The following 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 date of this 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.

These 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, 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


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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.





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 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.

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.

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 September 30, 2019, this subsidiary has 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 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.





Plan of Operation



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.

Results of Operations for the Year Ended September 30, 2019 Compared to the Year Ended September 30, 2018

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

Selling, General 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.

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 such interest expense was due to the issuance of a promissory note with principal $50,000 at 12% per annum on February 1, 2019.




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Liquidity and Capital Resources

We measure our liquidity in a number of ways, including the following:





                                         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




Impact of Inflation



We believe that the rate of inflation 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.

Net Cash Used in Operating Activities

We experienced net cash used in operating activities for the year ended September 30, 2019 of $64,368 due 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.

Net Cash Used in Investing Activities

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

Net Cash Provided by Financing Activities

We experienced net cash provided by financing activities in the amount of $125,306 for year ended September 30, 2019 due to related party loans and 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.

Availability of Additional Funds

Based on our working capital deficit as of September 30, 2019, we will need additional equity and/or debt financing to continue our operations during the next 12 months.

Critical Accounting Policies and Estimates

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.

We qualify as 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 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.


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Recently Issued Accounting Pronouncements

Reference is 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.

Off-Balance Sheet Arrangements

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 operations, liquidity, capital expenditures or capital resources that are material to investors.





Material Commitments



Nil.

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