10-Q

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 June 30, 2018

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

Commission file number: 000-55491 

 

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)

 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 ☐

1

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 August 10, 2018, the issuer had 120,100,000 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	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
	Signatures	14

3

PART I - FINANCIAL INFORMATION

Item 1, Financial Statements

(Unaudited)

Contents

Financial Statements	PAGE
Balance Sheets as of June 30, 2018 and December 31, 2017(Unaudited)	5
Condensed Statements of Operations for the three and six months ended June 30, 2018 and 2017 (Unaudited)	6
Condensed Statements of Cash Flows for the six months ended June 30, 2018 and 2017 (Unaudited)	7
Notes to Unaudited Condensed Financial Statements (Unaudited)	8

4

ANDES 7 Inc. 
Condensed Balance Sheets 

(Unaudited)

	June 30,  2018			December 31,   2017
ASSETS
Current Assets:
Cash	$	—		$	—
Total Current Assets		—			—
TOTAL ASSETS	$	—		$	—
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Due to related parties	$	67,799		$	50,270
Total Current Liabilities		67,799			50,270
TOTAL LIABILITIES		67,799			50,270
Shareholders' Deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 500,000 and 0 shares Series A Preferred issued and outstanding, respectively		50			—
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
Additional paid-in capital		23,050			23,050
Accumulated deficit		(91,909	)		(74,330	)
Total Stockholders’ Deficit		(67,799	)		(50,270	)
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	—		$	—

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

5

ANDES 7 Inc. 
Condensed Statements of Operations

(Unaudited)

	Three Months Ended  June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenue	$		$	-	$	-	$	-
Operating Expenses:
General and administrative		7,904		10,430		17,579		20,610
Total operating expenses		7,904		10,430		17,579		20,610
Net loss from operations	$	(7,904)	$	(10,430)	$	(17,579)	$	(20,610)
Provision for income taxes		-		-		-		-
Net Loss	$	(7,904)	$	(10,430)	$	(17,579)	$	(20,610)
Basic and diluted loss per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding, basic and diluted		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. 
Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(17,579	)	$	(20,610	)
Changes in operating assets and liabilities:		—			—
Net cash used in operating activities		(17,579	)		(20,610	)
Cash flows from investing activities:		—			—
Cash flows from financing activities:
Advances from related party		17,529			20,610
Proceeds from the sale of preferred stock		50			—
Net cash provided by financing activities		17,579			20,610
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	$	—		$	—

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

7

ANDES 7 Inc.

Notes to Condensed Financial Statements

June 30, 2018

(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 – AbinaAsean, 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. ItocTochija (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.

 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/A filed on April 16, 2018.

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 June 30, 2018 and 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 implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

8

          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 an accumulated deficit of $91,909 as of June 30, 2018. 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 June 30, 2018, 500,000 shares of Series A preferred stock had been issued.

On May 10, 2018, Manichan Khor, the wife of Andrew Khor Poh Kiang, thePresident, CEO and Chairman entered into a stock purchase agreement with the Company to purchase 500,000 shares of Series A preferred stock at par value.

Common Stock - The Company is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock. As of June 30, 2018, 10,100,000 shares were issued and outstanding.

5.    RELATED PARTY TRANSACTIONS

As June 30, 2018 and December 31, 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.

Since 2016 a related party has advanced the Company to pay for general operating expenses. The funds are unsecured, non-interest bearing and due on demand. As of June 30, 2018, and December 31, 2017, the balance due is $67,799and $50,270, respectively.

On May 10, 2018, Manichan Khor, the wife of Andrew Khor Poh Kiang, the President, CEO and Chairman entered into a stock purchase agreement with the Company to purchase 500,000 shares of Series A preferred stock at par value.

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 except the following.

On July 2, 2018, the Company entered into an Agreement and Plan of Merger between the Company, ANDES 7 Acquisition Corp, (“Merger Sub”) a Delaware corporation and Abina Co. Ltd. (the “Target”). The Target is a corporation organized under the Kingdom of Thailand and has operated under the name “Abina Co. Ltd.” since August 3, 2015. The Agreement and Plan of Merger provided for the acquisition by the Company of all the outstanding shares of the target through a reverse merger of merger sub into the target, the surviving corporation. The Company filed its Agreement and Plan of Merger as exhibits 3.4 and 2.1 within its Current Report on Form 8-K dated July 2, 2018 and with the State of Delaware.

As part of the Agreement and Plan of Merger with Abina Co. Ltd. the parties agreed to an exchange of shares, in which all of the 100,000 issued and outstanding shares of Abina Co. Ltd were exchanged for 111,000,000 shares in the Company, additionally, shares of ANDES 7 which were held by Abina Co. Ltd were divided amongst the shareholders of Abina Co. Ltd and provided amounts according to their respective holding in Abina Co. Ltd. pursuant to the merger.

9

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 was incorporated in the State of Delaware on July 27, 2015 and filed its registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company on August 7, 2015. We were originally organized as a vehicle to investigate and, if such investigation warrants, to acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

On July 2, 2018, ANDES 7 Inc. a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger between the Company, ANDES 7 Acquisition Corp, (“Merger Sub”) a Delaware corporation and Abina Co. Ltd. (the “Target”). Abina Co. Ltd (“Abina”) was incorporated in Thailand on August 3, 2015 and has since then operated a diverse business involved in investments in hotels, resorts, and commercial property.

The Company pursuant to the merger is planning a leisure and tourist destination in Thailand with interests in merchandising, souvenirs, retail and real estate projects. The Company is seeking to develop a fully integrated hotel and entertainment center in Chiang Rai, Thailand that will include souvenir shops, a hotel, office buildings, a shopping mall, and a resort entertainment center catering to both local and foreign tourists.

Results of Operations

Three Months Ended June 30, 2018 compared to the Three Months Ended June 30, 2017

Revenues 

For the three months ended June 30, 2018 and 2017, 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 $7,904 for the three months ended June 30, 2018, compared to $10,430 for the three months ended June 30, 2017. 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 June 30, 2018 was $7,904 compared to $10,430 for the prior period. Net loss is due to general and administrative expenses as discussed above.

Six Months Ended June 30, 2018 compared to the Six Months Ended June 30, 2017

10

Revenues 

For the six months ended June 30, 2018 and 2017, 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 $17,579 for the six months ended June 30, 2018, compared to $20,610 for the six months ended June 30, 2017. General and administrative expense consists of consulting and other professional fees related to the requirements of SEC filings.

Net Loss 

Net loss for the six months ended June 30, 2018 was $17,579 compared to $20,610 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 June 30, 2018, we had cash of $0 and total liabilities of $67,799. We used $17,579 of cash flows from operating activities for the six months ended June 30, 2018. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. The Company has a working capital deficiency of $67,799 and a shareholders’ deficit of $67,799 at June 30, 2018.

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.

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:

11

   (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, June 30, 2018. 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.

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 June 30, 2018, 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 June 30, 2018, 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, 2018: (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 June 30, 2018 have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

12

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 May 10, 2018, Manichan Khor, the wife of Andrew Khor Poh Kiang, the President, CEO and Chairman entered into a stock purchase agreement with the Company to purchase 500,000 shares of Series A preferred stock at par value.

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

13

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 KokKeing
	Lee KokKeing Chief Financial Officer

Dated: August 10, 2018

14

EX-31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AS ADOPTED 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Khor Poh Kiang, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ANDES 7 Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  August 10, 2018

By: /s/ Andrew Khor Poh Kiang

Andrew Khor Poh Kiang

 Chief Executive Officer,

(Principal Executive Officer)

CERTIFICATION OF CHIEF FINANCIAL OFFICER AS ADOPTED 
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lee Kok Keing, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of ANDES 7 Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  August 10, 2018

By: /s/ Lee Kok Keing

Lee Kok Keing

Chief Financial Officer (Principal Financial Officer)

EX-32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ANDES 7 Inc. (the “Company”) for the quarter ending June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Andrew Khor Poh Kiang, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2018

By: /s/ Andrew Khor Poh Kiang

Andrew Khor Poh Kiang

Chief Executive Officer

(Principal Executive Officer)

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of ANDES 7 Inc. (the “Company”) for the quarter ending June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Lee Kok Keing Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 10, 2018

By: /s/ Lee Kok Keing

Lee Kok Keing

Chief Financial Officer

(Principal Financial Officer)

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information
Entity Registrant Name	ANDES 7 INC.
Entity Central Index Key	0001650205
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		120,100,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Condended Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Current Assets:
Cash
Total Current Assets
TOTAL ASSETS	0	0
Current Liabilities:
Due to related parties	67,799	50,270
Total Current Liabilities	67,799	50,270
TOTAL LIABILITIES	67,799	50,270
Shareholders' Deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 500,000 and 0 shares Series A Preferred issued and outstanding, respectively	50
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
Additional paid-in capital	23,050	23,050
Accumulated deficit	(91,909)	(74,330)
Total Stockholders' Deficit	(67,799)	(50,270)
TOTAL LIABILITIES & STOCKHOLDERS'Â’ DEFICIT	0	0
Series A Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 500,000 and 0 shares Series A Preferred issued and outstanding, respectively	50
Total Stockholders' Deficit	50
TOTAL LIABILITIES & STOCKHOLDERS'Â’ DEFICIT	$ 50

XML

Condended Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
Preferred stock, par value per share		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		5,000,000	5,000,000
Common stock, par value per share		$ 0.0001	$ 0.0001
Common stock, shares authorized		1,000,000,000	1,000,000,000
Common stock, shares issued		10,100,000	10,100,000
Common stock, shares outstanding		10,100,000	10,100,000
Series A Preferred Stock [Member]
Preferred stock, par value per share	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	5,000,000		5,000,000
Preferred stock, shares issued	500,000		0
Preferred stock, shares outstanding	500,000		0

XML

Condensed Statements Of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenue
Operating Expenses:
General and administrative	7,904	10,430	17,579	20,610
Total operating expenses	7,904	10,430	17,579	20,610
Net loss from operations	(7,904)	(10,430)	(17,579)	(20,610)
Provision for income taxes
Net Loss	$ (7,904)	$ (10,430)	$ (17,579)	$ (20,610)
Basic and diluted loss per share	$ (0.00)	$ 0.00	$ 0.00	$ 0.00
Weighted average number of common shares outstanding, basic and diluted	10,100,000	10,100,000	10,100,000	10,100,000

XML

Statements Of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (17,579)	$ (20,610)
Changes in operating assets and liabilities:
Net cash used in operating activities	(17,579)	(20,610)
Cash flows from investing activities:
Cash flows from financing activities:
Advances from related party	17,529	20,610
Proceeds from the sale of preferred stock	50
Net cash provided by financing activities	17,579	20,610
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

XML

Description Of Business And History

6 Months Ended

Jun. 30, 2018

Description Of Business And History

Description of Business and History

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 – AbinaAsean, 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. ItocTochija (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.

XML

Summary Of Significant Policies

6 Months Ended

Jun. 30, 2018

Summary Of Significant Policies

Summary of Significant Policies

 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/A filed on April 16, 2018.

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 June 30, 2018 and 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 implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

Going Concern

6 Months Ended

Jun. 30, 2018

Going Concern

Going Concern

 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 an accumulated deficit of $91,909 as of June 30, 2018. 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.

XML

Stockholders’ Equity

6 Months Ended

Jun. 30, 2018

Stockholders Equity

Stockholders’ Equity

4.    STOCKHOLDERS’ EQUITY

Preferred Stock – The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. As June 30, 2018, 500,000 shares of Series A preferred stock had been issued.

On May 10, 2018, Manichan Khor, the wife of Andrew Khor Poh Kiang, thePresident, CEO and Chairman entered into a stock purchase agreement with the Company to purchase 500,000 shares of Series A preferred stock at par value.

Common Stock - The Company is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock. As of June 30, 2018, 10,100,000 shares were issued and outstanding.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2018

Related Party Transactions

Related Party Transactions

5.    RELATED PARTY TRANSACTIONS

As June 30, 2018 and December 31, 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.

Since 2016 a related party has advanced the Company to pay for general operating expenses. The funds are unsecured, non-interest bearing and due on demand. As of June 30, 2018, and December 31, 2017, the balance due is $67,799and $50,270, respectively.

On May 10, 2018, Manichan Khor, the wife of Andrew Khor Poh Kiang, the President, CEO and Chairman entered into a stock purchase agreement with the Company to purchase 500,000 shares of Series A preferred stock at par value.

XML

Subsequent Events

6 Months Ended

Jun. 30, 2018

Subsequent Events

Subsequent Events

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 except the following.

On July 2, 2018, the Company entered into an Agreement and Plan of Merger between the Company, ANDES 7 Acquisition Corp, (“Merger Sub”) a Delaware corporation and Abina Co. Ltd. (the “Target”). The Target is a corporation organized under the Kingdom of Thailand and has operated under the name “Abina Co. Ltd.” since August 3, 2015. The Agreement and Plan of Merger provided for the acquisition by the Company of all the outstanding shares of the target through a reverse merger of merger sub into the target, the surviving corporation. The Company filed its Agreement and Plan of Merger as exhibits 3.4 and 2.1 within its Current Report on Form 8-K dated July 2, 2018 and with the State of Delaware.

As part of the Agreement and Plan of Merger with Abina Co. Ltd. the parties agreed to an exchange of shares, in which all of the 100,000 issued and outstanding shares of Abina Co. Ltd were exchanged for 111,000,000 shares in the Company, additionally, shares of ANDES 7 which were held by Abina Co. Ltd were divided amongst the shareholders of Abina Co. Ltd and provided amounts according to their respective holding in Abina Co. Ltd. pursuant to the merger.

XML

Summary Of Significant Policies (Policies)

6 Months Ended

Jun. 30, 2018

Disclosure Summary Of Significant Accounting Policies Abstract

Basis of Presentation

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/A filed on April 16, 2018.

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 June 30, 2018 and 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

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

Recent Accounting Pronouncements – The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

XML

Description Of Business And History (Narrative) (Details) - Restricted Common Stock [Member]	Feb. 12, 2016 shares
Subscription Agrements With Abina Asean, Co. Ltd. [Member]
Issuance of shares against subscription agreement, shares	8,000,000
Subscription Agrements With Toh Kean Ban [Member]
Issuance of shares against subscription agreement, shares	1,000,000
Subscription Agrements With Dr. Ir. H.M. Itoc Tochija [Member]
Issuance of shares against subscription agreement, shares	1,000,000

XML

Related Party Transactions (Narrative) (Details) - USD ($)		6 Months Ended	12 Months Ended
	May 10, 2018	Jun. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Due to a related party		$ 67,799	$ 50,270
Former Director - Richard Chiang [Member]
Related Party Transaction [Line Items]
Due to a related party		990	990
A Related Party [Member]
Related Party Transaction [Line Items]
Due to a related party		$ 67,799	$ 50,270
Advance terms		The funds are unsecured, non-interest bearing and due on demand.	The funds are unsecured, non-interest bearing and due on demand.
Manichan Khor, Wife Of Andrew Khor Poh Kiang, The President, CEO And Chairman [Member] | Stock Purchase Agreement [Member]
Related Party Transaction [Line Items]
No of shares agreed to purchase	500,000

XML

Subsequent Events (Narrative) (Details) - Subsequent Event [Member] - Plan Of Merger Agreement With Andes 7 Acquisition Corp And Abina Co. Ltd. [Member]	Jul. 02, 2018 shares
Subsequent Event [Line Items]
No of issued and outstanding shares of Abina Co. Ltd agreed to exchange	100,000
No of shares of the Company agreed to be issued for exchange	111,000,000