U.S. SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549





Form 10-K /A



(Mark One)



[X]  ANNUAL REPORT
UNDER THE SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended
December 31, 2017



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



For the transition period
from ______________ to ______________



https:||www.sec.gov|Archives|edgar|data|1650205|000126246316000849|logo.jpg



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)          | 



Securities
registered under Section 12(b) of the Exchange Act:
None.

1





Securities
registered under Section 12(g) of the Exchange Act:

Common
Stock, $0.0001 par value per share
(Title of Class)

Check whether the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No

Check whether the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ] Yes [X] No



Check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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. [X]
Yes [ ] No

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



Check if there is no disclosure of delinquent filers
in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]

Check whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):

|Large accelerated filer | [  ] |  | Accelerated filer         | [  ] 
|----------------------- | ---- |  | ------------------------- | -----
|                        |      |  |                           |      
|Non-accelerated filer   | [  ] |  | Smaller reporting company | [X]  
|                        |      |  | Emerging growth company   | [   ]

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



Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act): 
[X] Yes [ ] No

The issuer’s common stock
is not currently quoted on any market. The issuer therefore cannot estimate the aggregate market value of the issuer’s voting
and non-voting common equity held as of June 30, 2017, the last day of the registrant’s most recently completed second fiscal
quarter, by non-affiliates of the issuer. As of March 6, 2018, there were 10,100,000 shares of $0.0001 par value common stock
issued and outstanding.



EXPLANATORY
NOTE



The
Company is filing this Amendment to its previously filed Annual Report on Form 10-K filed on March 7, 2018 to include information
as related to disclosure controls and procedures matters, the information in the Annual Report and this Amendment has not been
updated or otherwise changed to reflect any events, conditions or other developments that have occurred or existed since March
7, 2018, the date the Form 10-K was filed.



2







|TABLE OF CONTENTS
|-----------------
|                 
|PART I           
|Item 1.          
|Item 1A.         
|Item 2.          
|Item 3.          
|Item 4.          
|PART II          
|Item 5.          
|Item 6.          
|Item 7.          
|Item 7A.         
|Item 8.          
|Item 9.          
|Item 9A.         
|Item 9B.         
|PART III         
|Item 10.         
|Item 11.         
|Item 12.         
|Item 13.         
|Item 14.         
|PART IV          
|Item 15.         





FORWARD-LOOKING STATEMENTS



Certain statements made in this
Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements
involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements
of ANDES 7 Inc.(the “Company”) to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on
assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the
Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion
of such information should not be regarded as a representation by the Company or any other person that the objectives and
plans of the Company will be achieved.





3





PART I

Item 1.   Description of Business.



(a)   Business Development



ANDES 7 Inc. ("Company" or
the "Registrant") was incorporated under the laws of the State of Delaware on July 27, 2015 and has been inactive since
inception. OnFebruary 12, 2016, following the entry of (a) the Consent in Lieu of Shareholder
Meeting, and the (b) Resolutions of the Board of Directors, and (c) Resolutions of the Board of Directors all dated on February
12, 2016, the following events occurred which resulted in a change of control of the Company. The Company redeemed an aggregate
of 9,900,000 from its former sole shareholder of the then 10,000,000 shares of outstanding stock held at a redemption price of
$0.0001 per share for an aggregate redemption price of $990. The former sole shareholder proceeded to resign from his director
and officer positions. As the sole shareholder at the time, and prior to his resignation as the sole director, former sole shareholder
appointed Andrew Khor Poh Kiang to serve as director on the Board of Directors.



The Company intends to serve as a vehicle
to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
ANDES 7 Inc. has been in the developmental stage since inception and its operations to date have been limited to issuing shares
to its original shareholders and filing a registration statement. ANDES 7 Inc. has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act
of 1934.



The Company registered its common stock
on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the
Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.



To become a publicly-traded company,
ANDES 7 Inc. may file a registration statement; most likely on Form S-1, or alternatively that a company first effect a business
combination with ANDES 7 Inc. and then subsequently file a registration statement. A company may choose to effect a business combination
with ANDES 7 Inc. before filing a registration statement.



If a target company chooses to enter
into business combination with ANDES 7 Inc., the registration statement will be prepared after such business combination. The terms
of a business combination may provide for redemption of all or part of their stock in ANDES 7 Inc., usually at par.



(b)   Business of Issuer



Based on proposed business activities,
we are a “blank check” company. The SEC defines those companies as “any development stage company that is issuing
a penny stock, within the meaning of Section 3 (a)(51) of the Exchange Act, and that has no specific business plan or purpose,
or has indicated that its business plan is to merge with an unidentified company or companies.” Many states have enacted
statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until
we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange
Act for so long as we are subject to those requirements.

We were organized as a vehicle to investigate
and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly
held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential
candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.



4





The analysis of new business opportunities
has and will be undertaken by or under the supervision of the officers and directors of the Registrant. The Registrant has considered
potential acquisition transactions with several companies, but as of this date has not entered into any Letter of Intent or other
agreement with any party. The Registrant has unrestricted flexibility in seeking, analyzing and participating in potential business
opportunities. In its efforts to analyze potential acquisition targets, the Registrant will consider the following kinds of factors:



(a)
Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b)
Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the
industry as a whole;

(c)
Strength and diversity of management, either in place or scheduled for recruitment;

(d)
Capital requirements and anticipated availability of required funds, to be provided by the Registrant or from operations, through
the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e)
The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;

(f)
The extent to which the business opportunity can be advanced;

(g)
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required
items; and

(h)
Other relevant factors.



In applying the foregoing criteria,
no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many
different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex. Due to the Registrant’s limited capital available for investigation,
the Registrant may not discover or adequately evaluate adverse facts about the opportunity to be acquired.



A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended and described within the section Form of Acquisition.



Once a change of control of ANDES 7
Inc. has been effected, if at all, new management may issue shares of its stock prior to filing a registration statement for the
registration of its shares pursuant to the Securities Act of 1933 and such shares will be governed by the rules and regulations
of the Securities and Exchange Commission regarding the sale of unregistered securities.



Form of Acquisition



The manner in which the Registrant participates
in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Registrant and the promoters
of the opportunity, and the relative negotiating strength of the Registrant and such promoters.



It is likely that the Registrant will
acquire its participation in a business opportunity through the issuance of common stock or other securities of the Registrant.
Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended (the “Code”), depends upon whether the owners of the acquired business own 80% or
more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather
than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain
20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative
negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding
shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders
of the Registrant prior to such reorganization.



5





The present stockholders of the Registrant
will likely not have control of a majority of the voting shares of the Registrant following a reorganization transaction. As part
of such a transaction, all or a majority of the Registrant’s directors may resign and new directors may be appointed without
any vote by stockholders.



In the case of an acquisition, the transaction
may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory
merger or consolidation directly involving us, it will likely be necessary to call a stockholders’ meeting and obtain the
approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in
delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights
to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder
approval.



It is anticipated that the investigation
of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and
other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others.
If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation
would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.



We presently have no employees. Our
officer and director is engaged in outside business activities and anticipate that he will devote to our business only several
hours per week until the acquisition of a successful business opportunity has been consummated. We expect no significant changes
in the number of our employees other than such changes, if any, incident to a business combination.



Item 1A. Risk Factors.



Risk Factors



An investment in the company is highly speculative in nature
and involves an extremely high degree of risk.



Our Business Is Difficult To Evaluate Because We Have
No Operating History.



As we have no operating history or revenue
and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination.
We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets
or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until
we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable
business opportunity and consummate a business combination.



There Is Competition For Those Private Companies Suitable
For A Merger Transaction Of The Type Contemplated By Management.



We are in a highly competitive market
for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination.
We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions
of small private and public entities. A large number of established and well-financed entities, including small public companies
and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.
Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than
we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business
combination.



Future Success Is Highly Dependent On The Ability Of Management
To Locate And Attract A Suitable Acquisition.



6





The nature of our operations is highly
speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great
extent on the operations, financial condition and management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful
in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may
be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.



The Company Has No Existing Agreement For A Business Combination
Or Other Transaction.



We have no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances
can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business
combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot
guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds
allocated to the purchase of our shares will not be invested in a company with active business operations.



Management Intends To Devote Only A Limited Amount Of
Time To Seeking A Target Company Which May Adversely Impact Our Ability To Identify A Suitable Acquisition Candidate.



While seeking a business combination,
management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment
agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability
to identify and consummate a successful business combination.



The Time And Cost Of Preparing A Private Company To Become
A Public Reporting Company May Preclude Us From Entering Into A Merger Or Acquisition With The Most Attractive Private Companies.



Target companies that fail to comply
with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting
companies to provide certain information about significant acquisitions, including certified financial statements for the company
acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that
may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation
of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements
may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.



The Company May Be Subject To Further Government Regulation
Which Would Adversely Affect Our Operations.



Although we will be subject to the reporting
requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act
of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading
in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities,
we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the
Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could
subject us to material adverse consequences.



Any Potential Acquisition Or Merger With A Foreign Company
May Subject Us To Additional Risks.



If we enter into a business
combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies,
trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross
national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency
and balance of payments positions, and in other respects.





7







There Is Currently No Trading Market For Our Common Stock.



Outstanding shares of our Common Stock
cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration
under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit
the ability of our stockholders to liquidate their investment.



Our Business Will Have No Revenues
Unless And Until We Merge With Or Acquire An Operating Business.



We are a development stage company and
have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an
operating business.



The Company Intends To Issue More Shares In A Merger Or
Acquisition, Which Will Result In Substantial Dilution.



Our certificate of incorporation authorizes
the issuance of a maximum of 1,000,000,000 shares of common stock, as amended, and a maximum of 5,000,000 shares of preferred stock.
Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may
result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common
stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our
management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our
Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the
extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise,
dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely
affected.



The Company Has Conducted No Market Research Or Identification
Of Business Opportunities, Which May Affect Our Ability To Identify A Business To Merge With Or Acquire.



We have neither conducted nor have others
made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances
that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business
combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction
will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will
not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions
as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent,
vote or approval of our stockholders.



Because We May Seek To Complete A
Business Combination Through A “Reverse Merger”, Following Such A Transaction We May Not Be Able To Attract The Attention
Of Major Brokerage Firms.



Additional risks may exist since we
will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage
firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common
stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger
company in the future.



We Cannot Assure You That Following A Business Combination
With An Operating Business; Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange.





8







Following a business combination,
we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that
following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock
exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange.
After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect
that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on
the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to
meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities
governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter
broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it
more difficult for us to raise additional capital following a business combination.



There Is No Public Market For Our Common Stock, Nor Have
We Ever Paid Dividends On Our Common Stock.



There is no public trading market for
our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination
with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.



Additionally, we have never paid dividends
on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available
for payment of dividends will be re-invested into the Company to further its business strategy.



Authorization of Preferred Stock.



Our Certificate of Incorporation authorizes
the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time
by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of
the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to
issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.



Control by Management.

Management
does not directly controlall ofthe issued and outstanding common stock of the Company. Abina Asean, Co. Ltd an entity owned
and controlled by our President, Chief Executive Officer and Chairman, Andrew Khor Poh Kiang holds 79% of our outstanding common
stock. Additionally, ABINA Company Ltd recently acquired 1,000,000 shares of common stock from a former shareholder. Both Abina
Asean Co. Ltd and ABINA Company Ltd. are controlled by Andrew Khor Poh Kiang and his wife, Manichan Khor. Therefore, our President,
Chief Executive Officer and Chairman, Andrew Khor Poh Kiang is an indirect owner of 89% of our common stock through these controlled
entities. Consequently, he has the ability to control the operations of the Company and will have the ability to control substantially
all matters submitted to stockholders for approval, including:



|• | Election of the board of directors;                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                 
|• | Removal of any directors;                                                                                                       
|  |                                                                                                                                 
|• | Amendment of the Company’s certificate of incorporation or bylaws; and                                                          
|  |                                                                                                                                 
|• | Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.



Abina
Asean Co Ltd and ABINA Company Ltd are bothentities owned and controlled by our President, Chief Executive Officer
and Chairman, Andrew Khor Poh Kiang and his wife Manichan Khor are indirect beneficial owner of 9,000,000 shares, or 89% of
our common stock. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger,
consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for
the common stock.



9







This Report Contains Forward-Looking
Statements And Information Relating To Us, Our Industry And To Other Businesses.



These forward-looking statements are
based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When
used in this Form 10-K, the words “estimate,” “project,” “believe,” “anticipate,”
“intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements
reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results
to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date of this Form 10-K. We do not undertake any obligation to publicly release
any revisions to these forward-looking statements to reflect events or circumstances after the date of this Form 10-K or to reflect
the occurrence of unanticipated events.



Item 1B.  Unresolved Staff Comments.



None.



Item 2.   Description of Property.



We maintain a virtual office space at
our location 424 Clay Street, Lower Level, San Francisco, CA 94111. We do not own any properties. We currently have no policy with
respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily
engaged in real estate activities.



Item 3.   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 4.   Mine Safety Disclosures.



Not applicable.



PART II



Item 5.   Market for Common Equity, Related
Stockholder Matters and Small Business Issuer Purchases of Equity Securities.



Common Stock



Our Certificate of Incorporation authorizes
the issuance of up to 1,000,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”) as amended.
The Common Stock is not listed on a publicly-traded market or exchange. As of December 31, 2017, there were 4 holders of record
of the Common Stock.



Preferred Stock



Our Certificate of Incorporation authorizes
the issuance of up to 5,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
Company has not yet issued any of its preferred stock.





10





Dividends



We have not paid any dividends on
our common stock to date and do not intend to pay dividends prior to the completion of a business combination. The payment of
dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business
combination will be within the discretion of our then board of directors. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate
declaring any dividends in the foreseeable future.



Securities Authorized for Issuance under Equity Compensation
Plans



The Company does not have any equity
compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance
of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or
all of our authorized but unissued shares without stockholder approval.



Recent Sales of Unregistered Securities



On January 19,
2017, Toh Kean Ban sold 1,000,000 shares of our common stock at $0.00225 to ABINA Company Ltd., a corporation controlled by our
President, CEO and Chairman, Andrew Khor Poh Kiang and his wife, Manichan Khor.



Both parties relied upon Section 4(2) of the Securities Act
of 1933, as amended for the above issuances. We believed that Section 4(2) was available because:



| | • | None of these issuances involved underwriters, underwriting discounts or commissions;
| | - | -------------------------------------------------------------------------------------
| |   |                                                                                      
| | • | We placed restrictive legends on all certificates issued;                            
| |   |                                                                                      
| | • | No sales were made by general solicitation or advertising;                           
| |   |                                                                                      
| | • | Sales were made only to accredited investors                                         



In connection with the above transactions, we provided the
following to all investors:



| | • | Access to all our books and records.                                                                                                                                                            
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                 
| | • | Access to all material contracts and documents relating to our operations.                                                                                                                      
| |   |                                                                                                                                                                                                 
| | • | The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.



The Company may develop its business
plan by future acquisitions or mergers but no agreements have been reached regarding any acquisition or other business combination.
If the Company makes any acquisitions, mergers or other business combination, the Company will file a Form 8-K but until such time
the Company remains a shell company.



The Company’s Board of Directors
has the power to issue any or all of the authorized but unissued Common Stock without stockholder approval. The Company currently
has no commitments to issue any shares of common stock. However, the Company will, in all likelihood, issue a substantial number
of additional shares in connection with a business combination. Since the Company expects to issue additional shares of common
stock in connection with a business combination, existing stockholders of the Company may experience substantial dilution in their
shares. However, it is impossible to predict whether a business combination will ultimately result in dilution to existing shareholders.
If the target has a relatively weak balance sheet, a business combination may result in significant dilution. If a target has a
relatively strong balance sheet, there may be little or no dilution.



11







Issuer Purchases of Equity Securities



None.



Item 6.  Selected Financial Data



As a “smaller reporting company” as defined by
Item 10 of Regulation S-K, the Company is not required to provide this information.



Item 7.   Management’s Discussion and
Analysis of Financial Condition and Results of Operation.



ANDES 7 Inc. has no operations, nor
does it currently engage in any business activities generating revenues. ANDES 7 Inc's principal business objective is to achieve
a business combination with a target company.



Operating Expenses



General and administrative expenses
were $50,280 for the year ended December 31, 2017 compared to $20,181 for the year ended December 31, 2016. General and
administrative expense consists of professional fees related to the requirements of SEC filings.



Net Loss



Net loss for the year ended December
31, 2017 was $50,280 compared to $20,181 for the year ended December 31, 2016. Net loss is due to general and administrative expenses
as discussed above.



ANDES 7 Inc. ("Company" or
the "Registrant") was incorporated under the laws of the State of Delaware on July 27, 2015 and has been inactive since
inception. OnFebruary 12, 2016, following the entry of (a) the Consent in Lieu of Shareholder
Meeting, and the (b) Resolutions of the Board of Directors, and (c) Resolutions of the Board of Directors all dated on February
12, 2016, the following events occurred which resulted in a change of control of the Company. The Company redeemed an aggregate
of 9,900,000 from its former sole shareholder of the then 10,000,000 shares of outstanding stock held at a redemption price of
$0.0001 per share for an aggregate redemption price of $990. The former sole shareholder proceeded to resign from his director
and officer positions. As the sole shareholder at the time, and prior to his resignation as the sole director, former sole shareholder
appointed Andrew Khor Poh Kiang to serve as director on the Board of Directors.



The Company intends to serve as a vehicle
to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.
ANDES 7 Inc. has been in the developmental stage since inception and its operations to date have been limited to issuing shares
to its original shareholders and filing a registration statement. ANDES 7 Inc. has been formed to provide a method for a foreign
or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act
of 1934.



The Company registered its common stock
on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the
Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.



To become a publicly-traded company,
ANDES 7 Inc. may file a registration statement; most likely on Form S-1, or alternatively that a company first effect a business
combination with ANDES 7 Inc. and then subsequently file a registration statement. A company may choose to effect a business combination
with ANDES 7 Inc. before filing a registration statement.



12





If a target company chooses to enter
into business combination with ANDES 7 Inc., the registration statement will be prepared after such business combination. The terms
of a business combination may provide for redemption of all or part of their stock in ANDES 7 Inc., usually at par.



A combination will normally take the
form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal
Revenue Code of 1986, as amended.



No assurances can be given that ANDES
7 Inc. will be successful in locating or negotiating with any target company.



The most likely target companies are
those seeking the perceived benefits of a reporting corporation. Such perceived benefits may include facilitating or improving
the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for shareholders and other
factors. Business opportunities may be available in many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business opportunities difficult and complex.



In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the depth of that management; the potential for further
research, development, or exploration; specific risk factors not now foreseeable but which may be anticipated; the potential for
growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the proposed criteria is not meant to be restrictive of the
virtually unlimited discretion of the Company to search for and enter into potential business opportunities.



The search for a target company will
not be restricted to any specific kind of business entities, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time
the status of any business in which the Company may become engaged, whether such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.



In implementing a structure for a particular
business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, licensing agreement
or other arrangement with another corporation or entity. On the consummation of a transaction, it is likely that the present management
and shareholders of the Company will no longer be in control of the Company. In addition, it is likely that the officer and director
of the Company will, as part of the terms of the business combination, resign and be replaced by one or more new officers and directors.



It is anticipated that any securities
issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register
all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration
occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination
or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market
which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a
market develops, of which there is no assurance.



While the terms of a business transaction
to which the Company may be a party cannot be predicted, it is expected that the parties to the business transaction will desire
to avoid the creation of a taxable event and thereby structure the acquisition in a tax-free reorganization under Sections 351
or 368 of the Internal Revenue Code of 1986, as amended.



The Company will participate in a
business combination after the negotiation and execution of appropriate agreements. Although the terms of such agreements
cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the
parties prior to and after such closing and will include miscellaneous other terms.



13







The Board of Directors has passed a
resolution which contains a policy that the Company will not seek a business combination with any entity in which the Company's
officer, director, shareholder serves as an officer or director or holds any ownership interest.



2017 Year-End Analysis



The Company has received no income,
has had no operations nor expenses, other than Delaware state fees and incorporation and accounting fees as required for incorporation
and for the preparation of the Company's financial statements. As of December 31, 2017, the Company had not generated revenues
and had no income or cash flows from operations since inception. At December 31, 2017, the Company had sustained a net loss of
$50,280.



Off-Balance Sheet Arrangements



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.



Contractual Obligations



As a “smaller reporting company” as defined by
Item 10 of Regulation S-K, the Company is not required to provide this information.



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



As a “smaller reporting company” as defined by
Item 10 of Regulation S-K, the Company is not required to provide this information.



Item 8.   Financial Statements and Supplementary
Data.



Please see the financial statements beginning on page F-1
located elsewhere in this annual report on Form 10-K and incorporated herein by reference.



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



There are not and have not been any disagreements between
the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.



Item 9A. 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 annual report, December 31, 2017. 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.





14





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 ofDecember 31, 2017, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission(2013). As
a result of this assessment, management concluded that, as ofDecember 31, 2017, our
internal control over financial reporting was not effective. Our management identified the following material weaknesses in our
internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation
of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting
with respect to the requirements and application of both US GAAP and SEC guidelines.



We plan to take steps to enhance
and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on
Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope
to implement the following changes during our fiscal year ending December 31, 2018: (i) appoint additional qualified personnel
to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures
for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing
additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation
efforts may be adversely affected in a material manner.



Changes
in Internal Control over Financial Reporting



There were no changes in our internal
control over financial reporting during the year ended December 31, 2017 have materially affected or are reasonably likely to
materially affect, our internal control over financial reporting.





Item 9B. Other Information.



Not applicable.



PART III



Item 10. Directors, Executive Officers and Corporate Governance



A. Identification of Directors and Officers. The current
officers and directors will serve for one year or until their respective successors are elected and qualified. They are:





|Name                  |  | Age |    | Position
|--------------------- |  | --- | -- | --------
|Executive Officers    |  |     |    |         
|Andrew Khor Poh Kiang |  |     | 51 |         
|Lee KokKeing          |  |     | 56 |         
|Dr. Eric Chin TekMun  |  |     | 48 |         
|Jannie Gui Honey      |  |     | 49 |         
|Dr. Ng Mooi Eng       |  |     | 51 |         



Biographical
Information forAndrew Khor Poh Kiang



Andrew Khor Poh Kiang, Age 51, President,
Chief Executive Officer, Chairman of the Board of Directors From 2000 to 2002, Mr. Khor was the assistant to Consul General Mr.
Wan Jaafar Wan Noor from the Ministry of Foreign Affairs, Malaysia in Thailand. From 2002 to 2006, Mr. Khor was managing SAG Group
Company Limited in Thailand, a mining company he controlled that supplied iron ore to China. From 2006 to present, Mr. Khor has
been involved in the High Technology area through " The Super Conductivity Maglev System " of Japan Flagship Group "
or known as FSG, as its South East Asia Representative, dealing with local governments in South East Asia for the " HIGH SPEED
SURFACE TRAIN  " and also appointed by STAR CRUISES, Berjaya Group and Tanjung Rhu Resorts as human resources trainer
in hospitality and residential property development. Mr. Khor is the President of Abina Asean Co., Ltd. Mr. Khor holds a Masters
of Business Administration from ICS Singapore.

15







Biographical Information for Lee Kok
Keing



Lee
Kok Keing, Age 56, Chief Financial Officer



Mr.
Lee began his career in banking and finance with RHB Bank Berhad from 1979 to 2006, he held various positions and served as branch
manager for a few years. From 2006 to 2015, he joined RHB Investment Bank Berhad (formerly OSK Investment Bank) and served in several
executive positions as head of branch.



Biographical Information for Dr.
Eric Chin Tek Mun



Dr. Eric Chin
Tek Mun, Age 48, Chief Operations Officer



From 2005 to 2011 Dr. Chin was the founder
of PDS Group Univision International, an investment and risk management consultancy to government owned entities and to private
high net worth individuals. From 2011 to 2014, he became the Chief Operating Officer of Heyu Leisure Holidays Corporation and from
2014 to 2015, he maintains a position as the Chief Operating Officer of Abina Holding Co. Ltd.



Biographical
Information forJannie Gui Honey



Jannie Gui Honey, Age 49, Secretary



Ms. Honey was employed by NBE Construction
Sdn Bhd for 27 years as an Accounts Clerk; she worked as Sales Manager for Vanhoden Sdn Bhd from 2005 to 2010 and as its Operating
Manager from 2010 to 2014. Most recently, she has held the position of Secretary for Abina Company Limited from 2015 to present.



Biographical Information for Dr.
Ng Mooi Eng



Dr. Ng Mooi Eng, Age 51, Treasurer

Dr. Ng has 25 years experience in business managing branding and franchising of women's wear apparel for V-Up Advance Sdn Bhd.
Dr. Eng holds a master’s and doctorate in business administration from Ansted University.



B. Significant
Employees.



As of the date hereof, the Company has no significant employees.



C. Family Relationships.



There are no family relationships among directors, executive
officers, or persons nominated or chosen by the issuer to become directors or executive officers.



D. Involvement in Certain Legal Proceedings.



There have been no events under any bankruptcy act, no criminal
proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director,
executive officer, promoter or control person of Registrant during the past five years.



Code of Ethics



We have not adopted a Code of Business
Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and director serve in these capacities.



Nominating Committee

16







We have not adopted any procedures by which security holders
may recommend nominees to our Board of Directors.



Audit Committee



The Board of Directors acts as the audit
committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified
candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company
intends to continue to search for a qualified individual for hire.



Item 11.   Executive Compensation.



Our officer and director does not receive
any compensation for services rendered to the Company since inception, has not received such compensation in the past, and is not
accruing any compensation pursuant to any agreement with the Company. No remuneration of any nature has been paid for or on account
of services rendered by a director in such capacity. Our officers and directors intend to devote no more than (25) twenty-five
hours per week to our affairs.



Our officers and directors will not
receive any finder’s fee, either directly or indirectly, as a result of any efforts to implement our business plan outlined
herein.



It is possible that, after we successfully
consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members
of our management for the purposes of providing services to the surviving entity. However, we have adopted a policy whereby the
offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake
any proposed transaction.



No retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted for the benefit of its employees.



There are no understandings or agreements
regarding compensation our management will receive after a business combination that is required to be included in this table,
or otherwise.



Director Compensation



We do not currently pay any cash fees
to our directors, nor do we pay directors’ expenses in attending board meetings.



Employment Agreements



The Company is not a party to any employment agreements.



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



(a) Security ownership of certain beneficial owners.



The following table sets forth, as of
as of the date of this filing, February 26, 2018, the number of shares of Common Stock owned of record and beneficially by executive
officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares
held by all executive officers and directors as a group.





17







|Name and Address of Beneficial Owner           | Title of Class | Amount and Nature of
        Beneficial Ownership | Percent of Class
|---------------------------------------------- | -------------- | ------------------------------------------------- | ----------------
|Abina Asean, Co. Ltd. (Republic of Seychelles) | Common Stock   | 8,000,000                                         |                 
|ABINA Company Ltd.                             | Common Stock   | 1,000,000                                         |                 
|Dr. Ir. H.M. ItocTochija                       | Common Stock   | 1,000,000                                         |                 
|                                               |                |                                                   |                 
|Officers and directors as a group              |                | 0                                                 |                 



(1) Abina Asean Co. Ltd and ABINA Company Ltd. are entities
controlled by our President, Chief Executive Officer and Chairman, Andrew Khor Poh Kiang. (2) 10,100,000 shares of common stock
outstanding as of December 31, 2017, and March 6, 2018.



Item 13. Certain Relationships and Related Transactions.



Except as otherwise indicated herein,
there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-K.



Director Independence



None.



Item 14. Principal Accounting Fees
and Services.



The following table sets forth the aggregate
fees billed to us for the fiscal year ended December 31, 2017 by our independent auditing firm, De Leon & Co, P.A.



1)       Audit
Fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the
interim financial statements included in quarterly reports and services that are normally provided by our accountants in connection
with statutory and regulatory filings or engagements.



2)       Audit-Related
Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review
of our financial statements and are not reported under “Audit Fees.” This category includes fees related to due diligence
services pertaining to potential business acquisitions/disposition; and consultation regarding accounting or disclosure treatment
of transactions or events and/or the actual or potential impact of final or proposed rules, standard or interpretation by the SEC,
FASB or other regulatory or standard-setting bodies as well as general assistance with implementation of the requirements of SEC
rules or listing standards promulgated pursuant to the Sarbanes-Oxley Act of 2002.



3)       Tax
Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. These services
include assistance regarding federal, state and local tax compliance, planning and advice.



4)       All
Other Fees consist of fees for products and services other than the services reported above.



Our Board of Directors is responsible
for approving all Audit, Audit-Related, Tax and Other Services. The Board of Directors pre-approves all auditing services and permitted
non-audit services, including all fees and terms to be performed for us by our independent registered public accounting firm at
the beginning of the fiscal year. Non-audit services are reviewed and pre-approved by project at the beginning of the fiscal year.
Any additional non-audit services contemplated by the Company after the beginning of the fiscal year are submitted to the Board
of Directors for pre-approval prior to engaging the independent auditor for such services.



Audit Fees



The aggregate fees incurred for
the years December 31, 2017and 2016 for professional services rendered by the independent registered public accounting firm
for the audit of the Company's annual financial statements and review of financial statements included in the Company's Form
10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements
were $10,500 and $10,250, respectively.



18





Audit Related Fees



None



Tax Fees



There were no fees billed by De Leon & Co, P.A. for professional
services for tax compliance, tax advice, and tax planning for the fiscal year ended December 31, 2017.



All Other Fees



There were no fees billed by De Leon & Co, P.A. for other
products and services for the fiscal year ended December 31, 2017.





Audit Committee’s Pre-Approval Process



The Board of Directors acts as the audit committee of the
Company, and accordingly, all services are approved by all the members of the Board of Directors.



PART IV



Item 15. Exhibits, Financial Statement Schedules.



(a) Exhibits:





|Exhibit | Exhibit Description                                                                                                                | Filed herewith | Form | Period ending | Exhibit | Filing date
|------- | ---------------------------------------------------------------------------------------------------------------------------------- | -------------- | ---- | ------------- | ------- | -----------
|3.1     | Certificate of Incorporation                                                                                                       |                | 10   |               | 3.1     | 08/07/15   
|3.2     | By-Laws                                                                                                                            |                | 10   |               | 3.2     | 08/07/15   
|3.3     | Certificate of Amendment to Certificate of Incorporation, dated February 25, 2016                                                  |                | 8-K  |               | 3.3     | 03/04/16   
|4.1     | Specimen Stock Certificate                                                                                                         |                | 10   |               | 4.1     | 08/07/15   
|99.1    | Consent in Lieu of Shareholder Meeting, dated, February 12, 2016                                                                   |                | 8-K  |               | 99.1    | 02/16/16   
|99.2    | Resolutions of the Board of Directors, dated, February 12, 2016                                                                    |                | 8-K  |               | 99.2    | 02/16/16   
|99.3    | Resolutions of the Board of Directors, dated, February 12, 2016                                                                    |                | 8-K  |               | 99.3    | 02/16/16   
|99.4    | Stock Subscription Agreement, Abina Asean Co. Ltd.                                                                                 |                | 8-K  |               | 99.4    | 02/16/16   
|99.5    | Stock Subscription Agreement, Toh Kean Ban                                                                                         |                | 8-K  |               | 99.5    | 02/16/16   
|99.6    | Stock Subscription Agreement, Dr. Ir. H.M Itoc Tochija                                                                             |                | 8-K  |               | 99.6    | 02/16/16   
|31      | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X              |      |               |         |            
|32      | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X              |      |               |         |            







19







(b) The following documents are filed as part of the report:



1. Financial Statements: Balance Sheet, Statement of Operations,
Statement of Stockholder’s Equity, Statement of Cash Flows, and Notes to Financial Statements.



We are an inactive entity as defined by Section 3-11 of Regulation
S-X. Accordingly, the financial statements required for purposes of reports pursuant to the Securities Exchange Act of 1934 are
unaudited.



SIGNATURES

In accordance
with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



ANDES 7
INC.



Dated: April
16, 2018

| |    
| | ---
| |    
| | By:
| |    
| |    
| | By:
| |    



In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Name                          |  | Title                                                                                        |  | Date               | 
|----------------------------- |  | -------------------------------------------------------------------------------------------- |  | ------------------ | 
|                              |  |                                                                                              |  |                    | 
|By: /s/ Andrew Khor Poh Kiang |  | Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors |  | April
    16, 2018 | 



20







FINANCIAL INFORMATION

Contents



|Report of Independent Registered Public Accounting Firm                       | F-2 | 
|----------------------------------------------------------------------------- | --- | 
|                                                                              |     | 
|Balance Sheets as of December 31, 2017 and 2016                               | F-3 | 
|                                                                              |     | 
|Statements of Operations for years ended December 31, 2017 and 2016           | F-4 | 
|                                                                              |     | 
|Statements of Stockholders’ Equity for years ended December 31, 2017 and 2016 | F-5 | 
|                                                                              |     | 
|Statements of Cash Flows for years ended December 31, 2017 and 2016           | F-6 | 
|                                                                              |     | 
|Notes to Financial Statements                                                 | F-7 | 
|                                                                              |     | 



























F-1







REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM



To the shareholders and the Board of Directors of Andes
7, Inc.

Opinion on the Financial Statements

We have audited the accompanying
balance sheets of Andes 7, Inc. (the “Company”) as of December 31, 2017 and 2016 and the related statements of operations,
shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in
the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements,
the Company’s ability to raise additional capital through debt and/or equity financing to fund its operating costs is unknown,
which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters
are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

Basis for Opinion

These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.



|De Leon & Company, P.A.
        
        We
        have served as the Company’s auditor since 2016.
        Pembroke Pines, Florida | 
|------------------------------------------------------------------------------------------------------------------------------------ | 
|March 5, 2018                                                                                                                        | 
|                                                                                                                                     | 
|                                                                                                                                     | 



F-2





ANDES
7 Inc.Balance Sheets

|                                                                                                                                       |  |                   |         |                   
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | ------------------
|                                                                                                                                       |  | December 31, 2017 |         | December 31,  2016
|ASSETS                                                                                                                                 |  |                   |         |                   
|                                                                                                                                       |  |                   |         |                   
|Current Assets:                                                                                                                        |  |                   |         |                   
|                                                                                                                                       |  |                   |         |                   
|Cash                                                                                                                                   |  | $                 | —       |                   
|                                                                                                                                       |  |                   |         |                   
|Total Current Assets                                                                                                                   |  |                   | —       |                   
|                                                                                                                                       |  |                   |         |                   
|TOTAL ASSETS                                                                                                                           |  | $                 | —       |                   
|                                                                                                                                       |  |                   |         |                   
|LIABILITIES & STOCKHOLDERS’ DEFICIT                                                                                                    |  |                   |         |                   
|                                                                                                                                       |  |                   |         |                   
|Current Liabilities:                                                                                                                   |  |                   |         |                   
|                                                                                                                                       |  |                   |         |                   
|Due to a related party                                                                                                                 |  | $                 | 50,270  |                   
|Accounts payable                                                                                                                       |  |                   | —       |                   
|Total Current Liabilities                                                                                                              |  |                   | 50,270  |                   
|                                                                                                                                       |  |                   |         |                   
|TOTAL LIABILITIES                                                                                                                      |  |                   | 50,270  |                   
|                                                                                                                                       |  |                   |         |                   
|Shareholders' Deficit:                                                                                                                 |  |                   |         |                   
|Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding                                           |  |                   |         |                   
|Common stock $0.0001 par value, 1,000,000,000 shares authorized; 10,100,000 and 10,100,000 shares issued and outstanding, respectively |  |                   | 1,010   |                   
|Stock subscription receivable                                                                                                          |  |                   | —       |                   
|Additional paid-in capital                                                                                                             |  |                   | 23,050  |                   
|Accumulated deficit                                                                                                                    |  |                   | (74,330 | )                 
|Total Stockholders’ Deficit                                                                                                            |  |                   | (50,270 | )                 
|TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT                                                                                              |  | $                 | —       |                   
|                                                                                                                                       |  |                   |         |                   



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











F-3







|ANDES 7 Inc.  Statements of Operations              
|----------------------------------------------------
|                                                    
|                                                    
|Revenue                                             
|                                                    
|Operating Expenses:                                 
|                                                    
|General and administrative                          
|                                                    
|Total operating expenses                            
|                                                    
|Net loss from operations                            
|Loss before income taxes                            
|Provision for income taxes                          
|Net Loss                                            
|Basic loss per share                                
|                                                    
|Weighted average number of common shares outstanding
|                                                    



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

















F-4







|ANDES 7 Inc.  Statement of Stockholders’ Deficit December 31, 2017
|------------------------------------------------------------------
|                                                                  
|                                                                  
|                                                                  
|Balance at December 31, 2015                                      
|                                                                  
|Contributed capital                                               
|                                                                  
|Common stock returned                                             
|                                                                  
|Issuance of common stock for cash                                 
|                                                                  
|Net loss for the year ended December 31, 2016                     
|                                                                  
|Balance at December 31, 2016                                      
|                                                                  
|Stock subscription received                                       
|                                                                  
|Net loss for the year ended December 31, 2017                     
|                                                                  
|Balance at December 31, 2017                                      









F-5







|ANDES 7 Inc.Statement of Cash Flows                                                
|-----------------------------------------------------------------------------------
|                                                                                   
|2017                                                                               
|CASH FLOWS FROM OPERATING ACTIVITIES:                                              
|                                                                                   
|Net loss                                                                           
|Adjustments to reconcile net loss to net
        cash used in operating activities:
|                                                                                   
|Changes in operating assets and liabilities:                                       
|Accounts payable                                                                   
|Net cash used in operating activities                                              
|                                                                                   
|CASH FLOWS FROM INVESTING ACTIVITIES:                                              
|                                                                                   
|CASH FLOWS FROM FINANCING ACTIVITIES:                                              
|Contributed capital, related party                                                 
|Advances, related party                                                            
|Net cash provided by financing activities                                          
|                                                                                   
|Net increase (decrease) in cash                                                    
|                                                                                   
|Cash at beginning of year                                                          
|                                                                                   
|Cash at end of year                                                                
|                                                                                   
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                 
|Cash paid for interest                                                             
|Cash paid for taxes                                                                
|                                                                                   
|NON-CASH FINANCING ACTIVITY:                                                       
|Common stock issued to founder for services rendered                               
|Accounts payable credited to paid in capital                                       
|Related party payable for stock redemption                                         





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









F-6







ANDES 7 Inc.

Notes to Financial Statements

December 31, 2017





NOTE
1 - DESCRIPTION OF BUSINESS AND HISTORY



Description of business

ANDES 7 Inc., (the “Company”)
was incorporated under the laws of the State of Delaware on July 27, 2015, and has been inactive since inception. The Company
intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination
with a domestic or foreign business.



On February 12, 2016, the Company entered
into a Subscription Agreements with three subscribers for the issuance of its restricted common stock – Abina Asean, Co.
Ltd., an entity organized under the laws of the Republic of Seychelles (8,000,000 shares), Toh Kean Ban (1,000,000 shares) and
Dr. Ir. H.M. 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.



In addition, on February 12, 2016, Tech
Associates, Inc. (“Tech”) was engaged to provide advisory and consulting services. Tech’s compensation is not
based on the facilitation of or sale of securities; rather, Tech has been engaged to provide consulting services in the context
of a “going public” strategy. Tech’s sole shareholder is Richard Chiang, who is a former control person of the
Company by virtue of his prior controlling interest in the Company. In consideration of mutual releases between Richard Chiang
and the Company, Mr. Chiang consented to the Company’s redemption of 9,900,000 shares at par value, i.e. $990, which had
previously been issued to him in serving in director and officer capacities. The Company has no disputes or disagreements with
Mr. Chiang. In order to effectuate the redemption, Mr. Chiang agreed to return the stock certificate representing the 10,000,000
shares previously issued in consideration of the issuance of a new stock certificate representing 100,000 shares of restricted
common stock. Following the Consent, the Board of Directors accepted Mr. Chiang’s resignation from the Board of Directors
as being in the best interests of the Company, and proceeded to appoint Mr. Andrew Khor Poh Kiang as Chairman of the Board pursuant
to the Consent. In addition, Mr. Chiang resigned as the Company’s Chief Executive Officer, President, Secretary and Treasurer.



On the same date as above, Andrew Khor
Poh Kiang was named Chief Executive Officer and President, Lee Kok Keing was named Chief Financial Officer, Dr. Eric Chin
Tek Mun was named Chief Operations Officer, Simon Chua Chooi Huat, was named Secretary, and Dr. Ng Mooi Eng was named Treasurer.



On January 31, 2017, the Company
received a letter of resignation from Simon Chua Chooi Huat, its Secretary. There were no disagreements between the Company and
Mr. Huat that led to his resignation and on April 14, 2017, the Company elected Jannie Gui Honey as its Secretary.

NOTE 2 - SUMMARY OF SIGNIFICANT POLICIES



Basis of presentation

The Company’s financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.









F-7





Use of estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires
the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses,
and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information,
information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable
under the circumstances. Actual results could differ from those estimates.



Earnings (loss) per share

Basic earnings (loss) per common share
is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock
outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders
by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional
shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially
dilutive securities outstanding during the periods presented.



Stock-based compensation

The Company accounts for equity instruments
issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards
Board(“FASB”) ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50,
Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration
received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity
instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or
completion of performance by the provider of goods or services as defined by FASB ASC 505-50.



Income taxes

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 and Income in the period that includes the enactment date.



The Company adopted section 740-10-25
of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty 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.







F-8







Recent Accounting Pronouncements

In January 2017, the Financial Accounting
Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations
(Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business
with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions
or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals,
goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and
should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this
accounting standard update.

In November 2016, the FASB issued
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with
cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance
sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for
interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating
the impact of this accounting standard update on its financial statements.



In October 2016, the FASB issued ASU
2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition
of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16
is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company
is in the process of evaluating the impact of this accounting standard update on its financial statements.

In August 2016, the FASB issued
ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments.
ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements
of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning
after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting
standard update on its statements of cash flows.



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



NOTE
3 - GOING CONCERN



The accompanying audited financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred losses since inception and has an accumulated deficit of $74,330 as of
December 31, 2017. The Company requires capital for its contemplated operational and marketing activities. The Company’s
ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing,
the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment
of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors
raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company
do not include any adjustments that may result from the outcome of these aforementioned uncertainties.



NOTE
4 - STOCKHOLDERS’ EQUITY



Preferred Stock–
The Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred stock. As December 31, 2016 no shares of preferred
stock had been issued.





F-9





Common Stock - The Company
is authorized to issue 1,000,000,000 shares of $0.0001 par value common stock. As of December 31, 2016, 10,100,000 shares
were issued and outstanding respectively.



Upon formation of the Company on July
27, 2015, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of
the Company. In addition, the founding shareholder has made contributions of $0 and $1,619 to the Company for the period ended
September 30, 2017 and December 31, 2016, respectively which is recorded as additional paid-in capital.



On February 12, 2016, the Company entered
into a Subscription Agreements with three subscribers for the issuance of 10,000,000 shares of restricted common stock at par value
of $0.0001 for total proceeds of $1,000 (refer to Note 1). During the year ended December 31, 2017, the $1,000 previously debited
to stock subscription receivable was debited to due to related party account.



NOTE 5 - RELATED PARTY TRANSACTIONS



As of December 31, 2017, the Company
owed Richard Chiang $990 for the redemption of 9,900,000 shares at par value, which had previously been issued to him in serving
in director and officer capacities.



As
of December 31, 2017, and December 31, 2016, the founding shareholder has contributed capital to the Company for services
rendered of $0 and $9,248, respectively.



As
of December 31, 2017, and December 31, 2016, the Company’sCEO has contributed capital to the Company in the form
of cash used for operating expenses of $0 and $12,552, respectively.



During the year ended
December 31, 2017, a related party advanced the Company $58,280 to pay for general operating
expenses. The funds are unsecured, non-interest bearing and due on demand. As of December 31, 2017the
balance due is $49,280.



NOTE 6 – INCOME TAX



Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry
forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will
not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.



Net deferred tax assets consist of the following components
as of December 31:



|                          |  | 2017 |         | 2016
|------------------------- |  | ---- | ------- | ----
|Deferred tax assets:      |  |      |         |     
|NOL carryover             |  | $    | (15,609 | )   
|Deferred tax liabilities: |  |      |         |     
|None                      |  |      |         |     
|Valuation allowance       |  |      | 15,609  |     
|                          |  |      |         |     
|Net deferred tax asset    |  | $    | —       |     









F-10





The income tax provision differs from
the amount of income tax determined by applying the U.S. federal income tax rate of 21% to pretax income from continuing operations
for the years ended December 31, 2017 and 2016 due to the following:



|                    |  | 2017 |         | 2016
|------------------- |  | ---- | ------- | ----
|Book income (loss)  |  | $    | 10,559  |     
|Valuation allowance |  |      | (10,559 | )   
|                    |  | $    | —       |     



At December 31, 2017, the Company had
net operating loss carry forwards of approximately $74,000 that may be offset against future taxable income from the year 2018
to 2038. No tax benefit has been reported in the December 31, 2017 financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.



Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.



NOTE
7 - SUBSEQUENT EVENTS



Management has evaluated subsequent
events pursuant to the requirements of ASC Topic 855-10, Subsequent Events, through the date the financial statements were
available to be issued and determined that no subsequent events occurred that would require adjustment to or disclosure in these
financial statements.







F-11