The accompanying notes are an integral part of these unaudited financial statements.
The accompanying notes are an integral part of these unaudited financial statements.
Notes to the Condensed Consolidated Unaudited Financial Statements
December 31, 2018
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Ando Holdings Ltd. (Ando Holdings Ltd. or the Company) was incorporated in the State of Nevada on August 22, 2015 and its fiscal year end is September 30. The Company is currently pursuing business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business. As of December 31, 2018, there has been no major progress regarding these acquisitions.
On November 15, 2018, the Company created Ando Automobile Technology Limited, a Hong Kong company. The Company intends this fully-owned subsidiary to operate as an automobile trading company, trading in foreign-made automobiles to be shipped to Chinese buyers directly. As of December 31, 2018, this subsidiary has no operations.
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 December 31, 2018, the Company has had minimal operations, and has accumulated a deficit of $136,543. In view of this, the Companys ability to continue as a going concern is dependent upon the Companys ability to continue operations and to achieve a level of profitability large enough to cover the Companys 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 Companys ability to continue as a going concern within one year after the date that the financial statements are issued.
The officers and directors have agreed to advance funds to the Company to meet its obligations.
NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements present the balance sheets, statements of operations and cash flows of the Company and its fully-owned subsidiary. 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 consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Companys September 30, 2018 audited financial statements. The results of operations for the period ended December 31, 2018 are not necessarily indicative of the operating results for a full year.
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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 December 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 December 31, 2018 and September 30, 2018, the Company had $11,473 and $0 in cash, respectively.
Net Loss per Shared
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entitys Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entitys 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 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.
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Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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 December 31, 2018 and September 30, 2018, 12,000,000 common shares were issued and outstanding.
On September 22, 2015, the Company issued 5,750,000 Founders shares at $0.001 per share (par value) for total cash of $5,750.
On September 22, 2015, the Company issued 2,250,000 shares for services provided since inception. These shares were issued at $0.001 per share (par value) for services valued at $2,250.
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 December 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 December 31, 2018 and September 30, 2018, an affiliate has paid expenses on behalf of the Company in the amount of $77,951 and $48,958, 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
OTCQB fees are included as prepaid expenses at December 31, 2018 and September 30, 2018. These expenses are stated at cost and are charged to expense over the periods the Company expects to benefit from them. At December 31, 2018 and September 30, 2018, the Company has prepaid expenses of $6,000 and $9,000, respectively.
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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 December 31, 2018 and September 30, 2018, 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.
On November 7, 2018, the Company entered into a Consulting Agreement with Greenpro Financial Consulting Ltd. (Greenpro) to advise on the required procedures for the issuance of bond. Greenpros responsibilities include the drafting and preparation of the Bond Subscription Agreement and Bond Form 8-K, along with the legal fees relevant to the Bond 8-K
The Company agreed to pay Greenpro a fee of $10,000, $7,000 to be paid within seven (7) days of execution of the agreement, and $3,000 to be paid within seven (7) days of the submission of the Form 8-K related to the issuance of bond. At December 31, 2018 and September 30, 2018, the Company has paid Greenpro $7,000 and $0, respectively.
From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Companys financial position or results of operations.
NOTE 8 - SUBSEQUENT EVENTS
On February 5, 2019, the Company filed a Form 8-K after entering into a Note Purchase Agreement with investors Lin Su Hu. Pursuant to this agreement, the Company issued a promissory note to Lin Su Hu for $50,000, at 10% interest per annum, with a maturity date of February 1, 2020.
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