Filing Details

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CUSIP No. 034224 105

 

 

  1.  Names of Reporting Persons.

      Shih Huang Jen

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  2.  Check the Appropriate Box if a member of a Group

         (a)

         (b)X

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  3.   SEC USE ONLY

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  4.   Source of Funds

       PF

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

 

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  6.   Citizenship or Place of Organization

       Taiwan

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Number of     |  7.  Sole Voting Power  690,000

Shares        |  8.  Shared Voting Power  

Beneficially  |  9.  Sole Dispositive Power

Owned by Each | 10.  Shared Dispositive Power

Reporting     |

Person With   |

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 11.  Aggregate Amount Beneficially Owned by Each Reporting Person

      690,000

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 12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

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 13.  Percent of Class Represented by Amount in Row (11)

      5.75%

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 14.  Type of Reporting Person

      IN

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CUSIP No. 034224 105

 

ITEM 1. SECURITY AND ISSUER.

 This Schedule 13D relates to the common stock, par value $0.001 of Ando Holdings Ltd., a Nevada corporation.  The principal office of the Issuer is located at Room 1107, 11F, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.

 

ITEM 2. IDENTITY AND BACKGROUND.

 This statement is filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Shih Huang Jen.  Mr. Shih Huang is a natural person, and his principal occupation is Investment Consultant.  He has a business address of 13F, No. 11, Xinchun St., Tamsui Dist., New Taipei City 251, Taiwan.

 

 Mr. Shih Huang has not, during the past five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding was or is 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 violation with respect to such laws.

 

 Mr. Shih Huang is a citizen of Taiwan.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 

 On October 17, 2017, Mr. Shih Huang purchased 690,000 common shares of the Issuer using personal funds totaling HK$1,345,500.

 

ITEM 4.  PURPOSE OF TRANSACTION.

 

 (a)  Mr. Shih Huang is holding the shares of the Issuer for investment purposes but may transfer or sell the shares as necessary.

 

Mr. Shih Huang has no other present intent to take any action that would result in:

 (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any subsidiary thereof;

 (c) a sale or transfer of a material amount of assets of the Issuer or any subsidiary thereof;

 (d) 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 existing vacancies on the board;

 (e) any material change in the present capitalization or dividend policy of the Issuer;

 (f) any other material change in the Issuer’s business or corporate structure;

 (g) changes 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;

 (h) 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 on NASDAQ;

 (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 (j) any action similar to any of those enumerated above.

 Notwithstanding the foregoing, Mr. Shih Huang will continue to review his investment in the Issuer and reserves the right to change his intentions with respect to any or all of such matters.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 (a)  Mr. Shih Huang beneficially owns 690,000 shares of the Issuer’s common stock, representing 5.75% of the class.

 (b) Mr. Shih Huang has the sole power to vote and dispose of 690,000 shares of the Issuer’s common stock held by him.

 (c) No other transactions were effected in the Issuer’s common stock during the last sixty days.

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 (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares beneficially owned by Mr. Shih Huang.

 (e) Mr. Shih Huang is now the beneficial owner of more than five percent of the outstanding common stock of the Issuer.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 None

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

 Not Applicable

 

 

 

 

 

 

 

SIGNATURES

 

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

 

Date:  November 7, 2017

 

/s/Shih Huang Jen

Shih Huang Jen

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