Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

  

ANDES 7, Inc.

(Name of Issuer)

Common Stock, $0.0001 Par Value Per Share

(Title of Class of Securities)

Applied For

(CUSIP Number)

ABINA COMPANY Ltd. 68, Soi Suphaphong 3 Yak 8, Srinakarian 40 Road NongBon, Prawet, Bangkok, 10250 Thailand Attn: Manichan Khor

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 20, 2017

(Date of Event Which Requires Filing of this Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

 

CUSIP No. Not Applicable (Common Stock)

1.	Names of Reporting Persons.
	ABINA COMPANY Ltd.
	I.R.S. Identification Nos. of above persons (entities only).   The Reporting Person does not have an identification number issued by the Internal Revenue Service.

2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)  [   ]
	(b)  [   ]

3.	SEC Use Only

4.	Source of Funds (See Instructions)
	WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [  ]

6.	Citizenship or Place of Organization
	Thailand.

  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING  PERSON WITH	(7) SOLE VOTING POWER
	1,000,000 shares common
	(8) SHARED VOTING POWER
	0
	(9) SOLE DISPOSITIVE POWER
	1,000,000 shares common
	(10) SHARED DISPOSITIVE POWER
	0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,000,000  shares of Common Stock

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    [  ]

13.	Percent of Class Represented by Amount in Row (11)
	10%  (based on 10,100,000 shares outstanding)

14.	Type of Reporting Person (See Instructions)
	CO

 

Item 1. Security and Issuer

This statement relates to the common stock, par value $0.0001 per share of Andes 7, Inc., a Delaware corporation (the "Issuer"), with principal executive offices located at  424 Clay Street, Lower Level, San Francisco, CA 94111.

Item 2. Identity and Background

This statement is filed by Abina Company Ltd., a corporation based in Thailand with a mailing address for notice purposes of 68, Soi Suphaphong 3 Yak 8, Srinakarin 40 Road, NongBon, Prawet, Bangkok 10250 Thailand. Abina Company Ltd., is managed by Andrew Khor Poh Kiang, who also serves as the President, Chief Executive Officer and Chairman of the Board of Directors of the Issuer. During the past five years, neither the Reporting Person nor its officers, directors or control persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years which would make it subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On January 20, 2017, the Reporting Person purchased 1,000,000 shares of restricted common stock from Toh Kean Ban, a private individual and 10% shareholder of the Issuer at $0.00225 per share in a privately negotiated transaction via Subscription Agreement.  The Reporting Person used working capital to acquire the shares.  The Reporting Person did not borrow funds for the purchase disclosed herein.

 

The Subscription Agreement was the result of a privately negotiated transaction without the use of public dissemination of promotional or sales materials. The buyer represented they were an “accredited investor,” and as such could bear the risk of such investment for an indefinite period of time and to afford a complete loss thereof.

 

Further, the buyer agreed that the Company would continue to keep the existing legend on the securities to indicate that they could not be resold without an exemption, and that the legend would indicate that the securities were “restricted securities” within the meaning of Rule 144(a)(iii). The buyer represented and warranted that she/he/it was purchasing the security for investment, and not for distribution, and that she understood the restrictions on transfer applicable to the securities, and that the Company would code the securities so that they could not be transferred without the transferor obtaining an opinion of counsel satisfactory to the Company. 

 

 

Item 4. Purpose of Transaction

The Reporting Person purchased the shares disclosed herein to hold in its personal account without the intent, at this time, to distribute through public resale.  The Reporting Person has no present intent or proposals that relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer, (ii) the disposition of securities of the Issuer; (iii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iv) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any vacancies on the Board, except as otherwise disclosed in the Issuer’s Form 8-K dated February 12, 2016; (vi) any material change in the present capitalization or dividend policy of the Issuer; (vii) any other material change in the Company's business or corporate structure; (viii) any other material change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (ix) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (x) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act or (xi) any action similar to those enumerated above. The Reporting Person reserves the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above.

Item 5. Interest in Securities of the Issuer

By way of this Subscription Agreement in a privately negotiated transaction, the Reporting Person holds a 10% interest in the Issuer’s Common Stock. Additionally, through a related entity, Abina Asean Co Ltd, the Reporting Person also holds 8,000,000 shares as previously disclosed on Form 8-K. Thus, the total amount of shares the Reporting Person holds is 9,000,000 shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7. Material to Be Filed as Exhibits

None.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 11, 2017	By:	/s/ Andrew Khor Poh Kiang
		Abina Company Ltd. Andrew Khor Poh Kiang

 

 

 

 

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)