UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2018
OR
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[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission file number 333-182113
____________________________
ANDO HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
| | |
Nevada (State or other jurisdiction of incorporation or organization) | | 47-4933278 (I.R.S. Employer Identification Number) |
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong 00000
(Address of principal executive offices)
+852 23519122
(Issuer’s telephone number, including area code)
_________
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company”, in Rule 12b-2 of the Exchange Act.
| | |
Large accelerated filer [ ] | | Accelerated filer [ ] |
Non-accelerated filer [ ] | | Smaller reporting company [X] |
(Do not check if smaller reporting company) | | Emerging growth company [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
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Class | | Outstanding at May 10, 2018 |
| | |
Common Stock, par value $.001 per share | | 12,000,000 shares |
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ANDO HOLDINGS LTD.
TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Ando Holdings Ltd.
fka PC Mobile Media Corp.
Condensed Balance Sheets
(Unaudited)
| | | | | | | |
| March 31, 2018 | | September 30, 2017 |
| | | |
ASSETS | | | |
| Current Assets | | | |
| | Cash | $ | - | | $ | - |
| | Prepaid Expenses | | 2,865 | | | 7,900 |
| Total Current Assets | | 2,865 | | | 7,900 |
TOTAL ASSETS | $ | 2,865 | | $ | 7,900 |
| | | | | |
LIABILITIES & STOCKHOLDERS' DEFICIT | | | | | |
| Current Liabilities | | | | | |
| | Accounts Payable & Accrued Expenses | $ | 400 | | $ | 2,500 |
| | Related Party Loans | | 27,870 | | | 14,150 |
| | Total Current Liabilities | | 28,270 | | | 16,650 |
| TOTAL LIABILITIES | | 28,270 | | | 16,650 |
| | | | | | |
| STOCKHOLDERS' DEFICIT | | | | | |
| | Common Stock, $0.001 Par Value Authorized Common Stock 75,000,000 shares at $0.001 | | | | | |
| | Issued and Outstanding 12,000,000 Common Shares at March 31, 2018 and September 30, 2017 | | 12,000 | | | 12,000 |
| | Additional Paid In Capital | | 58,840 | | | 58,840 |
| Accumulated Deficit | | (96,245) | | | (79,590) |
| TOTAL STOCKHOLDERS' DEFICIT | | (25,405) | | | (8,750) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ | 2,865 | | $ | 7,900 |
The accompanying notes are an integral part of these unaudited financial statements.
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Ando Holdings Ltd.
fka PC Mobile Media Corp.
Condensed Statements of Operations
(Unaudited)
| | | | | | | | | | | | |
| Three months ended March 31, 2018 | | Three months ended March 31, 2017 | | Six months ended March 31, 2018 | | Six months ended March 31, 2017 |
| | | | | | | |
REVENUE | | | | | | | |
| Revenues | $ | - | | $ | 6,000 | | $ | - | | $ | 10,000 |
Total Revenues | $ | - | | $ | 6,000 | | $ | - | | $ | 10,000 |
| | | | | | | | | | | |
EXPENSES | | | | | | | | | | | |
| General and Administrative | | 3,495 | | | 1,305 | | | 7,070 | | | 2,530 |
| Professional Fees | | 3,550 | | | 1,200 | | | 9,585 | | | 5,050 |
Total Expenses | | 7,045 | | | 2,505 | | | 16,655 | | | 7,580 |
LOSS FROM OPERATIONS | | (7,045) | | | (2,505) | | | (16,655) | | | (7,580) |
| | | | | | | | | | | |
| Provision for Income Taxes | | - | | | - | | | - | | | - |
| | | | | | | | | | | | |
NET INCOME (LOSS) | $ | (7,045) | | $ | 3,495 | | $ | (16,655) | | $ | 2,420 |
| | | | | | | | | | | |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ | (0.00) | | $ | 0.00 | | $ | (0.00) | | $ | 0.00 |
| | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | 12,000,000 | | | 12,000,000 | | | 12,000,000 | | | 12,000,000 |
The accompanying notes are an integral part of these unaudited financial statements.
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Ando Holdings Ltd.
fka PC Mobile Media Corp.
Condensed Statements of Cash Flows
(Unaudited)
| | | | | | | |
| Six months ended March 31, 2018 | | Six months ended March 31, 2017 |
| | | |
OPERATING ACTIVITIES | | | |
| Net Income (Loss) | $ | (16,655) | | $ | 2,420 |
| Adjustments to reconcile Net Loss | | | | | |
| to net cash provided by operations: | | | | | |
| | Decrease in Prepaid Expenses | | 5,035 | | | - |
| | Increase in Accounts Receivable | | - | | | (4,000) |
| | Increase (decrease)in AP & Accrued Expenses | | (2,100) | | | 1,600 |
| Net cash provided by/used in Operating Activities | $ | (13,720) | | $ | 20 |
| | | | | |
| FINANCING ACTIVITIES | | | | | |
| | Related Party Loans | | 13,720 | | | - |
| Net cash provided by Financing Activities | $ | 13,720 | | $ | - |
| | | | | |
Net increase in Cash for period | | - | | | 20 |
Cash at beginning of period | | - | | | 4,050 |
Cash at end of period | $ | - | | $ | 4,070 |
| | | | | |
| | | | | |
Supplemental Cash Flow Information and noncash Financing Activities: | | | | | |
| Cash paid for interest | $ | - | | $ | - |
| Expenses paid by related party on behalf of the Company | $ | 13,720 | | $ | - |
The accompanying notes are an integral part of these unaudited financial statements.
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Ando Holdings Ltd.
fka PC Mobile Media Corp.
Notes to the Condensed Unaudited Financial Statements
March 31, 2018
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Ando Holdings Ltd. fka PC Mobile Media Corp. (“Ando Holdings Ltd. fka PC Mobile Media Corp.” or the “Company”) was incorporated in the State of Nevada on August 22, 2015 and its fiscal year end is September 30. The primary business of the company was previously to offer mobile billboard display advertising. After thorough discussion and analysis on the mobile billboard industry, the Company has decided to terminate its plans in the industry.
The Company is currently pursuing other business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business. As of March 31, 2018, there has been no major progress regarding these acquisitions.
On June 28, 2017, Paul Conforte, the holder of an aggregate of 8,000,000 shares of Common Stock of PC Mobile Media Corp sold all 8,000,000 Shares to twelve (12) purchasers for a total price of $275,000 or $.034 per share. As a result, a change of control occurred which resulted in the purchasers owning approximately 66.67% of the issued and outstanding shares of the Company. In addition, per an Assignment of Rights and Assumption of Liabilities Agreement, dated June 28, 2017, Mr. Conforte retained all assets and assumed all liabilities of the Company through June 30, 2017.
On the same day, Mr. Conforte resigned all officer positions, including Chairman of the Board. Lam Chi Kwong Leo was appointed Chairman of the Board and Chief Executive Officer. Lee Hiu Lan was appointed as Secretary, Treasurer, and Chief Financial Officer. Chan Tung Ngai and Hu Jiasheng were both appointed as a Director. The appointments were effective on June 28, 2017. At present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.
On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada, changing the Company’s name from PC Mobile Media Corp. to Ando Holdings Ltd. As of September 25, 2017, FINRA accepted the name change and issued ADHG as the new trading symbol of the Company.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period from inception on August 22, 2015 through March 31, 2018, the Company has had minimal operations, and has accumulated a deficit of $96,245. In view of this, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to continue operations and to achieve a level of profitability large enough to cover the Company’s expenses. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities, with some additional funding from other traditional financing sources, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The officers and directors have agreed to advance funds to the Company to meet its obligations.
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NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements present the balance sheets, statements of operations and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2017 audited financial statements. The results of operations for the period ended March 31, 2018 are not necessarily indicative of the operating results for a full year.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.
Advertising
Advertising costs are expensed as incurred. As of March 31, 2018 and 2017, no advertising costs have been incurred.
Property
The Company does not own or rent any property. The office space is provided by the CEO at no charge.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalent. At March 31, 2018 and September 30, 2017, the Company had $0 and $0 in cash, respectively.
Accounts Receivable
Accounts receivable are measured at amortized cost and shown net of allowance for doubtful accounts. At
March 31, 2018 and September 30, 2017, the Company had $0 and $0 in accounts receivable, and $0 and $0 in allowance for doubtful accounts, respectively.
Revenue and Cost Recognition
The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:
·
persuasive evidence of an arrangement exists
·
the product has been shipped or the services have been rendered to the customer
·
the sales price is fixed or determinable
·
collectability is reasonably assured
For the three months ended March 31, 2018 and 2017, the Company realized revenue in the amount of $0 and $6,000, respectively. For the six months ended March 31, 2018 and 2017, the Company realized revenue in the amount of $0 and $10,000, respectively.
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Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.
ASU Update 2014-09 Revenue from Contracts with Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers on an effective date after March 31, 2018 will be evaluated as to impact and implemented accordingly.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has adopted this standard and has included the appropriate disclosures in Note 2 to these financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our financial statements.
In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of this new requirement on the cash flows of the Company.
The Company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statement.
NOTE 4 - CAPITAL STOCK
The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At both March 31, 2018 and September 30, 2017, 12,000,000 common shares were issued and outstanding.
On September 22, 2015, the Company issued 5,750,000 Founder’s shares at $0.001 per share (par value) for total cash of $5,750.
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On September 22, 2015, the Company issued 2,250,000 shares for services provided since inception. These shares were issued at $0.001 per share (par value) for services valued at $2,250.
During the quarter ended June 30, 2016, the Company issued 4,000,000 shares to 27 shareholders at $0.01 per share for total cash of $40,000.
On June 30, 2017, the former shareholder released the debt owed to him in the amount of $22,840, per the June 28, 2017 Assignment of Rights and Assumption of Liabilities Agreement. This amount is represented in the financial statements as Contributed Capital.
At March 31, 2018, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
At March 31, 2018 and September 30, 2017, an affiliate has paid expenses on behalf of the Company in the amount of $27,870 and $14,150, respectively. The loans are unsecured, payable on demand, and carry no interest.
The Company does not own or rent any property. The office space is provided by the CEO at no charge.
NOTE 6 - PREPAID EXPENSES
Transfer agent fees and OTCQB annual fees are included as prepaid expenses. These expenses are stated at acquisition cost and are charged to expense over the periods the Company expects to benefit from them. At March 31, 2018 and September 30, 2017, the Company has prepaid expenses of $2,865 and $7,900, respectively.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
On March 18, 2017, Ando Capital Investment Limited engaged Acorn Assets & Equity Limited to identify and precipitate the purchase of a public company through a Consulting Agreement. On August 29, 2017, a supplement to the Consulting Agreement was signed to clarify certain terms of the agreement. The supplementary document states that the transfer agent fees incurred in the purchase, such as cancelation or issuance of share certificates, new CUSIP application, and printing of new share certificate templates, will be paid by Acorn Assets & Equity Limited until the completion of the initial Consulting Agreement.
At March 31, 2018 and September 30, 2017, Acorn Assets & Equity Limited has paid transfer agent fees in the amounts of $3,830 and $1,215, respectively, on behalf of Ando Holdings Ltd.
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this report and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.
Plan of Operation
Ando Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in the state of Nevada on August 22, 2015. The primary business of the company was previously to offer mobile billboard display advertising. After thorough discussion and analysis on the mobile billboard industry, the Company has decided to terminate its plans in the industry.
The Company is currently pursuing other business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business. As of March 31, 2018, there has been no major progress regarding these acquisitions.
Results of Operations for the Three Months Ended March 31, 2018 Compared to the Three Months Ended March 31, 2017
Revenues. The Company’s revenues were $0 for the three-month period ended March 31, 2018 as compared to $6,000 for the three-month period ended March 31, 2017. The change in revenue is due to a mobile advertising contract which was executed in October 2016 being terminated in April 2017. All revenue relating to the contract was received prior to September 30, 2017.
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Selling, General and Administrative Expenses. Selling, general and administrative expenses for the three-month period ended March 31, 2018 were $3,495 as compared to $1,305 for the three-month period ended March 31, 2017. General and administrative expenses increased due to additional transfer agent fees caused by the change of control.
Professional Fees. Professional Fees for the three-month period ended March 31, 2018 were $3,550 as compared to $1,200 for the three-month period ended March 31, 2017. The increase was due to the increase in auditing and consulting fees caused by the change of control.
Results of Operations for the Six Months Ended March 31, 2018 Compared to the Six Months Ended March 31, 2017
Revenues. The Company’s revenues were $0 for the six-month period ended March 31, 2018 as compared to $10,000 for the six-month period ended March 31, 2017. The change in revenue is due to a mobile advertising contract which was executed in October 2016 being terminated in April 2017. All revenue relating to the contract was received prior to September 30, 2017.
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the six-month period ended March 31, 2018 were $7,070 as compared to $2,530 for the six-month period ended March 31, 2017. General and administrative expenses increased due to additional transfer agent fees caused by the change of control.
Professional Fees. Professional Fees for the six-month period ended March 31, 2018 were $9,585 as compared to $5,050 for the six-month period ended March 31, 2017. The increase was due to the increase in auditing and consulting fees caused by the change of control.
Liquidity and Capital Resources
We measure our liquidity in a number of ways, including the following:
| | | | | |
| As of | | As of |
| March 31, 2018 | | September 30, 2017 |
Cash | $ | -- | | $ | -- |
Prepaid Expenses | | 2,865 | | | 7,900 |
Related Party Loans | | 27,870 | | | 14,150 |
Working Deficit | | (25,405) | | | (8,750) |
Total Current liabilities | $ | 28,270 | | $ | 16,650 |
The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period from inception on August 22, 2015 through March 31, 2018, the Company has had minimal operations, and has accumulated a deficit of $96,245. In view of this, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to continue operations and to achieve a level of profitability large enough to cover the Company’s expenses. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities, with some additional funding from other traditional financing sources, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern.
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The officers and directors have agreed to advance funds to the Company to meet its obligations.
Impact of Inflation
We believe that the rate of inflation has had negligible effect on our operations. We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, whenever deemed necessary and by operating our Company in the most efficient manner possible.
Net Cash Used in Operating Activities
We experienced net cash used in operating activities for the six-month period ended March 31, 2018 of $13,720 due to cash used to fund a net loss of $16,655. We experienced net cash provided by operating activities of $20 for the six-month period ended March 31, 2017 due to cash used to fund a net loss of $2,420 and offset by an increase in accounts payable.
Net Cash Used in Investing Activities
The net cash used in investing activities during the six-month periods ended March 31, 2018 and 2017 was $0.
Net Cash Provided by Financing Activities
Net cash provided by financing activities during the six-month period ended March 31, 2018 was $13,720 due to a related party making payments on the Company’s behalf, and $0 during the six-month period ended March 31, 2017.
Availability of Additional Funds
Based on our working capital deficit as of March 31, 2018 and zero revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through September 2018.
Critical Accounting Policies and Estimates
Our unaudited interim financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of unaudited interim financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the unaudited interim financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.
Material Commitments
There was no material commitment during the six-month period ended March 31, 2018.
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Recent Accounting Pronouncements
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has adopted this standard and has included the appropriate disclosures in Note 2 to these financial statements.
The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.
Off Balance Sheet Arrangements
As of March 31, 2018, we had no off balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Disclosure under this section is not required for a smaller reporting company.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at March 31, 2018. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
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Management's Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:
·
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.
·
Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
(a) Exhibits
| | |
Exhibit No. | | Description |
| | |
Exhibit 31.1 | | 302 Certification - Lam Chi Kwong Leo |
| | |
Exhibit 32.1 | | 906 Certification - Lam Chi Kwong Leo and Lee Hiu Lan |
(b) Reports of Form 8-K
None
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of May 2018.
ANDO HOLDINGS LTD.
By: /s/ Lam Chi Kwong Leo
Lam Chi Kwong Leo
Chief Executive Officer, President, Chairman and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
Signature | | Title | | Date |
| | | | |
/s/ Lam Chi Kwong Leo Lam Chi Kwong Leo | | Chief Executive Officer, President, Chairman and Director | | May 11, 2018 |
| | | | |
/s/ Lee Hiu Lan Lee Hiu Lan | | Chief Financial Officer, Treasurer, Secretary and Director | | May 11, 2018 |
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Ando Holdings Ltd.
Index to Exhibits
| | |
Exhibit No. | | Description |
| | |
Exhibit 31.1 | | 302 Certification - Lam Chi Kwong Leo |
| | |
Exhibit 32.1 | | 906 Certification - Lam Chi Kwong Leo and Lee Hiu Lan |
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