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: ~~DECEMBER~~MARCH 31, ~~2010~~2011

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES

AND EXCHANGE ACT OF 1934

THE ANDINA GROUP, INC.

(Name of Small Business Issuer in its Charter)


Nevada	000-54032	20-1445018
(State or jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

179 South 1950 East, Layton UT 84040

(Address number principal executive offices)

((801) 558-2110

(Issuer’s telephone number)

Check 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 R 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 £ No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:


Large accelerated filer £	Accelerated filed £	Non-accelerated filer £	Smaller reporting company R

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R

As of ~~January~~May 251, 2011, the registrant had 6,146,600 shares of common stock outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

1312

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors

Item 2. Unregis tered Sales of Equity Securities and Use of Proceeds.

Item 3. Defaults Upon Senior Securities

Item 4 [Removed and Reserved]

Item 5. Other Information.

Item 6. Exhibits.

SIGNATURES

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

UNAUDITED FINANCIAL STATEMENTS

~~December~~March 31, ~~2010~~2011

Balance Sheets

Statements of Operations for the Three and ~~Six~~Nine Months ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010

and for the period June 17, 2004 (Inception) to ~~December~~March 31, ~~2010~~2011

Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010

and for the period June 17, 2004 (Inception) to ~~December~~March 31, ~~2010~~2011

Notes to Financial Statements

THE ANDINA GROUP, INC.

(A Development Stage Company)

BALANCE SHEETS

		DEC 31, 2010		JUN 30, 2010
		MAR 31, 2011		JUN 30, 2010
		(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash	$	504,096	$	19
Total Current Assets		50		19
Accounts receivable		-		-
TOTAL ASSETS	$	50	$	19
Total Current Assets		4,096		19
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Assets	$	4,096	$	19
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	11,000	$	9,031
Accounts Payable	$	5,422	$	9,031
Total Current Liabilities		115,~~000~~422		9,031
Total Liabilities		115,~~000~~422		9,031
STOCKHOLDERS' DEFICIT
Preferred Stock, $0.001 par, 10,000,000 authorized, -0- shares issued and outstanding		0		0
Common Stock, $0.001 par, 50,000,000 authorized, 6,146,600 shares issued and outstanding		6,147		6,147
Common Stock, $0.001 par, 50,000,000 shares authorized, 6,146,600 shares issued and outstanding at December 31, 2010 and June 30, 2010		6,147		6,147
Additional paid-in capital		106,110		106,110
Deficit Accumulated during the Development Stage		(123,207)		(121,269)
Deficit accumulated during the development stage		(113,583)		(121,269)
Total Stockholders' Deficit		(101,~~950~~326)		(9,012)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	50	$	19
Total Liabilities and Stockholders' Deficit	$	4,096	$	19

The accompanying notes are an integral part of these financial statements

THE ANDINA GROUP, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Three and ~~Six~~Nine Months Ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010 and the

~~and the~~ Period June 17, 2004 (Inception) to ~~December~~March 31, ~~2010~~2011

(Unaudited)

			THREE MONTHS ENDED DEC 31, 2010		THREE MONTHS ENDED DEC 31, 2009		SIX MONTHS ENDED DEC 31, 2010		SIX MONTHS ENDED DEC 31, 2009		INCEPTION ON JUN 17, 2004 TO DEC 31, 2010
			Three months ended MAR 31, 2011		Three months ended MAR 31, 2010		Nine months ended MAR 31, 2011		Nine months ended MAR 31, 2010		JUN 17, 2004 (date of inception) to MAR 31, 2011
STATEMENTS OF OPERATIONS
	REVENUES
	Service revenue	$	7,150	$	55,967	$	19,850	$	71,017	$	193,827
	Service Revenue	$	61,200	$	45,000	$	81,050	$	116,017	$	255,027
	Service revenue from related parties		0		6,300		0		6,300		42,575
	Service Revenue from Related Parties		0		3,000		0		9,300		42,575
	Total Revenues		761,~~150~~200		6248,~~267~~000		1981,~~850~~050		77125,317		~~236~~297,~~402~~602
	EXPENSES
	Sales and administrative		8,445		74,329		21,788		82,923		359,609
	Sales and Administrative		51,576		32,172		73,364		116,385		411,185
	NET INCOME (LOSS)	$	(1,295)	$	(12,062)	$	(1,938)	$	(5,606)	$	(123,207)
	NET INCOME/(LOSS)	$	9,624	$	15,828	$	7,686	$	8,932	$	(113,583)
	EARNINGS PER SHARE
	Earnings per share-basic	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
	Basic and Diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
	Earnings per share-diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
	WEIGHTED AVERAGE OUTSTANDING SHARES
	Weighted average shares outstanding - basic		6,146,600		6,146,600		6,146,600		6,146,600
	Basic		6,146,600		6,146,600		6,146,600		6,146,600
	Weighted average shares outstanding -diluted		6,146,600		6,146,600		6,146,600		6,146,600
	Diluted		6,146,600		6,146,600		6,146,600		6,146,600

The accompanying notes are an integral part of these financial statements

THE ANDINA GROUP, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010 and the

~~and the~~ Period June 17, 2004 (Inception) to ~~December~~March 31, ~~2010~~ 2011

(Unaudited)

		SIX MONTHS ENDED DEC 31, 2010		SIX MONTHS ENDED DEC 31, 2009		FROM INCEPTION ON JUN 17, 2004 TO DEC 31, 2010
		Nine months ended MAR 31, 2011		Nine months ended MAR 31, 2010		JUN 17, 2004 (date of inception) to MAR 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(17,~~938)~~686	$	(58,~~606)~~932	$	(~~123~~113,~~207~~583)
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities
Adjustments to reconcile net income/ (loss) to net cash provided (used) by operating activities
Increase (decrease) in accounts payable		1,969		4,646		11,000
Expenses paid by shareholders		0		0		10,657
Common stock issued for services		0		0		2,000
Net Cash Provided by (Used in) Operating Activities		31		(960)		(99,550)
Expenses paid by shareholders		0		0		10,657
Increase (decrease) in accounts payable		(3,609)		(1,638)		5,422
Net Cash Provided by (Used in) Operating Activities		4,077		7,294		(95,504)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided by Investing Activities		0		0		0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		0		0		99,600
Net Cash Provided by Financing Activities		0		0		99,600
NET INCREASE (DECREASE) IN CASH		314,077		~~(960)~~7,294		504,096
CASH, BEGINNING OF PERIOD		19		960		0
CASH, END OF PERIOD	$	504,096	$	08,254	$	504,096
NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance 6,010,000 common shares for services 2004-2005		0		0		2,000
Expenses paid by Shareholders		0		0		10,657

The accompanying notes are an integral part of these financial statements

THE ANDINA GROUP, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~December~~March 31, ~~2010~~2011

(UNAUDITED)

ORGANIZATION AND BASIS OF PRESENTATION

The Company was incorporated under the laws of the state of Nevada on June 17, 2004 with authorized common stock of 50,000,000 shares with a par value of $.001 and 10,000,000 preferred shares with a par value of $.001. None of the preferred shares have been issued and the terms have not been established.

The Company is in the business of offering integrated multi-media promotional services to small network marketing organizations and other small businesses to promote sales of their products or services. The Company assists them in using marketing tools such as public relations as well as developing and utilizing such services as advertising, direct mail, electronic communication, and promotions to increase product and service awareness. The Company offers quality marketing strategies and services for their business along with marketing support services, such as ad design, ad placement strategies, advertising sales, website development, marketing plans, focus groups, and media buying

The ~~company~~Company has not reached full operations and is in the development stage.

The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are reflected in the interim periods included, and are of a normal recurring nature.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

On ~~December~~March 31, ~~2010,~~2011 the Company had a net operating loss available for carry forward of $~~123~~113,~~207~~583. The income tax benefit of approximately $4239,000 from the carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has been unable to project a reliable estimated net income for the future. The net operating loss will expire starting in 2024 through ~~2030~~2031.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

Basic and Diluted Net Income (Loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then ~~only~~ the basic and diluted per share amounts are ~~shown in~~ the ~~report~~same.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided

Advertising and Market Development

The ~~company~~Company expenses advertising and market development costs as incurred.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short-term maturities.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. CAPITAL STOCK

From its inception the Company has issued 6,010,000 private placement common shares for services valued at $2,000 and 136,600 private placement common shares for cash of $99,600.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

~~Officer/directors~~Until ~~own~~March 24, 2011, the Company’s then sole officer and director owned 81% of the outstanding common capital stock, ~~and~~having ~~have~~ made contributions to capital of $12,657.

A portion of the Company’s revenues have been derived from a related party, KAATN of Wyoming, a company controlled by ~~the~~Burke ~~Company’s~~Green, a director and former sole officer~~/director,~~ ~~Burke~~of ~~Green~~the Company. The Company is paid for each service it provides to KAATN at a rate that is usual in the industry and the same as what the Company charges its other clients

5. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

~~Continuation~~In of the ~~Company~~absence asof aCompany ~~going~~increasing ~~concern~~existing isrevenues ~~dependent~~in ~~upon~~a ~~obtaining~~significant ~~additional~~manner, ~~working~~continuation ~~capital and the management~~ of the Company ~~has~~as ~~developed~~ a ~~strategy,~~going ~~which~~concern itis ~~believes~~dependent ~~will~~upon ~~accomplish~~obtaining ~~this objective, through short term related party loans, long term financing, and~~ additional ~~equity~~working ~~funding, which will enable the Company to operate for the coming year~~capital. InA ~~addition,~~business ~~Mr.~~combination ~~Burke~~with ~~Green,~~ the ~~Company’s~~entity ~~sole~~that ~~officer/director has indicated his willingness to contribute funds, if necessary to support operations, if not available from another source.~~

acquired control of the Company in March 2011, if effectuated, will likely provide the additional working capital to alleviate these going concern issues. If necessary, short-term related party loans or additional equity funding, will enable the Company to operate for the coming year.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

We were founded in 2004. We have had only limited revenues and have operated at a loss. We provide multi-media marketing services to small business and network marketing groups. Management intends to focus on this relatively small market in hopes our business will grow as this particular segment grows. We will continue to provide services for other small businesses when and if the opportunity arises.

~~Market~~Change ~~Focus~~in Control

~~The~~On ~~determination~~March to24, ~~concentrate~~2011 ~~our~~a ~~business~~change onin ~~network~~control ~~marketers~~ was ~~based~~effected onwhereby ~~Management’s~~our ~~belief~~then ~~this~~sole ~~focus~~officer, ~~could~~director ~~ultimately result in more~~ and ~~regular~~principal ~~clients~~shareholder, ifBurke weGreen, ~~can~~sold ~~manage to grow with the respective distributor networks. We also considered that our president has experience in that industry as~~ a ~~former~~majority ~~network~~of ~~marketer~~his ~~making~~shares ~~him~~constituting ~~better~~4,962,500 ~~qualified~~shares, to ~~serve~~Foster ~~that market segment as well as other network marketers~~Jennings, ~~rather than small businesses in general~~Inc. A, ~~third~~a ~~factor~~Delaware incorporation ~~this~~(“FJ”), ~~decision~~and iscertain ~~Management’s~~minority ~~belief~~shareholders ~~that~~sold ~~competition~~968,000 ~~will~~shares beto ~~less~~third ~~intense~~party ~~than~~purchasers ~~for~~resulting ~~business~~ in ~~the~~FJ ~~broader small business arena if we specialize in~~ and ~~capture~~the ~~this~~third ~~relatively~~party ~~small~~purchasers ~~market~~beneficially ~~niche~~owning ~~where~~approximately we96.5% ~~will be able to rely more heavily on referrals, reputation, and word-~~of~~-mouth~~ toour ~~increase~~total ~~business~~outstanding shares. ~~However,~~ ~~Management~~The transaction also ~~provides~~resulted ~~marketing~~in: ~~services to small businesses as the opportunity arises and will remain flexible and open to all small business marketing opportunities.~~

—

the resignation of Burke Green in all capacities except as a director;

—

the expansion of the board of directors to create a vacancy;

—

the appointment of Andrew B. Scherr to fill the vacancy on the Board and to the positions of CFO and Secretary;

—

the appointment of Scott W. Hartman to the positions of President and CEO; and

—

our agreement to sell and transfer to Burke Green (or an entity owned and controlled by him), all of our business assets and liabilities as they exist prior to the time of a closing of a business combination involving FJ and the Company.

Our Plan of Operation for the Next Year

On March 24, 2011, the Company and Burke Green, the Company’s then principal stockholder and sole officer and director, entered into and closed a Securities Purchase Agreement (the “Green Purchase Agreement”) with Foster Jennings, Inc., a Delaware corporation (“FJ”), whereby Burke sold 4,962,500 shares (the Green Shares”) of Company’s common stock to FJ for cash consideration of $397,500 (the “Green Cash Consideration”). Simultaneous with the Green Agreement, certain individuals and entities unaffiliated with FJ (the “Third Party Purchasers”) entered into Stock Purchase Agreements with a number of the Company’s minority shareholders whereby such minority shareholders sold an aggregate of 968,000 shares of the Company’s Common Stock (the “Minority Stockholder Shares”) to the Third Party Purchasers for cash consideration of $2,500 (the “Minority Stockholder Shares Cash Consideration” and collectively with the Green Shares Cash Consideration, the “Cash Consideration”).

As of closing of the purchase of the Green Shares and Minority Stockholder Shares (collectively, the "Transaction”), FJ and the Third Party Purchasers now beneficially own an aggregate of approximately 96.5% of the total outstanding shares of the Company's capital stock and total voting power of the Company's outstanding voting securities. FJ and the Third Party Purchasers have no arrangements or understandings among them and do not constitute a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended.

Pursuant to the Green Purchase Agreement and as part of the Transaction, the Company executed an agreement with Green pursuant to which (i) the Company agreed to sell and transfer to Green (or an entity owned and controlled by Green), all of the business assets and liabilities of the Company as they may exist prior to the time of a closing of a business combination involving FJ and the Company (the “Andina Existing Business”), (ii) Green agreed to assume and perform and otherwise pay satisfy and discharge all existing and future liabilities and obligations of the Andina Existing Business and (iii) Green agreed to indemnify and hold harmless the Company, FJ and its control persons, among others, against liabilities arising out of the Andina Existing business, if any, prior to the closing.

Pending any business combination involving FJ, the Company expects to continue its existing business of providing multi-media marketing services to small business and network marketing groups.

FJ is a US based financial services company that is currently engaged in the reinsurance, and commercial finance businesses. FJ is looking for acquisition opportunities relating to profitable businesses in the lines of

financial services, commercial finance, domestic insurance, retail insurance and capital markets –Andrew and Scott to review and revise.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America 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. On an on-going basis, we evaluate our estimates, based on historical experience, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Results of Operations

The following discussions are based on the unaudited financial statements for the three and ~~six~~nine months ended ~~December~~March 31, ~~2010~~2011 (“~~DEC2010~~MAR2011”) and ~~December~~March 31, ~~2009~~2010 (“~~DEC2009~~MAR2010”). The discussions are summary and should be read in conjunction with the financial statements and notes included in this report.

Comparison of ~~December~~March 31, ~~2010~~2011 and ~~2009~~2010 Operations

	Three months ended Dec 31		Six Months Ended Dec 31
	Three months ended March 31		Nine Months Ended March 31
	2010	2009	2010	2009
	2011	2010	2011	2010
Revenues	$ 761,~~150~~200	$ 6248,~~267~~000	$ 1981,~~850~~050	$ 77125,317
Sales and Administrative Expenses	851,~~445~~577	7432,~~329~~172	2173,~~788~~365	82116,~~923~~385
Net Income (Loss)	(19,~~295)~~624	~~(12~~15,~~062)~~828	(17,~~938)~~686	(58,~~606)~~932
Net Income (Loss) per Share	(0.00)	(0.00)	(0.00)	(0.00)

Revenues

Revenues are generated by marketing services provided to our clients and are recognized as earned at the time the services are provided. Services are provided, and fees negotiated on an individualized per job basis usually at prices normal and usual in the industry. We do not have service contracts with clients but perform services in accordance with the clients’ needs and budget. We achieve revenues from both network marketers and other small businesses.

9Revenues three-months ended MAR2011 and MAR2010: We had revenues of $61,200 during our third quarter of our current fiscal year, an increase over the $48,000 in revenues we generated in our third quarter last year. This year our revenues were derived from 3 non-related party clients. During our third fiscal quarter of MAR2010 our revenues were derived from 5 clients: 4 non-related clients and 1 related party client. The related party client, KAATN of Wyoming, provided approximately 6% of the revenue stream during the period.

Revenues ~~three~~nine-months ended ~~DEC2010~~MAR2011 and ~~DEC2009~~MAR2010: WeRevenues ~~had~~in ~~revenues~~our ofnine months ended MAR2011 were $781,~~150~~050, a decrease over the revenues received during our ~~second~~nine ~~quarter~~months ofended ~~our~~MAR2010 ~~current~~which ~~fiscal~~were ~~year~~$125,317. ~~significantly~~The ~~less~~largest ~~than~~portion of the ~~$62,267~~nine inmonth ~~revenues~~ended weMAR2011 ~~generated~~revenues inwere ~~our~~achieved ~~second~~during ~~quarter~~the ~~last~~third ~~year~~quarter. ~~Revenues~~During in the ~~three~~nine ~~months~~period ended ~~DEC~~MAR2011 ~~2010~~all revenues were ~~received~~derived from ~~two~~4 non-related party clients. ~~During~~Revenues during our ~~second~~nine ~~quarter~~months ~~last~~ended ~~year,~~MAR2010 ~~revenues~~ were derived from 611 clients:, 5one ~~non-related~~of ~~party~~which ~~clients~~was ~~and~~a 1 related party ~~client~~. The related party client, KAATN of Wyoming, ~~provided~~is ~~approximately~~a ~~10%~~network marketing company controlled by a director of ~~the~~Andina, Burke Green. KAATN markets a health juice product called MonaVie. Our revenue stream from KAATN, however, is not tied to the MonaVie compensation structure which is based on multi-level product sales. Our revenues from KAATN, which accounted for approximately 7% of our revenues during the nine month period ended MAR2010, and our other clients, are based on individual services performed.

Revenues six-months ended DEC2010 and DEC2009: Revenues in the our six months ended DEC2010 were $19,850, significantly less than the revenues received during our six months ended DEC2009 which were $77,317. The largest portion of the six month ended DEC2009 revenues were achieved during the second quarter. This year’s revenues during the 6 month period were derived from two non-related party clients; during the first 6 months of our last fiscal year, revenues were derived from 10 clients one of which was a related party. The related party client, KAATN of Wyoming, is a network marketing company controlled by our sole officer/director, Burke Green. KAATN markets a health juice product called MonaVie. Our revenues from KAATN, which accounted for 8% of our revenues during the six month period ended DEC2009, and our other clients, are based on individual services performed.

Expenses/Loss from Operations

Three months ended ~~DEC2010~~MAR2011and ~~and DEC2009~~MAR2010: ~~Our~~Spending ~~sales and administrative expenses~~ during our ~~three~~third ~~months ended DEC 2010 were $8,445 compared to sales and administrative expenses of $74,329 during the three months ended DEC2009. This resulted in a $1,295 loss from operations in the second fiscal~~ quarter of this ~~year~~fiscal ~~compared to a $12,062 loss from operations in the three months ended DEC2009. Expenses during the three month period this~~ year ~~included~~reflects ~~marketing~~Management’s ~~costs~~efforts ~~of $500 compared~~ to ~~marketing~~increase ~~costs~~revenues ofwith ~~$32,442~~a inspecific ~~that~~concentration same period in DEC2009. Legal and accounting and other fees cost us approximately $1,300 this year in the second quarter compared to $1,200 during the second quarter last year. We also spent much less on ~~consulting~~network ~~fees~~marketers ~~this~~expanding ~~year,~~into ~~$5,900,~~international ~~compared to $21~~markets,~~209~~ ~~last~~especially ~~year. We did not incur any telemarketing expenses during the second quarter ended DEC2010 compared to that same quarter last year when we spent $9~~Korea,~~000~~ ~~on telemarketing. In addition advertising cost us $2~~Taiwan,~~800~~ inMalaysia ~~the~~and ~~second quarter ended DEC2009 with no comparative expense the second quarter of this year~~Thailand. WeOur ~~incurred travel expenses of $4~~sales,~~513~~ ~~last~~general year during the second quarter; during our second quarter this year we spent only $75 in this category. Overall we spent significantly less during the second quarter this year than last especially in marketing and ~~consulting~~administrative ~~when management took advantage of increased revenues last year to make a more concerted effort to penetrate our market niche~~

Six months ended DEC2010 and DEC2009: During our six-months ended DEC2010 our sales and administrative expenses were $21,788 compared to the six months ended DEC2009 when sales and administrative expenses were $82,923. This resulted in a $1,938 loss from operations in the six months ended DEC2010 compared to $5,606 a loss from operations in the six months ended DEC2010; revenues in both years’ six-month periods were not sufficient to offset spending. We had $4,800 in advertising expenses in the six months ended DEC2009 with no advertising costs in that period ended DEC2010. Advertising costs consist mainly of direct costs paid out for signs, print or radio advertising, brochures and material distributed to the public. We spent significantly less on marketing during the six-month period ended DEC2010 at only $500, compared to $32,585 in the six months ended DEC2009, with nearly all of that occurring in the second three month period. We also incurred no telemarketing costs during this year’s DEC2010 six month period ended; during the six months ended DEC2009, we spent $9,600 on telemarketing. Legal, accounting and other associated fees were approximately $6,600 during the first half of 2010 compared to $4,639 during the six months DEC2009. We expect our legal and accounting fees to remain the same or higher in the next year as we continue to comply with various SEC rules and reporting requirements and begin initiating procedures to comply with the upcoming XBRL compliance. During the six months ended DEC2010, we had consulting fees of $5,900; consulting cost us $22,000 in the same period least year. These fees reflect professional development expenses and consulting fees associated with efforts to increase our business in both six-month periods. During the six months ended DEC2010 we had professional expenses of $8,394 with only $479 in that category last year. Professional fees this year were associated with our DTC applications. However, we had only $75 in travel expenses this year compared to $5,592 spent in the six month period ended DEC2009. Nearly all of the higher spending that occurred in the six month ended DEC2009 period occurred in the second quarter when increased revenues allowed management to market our services more aggressively. In addition, we spent nothing on marketing in the first six months of this fiscal year; during the first six months of last year marketing was a relatively large component of our expenditures. Overall revenues were down this year as were expenses although our DTC application did impact our spending.

expenses were $51,576 during the three months ended MAR2011, up nearly $20,000 from the $32,172 we spent during our third fiscal quarter ended MAR2010. This resulted in income from operations of $9,624 this year compared to $15,828 in income from operations during that same three-month period last year. Expenses during our third quarter include marketing costs of $10,000 compared to $14,430 last year during that same period. Marketing expenses consist of all marketing related expenditures except direct costs paid out for signs, print or radio advertising, brochures and material distributed to the public which are categorized as advertising. Legal, accounting, consulting and professional fees cost us approximately $14,866 this year during the third quarter more than twice as much as the $6,505 we spent during the three months ended MAR2010; the increase this year is a result of increased consulting expenses of $13,330 during our third fiscal quarter compared to $5,000 during our third fiscal quarter last year. We incurred no travel expenses in our third quarter ended MAR2011 compared to travel expenses of $2,109 during the third quarter ended MAR2010. The most significant spending difference in our third quarter ended MAR2011 is $26,270 in research and development costs with $8,500 in that category in the prior year’s third quarter. Overall we spent significantly more during the third quarter this year on consulting, research and development with management taking advantage of increased revenues to make a more concerted effort to expand into the Asian market.

Nine months ended MAR2011and MAR2010: During our nine-months ended MAR2011 our sales, general and administrative expenses were approximately $73,000, significantly less than the $116,385 we spent in the comparable nine-month period of last year. Despite decreased spending, revenues this year were also less and resulted in net income of $7,686 in the current nine month period compared to $8,932 in the nine-month period ended MAR2010. We had no advertising expenses this year and only $75 in travel expenses; during the nine months ended MAR2010 we spent $4,800 and $7,700 in those categories, respectively. Advertising costs consist mainly of direct costs paid out for signs, print or radio advertising, brochures and material distributed to the public. Marketing costs also decreased significantly to $10,500 during the nine-month period ended MAR2011 compared to the $47,014 spent in the nine months ended MAR2010. Marketing expenses consist of all marketing related expenditures except direct costs paid out for signs, print or radio advertising, brochures and material distributed to the public. Last year we focused more on marketing in general than we did this year when our main concern was expanding and developing our Asian markets. Professional fees are a large component of our operating expenses and include legal, accounting, consulting, administration fees and telemarketing. During our nine-months ended MAR2011 we spent $35,235 in this category whereas during the nine months ended MAR2010 we spent $44,131. A significant difference between the two nine month periods is research and development costs for the current nine months ended were $26,670, and occurred during the third fiscal period, compared to $8,500 during the nine-months ended MAR2010 Nearly all of the increases in spending occurred in the second and third quarters when increased revenues allowed management to focus on our developing Asian markets.

Balance Sheet Information

The chart below presents a summary of our balance sheet at ~~December~~March 31, ~~2010~~2011 and June 30, 2010:

		DEC 31, 2010		JUN 30, 2010
		MAR 31, 2011		JUN 30, 2010
Cash	$	504,096	$	19
Total Current Assets		504,096		19
Total Assets		504,096		19
Total Current Liabilities		115,~~000~~422		9,031
Deficit accumulated during the Development Stage		(~~123~~113,~~207~~583)		(121,269)
Total Stockholders Equity (Deficit)		(10,950)		(9,012)
Total Stockholders (Deficit)		(1,326)		(9,012)

We had only $19 cash as of our fiscal year ended June 30, 2010. Our cash increased to $504,096 at ~~December~~March 31, ~~2010~~2011. Liabilities of $9,031 at our June 30, 2010 fiscal year end ~~increased~~decreased to $115,~~000~~422 during our ~~second~~third fiscal quarter and consist of accounts payable due to professional services for legal and accounting.

Commitment and Contingencies

We have no leases in place.

Off-Balance Sheet Arrangements

None.

Liquidity and Capital Resources/ Plan of Operation for the Next Twelve Months

Cash Flows and Capital Resources

Overall, our revenues have not reached a level to support our operations nor provide for additional business development and expansion. Operations ~~used~~provided $~~960~~4,077 in cash during the ~~six~~nine months ended ~~December~~March 31, ~~2009~~2011 and provided ~~only~~ $317,294 during our ~~six~~nine months ended ~~December~~March 31, 2010. Our primary sources of capital during our last two years are as follows:

During our ~~six~~nine months ended ~~December~~March 31, ~~2010~~2011, revenues and available cash funded our operations.

During our fiscal year ended June 30, 2010, we had no financing or investing activities; increased revenues along with available cash were sufficient to fund operations;

During our fiscal year ended June 30, 2009, we had no financing or investing activities and our expenses exceeded our revenues. Revenues of $31,580 however, along with available cash provided sufficient cash to operate the business during the year.

Our Plan of Operation for the Next Year

We had losses from operations during our first quarter of this fiscal year and have incurred losses since inception. We have an accumulated deficit at December 31, 2010 of $123,207 and we have only $50 in cash. Although we have increased our overall number of clients, we continue to rely on a small number of clients, and, in this first six months of our fiscal year we had only two clients. In addition, although our revenues have increased, they are inconsistent and we do not have sufficient cash to fund our operations and pursue business development and expansion.

We have an immediate need for cash to fund operations. During the next twelve months we must find ways to reduce our operating expenses and while continuing to increase cash flows. Outside accounting services are responsible for reviewing and analyzing the completeness of the accounting information provided by our CFO and then compiling it into a financial statement prior to submission to our independent public accountant for review. We anticipate professional fees will continue to cost us approximately $5,000 - $7,000 per quarter. In addition, these increased fees have not been relieved now that we are public because we continue to require assistance to comply

with our reporting obligations under the 1934 Act. These fees will likely increase substantially as new rules are implemented especially XBRL filing requirements.

Management has not pursued its business plan aggressively to date. And, even though revenues increased due to Management’s recent efforts to secure new clients, we also significantly increased our spending during the past year in an effort to further increase our number of clients and revenues and develop marketing strategies for international markets. These efforts may not result in more consistent higher revenues, and, in fact, revenues were down this recent quarter. Historically we have operated at a loss. Management has an immediate need for cash and must increase cash flows from operations significantly. We must continue to pursue our niche market more aggressively while at the same time pursuing other small business marketing opportunities. In light of our deteriorating financial condition, Management has determined that it is critical that we:

Increase cash flows by increasing our client base

Analyze the effectiveness of the various marketing services performed for KAATN, our sole client through December 2007 and utilize results, if positive, to (1) attract additional network marketing clients; and (2) adjust services offered this niche market based on the results

Expand our market to include more small businesses as the opportunity allows; we began this in the quarter ended March 31, 2008;

Develop marketing services and strategies for network markets expanding into international markets; we began this in September of 2009, continued it aggressively over the next three quarters and will continue to pursue this niche to take advantage of these emerging markets;

Develop more long term and/or repeat relationships with clients;

Analyze results of operations quarterly to compare revenues from multi-level marketing clients to revenues from general small business clients and adjust our marketing strategy accordingly; and

Reduce operating expenses where possible

Management does not know if it will be successful in these efforts especially in light of the current economic slowdown. And, as a result, Management cannot say if it will be successful in generating sufficient cash flows to support its operations over the next 12 months. Therefore, we may seek other means of funding our operations although management has not determined at this time how much money it will need to raise. We could attempt to receive loans from either related parties such as shareholders or directors, or we could receive loans from unrelated third parties. However, there are no written agreements with any party regarding loans or advances. If these parties do provide loans or advances, we may repay them, or we may convert them into common stock. We do not, however, have any commitments or specific understandings from any of the parties or from any individual, in writing or otherwise, regarding any loans or advances or the amounts.

Management also anticipates that additional capital may also be provided by private placements of our common stock. We would issue such stock pursuant to exemptions provided by federal and state securities laws. The purchasers and manner of issuance would be determined according to our financial needs and the available exemptions. We do not intend to do a private placement of our common stock at this time.

At this time, we have no commitments from anyone for financing of any type nor have we had any discussions with any party regarding the same nor have we planned any private placement or public offering of our common stock. Mr. Burke Green, our sole officer/director has indicated his willingness to contribute funds, if necessary to support operations, if not available from another source; however, there is no formal written agreement with Mr. Green regarding any such contribution nor is there any specific amount that he is obligated or willing to provide.

We have not, however, as of this date, made any significant effort to investigate or secure additional sources of financing.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures. As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, ~~December~~March 31, ~~2010~~2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, ~~Mr. Burke Green,~~ (the “Certifying ~~Officer~~Officers”). Based upon that evaluation, our Certifying ~~Officer~~Officers concluded that as of the end of the period covered by this report, ~~December~~March 31, ~~2010~~2011, our disclosure controls and procedures are effective in timely alerting management to material information relating to us and required to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).

Our ~~officer~~Certifying Officers further concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and are also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer and ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer, to allow time for decisions regarding required disclosure.

(b)

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer or the ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

~~Not~~Because ~~applicable~~we are a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the period covered by this report, no unregistered securities were sold.

Item 3. Defaults Upon Senior Securities

None.

Item 4 [Removed and Reserved]

Item 5. Other Information.

~~Our Form S-1 Registration Statement was declared effective by the U~~None.~~S. Securities and Exchange Commission on April 8, 2009. We filed our Form 8A12G on July 15, 2010. We were cleared for trading on the OTCBB on August 9, 2010 under the symbol of “AAUI.”~~

Item 6. Exhibits.

Exhibit No. Description

3.1

Amended Restated Articles, filed on January 28, 2008 with the State of Nevada(1)

3.2

By-laws (1)

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~(1)~~32.2

~~Filed~~Certification ~~with~~of ~~FORM~~the ~~SB-2~~Principal onFinancial ~~January~~Officer ~~31,~~pursuant ~~2008.~~to Section 906 of the Sarbanes-Oxley Act of 2002

1314

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE ANDINA GROUP, INC.

(~~Registrant~~registrant)

~~Dated~~By: ~~January~~/s/ ~~26,~~Scott ~~2011~~W. Hartman

~~By /s/~~ Scott ~~Burke~~W. ~~Green~~Hartman

~~Burke~~ Chief ~~Green~~Executive Officer

~~President~~Dated: May 13, ~~Chief Executive and Financial Officer~~2011

~~Director~~By:/s/ Andrew B. Scherr

14 Andrew B. Scherr

Chief Financial Officer

Dated: May 13, 2011

Filing Compare · Andina Group Inc.