PART I

Item 1. Business.

Our Company

Ando Holdings Ltd., formerly known as PC Mobile Media Corp. was formed in the state of Nevada on August 22, 2015. We are a development stage company with a plan of operation that offers mobile billboard display advertising.  Our planned initial market will primarily occur in the Las Vegas area.

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.  At present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.

For the twelve month period ended September 30, 2017, we generated revenues in the amount of $10,000 and had a net loss in the amount of $16,195.

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.

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.

Principal Business

The Company’s mission is to get our clients' message to the right audience at the right time.  Targeting the right audience at the right time is becoming increasingly difficult for advertisers.  Society in general has become more mobile and sophisticated at handling multiple tasks.  Consequently, we are tuning out unnecessary or unwanted information including certain print media and radio advertisements.  Alternative media is everywhere from product advertisements on the floors of grocery stores, to audio monitors on gas station pumps, and pop-up ads on automated teller machines.  PC Mobile Media takes the advertisers message to the target audience anytime, anywhere.  Our planned 10’ X 20’ four-color banners will get the attention of your target market by traveling along strategically chosen routs or penetrating and setting up stationary at special events or at specific locations.  Whether the client is geographically specific such as local political campaigns or a national product that seeks maximum exposure, PC Mobile Media takes the message to the customer.

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At the present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.

Government Regulation

We are subject to government regulations that regulate businesses generally, such as compliance with regulatory requirements of federal, state, and local agencies and authorities, including regulations concerning workplace safety and labor relations. In addition, our operations are affected by federal and state laws relating to marketing practices in the music industry. Environmental laws and regulations do not materially impact our operations.

Research and Development

We have not spent any funds on research and development activities in connection with our business.

Personnel

As of November 30, 2017, we employed two persons on a part-time basis. None of our employees is subject to a collective bargaining agreement. We believe that our relationship with our employees is good.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our executive offices are located at Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. The Company does not own or rent property. The office space is provided by an officer at no charge. We believe that this space is presently adequate for our needs.

Item 3. Legal Proceedings.

We are not a party to any legal proceedings, nor are we aware of any threatened litigation whatsoever.

Item 4. Mine Safety Disclosures

Not applicable to smaller reporting companies.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is currently listed on OTC Markets under the symbol “ADHG”.

Holders of Record

As of September 30, 2017 and November 30, 2017, respectively, there were 28 shareholders of record of the Company’s common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance our operations, and to expand our business. Subject to the rights of holders of preferred stock, any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, operating results, capital requirements, limitations under Florida law and other factors that our board of directors considers appropriate.

Recent Sales of Unregistered Securities

None.

Recent Sales of Registered Securities

None.

Item 6. Selected Financial Data.

Not applicable to smaller reporting companies.

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

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.

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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 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.  We plan to offer mobile billboard display advertising and our initial market will primarily occur in the Las Vegas area.    

At present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.

On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada.  The amendment changes 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.

Plan of Operation

The Company’s mission is to get our clients' message to the right audience at the right time.  Targeting the right audience at the right time is becoming increasingly difficult for advertisers.  Society in general has become more mobile and sophisticated at handling multiple tasks.  Consequently, we are tuning out unnecessary or unwanted information including certain print media and radio advertisements.  Alternative media is everywhere from product advertisements on the floors of grocery stores, to audio monitors on gas station pumps, and pop-up ads on automated teller machines.  PC Mobile Media takes the advertisers message to the target audience anytime, anywhere.  Our planned 10’ X 20’ four-color banners will get the attention of your target market by traveling along strategically chosen routs or penetrating and setting up stationary at special events or at specific locations.  Whether the client is geographically specific such as local political campaigns or a national product that seeks maximum exposure, PC Mobile Media takes the message to the customer.

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At the present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.

Results of Operations for the Year Ended September 30, 2017 Compared to the Year Ended September 30, 2016

Revenues. The Company had revenue in the amount of $10,000 for the year ended September 30, 2017, as compared to $0 for the year ended September 30, 2016.   The change in revenue was due to a mobile advertising contract being executed in October 2016, and being cancelled in April 2017 due to non-payment.  At September 30, 2017, all revenue relating to the contract had been received.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the year ended September 30, 2017 were $3,660 as compared to $27,720 for the year ended September 30, 2016. General and administrative expenses decreased due to the Company having had nominal operations and having incurred lower transfer and filing expenses.

Professional Fees. Professional fees for the year ended September 30, 2017 were $22,535 as compared to $32,700 for the year ended September 30, 2016. Professional fees reduced due to the decrease in consulting fees.

Liquidity and Capital Resources

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

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, 2017 of $40,995 due to cash used to fund a net loss of $16,195, and a change of control of the Company that resulted in all liabilities at June 30, 2017 being paid in full by the former officer.  We experienced net cash used in operating activities of $41,020 for the year ended September 30, 2016 due to cash used to fund a net loss of $60,420 and an increase accounts payable.  

Net Cash Used in Investing Activities

We experienced no cash flow from investing activities for year ended September 30, 2017 and 2016.

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Net Cash Provided by Financing Activities

We experienced net cash provided by financing activities in the amount of $36,945 for year ended September 30, 2017 due to related party loans and contributed capital related to the Company’s change of control.  We experienced net cash provided by financing activities in the amount of $40,045 for the year ended September 30, 2016, due to the sale of common stock and related party loans.

Availability of Additional Funds

Based on our working capital deficit as of September 30, 2017, we will need additional equity and/or debt financing to continue our operations during the next 12 months. See “Description of Business”.

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.

Recently Issued Accounting Pronouncements

Reference is made to the “Organization and 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

As of September 30, 2017, we had no off balance sheet arrangements.

Material Commitments

On March 18, 2017, Ando Capital Investment Limited engaged Acorn Assets & Equity Limited to identify and precipitate the purchase of a public company through a Consulting Agreement.  On August 29, 2017, a supplement to the Consulting Agreement was signed to clarify certain terms of the agreement.  The supplementary document states that the transfer agent fees incurred in the purchase, such as cancelation or issuance of share certificates, new CUSIP application, and printing of new share certificate templates, will be paid by Acorn Assets & Equity Limited until the completion of the initial Consulting Agreement.

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Purchase of Furniture and Equipment

There were no purchases of computers and any other equipment for the year ended September 30, 2017.

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.

Critical Accounting Policies

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.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Cash and Cash Equivalents

We consider all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. At September 30, 2017, we have no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Share Based Payments

We recognize compensation cost for stock-based awards to employees in accordance with ASC Topic 718, over the requisite service period for each separately vesting tranche, as if multiple awards were granted. Compensation cost is based on grant-date fair value using quoted market prices for our common stock. We recognize compensation cost for stock-based awards to nonemployees in accordance with ASC Topic 505.

Earnings (Loss) Per Share

The Company computes earnings per share in accordance with ASC 260, “Earnings Per Share”. Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period.  There were no potentially dilutive common shares outstanding during the period.

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Income Taxes

The Company accounts for income taxes as outlined in ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements” (ASC 820) and ASC 825, “Financial Instruments” (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The carrying values of cash, accounts payable, and accrued liabilities approximate fair value. Pursuant to ASC 820 and 825, the fair value of cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Recent Accounting Pronouncements

Reference is made to the Recent Accounting Pronouncements in Note 3 to our financial statements included elsewhere in this report for information related to new accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

We are not subject to risks related to foreign currency exchange rate fluctuations.  Our functional currency is the United States dollar. We do not transact our business in other currencies. As a result, we are not subject to exposure from movements in foreign currency exchange rates. We do not use derivative financial instruments for speculative trading purposes.

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Item 8. Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Ando Holdings Ltd.

We have audited the accompanying balance sheets of Ando Holdings Ltd. (the “Company”) as of September 30, 2017, and the related statements of operations, changes in shareholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ando Holdings Ltd. as of September 30, 2017, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, has a net capital deficiency and has not yet established an ongoing source of revenue, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ TAAD, LLP

Diamond Bar, California

November 30, 2017

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

PC Mobile Media Corp.

We have audited the accompanying balance sheet of Ando Holdings Ltd. (formally known as PC Mobile Media Corp.) as of September 30, 2016, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year ended September 30, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ando Holdings Ltd. (formally known as PC Mobile Media Corp.) as of September 30, 2016, and the results of its operations and its cash flows for the year ended September 30, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Stevenson & Company CPAS LLC

Stevenson & Company CPAS LLC

Tampa, Florida

December 28, 2016

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Ando Holdings Ltd.

fka PC Mobile Media Corp.

Balance Sheets

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

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Ando Holdings Ltd.

fka PC Mobile Media Corp.

Statements of Operations

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

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Ando Holdings Ltd.

fka PC Mobile Media Corp.

Statements of Changes In Stockholders' Equity (Deficit)

From Inception (August 22, 2015) to September 30, 2017

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

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Ando Holdings Ltd.

fka PC Mobile Media Corp.

Statements of Cash Flows

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

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ANDO HOLDINGS LTD. FKA PC MOBILE MEDIA CORP.

NOTES TO THE AUDITED FINANCIAL STATEMENTS

September 30, 2017 and 2016

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Ando Holdings Ltd., fka PC Mobile Media Corp. (“Ando Holdings Ltd., fka PC Mobile Media Corp.” 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 is to offer mobile billboard display advertising.  Our mobile displays deliver a visual presentation that leaves the audience with an indelible impression.

The Company is currently devoting its time to attracting advertising clients.  The Company’s ability to generate sufficient funds to meet its working capital requirements is dependent upon its ability to acquire a sufficient number of clients interested in mobile advertising.

On June 28, 2017, Paul Conforte, the holder of an aggregate of 8,000,000 shares of Common Stock of PC Mobile Media Corp sold all 8,000,000 Shares to twelve (12) purchasers for a total price of $275,000 or $.034 per share. As a result, a change of control occurred which resulted in the purchasers owning approximately 66.67% of the issued and outstanding shares of the Company.  In addition, per an Assignment of Rights and Assumption of Liabilities Agreement, dated June 28, 2017, Mr. Conforte retained all assets and assumed all liabilities of the Company through June 30, 2017.

On the same day, Mr. Conforte resigned all officer 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.  At present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.

On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada, changing the Company’s name from PC Mobile Media Corp. to Ando Holdings Ltd.  As of September 25, 2017, FINRA accepted the name change and issued ADHG as the new trading symbol of the Company.

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 September 30, 2017, the Company has had minimal operations, and has accumulated a deficit of $79,590. 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 sole officer/director has agreed to advance funds to the Company to meet its obligations.

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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 financial statements present the balance sheets, statements of operations and cash flows, and changes in stockholders' equity (deficit), of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.

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

For the purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. At September 30, 2017 and 2016, the Company had cash of $0 and $4,050, respectively.

Accounts Receivable

Accounts receivable are measured at amortized cost and shown net of allowance for doubtful accounts. At September 30, 2017 and September 30, 2016, the Company had $0 and $0 in accounts receivable, and $0 and $0 in allowance for doubtful accounts, respectively. The Company canceled the Mobile Billboard Rental Agreement in April 2017 due to non-payment (See Note 8).  No services were provided during the quarter ending September 30, 2017.

Revenue and Cost Recognition

The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

·

persuasive evidence of an arrangement exists

·

the product has been shipped or the services have been rendered to the customer

·

the sales price is fixed or determinable collectability is reasonably assured.

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.

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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.

Financial Instruments

The Company’s balance sheet includes certain financial instruments, including cash, accounts payable, accrued expenses and related party payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3

Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

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.

Advertising

Advertising costs are expensed as incurred.  As of September 30, 2017 and September 30, 2016, no advertising costs have been incurred.

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Income Taxes

The Company accounts for income taxes as outlined in Accounting Standard Codification (ASC) 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

ASU Update 2014-09 Revenue from Contracts with Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers on an effective date after December 31, 2017 will be evaluated as to impact and implemented accordingly.

ASU Update 2014-15 Presentation of Financial Statements-Going Concern (Sub Topic 205-40) issued August 27, 2014 by FASB defines managements responsibility to evaluate whether there is a substantial doubt about an organizations ability to continue as a going concern. The additional disclosure became effective for periods ending after December 15, 2016.  Management has evaluated these factors and has determined that they raise substantial doubt about the Company’s ability to continue as a going concern, and has included the appropriate disclosures in Note 2 to these financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, to improve financial reporting about leasing transactions. This ASU will require organizations that lease assets ("lessees") to recognize a lease liability and a right-of-use asset on its balance sheet for all leases with terms of more than twelve months. A lease liability is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset represents the lessee's right to use, or control use of, a specified asset for the lease term. The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. This ASU leaves the accounting for the organizations that own the assets leased to the lessee ("lessor") largely unchanged except for targeted improvements to align it with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

The amendments in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is evaluating the potential impact of ASU 2016-02 on its Financial Statements.

NOTE 4 - PREPAID EXPENSES

Transfer agent fees in the amount of $400, and OTCQB annual fees of $7,500 are included as prepaid expenses. These expenses are stated at acquisition cost and are charged to expense over the periods the Company expects to benefit from them. At September 30, 2017 and 2016, the Company has prepaid expenses of $7,900 and $0, respectively.

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NOTE 5 - CAPITAL STOCK

The Company is authorized to issue 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.  At both September 30, 2017 and 2016, 12,000,000 common shares are issued and outstanding.

On September 22, 2015, the Company issued 5,750,000 Founder’s shares at $0.001 per share (par value) for total cash of $5,750.

On September 22, 2015, the Company issued 2,250,000 shares for services provided since inception. These shares were issued at par value ($0.001 per share) for services valued at $2,250.

During the quarter ended June 30, 2016, the Company issued 4,000,000 shares to 27 shareholders at $0.01 per share for total cash of $40,000.

As of June 28, 2017, and prior to his resignation, the Company’s President released the liability owed to him in the amount of $22,840 as part of the Assignment of Rights and Assumption of Liabilities Agreement. This amount was added to the Equity Statement as Contributed Capital.

At September 30, 2017, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

NOTE 6 - INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception.  Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of 2017 is as follows:

The net federal operating loss carry forward will expire in 2037. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. The Company has open tax years of September 30, 2015, 2016 and 2017.

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NOTE 7 - RELATED PARTY TRANSACTIONS

At September 30, 2017, an affiliate has paid expenses on behalf of the Company in the amount of $14,150. The loans are unsecured, payable on demand, and carry no interest.

At September 30, 2016, a former officer had loaned the Company $45. The loan was unsecured, payable on demand, and carried no interest.

At June 30, 2017, a related party provided the Company with a memo stating that he had paid the amount due to Island Capital Management of $7,000, and had been paid back by the former President personally. The $7,000 was booked against Accounts Payable, and was included in the Shareholder loan amount that was released at June 30, 2017.

The Company does not own or rent any property.  The office space is provided by the CEO at no charge.

NOTE 8 - CUSTOMER CONTRACTS

On October 1, 2016, the Company entered into a Mobile Billboard Rental Agreement with 2 Drink LLC for 12 months of mobile billboard advertising at $2,000 per month.  The agreement was initially set up to run from October 1, 2016 through September 30, 2017, but the first month of service was November 2016.  At June 30, 2017, the company had performed five months of service for a total of $10,000 in total revenue.  The Company canceled the agreement in April 2017 due to non-payment.  No services were provided during the quarters ending June 30, 2017 and September 30, 2017.  At September 30, 2017 and September 30, 2016, $0 and $0, respectively, was owed to the Company.

NOTE 9 - LEASES

On October 5, 2015, the Company entered into a 5-year agreement to lease a custom-built truck equipped with an advertising display at $200 per month. At the end of the lease period, the agreement automatically renews for an additional 5-year period unless terminated by either party 90 days prior to the expiration date.  The lease was cancelled as of June 30, 2017.

At June 30, 2017, Mr. Todd, the owner of the leased vehicle, provided the Company with a memo stating that the amount due to him of $4,200 had been personally paid by the former President. The $4,200 was booked against Accounts Payable, and was included in the Shareholder loan amount that was released at June 30, 2017.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

On March 18, 2017, Ando Capital Investment Limited engaged Acorn Assets & Equity Limited to identify and precipitate the purchase of a public company through a Consulting Agreement.  On August 29, 2017, a supplement to the Consulting Agreement was signed to clarify certain terms of the agreement.  The supplementary document states that the transfer agent fees incurred in the purchase, such as cancelation or issuance of share certificates, new CUSIP application, and printing of new share certificate templates, will be paid by Acorn Assets & Equity Limited until the completion of the initial Consulting Agreement.

As of September 30, 2017, Acorn Assets & Equity Limited has paid transfer agent fees in the amount of $1,215 on behalf of Ando Holdings Ltd.

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From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

NOTE 11 - SUBSEQUENT EVENTS

As stated in Note 10, Acorn Assets & Equity Limited (“Acorn”) is responsible for paying transfer agent fees on behalf of the Company per the supplement to their Consulting Agreement. From October 1, 2017 to November 30, 2017, Acorn has paid transfer agent fees in the amount of $2,615 on behalf of Ando Holdings Ltd.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation, our CEO and CFO concluded that our disclosure controls were not effective as of the end of the period covered by this report.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and financial officer and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2017.  In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission 1992 (“COSO”) in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.

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Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer has concluded that the Company’s internal control over financial reporting as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of September 30, 2017 (the “Evaluation Date”), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.   Each of the following is deemed a material weakness in our internal control over financial reporting:

·

Limited or no segregation of duties and lack of multiple levels of supervision and review.

·

No independent directors.

·

Ineffective controls over financial reporting.

·

Lack of controls over authorization related party transactions.

Management believes that the material weaknesses set forth in the four items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

·

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.

·

Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This Annual Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

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Item 9B. Other Information.

Item 5.01 Changes in Control of Registrant.

On June 28, 2017 (“Closing Date”), Mr. Paul Conforte, the holder of an aggregate of 8,000,000 shares of Common Stock (“Shares”) of PC Mobile Media Corp (the “Company”), representing approximately 66.67% of the issued and outstanding Shares of the Company as of the Closing Date, sold all 8,000,000 Shares to twelve (12) purchasers shown in the table below.  As a result, on the Closing Date, a change of control occurred which resulted in the Purchasers owning, in the aggregate, Common Stock representing approximately 66.67% of the issued and outstanding Shares of the Company (based on a total of 12,000,000 issued and outstanding Shares.

*Asia Advisory Limited is a company, which is wholly owned by our CEO, Mr. Lam Chi Kwong Leo.

**Ms. Chow Chung Yan is the spouse of Mr. Lam Chi Kwong Leo.

There are no arrangements or understandings among members of the former and new control groups and their associates with respect to the election of directors or other matters.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

On June 28, 2017, Mr. Conforte resigned all officer positions with the Company and resigned as Chairman of the Board (but remained a Board member).  Mr. Conforte also resigned as a director of the Company, provided that his resignation is subject to and not effective until the close of business on the 10th day after the Company distributes an information statement to its shareholders in accordance with SEC Rule 14f-1.  The Company did not have any committees, and therefore Mr. Conforte never served on any committees. Mr. Conforte did not resign as a result of any disagreement with the Company.

Mr. Lam Chi Kwong Leo was appointed Chairman of the Board, and the Board appointed the following officers and directors:

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Item 4.01 Change in Registrant's Certifying Accountant

Resignation of Previous Independent Registered Public Accounting Firm

On July 14, 2017, PC Mobile Media Corp. (the “Company”) received notification from Stevenson & Company CPAS LLC (“Stevenson”), the Company’s independent registered public accounting firm, advising the Company of Stevenson’s resignation as the Company’s independent registered public accounting firm on July 14, 2017.

The audit reports of Stevenson on the Company’s consolidated financial statements as of and for the year ended September 30, 2016, and the period from Inception (August 22, 2015) through September 30, 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Stevenson has not issued any report on the Company’s financial statements for the fiscal years ended September 30, 2016 and 2015. During the Company's two most recent fiscal years, and the subsequent interim period through July 14, 2017, there have been (1) no disagreements with Stevenson on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Stevenson would have caused Stevenson to make reference thereto in Stevenson’s reports on the financial statements for such years; and (2) no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, except for the matters set forth herein. The Company will authorize Stevenson to respond fully to the inquiries of the successor independent registered public accounting firm, which has yet to be selected.

The Company has provided Stevenson with a copy of the disclosures required by Item 304(a) of Regulation S-K contained in this Current Report on Form 8-K and has requested that Stevenson furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Stevenson agrees with the statements made by the Company in this Current Report on Form 8-K and, if not, stating the respects in which it does not agree. A copy of Stevenson’s letter, dated July 14, 2017, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Engagement of New Independent Registered Public Accounting Firm

After the resignation as the Company's independent auditor by Stevenson, the Board of Directors of the Company elected to appoint TAAD LLP ("TAAD") as the Company's independent auditor on July 18, 2017.

During the period from Inception (August 22, 2015) through the date hereof, neither the Company nor anyone acting on its behalf consulted TAAD with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company or oral advice was provided that TAAD concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement with Stevenson which, if not resolved to the satisfaction of Stevenson, would have caused Stevenson to make reference to the matter in their report, or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 8.01 Other Events

On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada.  The amendment changes 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.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our directors and executive officers and their respective ages as of November 30, 2017, are as follows:

Lam Chi Kwong Leo- CEO, Director, President, Chairman

Mr. Lam graduated in 2000 from the University of Ottawa, Canada, with a Bachelor of Science degree. Since 2013, Mr. Lam was the Chief Executive Officer and one of the founders of Red Stone Global Investment, which provides a comprehensive range of financial services in risk management, fund-trading, offshore account, trust, asset refinancing and management. He was responsible for establishing the company structure, compliance monitoring system, and administrative system of the company.  From 2014 to 2015, Mr. Lam served as the Head of Fund Distributor of Asia One Financial Group, which provides comprehensive financial planning services and portfolio management services to institutional and individual clients in Asia.  He was responsible for the marketing of the fund distribution in Asia and had raised more than 25 million USD within 1 year. In June 2017, Mr. Lam was appointed as the President, Chairman, Chief Executive Officer and Director of the Company.

Lee Hiu Lan- CFO, Treasurer, Secretary

Lee Hiu Lan graduated from Hong Kong University of Science and Technology with a Bachelor of Business Administration degree (Professional Accountancy) in 2011. Ms. Lee, after graduation, worked in Deloitte Touche Tohmatsu for 3 years and she obtained the Certified Public Accountant designation in late 2014. She led the teams for auditing financial statements and reviewing the interim financial report of some major listed companies in Hong Kong. She left Deloitte Touche Tohmatsu with an exceed expectation performance appraisal from the management. After that, in 2015, Ms. Lee served as the Regional Operation Director of Sun Sin Ye (Shenzhen) Limited, fully in charge of the development of the chained restaurants in the mainland China. Overseeing internal controls and reviewing operating procedures among China offices for consistency was one of the major tasks. She took an active role in analyzing the financial performances of the whole group. In June 2017, Ms. Lee was appointed as the Chief Financial Officer, Treasury and Secretary of the Company, managing the financial strategy and operations of the group. She is committed to maximizing long-term shareholder value, ensuring a balanced portfolio of stable growth investment, and maintaining the high level of integrity and transparency for the Company.

Chan Tung Ngai- Director

Chan Tung Ngai achieved a Bachelor of Business Administration degree in Finance and Information System in the Hong Kong University of Science and Technology in 2010. Mr. Chan joined AXA Hong Kong as a management trainee in 2010. AXA is one of the largest insurance companies in the world. From 2010 to 2016, he played a supporting role to various insurance sectors including life insurance, Mandatory Provident Fund, employee benefit, bancassurance, and insurance brokerage, and he has led the development of the first-in-the-market mobile platform for employee benefit. He co-founded Guangdong Sinno Holdings Group, whose subsidiaries provide asset management, financing, information technology and renewable resources services, and is the executive chairman of the Group.

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Since 2017, Mr. Chan has become the director of Hong Kong Wuyi Youth Association. The Association serves youngsters to fulfill their achievement by organizing various activities, such as startup funding. In June 2017, Mr. Chan was appointed as the Director of the Company.

Hu Jiasheng- Director

Mr. Hu holds a Bachelor of Administration Management degree from the Renmin University of China. Mr. Hu is the co-founder and the chairman of Guangdong Sinno Holdings Group, whose subsidiaries provide asset management, financing, information technology and renewable resources services. Mr. Hu founded Guangzhou Lirui Asset Management Company Limited in 2011 and has been focusing on trading of precious metals and wealth management. In June 2017, Mr. Hu was appointed as the Director of the Company.

Term of Office

All of our directors hold office until the next annual meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Family Relationships

There are no family relationships among any of the Company’s directors and officers.

Board Composition and Committees

The Company’s Board of Directors is currently composed of four members, Lam Chi Kwong Leo, Lee Hiu Lan, Chan Tung Ngai and Hu Jiasheng.

We do not have a standing nominating, compensation or audit committee.  Rather, our full board of directors performs the functions of these committees. Also, we do not have a “audit committee financial expert” on our board of directors as that term is defined by Item 407(d)(5)(ii) of Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making.

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:

1.

any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

2.

any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

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i.

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

engaging in any type of business practice; or

iii.

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.

being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

5.

being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.

being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.

being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.

any Federal or State securities or commodities law or regulation; or

ii.

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.

being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Compliance with Section 16(a) of the Act

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC.   Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file.  With reference to transactions during the fiscal year ended September 30, 2017, to our knowledge, all Section 16(a) forms required to be filed with the SEC were filed.

Item 11. Executive Compensation.

Compensation Discussion and Analysis

Philosophy and objectives

Since our inception, all compensation decisions have been made by our Board of Directors.  The primary objective of our compensation policies and programs with respect to executive compensation is to serve our shareholders by attracting, retaining and motivating talented and qualified individuals to manage and lead our business. We will focus on providing a competitive compensation package that provides significant short and long-term incentives for the achievement of measurable corporate and individual performance objectives.

Elements of executive compensation

Base salary. We will seek to provide our senior management with a level of base salary in the form of cash compensation appropriate to their roles and responsibilities. Base salaries for our executives will be established based on the executive’s qualifications, experience, scope of responsibilities, future potential and past performance and cash available to pay executive compensation. Base salaries will be reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account an individual's responsibilities, performance and experience. We will consider four factors in determining the base salaries of our named executive officers. These four factors are, in order of significance, (1) creating an incentive to achieve corporate goals, (2) individual performance, (3) cash available to pay compensation and (4) the total compensation each executive officer previously received while employed with us, if any.  We have not paid any executive compensation in the form of base salary to our management during the year ended September 30, 2017, or the period August 22, 2015, our inception, through September 30, 2017.

Incentive cash bonuses. Our practice will be to seek to award incentive cash bonuses to our executive officers based upon their individual performance, as well as our overall business and strategic objectives. In determining the amount of cash bonuses paid to our named executive officers, we will consider the same four factors as in determining their base salaries. We expect that our Board of Directors will adopt formal processes for incentive cash bonuses during the next 24 months and will utilize incentive cash bonuses to reward executives for achieving corporate financial and operational goals and for achieving individual performance objectives. To date, we have not paid any incentive cash bonuses to our management.

Long-term equity compensation. We believe that successful long-term performance is achieved through an ownership culture that encourages long-term performance by our executive officers through the use of stock and stock-based awards. We intend to establish equity incentive plans to provide our employees, including our executive officers, with incentives to help align those employees’ interests with the interests of our shareholders.

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We expect that our incentive plans will permit the grant of stock options, restricted shares and other stock awards to our executive officers, employees, consultants and non-employee board members. When we hire executive officers in the future, we expect to grant them stock-based awards that will generally vest over a five-year period. We believe that stock-based awards provide an incentive for these officers to continue their employment with us, provide our executive officers with an opportunity to obtain an ownership interest in our company and encourage them to focus on our long-term profitable growth. We believe that the use of long-term equity compensation will promote our overall executive compensation objectives and expect that equity incentives will be an important source of compensation for our executives. In determining amounts awarded to our executive officers under our incentive plans, we will consider the same four factors (and use the same method of measurement) as in determining base salary. The third factor (cash available) has an indirect effect when determining long-term equity compensation. Specifically, to the extent that this factor causes us not to pay base salary or cash bonuses, it points toward providing long-term equity compensation. We have not issued any long-term equity compensation to our management during the year ended September 30, 2017 or the period August 22, 2015, our inception, through September 30, 2017.

Other compensation.  When we hire executive officers, our executive officers will be eligible to receive the same benefits, including non-cash group life and health benefits that are available to all employees. We may offer a 401(k) plan to our employees, including our executive officers. This plan will permit employees to make contributions up to a statutory maximum and will permit us to make matching or profit-sharing contributions. To date, we have not offered to our employees any benefit plans, including but not limited a 401(k) plan or made, or committed to make, any matching or profit-sharing contributions under a 401(k) plan.

Policies related to compensation

Guidelines for equity awards.  We have not formalized a policy as to the amount or timing of equity grants to our executive officers. We expect, however, that our board of directors will approve and adopt guidelines for equity awards. Among other things, we expect that the guidelines will specify procedures for equity awards to be made under various circumstances, address the timing of equity awards in relation to the availability of information about us and provide procedures for grant information to be communicated to and tracked by our finance department. As of the date of this report, we have not established a finance department. We anticipate that the guidelines will require that any stock options or stock appreciation rights have an exercise or strike price not less than the fair market value of our common stock on the date of the grant.

Stock ownership guidelines.  As of the date of this report, we have not established stock ownership guidelines for our executive officers or the Board of Directors.

Compliance with Sections 162(m) and 409A of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation in excess of $1 million paid to certain executive officers, unless such compensation qualifies as performance-based compensation. Among other things, in order to be deemed performance-based compensation for Section 162(m) purposes, the compensation must be based on the achievement of pre-established, objective performance criteria and must be pursuant to a plan that has been approved by our shareholders. At least for the next several years, we expect the cash compensation paid to our executive officers to be below the threshold for non-deductibility provided in Section 162(m), and our equity incentive plans will afford our board of directors with the flexibility to make a variety of types of equity awards to our executive officers, the deductibility of which will not be limited under Section 162(m).  However, our board of directors will fashion our future equity compensation awards. However, we do not now know whether any such awards will satisfy the requirements for deductibility under Section 162(m).

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We also currently intend for our executive compensation program to satisfy the requirements of Internal Revenue Code Section 409A, which addresses the tax treatment of certain nonqualified deferred compensation benefits.

Executive Compensation

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to the Company’s officers during the period August 22, 2015 (inception) through September 30, 2016 and during the year ended September 30, 2017 for services to the Company.

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Compensation of Directors

The following table sets forth the information concerning cash and non-cash compensation awarded to, earned by, or paid to the Company’s directors during the period from August 22, 2015 (inception) to September 30, 2016 and during the year ended September 30, 2017 for services to the Company.

Employment Agreements and Benefits

We currently have two employees. Lam Chi Kwong Leo and Lee Hiu Lan. There are no executive employment agreements with between the employees and the Company.

Potential Payments Upon Termination or Change in Control

As of the date of this report, there were no potential payments or benefits payable to our executive officers, upon their termination or in connection with a change in control.

Pension Benefits

No named executive officers received or held pension benefits during the period from August 22, 2015 (inception) to September 30, 2016 or the year ended September 30, 2017.

Nonqualified Deferred Compensation

No nonqualified deferred compensation was offered or issued to any named executive officer during the period from August 22, 2015 (inception) to September 30, 2016 or the year ended September 30, 2017.

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Grants of Plan-Based Awards

During the period from August 22, 2015 (inception) to September 30, 2016 and the year ended September 30, 2017, we have not granted any plan-based awards to our executive officers.

Outstanding Equity Awards

No unexercised options or warrants were held by any of our named executive officers as of September 30, 2017 and September 30, 2016.  No equity awards were made during the year ended September 30, 2017 and the year ended September 30, 2016.

Option Exercises and Stock Vested

During the period from August 22, 2015 (inception) to September 30, 2016 and the year ended September 30, 2017, our executive officers have neither been granted any options, nor did any unvested stock or options granted to executive officers vest. As of the date of this report, our executive officers do not have any stock options or unvested shares of stock of the Company.

Compensation Committee Interlocks and Insider Participation

During the period from August 22, 2015 (inception) to September 30, 2016 and the year ended September 30, 2017, we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers.

Employment Agreements

We have not entered into any employment agreements with our executive officers. Our decision to enter into an employment agreement, if any, will be made by our compensation committee.

Equity Incentive Plan

We expect to adopt an equity incentive plan. The purposes of the plan are to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our growth and performance. Our executive officers, employees, consultants and non-employee directors will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information regarding beneficial ownership of our common stock as of November 30, 2017 for:

·

each person or group known to us to beneficially own 5% or more of our common stock;

·

each of our directors and director nominees;

·

each of our named executive officers; and

·

all of our executive officers and directors as a group.

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Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after November 30, 2017, through the exercise of any stock option, warrant or other right.  This table has been prepared based on 12,000,000 shares issued and outstanding as of November 30, 2017.

(1) Lam Chi Kwong Leo’s 6,398,000 shares are held by Asia Advisory Limited, an entity beneficially owned and controlled by Mr. Lam Chi Kwong Leo.

(2) Represents shares owned by Ms. Chow Chung Yan, the spouse of Mr. Lam Chi Kwong Leo.

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Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions With Related Persons, Promoters And Certain Control Persons

At September 30, 2017, an affiliate, Ando Credit Limited, has paid expenses on behalf of the Company in the amount of $14,150. The loans are unsecured, payable on demand, and carry no interest.

At September 30, 2016, a former officer had loaned the Company $45. The loan was unsecured, payable on demand, and carried no interest.

The Company does not own or rent property.  The office space is provided by an officer at no charge.

Director Independence

We do not have a standing nominating, compensation or audit committee. Rather, the board of directors performs the functions of these committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and attention to such matters.  The Company believes that Lam Chi Kwong Leo is “independent” as such term is defined by the rules of OTC Markets.

Annual Report on Form 10-K

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Ando Holdings Ltd., Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong, or by telephone at +852 23519122.

Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services for year ended September 30, 2017 and the year ended September 30, 2016.

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Item 15. Exhibits.

(a) Exhibits

The following exhibits are filed with this Report on Form 10-K:

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30^th day of November 2017.

ANDO HOLDINGS LTD.

By:  /s/   Lam Chi Kwong Leo

Lam Chi Kwong Leo

Chief Executive Officer, President, Chairman and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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