UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
[X]		ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2018
For the fiscal year ended September 30, 2019
OR
[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________________.

Commission file number: ~~333~~001-~~182113~~37834

Ando Holdings ~~Ltd.~~Limited

(Exact name of registrant as specified in its charter)

Nevada

47-4933278

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road

Tsim Sha Tsui, Kowloon, Hong Kong 00000

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +852 23519122

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerate 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 [ X]

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]

At ~~December~~March 31, ~~2018~~2019, there were 126,~~000~~692,~~000~~800 shares of the registrant’s Common Stock issued and outstanding held by affiliate and the aggregate market value of voting and non-voting common equity held by non-affiliate were $21,818,400 and $21,818,400 respectively.

At January 16, 2020, there were 12,000,000 shares of the registrant’s Common Stock issued and outstanding.

Ando Holdings Ltd.

FORM 10-K

For The Fiscal Year Ended September 30, ~~2018~~2019

TABLE OF CONTENTS

PART I 1 Item 1. Business. 1 Item 1A. Risk Factors. 2 Item 1B. Unresolved Staff Comments. 2 Item 2. Properties. 2 Item 3. Legal Proceedings. 2 Item 4. Mine Safety Disclosures 2 PART II 3 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 3 Item 6. Selected Financial Data. 3 Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 3 Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 8 Item 8. Financial Statements and Supplementary Data. 8 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. 9 Item 9A. Controls and Procedures. 9 Item 9B. Other Information. 10 PART III 11 Item 10. Directors, Executive Officers and Corporate Governance. 11 Item 11. Executive Compensation. 14 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 19 Item 13. Certain Relationships and Related Transactions, and Director Independence. 20 Item 14. Principal Accountant Fees and Services. 21 Item 15. Exhibits. 21 SIGNATURES 22

PART I	1
Item 1. Business.	1
Item 1A. Risk Factors.	6
Item 1B. Unresolved Staff Comments.	6
Item 2. Properties.	7
Item 3. Legal Proceedings.	7
Item 4. Mine Safety Disclosures	7
PART II	8
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8
Item 6. Selected Financial Data.	9
Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	9
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	12
Item 8. Financial Statements and Supplementary Data.	12
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	15
Item 9A. Controls and Procedures.	15
Item 9B. Other Information.	16
PART III	17
Item 10. Directors, Executive Officers and Corporate Governance.	17
Item 11. Executive Compensation.	19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	23
Item 13. Certain Relationships and Related Transactions, and Director Independence.	24
Item 14. Principal Accountant Fees and Services.	24
Item 15. Exhibits.	25
SIGNATURES	26

iii

Explanatory Note

InCAUTIONARY ~~this~~NOTE ~~Annual~~REGARDING ~~Report on Form 10~~FORWARD-K,LOOKING Ando Holdings Ltd. is sometimes referred to as the “Company”, “we”, “our”, “us” or “registrant” and U.S. Securities and Exchange Commission is sometimes referred to as the “SEC”. STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

·The availability and adequacy of our cash flow to meet our requirements;

·Economic, competitive, demographic, business and other conditions in our local and regional markets;

·Changes or developments in laws, regulations or taxes in our industry;

·Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

·Competition in our industry;

·The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

·Changes in our business strategy, capital improvements or development plans;

·The availability of additional capital to support capital improvements and development; and

·Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this Report to:

·The “Company,” “we,” “us,” or “our,” and “ADHG” are references to Ando Holdings Limited, a Nevada corporation.

·“Common Stock” refers to the common stock, par value $.001, of the Company;

·“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

·“Securities Act” refers to the Securities Act of 1933, as amended; and

·“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

PART I

Item 1. Business.

Our Company

Ando Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in the state of Nevada on August 22, 2015. 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 business opportunities in Hong Kong. The Company isacquired ~~contemplating~~4 ~~purchasing~~companies ~~two~~during ~~existing~~the ~~companies,~~financial ~~one~~year inof ~~financing~~2019, ~~and~~which ~~the~~were ~~other~~Ando inAutomobile ~~the~~Technology ~~retail~~Limited, ~~tea~~Ando ~~business.~~Capital AsInvestment ofLimited, ~~December~~Xian ~~28,~~Ando ~~2018,~~Industrial ~~there~~Company ~~has~~Limited ~~been~~and noXian ~~major~~Ando ~~progress~~Factoring ~~regarding~~Commercial ~~these~~Company ~~acquisitions~~Limited.

OnOur ~~June~~corporate ~~28,~~structure ~~2017~~is ~~Mr.~~set ~~Paul~~forth Conforte, President and the holder of an aggregate of 8,000,000 shares of Common Stock of PC Mobile Media Corp., representing approximately 66.67% of the issued and outstanding Shares of the Company, sold all 8,000,000 Shares to 12 purchasers. On the same day Mr. Conforte resigned all 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.below:

~~For~~A ~~the~~list ~~twelve-month~~of ~~period~~our ~~ended September 30~~subsidiaries, ~~2018,~~affiliates ~~we generated $0 revenue~~ and ~~had~~VIE ~~$31,243~~entities intogether ~~expenses~~with ~~for~~ a ~~net~~brief ~~loss~~description of ~~$31,243.~~their ~~For~~business ~~the~~is ~~twelve-month~~set ~~period~~forth ~~ended September 30, 2017, we generated $10,000 in revenue and had $26,195 in expenses for a net loss of $16,195.~~below:

WeName ~~qualify~~(Domicile) asBusiness anAndo ~~“emerging~~Holdings ~~growth~~Limited ~~company”~~(Nevada, asUnited ~~defined~~States) inProvides ~~the~~financial ~~Jumpstart~~services ~~Our~~and ~~Business~~being ~~Startups~~an ~~Act,~~investment ~~which~~holding ~~became~~company ~~law~~Ando inAutomobile ~~April~~Technology ~~2012.~~Limited ~~Under~~(Hong ~~the~~Kong) ~~JOBS~~Intends ~~Act,~~to ~~“emerging~~develop ~~growth~~in ~~companies”,~~automobile ~~can~~agency ~~delay~~services ~~adopting~~Ando ~~new~~Capital orInvestment ~~revised~~Limited ~~accounting~~(Hong ~~standards~~Kong) ~~until~~Provides ~~such~~insurance ~~time~~products asof ~~those~~Sun ~~standards~~Life ~~apply~~Hong toKong ~~private~~Limited ~~companies.~~Xian WeAndo ~~have~~Industrial ~~elected~~Company ~~not~~Limited to(Xian, ~~avail~~China) ~~ourselves~~Being ofan ~~this~~investment ~~exemption~~holding ~~from~~company ~~new~~to orhold ~~revised~~Xian ~~accounting~~Ando ~~standards~~Commercial ~~and,~~Factoring ~~therefore,~~Company ~~will~~Limited beXian ~~subject~~Ando toCommercial ~~the~~Factoring ~~same~~Company ~~new~~Limited or(Xian, ~~revised~~China) ~~accounting~~Intends ~~standards~~to asdevelop ~~other~~in ~~public~~factoring ~~companies~~business ~~that~~in ~~are~~Xian, ~~not emerging growth companies.~~China

~~Our~~On ~~principal~~June ~~executive~~28, ~~offices~~2017 ~~are~~Mr. ~~located~~Paul atConforte, ~~Room~~President ~~1107,~~and ~~11/F,~~the ~~Lippo~~holder ~~Sun~~of ~~Plaza~~an aggregate of 8,000,000 28shares ~~Canton~~of ~~Road~~Common Stock of PC Mobile Media Corp., ~~Tsim~~representing ~~Sha~~approximately ~~Tsui~~66.67% of the issued and outstanding Shares of the Company, ~~Kowloon~~sold all 8,000,000 ~~Hong~~Shares ~~Kong.~~to ~~Our~~12 ~~telephone~~purchasers. ~~number~~On isthe ~~+852~~same ~~23519122~~day Mr. WeConforte ~~were~~resigned ~~incorporated~~all ~~under~~positions, ~~the~~including ~~laws~~Chairman of the ~~State~~Board. Lam Chi Kwong Leo was appointed Chairman of ~~Nevada~~the onBoard ~~August~~and 22Chief Executive Officer. Lee Hiu Lan was appointed as Secretary, ~~2015~~Treasurer, and Chief Financial Officer. ~~Our~~Chan ~~fiscal~~Tung ~~year~~Ngai ~~end~~and isHu ~~September~~Jiasheng 30were both appointed as a Director. The appointments were effective on June 28, 2017.

~~Principal~~On ~~Business~~September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada. The amendment changed the name of the Company from PC Mobile Media Corp. to Ando Holdings Ltd. While as of September 25, 2017, FINRA accepted the name change and issued a new trading symbol for the Company. The new trading symbol for the Company is ADHG.

~~The~~On November 29, 2018, the Company isacquired ~~currently~~Ando ~~pursuing~~Automobile ~~business~~Technology ~~opportunities~~Limited infrom ~~Hong~~Lam ~~Kong~~Chi Kwong Leo with a cash consideration of $1,282. The Company isintends ~~contemplating~~this ~~purchasing~~fully ~~two~~owned ~~existing~~subsidiary ~~companies~~to operate as an automobile trading company, ~~one~~trading in ~~financing~~foreign-made ~~and~~automobiles ~~the~~to ~~other~~be inshipped ~~the~~to ~~retail~~Chinese ~~tea~~buyers ~~business~~directly. As of ~~December~~September 2830, ~~2018~~2019, ~~there~~this ~~has~~subsidiary ~~been~~had no ~~major progress regarding these acquisitions~~operation.

On February 1, 2019, the Company entered into a securities purchase agreement with accredited investors, Lin Su Hui, pursuant to which the Company issued promissory notes for an aggregate of $50,000, with an interest rate of 10% per annum. The outstanding balance of the Notes would be paid within one year beginning February 1, 2019, which is February 1, 2020. We filed a Form 8-K on February 5, 2019.

~~Government~~On ~~Regulation~~September 30, 2019, the Company and Ando Capital Investment Limited, a limited liability company incorporated in Hong Kong (“ACIL”) and Mr. Lam Chi Kwong Leo, a permanent Hong Kong resident, a major shareholder of the Company, our director and Chief Executive Officer and the sole shareholder of ACIL, entered into the a set of agreements, collectively named as the “Variable Interest Entity or VIE Agreements,” pursuant to which the Company has contractual rights to control and operate the business of ACIL (the “VIE”). ACIL currently has insurance business and has been our VIE for our future business expansion and development in Hong Kong.

We are subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety and labor relations. In addition, our operations are affected by federal and state laws relating to marketing practices in the music industry. Environmental laws and regulations do not materially impact our operations.1

~~Research~~ACIL has two wholly owned subsidiaries, namely Xian Ando Holdings Company Limited and ~~Development~~Xian Ando Commercial Factoring Company Limited. We filed a Form 8-K on October 4, 2019.

WeThe ~~have~~VIE ~~not~~Agreements ~~spent~~are ~~any~~as ~~funds on research and development activities in connection with our business.~~follows:

~~Personnel~~1) Exclusive Business Cooperation Agreement: Pursuant to the Exclusive Business Cooperation Agreement, ADHG serves as the exclusive provider of financial support, technical support, consulting services and management services to ACIL. In consideration of such services, ACIL has agreed to pay a service fee to ADHG, which is based on the time of services rendered multiplied by the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of ADHG. The Agreement has a term of 10 years but may be extended ADHG in its discretion.

As2) ofLoan ~~September~~Agreement: ~~30,~~Pursuant ~~2018,~~to wethe ~~employed~~Loan ~~two~~Agreement, ~~persons~~ADHG ongranted ~~a part~~interest-~~time~~free ~~basis. None~~loans of ~~our~~Hong ~~employees~~Kong Dollars Seventy Eight Thousand (“HK$78,000”), which is ~~subject~~equivalent to aUnited ~~collective~~States ~~bargaining~~Dollars ~~agreement.~~Ten WeThousand ~~believe~~(“US$10,000”) ~~that~~to ~~our~~the ~~relationship~~shareholders of the ACIL for the sole purpose of increasing the registered capital of the ACIL. These loans are eliminated with ~~our~~the ~~employees~~capital isof ~~good~~ACIL during consolidation.

~~Item~~3) 1AShare Pledge Agreement: Pursuant to the Share Pledge Agreement, the shareholders of ACIL pledged to ADHG a first security interest in all of their equity interests in ACIL to secure ACIL’s timely and complete payment and performance of its obligations under the Exclusive Business Cooperation Agreement. ~~Risk~~During ~~Factors~~the term of the Share Pledge Agreement, the pledgors agreed, among other things, not to transfer, place or permit the existence of any security interest or other encumbrance on their interest in ACIL without the prior written consent of ADHG. The pledge shall remain in effect until 10 years after the obligations under the business cooperation agreement will have been fulfilled. However, upon the full payment of the consulting and service fees under the Exclusive Business Cooperation Agreement and upon the termination of ACIL’s obligations under the Exclusive Business Cooperation Agreement, the Share Pledge Agreement shall be terminated and ADHG shall terminate this agreement as soon as reasonably practicable.

~~Not~~4) ~~applicable~~Power of Attorney: Pursuant to ~~smaller~~the ~~reporting~~Power ~~companies~~of Attorney, Messrs. Lam Chi Kwong Leo, as the sole shareholder of ACIL, granted to the ADHG the right to (i) attend shareholders meetings of ACIL (ii) exercise all shareholder rights (including voting rights) with respect to such equity interests in ACIL and (iii) designate and appoint on behalf of such shareholders the legal representative, directors, supervisors, and other senior management members of ACIL. The Power of Attorney is irrevocable and is continuously valid from the date of execution of such Power of Attorney, so long as such persons remain shareholders of ACIL.

~~Item~~5) 1BExclusive Option Agreement: Pursuant to the Exclusive Option Agreement, the shareholders of ACIL granted to the ADHG an irrevocable and exclusive right and option to purchase all of their equity interests in ACIL. ~~Unresolved~~The ~~Staff~~purchase ~~Comments~~price shall be equal to the capital paid in by the shareholders, adjusted pro rata for the purchase of less than all of the equity interests. The Agreement is effective for a term of 10 years, and may be renewed at ADHG’s election.

~~None~~For the year ended September 30, 2019, we generated $89 revenue and had $75,645 in expenses for a net loss of $78,750. For the year ended September 30, 2018, we generated $769 in revenue and had $32,172 in expenses for a net loss of $31,428.

~~Item~~We 2qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012. ~~Properties~~Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Our principal executive offices are located at Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. ~~The~~Our ~~Company~~telephone ~~does~~number ~~not~~is ~~own~~+852 ~~or rent property~~23519122. ~~The~~We ~~office~~were ~~space~~incorporated isunder ~~provided~~the bylaws anof ~~officer~~the atState noof ~~charge.~~Nevada Weon ~~believe~~August ~~that~~22, ~~this~~2015. ~~space~~Our isfiscal ~~adequate~~year ~~for~~end ~~our~~is ~~present~~September ~~needs~~30.

~~Item 3. Legal Proceedings.~~2

WePrincipal ~~are not a party to any legal proceedings, nor are we aware of any threatened litigation whatsoever.~~Business

~~Item~~The Company is currently pursuing business opportunities in Hong Kong. The Company acquired 4 companies during this financial year of 2019, which were Ando Automobile Technology Limited, Ando Capital Investment Limited, Xian Ando Industrial Company Limited and Xian Ando Factoring Commercial Company Limited. ~~Mine~~As ~~Safety~~of ~~Disclosures~~December 30, 2019, Ando Capital Investment Limited is the only operating company while it provides insurance planning services and sells the insurance products of Sun Life Hong Kong Limited to potential prospects.

~~Not~~Government ~~applicable to smaller reporting companies.~~Regulation

2We provide our services initially in Hong Kong and China. We target those customers from Hong Kong and China doing international business and plan to provide our insurance and factoring services to meet their needs for coverage and short-term liquidity.

~~PART~~The IIfollowing regulations are the laws and regulations that may be applicable to us:

~~Item~~Hong ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Kong

~~Market~~Our ~~Information~~businesses located in Hong Kong are subject to the general laws in Hong Kong governing businesses, including labor, occupational safety and health, general corporations, intellectual property and other similar laws. Because our website is maintained through the server in Hong Kong, we expect that we will be required to comply with the rules of regulations of Hong Kong governing the data usage and regular terms of service applicable to our potential customers. As the information of our potential customers is preserved in Hong Kong, we will need to comply with the Hong Kong Personal Data (Privacy) Ordinance (Cap 486).

~~Our~~The ~~common~~Employment ~~stock~~Ordinance is ~~currently~~the ~~listed~~main onpiece ~~OTC~~of ~~Markets~~legislation ~~under~~governing ~~the~~conditions ~~symbol~~of ~~“ADHG”~~employment in Hong Kong. It covers a comprehensive range of employment protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance, Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment Contract, Protection Against Anti-Union Discrimination.

~~Holders~~An employer must also comply with all legal obligations under the Mandatory Provident Fund Schemes Ordinance, (Cap 485). These include enrolling all qualifying employees in Mandatory Provident Fund (“MPF”) schemes and making MPF contributions for them. Except for exempt persons, employer should enroll both full-time and part-time employees who are at least 18 but under 65 years of ~~Record~~age in an MPF scheme within the first 60 days of employment. The 60-day employment rule does not apply to casual employees in the construction and catering industries.

AsWe are required to make MPF contributions for our Hong Kong employees once every contribution period (generally the wage period). Employers and employees are each required to make regular mandatory contributions of ~~September~~5% 30of the employee’s relevant income to an MPF scheme, ~~2018~~subject to the minimum and ~~December~~maximum 28relevant income levels. For a monthly-paid employee, ~~2018~~the minimum and maximum relevant income levels are $7,100 and $30,000 respectively. As of December 30, ~~there~~2019, ~~were~~we 28have ~~shareholders~~no ofemployee ~~record~~employed ofunder ~~the~~our ~~Company’s~~Hong ~~common~~Kong ~~stock~~subsidiaries.

~~Dividend~~We ~~Policy~~are in compliance with the above applicable ordinances and regulations in Hong Kong and have not involved any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations.

WePeople’s ~~have~~Republic never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance our operations, and to expand our business. Subject to the rights of ~~holders~~China of(“China” ~~preferred~~or ~~stock, any future determination to pay cash dividends will be at~~ the discretion of our board of directors and will be dependent upon our financial condition, operating results, capital requirements, limitations under Florida law and other factors that our board of directors considers appropriate.“PRC”)

~~Recent~~A ~~Sales~~portion of ~~Unregistered~~our ~~Securities~~acquired businesses are located in China and subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws.

~~None.~~Employment Contracts

~~Recent~~The ~~Sales~~Employment Contract Law was promulgated by the National People’s Congress’ Standing Committee on June 29, 2007 and took effect on January 1, 2008. The Employment Contract Law governs labor relations and employment contracts (including the entry into, performance, amendment, termination and determination of ~~Registered~~employment ~~Securities~~contracts) between domestic enterprises (including foreign-invested companies), individual economic organizations and private non-enterprise units (collectively referred to as the “employers”) and their employees.

~~None.~~3

~~Item 6~~a. ~~Selected~~Execution ~~Financial~~of ~~Data.~~employment contracts

~~Not~~Under ~~applicable~~the Employment Contract Law, an employer is required to ~~smaller~~execute ~~reporting~~written ~~companies~~employment contracts with its employees within one month from the commencement of employment. In the event of contravention, an employee is entitled to receive double salary for the period during which the employer fails to execute an employment contract. If an employer fails to execute an employment contract for more than 12 months from the commencement of the employee’s employment, an employment contract would be deemed to have been entered into between the employer and employee for a non-fixed term.

~~Item 7~~b. ~~Management’s~~Right ~~Discussion~~to ~~And~~non-fixed ~~Analysis~~term ~~Of Financial Condition And Results Of Operations~~contracts

~~The~~Under ~~following~~the ~~discussion~~Employment ~~and~~Contract ~~analysis should be read in conjunction with our financial statements~~Law, ~~including~~an ~~the~~employee ~~notes~~may ~~thereto,~~request ~~appearing~~a ~~in this Form 10~~non-Kfixed ~~and~~term ~~are~~contract ~~hereby~~without ~~referenced.~~an ~~The~~employer’s ~~following~~consent ~~discussion~~to ~~contains~~renew. ~~forward-looking~~In ~~statements that reflect our plans~~addition, ~~estimates~~an ~~and~~employee ~~beliefs.~~is ~~Our~~also ~~actual~~entitled ~~results~~to ~~could~~a ~~differ~~non-fixed ~~materially~~term ~~from~~contract ~~those~~with ~~discussed~~an inemployer ~~the~~if ~~forward-looking~~he ~~statements.~~has ~~Factors~~completed ~~that~~two ~~could~~fixed ~~cause~~term oremployment ~~contribute~~contracts towith such ~~differences~~employer; ~~include~~however, ~~but~~such ~~are~~employee must not ~~limited~~have ~~to,~~committed ~~those~~any ~~discussed~~breach ~~below~~or ~~and~~have ~~elsewhere~~been insubject ~~this~~to ~~report.~~any ~~You~~disciplinary ~~should~~actions ~~not~~during ~~place~~his ~~undue~~employment. ~~certainty~~Unless onthe ~~these~~employee ~~forward-looking~~requests ~~statements,~~to ~~which~~enter ~~apply~~into ~~only~~a asfixed ofterm ~~the~~contract, ~~date~~an ofemployer ~~this~~who ~~report.~~fails Weto ~~believe~~enter itinto isa ~~important~~non-fixed toterm ~~communicate~~contract ~~our~~pursuant ~~expectations.~~to ~~However,~~the ~~our~~Employment ~~management~~Contract ~~disclaims~~Law ~~any~~is ~~obligation~~liable to ~~update~~pay ~~any~~the ~~forward-looking~~employee ~~statements~~double ~~whether~~salary asfrom athe ~~result~~date ofthe ~~new~~employment ~~information,~~contract ~~future~~is ~~events or otherwise~~renewed.

3c. Compensation for termination or expiry of employment contracts

~~These~~Under ~~forward-looking~~the ~~statements~~Employment ~~are~~Contract ~~based~~Law, onemployees ~~our~~are ~~management’s~~entitled ~~current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results~~ to ~~differ~~compensation ~~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~~termination or ~~circumstances~~expiry ~~reflected~~of inan ~~these~~employment ~~statements will be achieved or will occur~~contract. ~~You~~Employees ~~can~~are ~~identify~~entitled ato ~~forward-looking~~compensation ~~statement~~even byin the ~~use~~event of the ~~forward-terminology,~~employer ~~including~~(i) ~~words~~has ~~such~~been asdeclared ~~“may”,~~bankrupt; ~~“will”,~~(ii) ~~“believes”,~~has ~~“anticipates”,~~its ~~“estimates”,~~business ~~“expects”,~~license ~~“continues”,~~revoked; ~~“should”,~~(iii) ~~“seeks”,~~has ~~“intends”,~~been ~~“plans”,~~ordered ~~and/or~~to ~~words~~cease ~~of similar import,~~ or ~~the~~withdraw ~~negative~~its ofbusiness; ~~these words and phrases~~ or ~~other~~(iv) ~~variations~~has ofbeen ~~these~~voluntarily ~~words and phrases or comparable terminology~~liquidated. ~~These~~Where ~~forward-looking~~an ~~statements~~employee ~~relate~~has ~~to,~~been ~~among~~employed ~~other~~for ~~things:~~more ~~our~~than ~~sales,~~one ~~results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales~~year, ~~general~~the ~~and~~employee ~~administrative~~will ~~expenses;~~be ~~our~~entitled ~~ability~~ to ~~maintain~~such ~~and~~compensation ~~develop~~equivalent ~~relationship~~to ~~with~~one ~~our~~month’s ~~existing~~salary ~~and~~for ~~potential~~every ~~future~~completed ~~customers;~~year ~~and, our ability to maintain a level~~ of ~~investment that is required to remain competitive~~service. ~~Many~~Where ~~factors~~an ~~could~~employee ~~cause~~has ~~our~~been ~~actual~~employed ~~results~~for toless ~~differ~~than ~~materially~~one ~~from those projected in these forward-looking statements~~year, ~~including,~~such ~~but~~employee ~~not~~will ~~limited~~be ~~to:~~deemed 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~~have ~~involvement~~completed ~~with~~one ~~litigation~~full oryear ~~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~~service.

~~Overview~~d. Trade union and collective employment contracts

~~Ando~~Under ~~Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in~~ the ~~state~~Employment ofContract ~~Nevada~~Law, ona ~~August~~trade ~~22,~~union ~~2015.~~may ~~After~~seek ~~thorough~~arbitration ~~discussion~~ and ~~analysis~~litigation onto ~~the~~resolve ~~mobile~~any ~~billboard~~dispute ~~industry,~~arising ~~the~~from ~~Company~~a ~~decided~~collective toemployment ~~terminate~~contract; ~~its~~provided ~~plans in~~ that ~~industry.~~such ~~The~~dispute ~~Company~~failed isto ~~currently~~be ~~pursuing~~settled ~~business~~through ~~opportunities in Hong Kong~~negotiations. The ~~Company~~Employment isContract ~~contemplating~~Law ~~purchasing~~also ~~two~~permits ~~existing~~a ~~companies,~~trade ~~one~~union into ~~financing~~enter ~~and~~into ~~the~~a ~~other~~collective inemployee ~~the~~contract ~~retail~~with ~~tea~~an ~~business.~~employer Ason behalf of ~~December~~all ~~28,~~the ~~2018, there has been no major progress regarding these acquisitions~~employees.

OnWhere ~~September~~a 5,trade ~~2017~~union has not been formed, a representative appointed under the ~~amendment~~recommendation toof a high-level trade union may execute the ~~Company’s~~collective ~~articles~~employment ofcontract. ~~incorporation~~Within ~~was~~districts ~~declared~~below ~~effective~~county level, collective employment contracts for industries such as those engaged in construction, mining, food and beverage and those from the ~~State~~service ofsector, ~~Nevada~~etc., ~~The~~may ~~amendment~~be ~~changed~~executed ~~the~~on ~~name~~behalf of employees by the ~~Company~~representatives from PCthe ~~Mobile~~trade ~~Media~~union ~~Corp~~of each respective industry. toAlternatively, ~~Ando~~a ~~Holdings~~district-based ~~Ltd~~collective employment contract may be entered into.

As a result of ~~September~~the ~~25,~~Employment ~~2017~~Contract Law, ~~FINRA~~all ~~accepted~~of ~~the~~our ~~name~~employees ~~change~~have ~~and~~executed ~~issued~~standard awritten ~~new~~employment ~~trading~~agreements ~~symbol~~with ~~for~~us. ~~the~~We ~~Company.~~have ~~The~~not ~~new~~experienced ~~trading~~any ~~symbol~~significant ~~for~~labor ~~the~~disputes ~~Company~~or isany ~~ADHG~~difficulties in recruiting staff for our operations.

~~Plan~~On October 28, 2010, the National People’s Congress of ~~Operation~~China promulgated the People’s Republic of China (“PRC”) Social Insurance Law, which became effective on July 1, 2011. In accordance with the PRC Social Insurance Law, the Interim Regulations on the Collection and Payment of Social Security Fund and other relevant laws and regulations, China establishes a social insurance system including basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance. An employer shall pay the social insurance for its employees in accordance with the rates provided under relevant regulations and shall withhold the social insurance that should be assumed by the employees. The authorities in charge of social insurance may request an employer’s compliance and impose sanctions if such employer fails to pay and withhold social insurance in a timely manner. Under the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

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 28, 2018, there has been no major progress regarding these acquisitions.4

~~Results~~The Ministry of ~~Operations~~Human ~~for~~Resources and Social Security promulgated the ~~Year~~Interim ~~Ended~~Provisions ~~September~~on 30Labor Dispatch on January 24, ~~2018~~2014. ~~Compared~~The Interim Provisions on Labor Dispatch, which became effective on March 1, 2014, sets forth that labor dispatch should only be applicable to temporary, auxiliary or substitute positions. Temporary positions shall mean positions subsisting for no more than six months, auxiliary positions shall mean positions of non-major business that serve positions of major businesses, and substitute positions shall mean positions that can be held by substitute employees for a certain period of time during which the ~~Year~~employees ~~Ended~~who ~~September~~originally 30hold such positions are unable to work as a result of full-time study, ~~2017~~being on leave or other reasons. The Interim Provisions further provides that, the number of the dispatched workers of an employer shall not exceed 10% of its total workforce, and the total workforce of an employer shall refer to the sum of the number of the workers who have executed labor contracts with the employer and the number of workers who are dispatched to the employer.

~~Revenues.~~Foreign ~~The~~Exchange ~~Company~~Control had $0 revenue for the year ended September 30, 2018, as compared to $10,000 for the year ended September 30, 2017. The change in revenue was due to a mobile advertising contract being executed in October 2016 and being cancelled in April 2017 due to non-payment. At September 30, 2017, all revenue relating to the contract had been received. The Company’s previous advertising business has been discontinued. At this time, the Company does not have any business operations.Administration

4Foreign exchange in China is primarily regulated by:

~~Selling,~~The ~~General~~Foreign ~~and~~Currency ~~Administrative~~Administration ~~Expenses.~~Rules ~~Selling~~(1996), ~~general and administrative expenses for the year ended September 30, 2018 were $14,358~~ as ~~compared~~amended; ~~to $3,660 for the year ended September 30, 2017. General~~ and ~~administrative expenses increased due to the change in business direction of the Company having incurred additional transfer and filing expenses.~~

~~Professional~~The ~~Fees.~~Administration ~~Professional~~Rules ~~fees~~of ~~for~~ the ~~year ended September 30~~Settlement, ~~2018~~Sale ~~were~~and ~~$16,855~~Payment asof ~~compared~~Foreign toExchange ~~$22~~(1996),~~535~~ ~~for~~or the ~~year~~Administration ~~ended September 30, 2017~~Rules. ~~Professional fees reduced due to the decrease in consulting fees.~~

~~Liquidity~~Under the Foreign Currency Administration Rules, if documents certifying the purposes of the conversion of RMB into foreign currency are submitted to the relevant foreign exchange conversion bank, the RMB will be convertible for current account items, including the distribution of dividends, interest and ~~Capital~~royalty ~~Resources~~payments, and trade and service-related foreign exchange transactions. Conversion of RMB for capital account items, such as direct investment, loans, securities investment and repatriation of investment, however, is subject to the approval of SAFE or its local counterpart.

WeUnder ~~measure~~the ~~our~~Administration ~~liquidity~~Rules infor athe ~~number~~Settlement, Sale and Payment of ~~ways~~Foreign Exchange, ~~including~~foreign-invested enterprises may only buy, sell and/or remit foreign currencies at banks authorized to conduct foreign exchange business after providing valid commercial documents and, in the ~~following:~~case of capital account item transactions, obtaining approval from SAFE or its local counterpart.

	As of		As of
	September 30, 2018		September 30, 2017
Cash	$	-	$	-
Prepaid Expenses		9,000		7,900
Related Party Loans		48,958		14,150
Working Deficit		(39,993)		(8,750)
Total Current liabilities	$	48,993	$	16,650

As an offshore holding company with a PRC subsidiary, we may (i) make additional capital contributions to our PRC subsidiaries, (ii) establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, (iii) make loans to our PRC subsidiaries or consolidated affiliated entities, or (iv) acquire offshore entities with business operations in China in offshore transactions. However, most of these uses are subject to PRC regulations and approvals. For example:

~~Impact~~Capital contributions to our PRC subsidiaries, whether existing or newly established ones, must be approved by the Ministry of ~~Inflation~~Commerce or its local counterparts;

WeLoans ~~believe~~by ~~that~~us ~~the~~to ~~rate of inflation has had negligible effect on~~ our ~~operations.~~PRC Wesubsidiaries, ~~believe~~each weof ~~can~~which ~~absorb~~is ~~most,~~a ifforeign-invested ~~not all~~enterprise, ~~increased~~to ~~non-controlled~~finance ~~operating~~their ~~costs~~activities bycannot ~~increasing~~exceed ~~sales~~statutory ~~prices,~~limits ~~whenever deemed necessary~~ and bymust ~~operating~~be ~~our~~registered ~~Company~~with inSAFE ~~the~~or ~~most~~its ~~efficient~~local ~~manner~~branches; ~~possible.~~and

~~Net~~Loans ~~Cash~~by ~~Used~~us into ~~Operating~~our ~~Activities~~consolidated affiliated entities, which are domestic PRC entities, must be approved by the National Development and Reform Commission and must also be registered with SAFE or its local branches.

WeOn ~~experienced~~August ~~net~~29, ~~cash~~2008, ~~used~~SAFE inpromulgated ~~operating~~the ~~activities~~Circular ~~for~~on the ~~year~~Relevant ~~ended~~Operating ~~September~~Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or “Circular 142”. On March 30, ~~2018~~2015, SAFE issued the Circular of ~~$34,808~~the ~~due~~State toAdministration ~~cash~~of ~~used~~Foreign Exchange Concerning Reform of the Administrative Approaches to ~~fund~~Settlement aof ~~net~~Foreign ~~loss~~Exchange Capital of ~~$31~~Foreign-invested Enterprises,~~243.~~ Weor ~~experienced~~“Circular ~~net~~19”, ~~cash~~which ~~used~~became ineffective ~~operating~~on ~~activities~~June of1, ~~$40~~2015,~~995~~ ~~for~~to regulate the ~~year~~conversion ~~ended~~by ~~September~~foreign 30invested enterprises, ~~2017~~or ~~due~~FIEs, toof ~~cash~~foreign currency into RMB by restricting how the converted RMB may be used. toCircular ~~fund~~19 arequires ~~net~~that ~~loss~~RMB converted from the foreign currency-dominated capital of ~~$16,195,~~a FIE shall be managed under the Accounts for FX settlement and apending ~~change~~payment. ofThe ~~control~~expenditure scope of such Accounts includes expenditure within the ~~Company~~business ~~that~~scope, ~~resulted~~payment inof ~~all~~funds ~~liabilities~~for atdomestic ~~June~~equity 30investment and RMB deposits, ~~2017~~repayment ~~being~~of ~~paid~~the inRMB ~~full~~loans byafter ~~the~~completed ~~former~~utilization ~~officer~~and so forth. A FIE shall truthfully use its capital

~~Net Cash Used in Investing Activities~~5

Weby ~~experienced~~itself nowithin ~~cash~~the ~~flow~~business scope and shall not, directly or indirectly, use its capital or RMB converted from ~~investing~~the ~~activities~~foreign currency-dominated capital for ~~years~~(i) ~~ended~~expenditure ~~September~~beyond 30its business scope or expenditure prohibited by laws or regulations, ~~2018~~(ii) disbursing RMB entrusted loans (unless permitted under its business scope), repaying inter-corporate borrowings (including third-party advance) and ~~2017~~repaying RMB bank loans already refinanced to any third party. Where a FIE, other than a foreign-invested investment company, foreign-invested venture capital enterprise or foreign-invested equity investment enterprise, makes domestic equity investment by transferring its capital in the original currency, it shall obey the current provisions on domestic re-investment. Where such a FIE makes domestic equity investment by its RMB conversion, the invested enterprise shall first go through domestic re-investment registration and open a corresponding Accounts for FX settlement and pending payment, and the FIE shall thereafter transfer the conversion to the aforesaid Account according to the actual amount of investment. In addition, according to the Regulations of the People’s Republic of China on Foreign Exchange Administration, which became effective on August 5, 2008, the use of foreign exchange or RMB conversion may not be changed without authorization.

~~Net~~Violations ~~Cash~~of ~~Provided~~the byapplicable ~~Financing~~circulars ~~Activities~~and rules may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations.

WeIn ~~experienced~~light ~~net~~of ~~cash~~the ~~provided~~various requirements imposed by ~~financing~~PRC ~~activities~~regulations on loans to and direct investment in ~~the~~PRC ~~amount~~entities ofby ~~$34~~offshore holding companies,~~808~~ ~~for~~we ~~year~~cannot ~~ended~~assure ~~September~~you ~~30,~~that ~~2018~~we ~~due~~will always be able to ~~related~~complete ~~party~~the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans~~. We~~ ~~experienced~~to ~~net~~our ~~cash~~PRC ~~provided~~subsidiary or future capital contributions by ~~financing~~us ~~activities~~to inour ~~the~~PRC ~~amount~~subsidiary. ofIf ~~$36,945~~we ~~for~~fail ~~the~~to ~~year~~complete ~~ended~~such ~~September~~registrations 30or obtain such approvals, ~~2017~~our ~~due~~ability to ~~the~~capitalize ~~sale~~or ofotherwise ~~common~~fund ~~stock~~our PRC operations may be negatively affected, which could materially and ~~related~~adversely ~~party~~affect ~~loans.~~our liquidity and our ability to fund and expand our business.

5Currently, we are in compliance with the above applicable ordinances and regulations in China and have not involved any lawsuit or prosecuted by the local authority resulting from any breach of the ordinances and regulations.

~~Availability~~As of ~~Additional~~December ~~Funds~~30, 2019, we haven’t commenced our factoring business plan in China and there is no employee employed under our China subsidiaries.

Based on our working capital deficit as of September 30, 2018, we will need additional equity and/or debt financing to continue our operations during the next 12 months. See “Description of Business”.Insurance

~~Critical~~We ~~Accounting~~do ~~Policies~~not current maintain property, business interruption and ~~Estimates~~casualty insurance. As our business matures, we expect to obtain such insurance in accordance with customary industry practices in Hong Kong and China, as applicable.

Our 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 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 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 the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.Seasonality

~~We qualify as an “emerging growth company”, as defined in the Jumpstart~~ Our ~~Business~~businesses ~~Startups~~are Act, which became law in April 2012. Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not ~~to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be~~ subject to ~~the same new or revised accounting standards as other public companies that are not emerging growth companies~~seasonality.

~~Recently~~Research ~~Issued~~and ~~Accounting Pronouncements~~Development

~~Reference~~We ishave ~~made~~not tospent ~~the~~any ~~“Significant~~funds ~~Accounting~~on ~~Pronouncements”~~research inand ~~Note~~development 3activities ~~to our financial statements included elsewhere~~ in ~~this~~connection ~~report~~with ~~for~~our ~~information related to new accounting pronouncements~~business.

~~Off-Balance Sheet Arrangements~~Personnel

WeAs doof ~~not~~September ~~have~~30, ~~any~~2019, ~~off-balance~~we ~~sheet~~employed ~~arrangements~~two ~~that~~persons ~~have~~on ora ~~are~~part-time ~~reasonably~~basis, ~~likely~~who toare ~~have~~our aCEO, ~~current~~Mr orLam ~~future~~Chi ~~effect~~Kwong onLeo and our ~~financial condition~~CFO, ~~changes~~Ms. inLee ~~financial~~Hiu ~~condition,~~Lan. ~~revenues~~None orof ~~expenses,~~our ~~results~~employees ofis ~~operations,~~subject ~~liquidity,~~to ~~capital~~a ~~expenditures~~collective orbargaining ~~capital~~agreement. ~~resources~~We believe that ~~are~~our ~~material~~relationship towith ~~investors~~our employees is good.

~~Material~~Item ~~Commitments~~1A. Risk Factors.

OnNot ~~March~~applicable ~~18, 2017, Ando Capital Investment Limited engaged Acorn Assets & Equity Limited~~ to ~~identify~~smaller ~~and~~reporting ~~precipitate the purchase of a public company through a Consulting Agreement~~companies. 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.

~~Purchase~~Item of1B. ~~Furniture~~Unresolved ~~and~~Staff ~~Equipment~~Comments.

~~There were no purchases of computers and any other equipment for the year ended September 30, 2018~~None.

~~Critical~~Item ~~Accounting~~2. ~~Policies~~Properties.

Our ~~financial~~executive ~~statements~~offices ~~and~~are ~~accompanying~~located ~~notes~~at ~~have~~Room ~~been~~1107, ~~prepared~~11/F, inLippo ~~accordance~~Sun ~~with~~Plaza, ~~United~~28 ~~States~~Canton ~~generally~~Road, ~~accepted~~Tsim ~~accounting~~Sha ~~principles~~Tsui, ~~applied~~Kowloon, onHong ~~a consistent basis~~Kong. The ~~preparation~~Company ofdoes ~~financial~~not ~~statements~~own inor ~~conformity~~rent ~~with~~property. ~~United~~The ~~States~~office ~~generally~~space ~~accepted~~is ~~accounting~~provided ~~principles~~by ~~requires~~Ando ~~management~~Credit toLimited, ~~make~~a ~~estimates~~Hong ~~and~~Kong ~~assumptions that affect the reported amounts of assets and liabilities~~company, ~~the disclosure of contingent assets and liabilities~~ at ~~the~~no ~~date~~charge. ofWe ~~the~~believe ~~financial~~that ~~statements~~this ~~and~~space ~~the~~is ~~reported~~adequate ~~amounts~~for ofour ~~revenues~~present ~~and expenses during the reporting periods~~needs.

WeItem ~~regularly evaluate the accounting policies and estimates that we use to prepare our financial statements~~3. InLegal general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstancesProceedings. ~~Actual results could differ from those estimates made by management.~~

~~Cash~~We ~~and~~are ~~Cash~~not ~~Equivalents~~a party to any legal proceedings, nor are we aware of any threatened litigation whatsoever.

WeItem ~~consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents~~4. AtMine ~~September~~Safety ~~30, 2018, we have no cash equivalents.~~Disclosures

~~Use~~Not ofapplicable ~~Estimates~~to smaller reporting companies.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.7

~~Share~~PART ~~Based Payments~~II

WeItem ~~recognize~~5. ~~compensation~~Market ~~cost~~ for ~~stock-based~~Registrant’s ~~awards~~Common ~~to employees in accordance with ASC Topic 718~~Equity, ~~over~~Related ~~the~~Stockholder ~~requisite~~Matters ~~service~~and ~~period~~Issuer ~~for~~Purchases ~~each~~of ~~separately~~Equity ~~vesting tranche, as if multiple awards were granted~~Securities. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.

~~Earnings~~Market ~~(Loss) Per Share~~Information

~~The~~Our ~~Company~~common ~~computes~~stock ~~earnings per share in accordance with ASC 260, “Earnings Per Share”. Under the provisions of ASC 260, basic earnings per share~~ is ~~computed~~currently byquoted ~~dividing~~on the ~~net~~OTCQB ~~income~~under ~~(loss) for~~ the ~~period~~trading bysymbol ~~the weighted average number of common shares outstanding during the period~~“ADHG”. ~~Diluted~~Our ~~earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of~~ common ~~and~~stock ~~potentially~~did ~~dilutive~~not ~~common~~trade ~~shares~~prior ~~outstanding~~to ~~during~~May ~~the~~8, ~~period~~2017. ~~There were no potentially dilutive common shares outstanding during the period.~~

~~Income~~Trading ~~Taxes~~in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

~~The~~For ~~Company~~the ~~accounts~~periods ~~for income taxes as outlined in ASC 740~~indicated, ~~“Income Taxes”. Under~~ the ~~asset~~following ~~and~~table ~~liability~~sets ~~method~~forth ofthe ~~ASC~~high ~~740, deferred tax assets~~ and ~~liabilities~~low ~~are~~bid ~~recognized~~prices ~~for~~per ~~the~~share ~~estimated future tax consequences attributable to differences between the financial statement carrying amounts~~ of ~~existing~~common ~~assets~~stock ~~and~~based ~~liabilities~~on ~~and~~inter-dealer ~~their~~prices, ~~respective~~without ~~tax~~retail ~~bases.~~mark-up, ~~Deferred~~mark-down ~~tax~~or ~~assets~~commission and ~~liabilities~~may ~~are~~not ~~measured~~represent ~~using~~actual ~~enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled~~transactions.

Fiscal Year 2019	High Bid		Low Bid
First Quarter	$	8.00	$	4.00
Second Quarter	$	4.00	$	4.00
Third Quarter	$	4.00	$	4.00
Fourth Quarter	$	4.00	$	4.00

Fiscal Year 2018	High Bid		Low Bid
First Quarter	$	1.25	$	0.10
Second Quarter	$	50.00	$	1.25
Third Quarter	$	26.375	$	26.375
Fourth Quarter	$	26.375	$	8.00

~~Recent~~We ~~Accounting~~have ~~Pronouncements~~issued 12,000,000 shares of our common stock since our inception on August 8, 2015. There are no outstanding options or warrants or securities that are convertible into shares of common stock.

~~Reference~~Holders isof ~~made to the Recent Accounting Pronouncements in Note 3 to our financial statements included elsewhere in this report for information related to new accounting pronouncements.~~Record

~~Item~~As ~~7A.~~of ~~Quantitative~~September ~~and~~30, ~~Qualitative~~2019, ~~Disclosures~~we ~~about~~have ~~Market~~39 ~~Risk~~shareholders of record of our common stock.

WeEquity ~~are~~Compensation ~~not~~Plan subject to risks related to foreign currency exchange rate fluctuations. Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.Information

~~Item~~We 8have not adopted or approved an equity compensation plan. ~~Financial~~None ~~Statements~~of ~~and~~options, ~~Supplementary~~warrants ~~Data~~or other convertible securities have been granted outside of an approved equity compensation plan.

~~INDEX~~Transfer TOAgent ~~CONSOLIDATED~~and ~~FINANCIAL STATEMENTS~~Registrar

	Page
Financial Statements
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of September 30, 2018 and 2017	F-2
Statements of Operations for the years ended September 30, 2018 and 2017	F-3
Statements of Changes in Stockholders’ Deficit for the years ended September 30, 2018 and 2017	F-4
Statements of Cash Flows for the years ended September 30, 2018 and 2017	F-5
Notes to the Audited Financial Statements	F-6

The transfer agent for our capital stock is Globex Transfer LLC, with an address at 80 Deltona Blvd., Suite 202, Deltona, FL 32725 and telephone number is +1 813 344 4490.

8Penny Stock Regulations

~~REPORT~~The OFSecurities ~~INDEPENDENT~~and ~~REGISTERED~~Exchange ~~PUBLIC~~Commission ~~ACCOUNTING~~has ~~FIRM~~adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

~~To:~~For ~~The~~transactions ~~Board~~covered by these rules, the broker-dealer must make a special suitability determination for the purchase of ~~Directors~~such securities and ~~Stockholders~~have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the

~~Ando Holdings Ltd.~~8

~~Opinion~~penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the ~~Consolidated~~limited ~~Financial~~market ~~Statements~~in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

WeIn ~~have~~addition ~~audited~~to the ~~accompanying~~“penny ~~balance~~stock” ~~sheets~~rules ofpromulgated ~~Ando~~by ~~Holdings~~the ~~Ltd.~~Securities and ~~subsidiaries~~Exchange (Commission, the Financial Industry Regulatory Authority (“~~Company~~FINRA”) ashas ofadopted ~~September~~rules ~~30,~~that ~~2018~~require ~~and~~that ~~2017,~~in ~~the~~recommending ~~related~~an ~~statements~~investment ofto ~~operations~~a customer, ~~stockholders’deficit,~~a ~~and~~broker-dealer ~~cash~~must ~~flows~~have reasonable grounds for ~~the~~believing ~~years~~that ~~then~~the ~~ended,~~investment ~~and~~is ~~the~~suitable ~~related~~for ~~notes~~that ~~(collectively~~customer. ~~referred~~Prior to asrecommending ~~the~~speculative ~~“financial~~low ~~statements”).~~priced Insecurities ~~our~~to ~~opinion~~their non-institutional customers, ~~the~~broker-dealers ~~financial~~must ~~statements~~make ~~present~~reasonable ~~fairly,~~efforts into ~~all~~obtain ~~material~~information ~~respects,~~about the customer’s financial ~~position~~status, oftax ~~the~~status, ~~Company~~investment asobjectives and other information. Under interpretations of ~~September~~these 30rules, ~~2018~~FINRA ~~and~~believes ~~2017,~~that ~~and~~there ~~the~~is ~~results~~a ofhigh ~~its~~probability ~~operations~~that ~~and~~speculative ~~its~~low-priced ~~cash~~securities ~~flows~~will not be suitable for ~~the~~at ~~years~~least ~~then~~some ~~ended,~~customers. inThe ~~conformity~~FINRA ~~with~~requirements ~~accounting~~make ~~principles~~it ~~generally~~more ~~accepted~~difficult infor broker-dealers to recommend that their customers buy our common stock, which may limit the ~~United~~investors’ ~~States~~ability to buy and sell our stock.

~~Going Concern Matter~~Dividends

~~The~~No ~~accompanying~~cash ~~financial~~dividends ~~statements~~were ~~have~~paid ~~been~~on ~~prepared~~our ~~assuming~~shares ~~that~~of ~~the~~common ~~Company~~stock ~~will~~during ~~continue~~the asfiscal ayear ~~going~~ended ~~concern.~~September As30, ~~discussed~~2019, ~~in Note 2 to the financial statements~~2018, ~~the~~2017 ~~Company~~and ~~has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern~~2016. ~~Management’s~~We ~~plans~~have innot ~~regard~~paid toany ~~these~~cash ~~matters~~dividends ~~are~~since ~~also~~August ~~described~~22, in2015 ~~Note~~(inception) 2.and ~~The financial statements~~ do not ~~include~~foresee declaring any ~~adjustments~~cash ~~that~~dividends ~~might~~on ~~result~~our ~~from~~common ~~the~~stock ~~outcome~~in ofthe ~~this~~foreseeable ~~uncertainty~~future.

~~Basis~~Recent ~~for~~Sales ~~Opinion~~of Registered Securities

~~These financial statements are the responsibility of the Company’s management~~None. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeItem ~~conducted our audit in accordance with the standards of the PCAOB~~6. ~~Those~~Selected ~~standards~~Financial ~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud~~Data. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

~~Our~~Not ~~audit~~applicable ~~also~~to ~~included~~smaller ~~evaluating~~reporting ~~the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements~~companies. ~~We believe that our audit provides a reasonable basis for our opinion.~~

/Item 7. Management’s/ ~~TAAD~~Discussion ~~LLP~~And Analysis Of Financial Condition And Results Of Operations

WeThe ~~have~~following ~~served~~discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this Form 10-K 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 ~~Company’s~~date ~~auditor~~of ~~since~~this ~~2017~~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.

~~Diamond~~These ~~Bar~~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, ~~California~~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

~~December 31, 2018~~9

~~F-1~~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.

~~Ando Holdings Ltd.~~Overview

~~Balance~~Ando ~~Sheets~~Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in the state of Nevada on August 22, 2015. After thorough discussion and analysis on the mobile billboard industry, the Company decided to terminate its plans in that industry. 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 28, 2018, there has been no major progress regarding these acquisitions.

	September 30, 2018		September 30, 2017
ASSETS
Current Assets
Prepaid Expenses	$	9,000	$	7,900
Total Current Assets		9,000		7,900
TOTAL ASSETS	$	9,000	$	7,900
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable & Accrued Expenses	$	35	$	2,500
Related Party Loans		48,958		14,150
Total Current Liabilities		48,993		16,650
TOTAL LIABILITIES		48,993		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 September 30, 2018 and September 30, 2017		12,000		12,000
Additional Paid In Capital		58,840		58,840
Accumulated Deficit		(110,833)		(79,590)
TOTAL STOCKHOLDERS' DEFICIT		(39,993)		(8,750)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	9,000	$	7,900

On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada. The amendment changed the name of the Company from PC Mobile Media Corp. to Ando Holdings Ltd.

~~The~~As ~~auditor's~~of ~~report~~September 25, 2017, FINRA accepted the name change and ~~accompanying~~issued ~~notes~~a ~~are~~new antrading ~~integral~~symbol ~~part~~for ofthe ~~these~~Company. ~~financial~~The ~~statements~~new trading symbol for the Company is ADHG.

FOn November 29, 2018, the Company acquired Ando Automobile Technology Limited from Lam Chi Kwong Leo with a cash consideration of $1,282. The Company intends this fully owned subsidiary to operate as an automobile trading company, trading in foreign-2made automobiles to be shipped to Chinese buyers directly. As of September 30, 2019, this subsidiary has no operation.

On September 30, 2019, the Company and Ando ~~Holdings~~Capital ~~Ltd~~Investment Limited, a limited liability company incorporated in Hong Kong (“ACIL”) and Mr. Lam Chi Kwong Leo, a permanent Hong Kong resident, a major shareholder of the Company, our director and Chief Executive Officer and the sole shareholder of ACIL, entered into the a set of agreements, collectively named as the “Variable Interest Entity or VIE Agreements,” pursuant to which the Company has contractual rights to control and operate the business of ACIL (the “VIE”). ACIL currently has insurance business and was established as our VIE for our future business expansion and development in Hong Kong. We filed a Form 8-K on October 4, 2019.

~~Statements~~Plan of ~~Operations~~Operation

	Year ended September 30, 2018		Year ended September 30, 2017
REVENUE
Revenues	$	-	$	-
Total Revenues	$	-	$	-
EXPENSES
General and Administrative		14,358		-
Professional Fees		16,885		-
Total Expenses		31,243		-
LOSS FROM OPERATIONS		(31,243)		-
Provision for Income Taxes		-		-
NET LOSS FROM CONTINUING OPERATIONS	$	(31,243)	$	-
NET LOSS FROM DISCONTINUED OPERATIONS	$	-	$	(16,195)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		12,000,000		12,000,000

The Company is currently pursuing business opportunities in Hong Kong. The Company acquired 4 companies during this financial year, which were Ando Automobile Technology Limited, Ando Capital Investment Limited, Xian Ando Industrial Company Limited and Xian Ando Factoring Commercial Company Limited. As of December 30, 2019, only Ando Capital Investment Limited is an operating company while it provides insurance planning services and sells the insurance products of Sun Life Hong Kong Limited to potential prospects.

~~The~~Results ~~auditor's~~of ~~report~~Operations ~~and~~for ~~accompanying~~the ~~notes~~Year ~~are~~Ended anSeptember ~~integral~~30, ~~part~~2019 ofCompared ~~these~~to ~~financial~~the ~~statements.~~Year Ended September 30, 2018

~~F-3~~Revenues. The Company had no revenue for the years ended September 30, 2019 and 2018.

~~Ando~~Selling, ~~Holdings~~General ~~Ltd~~and Administrative Expenses. Selling, general and administrative expenses for the year ended September 30, 2019 were $75,645 as compared to $32,172 for the year ended September 30, 2018. General and administrative expenses increased due to professional fee incurred during the acquisition of subsidiaries.

~~Statements~~Finance Cost. Interest Expense for the year ended September 30, 2019 was $3,244 as compared to $0 for the year ended September 30, 2018. The increase of ~~Changes~~such Ininterest ~~Stockholders'~~expense ~~Deficit~~was due to the issuance of a promissory note with principal $50,000 at 12% per annum on February 1, 2019.

~~From September 30, 2016 to September 30, 2018~~10

	Common Stock
	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total
Balance, September 30, 2016	12,000,000	$	12,000	$	36,000	$	(63,395)	$	(15,395)
Contributed Capital per Assignment Agreement dated June 28, 2017.				$	22,840			$	22,840
Net (loss) for the year ended September 30, 2017							(16,195)		(16,195)
Balance, September 30, 2017	12,000,000	$	12,000	$	58,840	$	(79,590)	$	(8,750)
Net (loss) for the year ended September 30, 2018							(31,243)		(31,243)
Balance, September 30, 2018	12,000,000	$	12,000	$	58,840	$	(110,833)	$	(39,993)

Liquidity and Capital Resources

~~The~~We ~~auditor's~~measure ~~report~~our ~~and~~liquidity ~~accompanying~~in ~~notes~~a ~~are~~number ~~an integral part~~ of ~~these~~ways, ~~financial~~including ~~statements.~~the following:

F-4

	As of		As of
	September 30, 2019		September 30, 2018

Cash	$	61,816	$	878
Prepaid Expenses		13,000		9,000
Related Party Loans		123,610		48,958
Working Deficit		(120,669)		(41,919)
Total Current liabilities	$	195,485	$	51,797

~~Ando~~Impact ~~Holdings~~of ~~Ltd.~~Inflation

~~Statements~~We believe that the rate of ~~Cash~~inflation ~~Flows~~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.

	Year ended September 30, 2018		Year ended September 30, 2017
OPERATING ACTIVITIES
Net Loss	$	(31,243)	$	-
Net Loss from discontinued operations				(16,195)
Adjustments to reconcile Net Loss to net cash provided by operations:
Increase in Prepaid Expenses		(1,100)		-
Decrease in AP & Accrued Expenses		(2,465)		-
Cash used in operating activities-continuing operations	$	(34,808)	$	-
Cash used in operating activities-discontinued operations		-		(40,995)
Net cash used in Operating Activities	$	(34,808)	$	(40,995)
FINANCING ACTIVITIES
Contributed Capital	$	-	$	-
Proceeds from Related Party Loan		34,808		-
Cash provided by financing activities-continuing operations		34,808		-
Cash provided by financing activities-discontinued operations		-		36,945
Net cash provided by Financing Activities	$	34,808	$	36,945
Net decrease in Cash for period		-		(4,050)
Cash at beginning of period		-		4,050
Cash at end of period	$	-	$	-
Supplemental Cash Flow Information and noncash Financing Activities:
Expenses paid by related party on behalf of the Company	$	34,808	$	1,215

Net Cash Used in Operating Activities

~~The~~We ~~auditor's~~experienced ~~report~~net ~~and~~cash ~~accompanying~~used ~~notes~~in ~~are~~operating anactivities ~~integral~~for ~~part~~the year ended September 30, 2019 of ~~these~~$64,368 ~~financial~~due ~~statements~~to cash used to fund a net loss of $78,750. We experienced net cash used in operating activities of $35,737 for the year ended September 30, 2018 due to cash used to fund a net loss of $32,197.

~~F-5~~Net Cash Used in Investing Activities

~~Ando~~We ~~Holdings~~experienced ~~Ltd~~no cash flow from investing activities for years ended September 30, 2019 and 2018.

~~Notes~~Net toCash ~~the~~Provided ~~Audited~~by ~~Financial~~Financing ~~Statements~~Activities

We experienced net cash provided by financing activities in the amount of $125,306 for year ended September 30, ~~2018~~2019 due to related party loans and ~~2017~~an issuance of promissory note. We experienced net cash provided by financing activities in the amount of $35,737 for the year ended September 30, 2018 due to the related party loans.

~~NOTE~~Availability 1of -Additional ~~NATURE OF OPERATIONS AND BASIS OF PRESENTATION~~Funds

~~Ando~~Based ~~Holdings~~on ~~Ltd.~~our ~~(“Ando~~working ~~Holdings~~capital ~~Ltd.”~~deficit oras ~~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 analysis~~2019, ~~the~~we ~~Company~~will ~~terminated~~need ~~its~~additional ~~advertising~~equity ~~business.~~and/or ~~The~~debt ~~Company~~financing isto ~~currently~~continue ~~pursuing~~our ~~business~~operations ~~opportunities~~during ~~in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and~~ the ~~other~~next in12 ~~the retail tea business~~months. ~~As of September 30, 2018, there has been no major progress regarding these acquisitions.~~

~~NOTE~~Critical 2Accounting -Policies ~~GOING~~and ~~CONCERN~~Estimates

~~The~~Our ~~accompanying~~ financial statements and accompanying notes have been prepared ~~assuming~~in ~~that~~accordance ~~the~~with ~~Company~~United ~~will~~States ~~continue~~generally asaccepted aaccounting ~~going~~principles ~~concern.~~applied ~~For the period from inception~~ on ~~August 22, 2015 through September 30, 2018, the Company has had minimal operations, and has accumulated~~ a ~~deficit~~consistent ~~of $110,833~~basis. InThe ~~view~~preparation of ~~this,~~financial ~~the~~statements ~~Company’s~~in ~~ability~~conformity towith ~~continue~~United asStates agenerally ~~going~~accepted ~~concern~~accounting isprinciples ~~dependent~~requires ~~upon~~management ~~the Company’s ability~~ to ~~continue~~make ~~operations~~estimates and toassumptions ~~achieve~~that aaffect ~~level~~the ofreported ~~profitability~~amounts ~~large~~of ~~enough~~assets toand ~~cover~~liabilities, the ~~Company’s~~disclosure ~~expenses.~~of ~~The~~contingent ~~Company~~assets ~~intends on financing its future development activities~~ and ~~its~~liabilities ~~working~~at ~~capital needs largely from~~ the ~~sale~~date of ~~public~~the ~~equity~~financial ~~securities,~~statements ~~with~~and ~~some~~the ~~additional~~reported ~~funding~~amounts ~~from~~of ~~other~~revenues ~~traditional~~and ~~financing~~expenses ~~sources,~~during ~~until~~the ~~such~~reporting ~~time~~periods. ~~that~~Actual ~~funds~~results ~~provided~~could bydiffer ~~operations~~from ~~are~~these ~~sufficient to fund working capital requirements~~estimates. ~~The~~Our ~~financial~~significant ~~statements~~estimates ofand ~~the~~assumptions ~~Company do not~~ include ~~any adjustments relating to~~ the ~~recoverability~~fair ~~and~~value ~~classification~~ of ~~recorded~~our ~~assets~~stock, ~~or the amounts~~ and ~~classifications of liabilities that might be necessary should~~ the ~~Company~~valuation beallowance ~~unable~~relating to ~~continue as a going concern. Management has evaluated these factors and has determined that they raise substantial doubt about~~ the Company’s ~~ability~~deferred totax ~~continue as a going concern within one year after the date that the financial statements are issued~~assets.

~~The~~We ~~officers~~qualify ~~and~~as ~~directors~~an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act, which became law in April 2012. Under the JOBS Act, “emerging growth companies”, can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have ~~agreed~~elected not to ~~advance~~avail ~~funds~~ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the ~~Company~~same tonew ~~meet~~or ~~its~~revised ~~obligations~~accounting standards as other public companies that are not emerging growth companies.

~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~11

~~The~~Recently ~~preparation~~Issued ofAccounting financial statements in conformity with generally accepted accounting principles requires us to establish accounting policies and make estimates and assumptions that affect our reported amounts of assets and liabilities at the date of the financial statements. These financial statements include some estimates and assumptions that are based on informed judgments and estimates of management. We evaluate our policies and estimates on an on-going basis and discuss the development, selection, and disclosure of critical accounting policies with the Board of Directors. Predicting future events is inherently an imprecise activity and as such requires the use of judgment. Our financial statements may differ based upon different estimates and assumptions.Pronouncements

~~Basis~~Reference ofis ~~Presentation~~made to the “Significant Accounting Pronouncements” in Note 3 to our financial statements included elsewhere in this report for information related to new accounting pronouncements.

~~The~~Off-Balance ~~financial~~Sheet statements present the balance sheets, statements of operations and cash flows, and changes in stockholders' equity (deficit), of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.Arrangements

~~Use~~We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of ~~Estimates~~operations, ~~and~~liquidity, ~~Assumptions~~capital expenditures or capital resources that are material to investors.

~~Preparation~~Material of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.Commitments

~~F-6~~Nil.

~~Cash~~Item 7A. Quantitative and ~~Cash~~Qualitative ~~Equivalents~~Disclosures about Market Risk.

~~For~~We ~~the~~are ~~purposes~~not ofsubject ~~the~~to ~~statement~~risks ofrelated ~~cash~~to ~~flows,~~foreign ~~the~~currency ~~Company~~exchange ~~considers~~rate ~~highly~~fluctuations. ~~liquid~~Our ~~financial~~functional ~~instruments~~currency ~~purchased~~is ~~with~~the aUnited ~~maturity~~States ofdollar. ~~three~~We ~~months~~do ornot ~~less~~transact toour bebusiness ~~cash~~in ~~equivalents~~other currencies. AtAs ~~September~~a 30result, ~~2018~~we ~~and~~are ~~2017,~~not ~~the~~subject ~~Company~~to ~~had~~exposure ~~cash~~from ofmovements $0in ~~and~~foreign ~~$0,~~currency ~~respectively~~exchange rates. We do not use derivative financial instruments for speculative trading purposes.

~~Revenue~~Item 8. Financial Statements and ~~Cost~~Supplementary ~~Recognition~~Data.

~~Revenue~~INDEX isTO ~~recognized~~CONSOLIDATED ~~upon~~FINANCIAL transfer of control of promised products or services to customers in an amount that reflects the consideration expected in exchange for those products and services. Revenue is recognized net of all allowances.STATEMENTS

For the years ended September 30, 2018 and 2017, the Company realized revenue in the amount of $0 and $10,000 respectively.

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets as of September 30, 2019 and 2018	F-2

Consolidated Statements of Operations for the years ended September 30, 2019 and 2018	F-3

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended September 30, 2019 and 2018	F-4

Consolidated Statements of Cash Flows for the years ended September 30, 2019 and 2018	F-5

Notes to the Consolidated Financial Statements	F-6

~~Cash Flow Reporting~~12

~~The~~REPORT ~~Company~~OF ~~follows~~INDEPENDENT ~~ASC~~REGISTERED ~~230,~~PUBLIC ~~Statement~~ACCOUNTING of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.FIRM

To: The ~~Company~~Board ~~reports the reporting currency equivalent~~ of ~~foreign~~Directors ~~currency cash flows, using the current exchange rate at the time of the cash flows~~ and ~~the~~Stockholders ~~effect~~ of ~~exchange~~Ando ~~rate~~Holdings changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.Limited

~~Net~~Opinion ~~Loss~~on ~~per~~the ~~Share~~Consolidated Financial Statements

~~Basic~~We ~~loss~~have ~~per~~audited ~~share~~the ~~includes~~accompanying noconsolidated ~~dilution~~balance sheets of Ando Holdings Ltd. and issubsidiaries ~~computed~~(the by“Company”) ~~dividing~~as ~~loss~~of ~~available~~September to30, ~~common~~2019 ~~stockholders~~and by2018, the ~~weighted~~related ~~average~~statements ~~number~~ of ~~common~~operations ~~shares~~, ~~outstanding~~stockholders’ deficit, and cash flows for the ~~period.~~years ~~Dilutive~~then ~~loss~~ended, ~~per~~and ~~share~~the ~~reflects~~related notes (collectively referred to as the ~~potential~~“financial ~~dilution~~statements”). ofIn ~~securities~~our ~~that~~opinion, ~~could~~the ~~share~~consolidated financial statements present fairly, in all material respects, the ~~losses~~financial position of the Company. ~~Because~~as of September 30, 2019 and 2018, and the ~~Company~~results ~~does~~of ~~not~~its ~~have~~operations ~~any~~and ~~potentially~~its ~~dilutive~~cash ~~securities,~~flows for the ~~accompanying~~years ~~presentation~~then isended, ~~only~~in ofconformity ~~basic~~with ~~loss~~accounting ~~per~~principles ~~share~~generally accepted in the United States.

~~Advertising~~Going Concern Matter

~~Advertising~~The ~~costs~~accompanying ~~are~~consolidated ~~expensed~~financial statements have been prepared assuming that the Company will continue as ~~incurred~~a going concern. As ofdiscussed ~~September~~in ~~30,~~Note ~~2018~~2 ~~and~~to ~~2017~~the consolidated financial statements, nothe ~~advertising~~Company ~~costs~~has ~~have~~suffered ~~been~~recurring ~~incurred~~losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Income~~Basis ~~Taxes~~for Opinion

~~The~~These ~~Company~~consolidated ~~accounts~~financial ~~for~~statements ~~income~~are ~~taxes~~the asresponsibility ~~outlined~~of inthe ~~Accounting~~Company’s ~~Standard~~management. ~~Codification~~Our ~~(ASC)~~responsibility ~~740,~~is ~~“Income~~to ~~Taxes”.~~express ~~Under~~an ~~the~~opinion ~~asset~~on ~~and~~the ~~liability~~Company’s ~~method~~consolidated offinancial ~~ASC~~statements ~~740,~~based ~~deferred~~on ~~tax~~our ~~assets~~audit. ~~and~~We ~~liabilities~~ are ~~recognized~~a ~~for~~public ~~the~~accounting ~~estimated~~firm ~~future~~registered ~~tax~~with ~~consequences attributable to differences between~~ the ~~financial~~Public ~~statement~~Company ~~carrying~~Accounting ~~amounts~~Oversight ofBoard ~~existing~~(United ~~assets~~States) ~~and~~(“PCAOB”) ~~liabilities~~ and ~~their~~are ~~respective~~required ~~tax~~to ~~bases.~~be ~~Deferred~~independent ~~tax~~with ~~assets~~respect ~~and~~to ~~liabilities~~the ~~are~~Company ~~measured~~in ~~using~~accordance ~~enacted~~with ~~tax~~the ~~rates~~U.S. infederal ~~effect~~securities ~~for~~laws and the ~~year~~applicable inrules ~~which~~and ~~those~~regulations ~~temporary~~of ~~differences~~the ~~are~~Securities ~~expected~~and toExchange beCommission ~~recovered~~and orthe ~~settled~~PCAOB.

~~Recent~~We ~~Accounting~~conducted ~~Pronouncements~~our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement, whether due to error fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

InOur ~~May~~audit ~~2014,~~also ~~the~~included ~~Financial~~evaluating ~~Accounting~~the ~~Standards Board (FASB) issued a new~~ accounting ~~standard~~principles ~~update~~used ~~on revenue recognition from contracts with customers (Topic 606). The new guidance replaces all current GAAP guidance on this topic~~ and ~~requires~~significant ~~entities~~estimates tomade ~~recognize~~by ~~revenue~~management, ~~when~~as ~~control~~well ofas ~~the~~evaluating ~~promised goods or services is transferred to customers at an amount that reflects~~ the ~~consideration~~overall topresentation ~~which~~of the ~~entity~~financial ~~expects to be entitled to in exchange for those goods or services~~statements. ~~The~~We ~~Company~~believe ~~adopted the new accounting standard on October 1, 2018. The Company evaluated the adoption of Topic 606 and has determined~~ that itour ~~will~~audit ~~not~~provides ~~have~~ a ~~material~~reasonable ~~impact~~basis onfor ~~the~~our ~~Company’s financial statements as of September 30, 2018~~opinion.

~~Other~~Emphasis 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.~~Matter

~~F-7~~As discussed in Note 9 to the financial statements, subsequent to the date of the financial statements, the Company issued promissory notes to several note holders for an aggregate of $1,380,000 with an interest rate of 10% per annum. In December, 2019, the Company loaned $988,000 to Ando Credit Limited, a related party which the CEO of the Company has significant influence on, with an interest rate of 12% per annum.

~~NOTE~~/s/ 4TAAD ~~- CAPITAL STOCK~~LLP

~~The~~We ~~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~~served ~~authorized~~as orthe ~~issued.~~Company’s Atauditor ~~both~~since ~~September 30, 2018 and~~ 2017~~, 12,000,000 common shares were issued and outstanding.~~

OnDiamond ~~June 30~~Bar, ~~2017,~~California 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.

AtJanuary ~~September 30~~16, ~~2018, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.~~2020

~~NOTE 5~~ F- ~~RELATED PARTY TRANSACTIONS~~1

AtANDO ~~September~~HOLDINGS ~~30, 2018 and 2017, an affiliate has paid expenses on behalf of the Company in the amount of $48,958 and $14,150, respectively. The loans are unsecured, payable on demand, and carry no interest.~~LIMITED

~~The~~CONSOLIDATED ~~Company~~BALANCE ~~does not own or rent any property. The office space is provided by the CEO at no charge.~~SHEETS

~~NOTE~~AS 6OF -SEPTEMBER ~~INCOME~~30, ~~TAXES~~2019 AND 2018

~~The~~(Currency ~~Company~~expressed ~~provides~~in ~~for~~United ~~income~~States ~~taxes~~Dollars ~~under ASC 740,~~ (“~~Income Taxes.~~US$” ~~Under the asset and liability method of ASC 740~~), ~~deferred~~except ~~tax~~for ~~assets~~number ~~and liabilities are recorded based on the differences between the financial statement and tax basis~~ of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.share)

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended September 30, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes.

	September 30, 2019		September 30, 2018

ASSETS

Current Assets
Cash and Cash Equivalents	$	61,816	$	878
Prepaid Expenses		13,000		9,000
Total Current Assets	$	74,816	$	9,878

TOTAL ASSETS	$	74,816	$	9,878

LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Income Tax Payable	$	28	$	28
Amount Due To Director		2,789		2,135
Amount Due To Related Parties		123,610		48,958
Accounts Payable & Accrued Expenses		19,058		676
Related Party - Note Payable		50,000		-
Total Current Liabilities	$	195,485	$	51,797

TOTAL LIABILITIES	$	195,485	$	51,797

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 September 30, 2019 and September 30, 2018	$	12,000	$	12,000
Additional Paid In Capital		58,853		58,853
Accumulated Deficit		(191,522)		(112,772)
TOTAL STOCKHOLDERS' DEFICIT	$	(120,669)	$	(41,919)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	74,816	$	9,878

The ~~components of the Company’~~auditor's ~~deferred~~report ~~tax asset~~ and ~~reconciliation~~accompanying ofnotes ~~income~~are ~~taxes~~an ~~computed~~integral atpart ~~the new statutory rate~~ of ~~21%~~these toconsolidated ~~the~~financial ~~income tax amount recorded as of September 30, 2018 and September 30, 2017 are as follows:~~statements.

	September 30, 2018		September 30, 2017
Net operating carryforward	$	(110,833)	$	(79,590)
Effective tax rate		21%		21%
Tax benefit of net operating loss carryforward		23,275		16,714
Valuation allowance		(23,275)		(16,714)
Deferred income tax assets	$	-	$	-

F-2

AsANDO ofHOLDINGS September 30, 2018, the Company had $110,833 in net operating losses (“NOLs”) that may be available to offset future taxable income, which begin to expire between 2033 and 2038. In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes.LIMITED

~~F-8~~CONSOLIDATED STATEMENTS OF OPERATIONS

~~NOTE~~FOR 7THE -YEARS ~~PREPAID~~ENDED ~~EXPENSES~~SEPTEMBER 30, 2019 AND 2018

~~OTCQB~~(Currency ~~annual~~expressed ~~fees~~in ~~are~~United ~~included~~States asDollars ~~prepaid expenses at September 30~~(“US$”), ~~2018,~~except ~~and~~for ~~OTCQB~~number and transfer fees are included at September 30, 2017. These expenses are stated at cost and are charged to expense over the periods the Company expects to benefit from them. At September 30, 2018 and 2017, the Company has prepaid expenses of ~~$9,000 and $7,900, respectively.~~share)

NOTE 8 - DISCONTINUED OPERATIONS

	Year ended September 30, 2019		Year ended September 30, 2018

REVENUE	$	-	$	-

COST OF REVENUE		-		-

GROSS PROFIT		-		-

EXPENSES
General and Administrative		(75,645)		(32,172)

Total Expenses		(75,645)		(32,172)

LOSS FROM OPERATIONS		(75,645)		(32,172)

OTHER INCOME (EXPENSE)
Sundry Income		39		-
Finance Cost		(3,244)		-

LOSS BEFORE INCOME TAX		(78,850)		(32,172)
Income Tax Refund (Expense)		100		(25)
NET LOSS FROM CONTINUING OPERATIONS	$	(78,750)	$	(32,197)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.01)	$	(0.00)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		12,000,000		12,000,000

OnThe ~~June~~auditor's ~~28,~~report ~~2017,~~and ~~Paul~~accompanying ~~Conforte,~~notes ~~the~~are ~~holder~~an ofintegral ~~8,000,000~~part ~~shares~~ of ~~Common~~these ~~Stock~~consolidated offinancial ~~PC Mobile Media Corp sold 100% of his shares to twelve (12) purchasers resulting in a change of control~~statements. ~~with all assets and all liabilities retained by Mr. Conforte.~~

On the same day, Mr. Conforte resigned all officer positions, and the Company appointed a new Chairman of the Board/CEO, Secretary/Treasurer/CFO, and two Directors. effective June 28, 2017. On September 5, 2017, the Company changed its name from PC Mobile Media Corp. to Ando Holdings Ltd, The name change was subsequently accepted by FINRA resulting in the Company being issued ADHG as its new trading symbol.F-3

~~The~~ANDO ~~primary~~HOLDINGS ~~business of the Company was previously to offer mobile billboard display advertising. As of September 30, 2017, the Company decided to discontinue the mobile billboard operations.~~LIMITED

~~For~~CONSOLIDATED ~~accounting~~STATEMENTS ~~purposes,~~OF ~~the~~CHANGES ~~Company~~IN ~~has~~STOCKHOLDERS’ ~~accounted~~EQUITY ~~for those operations as discontinued operations.~~(DEFICIT)

Results of Operations:	Year ended September 30, 2017
Net Revenues from discontinued operations	$	10,000
Operating expenses		26,195
Loss from discontinued operations before taxes		(16,195)
Provision for income taxes		-
Net Loss from discontinued operations, net of tax	$	(16,195)
Basic and diluted loss per common share	$	(0.00)

FOR THE YEARS ENDED SEPTEMBER 30, 2019 AND 2018

NOTE 9 - COMMITMENTS AND CONTINGENCIES

	Common Stock
	Number of Shares	Amount		Additional Paid-In Capital		Accumulated Deficit		Total

Balance, as of September 30, 2017	12,000,000	$	12,000	$	58,853	$	(80,575)	$	(9,722)

Net (loss) for the year ended September 30, 2018							(32,197)		(32,197)

Balance, as of September 30, 2018	12,000,000	$	12,000	$	58,853	$	(112,772)	$	(41,919)

Net (loss) for the year ended September 30, 2019							(78,750)		(78,750)

Balance, as of September 30, 2019	12,000,000	$	12,000	$	58,853	$	(191,522)	$	(120,669)

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~~auditor's ~~document~~report ~~states that the transfer agent fees incurred in the purchase, such as cancelation or issuance of share certificates, new CUSIP application,~~ and ~~printing~~accompanying ofnotes ~~new~~are ~~share~~an ~~certificate~~integral ~~templates,~~part ~~will be paid by Acorn Assets & Equity Limited until the completion~~ of ~~the~~these ~~initial~~consolidated ~~Consulting~~financial ~~Agreement~~statements.

~~At a September 30, 2018 and 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.~~F-4

~~From~~ANDO ~~time~~HOLDINGS 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 Company’s financial position or results of operations.LIMITED

~~F-9~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Item~~FOR 9.THE ~~Changes~~YEARS InENDED ~~and~~SEPTEMBER ~~Disagreements~~30, ~~with~~2019 ~~Accountants~~AND ~~on Accounting and Financial Disclosure.~~2018

None.

	Year ended September 30, 2019		Year ended September 30, 2018

OPERATING ACTIVITIES
Net Loss	$	(78,750)	$	(32,197)
Adjustments to reconcile Net Loss to net cash provided by operations:
Increase in Prepaid Expenses		(4,000)		(1,100)
Increase / (Decrease) in AP & Accrued Expenses		18,382		(2,465)
Increase in Tax Liabilities		-		25
Net cash used in Operating Activities	$	(64,368)	$	(35,737)

FINANCING ACTIVITIES
Advances from directors		654		929
Proceeds from Related Party - Promissory Note		50,000		-
Proceeds from Related Party Loan		74,652		34,808
Net cash provided by Financing Activities	$	125,306	$	35,737

Net increase in Cash for period		60,938		-
Cash at beginning of period		878		878
Cash at end of period	$	61,816	$	878

Supplemental Cash Flow Information and noncash Financing Activities:
Expenses paid by related party on behalf of the Company	$	74,652	$	34,808
Finance Cost Paid	$	2,827	$	-

~~Item~~The ~~9A.~~auditor's ~~Controls~~report and ~~Procedures~~accompanying notes are an integral part of these consolidated financial statements.

~~EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES~~F-5

WeANDO ~~maintain~~HOLDINGS “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls were not effective as of the end of the period covered by this report.LIMITED

~~MANAGEMENT’S~~NOTES ~~REPORT~~TO ONTHE ~~INTERNAL~~CONSOLIDATED ~~CONTROL OVER~~ FINANCIAL ~~REPORTING~~STATEMENTS

~~Our~~FOR ~~management~~THE isYEARS ~~responsible~~ENDED ~~for~~SEPTEMBER establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by30, or2019 ~~under~~AND the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:2018

·NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

~~Pertain~~Ando toHoldings ~~the~~Ltd. ~~maintenance~~(“Ando ofHoldings ~~records~~Ltd.” ~~that~~or the “Company”) was incorporated in ~~reasonable~~the ~~detail~~State ~~accurately~~of ~~and~~Nevada ~~fairly~~on ~~reflect~~August ~~the~~22, ~~transactions~~2015 and ~~dispositions~~its fiscal year end is September 30. The primary business of the ~~assets~~company ofwas previously to offer mobile billboard display advertising. After thorough analysis, the Company; terminated its advertising business. The Company is currently pursuing business opportunities in Hong Kong. The Company acquired 4 companies during this financial year, which were Ando Automobile Technology Limited, Ando Capital Investment Limited, Xian Ando Industrial Company Limited and Xian Ando Factoring Commercial Company Limited.

·On November 29, 2018, the Company acquired Ando Automobile Technology Limited, a limited liability company incorporated in Hong Kong (“AATL”), from Lam Chi Kwong Leo with a cash consideration of $1,282. 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 September 30, 2019, this subsidiary had no operation.

~~Provide~~On ~~reasonable~~September ~~assurance~~30, ~~that~~2019, ~~transactions~~the ~~are~~Company ~~recorded~~and asAndo ~~necessary~~Capital toInvestment ~~permit~~Limited, ~~preparation~~a oflimited ~~financial~~liability ~~statements~~company incorporated in ~~accordance~~Hong ~~with~~Kong ~~generally~~(“ACIL”) ~~accepted~~and ~~accounting~~Mr. ~~principles~~Lam Chi Kwong Leo, ~~and~~a ~~that~~permanent ~~receipts~~Hong ~~and~~Kong ~~expenditures~~resident, a major shareholder of the Company, ~~are~~our ~~being~~director ~~made~~and ~~only~~Chief inExecutive ~~accordance~~Officer ~~with~~and ~~authorizations~~the sole shareholder of ~~management~~ACIL, entered into the a set of agreements, collectively named as the “Variable Interest Entity or VIE Agreements,” pursuant to which the Company has contractual rights to control and ~~directors~~operate the business of ACIL (the “VIE”). ACIL currently has insurance business and has been our VIE for our future business expansion and development in Hong Kong. ACIL has two wholly owned subsidiaries, namely Xian Ando Holdings Company; Limited and Xian Ando Commercial Factoring Company Limited, and these two wholly owned subsidiaries have minimal operations.

·Mr. Lam Chi Kwong Leo is the common director and major shareholder of the Company and ACIL. As a result of this common ownership and in accordance with the FASB Accounting Standards Codification Section 805 “Business Combination”, the transaction is being treated as a combination between entities under common control. The recognized assets and liabilities were transferred at their carrying amounts at the date of the transaction. The equity accounts of the combining entities are combined. Further, the companies will be combined retrospectively for prior year comparative information as if the transaction had occurred on October 1, 2017.

~~Provide~~NOTE ~~reasonable~~2 ~~assurance~~- ~~regarding~~GOING ~~prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.~~CONCERN

~~Because~~The ofaccompanying ~~its~~financial ~~inherent~~statements ~~limitations~~have been prepared assuming that the Company will continue as a going concern. For the period from inception on August 22, ~~internal~~2015 ~~control~~through ~~over~~September ~~financial~~30, ~~reporting~~2019, ~~may~~the ~~not~~Company ~~prevent~~has orhad ~~detect~~minimal ~~misstatements~~operations, and has accumulated a deficit of $191,522. ~~Projections~~In view of ~~any~~this, ~~evaluation~~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 ~~effectiveness~~profitability large enough to cover the Company’s expenses. The Company intends on financing its future ~~periods~~development ~~are~~activities ~~subject~~and toits working capital needs largely from the ~~risk~~sale of public equity securities, with some additional funding from other traditional financing sources, until such time that ~~controls~~funds ~~may~~provided ~~become~~by ~~inadequate~~operations ~~because~~are sufficient to fund working capital requirements. The financial statements of ~~changes~~the inCompany ~~conditions~~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 ~~degree~~Company ofbe ~~compliance~~unable ~~with~~to continue as a going concern. Management has evaluated these factors and has determined that they raise substantial doubt about the ~~policies~~Company’s orability ~~procedures~~to ~~may~~continue ~~deteriorate~~as a going concern within one year after the date that the financial statements are issued.

The ~~Company’s~~officers ~~management~~and ~~assessed~~directors ~~the~~have ~~effectiveness~~agreed ofto ~~the~~advance ~~Company’s~~funds ~~internal~~to ~~control over financial reporting as of September 30, 2018. In making this assessment,~~ the Company’s ~~management~~to ~~used~~meet ~~the~~its ~~criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 1992 (“COSO”) in Internal Control-Integrated Framework~~obligations. ~~The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.~~

9F-6

~~Based~~NOTE on3 an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting as defined in Rules 13a-~~15(e)~~ ~~and~~SUMMARY ~~15d-15(e)~~OF ~~under~~SIGNIFICANT ~~the~~ACCOUNTING Exchange Act were not effective as of September 30, 2018 (the “Evaluation Date”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:POLICIES

·The preparation of financial statements in conformity with generally accepted accounting principles requires us to establish accounting policies and make estimates and assumptions that affect our reported amounts of assets and liabilities at the date of the financial statements. These financial statements include some estimates and assumptions that are based on informed judgments and estimates of management. We evaluate our policies and estimates on an on-going basis and discuss the development, selection, and disclosure of critical accounting policies with the Board of Directors. Predicting future events is inherently an imprecise activity and as such requires the use of judgment. Our financial statements may differ based upon different estimates and assumptions.

~~Limited~~Basis ~~or no segregation~~ of ~~duties and lack of multiple levels of supervision and review.~~Presentation

·The accompanying financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

NoThe ~~independent~~accompanying ~~directors~~financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany transactions and balances were eliminated in consolidation.

·Below is the organization chart of the Group.

~~Ineffective controls over financial reporting.~~F-7

·Use of Estimates and Assumptions

~~Lack~~Preparation of ~~controls~~the ~~over~~financial ~~authorization~~statements ~~related~~in ~~party~~conformity ~~transactions~~with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

~~Management~~Cash believes that the material weaknesses set forth in the four items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and ~~monitoring~~Cash ~~of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.~~Equivalents

~~Management's~~Cash ~~Remediation~~and ~~Initiatives~~cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

InOur andeposit ~~effort~~is tocurrently ~~remediate~~deposit ~~the~~in ~~identified~~DBS ~~material~~Bank ~~weaknesses~~(Hong Kong) Limited and ~~other~~Shanghai ~~deficiencies~~Commercial Bank Limited, and ~~enhance~~there is a Deposit Protection Scheme protects our ~~internal~~eligible ~~controls,~~deposits weheld ~~plan~~with tobank ~~initiate~~in ~~the~~Hong ~~following~~Kong ~~series~~which is members of ~~measures~~the ~~once~~Scheme. weThe ~~have~~scheme ~~the~~will ~~financial~~pay ~~resources~~us a compensation up to doa ~~so:~~limit of HKD500,000, which is equivalent to $64,102, if DBS Bank (Hong Kong) Limited or Shanghai Commercial Bank Limited fails.

·Revenue recognition

WePrior ~~will~~to ~~create~~October a1, ~~position~~2018, tothe ~~segregate~~Company ~~duties~~recognized ~~consistent~~its ~~with~~revenue ~~control~~in ~~objectives~~accordance ~~and~~with ~~will~~Accounting ~~increase~~Standards ~~our~~Codification ~~personnel~~(ASC) ~~resources~~605 ~~and~~Revenue ~~technical~~Recognition, ~~accounting~~upon ~~expertise within~~ the ~~accounting~~delivery ~~function~~of ~~when~~its ~~funds~~services ~~are~~or ~~available~~products towhen: ~~us.~~(1) ~~And,~~delivery wehad ~~plan~~occurred toor ~~appoint~~services ~~one~~rendered; or(2) ~~more~~persuasive ~~outside~~evidence ~~directors~~of to an ~~audit~~arrangement ~~committee~~existed; ~~resulting~~(3) inthere aare ~~fully~~no ~~functioning~~continuing ~~audit~~obligations ~~committee,~~to ~~which will undertake~~ the ~~oversight~~customer; inand (4) the ~~establishment~~collection ~~and monitoring~~ of ~~required~~related ~~internal~~accounts ~~controls~~receivable ~~and~~was ~~procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us~~probable.

·Effective October 1, 2018, the Company adopted the guidance of ASC 606, Revenue from Contracts. The implementation of ASC 606 did not have a material impact on the Company’s consolidated financial statements. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The adoption of ASC 606 had no effect on previously reported balances.

~~Management~~Income ~~believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.~~taxes

~~Changes~~The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in ~~Internal~~the ~~Control~~years ~~Over~~in ~~Financial~~which ~~Reporting~~these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income.

~~There~~Significant ~~were~~management nojudgment ~~changes~~is required to determine the amount of benefit to be recognized in ~~our~~relation ~~internal~~to ~~controls~~an ~~over~~uncertain ~~financial~~tax ~~reporting~~position. ~~that~~The ~~occurred~~Company ~~during~~uses ~~the~~a ~~period~~two-step ~~covered~~process byto ~~this~~evaluate ~~report,~~tax ~~which~~positions. ~~were~~The ~~identified~~first instep ~~connection~~requires ~~with~~an ~~management’s~~entity ~~evaluation~~to ~~required~~determine bywhether ~~paragraph~~it is more likely than not (dgreater than 50% chance) ofthat ~~Rules~~the ~~13a-15~~tax ~~and~~position ~~15d-15~~will ~~under~~be sustained. The second step requires an entity to recognize in the ~~Exchange~~financial ~~Act,~~statements ~~that~~the ~~have~~benefit ~~materially~~of ~~affected,~~a ortax ~~are~~position ~~reasonably~~that meets the more-likely-than-not torecognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially ~~affect,~~from ~~our~~the ~~internal~~amounts ~~control~~accrued ~~over~~and may materially impact the financial ~~reporting~~statements of the Company in future periods.

This Annual Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.F-8

~~Item~~Cash ~~9B.~~Flow ~~Other Information.~~Reporting

~~None~~The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

10The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

~~PART~~Net ~~III~~Loss Per Share

~~Item~~Basic 10loss 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. ~~Directors~~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, ~~Executive~~the ~~Officers~~accompanying ~~and~~presentation ~~Corporate~~is ~~Governance~~only of basic loss per share.

~~Our~~Related ~~directors and executive officers and their respective ages as of December 3, 2018, are as follows:~~Parties

Name	Age	Position(s)
Lam Chi Kwong Leo	41	CEO, Director, President, Chairman
Lee Hiu Lan	29	CFO, Treasurer, Secretary
Chan Tung Ngai	30	Director
Hu Jiasheng	48	Director

Parties are considered to be related to the Company if the parties that, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Transactions with related parties are disclosed in the financial statements.

~~Lam~~Economic ~~Chi~~and ~~Kwong~~Political ~~Leo- CEO, Director, President, Chairman~~ Risks

~~Mr.~~Substantially ~~Lam~~all ~~graduated~~of ~~in 2000 from~~ the ~~University~~Company’s ofservices ~~Ottawa,~~are ~~Canada,~~conducted ~~with~~in aHong ~~Bachelor of Science degree~~Kong. ~~Since~~The ~~2013,~~Company’s ~~Mr.~~operations ~~Lam~~are ~~was~~subject ~~the~~to ~~Chief~~various ~~Executive~~political, ~~Officer~~economic, and ~~one~~other ofrisks ~~the~~and ~~founders~~uncertainties ofinherent ~~Red Stone Global Investment, which provides a comprehensive range of financial services~~ in ~~risk~~Hong ~~management,~~Kong ~~fund-trading, offshore account, trust, asset refinancing~~ and ~~management.~~China Hein ~~was responsible for establishing~~ the ~~company~~future. ~~structure,~~Among ~~compliance~~other ~~monitoring system~~risks, ~~and administrative system of~~ the ~~company.~~Company’s ~~From~~operations ~~2014~~are subject to ~~2015, Mr. Lam served as~~ the ~~Head~~risks of ~~Fund~~restrictions ~~Distributor~~on transfer of ~~Asia~~funds; ~~One~~export ~~Financial~~duties, ~~Group~~quotas, ~~which~~and ~~provides~~embargoes; ~~comprehensive~~domestic ~~financial planning services~~ and ~~portfolio~~international ~~management~~customs ~~services to institutional~~ and ~~individual~~tariffs; ~~clients~~changing intaxation ~~Asia.~~policies; Heforeign ~~was~~exchange ~~responsible~~restrictions; ~~for~~and ~~the~~political ~~marketing~~conditions ofand ~~the~~governmental ~~fund~~regulations ~~distribution~~ in ~~Asia~~Hong ~~and~~Kong ~~had raised more than 25 million USD within 1 year. In June 2017, Mr. Lam was appointed as the President, Chairman, Chief Executive Officer~~ and ~~Director of the Company~~China.

~~Lee~~The ~~Hiu~~Company’s ~~Lan~~operations in the People’s Republic of China (“PRC” or “China”) are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary ~~CFO~~measures, ~~Treasurer~~currency conversion, ~~Secretary~~remittances abroad, and rates and methods of taxation.

~~Lee~~Recent ~~Hiu~~Accounting Lan graduated from Hong Kong University of Science and Technology with a Bachelor of Business Administration degree (Professional Accountancy) in 2011. Ms. Lee, after graduation, worked in Deloitte Touche Tohmatsu for 3 years and she obtained the Certified Public Accountant designation in late 2014. She led the teams for auditing financial statements and reviewing the interim financial report of some major listed companies in Hong Kong. She left Deloitte Touche Tohmatsu with an exceed expectation performance appraisal from the management. After that, in 2015, Ms. Lee served as the Regional Operation Director of Sun Sin Ye (Shenzhen) Limited, fully in charge of the development of the chained restaurants in the mainland China. Overseeing internal controls and reviewing operating procedures among China offices for consistency was one of the major tasks. She took an active role in analyzing the financial performances of the whole group. In June 2017, Ms. Lee was appointed as the Chief Financial Officer, Treasury and Secretary of the Company, managing the financial strategy and operations of the group. She is committed to maximizing long-term shareholder value, ensuring a balanced portfolio of stable growth investment, and maintaining the high level of integrity and transparency for the Company.Pronouncements

~~Chan~~In ~~Tung~~May ~~Ngai-~~2014, ~~Director~~the Financial Accounting Standards Board (FASB) issued a new accounting standard update on revenue recognition from contracts with customers (Topic 606). The new guidance replaces all current GAAP guidance on this topic and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted the new accounting standard on October 1, 2018. The Company evaluated the adoption of Topic 606 and has determined that it will not have a material impact on the Company’s financial statements as of September 30, 2019

Chan Tung Ngai achieved a Bachelor of Business Administration degree in Finance and Information System in the Hong Kong University of Science and Technology in 2010. Mr. Chan joined AXA Hong Kong as a management trainee in 2010. AXA is one of the largest insurance companies in the world. From 2010 to 2016, he played a supporting role to various insurance sectors including life insurance, Mandatory Provident Fund, employee benefit, bancassurance, and insurance brokerage, and he has led the development of the firstF-~~in-the-market mobile platform for employee benefit.~~9

11Other 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.

HeNOTE co4 -~~founded~~ ~~Guangdong~~CAPITAL Sinno Holdings Group, whose subsidiaries provide asset management, financing, information technology and renewable resources services, and is the executive chairman of the Group. Since 2017, Mr. Chan has become the director of Hong Kong Wuyi Youth Association. The Association serves youngsters to fulfill their achievement by organizing various activities, such as startup funding. In June 2017, Mr. Chan was appointed as the Director of the Company.STOCK

HuThe ~~Jiasheng-~~Company ~~Director~~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. As of September 30, 2019 and 2018, 12,000,000 common shares were issued and outstanding.

~~Mr.~~At HuSeptember ~~holds a Bachelor of Administration Management degree from the Renmin University of China. Mr. Hu is the co-founder and the chairman of Guangdong Sinno Holdings Group~~30, ~~whose subsidiaries provide asset management~~2018, ~~financing,~~there ~~information~~are ~~technology~~no ~~and~~warrants ~~renewable~~or ~~resources~~options ~~services.~~outstanding ~~Mr.~~to Huacquire ~~founded~~any ~~Guangzhou~~additional ~~Lirui~~shares ~~Asset Management Company Limited in 2011 and has been focusing on trading~~ of ~~precious~~common ~~metals~~stock ~~and wealth management. In June 2017, Mr. Hu was appointed as the Director~~ of the Company.

~~Term~~NOTE of5 ~~Office~~- RELATED PARTY TRANSACTIONS

~~All~~On ofFebruary ~~our~~1, ~~directors~~2019, ~~hold~~the ~~office~~Company ~~until~~entered into a Note Purchase Agreement with an accredited related investor Lin Su Hui. Pursuant to this agreement, the ~~next~~Company ~~annual~~issued ~~meeting~~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 ~~shareholders~~agreement, orthe ~~until~~note ~~their~~began ~~successors~~to ~~are~~accrue ~~elected~~interest ~~and~~5 ~~qualified~~days after the effective date February 1, 2019. ~~Our~~The ~~officers~~interest ~~are~~on ~~appointed~~the bynote ~~our~~is ~~board~~to ofbe ~~directors~~paid monthly. At September 30, 2019 and ~~hold~~September ~~office~~30, ~~until~~2018, ~~their~~the ~~earlier~~Company ~~death~~has paid interest of $2,827 ~~retirement~~and $0 to Lin Su Hui in form of cash, ~~resignation~~and orhas ~~removal~~accrued interest of $417 and $0, respectively.

~~Family~~At ~~Relationships~~September 30, 2019 and 2018, a related party, that our CEO and director, Mr. Lam Chi Kwong Leo is the authorized representative, has paid expenses on behalf of the Company in the amount of $123,610 and $48,958, respectively. The loans are unsecured, payable on demand, and carry no interest.

~~There~~For ~~are~~the noyear ~~family~~ended ~~relationships~~September ~~among~~30, ~~any~~2019, ofour CEO and director, Mr. Lam Chi Kwong Leo loaned certain amount to the Company’s. ~~directors~~As of September 30, 2019 and ~~officers~~2018, the amounts due to director are recorded at $2,789 and $2,135 respectively. This loan is unsecured, payable on demand, and carry no interest.

~~Board~~The ~~Composition~~Company ~~and~~does ~~Committees~~not own or rent any property. The office space is provided by a related party at no charge.

~~The~~NOTE ~~Company’s~~6 ~~Board~~- ofINCOME ~~Directors is currently composed of four members, Lam Chi Kwong Leo, Lee Hiu Lan, Chan Tung Ngai and Hu Jiasheng.~~TAXES

WeThe doincome not have a standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have a “audit committee financial expert” on our board of directors as that term is defined by Item 407(dloss)~~(5)(ii)~~ ofbefore ~~Regulation~~income ~~S-K.~~taxes ~~We do not believe it is necessary for our board~~ of ~~directors to appoint such committees because~~ the ~~volume~~Company ~~of matters that come before our board of directors~~ for ~~consideration permits~~ the ~~directors~~years toended ~~give~~September ~~sufficient~~30, ~~time~~2019 and ~~attention~~2018 towere ~~such~~comprised ~~matters~~of tothe ~~be involved in all decision making.~~following:

Involvement in Certain Legal Proceedings

	For the years ended September 30,
	2019		2018
Tax jurisdictions from:
- Local	$	(77,518)	$	(31,243)
- Foreign, representing:
Hong Kong		(1,332)		(929)
PRC		-		-

Loss before income taxes	$	(78,850)	$	(32,172)

~~None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S~~F-~~K during the past ten years, including:~~10

1.Provision for income taxes consisted of the following:

any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

	For the years ended September 30,
	2019		2018
Current:
- Local	$	-	$	-
- Foreign:
Hong Kong		-		-
PRC		-		-

Deferred:
- Local		-		-
- Foreign:	$	-	$	-

2The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the periods presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:

~~any~~United ~~conviction~~States ~~in a criminal proceeding or being named a subject~~ of ~~a pending criminal proceeding (excluding traffic violations and other minor offenses);~~America

3The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets as of September 30, 2019 and 2018 from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of September 30, 2019, the operations in the United States of America incurred $188,351 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2039, if unutilized. The Company has provided for a full valuation allowance of approximately $39,554 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

~~being~~Hong subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:Kong

12Ando Automobile Technology Limited and Ando Capital Investment Limited operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000. For the year ended September 30, 2019 and 2018, subsidiaries in Hong Kong incurred an aggregate operating loss of $1,332 and $929 respectively. The cumulative operating losses can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $261 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

i.The PRC

~~acting~~Xian asAndo aHoldings ~~futures~~Company ~~commission~~Limited ~~merchant,~~and ~~introducing~~Xian ~~broker,~~Ando ~~commodity~~Commercial ~~trading~~Factoring ~~advisor,~~Company ~~commodity~~Limited ~~pool~~are ~~operator,~~operating ~~floor~~in ~~broker,~~the ~~leverage~~PRC ~~transaction~~subject ~~merchant,~~to ~~any~~the ~~other~~Corporate ~~person~~Income ~~regulated~~Tax governed by the ~~Commodity~~Income ~~Futures~~Tax ~~Trading~~Law ~~Commission,~~of orthe anPeople’s ~~associated~~Republic ~~person~~ of ~~any~~China ofwith ~~the~~a ~~foregoing,~~unified orstatutory asincome antax ~~investment~~rate ~~adviser,~~of ~~underwriter,~~25%. ~~broker~~For orthe ~~dealer~~year inended ~~securities~~September 30, or2019 asand ~~an affiliated person~~2018, ~~director~~Xian orAndo ~~employee~~Holdings ofCompany ~~any~~Limited ~~investment~~and ~~company,~~Xian ~~bank,~~Ando ~~savings~~Commercial ~~and~~Factoring ~~loan~~Company ~~association~~Limited orrecorded ~~insurance~~no ~~company,~~loss or ~~engaging~~profit. inAs ora ~~continuing~~result, ~~any~~there ~~conduct~~is orno ~~practice~~any indeferred ~~connection~~tax ~~with~~assets ~~such~~or ~~activity;~~liabilities recorded.

~~ii.~~F-11

~~engaging~~The infollowing ~~any~~table ~~type~~sets forth the significant components of ~~business~~the ~~practice;~~aggregate ordeferred tax assets of the Company as of September 30, 2019 and September 30, 2018:

iii.

	As of September 30,
Deferred tax assets:	2019		2018
Goodwill and intangibles	$	-	$	-
Net operating loss carryforwards
- United States of America		39,554		23,275
- Hong Kong		261		160
- PRC		-		-
		39,815		23,435
Less: valuation allowance		(39,815)		(23,435)
Deferred tax assets	$	-	$	-

~~engaging~~Management inbelieves ~~any~~that ~~activity~~it is more likely than not that the deferred tax assets will not be fully realizable in ~~connection~~the ~~with~~future. Accordingly, the ~~purchase~~Company orprovided ~~sale~~for ofa ~~any~~full ~~security~~valuation orallowance ~~commodity~~against orits indeferred ~~connection~~tax ~~with~~assets ~~any~~of ~~violation~~$39,815 as of ~~Federal~~September or30, ~~State~~2019. ~~securities~~For ~~laws~~the oryear ~~Federal~~ended ~~commodities~~September ~~laws;~~30, 2019, the valuation allowance increased by $16,380, primarily relating to the increase in general and administrative expenses.

4.NOTE 7 - PREPAID EXPENSES

~~being~~OTCQB ~~subject~~annual tofees ~~any~~and ~~order,~~prepaid ~~judgment~~consulting orfee ~~decree,~~are ~~not~~included ~~subsequently~~as ~~reversed,~~prepaid ~~suspended~~expenses orat ~~vacated~~September 30, of2019, ~~any~~and ~~Federal~~OTCQB oris ~~State~~included ~~authority~~at ~~barring~~September 30, ~~suspending~~2018. orThese ~~otherwise~~expenses ~~limiting~~are ~~for~~stated ~~more~~at ~~than~~cost 60and ~~days~~are ~~the~~charged ~~right of such person~~ to ~~engage~~expense inover ~~any~~the ~~type~~periods ofthe ~~business~~Company ~~regulated~~expects byto ~~the~~benefit ~~Commodity~~from ~~Futures~~them. ~~Trading~~At ~~Commission,~~September ~~securities~~30, ~~investment,~~2019 ~~insurance~~and ~~or banking activities~~2018, orthe toCompany behas ~~associated~~prepaid ~~with~~expenses ~~persons~~of ~~engaged~~$13,000 inand ~~any~~$9,000, ~~such activity;~~respectively.

5.NOTE 8 - COMMITMENTS AND CONTINGENCIES

~~being~~On ~~found~~March by18, a2017, ~~court~~Ando Capital Investment Limited engaged Acorn Assets & Equity Limited to identify and precipitate the purchase of ~~competent~~a ~~jurisdiction~~public incompany through a ~~civil~~Consulting ~~action~~Agreement. orOn byAugust 29, 2017, a supplement to the ~~SEC~~Consulting Agreement was signed to ~~have~~clarify ~~violated~~certain ~~any~~terms ~~Federal~~of orthe ~~State~~agreement. ~~securities~~The ~~law,~~supplementary ~~and~~document states that the ~~judgment~~transfer agent fees incurred in the purchase, such ~~civil~~as ~~action~~cancelation or ~~finding~~issuance byof ~~the~~share ~~Commission~~certificates, ~~has~~new ~~not~~CUSIP ~~been~~application, ~~subsequently~~and ~~reversed,~~printing ~~suspended~~of new share certificate templates, orwill ~~vacated;~~be paid by Acorn Assets & Equity Limited until the completion of the initial Consulting Agreement.

6At a September 30, 2018, Acorn Assets & Equity Limited has paid transfer agent fees in the amounts of $3,830, on behalf of Ando Holdings Ltd.

~~being~~From ~~found~~time byto atime ~~court~~the ofCompany ~~competent~~may ~~jurisdiction~~be in a ~~civil~~party ~~action~~to orlitigation bymatters ~~the~~involving ~~Commodity~~claims ~~Futures~~against ~~Trading~~the ~~Commission~~Company. toManagement ~~have~~believes ~~violated~~that ~~any~~there ~~Federal~~are ~~commodities~~no ~~law,~~current ~~and~~matters ~~the~~that ~~judgment~~would inhave ~~such~~a ~~civil~~material ~~action~~effect oron ~~finding by~~ the ~~Commodity~~Company’s ~~Futures~~financial ~~Trading~~position ~~Commission~~or ~~has~~results ~~not~~of ~~been subsequently reversed, suspended or vacated;~~operations.

7.NOTE 9 - SUBSEQUENT EVENT

~~being~~On ~~subject~~November to25, or2019, The Company filed a ~~party~~preliminary Schedule 14-C to SEC for increasing its authorized capital from $75,000 ~~any~~to ~~Federal~~$85,000. orThe ~~State~~increased ~~judicial~~authorized orcapital ~~administrative~~will ~~order~~be divided into 10,000,000 ~~judgment~~preferred shares, ~~decree~~with par value at $0.001 per share. The preferred share is designated as Series A Preferred Stock with the following rights and designations: (i) par value of $0.001 per share, or(ii) ~~finding~~no voting rights, ~~not~~(iii) ~~subsequently~~no ~~reversed~~conversion rights, ~~suspended~~(iv) orno ~~vacated~~redemption rights, ~~relating~~(v) tono anmaturity ~~alleged~~date, ~~violation~~and (vi) a yearly dividend payment equal to 6% of: the amount invested at $1.00 per share.

iOn November 28, 2019, the Company entered into a securities purchase with an accredited investor, Tsai Ming Hsiu (the “Lender”), pursuant to which the Company issued promissory note for an aggregate of $50,000, with an interest rate of 10% per annum. The Note is to be paid within one year beginning from November 28, 2019. The Note mature on November 28, 2020 (“Maturity Date”) and contain an auto renewal clause for one year if the Lender fails to provide notice for redemption on or before 30 days from the Maturity Date. A Form 8-K was filed on November 28, 2019.

~~any Federal or State securities or commodities law or regulation; or~~F-12

On December 5, 2019, The Company filed a definitive Schedule 14-C to SEC for increasing its authorized capital from $75,000 to $85,000. The increased authorized capital will be divided into 10,000,000 preferred shares, with par value at $0.001 per share. The preferred share is designated as Series A Preferred Stock with the following rights and designations: (i) par value of $0.001 per share, (ii) no voting rights, (iii) no conversion rights, (iv) no redemption rights, (v) no maturity date, and (vi) a yearly dividend payment equal to 6% of the amount invested at $1.00 per share.

~~any~~In ~~law~~December or2019, ~~regulation~~the ~~respecting~~Company ~~financial~~entered ~~institutions~~into orseveral ~~insurance~~securities ~~companies~~purchase ~~including,~~agreements ~~but~~with ~~not~~a ~~limited~~batch toof accredited investors, apursuant ~~temporary~~to orwhich ~~permanent~~the ~~injunction,~~Company ~~order~~issued promissory notes for an aggregate of ~~disgorgement~~$1,070,000 or(the ~~restitution~~“Outstanding Balance”), ~~civil~~with ~~money~~an ~~penalty~~interest orrate ~~temporary~~of or10% ~~permanent~~per ~~cease-and-desist~~annum ~~order,~~(the or“Note”). ~~removal~~The orOutstanding ~~prohibition~~Balance ~~order;~~of the Notes are to be paid within one year beginning from the effective dates of the notes (“Maturity Dates”). The Notes contain an auto renewal clause for one year if the Lender fails to provide notice for redemption on or before 30 days from the Maturity Date. A Form 8-K was filed on December 11, 2019.

~~iii~~On December 9 and December 16, 2019, the Company entered into two loan agreements with Ando Credit Limited, a related party which the CEO of the Company, Mr. Lam, has significant influence on, amounted $738,000 and $250,000 (the “Loan Amount”) respectively, with interest rate 12% per annum. The Company would receive monthly interest income from Ando Credit Limited. The Loan Amount will not be due unless there is any event of default occurrence. The Company will be in default if the Note holders ask for repayment and Ando Credit Limited does not pay back to the Company.

~~any~~On ~~law~~December or26, ~~regulation~~2019, ~~prohibiting~~the ~~mail~~Company orfiled ~~wire~~with ~~fraud~~the orState ~~fraud~~of inNevada, ~~connection~~a Certificate of Designation for its Series A preferred stock (the “Certificate”). The Certificate was effective on December 26, 2019. The Certificate establishes all of the rights of the holders of the Series A Preferred Stock (the “Series A”), as related to the Series A, including, but not limited to the lack of Series A conversion rights and voting rights, the six percent (6%) interest rights, and the liquidation preference (collectively, the “Rights”). On the same day, the Company also filed with ~~any~~State ~~business~~of ~~entity;~~Nevada, ora Certificate of Change for increasing its authorized shares by 10,000,000 so that they consisted of 75,000,000 common stocks and 10,000,000 preferred stocks.

In January 2020, the Company entered into several securities purchase agreements with a batch of accredited investors, pursuant to which the Company issued promissory notes for an aggregate of $260,000 (the “Outstanding Balance”), with an interest rate of 10% per annum (the “Note”). The Outstanding Balance of the Notes are to be paid within one year beginning from the effective dates of the notes (“Maturity Dates”). The Notes contain an auto renewal clause for one year if the Lender fails to provide notice for redemption on or before 30 days from the Maturity Date. A Form 8-K was filed on January 14, 2020.

~~being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self~~F-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.13

13Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

~~Compliance with Section 16(a) of the Act~~None.

~~Section~~Item 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC9A. ~~Officers,~~Controls ~~directors~~ and ~~greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file~~Procedures. ~~With reference to transactions during the fiscal year ended September 30, 2018, to our knowledge, all Section 16(a) forms required to be filed with the SEC were filed.~~

~~Item~~EVALUATION ~~11.~~OF ~~Executive~~DISCLOSURE ~~Compensation.~~CONTROLS AND PROCEDURES

~~Compensation~~We ~~Discussion~~maintain “disclosure controls and ~~Analysis~~procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls were not effective as of the end of the period covered by this report.

~~Philosophy~~MANAGEMENT’S ~~and~~REPORT ~~objectives~~ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~Since~~Our ~~our~~management ~~inception,~~is ~~all~~responsible ~~compensation~~for ~~decisions~~establishing ~~have~~and ~~been~~maintaining ~~made~~adequate byinternal ~~our~~control ~~Board~~over offinancial ~~Directors~~reporting. ~~The~~Internal ~~primary~~control ~~objective~~over offinancial ~~our~~reporting ~~compensation~~is ~~policies~~defined ~~and~~in ~~programs~~Rule ~~with~~13a-15(f) ~~respect~~or to15d-15(f) ~~executive~~promulgated ~~compensation~~under isthe toSecurities ~~serve~~Exchange ~~our~~Act ~~shareholders~~of 1934 as a process designed by, ~~attracting~~or under the supervision of, ~~retaining~~the Company’s principal executive and ~~motivating~~financial ~~talented~~officer and ~~qualified~~effected ~~individuals~~by tothe ~~manage~~Company’s ~~and~~board ~~lead~~of ~~our~~directors, ~~business.~~management Weand ~~will~~other ~~focus~~personnel, onto ~~providing~~provide areasonable ~~competitive~~assurance ~~compensation~~regarding ~~package~~the ~~that~~reliability ~~provides~~of ~~significant~~financial ~~short~~reporting and ~~long-term~~the ~~incentives~~preparation of financial statements for ~~the~~external ~~achievement~~purposes ofin ~~measurable~~accordance ~~corporate~~with generally accepted accounting principles and ~~individual~~includes ~~performance~~those ~~objectives.~~policies and procedures that:

~~Elements~~·Pertain to the maintenance of ~~executive~~records ~~compensation~~that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

~~Base~~·Provide ~~salary. We~~reasonable ~~will~~assurance ~~seek~~that totransactions ~~provide~~are ~~our~~recorded ~~senior~~as ~~management~~necessary ~~with~~to apermit ~~level~~preparation of ~~base~~financial ~~salary~~statements in ~~the~~accordance ~~form~~with ofgenerally ~~cash~~accepted ~~compensation~~accounting ~~appropriate to their roles and responsibilities. Base salaries for our executives will be established based on the executive’s qualifications~~principles, ~~experience, scope of responsibilities, future potential~~ and ~~past~~that ~~performance~~receipts and ~~cash~~expenditures ~~available~~of to pay executive compensation. Base salaries will be reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account an individual's responsibilities, performance and experience. We will consider four factors in determining the ~~base~~Company ~~salaries~~are ofbeing ~~our~~made ~~named~~only ~~executive officers. These four factors are,~~ in ~~order~~accordance of significance, (1) creating an incentive to achieve corporate goals, (2) individual performance, (3) cash available to pay compensation and (4) the total compensation each executive officer previously received while employed with ~~us,~~authorizations ~~if any. We have not paid any executive compensation in the form~~ of ~~base salary to our~~ management ~~during~~and ~~the~~directors ~~year~~of ~~ended September 30, 2018, or~~ the ~~period~~Company; ~~August 22, 2015, our inception, through September 30, 2018.~~and

~~Incentive~~·Provide ~~cash~~reasonable ~~bonuses. Our~~assurance ~~practice~~regarding ~~will~~prevention beor totimely ~~seek~~detection toof ~~award~~unauthorized ~~incentive cash bonuses to our executive officers based upon their individual performance~~acquisition, asuse ~~well~~or asdisposition ~~our overall business and strategic objectives. In determining the amount~~ of ~~cash bonuses paid to our named executive officers, we will consider~~ the ~~same~~Company’s ~~four~~assets ~~factors as in determining their base salaries. We expect~~ that ~~our~~could ~~Board~~have ofa ~~Directors~~material ~~will~~effect ~~adopt~~on ~~formal processes for incentive cash bonuses during~~ the ~~next 24 months and will utilize incentive cash bonuses to reward executives for achieving corporate~~ financial ~~and operational goals and for achieving individual performance objectives~~statements. ~~To date, we have not paid any incentive cash bonuses to our management.~~

~~Long-term~~Because ~~equity~~of ~~compensation. We~~its ~~believe~~inherent ~~that~~limitations, ~~successful~~internal ~~long-term~~control ~~performance~~over isfinancial ~~achieved~~reporting ~~through~~may annot ~~ownership~~prevent ~~culture~~or ~~that~~detect ~~encourages~~misstatements. ~~long-term~~Projections ~~performance~~of byany ~~our~~evaluation ~~executive officers through the use~~ of ~~stock~~effectiveness ~~and~~to ~~stock-based~~future ~~awards.~~periods Weare ~~intend~~subject to ~~establish~~the ~~equity~~risk ~~incentive~~that ~~plans~~controls tomay ~~provide~~become ~~our~~inadequate ~~employees,~~because ~~including~~of ~~our~~changes ~~executive~~in ~~officers~~conditions, ~~with~~or ~~incentives~~that tothe ~~help~~degree ~~align~~of ~~those~~compliance ~~employees’ interests~~ with the ~~interests~~policies ofor ~~our~~procedures ~~shareholders~~may deteriorate.

14The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2019. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 1992 (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

WeBased ~~expect~~on ~~that~~an ~~our~~evaluation ~~incentive~~under ~~plans~~the ~~will~~supervision ~~permit~~and with the ~~grant~~participation of ~~stock~~the ~~options~~Company’s management, ~~restricted~~the ~~shares~~Company’s ~~and~~principal ~~other stock awards to our~~ executive ~~officers,~~officer ~~employees, consultants~~ and ~~non-employee~~principal ~~board~~financial ~~members.~~officer ~~When~~has weconcluded ~~hire~~that ~~executive officers in~~ the ~~future,~~Company’s weinternal ~~expect~~control toover ~~grant~~financial ~~them~~reporting ~~stock-based~~as ~~awards~~defined ~~that~~in ~~will~~Rules ~~generally vest over a five~~13a-~~year~~15(e) ~~period.~~and ~~We believe that stock~~15d-~~based~~15(e) ~~awards~~under ~~provide~~the anExchange ~~incentive~~Act ~~for~~were ~~these~~not ~~officers~~effective toas ~~continue~~of ~~their~~September ~~employment with us~~30, ~~provide~~2018 ~~our~~(the ~~executive~~“Evaluation ~~officers~~Date”), ~~with an opportunity~~ to ~~obtain~~ensure anthat ~~ownership~~information ~~interest~~required ~~in our company and encourage them~~ to ~~focus~~be ondisclosed ~~our~~by ~~long-term~~the ~~profitable~~Company ~~growth.~~in Wereports ~~believe~~ that ~~the~~it ~~use~~files ofor ~~long-term~~submits ~~equity~~under ~~compensation~~the ~~will~~Exchange ~~promote~~Act ~~our~~is ~~overall~~(i) ~~executive~~recorded, ~~compensation~~processed, ~~objectives~~summarized and ~~expect~~reported ~~that~~within ~~equity~~the ~~incentives~~time ~~will~~periods bespecified anin ~~important source of compensation for our executives. In determining amounts awarded to our executive officers under our incentive plans, we will consider~~ the ~~same~~Securities ~~four factors (~~and ~~use~~Exchange ~~the~~Commission ~~same~~rules ~~method~~and offorms ~~measurement)~~and ~~as in determining base salary. The third factor~~ (~~cash available~~ii) ~~has~~accumulated anand ~~indirect~~communicated ~~effect when determining long-term equity compensation. Specifically,~~ to the ~~extent~~Company’s ~~that~~management, ~~this~~including ~~factor~~its ~~causes~~principal usexecutive ~~not~~officer toand ~~pay~~principal ~~base~~financial ~~salary~~officer, oras ~~cash~~appropriate ~~bonuses,~~to itallow ~~points~~timely ~~toward~~decisions ~~providing~~regarding ~~long-term~~required ~~equity compensation~~disclosure. WeEach ~~have~~of ~~not issued any long-term equity compensation to our management during~~ the ~~year~~following ~~ended~~is ~~September~~deemed ~~30,~~a ~~2018~~material orweakness ~~the~~in ~~period August 22, 2015,~~ our ~~inception,~~internal ~~through~~control ~~September~~over ~~30,~~financial ~~2018.~~reporting:

Other compensation. When we hire executive officers, our executive officers will be eligible to receive the same benefits, including non-cash group life and health benefits that are available to all employees. We may offer a 401(k) plan to our employees, including our executive officers. This plan will permit employees to make contributions up to a statutory maximum and will permit us to make matching or profit-sharing contributions. To date, we have not offered to our employees any benefit plans, including but not limited a 401(k) plan or made, or committed to make, any matching or profit-sharing contributions under a 401(k) plan.15

~~Policies~~·Limited ~~related~~or tono ~~compensation~~segregation of duties and lack of multiple levels of supervision and review.

~~Guidelines~~·No ~~for~~independent ~~equity awards. We have not formalized a policy as to the amount or timing of equity grants to our executive officers. We expect, however, that our board of~~ directors ~~will approve and adopt guidelines for equity awards~~. Among other things, we expect that the guidelines will specify procedures for equity awards to be made under various circumstances address the timing of equity awards in relation to the availability of information about us and provide procedures for grant information to be communicated to and tracked by our finance department. As of the date of this report, we have not established a finance department. We anticipate that the guidelines will require that any stock options or stock appreciation rights have an exercise or strike price not less than the fair market value of our common stock on the date of the grant.

~~Stock~~·Ineffective ~~ownership~~controls ~~guidelines. As~~over offinancial ~~the date of this report, we have not established stock ownership guidelines for our executive officers or the Board of Directors~~reporting.

~~Compliance~~·Lack ~~with~~of ~~Sections~~controls ~~162(m)~~over ~~and~~authorization ~~409A~~related ofparty ~~the Internal Revenue Code~~transactions.

~~Section~~Management ~~162(m)~~believes ofthat the ~~Internal~~material ~~Revenue~~weaknesses ~~Code~~set ~~limits~~forth ~~the deductibility of compensation~~ in ~~excess~~the offour $1items ~~million~~above ~~paid~~did tonot ~~certain~~have ~~executive~~an ~~officers,~~effect ~~unless~~on ~~such~~our ~~compensation~~financial ~~qualifies as performance-based compensation~~results. ~~Among other things~~However, inmanagement ~~order~~believes tothat ~~be deemed performance-based compensation for Section 162(m) purposes,~~ the ~~compensation~~lack ~~must be based on the achievement~~ of ~~pre-established, objective performance criteria and must be pursuant to~~ a ~~plan~~functioning ~~that~~audit ~~has~~committee ~~been~~results ~~approved~~in byineffective ~~our~~oversight ~~shareholders.~~in ~~At least for~~ the ~~next~~establishment ~~several years, we expect the cash compensation paid to our executive officers to be below the threshold for non-deductibility provided in Section 162(m),~~ and ~~our~~monitoring ~~equity incentive plans will afford our board~~ of ~~directors~~required ~~with~~internal ~~the~~controls ~~flexibility~~and ~~to make a variety of types of equity awards to our executive officers~~procedures, ~~the deductibility of~~ which ~~will~~could ~~not~~result bein ~~limited~~a ~~under~~material ~~Section~~misstatement ~~162(m).~~in ~~However,~~ our ~~board~~financial ofstatements ~~directors~~in ~~will fashion our~~ future ~~equity compensation awards~~periods. ~~However, we do not now know whether any such awards will satisfy the requirements for deductibility under Section 162(m).~~

15Management's Remediation Initiatives

WeIn ~~also~~an ~~currently~~effort ~~intend~~to ~~for~~remediate ~~our~~the ~~executive~~identified ~~compensation~~material ~~program~~weaknesses toand ~~satisfy~~other ~~the~~deficiencies ~~requirements~~and ofenhance ~~Internal~~our ~~Revenue~~internal ~~Code~~controls, ~~Section~~we ~~409A,~~plan ~~which~~to ~~addresses~~initiate the ~~tax~~following ~~treatment~~series of ~~certain~~measures ~~nonqualified~~once ~~deferred~~we ~~compensation~~have ~~benefits.~~the financial resources to do so:

~~Executive~~·We ~~Compensation~~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.

~~The~~·Management ~~following~~believes ~~table~~that ~~sets~~the ~~forth~~appointment ~~information~~of ~~concerning~~outside ~~all~~directors ~~cash and non-cash compensation awarded~~ to, ~~earned~~a ~~by,~~fully orfunctioning ~~paid~~audit ~~to the Company’s officers during the period August 22~~committee, ~~2015~~would ~~(inception)~~remedy ~~through September 30, 2017 and during~~ the ~~year~~lack ~~ended~~of ~~September~~a ~~30,~~functioning ~~2018~~audit ~~for services to the Company~~committee.

Name	Position	Year Ended & Period Ended	Salary Paid ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)
Lam Chi Kwong Leo	CEO	2018	-	-	-	-	-	-	-
Lee Hiu Lan	CFO	2018	-	-	-	-	-	-	-
Chan Tung Ngai	Director	2018	-	-	-	-	-	-	-
Hu Jiasheng	Director	2018	-	-	-	-	-	-	-
Lam Chi Kwong Leo	CEO	2017
Lee Hiu Lan	CFO	2017
Chan Tung Ngai	Director	2017
Hu Jiasheng	Director	2017
Paul Conforte	CEO	2017	-	-	-	-	-	-	-
Paul Conforte	CEO	2016	-	-	-	-	-	-	-

Changes in Internal Control Over Financial Reporting

~~Compensation~~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 ~~Directors~~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.

~~The~~This ~~following~~Annual ~~table~~Report ~~sets~~does ~~forth~~not ~~the~~include ~~information~~an ~~concerning~~attestation ~~cash~~report ~~and~~of ~~non-cash~~the ~~compensation~~Company’s ~~awarded~~registered ~~to,~~independent ~~earned~~public ~~by,~~accounting orfirm ~~paid~~regarding tointernal ~~the~~control ~~Company~~over financial reporting. Management’s ~~directors~~report ~~during~~was not subject to attestation by the ~~period~~Company’s ~~from~~independent ~~August~~registered ~~22,~~public ~~2015~~accounting ~~(inception)~~firm pursuant to ~~September~~rules ~~30,~~of ~~2017~~the ~~and~~SEC ~~during~~that permit the ~~year~~Company ~~ended~~to ~~September~~provide ~~30,~~only ~~2018~~management’s ~~for~~report ~~services~~in tothis ~~the~~Annual ~~Company~~Report.

16Item 9B. Other Information.

Name	Year Ended & Period Ended	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Lam Chi Kwong Leo	2018	-	-	-	-	-	-	-
Lee Hiu Lan	2018	-	-	-	-	-	-	-
Chan Tung Ngai	2018	-	-	-	-	-	-	-
Hu Jiasheng	2018	-	-	-	-	-	-	-
Lam Chi Kwong Leo	2017
Lee Hiu Lan	2017
Chan Tung	2017
Hu Jiasheng	2017
Paul Conforte	2017	-	-	-	-	-	-	-
Paul Conforte	2016	-	-	-	-	-	-	-

None.

~~Employment Agreements and Benefits~~16

WePART ~~currently have two employees. Lam Chi Kwong Leo and Lee Hiu Lan. There are no executive employment agreements with between the employees and the Company.~~III

~~Potential~~Item ~~Payments~~10. ~~Upon~~Directors, ~~Termination~~Executive orOfficers ~~Change~~and inCorporate ~~Control~~Governance.

AsOur ofdirectors ~~the~~and ~~date of this report, there were no potential payments or benefits payable to our~~ executive officers, ~~upon~~and their ~~termination~~respective orages inas ~~connection~~of ~~with~~December a30, ~~change~~2019, inare ~~control.~~as follows:

Pension Benefits

Name	Age	Position(s)
Lam Chi Kwong Leo	42	CEO, Director, President, Chairman
Lee Hiu Lan	30	CFO, Treasurer, Secretary
Chan Tung Ngai	32	Director
Hu Jiasheng	49	Director

NoLam ~~named~~Chi ~~executive~~Kwong ~~officers~~Leo- ~~received or held pension benefits during the period from August 22~~CEO, ~~2015 (inception) to September 30~~Director, ~~2017 or the year ended September 30~~President, ~~2018.~~Chairman

17Mr. Lam graduated in 2000 from the University of Ottawa, Canada, with a Bachelor of Science degree. Since 2013, Mr. Lam was the Chief Executive Officer and one of the founders of Red Stone Global Investment, which provides a comprehensive range of financial services in risk management, fund-trading, offshore account, trust, asset refinancing and management. He was responsible for establishing the company structure, compliance monitoring system, and administrative system of the company. From 2014 to 2015, Mr. Lam served as the Head of Fund Distributor of Asia One Financial Group, which provides comprehensive financial planning services and portfolio management services to institutional and individual clients in Asia. He was responsible for the marketing of the fund distribution in Asia and had raised more than $25 million within 1 year. In June 2017, Mr. Lam was appointed as the President, Chairman, Chief Executive Officer and Director of the Company.

~~Nonqualified~~Lee ~~Deferred~~Hiu ~~Compensation~~Lan- CFO, Treasurer, Secretary

NoLee ~~nonqualified~~Hiu ~~deferred~~Lan ~~compensation~~graduated ~~was~~from ~~offered~~Hong orKong ~~issued~~University toof ~~any~~Science ~~named~~and ~~executive~~Technology ~~officer~~with ~~during~~a Bachelor of Business Administration degree (Professional Accountancy) in 2011. Ms. Lee, after graduation, worked in Deloitte Touche Tohmatsu for 3 years and she obtained the ~~period~~Certified Public Accountant designation in late 2014. She led the teams for auditing financial statements and reviewing the interim financial report of some major listed companies in Hong Kong. She left Deloitte Touche Tohmatsu with an exceed expectation performance appraisal from ~~August~~the 22management. After that, in 2015, Ms. Lee served as the Regional Operation Director of Sun Sin Ye (~~inception~~Shenzhen) toLimited, ~~September~~fully ~~30,~~in charge of the development of the chained restaurants in the mainland China. Overseeing internal controls and reviewing operating procedures among China offices for consistency was one of the major tasks. She took an active role in analyzing the financial performances of the whole group. In June 2017, orMs. Lee was appointed as the ~~year~~Chief ~~ended~~Financial ~~September~~Officer, 30Treasury and Secretary of the Company, ~~2018~~managing the financial strategy and operations of the group. She is committed to maximizing long-term shareholder value, ensuring a balanced portfolio of stable growth investment, and maintaining the high level of integrity and transparency for the Company.

~~Grants~~Chan ofTung ~~Plan~~Ngai-~~Based~~ ~~Awards~~Director

~~During~~Chan Tung Ngai achieved a Bachelor of Business Administration degree in Finance and Information System in the ~~period~~Hong ~~from~~Kong ~~August~~University 22of Science and Technology in 2010. Mr. Chan joined AXA Hong Kong as a management trainee in 2010. AXA is one of the largest insurance companies in the world. From 2010 to 2016, ~~2015~~he ~~(inception)~~played a supporting role to ~~September~~various ~~30,~~insurance ~~2017~~sectors ~~and~~including ~~the~~life ~~year~~insurance, ~~ended~~Mandatory ~~September~~Provident 30Fund, ~~2018~~employee benefit, webancassurance, ~~have~~and ~~not~~insurance ~~granted~~brokerage, ~~any~~and ~~plan~~he has led the development of the first-~~based~~in-the-market ~~awards~~mobile toplatform ~~our~~for ~~executive~~employee ~~officers~~benefit.

~~Outstanding~~He ~~Equity~~co-founded ~~Awards~~Guangdong Sinno Holdings Group, whose subsidiaries provide asset management, financing, information technology and renewable resources services, and is the executive chairman of the Group. Since 2017, Mr. Chan has become the director of Hong Kong Wuyi Youth Association. The Association serves youngsters to fulfill their achievement by organizing various activities, such as startup funding. In June 2017, Mr. Chan was appointed as the Director of the Company.

NoHu ~~unexercised~~Jiasheng- options or warrants were held by any of our named executive officers as of September 30, 2018 and September 30, 2017. No equity awards were made during the year ended September 30, 2018 and the year ended September 30, 2017.Director

~~Option~~Mr. ~~Exercises~~Hu holds a Bachelor of Administration Management degree from the Renmin University of China. Mr. Hu is the co-founder and ~~Stock~~the ~~Vested~~chairman of Guangdong Sinno Holdings Group, whose subsidiaries provide asset management, financing, information technology and renewable resources services. Mr. Hu founded Guangzhou Lirui Asset

During the period from August 22, 2015 (inception) to September 30, 2017 and the year ended September 30, 2018, our executive officers have neither been granted any options, nor did any unvested stock or options granted to executive officers vest. As of the date of this report, our executive officers do not have any stock options or unvested shares of stock of the Company.17

~~Compensation~~Management ~~Committee~~Company ~~Interlocks~~Limited in 2011 and ~~Insider~~has ~~Participation~~been focusing on trading of precious metals and wealth management. In June 2017, Mr. Hu was appointed as the Director of the Company.

~~During~~Term ~~the period from August 22, 2015 (inception) to September 30, 2017 and the year ended September 30, 2018, we did not have a standing compensation committee. Our Board~~ of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers.Office

~~Employment~~All ~~Agreements~~of our directors hold office until the next annual meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

WeFamily ~~have not entered into any employment agreements with our executive officers. Our decision to enter into an employment agreement, if any, will be made by our compensation committee.~~Relationships

~~Equity~~There ~~Incentive~~are ~~Plan~~no family relationships among any of the Company’s directors and officers.

WeBoard ~~expect~~Composition ~~to adopt an equity incentive plan. The purposes of the plan are to attract~~ and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our growth and performance. Our executive officers, employees, consultants and non-employee directors will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.Committees

18The Company’s Board of Directors is currently composed of three members, Lam Chi Kwong Leo, Chan Tung Ngai and Hu Jiasheng.

We do not have a standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have a “audit committee financial expert” on our board of directors as that term is defined by Item 12407(d)(5)(ii) of Regulation S-K. ~~Security~~We ~~Ownership~~do not believe it is necessary for our board of ~~Certain~~directors ~~Beneficial~~to ~~Owners~~appoint ~~and~~such ~~Management~~committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and ~~Related~~attention ~~Stockholder~~to ~~Matters~~such matters to be involved in all decision making.

~~The~~Involvement ~~following~~in ~~table~~Certain ~~sets~~Legal ~~forth certain information regarding beneficial ownership of our common stock as of December 13, 2018 for:~~Proceedings

·None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:

~~each~~1.any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or ~~group~~any ~~known~~partnership toin uswhich tohe ~~beneficially~~or ~~own~~she 5%was a general partner at or ~~more~~within two years before the time of ~~our~~such ~~common~~filing, ~~stock~~or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

·2.any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~each~~3.being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of ~~our~~any ~~directors~~court ~~and~~of ~~director~~competent ~~nominees;~~jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

·i.acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

~~each~~ii.engaging ofin ~~our~~any ~~named~~type ~~executive~~of ~~officers~~business practice; ~~and~~or

·iii.engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

~~all~~4.being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of ~~our~~any ~~executive~~Federal ~~officers~~or ~~and~~State ~~directors~~authority asbarring, asuspending ~~group.~~or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission,

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. 18

~~The~~securities, number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rulesinvestment, ~~beneficial~~insurance ~~ownership includes any shares as to which the individual~~ or ~~entity~~banking ~~has~~activities, ~~sole~~ or ~~shared voting or investment power and any shares as~~ to ~~which~~be ~~the~~associated ~~individual~~with orpersons ~~entity~~engaged ~~has~~in ~~the right to acquire beneficial ownership within 60 days after December 3, 2018, through the exercise of~~ any ~~stock~~such ~~option, warrant or other right. This table has been prepared based on 12,000,000 shares issued and outstanding as of December 3, 2018.~~activity;

Name and address of beneficial owner	Amount and nature of beneficial ownership	Percentage of Class
Lam Chi Kwong Leo (2)	6,398,000 (1)	53.32%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road	147,400 (indirect) (2)	1.09%
Tsim Sha Tsui, Kowloon, Hong Kong
Lee Hiu Lan	147,000	1.23%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Hu Jiasheng	0	0.00%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Chan Tung Ngai	0	0.00%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
All Directors & Officers	6,545,000	48.52%
as a group (4 persons)	147,400 (indirect)	1.23%

5.being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

196.being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Name and address of beneficial owner	Amount and nature of beneficial ownership	Percentage of Class
Shih Huang	690,000	5.75%
13F, No. 11, Xinchun St., Tamsui Dist.,
New Taipei City 251, Taiwan
Lotus International Limited	800,000	6.67%
Portus Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway,
Road Town, Tortola, British Virgin Islands VG1110
Lin Su Hui	1,215,900	10.13%
2/F-S, No. 325 Zhongming Road, North District,
Taichung City, 404, TW
Sung Chen Tao	1,109,100	9.24%
No. 22 Lane 972 Section 2, Liming Road, Xitun District
Taichung City, 407, TW

7.being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~(1)~~i.any Federal or State securities or commodities law or regulation; or

~~Lam~~ii.any ~~Chi~~law ~~Kwong~~or ~~Leo’s~~regulation 6respecting financial institutions or insurance companies including,~~398~~ but not limited to,~~000~~ ~~shares~~a ~~are~~temporary ~~held~~or bypermanent ~~Asia~~injunction, ~~Advisory~~order ~~Limited~~of disgorgement or restitution, ancivil ~~entity~~money ~~beneficially~~penalty ~~owned~~or temporary or permanent cease-and-desist ~~controlled~~order, byor ~~Mr.~~removal ~~Lam~~or ~~Chi~~prohibition ~~Kwong~~order; ~~Leo.~~or

~~(2)~~iii.any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

~~Represents~~8.being ~~shares~~subject ~~owned~~to, byor ~~Ms.~~a ~~Chow~~party ~~Chung~~to, ~~Yan~~any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the ~~spouse~~Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of Mrthe Commodity Exchange Act (7 U.S.C. ~~Lam~~1(a)(29))), ~~Chi~~or ~~Kwong~~any ~~Leo~~equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Item~~Compliance ~~13.~~with ~~Certain~~Section ~~Relationships~~16(a) ~~and~~of ~~Related~~the ~~Transactions, and Director Independence.~~Act

~~Transactions~~Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file. With ~~Related~~reference ~~Persons~~to transactions during the fiscal year ended September 30, ~~Promoters~~2019, ~~And~~to ~~Certain~~our ~~Control~~knowledge, ~~Persons~~all Section 16(a) forms required to be filed with the SEC were filed.

AtItem ~~September 30, 2018, an affiliate, Ando Credit Limited, has paid expenses on behalf of the Company in the amount of $48,958~~11. ~~The~~Executive ~~loans are unsecured, payable on demand, and carry no interest~~Compensation.

AtCompensation ~~September~~Discussion ~~30, 2017, an affiliate, Ando Credit Limited, has paid expenses on behalf of the Company in the amount of $14,150. The loans are unsecured, payable on demand,~~ and ~~carry no interest.~~Analysis

~~The~~Philosophy ~~Company~~and ~~does not own or rent property. The office space is provided by an officer at no charge.~~objectives

~~Director~~Since ~~Independence~~our inception, all compensation decisions have been made by our Board of Directors. The primary objective of our compensation policies and programs with respect to executive compensation is to serve our shareholders by attracting, retaining and motivating talented and qualified individuals to manage and lead our business. We will focus on providing a competitive compensation package that provides significant short and long-term incentives for the achievement of measurable corporate and individual performance objectives.

WeElements ~~do not have a standing nominating, compensation or audit committee. Rather, the board~~ of ~~directors~~executive performs the functions of these committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and attention to such matters. The Company believes that Lam Chi Kwong Leo is “independent” as such term is defined by the rules of OTC Markets.compensation

20Base salary. We will seek to provide our senior management with a level of base salary in the form of cash compensation appropriate to their roles and responsibilities. Base salaries for our executives will be established based on the executive’s qualifications, experience, scope of responsibilities, future potential and past performance and cash available to pay executive compensation. Base salaries will be reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account an individual's responsibilities, performance and experience. We will consider four factors in determining the base salaries of our named executive officers. These four factors are, in order of significance, (1) creating an incentive to achieve corporate goals, (2) individual performance, (3) cash available to pay compensation and (4) the total compensation each executive officer

~~Annual Report on Form 10-K~~ 19

~~Copies~~previously ofreceived ~~our~~while ~~Annual~~employed ~~Report~~with onus, ~~Form~~if ~~10-K,~~any. ~~without~~We ~~exhibits,~~have ~~can~~not bepaid ~~obtained~~any ~~without~~executive ~~charge~~compensation ~~from~~in usthe atform ~~Ando~~of ~~Holdings~~base ~~Ltd.,~~salary ~~Room~~to ~~1107,~~our ~~11/F,~~management ~~Lippo~~during ~~Sun~~the ~~Plaza,~~year 28ended ~~Canton~~September ~~Road~~30, ~~Tsim~~2019, ~~Sha~~or ~~Tsui,~~the ~~Kowloon,~~period ~~Hong~~August ~~Kong~~22, or2015, byour ~~telephone~~inception, atthrough ~~+852~~September ~~23519122~~30, 2019.

~~Item~~Incentive 14cash bonuses. Our ~~Principal~~practice ~~Accountant~~will ~~Fees~~be to seek to award incentive cash bonuses to our executive officers based upon their individual performance, as well as our overall business and ~~Services~~strategic objectives. In determining the amount of cash bonuses paid to our named executive officers, we will consider the same four factors as in determining their base salaries. We expect that our Board of Directors will adopt formal processes for incentive cash bonuses during the next 24 months and will utilize incentive cash bonuses to reward executives for achieving corporate financial and operational goals and for achieving individual performance objectives. To date, we have not paid any incentive cash bonuses to our management.

~~The~~Long-term ~~following~~equity ~~table~~compensation. We ~~sets~~believe ~~forth~~that ~~fees~~successful ~~billed~~long-term toperformance usis ~~for~~achieved ~~principal~~through ~~accountant~~an ~~fees~~ownership ~~and~~culture ~~services~~that ~~for~~encourages ~~year~~long-term ~~ended~~performance ~~September~~by ~~30,~~our ~~2018~~executive ~~and~~officers through the ~~year~~use ~~ended~~of ~~September~~stock 30and stock-based awards. We intend to establish equity incentive plans to provide our employees, ~~2017~~including our executive officers, with incentives to help align those employees’ interests with the interests of our shareholders.

	Year Ended September 30, 2018		Year Ended September 30, 2017
Audit Fees	$	14,000	$	14,000
Audit-Related Fees		-		-
Tax Fees		800		800
All Other Fees		-		-
Total Audit and Audit-Related Fees	$	14,800	$	14,800

We expect that our incentive plans will permit the grant of stock options, restricted shares and other stock awards to our executive officers, employees, consultants and non-employee board members. When we hire executive officers in the future, we expect to grant them stock-based awards that will generally vest over a five-year period. We believe that stock-based awards provide an incentive for these officers to continue their employment with us, provide our executive officers with an opportunity to obtain an ownership interest in our company and encourage them to focus on our long-term profitable growth. We believe that the use of long-term equity compensation will promote our overall executive compensation objectives and expect that equity incentives will be an important source of compensation for our executives. In determining amounts awarded to our executive officers under our incentive plans, we will consider the same four factors (and use the same method of measurement) as in determining base salary. The third factor (cash available) has an indirect effect when determining long-term equity compensation. Specifically, to the extent that this factor causes us not to pay base salary or cash bonuses, it points toward providing long-term equity compensation. We have not issued any long-term equity compensation to our management during the year ended September 30, 2019 or the period August 22, 2015, our inception, through September 30, 2019.

~~Item~~Other 15compensation. When ~~Exhibits~~we hire executive officers, our executive officers will be eligible to receive the same benefits, including non-cash group life and health benefits that are available to all employees. We may offer a 401(k) plan to our employees, including our executive officers. This plan will permit employees to make contributions up to a statutory maximum and will permit us to make matching or profit-sharing contributions. To date, we have not offered to our employees any benefit plans, including but not limited a 401(k) plan or made, or committed to make, any matching or profit-sharing contributions under a 401(k) plan.

~~(a)~~Policies ~~Exhibits~~related to compensation

~~The~~Guidelines ~~following~~for ~~exhibits~~equity ~~are~~awards. We ~~filed~~have ~~with~~not formalized a policy as to the amount or timing of equity grants to our executive officers. We expect, however, that our board of directors will approve and adopt guidelines for equity awards. Among other things, we expect that the guidelines will specify procedures for equity awards to be made under various circumstances address the timing of equity awards in relation to the availability of information about us and provide procedures for grant information to be communicated to and tracked by our finance department. As of the date of this ~~Report~~report, we have not established a finance department. We anticipate that the guidelines will require that any stock options or stock appreciation rights have an exercise or strike price not less than the fair market value of our common stock on ~~Form~~the ~~10-K:~~date of the grant.

Exhibit No.		Description
3.1		Articles Of Incorporation, as currently in effect

Stock ownership guidelines. As of the date of this report, we have not established stock ownership guidelines for our executive officers or the Board of Directors.

~~3.2~~Compliance with Sections 162(m) and 409A of the Internal Revenue Code

~~ByLaws~~Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers, unless such compensation qualifies as ~~currently~~performance-based compensation. Among other things, in ~~effect~~order to be deemed performance-based compensation for Section 162(m) purposes, the compensation must be based on the achievement of pre-established, objective performance criteria and must be pursuant to a plan that has been approved by our shareholders. At least for the next several years, we expect the cash compensation paid to

~~31.1~~20

~~302~~our ~~Certification~~executive officers to be below the threshold for non-deductibility ~~Lam~~provided ~~Chi~~in ~~Kwong~~Section ~~Leo~~162(m), and our equity incentive plans will afford our board of directors with the flexibility to make a variety of types of equity awards to our executive officers, the deductibility of which will not be limited under Section 162(m). However, our board of directors will fashion our future equity compensation awards. However, we do not now know whether any such awards will satisfy the requirements for deductibility under Section 162(m).

32We also currently intend for our executive compensation program to satisfy the requirements of Internal Revenue Code Section 409A, which addresses the tax treatment of certain nonqualified deferred compensation benefits.1

~~906~~Executive ~~Certification - Lam Chi Kwong Leo and Lee Hiu Lan~~Compensation

21The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to the Company’s officers for the years ended September 30, 2019 and 2018 for services to the Company.

SIGNATURES

Name	Position	Year Ended & Period Ended	Salary Paid ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	All Other Compensation ($)	Total ($)

Lam Chi Kwong Leo	CEO	2019	-	-	-	-	-	-	-

Lee Hiu Lan	CFO	2019	-	-	-	-	-	-	-

Lam Chi Kwong Leo	CEO	2018	-	-	-	-	-	-	-

Lee Hiu Lan	CFO	2018	-	-	-	-	-	-	-

InCompensation ~~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 31st day of December 2018.~~Directors

~~ANDO~~The ~~HOLDINGS~~following ~~LTD~~table sets forth the information concerning cash and non-cash compensation awarded to, earned by, or paid to the Company’s directors for the years ended September 30, 2019 and 2018 for services to the Company.

By: /s/ Lam Chi Kwong Leo

Name	Year Ended & Period Ended	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Lam Chi Kwong Leo	2019	-	-	-	-	-	-	-

Chan Tung Ngai	2019	-	-	-	-	-	-	-

Hu Jiasheng	2019	-	-	-	-	-	-	-

Lam Chi Kwong Leo	2018	-	-	-	-	-	-	-

Chan Tung	2018	-	-	-	-	-	-	-

Hu Jiasheng	2018	-	-	-	-	-	-	-

~~Lam Chi Kwong Leo~~21

~~Chief~~Employment ~~Executive~~Agreements ~~Officer, President, Chairman~~ and ~~Director~~Benefits

~~Pursuant~~We tocurrently ~~the~~have ~~requirements~~two ofemployees. ~~the~~Lam ~~Securities~~Chi ~~Exchange~~Kwong ~~Act~~Leo ofand ~~1934,~~Lee asHiu ~~amended,~~Lan. ~~this~~There ~~report~~are ~~has~~no ~~been~~executive ~~signed~~employment ~~below~~agreements bywith ~~the~~between ~~following persons on behalf of~~ the ~~registrant~~employees and in the ~~capacities and on the dates indicated~~Company.

Signature	Title	Date
/s/ Lam Chi Kwong Leo Lam Chi Kwong Leo	Chief Executive Officer, President, Chairman and Director	December 31, 2018
/s/ Lee Hiu Lan Lee Hiu Lan	Chief Financial Officer, Treasurer, Secretary and Director	December 31, 2018

Potential Payments Upon Termination or Change in Control

22As of the date of this report, there were no potential payments or benefits payable to our executive officers, upon their termination or in connection with a change in control.

~~Ando~~Pension ~~Holdings Ltd.~~Benefits

~~Index~~No named executive officers received or held pension benefits during the period from August 22, 2015 (inception) to ~~Exhibits~~September 30, 2019.

Exhibits		Description
Exhibit 31.1		302 Certification - Lam Chi Kwong Leo
Exhibit 32.1		906 Certification - Lam Chi Kwong Leo and Lee Hiu Lan

Nonqualified Deferred Compensation

23No nonqualified deferred compensation was offered or issued to any named executive officer during the period from August 22, 2015 (inception) to September 30, 2019.

Grants of Plan-Based Awards

During the period from August 22, 2015 (inception) to September 30, 2019, we have not granted any plan-based awards to our executive officers.

Outstanding Equity Awards

No unexercised options or warrants were held by any of our named executive officers as of September 30, 2019 and 2018. No equity awards were made during the year ended September 30, 2019 and 2018.

Option Exercises and Stock Vested

During the period from August 22, 2015 (inception) to September 30, 2019, our executive officers have neither been granted any options, nor did any unvested stock or options granted to executive officers vest. As of the date of this report, our executive officers do not have any stock options or unvested shares of stock of the Company.

Compensation Committee Interlocks and Insider Participation

During the period from August 22, 2015 (inception) to September 30, 2019, we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers.

Employment Agreements

We have not entered into any employment agreements with our executive officers. Our decision to enter into an employment agreement, if any, will be made by our compensation committee.

Equity Incentive Plan

We have not adopted any equity incentive plan during the period from August 22, 2015 (inception) to September 30, 2019.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 30, 2019 for:

·each person or group known to us to beneficially own 5% or more of our common stock;

·each of our directors and director nominees;

·each of our named executive officers; and

·all of our executive officers and directors as a group.

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after December 3, 2018, through the exercise of any stock option, warrant or other right. This table has been prepared based on 12,000,000 shares issued and outstanding as of December 3, 2018.

Name and address of beneficial owner	Amount and nature of beneficial ownership	Percentage of Class

Lam Chi Kwong Leo, CEO	6,398,000	53.32%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road	147,400 (indirect) (1)	1.09%
Tsim Sha Tsui, Kowloon, Hong Kong

Lee Hiu Lan, CFO	147,000	1.23%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong

Hu Jiasheng, Director	0	0.00%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong

Chan Tung Ngai, Director	0	0.00%
Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong

All Directors & Officers	6,545,000	54.54%
as a group (4 persons)	147,400 (indirect)	1.23%

Shih Huang-Jen	690,000	5.75%
13F, No. 11, Xinchun St., Tamsui Dist.,
New Taipei City 251, Taiwan

Lin Su Hui	935,900	7.80%
2/F-S, No. 325 Zhongming Road, North District, Taichung City, 404, TW

(1)Represents shares owned by Ms. Chow Chung Yan, the spouse of Mr. Lam Chi Kwong Leo.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions With Related Persons, Promoters And Certain Control Persons

On December 9 and December 16, 2019, Ando Holdings Limited (the “Company”) entered into two loan agreements with Ando Credit Limited (the “Borrower”) amounted $738,000 and $250,000 (the “Loan Amount”) respectively, with interest rate 12% per annum. The Company would receive monthly interest income from the Borrower, payable on 5th calendar day of each month. The Loan Amount will be exclusively used for mortgage business of the Borrower. The Borrower is not allowed to apply the Loan for any other uses, failing which, it will be regarded as an Event of Default. The Loan Amount will be renewed on a monthly basis unless the Company requests the repayment of Loan Amount by submitting a formal notice to the Borrower.

As of September 30, 2019, Ando Credit Limited, has paid expenses on behalf of the Company in the amount of $124,091. The loans are unsecured, payable on demand, and carry no interest. Our shareholder of 7.8% of the total shares outstanding, Lin Su Hui lent $50,000 to the Company and the Company issued a promissory note at 10% per annum to Lin Su Hui. The promissory note will be due on February 1, 2020.

As of September 30, 2018, Ando Credit Limited, has paid expenses on behalf of the Company in the amount of $48,958. The loans are unsecured, payable on demand, and carry no interest.

The Company does not own or rent property. The office space is provided by Ando Credit Limited at no charge.

Ando Credit Limited is treated as a related party because Mr. Lam Chi Kwong Leo is the authorized representative of Ando Credit Limited, and is authorized to be responsible for all the activities relating to Ando Credit Limited.

Director Independence

We do not have a standing nominating, compensation or audit committee. Rather, the board of directors performs the functions of these committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and attention to such matters. The Company believes that Lam Chi Kwong Leo is “independent” as such term is defined by the rules of OTC Markets.

Annual Report on Form 10-K

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Ando Holdings Ltd., Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, or by telephone at +852 23519122.

Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services for year ended September 30, 2019 and the year ended September 30, 2018.

	Year Ended September 30,
	2019		2018
Audit Fees	$	27,000	$	14,000
Audit-Related Fees		-		-
Tax Fees		800		800
All Other Fees		-		-

Total Audit and Audit-Related Fees	$	27,800	$	14,800

Item 15. Exhibits.

(a) Exhibits

The following exhibits are filed with this Report on Form 10-K:

Exhibit No.		Description

3.1		Articles of Incorporation, as amended⁽¹⁾
3.2		By Laws, as currently in effect ⁽²⁾
10.1		Note Purchase Agreement dated February 1, 2019 ⁽³⁾
10.2		Promissory Note Agreement dated February 1, 2019 ⁽³⁾
10.3		Exclusive Business Cooperation Agreement, dated as of September 30, 2019, by and between Ando Holdings Limited and Ando Capital Investment Limited ⁽⁴⁾
10.4		Loan Agreement, dated as of September 30, 2019, by and between Ando Holdings Limited and Mr. Lam Chi Kwong Leo (4)
10.5		Share Pledge Agreement, dated as of September 30, 2019, by and among Ando Holdings Limited, Ando Capital Investment Limited and Mr. Lam Chi Kwong Leo (4)
10.6		Power of Attorney, dated as of September 30, 2019, by Mr. Lam Chi Kwong Leo (4)
10.7		Exclusive Option Agreement, dated as of September 30, 2019, by and among Ando Holdings Limited, Ando Capital Investment Limited and Mr. Lam Chi Kwong Leo (4)
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*
32.1		Section 1350 Certification of principal executive officer*

* Filed herewith

(1)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with SEC on September 26, 2017.

(2)Previously filed as an exhibit to the Company’s Form S-1 registration statement filed with the SEC on January 16, 2016.

(3)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2019.

(4)Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2019.

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 15^th day of January 2020.

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	January 16, 2020

*/s/ Lee Hiu Lan* Lee Hiu Lan	Chief Financial Officer, Treasurer, and Secretary	January 16, 2020

Filing Compare · Ando Holdings Ltd.