The following discussion and analysis is based on, and should be read in conjunction with, the audited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-K. This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Annual Report on Form 10-K represent our views as of the date of this Annual Report on Form 10-K. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report on Form 10-K.
Results of Operations for the Years Ended
We are a smaller reporting Company as defined by Rule 12b-2 and incorporated in theState of Delaware onJuly 22, 2016 . As of the periods from inception through the date of this yearly report, we generated small amount revenues and incurred expenses and operating losses, as part of our development stage activities. We recorded a net loss of$3,356,216 for the twelve months endedDecember 31, 2019 , net cash flows used by operating activities was$7,510,880 , working capital deficit of$9,433,896 and an accumulated deficit of$6,278,093 at December
31, 2019. We anticipate that we will need substantial working capital over the next 12 months to continue as a going concern and to expand our operations to distribute, sell and market products and solutions. Our independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. We intend to make an equity offering of our common stock for the acquisition and operation expenses. If we cannot raise the required cash, we will issue additional shares of our common stock in lieu of cash. 25 Our Current Business The Company has commenced operations sinceJune 2017 and during the financial year 2018 it has completed 11 acquisitions inAustralia ,Malaysia ,Philippines andthe United States . During year 2019 has completed 7 acquisitions inAustralia . Based on the product development during 2017, 2018 and 2019 as well as the acquisitions by the Company now owns several proprietary software, mobile applications, learning and educational tools to help consumers and businesses improve and grow, education services, accounting & corporate advisory, financial planning, data center service.
The Company has a stated mission to make potential growth accessible and sustainable.
OnJanuary 2, 2018 , we entered into a stock-for-stock acquisition agreement (the "Acquisition Agreement") withAnvia (Australia) Pty Ltd , an entity organized under the laws ofAustralia . OnMay 10, 2018 , we issued to the sole owner of Anvia Australia 5,000 shares of our common stock, valued at the fair market value of$0.60 per share for a consideration of$3,000 , in exchange for all of the issued and outstanding stock of Anvia Australia to complete the share exchange and restructuring of entities under common control. We have casted prior period financial statements to reflect the conveyance of Anvia Australia to the Company as if the restructuring had occurred as of the earliest date of the consolidated financial statements. Anvia Australia was an entity solely owned byLindita Kasa , spouse ofAli Kasa , CEO and director of our Company prior to the acquisition. As a wholly owned subsidiary, Anvia Australia shall operateAnvia market andAnvia recruiters' sites and business units inAustralia and global markets. 26
Anvia Market is an ecommerce platform where construction tradesmen can purchase
safety wears and tools of their choice. Given the fact that there are 1.5
million licensed tradesmen and Australian high adoption of online shopping,
Anvia Recruiters is placement services specializes in training and placing
qualified tradesmen within construction industry in
OnJune 11, 2018 , Anvia Australia, completed its acquisition all of the issued and outstanding shares ofGlobal Institute of Vocational Education Pty Ltd from its former shareholder, an unrelated party to the Company, for a cash purchase price of$62,375 (AUD81,900 Australian Dollars ). OnOctober 10, 2018 ,Anvia Holdings Corporation (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") reporting, among other things, that onOctober 9, 2018 , the Company completed its acquisition ofEgnitus Inc. , aNevada corporation ("Egnitus"). The Shareholder agree to transfer to Acquirer at the Closing (defined below) 19,768,800 shares of common stock of Target, being all of the issued and outstanding common stock of Target, in exchange for an aggregate of 19,768,800 pre-split shares of voting common stock of Acquirer.
In
InNovember 29, 2018 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 100% of shares issued and outstanding common shares from the shareholders ofXamerg Pty Ltd for consideration of$1,204,807.84 . InNovember 30, 2018 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 51% of the shares issued and outstanding common shares from shareholders ofJamiesons Accounting Pty Ltd for consideration of$696,129 InDecember 10, 2018 ,Anvia Holdings Corporation acquired 100% of shares issued and outstanding common shares from shareholders ofDoubleline Capital Sdn . Bhd. in exchange with 52,300 shares ofAnvia Holdings Corporation common stock. InDecember 28, 2018 ,Anvia Holdings Corporation acquired 100% of shares issued and outstanding common shares from shareholders ofBlue Pacific English Academy Inc. for consideration of$18,593.78 InDecember 28, 2018 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Doubleline Capital Sdn . Bhd. acquired 100% of shares issued and outstanding common shares from shareholders ofAll Crescent Sdn . Bhd. for consideration of$100,000 and 200,000 shares ofDoubleline Capital Sdn .
Bhd. common stock. InDecember 31, 2018 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 100% of shares issued and outstanding common shares from shareholders ofWorkstar Technologies Pty Ltd for consideration of$211,380 . InMay 4, 2019 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 100% of shares issued and outstanding common shares from shareholders ofXseed Pty Ltd for consideration of$ 500,000 . InMay 14, 2019 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 100% of shares issued and outstanding common shares from shareholders ofHost Group of Companies Pty Ltd for consideration ofUSD 2,988,000 or AUD 4,300,000. where AUD 800,000 shall be paid in cash, and AUD 3,500,000 shall be paid in shares ofAnvia Holdings . InJune 12, 2019 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired acquire 95% of the issued and outstanding shares of Myplanner Professional Services Pty. Ltd. ("Myplanner") and 100% of My Managed Portfolio Pty. Ltd. ("MMP"). The Company acquired both Myplanner and MMP for a combined purchase price ofUSD$3.1 million by following means: Consideration Consideration Total Interests in Cash in Shares consideration Acquired Companies acquired ($) ($) ($) Myplanner 95 % 1,554,286 651,963 2,206,249 MMP 100 % 624,450 261,934 886,384 Total 2,178,736 913,897 3,092,633 InJune 10, 2019 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 51% of shares issued and outstanding common shares from shareholders ofAccounting Business Solutions Pty Ltd ("ABS"), for consideration ofUSD 106,641 in exchange for 39,063 shares of the Company's common stock ofAnvia Holdings . 27 InJune 10, 2019 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 100% of shares issued and outstanding common shares from shareholders ofVocTrain Pty Ltd for consideration ofUSD$196,000 in cash and the balance of approximatelyUSD$364,000 , in common stock of theCompany Anvia Holdings .Anvia (Australia) Pty Ltd has reversed this acquisition on1 October 2019 . InJune 25, 2019 ,Anvia Holdings Corporation (the "Company"), through its wholly owned subsidiary,Anvia (Australia) Pty Ltd acquired 60% of shares issued and outstanding common shares from shareholders ofAcquire Insurance Brokers Pty Ltd for consideration of USD$1,029,864 of whichUSD$75,000 was paid in cash at the closing andUSD$954,864 is paid in the common stock of theCompany Anvia Holdings . Results of Operations Our results of operations for the three months and twelve months periods endedDecember 31, 2019 included the operations of the Company,Anvia Holdings Corporation ; Anvia Australia,Global Institute of Vocational Education operations, Egnitus INC.January 1 -May 2019 as this company is dissolved on28 May 2019 ,Entrepreneur Culture Inc Sdn . Bhd fromJanuary 1 -August 2019 as this company is sold on31 August 2019 ;Xamerg Pty Ltd ,Jamiesons Accounting Pty Ltd ;Doubleline Capital Sdn . Bhd;Blue Pacific English Academy Inc. .;Workstar Technologies Pty Ltd ;Xseed Pty Ltd from the date of its acquisitionMay 4, 2019 ;Host Group of Companies Pty Ltd from the date of its acquisitionMay 14, 2019 ; Myplanner Professional Services Pty. Ltd. from the date of its acquisitionJune 12, 2019 ; My Managed Portfolio Pty. Ltd from the date of its acquisitionJune 12, 2019 ; Accounting Business Solutions Pty Ltd ("ABS") from the date of its acquisitionJune 10, 2019 ;Acquire Insurance Brokers Pty Ltd from the date of its acquisitionJune 25, 2019 ; 28
Revenues for the twelve months period endedDecember 31, 2019 and 2018 were$ 14,245,425 and$ 690,680 , respectively, earned by providing several proprietary software, mobile applications, learning and educational tools to help consumers and businesses improve and grow, education services, accounting & corporate advisory, financial planning, data center service. Cost of revenue for providing several proprietary software, mobile applications, learning and educational tools to help consumers and businesses improve and grow, education services, accounting & corporate advisory, financial planning, data center service to customers were$ 8,807,072 and$ 80,370 for the twelve months endedDecember 31, 2019 and 2018, respectively. Operating expenses for the twelve months endedDecember 31, 2019 and 2018 were$ 10,637,558 and$1,357,024 , respectively. Operating expenses for the twelve months endedDecember 31, 2019 primarily consisted of consulting and business advisory services of$ 156,000 , audit fees$191,270 , investor relations fees of$147,354 and other general and administrative expenses of$10,159,500 . Operating expenses for the twelve months endedDecember 31, 2018 primarily consisted of consulting and business advisory services of$ 80,527 , audit fees$61,415 travel, meals and lodging expense of$ 30,979 , investor relations fees of$65,385 , registration fees and permits of$16,253 and other general and administrative expenses of$1,102,465 . Other operating expenses for the twelve months endedDecember 31, 2019 and 2018 were$10,463,088 and (551,561) respectively. Other operating expenses consist of change in the fair value of the embedded conversion option liability for the derivative notes that parent company has received during the fiscal years 2019 and 2018 which consists in a profit for the year 2019 and an expense for the year 2018.
Finance cost for the twelve months endedDecember 31, 2019 were$9,365,806 . Finance cost consisted interest expense recorded on notes for EMA of$ 10,684.93 , for FirstFire of$ 25,000 , for Labrys$ 125,873.44 , for Power Up$ 41,860.46 , for TFK$ 5,822.47 , for GHS$ 955.98 , for Rayont INC of$ 2,711 , forAuctus Fund of$ 17,813.38 and forCrown Bridge of$ 4,701.37
(i) on amortization of embedded conversion option liability for EMA of
(ii) amortization of debt discount for OID ofCrown Bridge $11,000 , amortization of debt discount for OID of EMA$18,611.11 , amortization of debt discount for FirstFire of$ 15,000 , amortization of debt discount for OID of Labrys of$ 249,333.33 , amortization of debt discount for OID of TFK of$ 12,500 .
(iii)Other finance cost in the amount of
Finance cost for the twelve months ended
(ii) on GHS Note of
29
As a result of above, we recorded a net loss of
Liquidity and Capital Resources
Cash and cash equivalents were$612,298 atDecember 31, 2019 as compared to$248,253 atDecember 31, 2018 . As shown in the accompanying consolidated financial statements, we recorded a net loss of$ 3,356,216 for the twelve months endedDecember 31, 2019 . Our working capital deficit atDecember 31, 2019 was$ 9,433,896 , net cash generated from operating activities was$7,510,880 , and accumulated deficit was$6,278,093 . These factors and our ability to raise additional capital to accomplish our objectives, raises doubt about our ability to continue as a going concern. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our current business operations. We anticipate generating only minimal revenues over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate. We presently do not have any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to acquire other profitable entities or obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. 30
No assurance can be given that sources of financing will be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures or may be required to reduce the scope of our planned service development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to: ? Curtail our operations significantly, or
? Seek arrangements with strategic partners or other parties that may require us
to relinquish significant rights to technology platform and correlated services, or ? Explore other strategic alternatives including a merger or sale of our Company. Operating Activities Net cash generated from operating activities for the twelve months endedDecember 31, 2019 was$7,510,880 which resulted primarily from net loss of$3,356,216 , depreciation of plant and equipment of$638,435 , amortization of intangible assets$167,766 , amortization of right of use assets of$375,226 , impairment of goodwill$2,418,064 , gain on the disposal of subsidiaries$ 260,695 , gain on acquisition of subsidiaries$400,059 , changes in fair value of embedded conversion option liability$10,463,088 , goodwill adjustments$137,957 and net change in operating assets and liabilities such as decrease in trade and other receivables of$ 140,831 and increase in trade and other payables$3,484,032 and decrease in operating lease liabilities of$111,471 . Net cash used in operating activities for the twelve months endedDecember 31, 2018 was$2,787,949 which resulted primarily from net loss of$2,563,510 , depreciation of plant and equipment of$117,595 , amortization of intangible assets 1,459, and net change in operating assets and liabilities such as decrease in trade and other receivables of$ 480,441 and increase in trade
and other payables$136,948 . Investing Activities
Net cash used in investing activities for the twelve months endedDecember 31, 2019 was$8,923,474 primarily due to the acquisition of subsidiaries, net of cash and cash equivalents acquired of$7,466,264 , acquisition of other investments of 361,951, acquisition of the intangible assets$378,406 and acquisition of property, plant and equipment$716,853 . Net cash used in investing activities for the twelve months endedDecember 31, 2018 was$1,000,365 primarily due to the acquisition of subsidiaries, net of cash and cash equivalents acquired of$998,365 and acquisition of other investments of 2,000. Financing Activities Net cash provided by financing activities for the twelve months endedDecember 31, 2019 was$16,798,399 primarily due to cash received from Issuance of share capital of$5,711,092 , redemption of embedded conversion option liability of$10,325,803 , redemption of convertible notes payable, net of debt discount of$97,880 , repayment of hire purchase of$125 , 619, drawdowns of loan and borrowings ( net of repayment) of$ 1,157,530 and repayment to directors of$172,527 . Net cash provided by financing activities for the twelve months endedDecember 31, 2018 was$4,025,462 primarily due to cash received from Issuance of share capital of$1,391,955 , proceeds from embedded conversion option liability of$2,412,285 and proceeds from convertible notes payable, net of debt discount of$221,222
We recorded
As a result of the above activities, we experienced a net increase in cash of$ 364,045 and$ 236,829 for the twelve months endedDecember 31, 2019 andDecember 31, 2018 , respectively. Although the Company was able to obtain short term loans, there is no assurance that the Company will continue to be able to raise capital at favorable terms, and the ability to continue as a going concern is still dependent on its success in obtaining additional financing from investors or from sale of our common
shares. 31
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our financial statements which we have prepared in accordance withU.S. generally accepted accounting principles. In preparing our financial statements, we are required 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. We have identified the following accounting policies that we believe require application of management's most subjective judgments, often requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Our actual results could differ from these estimates and such differences could be material. Our significant accounting policies are described in more details in Note 2 of our annual financial statements included in our Annual Report on Form 10-K filed with theSEC onApril 3, 2019 .
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet arrangements as defined in Item 303(c) of the SEC's Regulation S-B. We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special-purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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