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

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2018~~2019

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

Commission file number: ~~000~~ 333-~~55491~~ 229065

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~~ 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~~☐ No ☐☒

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

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

Large accelerated filer ☐ Non-accelerated filer ☐☒ Emerging growth company ☒ Accelerated filer ☐ Smaller reporting company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~November~~June 917, ~~2018~~2019, the issuer had 120,100,000 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Unaudited Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15
	Signatures	16

~~ANDES~~TABLE 7,OF ~~INC.~~CONTENTS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PART I
Item 1.	Unaudited Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	Signatures	23

September 30, 2018

Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited)		4
Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017 (unaudited)		5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017 (unaudited)		6
Notes to the Financial Statements (unaudited)		7

~~ANDES~~Item ~~7, INC~~1. ~~and~~Unaudited ~~Subsidiary~~Financial Statements

~~CONSOLIDATED~~ANDES ~~BALANCE~~7, ~~SHEETS (UNAUDITED)~~ INC.

	September 30, 2018			December 31, 2017
ASSETS
Current assets:
Cash	$	1,810		$	59,935
Accounts receivable		978			3,592
Inventory		82,438			66,328
Other current assets		3,450			1,936
Total current assets		88,676			131,791
Office deposit		8,051			8,343
Deposit – land contract		273,702			166,143
Construction in progress		20,668			21,420
Property and equipment, net		252,655			259,674
Total assets	$	643,752		$	587,371
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	3,514		$	4,429
Due to a related party		74,979			50,270
Loans from directors		1,196,484			931,449
Loans payable, current portion		11,679			10,927
Total current liabilities		1,286,656			997,075
Long term liabilities:
Loans payable, non-current		15,210			25,113
Total liabilities		1,301,866			1,022,188
Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 500,000 and 0 shares issued and outstanding, respectively		50			—
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 120,100,000 and 10,100,000 shares issued and outstanding, respectively		12,010			1,010
Additional paid in capital		220,826			249,044
Accumulated deficit		(858,250	)		(633,895	)
Accumulated other comprehensive loss		(32,750	)		(50,976	)
Total stockholders’ deficit		(658,114	)		(434,817	)
Total liabilities and stockholders’ deficit	$	643,752		$	587,371

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

~~The~~March ~~accompanying~~31, ~~notes are an integral part of these unaudited consolidated financial statements.~~ 2019

Consolidated Balance Sheets as of March 31, 2019 (unaudited) and December 31, 2018		5

Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (unaudited)		6

Consolidated Statement of Stockholders’ Deficit for the three months ended March 31, 2019 and 2018(unaudited)		7

Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 (unaudited)		8

Notes to the Financial Statements (unaudited)		9

ANDES 7, INC. and Subsidiary CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
			For the three months ended September 30,				For the nine months ended September 30,
			2018		2017		2018		2017
Revenue		$	5,425	$	3,827	$	9,020	$	67,112
Cost of revenue			1,020		5,832		6,206		53,758
Gross Margin			4,405		(2,005)		2,814		13,354
Operating expenses:
	General and administrative		55,237		61,954		204,302		191,421
	Rent expense		2,730		2,056		10,270		23,948
	Advertising and promotion		2,042		858		10,435		15,304
	Total operating expenses		60,009		64,868		225,007		230,673
Loss from operations			(55,604)		(66,873)		(222,193)		(217,319)
Other income (expense):
	Interest income		—		—		—		2
	Interest expense		(407)		(72)		(2,162)		(777)
	Total other expense		(407)		(72)		(2,162)		(775)
Loss before income taxes			(56,011)		(66,945)		(224,355)		(218,094)
Provision for income taxes			—		—		—		—
Net Loss		$	(56,011)	$	(66,945)	$	(224,355)	$	(218,094)
Other comprehensive loss:
Foreign currency translation adjustment			(17,322)		(4,724)		18,226		(23,010)
Comprehensive loss		$	(73,222)	$	(71,669)	$	(206,129)	$	(241,104)
Loss per share basic & diluted		$	(0.00)	$	(0.01)	$	(0.01)	$	(0.02)
Weighted average outstanding shares, basic & diluted			117,708,696		10,100,000		46,363,736		10,100,000

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

ANDES 7, INC. and Subsidiary
CONSOLIDATED BALANCE SHEETS
(Unaudited)
		March 31,			December 31,
		2019			2018

ASSETS

Current assets:
Cash	$	1,538		$	2,216
Accounts receivable		1,078			618
Inventory		81,902			81,279
Other current assets		3,212			3,323
Total current assets		87,730			87,436
Office deposit		8,198			8,042
Deposit – land contract		276,360			271,110
Construction in progress		21,046			20,646
Property and equipment, net		242,918			245,313
Total assets	$	636,252		$	632,547

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued liabilities	$	9,221		$	6,751
Due to a related party		43,720			43,720
Loans from directors		1,290,307			1,236,719
Loans payable, current portion		9,583			10,396
Total current liabilities		1,352,831			1,297,586

Long term liabilities:
Loans payable, non-current		12,480			13,538
Total liabilities		1,365,311			1,311,124

Stockholders’ Equity (Deficit):
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 500,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively		50			50
Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 120,100,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively		12,010			12,010
Additional paid in capital		238,044			238,044
Accumulated deficit		(929,959	)		(891,669	)
Accumulated other comprehensive loss		(49,204	)		(37,012	)
Total stockholders’ deficit		(729,059	)		(678,577	)

Total liabilities and stockholders’ deficit	$	636,252		$	632,547

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

ANDES 7, INC . and Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

ANDES 7, INC. and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
		For the Three Months Ended March 31,
		2019			2018
Revenue	$	2,438		$	856
Cost of revenue		954			2,891
Gross Margin		1,484			(2,035	)

Operating expenses:
General and administrative		28,134			92,792
Rent expense		2,847			4,756
Advertising and promotion		705			7,641
Professional fees		7,739			—
Total operating expenses		39,425			105,189
Loss from operations		(37,941	)		(107,224	)
Other income (expense):
Interest income		—			—
Interest expense		(349	)		(1,352	)
Total other income (expense)		(349	)		(1,352	)
Loss before income taxes		(38,290	)		(108,576	)

Provision for income taxes		—			—
Net loss	$	(38,290	)	$	(108,576	)

Other comprehensive income (loss):
Foreign currency translation adjustment		(12,192	)		(922	)
Comprehensive loss	$	(50,482	)	$	(109,498	)

Loss per share basic & diluted	$	(0.00	)	$	(0.01	)

Weighted average outstanding shares, basic & diluted		120,100,000			10,100,000

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

	For the Nine Months Ended September 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(224,355	)	$	(218,094	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		20,776			20,842
Changes in operating assets and liabilities:
Account receivable		2,614			(6,529	)
Inventory		(16,110	)		8,816
Advanced payments		—			(37,488	)
Other assets		(1,222	)		(843	)
Accounts payable and accrued liabilities		33,381			8,970
Deposits		(107,559	)		—
Net cash used in operating activities		(292,475	)		(224,326	)
Cash flows from investing activities:
Construction in progress		752			59,838
Purchase of property and equipment		(13,757	)		(132,449	)
Net cash used in investing activities		(13,005	)		(72,611	)
Cash flows from financing activities:
Net proceeds from director loans		265,035			326,236
Advances from related party		7,180			—
Payments on loans		(9,150	)		(6,054	)
Net cash provided by financing activities		263,065			320,182
Net change in cash		(42,415	)		23,245
Effects of currency translation on cash		(15,710	)		(23,010	)
Cash, beginning of period		59,935			1,772
Cash, end of period	$	1,810		$	2,007
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

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

ANDES 7, INC. and Subsidiary
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
	Preferred Stock				Common Stock				Additional paid		Subscriptions		Accumulated			Other Comprehensive
	Shares		Amount		Shares		Amount		in capital		Receivable		Deficit			Income			Total
For the three months ended March 31, 2018

Balance, December 31, 2017		—		—		10,100,000	$	1,010	$	249,044	$	—	$	(633,895	)	$	(50,976	)	$	(434,817	)
Foreign currency translation adjustment		—		—		—		—		—		—		—			(922	)		(922	)
Net loss for the three months ended March 31, 2018		—		—		—		—		—		—		(108,576	)		—			(108,576	)
Balance, March 31, 2018		—		—		10,100,000		1,010		249,044		—		(742,471	)		(51,898	)		(544,315	)

ANDES 7, INC. and Subsidiary
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited)
	Preferred Stock				Common Stock				Additional paid		Subscriptions		Accumulated			Other Comprehensive
	Shares		Amount		Shares		Amount		in capital		Receivable		Deficit			Income			Total
For the three months ended March 31, 2019

Balance, December 31, 2018		500,000		50		120,100,000	$	12,010	$	238,044	$	—	$	(891,669	)	$	(37,012	)	$	(678,577	)
Foreign currency translation adjustment		—		—		—		—		—		—		—			(12,192	)		(12,192	)
Net loss for the three months ended March 31, 2019		—		—		—		—		—		—		(38,290	)		—			(38,290	)
Balance, March 31, 2019		500,000		50		120,100,000		12,010		238,044		—		(929,959	)		(49,204	)		(729,059	)

The accompanying notes are an integral part of these audited consolidated financial statements

~~ANDES~~ 7~~, INC. and Subsidiary~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ANDES 7, INC. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Three Months Ended March 31,
	2019			2018
Cash flows from operating activities:
Net loss	$	(38,290	)	$	(108,576	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		7,169			6,896
Changes in operating assets and liabilities:
Accounts receivable		(460	)		3,592
Inventory		(623	)		(14,358	)
Other assets		(45	)		(971	)
Increase in Accounts payable and accrued liabilities		2,470			455
Deposits		(5,250	)		(94,341	)
Net cash used in operating activities		(35,029	)		(207,303	)
Cash flows from investing activities:
Construction in progress		(400	)		12
Purchase of property and equipment		(4,774	)		(8,528	)
Net cash used in investing activities		(5,174	)		(8,516	)

Cash flows from financing activities:
Proceeds from related party debt		—			8,680
Net proceeds from Director loans		53,588			153,423
Net proceeds (payments) from loans		(1,871	)		(2,119	)
Net cash provided by financing activities		51,717			159,984

Net change in cash		11,514			(55,835	)

Effects of currency translation on cash		(12,192	)		(922	)
Cash, beginning of the period		2,216			59,935

Cash, end of the period	$	1,538		$	3,178

SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

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

~~SEPTEMBER 30, 2018~~8

~~(UNAUDITED)~~ANDES 7, INC. and Subsidiary

~~NOTE~~NOTES TO 1CONSOLIDATED -FINANCIAL ~~ORGANIZATION~~STATEMENTS ~~AND DESCRIPTION OF BUSINESS~~

~~ANDES 7 Inc. (the “Company”)~~MARCH ~~was incorporated in the State of Delaware on July 27~~31, ~~2015. ANDES 7 Inc. was formed as a vehicle to pursue a business combination with an operating company that would have perceived benefits of becoming a publicly traded corporation.~~2019

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

OnNOTE ~~July~~1 2,- ~~2018,~~ORGANIZATION ~~the Company entered~~AND ~~into~~DESCRIPTION anOF Agreement and Plan of Merger between the Company, ANDES 7 Acquisition Corp, (“Merger Sub”) a Delaware corporation and Abina Co. Ltd. (the “Abina”). Abina is a corporation organized under the Kingdom of Thailand and has operated under the name “Abina Co. Ltd.” since August 3, 2015 and has since then operated a diverse business involved in investments in hotels, resorts, and commercial property. The Agreement and Plan of Merger provided for the acquisition by the Company of all the outstanding shares of Abina through a reverse merger of merger sub into Abina, the surviving corporation. The financial statements have been prepared to retroactively present the reverse merger.BUSINESS

~~NOTE 2~~ANDES -7 ~~GOING~~Inc. ~~CONCERN~~(the “Company”) was incorporated in the State of Delaware on July 27, 2015. ANDES 7 Inc. was formed as a vehicle to pursue a business combination with an operating company that would have perceived benefits of becoming a publicly traded corporation.

~~The accompanying~~On ~~unaudited~~February ~~financial~~12, ~~statements have been prepared on a going concern basis~~2016, ~~which contemplates~~ the ~~realization~~Company entered ofinto ~~assets~~a ~~and~~Subscription ~~the~~Agreements ~~satisfaction~~with ofthree ~~liabilities~~subscribers infor the ~~normal~~issuance ~~course~~ of ~~business.~~its ~~The~~restricted ~~Company’s~~common ~~ability~~stock to– ~~raise additional~~Abina ~~capital~~Asean, ~~through debt and/or equity financing is unknown~~Co. Ltd., ~~The~~an ~~obtainment~~entity oforganized ~~additional~~under ~~financing and~~ the ~~successful development~~laws of the ~~Company’s~~Republic ~~contemplated plan~~ of ~~operations~~Seychelles ~~are~~(8,000,000 ~~necessary~~shares), ~~for~~Toh ~~the~~Kean ~~Company~~Ban to(1,000,000 ~~continue.~~shares) ~~The ability to~~and ~~successfully~~Dr. ~~resolve~~Ir. ~~these~~H.M. ~~factors~~Itoc ~~raise~~Tochija ~~substantial~~(1,000,000 ~~doubt~~shares). ~~about~~Each of the ~~Company’s~~Subscription ~~ability~~Agreements towere ~~continue~~the asresult aof ~~going~~privately ~~concern.~~negotiated transactions ~~However;~~without ~~management~~the ~~believes~~use ~~that~~of ~~the~~public ~~Company~~dissemination ~~will~~of ~~generate~~promotional ~~sufficient~~or ~~cash~~sales ~~flows~~materials. toEach ~~fund~~of ~~its~~the ~~operations~~buyers ~~and~~represented tothey ~~meet~~were ~~its~~“accredited ~~obligations~~investors,” onand aas ~~timely~~such ~~basis~~could ~~for~~bear the ~~next~~risk ~~twelve months. The financial statements~~ of ~~the~~such ~~Company~~investment dofor ~~not~~an ~~include~~indefinite ~~any adjustments~~period ~~that~~of ~~may~~time ~~result~~and ~~from~~to ~~the~~afford ~~outcome~~a ofcomplete loss ~~these aforementioned uncertainties~~thereof.

~~NOTE~~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 “Abina”). Abina is a corporation organized under the Kingdom of Thailand and has operated under the name “Abina Co. Ltd.” since August 3, -2015 ~~SUMMARY~~and OFhas ~~SIGNIFICANT~~since ~~ACCOUNTING~~then operated a diverse business involved in investments ~~POLICIES~~in hotels, resorts, and commercial property. The Agreement and Plan of Merger provided for the acquisition by the Company of all the outstanding shares of Abina through a reverse merger of merger sub into Abina, the surviving corporation. The financial statements have been prepared to retroactively present the reverse merger.

~~Basis~~NOTE 2 of- ~~Presentation~~GOING CONCERN

The ~~Company’s unaudited condensed~~accompanying audited financial statements have been prepared inon ~~accordance~~a ~~with~~going ~~accounting~~concern ~~principles~~basis, ~~generally~~which ~~accepted~~contemplates the realization of assets and the satisfaction of liabilities in the ~~United~~normal ~~States~~course of ~~America (“U~~business.S. ~~GAAP”).~~ The ~~accompanying~~Company’s ~~unaudited~~ability ~~condensed~~to ~~financial~~raise ~~statements~~additional ~~reflect~~capital ~~all~~through ~~adjustments,~~debt and/or ~~consisting~~equity financing is unknown. The obtainment of ~~only normal~~additional ~~recurring~~financing ~~items,~~and ~~which,~~the insuccessful development of the ~~opinion~~Company’s contemplated plan of ~~management,~~operations are necessary for athe ~~fair~~Company ~~statement~~to ofcontinue. ~~the~~The ~~results~~ability ofto ~~operations~~successfully ~~for~~resolve these factors raise substantial doubt about the ~~periods~~Company’s ~~shown~~ability ~~and~~to ~~are~~continue ~~not~~as ~~necessarily~~a ~~indicative~~going ofconcern. However; management believes that the ~~results~~Company will generate sufficient cash flows to befund ~~expected~~its operations and to meet its obligations on a timely basis for the ~~full~~next ~~year~~twelve ~~ending~~months. The ~~December~~financial ~~31,~~statements ~~2018~~of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

~~Use~~NOTE of3 ~~Estimates~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~preparation~~ of ~~financial~~Presentation statements in conformity with accounting principles generally accepted in the United States of America 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.

~~Principles~~The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Consolidation~~America (“U.S. GAAP”).

~~The~~Use ~~accompanying consolidated unaudited financial statements include the accounts~~ of the Company and its wholly-owned subsidiaries, Andes 7 Acquisition Corp and Abina Co, Ltd. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.Estimates

7The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

~~Translation~~Principles ~~Adjustment~~of Consolidation

~~For~~The ~~the~~accompanying ~~periods ended September 30,~~consolidated ~~2018~~financial ~~and~~statements ~~December~~include ~~31, 2017,~~ the accounts of the ~~Abina~~Company ~~Co, Ltd were maintained,~~ and its ~~financial~~wholly-owned ~~statements were expressed~~subsidiaries, ~~in Thai~~Andes ~~BAHT. Such~~7 ~~financial~~Acquisition ~~statements~~Corp ~~were translated into USD in accordance with the Foreign Currency Matters Topic of the Codification (ASC 830), with the BAHT as the functional currency. According to the Codification, all assets~~ and ~~liabilities~~Abina ~~were translated at the current exchange rate at respective balance sheets dates~~Co, ~~stockholders’ equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period~~Ltd. ~~The~~All ~~resulting~~financial ~~translation adjustments~~information ~~are~~has ~~reported~~been ~~under~~prepared ~~other comprehensive income~~ in ~~accordance~~conformity with ~~the~~accounting ~~Comprehensive~~principles ~~Income~~generally ~~Topic~~accepted ofin the ~~Codification~~ ~~(ASC~~United ~~220),~~States ~~as a component~~ of ~~members’ capital~~America. ~~Transaction~~ ~~gains~~All ~~and~~significant ~~losses~~intercompany ~~are~~transactions ~~reflected~~and inbalances ~~the~~have ~~income~~been ~~statement~~eliminated.

~~Comprehensive Income/(Loss)~~9

~~The~~Translation Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive loss for the period ended September 30, 2018 and 2017 is included in the statement of operations as a foreign currency translation adjustment.Adjustment

~~Cash~~For the periods ended March 31, 2019 and ~~Cash~~2018, ~~Equivalents~~the accounts of the Company were maintained, and its financial statements were expressed, in BAHT. Such financial statements were translated into USD in accordance with the Foreign Currency Matters Topic of the Codification (ASC 830), with the BAHT as the functional currency. According to the Codification, all assets and liabilities were translated at the current exchange rate at respective balance sheets dates, stockholders’ equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the Codification (ASC 220), as a component of members’ capital. Transaction gains and losses are reflected in the income statement.

~~Cash~~Comprehensive ~~and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less.~~Income/(Loss)

~~Revenue~~The ~~recognition~~Company uses SFAS 130 “Reporting Comprehensive Income” (ASC Topic 220). Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive loss for the period ended March 31, 2019 and 2018 is included in the statement of operations as a foreign currency translation adjustment.

~~Revenue~~Cash ~~is recognized when a customer obtains control of promised goods or services~~ and isCash recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.Equivalents

~~The Company only applies the five-step model to contracts when~~Cash itand iscash ~~probable~~equivalents ~~that~~include ~~the~~cash on ~~entity~~hand ~~will~~and ~~collect~~cash ~~the consideration it is entitled to~~ in ~~exchange~~time ~~for~~deposits, ~~the~~certificates ~~goods or services it transfers to the customer. Once a contract is determined to be within the scope~~ of ~~ASC~~deposit ~~606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver~~ and ~~which~~all ofhighly ~~these~~liquid ~~performance~~instruments ~~obligations~~with ~~are~~original ~~distinct. The~~maturities ~~Company recognizes as revenues the amount~~ of ~~the transaction price that is allocated to the respective performance obligation~~three ~~when~~months ~~the performance obligation is satisfied~~ or ~~as it is satisfied~~less. ~~Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.~~

~~Inventories~~Revenue recognition

~~Inventories~~Revenue ~~are~~is ~~valued~~recognized atwhen ~~the~~a ~~lower~~customer obtains control of ~~cost~~promised goods or ~~market~~services ~~utilizing~~and is recognized in an amount that reflects the ~~first-~~consideration that an entity expects to receive in ~~first-out~~exchange ~~(FIFO)~~for ~~method~~those goods or services. ~~Management~~In ~~compares~~addition, the ~~cost~~standard ofrequires ~~inventories~~disclosure ~~with~~of the ~~market~~nature, ~~value~~amount, timing, and ~~allowance~~uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is ~~made~~recorded reflects the consideration that the Company expects to receive in exchange for ~~writing~~those ~~down~~goods. ~~their~~The ~~inventories~~Company applies the following five-step model in order to ~~market~~determine ~~value~~this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, ifincluding ~~lower~~whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

~~Recently~~The Company only applies the five-step model to contracts when ~~issued~~it ~~accounting~~is ~~pronouncements~~probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company's performance obligations are transferred to customers at a point in time, typically upon delivery.

~~The~~Inventories 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.

~~NOTE~~Inventories 4are –valued ~~CONSTRUCTION~~at INthe ~~PROGRESS~~lower of cost or market utilizing the first-in first-out (FIFO) method. Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower.

InFair ~~2016~~value ~~Abina entered into an agreement to purchase land in Chiang Rai, Thailand for 200 million baht, approximately $5.6 million. The Company paid a $139,565 deposit (5 million baht) in 2016 and the balance~~ of ~~195~~financial million baht is due on December 15, 2018 per the terms of a second amended agreement. The Company plans on developing the land as a tourist destination and is currently in the process of building a café on the property.instruments

8The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

In 2016 the Company incurred $79,744 of construction related costs of which approximately $68,000 was for the building of the café and the remaining balance of almost $12,000 primarily consisted of land and site development costs. As of September 30, 2018, the balance in the construction in progress account has increased to $20,668.10

~~NOTE~~Level 51: –Quoted ~~PROPERTY~~market ~~AND~~prices ~~EQUIPMENT~~available in active markets for identical assets or liabilities as of the reporting date.

~~The~~Level ~~Company’s~~2: ~~property~~Pricing ~~and~~inputs ~~equipment primarily~~other ~~consists~~than ofquoted ~~office~~prices ~~furniture~~in ~~and~~active markets ~~equipment~~included ~~and~~in itLevel is1, ~~being~~which ~~depreciated~~are ~~using~~either ~~the~~directly ~~straight-line~~or ~~method~~indirectly ~~over~~observable aas ~~period~~ of ~~five~~ ~~years~~the reporting date.

	September 30, 2018			December 31, 2017
Office Equipment	$	59,883		$	55,002
Accounting Software		766			794
Flag Costs		30,224			31,323
Vehicles		85,853			88,975
Buildings and land costs		141,650			130,269
Total property & equipment		318,376			306,363
Less accumulated depreciation		(65,721	)		(46,689	)
Property & equipment, net		252,655			259,674

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

~~Depreciation~~The ~~expense~~carrying ~~for~~amount of the ~~nine months~~Company’s ~~ended~~financial ~~September~~assets 30and liabilities, ~~2018~~such ~~and~~as ~~2017~~cash, ~~totaled~~prepaid ~~$20,776~~expenses and ~~$20,842,~~accounts ~~respectively~~payable approximate their fair value because of the short maturity of those instruments.

~~NOTE~~The 6Company –does ~~LOANS~~not ~~PAYABLE~~have any assets or liabilities measured at fair value on a recurring basis. The Company’s property and equipment is subject to measurement on a non-recurring basis. No fair value adjustments are included in the financial statements.

~~The~~Income ~~Company has entered into two financing agreements for its vehicles used in the business. The following is a summary of these loans payable as of September 30, 2018:~~taxes

Loan	Issue Date	Maturity Date	Interest Rate			Beginning Balance		Payments			Balance 12/31/17		Payments			Balance 9/30/18
Siam Commercial Bank #1	7/14/2016	7/14/2020		5.029	%	$	29,846		(7,442	)		22,404		(6,031	)		16,373
Siam Commercial Bank #2	11/29/2016	11/29/2020		8.98	%		15,801		(2,165	)		13,636		(3,120	)		10,516

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

~~NOTE~~The 7Company –adopted ~~PREFERRED~~section ~~STOCK~~740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty in income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

~~The~~Adoption ~~Company is authorized to issue 5,000,000 shares~~ of ~~$0.0001~~New ~~par value preferred stock.~~Accounting Standards

OnIn March 252016, ~~2018~~the FASB issued ASU 2016-02, ~~the~~Leases ~~Company~~(“ASU ~~with~~2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires ~~the~~lessees ~~authorization~~to ofclassify ~~the~~leases ~~board~~as either finance or operating leases and to record a right-of-use ~~directors~~asset and ~~the~~a ~~majority~~lease ~~shareholder~~liability ~~adopted~~for all leases with a ~~resolution~~term togreater ~~create~~than ~~500,000~~12 ~~shares~~months regardless of ~~Series A~~the ~~preferred~~lease ~~stock~~classification. The ~~Company~~lease ~~then~~classification ~~filed~~will andetermine whether ~~amendment~~the tolease ~~its~~expense ~~certificate~~is ofrecognized ~~incorporation~~based ~~with~~on ~~the~~effective ~~State~~interest ofrate ~~Delaware~~method onor ~~May~~a ~~10, 2018~~straight-line tobasis ~~create~~over athe ~~certificate~~term of ~~designation~~the lease. Accounting for ~~500,000~~lessors ~~shares~~remains oflargely ~~Series~~unchanged Afrom ~~preferred~~current ~~stock~~GAAP. ~~with~~ASU ~~each~~2016-02 ~~share~~was ~~convertible~~effective ~~into~~for ~~1,000~~the Company’s fiscal ~~shares~~year ofbeginning ~~common~~after ~~stock~~December 15, 2018 and ~~with~~subsequent ~~voting~~interim ~~rights~~periods. ofThe ~~1,000~~Company ~~votes~~has ~~for~~evaluated ~~each~~the ~~share~~adoption of ~~Series~~ASU A2016-02 ~~preferred~~which was ~~stock~~not applicable due to the Company having no leases.

OnThe ~~May~~Company ~~10,~~continually ~~2018,~~assesses ~~Manichan~~any new ~~Khor,~~accounting ~~the wife~~pronouncements ofto ~~Andrew~~determine ~~Khor~~their ~~Poh~~applicability ~~Kiang,~~to the ~~President,~~Company. ~~CEO~~Where ~~and~~it ~~Chairman~~is ~~entered~~determined ~~into~~that a ~~stock~~new ~~purchase~~accounting ~~agreement~~pronouncement affects tothe ~~purchase~~Company’s ~~500~~financial reporting,~~000~~ ~~shares~~ the Company undertakes a study to determine the consequence of ~~Series~~the Achange ~~preferred~~to its ~~stock~~financial atstatements ~~par~~and ~~value~~assures ~~for~~that ~~total~~there ~~proceeds~~are ofproper ~~$50~~controls in place to ascertain that the Company’s financials properly reflect the change.

9NOTE 4 – CONSTRUCTION IN PROGRESS

~~NOTE~~In 82016 –Abina ~~COMMON~~entered ~~STOCK~~into an agreement to purchase land in Chiang Rai, Thailand for 200 million Baht, approximately $5.6 million. The Company paid a $139,565 deposit (5 million Baht) in 2016 and the balance of 195 million Baht is due on December 15, 2018 per the terms of a second amended agreement. The Company plans on developing the land as a tourist destination and is currently in the process of building a café on the property.

~~The~~In 2016 the Company isincurred ~~authorized~~$79,744 of toconstruction ~~issue~~related 1costs of which approximately $68,000 was for the building of the café and the remaining balance of almost $12,000~~,000 shares~~ primarily consisted of $0land and site development costs.~~0001~~ ~~par~~As ~~value~~of ~~common~~March ~~stock~~31, 2019, the balance in the construction in progress account has increased to $21,046.

AsNOTE ~~part~~5 of– ~~the~~PROPERTY ~~Agreement~~AND ~~and Plan of Merger with Abina Co. Ltd. The Company issued 111,000,000 shares of common stock. In addition, Mr. Khor cancelled 1,000,000 shares of his common stock.~~EQUIPMENT

~~NOTE~~The 9Company’s –property ~~RELATED~~and ~~PARTY~~equipment ~~TRANSACTIONS~~primarily consists of office furniture and equipment and it is being depreciated using the straight-line method over a period of five years.

During the year ended December 31, 2016, directors of Abina had loaned the Company a total of $655,565. The funds were used to pay for general operating expenses. All loans are unsecured, non-interest bearing and due on demand. As of September 30, 2018, the balance due to was $1,196,484.

	March 31, 2019			December 31, 2018
Office Equipment	$	60,978		$	59,819
Accounting Software		780			766
Flag Costs		30,777			30,192
Vehicles		87,422			85,761
Buildings and land costs		144,240			141,499
Total property & equipment		324,197			318,037
Less accumulated depreciation		(81,279	)		(72,724	)
Property & equipment, net	$	242,918		$	245,313

AsDepreciation ~~September~~expense ~~30,~~for ~~2018~~the ~~and~~three ~~December~~months ended March 31, ~~2017,~~ ~~the~~2019 ~~Company~~and ~~owed~~2018 ~~Richard~~totaled ~~Chiang~~ $~~990~~7,169 ~~for~~and ~~the redemption of 9~~$6,~~900~~896,~~000~~ ~~shares at par value, which had previously been issued to him in serving in director and officer capacities~~respectively.

~~Since~~NOTE ~~2016 a~~6 ~~related~~– ~~party~~LOANS has advanced the Company funds to pay for general operating expenses. The funds are unsecured, non-interest bearing and due on demand. As of September 30, 2018, and December 31, 2017, the balance due is $74,979 and $50,270, respectively.PAYABLE

~~NOTE~~The ~~10–~~Company ~~COMMITMENT~~has entered into two financing agreements for its vehicles used in the business. The following is a summary of these loans payable as of March 31, 2019:

In April 2017 the Company entered into a two-year lease for its office facility in Chiang Rai, Thailand. The monthly rent obligation is approximately $963. Minimum required rental payments for 2018 and 2019 are approximately $11,556 and $2,889, respectively.

Loan	Issue Date	Maturity Date	Interest Rate			Beginning Balance		Payments			Balance 12/31/18		Payments			Balance 03/31/19
Siam Commercial Bank #1	7/14/2016	7/14/2020		5.029	%	$	29,846		(7,442	)		14,438		(1,024	)		13,414
Siam Commercial Bank #2	11/29/2016	11/29/2020		8.98	%		15,801		(2,165	)		9,496		(847	)		8,649

NOTE 117 – ~~ACCUMULATED~~ ~~OTHER~~PREFERRED ~~COMPREHENSIVE LOSS~~STOCK

The ~~balance~~Company ofis ~~related~~authorized ~~after-tax~~to ~~components~~issue 5,000,000 ~~comprising~~shares ~~accumulated~~of ~~other~~$0.0001 ~~comprehensive~~par ~~income~~value ~~included~~preferred ~~in stockholders’ equity were as follows at September 30:~~stock.

	September 30, 2018			December 31, 2017
Accumulated other comprehensive loss, beginning of period	$	(50,976	)	$	3,647
Change in cumulative translation adjustment		18,226			(54,623	)
Accumulated other comprehensive loss	$	(32,750	)	$	(50,976	)

On March 25, 2018, the Company with the authorization of the board of directors and the majority shareholder adopted a resolution to create 500,000 shares of Series A preferred stock. The Company then filed an amendment to its certificate of incorporation with the State of Delaware on May 10, 2018 to create a certificate of designation for 500,000 shares of Series A preferred stock with each share convertible into 1,000 shares of common stock and with voting rights of 1,000 votes for each share of Series A preferred stock.

~~NOTE 12 – SUBSEQUENT EVENTS~~11

InOn ~~accordance~~May ~~with~~10, ~~SFAS~~2018, ~~165~~Manichan ~~(ASC~~Khor, ~~855-10)~~the ~~management~~wife ~~has~~of ~~performed~~Andrew anKhor ~~evaluation~~Poh ofKiang, ~~subsequent~~the ~~events~~President, ~~through~~CEO ~~the~~and ~~date~~Chairman ~~that~~entered ~~the~~into ~~financial~~a ~~statements~~stock ~~were~~purchase ~~issued~~agreement ~~and~~to ~~has determined~~purchase ~~that~~500,000 itshares of ~~does~~Series ~~not~~A ~~have~~preferred ~~any~~stock ~~material~~at ~~subsequent~~par ~~events~~value tofor ~~disclose~~total inproceeds ~~these~~of ~~financial statements~~$50.

10NOTE 8 – COMMON STOCK

~~Special~~The ~~Note~~Company ~~Regarding~~is ~~Forward-Looking~~authorized ~~Statements~~to issue 1,000,000,000 shares of $0.0001 par value common stock.

~~The~~As ~~following~~part ~~discussion~~of ~~should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (~~the ~~“Report”).~~Agreement ~~This~~and ~~Report~~Plan ~~contains~~of ~~forward-looking~~Merger ~~statements~~with ~~which~~Abina ~~relate to future events or our future financial performance~~Co. 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 terminologyLtd. ~~These~~The ~~statements~~Company ~~are~~issued ~~only predictions and involve known and unknown risks~~111, ~~uncertainties~~000,000 ~~and~~shares ~~other factors that may cause our or our industry’s actual results, levels~~ of ~~activity,~~common ~~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~~stock. ~~While~~In ~~these forward-looking statements~~addition, 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 hereinMr. ~~Except~~Khor ascancelled ~~required by applicable law~~1, ~~including the securities laws of the United States~~000, ~~we do not~~000 ~~intend~~shares ~~to update any~~ of ~~the~~his ~~forward-looking~~common ~~statements to conform these statements to actual results~~stock.

NOTE 9 – RELATED PARTY TRANSACTIONS

As March 31, 2019 and December 31, 2018, 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 funds to pay for general operating expenses. The funds are unsecured, non-interest bearing and due on demand. As of March 31, 2019, and December 31, 2018, the balance due is $43,720 and $43,720, respectively.

NOTE 10 – COMMITMENT

NOTE 11 – ACCUMULATED OTHER COMPREHENSIVE LOSS

The balance of related after-tax components comprising accumulated other comprehensive income included in stockholders’ equity were as follows:

	March 31, 2019			December 31, 2018
Accumulated other comprehensive loss, beginning of period	$	(37,012	)	$	(50,976	)
Change in cumulative translation adjustment		(12,192	)		13,964
Accumulated other comprehensive loss	$	(49,204	)	$	(37,012	)

NOTE 12 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

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.

OnANDES 7 Inc. was incorporated in the State of Delaware on July 227, ~~2018,~~2015. ANDES 7 Inc. awas ~~Delaware corporation~~formed ~~(the~~as ~~“Company”),~~a ~~entered~~vehicle ~~into~~to anpursue ~~Agreement~~a ~~and~~business ~~Plan~~combination ofwith ~~Merger~~an ~~between~~operating ~~the~~company that ~~Company,~~would ~~ANDES~~have 7perceived ~~Acquisition Corp,~~benefits ~~(“Merger~~of ~~Sub”)~~becoming a ~~Delaware~~publicly ~~corporation~~traded ~~and Abina Co~~corporation. ~~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 had directed its efforts by the end of 2015 to develop the tallest and largest flagpole in the world in the Chiang Saen District of Chiang Rai, Thailand with measurements of 42 meters in height and 63 meters in length. It was since awarded with the prestigious honor of being the largest flag in Thailand by the Guinness Book of World Records. The flag pole itself is pending development along with a park and concession area for tourists primarily from China.

~~The~~Abina ~~Company~~has ~~pursuant~~secured to the ~~merger~~exclusive isright ~~planning~~and alicense ~~leisure~~with the local and ~~tourist~~state ~~destination~~government inof Thailand ~~with~~for ~~interests~~the development of the “tallest flagpole and largest flag” in ~~merchandising,~~the ~~souvenirs~~world to be a landmark destination in Thailand and to attract, ~~retail~~promote local and ~~real~~foreign ~~estate~~tourism ~~projects~~primarily from China. Having ~~The~~a ~~Company~~long ishistory ~~seeking~~of tobeing ~~develop~~ruled by kings, Abina believes that Thailand is a ~~fully~~country ~~integrated~~deep ~~hotel~~rooted with patriotism and ~~entertainment~~loyalty ~~center~~to intheir king ~~Chiang~~and ~~Rai~~national flag. With this belief, ~~Thailand~~under Abina’s license, the Thai government mandated that ~~will~~each ~~include~~citizen ~~souvenir shops,~~must purchase a ~~hotel,~~flag ~~office~~and ~~buildings,~~or asouvenirs ~~shopping~~from ~~mall,~~the ~~and~~collection aof ~~resort~~ANDES ~~entertainment~~7 ~~center~~souvenirs. ~~catering~~ANDES 7 intend to ~~both~~promote ~~local~~and sell its souvenir products and flags ~~foreign~~through ~~tourists~~souvenir shops and cafes in major cities throughout Thailand.

Following the merger, the Company is planning a full leisure and tourist destination in Chiang Rai, Thailand with agreements with the Thai government as its exclusive authorized merchandising, souvenir and collectables retailer for the Thai flag, and to offer religious merchandise, retail shops, cafes, and build other real estate projects. The Company is seeking to develop a fully integrated hotel and entertainment center in the Chiang Saen District of Chiang Rai, Thailand that will include souvenir shops, a hotel, office buildings, several malls, and a resort entertainment center catering to both local and foreign tourists primarily from China.

The Company seeks to acquire full rights and ownership in 126 hectares of land in the Chiang Saen District of Chiang Rai, Thailand within a Free Trade Zone designated area to develop a leisure and tourist destination designed for both local and foreign tourists. The Company believes that this area holds beneficial value based on the “One Belt, One Road” initiative or “OBOR”. Announced by the Chinese government in 2013, OBOR is a development strategy by the Chinese government which focuses on connectivity and cooperation between Europe, Africa, China and Southeast Asia. The OBOR initiative is designed to increase the flow of trade, aimed at building new infrastructure, and increasing cultural exchanges.

The project and acquisition costs are expected to cost over an estimated $6 million USD, while the construction of the flagpole, mall, office building complex, hotel, spiritual center and shops are expected to cost $120 million USD. As of the date of this Form 10-Q, the Company has paid 5 million Thai Baht, or $159,000 in US dollars and owes a balance of 195 million Thai Baht, or $6,228,300 in US dollars (at today’s exchange rates) for the land in Chiang Rai, Thailand and received another extension for the amount due by December 15, 2019.The Company seeks to develop a destination site for locals and foreign tourists by establishing a “100 Years Café” coffee shop and souvenir shops that celebrate over 100 years of the Thai flag.

The Company has secured an exclusive license by the government of Thailand to promote, market, and sell souvenirs and collectable products based on the Thai largest flag in Chiang Rai, Thailand. Currently, the Company has created the flag portion of the tallest flagpole and largest flag project but not the flagpole itself. The flagpole is currently under production by an American company and expected to be delivered by 2019. The flag portion measuring 42 meters in height and 63 meters in length was given honors and recognition by the Guinness Book of World Records on November 30, 2016.

The Project

The Company has secured an exclusive license by the government of Thailand to promote, market, and sell souvenirs and collectable products based on the Thai largest flag in Chiang Rai, Thailand. Currently, the Company has created the flag portion of the tallest flagpole and largest flag project but not the flagpole itself. The flagpole is currently underproduction by an American company and expected to be delivered by 2019. The flag portion measuring 42 meters in height and 63 meters in length was given honors and recognition by the Guinness Book of World Records on November 30, 2016.

The Area

The Company is seeking to fully acquire and develop 126 hectares of land in the Chiang Saen District of Chiang Rai, Thailand. Chiang Rai is located in northern Thailand near the borders of Laos and Myanmar (formerly Burma). The area is known as a cultural center with attractions and parks with night bazaar markets and many Buddhist temples. In previous years, Chiang Rai has been known as the “Golden Triangle” which it is still called. The Golden Triangle is the area which meaning comes from the proximity to Laos, Myanmar and Thailand.

(Project land site view from road)

(View of project and surrounding land area)

(Map of project site and proximity to the Mekong River)

Other notable tourist attractions in the area are royal temples that once housed the Emerald Buddha, a jade structure which was replaced with a replica. There are also 100 Khmer (Cambodian) style pillars and temples. In addition, there are historic museums and cultural parks in the area.

The Thai Flag

The Company had directed its efforts by the end of 2015 to develop the tallest and largest flagpole in the world in the Chiang Saen District of Chiang Rai, Thailand. It was since awarded with the prestigious honor of being the largest flag in Thailand by the Guinness Book of World Records. The flag pole itself is pending development along with a park and concession area for tourists primarily from China.

The flag of Thailand plays a significant role in the Company’s plans to expand its business plan. The flag of Thailand has been the same without change from September 28, 1917 to present, or for over 100 years. To celebrate this fact, the Company has merchandise with the “100 Years” labeling on t-shirts, banners, flags, and other collectables. The people of Thailand are strongly supportive and proud of their country and flag. The national flag is seen on display in many places within the country. The colors of the flag represent three important items to the Thai people, red is said to represent the people and the blood which was shed to keep the country independent, the white represents religion or the purity of Buddhism and the blue represents the monarchy in Thailand.

(ANDES 7 produced the largest Flag in Thailand in connection with the 100 Year’s Anniversary of the flag)

The Tourism Industry

According to the World Travel & Tourism Council, 20.6% of the GDP, (or $82.5 billion USD) of Thailand in 2016 was from tourism. The World Travel & Tourism Council anticipates that by 2027, 31.7% (or $169.9 billion USD) of GDP will be from tourism. The majority of tourists are from other South East Asian countries or ASEAN (Association of South East Nations), followed by China and Europe. The Company believes that with new infrastructure being commissioned and built by both the Thai government and China through its OBOR initiative, is likely to have an impact on tourism in Thailand. In early 2018, the Thai government approved a high speed rail project that would connect major cities in southern Thailand to the north. According to Reuters, in 2016, Thailand had 33 million foreign tourists visiting Thailand, and Bangkok in particular with Chinese tourists comprising over 26% of that figure. Additionally, according to Mastercard Index of Global Destination Cities, in 2016, Bangkok was the world’s top destination beating 132 cities worldwide, such as London, Paris and Dubai. Thailand earned $71.4 billion in 2017 from tourist revenue which was higher by 11% percent from 2015. The Tourism Authority of Thailand attributes the increase in travel to Thailand to the increased demand from short haul markets during school holidays, heavy interest from the China market, and continued development of long haul markets in Europe, the United States and Russia.

Employees

As of the date of this Form 10-Q quarterly report, ANDES 7 Inc. employed a staff of 6 people of which are in management and administration located at 333, Village 6, Amphur Wiang, Chiang Rai, Thailand 57150. The Company considers its relationship with its employees to be favorable.

Facilities and Logistics

The Company maintains a virtual office in San Francisco, California, in the United States at 424 Clay Street, Lower Level, San Francisco, CA 94111. Its headquarters are located at 333, Village 6, Amphur Wiang, Chiang Rai, Thailand.

Location	Address	Size
San Francisco, California	424 Clay Street, Lower Level San Francisco, CA 94111	n/a (virtual office)

Chiang Rai, Thailand	333, Village 6, Amphur Wiang Chiang Rai, Thailand 57150	16,000 square meters

Involvement in Certain Legal Proceedings

None of our officers or directors, promoters or control persons have been involved in the past ten years of any of the following:

(1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(4) Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Patents

The Company has no patents and no intentions at this time to apply for any patents. The Company however, may choose to file for trademarks upon development of its project in the Chiang Saen District of Chiang Raito to protect its intellectual property.

Results of Operations

Results of Operations for the Three Months Ended ~~September~~March 3031, ~~2018~~ 2019, compared to the Three Months Ended ~~September~~March 3031, ~~2017~~2018

Revenues

Sales revenue for the three months ended ~~September~~March 3031, ~~2018~~2019, was $52,~~425~~438, compared to $~~3,827~~856 for the three months ended ~~September~~March 3031, ~~2017, an increase of $1,598 or 41~~2018.~~7%. The increase in revenue was attributed to the sales of our 100th Year’s Café and souvenir shop in Golden Triangle, Chiang Rai, Thailand.~~

Cost of Goods Sold

Cost of revenue for the three months ended ~~September~~March 3031, ~~2018~~2019, was $1954,~~020,~~ compared to $52,~~832~~891 for the three months ended ~~September~~March 3031, ~~2017.~~2018, a decrease of $41,~~812 or 82~~937.~~5%.~~ ~~The reduction~~This decrease was due to the existing inventory held and limited new designs for our t-shirts and souvenirs that were purchased during the ~~quarter~~period.

Operating Expenses

General and administrative expense was $5528,~~237~~ 134 for the three months ended ~~September~~March 3031, ~~2018~~2019, compared to $6192,~~954~~792 for the three months ended ~~September~~March 3031, ~~2017~~2018, a decrease of $664,~~717 or 10~~658.~~8%.~~

Rent expense was $2,~~730~~847 for the three months ended ~~September~~March 3031, ~~2018~~2019, compared to $24,~~056~~756 for the three months ended ~~September~~March 3031, ~~2017~~2018, a decrease of $~~674 or 32~~1,909.~~7%.~~

Advertising and promotion expenses were ~~$2,042~~ $705 for the three months ended ~~September~~March 3031, ~~2018~~2019, compared to $~~858~~7,641 for the three months ended ~~September~~March 3031, ~~2017~~2018, a decrease of $16,~~184 or 137~~936.~~9%.~~ Advertising and promotion expense consists of advertising in magazines and promotional product giveaways of t-shirts and other souvenirs.

11Professional fees were $7,739 for the three months ended March 31, 2019, compared to $0 for the three months ended March 31, 2018.

Other Income (Expenses)

Interest ~~expense~~income for the three months ended ~~September 30, 2018,~~ ~~was~~March ~~$407~~31, ~~compared~~2019 toand ~~$72~~March ~~for~~31, ~~the three months ended September 30~~2018, ~~2017~~was $0.

Interest expense for the three months ended March 31, 2019 was $349, compared to $1,352 for the three months ended March 31, 2018.

Net Loss

Net loss for the for the three months ended ~~September~~ ~~30,~~March ~~2018~~31, 2019 was $5638,~~011~~290, compared to $66108,~~945~~576 for the three months ended ~~September~~March 3031, ~~2017~~2018. ~~Net loss has decreased due to the combination of an increase gross margin and decreased operating costs.~~

~~Nine~~Off-Balance ~~Months~~Sheet ~~Ended September 30, 2018 compared to the Nine Months Ended September 30, 2017~~Arrangements

~~Revenues~~The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors

Sales revenue for the nine months ended September 30, 2018, was $9,020, compared to $67,112 for the nine months ended September 30, 2017, a decrease of $58,092. The decrease was attributed to the clearance of health foods of which $50,000 was being planned to be sold through our souvenir shops but was not approved by the Thai Government.

Cost of Goods Sold

Cost of revenue for the nine months ended September 30, 2018, was $6,206, compared to $53,758 for the nine months ended September 30, 2017. a decrease of $47,552. This decrease was due to the existing inventory held and limited new designs for our t-shirts and souvenirs that were purchased during the period.

Operating Expenses

General and administrative expense was $204,302 for the nine months ended September 30, 2018, compared to $191,421 for the nine months ended September 30, 2017, an increase of $12,881.

Rent expense was $10,270 for the nine months ended September 30, 2018, compared to $23,948 for the nine months ended September 30, 2017, a decrease of $13,678 or 57.1%.Rent expense decreased in the current period due to closing of the Bangkok office in 2017.

Advertising and promotion expenses were $10,435 for the nine months ended September 30, 2018, compared to $15,304 for the nine months ended September 30, 2017, a decrease of $4,869 or 31.8%. Advertising and promotion expense consists of advertising in magazines and promotional product giveaways of t-shirts and other souvenirs.

Other Income (Expenses)

Interest expense for the nine months ended September 30, 2018, was $2,162, compared to $777 for the nine months ended September 30, 2017. This increase was due to an adjustment made on January 1, 2018, on the interest which was anticipated to occur in 2017 but was carried forward into 2018.

Net Loss

Net loss for the nine months ended September 30, 2018, was $224,355, compared to $218,094 for the nine months ended September 30, 2017.

Liquidity

The accompanying unaudited ~~financial~~ financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As of ~~September~~March 3031, ~~2018,~~2019 we had cash of $1,~~810~~538 and total liabilities of $1,~~301~~365,~~866~~311. We used $~~292~~35,~~475~~ 026 of cash flows in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2018~~2019. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations.

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.

1219

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.

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, ~~September~~March 3031, ~~2018~~2019. 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 ~~September~~March 3031, ~~2018,~~ 2019, 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 ~~September~~March 3031, ~~2018~~2019, our internal ~~control~~ control over financial reporting was not effective. Our management identified the following material weaknesses in our internal ~~control~~ 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.

1320

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~~2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2018~~2019 have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit	Exhibit Description	~~Exhibit~~Filed ~~Description~~herewith	~~Filed herewith~~Form	~~Form~~Period ending	~~Period ending~~Exhibit	~~Exhibit~~Filing date	~~Filing date~~
3.1	~~3.1~~Certificate of Incorporation	~~Certificate of Incorporation~~	10	10	3.1	~~3.1~~08/07/15	~~08/07/15~~
3.2	~~3.2~~Certificate of Amendment to Certificate of Incorporation, dated February 25, 2016	~~By-Laws~~	8-K	10	3.3	~~3.2~~08/04/16	~~08/07/15~~
	4.1	Specimen Stock Certificate		10		4.1	08/07/15
3.3	By-Laws		10		3.2	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
4.1	Specimen Stock Certificate		10		4.1	08/07/15
	32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
	101.INS	XBRL Instance Document	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.SCH	XBRL Taxonomy Extension Schema Document	X
101.INS	XBRL Instance Document	X
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
101.SCH	XBRL Taxonomy Extension Schema Document	X
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	X
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	X
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Definition	X

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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.

Dated: June 18, 2019

	ANDES 7 Inc.

	By:	/s/ Andrew Khor Poh Kiang
		Andrew Khor Poh Kiang President, Chief Executive Officer, Chairman of the Board of Directors

ByDated: June ~~/s/~~18, ~~Lee KokKeing Lee Kok Keing Chief Financial Officer~~2019

~~Dated~~By: ~~November~~ ~~13,~~/s/ ~~2018~~Lee Kok Keing Lee Kok Keing Chief Financial Officer

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Filing Compare · ANDES 7 INC.