Notes to the Condensed Consolidated Unaudited Financial Statements
June 30, 2019
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Ando Holdings Ltd. (Ando Holdings Ltd. or the Company) formerly known as PC Mobile Media Corp. 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 June 30, 2019, 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 June 30, 2019, 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 June 30, 2019, the Company has had minimal operations, and has accumulated deficit of $157,469. 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, and changes in stockholders' deficit, 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 three- and nine-month periods ended June 30, 2019 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. For the nine months ended June 30, 2019 and 2018, no advertising costs have been incurred.
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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 June 30, 2019 and September 30, 2018, the Company had $60,814 and $0 in cash and cash equivalents, respectively.
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.
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 Companys 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 June 30, 2019 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 28, 2017 (Closing Date), Mr. Paul Conforte, the holder of an aggregate of 8,000,000 shares of Common Stock (Shares) of PC Mobile Media Corp, representing approximately 66.67% of the issued and outstanding Shares of the Company as of the Closing Date, sold all 8,000,000 Shares to twelve (12) purchasers, for a total price of $275,000 or $.034 per Share. As a result, on the Closing Date, a change of control occurred which resulted in the Purchasers owning, in the aggregate, Common Stock representing approximately 66.67% of the issued and outstanding Shares of the Company (based on a total of 12,000,000 issued and outstanding Shares.)
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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 June 30, 2019 and September 30,2018, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
At June 30, 2019 and September 30, 2018, an affiliate has paid expenses on behalf of the Company in the amount of $106,026 and $48,958, respectively. The loans are unsecured, payable on demand, and carry no interest.
On February 1, 2019, the Company entered into a Note Purchase Agreement with an accredited related investor Lin Su Hui. Pursuant to this agreement, the Company issued a promissory note to Lin Su Hui for $50,000, at 10% interest per annum, with a maturity date of February 6, 2020. Per the agreement, the note began to accrue interest 5 days after the February 1, 2019 effective date. The interest on the note is to be paid monthly. At June 30, 2019 and September 30, 2018, the Company has paid interest of $1,577 and $0, and has accrued interest of $417 and $0, respectively.
Total related party loans as described as above as of June 30, 2019 and September 30, 2018 are $156,026 and $48,958, respectively.
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 June 30, 2019 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 June 30, 2019 and September 30, 2018, the Company has prepaid expenses of $12,400 and $9,000, 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 June 30, 2019 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 June 30, 2019 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.
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