10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 333-182113

____________________________

ANDO HOLDINGS LTD.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 47-4933278 (I.R.S. Employer Identification Number)

Room 1107, 11/F, Lippo Sun Plaza, 28 Canton Road

Tsim Sha Tsui, Kowloon, Hong Kong  00000

(Address of principal executive offices)

+852 23519122

(Issuer’s telephone number, including area code)

___________

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

Check whether the issuer (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 [X]  No [  ]

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

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 [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
(Do not check if smaller reporting company)	Emerging growth 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 [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class	Outstanding at May 13, 2019
Common Stock, par value $.001 per share	12,000,000 shares

2

ANDO HOLDINGS LTD.

TABLE OF CONTENTS

	PAGE
Part I Financial Information	4
Item 1. Financial Statements (unaudited)	4
Condensed Consolidated Balance Sheets	4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Changes In Stockholders' Equity (Deficit)	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Unaudited Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	15
Item 4. Controls and Procedures	15
Part II Other Information	17
Item 1. Legal Proceedings	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults Upon Senior Securities	17
Item 4. Mine Safety Disclosures	17
Item 5. Other Information	17
Item 6. Exhibits	17
Signatures	18
EX-31.1
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

3

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Ando Holdings Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2019		September 30, 2018
ASSETS
Current Assets
Cash	$	62,136	$	-
Prepaid Expenses		3,400		9,000
Total Current Assets		65,536		9,000
TOTAL ASSETS	$	65,536	$	9,000
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable & Accrued Expenses	$	2,150	$	35
Promissory Note Payable		50,000
Interest Payable		417
Related Party Loans		89,451		48,958
Total Current Liabilities		142,018		48,993
TOTAL LIABILITIES		142,018		48,993
STOCKHOLDERS' DEFICIT
Common Stock, $0.001 Par Value     Authorized Common Stock       75,000,000 shares at $0.001
Issued and Outstanding     12,000,000 Common Shares at March 31, 2019      and September 30, 2018		12,000		12,000
Additional Paid In Capital		58,840		58,840
Accumulated Deficit		(147,322)		(110,833)
TOTAL STOCKHOLDERS' DEFICIT		(76,482)		(39,993)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	65,536	$	9,000

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

4

Ando Holdings Ltd.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three months ended March 31, 2019		Three months ended March 31, 2018		Six months ended March 31, 2019		Six months ended March 31, 2018
REVENUE
Revenues	$	-	$	-	$	-	$	-
Total Revenues	$	-	$	-	$	-	$	-
EXPENSES
General and Administrative		5,330		3,495		10,990		7,070
Professional Fees		5,450		3,550		25,500		9,585
Total Expenses		10,780		7,045		36,490		16,655
LOSS FROM OPERATIONS		(10,780)		(7,045)		(36,490)		(16,655)
OTHER INCOME (EXPENSE)
Interest Income		1		-		1		-
Total Other Income (Expense)	$	1	$	-	$	1	$	-
Provision for Income Taxes		-		-		-		-
NET INCOME (LOSS)	$	(10,779)	$	(7,045)	$	(36,489)	$	(16,655)
BASIC AND DILUTED LOSS   PER COMMON SHARE	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER   OF COMMON SHARES OUTSTANDING		12,000,000		12,000,000		12,000,000		12,000,000

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

5

Ando Holdings Ltd.

Condensed Consolidated Statements of Changes In Stockholders' Equity (Deficit)

From September 30, 2017 to March 31, 2019

	Common Stock			Additional Paid-In		Accumulated
	Shares	Amount		Capital		Deficit		Total
Balance, September 30, 2017	12,000,000	$	12,000	$	58,840	$	(79,590)	$	(8,750)
Net (loss) for the year ended September 30, 2018							(31,243)		(31,243)
Balance, September 30, 2018	12,000,000	$	12,000	$	58,840	$	(110,833)	$	(39,993)
Net (loss) for the period ended December 31, 2018						$	(25,710)	$	(25,710)
Balance, December 31, 2018	12,000,000	$	12,000	$	58,840	$	(136,543)	$	(65,703)
Net (loss) for the period ended March 31, 2019							(10,779)		(10,779)
Balance, March 31, 2019	12,000,000	$	12,000	$	58,840	$	(147,322)	$	(76,482)

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

6

Ando Holdings Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended March 31, 2019		Six months ended March 31, 2018
OPERATING ACTIVITIES
Net Income (Loss)	$	(36,489)	$	(16,655)
Adjustments to reconcile Net Loss     to net cash provided by operations:
Decrease in Prepaid Expenses		5,600		5,035
Increase (decrease) in AP & Accrued Expenses		2,532		(2,100)
Net cash used in Operating Activities	$	(28,357)	$	(13,720)
FINANCING ACTIVITIES
Proceeds from Promissory Note	$	50,000	$	-
Proceeds from Related Party Loan		40,493		13,720
Net cash provided by Financing Activities	$	90,493	$	13,720
Net increase in Cash for period		62,136		-
Cash at beginning of period		-		-
Cash at end of period	$	62,136	$	-
Supplemental Cash Flow Information and noncash Financing Activities:
Expenses paid by related party on behalf of the Company	$	40,493	$	13,720

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

7

Ando Holdings Ltd.

Notes to the Condensed Consolidated Unaudited Financial Statements

March 31, 2019

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Ando Holdings Ltd. (“Ando Holdings Ltd.” or the “Company”) was incorporated in the State of Nevada on August 22, 2015 and its fiscal year end is September 30.  The Company is currently pursuing business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business. As of March 31, 2019, there has been no major progress regarding these acquisitions. 

On November 15, 2018, the Company created Ando Automobile Technology Limited, a Hong Kong company.  The Company intends this fully-owned subsidiary to operate as an automobile trading company, trading in foreign-made automobiles to be shipped to Chinese buyers directly.  As of March 31, 2019, this subsidiary has no operations.

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 March 31, 2019, the Company has had minimal operations, and has accumulated a deficit of $147,322. 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 officers and directors have agreed to advance funds to the Company to meet its obligations.

NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2018 audited financial statements. The results of operations for the three- and six-month periods ended March 31, 2019 are not necessarily indicative of the operating results for a full year.

8

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.

Advertising

Advertising costs are expensed as incurred. As of March 31, 2019 and 2018, no advertising costs have been incurred.

Property

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

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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 equivalent. At March 31, 2019 and September 30, 2018, the Company had $62,136 and $0 in cash, respectively.

Net Loss per Shared

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.

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.

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of this new requirement on the cash flows of the Company.

Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements 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.

9

NOTE 4 - CAPITAL STOCK

The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At both March 31, 2019 and September 30, 2018, 12,000,000 common shares were 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 $0.001 per share (par value) 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.

On June 30, 2017, the former shareholder released the debt owed to him in the amount of $22,840, per the June 28, 2017 Assignment of Rights and Assumption of Liabilities Agreement. This amount is represented in the financial statements as Contributed Capital.

At March 31, 2019, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

NOTE 5 - RELATED PARTY TRANSACTIONS

At March 31, 2019 and September 30, 2018, an affiliate has paid expenses on behalf of the Company in the amount of $89,451 and $48,958, respectively. The loans are unsecured, payable on demand, and carry no interest.

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

NOTE 6 - PREPAID EXPENSES

OTCQB fees are included as prepaid expenses at March 31, 2019 and September 30, 2018. These expenses are stated at cost and are charged to expense over the periods the Company expects to benefit from them. At March 31, 2019 and September 30, 2018, the Company has prepaid expenses of $3,400 and $9,000, respectively.

NOTE 7 - PROMISSORY NOTE

On February 1, 2019, the Company entered into a Note Purchase Agreement with an accredited investor, Lin Su Hui. Pursuant to this agreement, the Company issued a promissory note to Lin Su Hui for $50,000, at 10% interest per annum, with a maturity date of February 6, 2020.

Per the agreement, the note began to accrue interest 5 days after the February 1, 2019 effective date. The interest on the note is to be paid monthly. At March 31, 2019 and September 30, 2018, the Company has paid interest of $327 and $0, and has accrued interest of $417 and $0, respectively.

10

NOTE 8 - 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.

At March 31, 2019 and September 30, 2018, Acorn Assets & Equity Limited has paid transfer agent fees in the amounts of $3,830 and $1,215, respectively, on behalf of Ando Holdings Ltd.

On November 7, 2018, the Company entered into a Consulting Agreement with Greenpro Financial Consulting Ltd. (Greenpro) to advise on the required procedures for the issuance of bond. Greenpro’s responsibilities include the drafting and preparation of the Bond Subscription Agreement and Bond Form 8-K, along with the legal fees relevant to the Bond 8-K

The Company agreed to pay Greenpro a fee of $10,000, $7,000 to be paid within seven (7) days of execution of the agreement, and $3,000 to be paid within seven (7) days of the submission of the Form 8-K related to the issuance of bond. At March 31, 2019 and September 30, 2018, the Company has paid Greenpro $7,000 and $0, respectively.

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.

11

Item 2. 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 report 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.

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.

Plan of Operation

The Company is currently pursuing business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business.  As of March 31, 2019, there has been no major progress regarding these acquisitions. 

On November 15, 2018, the Company created Ando Automobile Technology Limited, a Hong Kong company.  The Company intends this fully-owned subsidiary to operate as an automobile trading company, trading in foreign-made automobiles to be shipped to Chinese buyers directly.  As of March 31, 2019, this subsidiary has no operations.

Results of Operations for the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Revenues. The Company’s revenues were $0 for the three-month period ended March 31, 2019 and $0 for the three-month period ended March 31, 2018.  

12

Selling, General and Administrative Expenses.  Selling, general and administrative expenses for the three-month period ended March 31, 2019 were $5,517 as compared to $3,495 for the three-month period ended March 31, 2018. General and administrative expenses increased due to additional wire transfer fees and OTCAB quarterly fees.

Professional Fees.  Professional Fees for the three-month period ended March 31, 2019 were $4,200 as compared to $3,550 for the three-month period ended March 31, 2018.  The increase was due primarily to additional accounting and audit fees.

Results of Operations for the Six Months Ended March 31, 2019 Compared to the Six Months Ended March 31, 2018

Revenues. The Company’s revenues were $0 for the six-month period ended March 31, 2019 and $0 for the six-month period ended March 31, 2018.   

Selling, General and Administrative Expenses.  Selling, general and administrative expenses for the six-month period ended March 31, 2019 were $10,990 as compared to $7,070 for the six-month period ended March 31, 2018. General and administrative expenses increased due to additional wire transfer fees and OTCAB quarterly fees.

Professional Fees.  Professional Fees for the six-month period ended March 31, 2019 were $25,500 as compared to $9,585 for the six-month period ended March 31, 2018.  The increase was due to the increase in wire fees and consulting fees related to future bond issuances.

Liquidity and Capital Resources

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

	As of		As of
	March 31, 2019		September 30, 2018
Cash	$	62,136	$	--
Prepaid Expenses		3,400		9,000
Related Party Loans		89,451		48,958
Working Deficit		(76,482)		(39,993)
Total Current liabilities	$	142,018	$	48,993

The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a 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 March 31, 2019, the Company has had minimal operations, and has accumulated a deficit of $147,322. 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.

The officers and directors have agreed to advance funds to the Company to meet its obligations.

13

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 six-month period ended March 31, 2019 of $28,357 due to cash used to fund a net loss of $36,489. We experienced net cash used in operating activities of $13,720 for the six-month period ended March 31, 2018 due to cash used to fund a net loss of $16,655.

Net Cash Used in Investing Activities

The net cash used in investing activities during the six-month periods ended March 31, 2019 and 2018 was $0.

Net Cash Provided by Financing Activities

Net cash provided by financing activities during the six-month period ended March 31, 2019 was $90,493, and $13,720 during the six-month period ended March 31, 2018, due to the Company entering into a promissory note and to a related party making payments on the Company’s behalf.

Availability of Additional Funds

Based on our working capital deficit as of March 31, 2019 and zero revenues, we expect to need additional equity and/or debt financing to continue our operations during the next 12 months. We expect that our current cash on hand will not fund our operations through September 2019.

Critical Accounting Policies and Estimates

Our unaudited interim 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 unaudited interim 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 unaudited interim 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 amortization, the fair value of our stock, and the valuation allowance relating to the Company’s deferred tax assets.

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.

14

At March 31, 2019 and September 30, 2018, Acorn Assets & Equity Limited has paid transfer agent fees in the amounts of $3,830 and $1,215, respectively, on behalf of Ando Holdings Ltd.

On November 7, 2018, the Company entered into a Consulting Agreement with Greenpro Financial Consulting Ltd. (Greenpro) to advise on the required procedures for the issuance of bond. Greenpro’s responsibilities include the drafting and preparation of the Bond Subscription Agreement and Bond Form 8-K, along with the legal fees relevant to the Bond 8-K

The Company agreed to pay Greenpro a fee of $10,000, $7,000 to be paid within seven (7) days of execution of the agreement, and $3,000 to be paid within seven (7) days of the submission of the Form 8-K related to the issuance of bond.  At March 31, 2019 and September 30, 2018, the Company has paid Greenpro $7,000 and $0, respectively.

Off Balance Sheet Arrangements

As of March 31, 2019, we had no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Disclosure under this section is not required for a smaller reporting company.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Treasurer, as appropriate, to allow timely decisions regarding required disclosures.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Treasurer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our third fiscal quarter covered by this report. Based on the foregoing, our President and Treasurer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at March 31, 2019.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

15

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.

16

PART II OTHER INFORMATION

Item 1. Legal Proceedings

None.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

(a) Exhibits

Exhibit No.	Description
Exhibit 31.1	302 Certification - Lam Chi Kwong Leo
Exhibit 32.1	906 Certification - Lam Chi Kwong Leo and Lee Hiu Lan

(b) Reports of Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On February 1, 2019, Ando Holdings Ltd. (the “Company”), a Nevada corporation, entered into a note purchase agreement (the “Note Purchase Agreement”) with accredited investor, Lin Su Hui (the “Lender”), pursuant to which the Company issued a promissory note for $50,000, with an interest rate of 10% per annum (the “Notes”). The outstanding balance of the Notes are to be paid within one year beginning February 6, 2019. The Notes mature on February 6, 2020. Subject to the terms and conditions set forth in the Notes, the Company may prepay all or any portion of the outstanding balance of the Notes at any time without penalty. Upon the occurrence of an Event of Default, the Outstanding Balance shall maintain at the Outstanding Balance immediately prior to the occurrence of the Event of Default and the Outstanding Balance shall become immediately due and payable.

Per the agreement, the note began to accrue interest 5 days after the February 1, 2019 effective date.  The interest on the note is to be paid monthly. At March 31, 2019 and September 30, 2018, the Company has paid interest of $327 and $0, and has accrued interest of $417 and $0, respectively.

17

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 15^th day of May 2019.

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.

Signature	Title	Date
/s/ Lam Chi Kwong Leo Lam Chi Kwong Leo	Chief Executive Officer, President, Chairman and Director	May 15, 2019
/s/ Lee Hiu Lan Lee Hiu Lan	Chief Financial Officer, Treasurer, Secretary and Director	May 15, 2019

18

Ando Holdings Ltd.

Index to Exhibits

Exhibit No.	Description
Exhibit 31.1	302 Certification - Lam Chi Kwong Leo
Exhibit 32.1	906 Certification - Lam Chi Kwong Leo and Lee Hiu Lan

19

EX-31.1

CERTIFICATION

Exhibit 31.1

I, Lam Chi Kwong Leo, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Ando Holdings Ltd.;

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 the 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, 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 an 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.

Date:  May 15, 2019

/s/ Lam Chi Kwong Leo

Lam Chi Kwong Leo

Chief Executive Officer

(Principal Executive Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q for the period ended March 31, 2019 of Ando Holdings Ltd. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report.

Very truly yours,

/s/ Lam Chi Kwong Leo

Lam Chi Kwong Leo

Chief Executive Officer

/s/ Lee Hiu Lan

Lee Hiu Lan

Chief Financial Officer

Dated: May 15, 2019

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Ando Holdings Ltd. and will be furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Mar. 31, 2019	May 13, 2019
Details
Registrant Name	Ando Holdings Ltd.
Registrant CIK	0001663641
SEC Form	10-Q
Period End date	Mar. 31, 2019
Fiscal Year End	--09-30
Trading Symbol	adhg
Tax Identification Number (TIN)	474933278
Number of common stock shares outstanding		12,000,000
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Small Business	true
Emerging Growth Company	false
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Incorporation, State Country Name	Nevada

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Current Assets
Cash	$ 62,136	$ 0
Prepaid Expenses	3,400	9,000
Total Current Assets	65,536	9,000
TOTAL ASSETS	65,536	9,000
Current Liabilities
Accounts Payable & Accrued Expenses	2,150	35
Promissory Note Payable	50,000	0
Interest Payable	417	0
Related Party Loans	89,451	48,958
Total Current Liabilities	142,018	48,993
TOTAL LIABILITIES	142,018	48,993
STOCKHOLDERS' DEFICIT
Common Stock, $0.001 Par Value Authorized Common Stock 75,000,000 shares at $0.001 Issued and Outstanding 12,000,000 Common Shares at March 31, 2019 and September 30, 2018	12,000	12,000
Additional Paid In Capital	58,840	58,840
Accumulated Deficit	(147,322)	(110,833)
TOTAL STOCKHOLDERS' DEFICIT	(76,482)	(39,993)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$ 65,536	$ 9,000

XML

Condensed Consolidated Balance Sheets - Parenthetical - $ / shares	Mar. 31, 2019	Sep. 30, 2018
Details
Common Stock, Shares Authorized	75,000,000	75,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Outstanding	12,000,000	12,000,000

XML

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
REVENUE
Revenues	$ 0	$ 0	$ 0	$ 0
EXPENSES
General and Administrative	5,330	3,495	10,990	7,070
Professional Fees	5,450	3,550	25,500	9,585
Total Expenses	10,780	7,045	36,490	16,655
LOSS FROM OPERATIONS	(10,780)	(7,045)	(36,490)	(16,655)
OTHER INCOME (EXPENSE)
Interest Income	1	0	1	0
Total Other Income (Expense)	1	0	1	0
Provision for Income Taxes	0	0	0	0
NET INCOME (LOSS)	$ (10,779)	$ (7,045)	$ (36,489)	$ (16,655)
BASIC AND DILUTED LOSS PER COMMON SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	12,000,000	12,000,000	12,000,000	12,000,000

XML

Condensed Consolidated Statements of Changes In Stockholders' Equity (Deficit) - USD ($)	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity Balance at Sep. 30, 2017	$ 12,000	$ 58,840	$ (79,590)	$ (8,750)
Equity Balance, Shares at Sep. 30, 2017	12,000,000
Net Income (loss)			(31,243)	(31,243)
Equity Balance, Shares at Sep. 30, 2018	12,000,000
Equity Balance at Sep. 30, 2018	$ 12,000	58,840	(110,833)	(39,993)
Net Income (loss)			(25,710)	(25,710)
Equity Balance, Shares at Dec. 31, 2018	12,000,000
Equity Balance at Dec. 31, 2018	$ 12,000	58,840	(136,543)	(65,703)
Equity Balance at Sep. 30, 2018	$ 12,000	58,840	(110,833)	(39,993)
Equity Balance, Shares at Sep. 30, 2018	12,000,000
Net Income (loss)			(10,779)	(36,489)
Equity Balance, Shares at Mar. 31, 2019	12,000,000
Equity Balance at Mar. 31, 2019	$ 12,000	$ 58,840	$ (147,322)	$ (76,482)

XML

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Dec. 31, 2018	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018
OPERATING ACTIVITIES
Net Income (loss)	$ (25,710)	$ (36,489)	$ (16,655)	$ (31,243)
Adjustments to reconcile Net Loss to net cash provided by operations:
Decrease in Prepaid Expenses		5,600	5,035
Increase (decrease) in AP & Accrued Expenses		2,532	(2,100)
Net cash used in Operating Activities		(28,357)	(13,720)
FINANCING ACTIVITIES
Proceeds from Promissory Note		50,000	0
Proceeds from Related Party Loan		40,493	13,720
Net cash provided by Financing Activities		90,493	13,720
Net increase in Cash for period		62,136	0
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	$ 0	0	0	0
Cash and Cash Equivalents, at Carrying Value, Ending Balance		62,136	0	$ 0
Supplemental Cash Flow Information and noncash Financing Activities:
Expenses paid by related party on behalf of the Company		$ 40,493	$ 13,720

XML

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

6 Months Ended

Mar. 31, 2019

Notes

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Ando Holdings Ltd. (“Ando Holdings Ltd.” or the “Company”) was incorporated in the State of Nevada on August 22, 2015 and its fiscal year end is September 30. The Company is currently pursuing business opportunities in Hong Kong. The Company is contemplating purchasing two existing companies, one in financing and the other in the retail tea business. As of March 31, 2019, there has been no major progress regarding these acquisitions. 

On November 15, 2018, the Company created Ando Automobile Technology Limited, a Hong Kong company. The Company intends this fully-owned subsidiary to operate as an automobile trading company, trading in foreign-made automobiles to be shipped to Chinese buyers directly. As of March 31, 2019, this subsidiary has no operations.

XML

GOING CONCERN DISCLOSURE

6 Months Ended

Mar. 31, 2019

Notes

GOING CONCERN DISCLOSURE

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 March 31, 2019, the Company has had minimal operations, and has accumulated a deficit of $147,322. 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 officers and directors have agreed to advance funds to the Company to meet its obligations.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Mar. 31, 2019

Notes

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements present the balance sheets, statements of operations and cash flows of the Company and its fully-owned subsidiary. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2018 audited financial statements. The results of operations for the three- and six-month periods ended March 31, 2019 are not necessarily indicative of the operating results for a full year.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.

Advertising

Advertising costs are expensed as incurred. As of March 31, 2019 and 2018, no advertising costs have been incurred.

Property

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

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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 equivalent. At March 31, 2019 and September 30, 2018, the Company had $62,136 and $0 in cash, respectively.

Net Loss per Shared

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.

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.

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of this new requirement on the cash flows of the Company.

Other than as noted above the Company has not implemented any pronouncements that had material impact on the financial statements 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

CAPITAL STOCK DISCLOSURE

6 Months Ended

Mar. 31, 2019

Notes

CAPITAL STOCK DISCLOSURE

NOTE 4 - CAPITAL STOCK

The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. At both March 31, 2019 and September 30, 2018, 12,000,000 common shares were 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 $0.001 per share (par value) 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.

On June 30, 2017, the former shareholder released the debt owed to him in the amount of $22,840, per the June 28, 2017 Assignment of Rights and Assumption of Liabilities Agreement. This amount is represented in the financial statements as Contributed Capital.

At March 31, 2019, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.

XML

RELATED PARTY TRANSACTIONS DISCLOSURE

6 Months Ended

Mar. 31, 2019

Notes

RELATED PARTY TRANSACTIONS DISCLOSURE

NOTE 5 - RELATED PARTY TRANSACTIONS

At March 31, 2019 and September 30, 2018, an affiliate has paid expenses on behalf of the Company in the amount of $89,451 and $48,958, respectively. The loans are unsecured, payable on demand, and carry no interest.

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

XML

PREPAID EXPENSES DISCLOSURE

6 Months Ended

Mar. 31, 2019

Notes

PREPAID EXPENSES DISCLOSURE

NOTE 6 - PREPAID EXPENSES

OTCQB fees are included as prepaid expenses at March 31, 2019 and September 30, 2018. These expenses are stated at cost and are charged to expense over the periods the Company expects to benefit from them. At March 31, 2019 and September 30, 2018, the Company has prepaid expenses of $3,400 and $9,000, respectively.

XML

PROMISSORY NOTE DISCLOSURE

6 Months Ended

Mar. 31, 2019

Notes

PROMISSORY NOTE DISCLOSURE

NOTE 7 - PROMISSORY NOTE

On February 1, 2019, the Company entered into a Note Purchase Agreement with an accredited investor, Lin Su Hui. Pursuant to this agreement, the Company issued a promissory note to Lin Su Hui for $50,000, at 10% interest per annum, with a maturity date of February 6, 2020.

Per the agreement, the note began to accrue interest 5 days after the February 1, 2019 effective date. The interest on the note is to be paid monthly. At March 31, 2019 and September 30, 2018, the Company has paid interest of $327 and $0, and has accrued interest of $417 and $0, respectively.

XML

COMMITMENTS AND CONTINGENCIES DISCLOSURE

6 Months Ended

Mar. 31, 2019

Notes

COMMITMENTS AND CONTINGENCIES DISCLOSURE

NOTE 8 - 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.

At March 31, 2019 and September 30, 2018, Acorn Assets & Equity Limited has paid transfer agent fees in the amounts of $3,830 and $1,215, respectively, on behalf of Ando Holdings Ltd.

On November 7, 2018, the Company entered into a Consulting Agreement with Greenpro Financial Consulting Ltd. (Greenpro) to advise on the required procedures for the issuance of bond. Greenpro’s responsibilities include the drafting and preparation of the Bond Subscription Agreement and Bond Form 8-K, along with the legal fees relevant to the Bond 8-K

The Company agreed to pay Greenpro a fee of $10,000, $7,000 to be paid within seven (7) days of execution of the agreement, and $3,000 to be paid within seven (7) days of the submission of the Form 8-K related to the issuance of bond. At March 31, 2019 and September 30, 2018, the Company has paid Greenpro $7,000 and $0, respectively.

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.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)

6 Months Ended

Mar. 31, 2019

Policies

Basis of Presentation

Basis of Presentation

The consolidated financial statements present the balance sheets, statements of operations and cash flows of the Company and its fully-owned subsidiary. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2018 audited financial statements. The results of operations for the three- and six-month periods ended March 31, 2019 are not necessarily indicative of the operating results for a full year.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Advertising Costs Policy (Policies)

6 Months Ended

Mar. 31, 2019

Policies

Advertising Costs Policy

Advertising

Advertising costs are expensed as incurred. As of March 31, 2019 and 2018, no advertising costs have been incurred.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Property, Policy (Policies)

6 Months Ended

Mar. 31, 2019

Policies

Property, Policy

Property

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

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates and Assumptions (Policies)

6 Months Ended

Mar. 31, 2019

Policies

Use of Estimates and Assumptions

Use of Estimates and Assumptions

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

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents Policy (Policies)

6 Months Ended

Mar. 31, 2019

Policies

Cash and Cash Equivalents Policy

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 equivalent. At March 31, 2019 and September 30, 2018, the Company had $62,136 and $0 in cash, respectively.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Net Loss Per Share Policy (Policies)

6 Months Ended

Mar. 31, 2019

Policies

Net Loss Per Share Policy

Net Loss per Shared

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.

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncements (Policies)

6 Months Ended

Mar. 31, 2019

Policies

Recent Accounting Pronouncements

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.

In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 addresses diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of this new requirement on the cash flows of the Company.

XML

GOING CONCERN DISCLOSURE (Details) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Details
Accumulated Deficit	$ 147,322	$ 110,833

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents Policy (Details) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Details
Cash	$ 62,136	$ 0

XML

CAPITAL STOCK DISCLOSURE (Details) - USD ($)	12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2015	Mar. 31, 2019	Sep. 30, 2018
Details
Common shares authorized				75,000,000	75,000,000
Par value of common shares				$ 0.001	$ 0.001
Common shares were issued and outstanding				12,000,000
Common stock issued for cash		4,000,000	5,750,000
Value of common stock issued for cash	$ 40,000		$ 5,750
Common stock issued for services			2,250,000
Debt released by former shareholder, represented as Contributed Capital	$ 22,840

XML

RELATED PARTY TRANSACTIONS DISCLOSURE (Details) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Details
Related Party Loans	$ 89,451	$ 48,958

XML

PREPAID EXPENSES DISCLOSURE (Details) - USD ($)	Mar. 31, 2019	Sep. 30, 2018
Details
Prepaid Expenses	$ 3,400	$ 9,000

XML

PROMISSORY NOTE DISCLOSURE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Sep. 30, 2018
Details
Promissory Note Payable	$ 50,000	$ 0
Interest Paid	327
Interest Payable	$ 417	$ 0

XML

COMMITMENTS AND CONTINGENCIES DISCLOSURE (Details) - USD ($)	6 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Details
Decrease in amounts due to service providers	$ 3,830	$ 1,215
Consulting Agreement expenses paid	$ 7,000