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EX-32.2 - CERTIFICATION - ANDES 7 INC.e322.htm
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EX-31.1 - CERTIFICATION - ANDES 7 INC.e311.htm

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

  For the quarterly period ended September 30, 2017

  ☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 000-55491

 

http:||www.sec.gov|Archives|edgar|data|1650204|000126246315000671|logo.jpg 

 

ANDES 7 Inc.

(Exact name of registrant as specified in its charter)

 

  Delaware   47-4683655  
         
  (State or Other Jurisdiction of   (I.R.S. Employer  
  Incorporation or Organization)   Identification No.)  
         
         
  424 Clay Street, Lower Level, San Francisco, CA   94111  
         
  (Address of Principal Executive Offices)   (Zip Code)  
         

 

 

Registrant’s telephone number, including area code: 415 463 7827

 

  N/A

(Former name, former address and former fiscal year, if changed since last report)

 

-1
 

 

 Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☒ No  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

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

Large accelerated filer ☐

Non-accelerated filer ☐

Emerging growth company ☒

Accelerated filer ☐

Smaller reporting company ☒

 

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 ☐

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 10, 2017, the issuer had 10,100,000 shares of its common stock issued and outstanding.

 

-2
 

TABLE OF CONTENTS

PART I      
Item 1. Unaudited Financial Statements 4  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11  
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13  
Item 4. Controls and Procedures 13  
PART II      
Item 1. Legal Proceedings 14  
Item 1A. Risk Factors 14  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14  
Item 3. Defaults Upon Senior Securities 15  
Item 4. Mine Safety Disclosures 15  
Item 5. Other Information 15  
Item 6. Exhibits 15  
  Signatures 15  

 

 

 

 

-3
 

PART I - FINANCIAL INFORMATION

Item 1, Financial Statements

(Unaudited)

Contents

 

Financial Statements PAGE  
     
Balance Sheets as of September 30, 2017(Unaudited) and December 31, 2016 5  
     
Condensed Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (Unaudited) 6  
     
Condensed Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (Unaudited) 7  
     
Notes to Unaudited Condensed Financial Statements (Unaudited) 8  
     

 

 

 

 

 

 

 

 

-4
 

 

ANDES 7 Inc. 
Condensed Balance Sheets  

(Unaudited)

             
       September 30, 2017    

December 31,

 2016

ASSETS            
             
Current Assets:            
             
Cash     $ —       $ —  
             
Total Current Assets       —         —  
             
TOTAL ASSETS     $ —       $ —  
                   
LIABILITIES & STOCKHOLDERS’ DEFICIT                  
                   
Current Liabilities:                
                   
Due to related parties     $ 28,530     $ 990
Total Current Liabilities       28,530       990
                 
   TOTAL LIABILITIES       28,530       990
                   
Shareholders' Deficit:                  
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding         —         —  
Common stock $0.0001 par value, 1,000,000,000 shares authorized; 10,100,000 and 10,100,000 shares issued and outstanding, respectively       1,010       1,010
Stock subscription receivable       -       (1,000)
Additional paid-in capital       23,050       23,050
Accumulated deficit       (52,590)       (24,050)
Total Stockholders’ Deficit       (28,530)       (990)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT     $ —      $ —  
                 

 

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

 

 

 

 

-5
 

 

ANDES 7 Inc. 
Condensed Statement of Operations

(Unaudited)

 

    Three Months Ended 
September 30,
  Nine Months Ended 
September 30,
    2017   2016   2017   2016
                 
Revenue $ - $ - $ $ -
                 
Operating Expenses:                
                 
General and administrative   7,930   4,750   28,540   12,552
                 
Total operating expenses   7,930   4,750   28,540   12,552
                 
Net loss from operations $ (7,930) $ (4,750) $ (28,540) $ (12,552)
Loss before income taxes   (7,930)   (4,750)   (28,540)   (12,552)
Provision for income taxes   -   -   -   -
Net Loss $ (7,930) $ (4,750) $ (28,540) $ (12,552)
Basic loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
                 
Weighted average number of common shares outstanding   10,100,000   10,100,000   10,100,000   10,100,000

  

 

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

 

-6
 

 

ANDES 7 Inc. 
Statement of Cash Flows

(Unaudited)

 

    Nine Months Ended
September 30,
    2017   2016
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
         
Net loss   $ (28,540)   $ (12,552)

Adjustments to reconcile net loss to net

cash used in operating activities:

           
Changes in operating assets and liabilities:            
Accounts payable     —       (1,619)
     Net cash used in operating activities     (28,540)     (14,171)
             
CASH FLOWS FROM INVESTING ACTIVITIES:     —       —  
             
CASH FLOWS FROM FINANCING ACTIVITIES:            
Advances from related party     28,540     7,627
Contributed capital     —       6,544
     Net cash provided by financing activities     28,540     14,171
             
    Net increase (decrease) in cash     —       —  
             
    Cash at beginning of period     —       —  
             
    Cash at end of period   $ —     $ —  
             
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:            
Cash paid for interest   $ —     $ —  
Cash paid for taxes   $ —       —  
             
NON-CASH FINANCING ACTIVITY:            
Accounts payable credited to paid in capital   $ —     $ 1,619
Related party payable for stock redemption   $ —     $ 990

 

 

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

 

 

 

-7
 

 

ANDES 7 Inc.

Notes to Condensed Financial Statements

September 30, 2017

(Unaudited)

 

 

 

1.     DESCRIPTION OF BUSINESS AND HISTORY

 

Description of business – ANDES 7 Inc., (the “Company”) was incorporated under the laws of the State of Delaware on July 27, 2015, and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

 

On February 12, 2016, the Company entered into a Subscription Agreements with three subscribers for the issuance of its restricted common stock – Abina Asean, Co. Ltd., an entity organized under the laws of the Republic of Seychelles (8,000,000 shares), Toh Kean Ban (1,000,000 shares) and Dr. Ir. H.M. Itoc Tochija (1,000,000 shares). Each of the Subscription Agreements were the result of privately negotiated transactions without the use of public dissemination of promotional or sales materials. Each of the buyers represented they were “accredited investors,” and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.

 

In addition, on February 12, 2016, Tech Associates, Inc. (“Tech”) was engaged to provide advisory and consulting services. Tech’s compensation is not based on the facilitation of or sale of securities; rather, Tech has been engaged to provide consulting services in the context of a “going public” strategy. Tech’s sole shareholder is Richard Chiang, who is a former control person of the Company by virtue of his prior controlling interest in the Company. In consideration of mutual releases between Richard Chiang and the Company, Mr. Chiang consented to the Company’s redemption of 9,900,000 shares at par value, i.e. $990, which had previously been issued to him in serving in director and officer capacities. The Company has no disputes or disagreements with Mr. Chiang. In order to effectuate the redemption, Mr. Chiang agreed to return the stock certificate representing the 10,000,000 shares previously issued in consideration of the issuance of a new stock certificate representing 100,000 shares of restricted common stock. Following the Consent, the Board of Directors accepted Mr. Chiang’s resignation from the Board of Directors as being in the best interests of the Company, and proceeded to appoint Mr. Andrew Khor Poh Kiang as Chairman of the Board pursuant to the Consent. In addition, Mr. Chiang resigned as the Company’s Chief Executive Officer, President, Secretary and Treasurer.

 

On the same date as above, Andrew Khor Poh Kiang was named Chief Executive Officer and President, Lee Kok Keing was named Chief Financial Officer, Dr. Eric Chin Tek Mun was named Chief Operations Officer, Simon Chua Chooi Huat, was named Secretary, and Dr. Ng Mooi Eng was named Treasurer.

 

On January 31, 2017, the Company received a letter of resignation from Simon Chua Chooi Huat, its Secretary. There were no disagreements between the Company and Mr. Huat that led to his resignation and on April 14, 2017, the Company elected Jannie Gui Honey as its Secretary.

 

 2.   SUMMARY OF SIGNIFICANT POLICIES

 

Basis of presentation - The accompanying unaudited financial statements of ANDES 7 Inc. have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the audited financial statements ANDES 7 Inc in our Form 10-K filed on May 4, 2017.

 

-8
 

 

The interim unaudited financial statements present the balance sheets, statement of operations and cash flows of ANDES 7 Inc. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2017and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

 

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

 

Recent Accounting Pronouncements – The Company has evaluated recent pronouncements through Accounting Standards Updates (“ASU”) 2015-08 and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.

   

       3.     GOING CONCERN

 

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and had a deficit accumulated of $52,590 as of September 30, 2017. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

4.    STOCKHOLDERS’ EQUITY

 

Preferred Stock – The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. As September 30, 2017, no shares of preferred stock had been issued.

 

Common Stock - The Company is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock. As of September 30, 2017, 10,100,000 shares were issued and outstanding respectively.

 

Upon formation of the Company on July 27, 2015, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company. In addition, the founding shareholder has made contributions of $0 and $1,619 to the Company for the period ended September 30, 2017 and December 31, 2016, respectively which is recorded as additional paid-in capital.

 

On February 12, 2016, the Company entered into a Subscription Agreements with three subscribers for the issuance of 10,000,000 shares of restricted common stock at par value of $0.0001 for total proceeds of $1,000 (refer to Note 1). During the period ended September 30, 2017, the $1,000 previously debited to stock subscription receivable was debited to due to related party account.

 

5.    RELATED PARTY TRANSACTIONS

 

As September 30, 2017, the Company owed Richard Chiang $990 for the redemption of 9,900,000 shares at par value, which had previously been issued to him in serving in director and officer capacities.

 

As of September 30, 2017, and December 31, 2016, the founding shareholder has contributed capital to the Company for services rendered of $0 and $9,248, respectively.

 

As of September 30, 2017, and December 31, 2016, the Company’s CEO has contributed capital to the Company in the form of cash used for operating expenses of $0 and $12,552, respectively.

 

-9
 

 

During the nine months ended September 30, 2017, a related party advanced the Company $28,540 to pay for general operating expenses. The funds are unsecured, non-interest bearing and due on demand. As of September 30, 2017, the balance due is $27,540.

 

6.     SUBSEQUENT EVENTS

 

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued, and has determined that no material subsequent events exist.

  

 

 

-10
 

 

Special Note Regarding Forward-Looking Statements

 

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

  

 

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

 

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

 

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

 

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

 

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

 

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

  

-11
 

 

Results of Operations

 

Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016

 

Revenues

 

For the three months ended September 30, 2017 and 2016, we had no revenues. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer, shareholders and/or others.

 

Operating Expenses

 

General and administrative expenses were $7,930 for the three months ended September 30, 2017, compared to $4,750 for the three months ended September 30, 2016. General and administrative expense consists of consulting and other professional fees related to the requirements of SEC filings.

 

Net Loss

 

Net loss for the three months ended September 30, 2017 was $7,930 compared to $4,750 for the prior period. Net loss is due to general and administrative expenses as discussed above.

 

 

Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016

 

Revenues

 

For the nine months ended September 30, 2017 and 2016, we had no revenues. We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer, shareholders and/or others.

 

Operating Expenses

 

General and administrative expenses were $28,540 for the nine months ended September 30, 2017, compared to $12,552 for the nine months ended September 30, 2016. General and administrative expense consists of consulting and other professional fees related to the requirements of SEC filings.

 

Net Loss

 

Net loss for the nine months ended September 30, 2017 was $28,540 compared to $12,552 for the prior period. Net loss is due to general and administrative expenses as discussed above.

 

Liquidity

 

The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As of September 30, 2017, we had cash of $0 and total liabilities of $28,530. We used $28,540 of cash flows from operating activities for the nine months ended September 30, 2017. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. Our cash flow provided by financing activities for the nine months ended September 30, 2017 was $28,540 from advances by a related party. The Company has a working capital deficiency of $28,530 and a shareholders’ deficit of $52,590 at September 30, 2017.

 

Over the next 12 months we expect to expend approximately $30,000 in cash for legal, accounting and related services. Cash used for other expenditures is expected to be minimal. We hope to be able to attract suitable investors for our business plan, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts.

 

We expect to be able to secure capital through advances from our Chief Executive Officer, shareholders and others in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next twelve months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.

 

-12
 

 

The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for acquiring suitable partners or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, 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 we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our 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 issuing stock in lieu of cash, which may also result in dilution to existing stockholders.

  

 

Operating Capital and Capital Expenditure Requirements

 

Our controlling shareholders expect to advance us additional funding for operating costs in order to implement our business plan. The funds are loaned to the Company as required to pay amounts owed by the Company. As such, our operating capital is currently limited to the resources of our controlling shareholders. The loans from our controlling shareholders are unsecured and non-interest bearing and have no set terms of repayment. We anticipate receiving additional capital once we are able to have our securities actively trading on a public exchange. There is no guarantee our stock will develop a market on that public exchange.

 

Plan of Operation and Funding

 

We do not currently engage in enough business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:

     

  (i) filing of Exchange Act reports, and

 

  (ii) costs relating to developing our business plan

 

We believe we will be able to meet these costs through amounts, as necessary, to be loaned to or invested in us by our controlling shareholder.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

None.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report, September30, 2017. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

-13
 

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to a material weakness in our internal control over financial reporting, which is described below.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of September 30, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of September30, 2017, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (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.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2017: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

  

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2017have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

 

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

 

Item 1A. Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

On February 12, 2016, the Company entered into a Subscription Agreements with three subscribers for the issuance of its restricted common stock – Abina Asean, Co. Ltd., an entity organized under the laws of the Republic of Seychelles (8,000,000 shares), Toh Kean Ban (1,000,000 shares) and Dr. Ir. H.M. Itoc Tochija (1,000,000 shares). Each of the Subscription Agreements were the result of privately negotiated transactions without the use of public dissemination of promotional or sales materials. Each of the buyers represented they were “accredited investors,” and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.

 

-14
 

 

On January 19, 2017, Toh Kean Ban sold 1,000,000 shares of our common stock at $0.00225 to ABINA Company Ltd., a corporation controlled by our President, CEO and Chairman, Andrew Khor Poh Kiang and his wife, Manichan Khor. The transaction was the result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. Each of the buyers represented they were “accredited investors,” and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 

 

Item 5. Other Information.

 

None.

 

 

Item 6. Exhibits.

 

 

Exhibit Exhibit Description Filed herewith Form Period ending Exhibit Filing date
3.1 Certificate of Incorporation   10   3.1 08/07/15
3.2 By-Laws   10   3.2 08/07/15
4.1 Specimen Stock Certificate   10   4.1 08/07/15
31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X        
32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X        
101.INS XBRL Instance Document X        
101.SCH XBRL Taxonomy Extension Schema Document X        
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document X        
101.LAB XBRL Taxonomy Extension Label Linkbase Document X        
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X        
101.DEF XBRL Taxonomy Extension Definition Linkbase Definition X        

 

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ANDES 7 Inc.
     
  By: /s/ Andrew Khor Poh Kiang
   

Andrew Khor Poh Kiang

President, Chief Executive Officer, Chairman of the Board of Directors

 

     
  By: /s/ Lee Kok Keing
   

Lee Kok Keing

Chief Financial Officer

 

Dated: November 14, 2017

 

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