UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2019

[ ] 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 001-37834

____________________________

ANDO HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

Nevada		47-4933278
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

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

Tsim Sha Tsui, Kowloon, Hong Kong 00000

(Address of principal executive offices, including zip code)

+852 23519122

(Registrant’s phone number, including area code)

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, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit such files).

YES [ ] NO [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).

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]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at February 13, 2020

Common Stock, par value $.001 per share		12,000,000 shares

ANDO HOLDINGS LTD.

TABLE OF CONTENTS

	PAGE

Part I Financial Information	4

Item 1. Financial Statements (unaudited)	4

Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statements of Operations	5

Condensed Consolidated Statements of Changes In Stockholders’ Deficit	6

Condensed Consolidated Statements of Cash Flows	7

Notes to Condensed Consolidated Unaudited Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3. Quantitative and Qualitative Disclosures About Market Risk	17

Item 4. Controls and Procedures	17

Part II Other Information	18

Item 1. Legal Proceedings	18

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3. Defaults Upon Senior Securities	18

Item 4. Mine Safety Disclosures	18

Item 5. Other Information	18

Item 6. Exhibits	18

Signatures	19

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

ANDO HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2019 AND SEPTEMBER 30, 2019

(Currency expressed in United States Dollars (“US$”), except for number of share)

	As of December 31, 2019		As of September 30, 2019
	(Unaudited)		(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	124,404	$	61,816
Related party - loan receivable		1,076,473		-
Prepaid expenses		6,863		13,000
Total Current Assets		1,207,740		74,816
TOTAL ASSETS	$	1,207,740	$	74,816

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Income tax payable	$	28	$	28
Amount due to director		2,788		2,789
Amount due to related parties		24,590		123,610
Accounts payable and accrued expenses		40,662		19,058
Related party - note payable		50,000		50,000
Third-party - note payable		1,120,000		-
Total Current Liabilities		1,238,068		195,485

Non-Current Liabilities
Third-party - note payable		140,000		-
TOTAL LIABILITIES	$	1,378,068	$	195,485

STOCKHOLDERS' EQUITY
Preferred stock - Par value $0.001; Authorized: 10,000,000 None issued and outstanding		-		-
Common Stock - Par value $0.001; Authorized: 75,000,000 Issued and Outstanding: 12,000,000 shares as of December 31, 2019 and September 30, 2019		12,000		12,000
Additional paid-in capital		58,853		58,853
Accumulated deficit		(241,181)		(191,522)
TOTAL STOCKHOLDERS' EQUITY		(170,328)		(120,669)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,207,740	$	74,816

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANDO HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Three months ended December 31, 2019		Three months ended December 31, 2018⁽¹⁾

Revenue	$	-	$	-

Cost of revenue		-		-

Gross	$	-	$	-

Expenses
General and administrative		(50,480)		(25,710)
Total expenses		(50,480)		(25,710)

Loss from operations		(50,480)		(25,710)

Other income (expense)
Related party - interest income		8,474		-
Finance cost		(7,654)		-
Total other income (expense)	$	820	$	-

Loss before income tax		(49,660)		(25,710)

Net loss from continuing operations	$	(49,660)	$	(25,710)

Basic and diluted loss per common share	$	(0.00)	$	(0.00)

Weighted average number of common shares outstanding		12,000,000		12,000,000

(1) The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2019.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANDO HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Three months ended December 31, 2019 (Unaudited)

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

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

Net loss for the three months ended December 31, 2019	-		-		-		(49,660)		(49,660)

Balance, December 31, 2019 (unaudited)	12,000,000	$	12,000	$	58,853	$	(241,181)	$	(170,328)

Three months ended December 31, 2018 (Unaudited)

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

Balance, September 30, 2018 (audited)⁽¹⁾	12,000,000	$	12,000	$	58,853	$	(112,772)	$	(41,919)

Net loss for the three months ended December 31, 2018	-		-		-		(25,710)		(25,710)

Balance, December 31, 2018 (unaudited)	12,000,000	$	12,000	$	58,853	$	(138,482)	$	(67,629)

(1) The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2019.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANDO HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Three months ended December 31, 2019		Three months ended December 31, 2018⁽¹⁾

OPERATING ACTIVITIES
Net Loss	$	(49,660)	$	(25,710)
Adjustments to reconcile Net Loss to net cash provided by operations:
(Increase) / Decrease in Prepaid Expenses		6,137		3,000
Increase / (Decrease) in Account Payable and Accrued Expenses		21,604		5,190
Net cash used in Operating Activities	$	(21,919)	$	(17,520)

FINANCING ACTIVITIES
Proceeds from Promissory Note		1,260,000		-
Increase / (Decrease) in Related Party Loan		(1,175,493)		28,993
Net cash provided by Financing Activities	$	84,507	$	28,993

Net increase in Cash for period		62,588		11,473
Cash at beginning of period		61,816		878
Cash at end of period	$	124,404	$	12,351

Supplemental Cash Flow Information and noncash Financing Activities:
Expenses paid by related party on behalf of the Company		22,980		28,993
Finance Cost Paid	$	1,250	$	-

(1) The prior year comparative information has been retrospectively stated due to the common control acquisition on September 30, 2019.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ANDO HOLDINGS LIMITED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Ando Holdings Ltd. (“Ando Holdings Ltd.” or the “Company”) was incorporated in the State of Nevada on August 22, 2015 and its fiscal year end is September 30. The primary business of the company was 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 December 31, 2019, this subsidiary had no operation.

On 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 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. 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.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period from inception on August 22, 2015 through December 31, 2019, the Company has had minimal operations, and has accumulated a deficit of $241,181. In view of this, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to continue operations and to achieve a level of profitability large enough to cover the Company’s expenses. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities, with some additional funding from other traditional financing sources, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The officers and directors have agreed to advance funds to the Company to meet its obligations.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING 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

Basis of Presentation

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

The accompanying 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.

Use of Estimates and Assumptions

Preparation 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.

Cash and Cash Equivalents

Cash and 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.

Our deposit is currently deposit in DBS Bank (Hong Kong) Limited and Shanghai Commercial Bank Limited, and there is a Deposit Protection Scheme protects our eligible deposits held with bank in Hong Kong which is members of the Scheme. The scheme will pay us a compensation up to a limit of HKD500,000, which is equivalent to $64,102, if DBS Bank (Hong Kong) Limited or Shanghai Commercial Bank Limited fails.

Income taxes

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 the years in which 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.

Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods.

Cash Flow Reporting

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.

The 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.

Net Loss Per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Related Parties

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.

Economic and Political Risks

Substantially all of the Company’s services are conducted in Hong Kong. The Company’s operations are subject to various political, economic, and other risks and uncertainties inherent in Hong Kong and China in the future. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; export duties, quotas, and embargoes; domestic and international customs and tariffs; changing taxation policies; foreign exchange restrictions; and political conditions and governmental regulations in Hong Kong and China.

The Company’s 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 measures, currency conversion, remittances abroad, and rates and methods of taxation.

Recent Accounting Pronouncements

Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 - CAPITAL STOCK

On December 26, 2019, the Company filed with the State of Nevada, 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 State of Nevada, a 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.

The Company is authorized to issue an aggregate of 10,000,000 and 75,000,000 preferred stock and common shares respectively, with a par value of $0.001 per share. As of December 31, 2019 and 2018, no preferred stocks and 12,000,000 common shares were issued and outstanding respectively.

At December 31, 2019 and 2018, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS

On February 1, 2019, the Company entered into a Note Purchase Agreement with an accredited related investor Lin Su Hui, our 5% shareholder. Pursuant to this agreement, the Company issued a promissory note to Lin Su Hui for $50,000, at 10% interest per annum, with a maturity date of February 6, 2020. Per the agreement, the note began to accrue interest 5 days after the effective date February 1, 2019. The interest on the note is to be paid monthly. For the three months ended December 31, 2019, the Company has paid interest of $1,250 to Lin Su Hui in form of cash and has accrued interest of $417.

On December 9, December 16, 2019 and December 30, 2019, the Company entered into three loan agreements with Ando Credit Limited, a related party which the CEO of the Company, Mr. Lam, has significant influence on, amounted $738,000, $250,000 and $80,000 (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. As of December 31, 2019, the Company has an interest income receivable in the amount of $8,474 from Ando Credit Limited.

For the three months ended December 31, 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 $22,655 and $28,993, respectively. These loans are unsecured, payable on demand, and carry no interest.

For the three months ended December 31, 2019, our CFO, Ms. Lee Hiu Lan paid expense on behalf of the Company in the amount of $325. This loan is unsecured, payable on demand, and carries no interest.

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

NOTE 6 - THIRD PARTY - NOTE PAYABLE

Balances of note payable as of December 31, 2019 and September 30, 2019 consisted of the following:

	As of December 31, 2019 (Unaudited)		As of September 30, 2019 (Audited)
Tsai Ming Hsiu due on November 28, 2020 with 10% per annum	$	50,000	$	-
Chang Ruei Yu due on December 6, 2020 with 10% per annum		350,000		-
Liao Shu Hua due on December 9, 2020 with 10% per annum		50,000		-
Chen Hsuan Yi due on December 9, 2020 with 10% per annum		60,000		-
Jean Mei Ing due on December 10, 2020 with 10% per annum		50,000		-
Lin Po Chung due on December 10, 2020 with 10% per annum		240,000		-
Lee Hsiu Kung due on December 13, 2020 with 10% per annum		70,000		-
Wu Tai Lin due on December 16, 2020 with 10% per annum		50,000		-
Huang Yu due on December 16, 2020 with 10% per annum		100,000		-
Lin Cheng Yu due on December 17, 2020 with 10% per annum		100,000		-
Wu Chih Kao due on January 1, 2021 with 10% per annum		50,000		-
Lee Hsiu Kung due on January 3, 2021 with 10% per annum		30,000		-
Jao Tzu Yun due on January 7, 2021 with 10% per annum		60,000		-
Total Note Payable	$	1,260,000	$	-
Less: Current Portion	$	(1,120,000)	$	-
Long-Term Portion	$	140,000	$	-

Future maturities of long-term debt as at December 31, 2019 are as follows which does not include related party debt separately stated:

Years ending December 31,
2020	$	1,120,000
2021		140,000
Total	$	1,260,000

All the above notes carry a 10% per annum with monthly interest accrued to the aforementioned lenders. The principal is received by the Company seven days prior to the effective date of such promissory note, and as of December 31, 2019, the Company received an aggregate amount of $140,000 before the corresponding effective dates of the promissory notes.

NOTE 7 - RELATED PARTY - NOTE PAYABLE

NOTE 8 - PREPAID EXPENSES

OTCQB annual fees and prepaid transfer agent fee are included as prepaid expenses as of December 31, 2019. These expenses are stated at cost and are charged to expense over the periods the Company expects to benefit from them. As of December 31, 2019, the Company has prepaid expenses of $6,863, which is consisted of $6,000 OTCQB annual fees and $863 prepayment to transfer agent.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

On 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 December 2, 2019.

In December 2019, 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 $1,070,000 (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 December 11, 2019.

In December 2019, the Company received an aggregate amount of $140,000 from three accredited investors, for purchasing promissory notes with an interest rate of 10% per annum. These three promissory notes would be effective in January 2020 and started to accrued interest from the effective dates.

We foresee an aggregate monthly interest expense at approximately $11,000 since January 1, 2020.

NOTE 10 - SUBSEQUENT EVENT

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 23, 2020.

On January 6, 2020, the Company entered into a loan agreement with Ando Credit Limited, a related party which the CEO of the Company, Mr. Lam, has significant influence on, amounted $160,000, 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.

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated January 16, 2020, for the year ended September 30, 2019 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form S-1. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K dated January 16, 2020, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

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 acquired 4 companies during the 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.

Our corporate structure is set forth below:

A list of our subsidiaries, affiliates and VIE entities together with a brief description of their business is set forth below:

Name (Domicile)		Business
Ando Holdings Limited (Nevada, United States)		Provides financial services and being an investment holding company
Ando Automobile Technology Limited (Hong Kong)		Intends to develop in automobile agency services
Ando Capital Investment Limited (Hong Kong)		Provides insurance products of Sun Life Hong Kong Limited
Xian Ando Industrial Company Limited (Xian, China)		Being an investment holding company to hold Xian Ando Commercial Factoring Company Limited
Xian Ando Commercial Factoring Company Limited (Xian, China)		Intends to develop in factoring business in Xian, China

On June 28, 2017 Mr. Paul 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.

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. 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.

On 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-made automobiles to be shipped to Chinese buyers directly. As of December 31, 2019, this subsidiary had no 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.

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

The VIE Agreements are as follows:

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.

2) Loan Agreement: Pursuant to the Loan Agreement, ADHG granted interest-free loans of Hong Kong Dollars Seventy Eight Thousand (“HK$78,000”), which is equivalent to United States Dollars Ten Thousand (“US$10,000”) to the shareholders of the ACIL for the sole purpose of increasing the registered capital of the ACIL. These loans are eliminated with the capital of ACIL during consolidation.

3) Share 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. During 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.

4) Power of Attorney: Pursuant to the Power 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.

5) Exclusive 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. The purchase 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.

Our principal executive offices are located at Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number is +852 23519122. We were incorporated under the laws of the State of Nevada on August 22, 2015. Our fiscal year end is September 30.

Results of Operation

For the three months period ended December 31, 2019 and 2018

Revenues

We have not generated any revenue for the three months ended December 31, 2019 and 2018.

General and administrative expenses

We incurred a total of $50,480 and $25,710 general and administrative expenses during the three months ended December 31, 2019 and 2018 respectively. The general and administrative expenses are mainly comprised of Form 10-Q review fee, consulting fee, legal fee, transfer agent fee and edgar filing fee. The increase of general and administrative expenses is due to increase in audit review fee and consulting fee.

Other income and expense

For the three months ended December 31, 2019, we have earned $8,474 interest income from the loan to Ando Credit Limited, at 12% per annum, while we have incurred $7,654 finance cost to the promissory notes issued at 10% per annum.

Net loss

We incurred a total net loss of $49,660 and $25,710 for the three months ended December 31, 2019 and 2018 respectively.

Liquidity and Capital Resources

Cash Used In Operating Activities

For the three months ended December 31, 2019 and 2018, the cash flows used in operating activities was $21,919 and $17,520 respectively, consists of net loss and change in assets and liabilities.

Cash Used In Financing Activities

For the three months ended December 31, 2019 and 2018, the cash flows provided by financial activities was $84,507 and $28,993 respectively, consists of proceeds from issuance of promissory note and advance to and from related party.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2019.

Contractual Obligations

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2019. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Operations Officer. Based upon that evaluation, our Chief Executive Officer and Chief Operations Officer concluded that, as of December 31, 2019, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2019, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ending December 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

We know of no materials, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

Exhibit No.		Description

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ANDO HOLDINGS LIMITED
	(Name of Registrant)

Date: February 13, 2020

	By:	/s/ Lam Chi Kwong Leo
	Title:	Chief Executive Officer, Director (Principal Executive Officer)

Ando Holdings Ltd. 10-Q