Number | Description | |
| 31.1* | Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Section 302 | |
| 31.2* | Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Section 302 | |
| 32.1** | Certification Pursuant To 18 U.S.C. Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
** Filed herewith.
** Furnished herewith
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Andes 8, Inc. | ||
| Dated: November 21, 2016 | By: | /s/ Dongzhi Zhang |
| Name: | Dongzhi Zhang | |
| Title: | Chief Executive Officer
| |
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