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<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>Ando Holdings Ltd. fka PC Mobile Media Corp. (“Ando Holdings Ltd. fka PC Mobile Media Corp.” or the “Company”) was incorporated in the State of Nevada on August 22, 2015 and its fiscal year end is September 30. The primary business of the company is to offer mobile billboard display advertising. Our mobile displays deliver a visual presentation that leaves the audience with an indelible impression.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>The Company is currently devoting its time to attracting advertising clients. The Company’s ability to generate sufficient funds to meet its working capital requirements is dependent upon its ability to acquire a sufficient number of clients interested in mobile advertising.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>On June 28, 2017, Paul Conforte, the holder of an aggregate of 8,000,000 shares of Common Stock of PC Mobile Media Corp sold all 8,000,000 Shares to twelve (12) purchasers for a total price of $275,000 or $.034 per share. As a result, a change of control occurred which resulted in the purchasers owning approximately 66.67% of the issued and outstanding shares of the Company. In addition, per an Assignment of Rights and Assumption of Liabilities Agreement, dated June 28, 2017, Mr. Conforte retained all assets and assumed all liabilities of the Company through June 30, 2017.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>On the same day, Mr. Conforte resigned all officer positions, including Chairman of the Board.  Lam Chi Kwong Leo was appointed Chairman of the Board and Chief Executive Officer. Lee Hiu Lan was appointed as Secretary, Treasurer, and Chief Financial Officer. Chan Tung Ngai and Hu Jiasheng were both appointed as a Director. The appointments were effective on June 28, 2017. At present, the Company is strategizing the business plan of the previous owner to determine if that is the direction in which it wants to move forward.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>On September 5, 2017, the amendment to the Company’s articles of incorporation was declared effective in the State of Nevada, changing the Company’s name from PC Mobile Media Corp. to Ando Holdings Ltd.  As of September 25, 2017, FINRA accepted the name change and issued ADHG as the new trading symbol of the Company.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 2 - GOING CONCERN</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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 December 31, 2017, the Company has had minimal operations, and has accumulated a deficit of $89,200. 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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>The officers and directors have agreed to advance funds to the Company to meet its obligations.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 3 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Basis of Presentation</b></p> <p style='margin:0in;margin-bottom:.0001pt'>The financial statements present the balance sheets, statements of operations and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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 financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2017 audited financial statements.  The results of operations for the period ended December 31, 2017 are not necessarily indicative of the operating results for a full year.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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. The results of operations for such interim periods are not necessarily indicative of operations for a full year.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Advertising</b></p> <p style='margin:0in;margin-bottom:.0001pt'>Advertising costs are expensed as incurred.  As of December 31, 2017 and December 31, 2016, no advertising costs have been incurred.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Property</b></p> <p style='margin:0in;margin-bottom:.0001pt'>The Company does not own or rent any property.  The office space is provided by the CEO at no charge.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Use of Estimates and Assumptions</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Cash and Cash Equivalents</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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 December 31, 2017 and September 30, 2017, the Company had $0 and $0 in cash, respectively.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Accounts Receivable</b></p> <p style='margin:0in;margin-bottom:.0001pt'>Accounts receivable are measured at amortized cost and shown net of allowance for doubtful accounts.  At December 31, 2017 and September 30, 2017, the Company had $0 and $0 in accounts receivable, and $0 and $0 in allowance for doubtful accounts, respectively.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Revenue and Cost Recognition</b></p> <p style='margin:0in;margin-bottom:.0001pt'>The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met:</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>persuasive evidence of an arrangement exists</p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>the product has been shipped or the services have been rendered to the customer</p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>the sales price is fixed or determinable</p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>collectability is reasonably assured</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>For the three months ended December 31, 2017 and December 31, 2016, the Company realized revenue in the amount of $0 and $4,000, respectively.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Net Loss per Share</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'><b>Recent Accounting Pronouncements</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>ASU Update 2014-09 Revenue from Contracts with Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers on an effective date after December 31, 2017 will be evaluated as to impact and implemented accordingly.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has evaluated the impact that this new guidance will have and has included the appropriate disclosures in Note 2 to these financial statements.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our financial statements.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 4 - CAPITAL STOCK</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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 December 31, 2017 and September 30, 2017, 12,000,000 common shares were issued and outstanding.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>At December 31, 2017, there are no warrants or options outstanding to acquire any additional shares of common stock of the Company.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 5 - RELATED PARTY TRANSACTIONS</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>At December 31, 2017 and September 30, 2017, an affiliate has paid expenses on behalf of the Company in the amount of $22,725 and $14,150, respectively. The loans are unsecured, payable on demand, and carry no interest.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>The Company does not own or rent any property. The office space is provided by the CEO at no charge.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 6 - PREPAID EXPENSES</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>Transfer agent fees and OTCQB annual fees are included as prepaid expenses. These expenses are stated at acquisition cost and are charged to expense over the periods the Company expects to benefit from them. At December 31, 2017 and September 30, 2017, the Company has prepaid expenses of $5,165 and $7,900, respectively.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 7 - COMMITMENTS AND CONTINGENCIES</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>At December 31, 2017 and September 30, 2017, 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.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b><u>NOTE 8 - SUBSEQUENT EVENTS</u></b></p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>Management has evaluated subsequent events through the date the financial statements were available to be issued. Management is not aware of any significant events that occurred subsequent to the balance sheet date that would have a material effect on the financial statements thereby requiring adjustment or disclosure.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Basis of Presentation</b></p> <p style='margin:0in;margin-bottom:.0001pt'>The financial statements present the balance sheets, statements of operations and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with U.S. GAAP.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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 financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s September 30, 2017 audited financial statements.  The results of operations for the period ended December 31, 2017 are not necessarily indicative of the operating results for a full year.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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. The results of operations for such interim periods are not necessarily indicative of operations for a full year.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Advertising</b></p> <p style='margin:0in;margin-bottom:.0001pt'>Advertising costs are expensed as incurred.  As of December 31, 2017 and December 31, 2016, no advertising costs have been incurred.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Property</b></p> <p style='margin:0in;margin-bottom:.0001pt'>The Company does not own or rent any property.  The office space is provided by the CEO at no charge.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Use of Estimates and Assumptions</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Cash and Cash Equivalents</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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 December 31, 2017 and September 30, 2017, the Company had $0 and $0 in cash, respectively.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Accounts Receivable</b></p> <p style='margin:0in;margin-bottom:.0001pt'>Accounts receivable are measured at amortized cost and shown net of allowance for doubtful accounts.  At December 31, 2017 and September 30, 2017, the Company had $0 and $0 in accounts receivable, and $0 and $0 in allowance for doubtful accounts, respectively.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Revenue and Cost Recognition</b></p> <p style='margin:0in;margin-bottom:.0001pt'>The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met:</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>persuasive evidence of an arrangement exists</p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>the product has been shipped or the services have been rendered to the customer</p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>the sales price is fixed or determinable</p> <p style='margin:0in;margin-bottom:.0001pt;margin-left:.7in;text-indent:-.25in'><font style='font-family:Symbol'>·    </font>collectability is reasonably assured</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>For the three months ended December 31, 2017 and December 31, 2016, the Company realized revenue in the amount of $0 and $4,000, respectively.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Net Loss per Share</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p>
<!--egx--><p style='margin:0in;margin-bottom:.0001pt'><b>Recent Accounting Pronouncements</b></p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>ASU Update 2014-09 Revenue from Contracts with Customers (Topic 606) issued May 28, 2014 by FASB and IASB converged guidance on recognizing revenue in contracts with customers on an effective date after December 31, 2017 will be evaluated as to impact and implemented accordingly.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. The amendments require management to perform interim and annual assessments of an entity’s ability to continue as a going concern and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The standard applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company has evaluated the impact that this new guidance will have and has included the appropriate disclosures in Note 2 to these financial statements.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>In February 2016, the FASB issued ASU 2016-02, Leases. The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this standard will have on our financial statements.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>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.</p> <p style='margin:0in;margin-bottom:.0001pt'> </p> <p style='margin:0in;margin-bottom:.0001pt'>The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.</p>
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