The following discussion and analysis is based on, and should be read in conjunction with, the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Form 10-Q. This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. 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-Q. 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 quarterly report, we generated minimal revenues and incurred expenses and operating losses, as part of our development stage activities. We recorded a net loss of ($3 381 948) for nine months endedSeptember 30, 2019 , net cash flows used by operating activities was$578,640 , working capital deficit of ($11,471,660 ) and an accumulated deficit of ($6,230,387 ) atSeptember 30, 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. Unless we are able to generate sufficient cash flows from operations and/or obtain additional financing, there is a 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. 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 . The product development during 2017, 2018 and 2019 as well as the acquisitions by the Company have positioned the Company as a global technology company for self and business improvement. The Company now owns a number of proprietary software, mobile applications, learning and educational tools to help consumers and businesses improve and grow. 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. 20
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 . 21 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 . 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 nine months endedSeptember 30, 2019 included the operations of the Company and all its subsidiaries as they are presented in the organization structure in this report. Revenues for the nine months period endedSeptember 30, 2019 and 2018 were respectively$10,332,265 and$ 145,597 , respectively, earned by providing construction induction training and white card for plumber position, and providing consulting services for development of building inspection process. Cost of revenue for providing induction training and consulting services for global technology company for self and business improvement. The Company now owns a number of proprietary software, mobile applications, learning and educational tools to help consumers and businesses improve and grow to customers were$ 5,110,264 and$ 25,357 for the nine months ended September 30, 2019
and 2018, respectively.
Revenues for the three months period endedSeptember 30, 2019 and 2018 were$ 5,806,020 and$ 66,175 , respectively, earned by providing construction induction training and consulting services for development of building inspection process to customers. Cost of revenue for the three months endedSeptember 30, 2019 and 2018 for providing construction training and consulting services was$ 3,730,685 and$ 10,561 , respectively. Operating expenses for the nine months endedSeptember 30, 2019 and 2018 were$7,631,433 and$263,738 , respectively. Operating expenses for the nine months endedSeptember 30, 2019 primarily consisted of consulting and business advisory services, travel expenses, other general and administrative expenses of$7,631,433 . Operating expenses for the six months endedJune 30, 2018 consisted of general and administrative expenses totaling$ 263,738 Other expenses consisted, interest expense recorded (i) on amortization of debt discount of$ 230,888.88 , (ii) on amortization of embedded conversion option liability of$ 8,018,857.99 for all seven notes received from the Company and (iii)interest expense of$ 198,081.89 recorded on all notes. The most part of other expenses are offset by change in the fair value of the embedded conversion option liability atSeptember 30, 2019 due to the change in the derivative instruments. As a result of above, we recorded a net loss of ($3,381,948 ) for the nine months endedSeptember 30, 2019 as compared to the net loss of ($498,780 ) for the same comparable period in 2018, respectively.
Liquidity and Capital Resources
Cash and cash equivalents were$714,366 atSeptember 30, 2019 as compared to$248,253 atDecember 31, 2018 . As shown in the accompanying condensed consolidated financial statements, we recorded a net loss of ($3,381,948 ) for the nine months endedSeptember 30, 2019 . Our working capital deficit atSeptember 30, 2019 was ($11,471,660 ) net cash used by operating activities was$578,640 , and accumulated deficit was ($6,230,387 ). 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. 22 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. 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 used by operating activities for the nine months endedSeptember 30, 2019 was 578,640 which resulted primarily from our net loss of ($3,381,949 ), amortization of intangible assets of$7,161 , depreciation of property and equipment$277,325 , net change in operating assets and liabilities for the accounts receivable in the amount of$1,953,047 and Accounts payable in the amount of$1,723,042 .Net cash used in operating activities for nine months endedSeptember 30, 2018 was ($213,705 ,) which primarily resulted from our net loss of ($498,780 ), amortization of intangible assets of$ 4,500 , amortization of computer and software of$75 , Embedded conversion option liability discount of$ 264,089 , Commitment fee on promissory note of$ 40,000 , Amortization of licensing fees of$ 62,277 , Amortization of debt discount -OID of$ 16,833 , Issuance of common stock for services of$ 6,000 and net change in operating assets and liabilities of ($318,711 ) Investing Activities Net cash used in investing activities for the nine months endedSeptember 30, 2019 was ($8,366,325 ) primarily due to the Acquisition of subsidiaries ($7,802,161 ), Acquisition of other investments ($747,447 ) and Acquisition of plant and equipment 183,283. Net cash used in investing activities for nine months endedSeptember 30, 2018 was ($64,510 ), which primarily resulted from the cash paid for acquisition of plant and equipment of$ 2,233 and net cash paid for acquisition and intangible asset ($62,277 ). Financing Activities Net cash provided by financing activities for the nine months endedSeptember 30, 2019 was 8,253,798 primarily due to cash proceeds from issuance of share capital$6,103,058 , Cash proceeds from issuance of Embedded conversion option liability$984,975 and Convertible notes payable, net of debt discount of$1,285,445 and cash advances from directors ($119,679 ). Net cash provided by financing activities for the nine months endedSeptember 30, 2018 was$ 303,255 primarily due to Cash proceeds from issuance of Embedded conversion option liability and Convertible notes payable$ 303,000 and advanced from related party of$ 255 .
We recorded an increase in cash of$466,113 effect of exchange rate changes on$ 0 and an increase of$21,050 , effect of exchange rate changes of ($3,990 ) for the nine months endedSeptember 30, 2019 and 2018, respectively. As a result of the above activities, we experienced a cash in the end of period of$ 714,366 and$23,090 for the nine months endedSeptember 30, 2019 and 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. 23
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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