Andiamo Corporation Annual Report For the Fiscal Year Ended July 31, 2018

Transcription

1 Andiamo Corporation Annual Report For the Fiscal Year Ended July 31, 2018 Item 1 Name of the issuer and its predecessors Andiamo Corporation The Company was incorporated as Natell Corporation in the state of Delaware on September 21, It changed its name to Title Consulting Services, Inc., in March The company changed its name to Andiamo Corporation in June 2011 and redomiciled to Nevada concurrently. On October 12, 2015, the Company redomiciled to Wyoming. Item 2 the Address of the Issuer s Principal Executive Offices Andiamo Corporation Lorain Rd., Suite 310 North Olmstead, OH Telephone: IR@Utopya.co Contact: Michael Starkweather Item 3 Security Information Trading Symbol: ANDI Title and class of securities: Common CUSIP: Par or Stated Value: $ Total shares authorized: 6,000,000,000 as of: 07/31/2018 Total shares outstanding: 4,319,209,650 as of: 07/31/2018 Additional classes of securities: Trading Symbol: ANDI Title and class of securities: Preferred Series A CUSIP: Par or Stated Value: $ Total shares authorized: 130,000,000 as of: 07/31/2018 Total shares outstanding: 130,000,000 as of: 07/31/2018 Trading Symbol: ANDI Title and class of securities: Preferred Series B CUSIP: Par or Stated Value: $ Total shares authorized: 70,000,000 as of: 07/31/2018 Total shares outstanding: 18,420,360 as of: 07/31/2018

2 Trading Symbol: ANDI Title and class of securities: Preferred Series C CUSIP: Par or Stated Value: $ Total shares authorized: 20,000,000 as of: 07/31/2018 Total shares outstanding: 634,254 as of: 07/31/2018 Title and class of securities: Preferred Series D CUSIP: Par or Stated Value: $ Total shares authorized: 2,000,000 as of: 07/31/2018 Total shares outstanding: 2,000,000 as of: 07/31/2018 Title and class of securities: Preferred Series E CUSIP: Par or Stated Value: $ Total shares authorized: 10,000,000 as of: 07/31/2018 Total shares outstanding: 25,000 as of: 07/31/2018 Title and class of securities: Preferred Series F CUSIP: Par or Stated Value: $ Total shares authorized: 5,000,000 as of: 07/31/2018 Total shares outstanding: 0 as of: 07/31/2018 Transfer Agent Name: Vstock Transfer, LLC Address 1: 18 Lafayette Place Address 2: Address 3: Woodmere, NY Phone: (212) Is the Transfer Agent registered under the Exchange Act? * Yes: XX No: List any restrictions on the transfer of security: Describe any trading suspension orders issued by the SEC in the past 12 months. List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: - On November 12, 2017, the Company terminated contracts with Streetbeatz Entertainment & Media Group, Inc. for the purchase of Good Entertainment Holdings, Inc., and in a separate contract Digital Worldwide Brands, Inc., and Northeast Music Productions, LLC.

3 - On November 28, 2017, the Company solidified an acquisition of Utopya Innovations, Inc. through an all-stock transaction. Utopya Innovations, Inc received the series D in exchange for 100% of the stock of Utopya Innovations, Inc. - On November 30, 2017, the Company terminated its Joint Venture with Peppermint Jim, LLC. - On February 2, 2018, the company sold T3 Apps one of its wholly-owned subsidiaries for $100,000. Upon further review of this transaction by new management it was discovered that this sale was never consummated and as such the financials and notes have been adjusted. - On March 26, 2018, the board of directors changed the price of the Series B Preferred stock from $2.00 per share to $ Upon further review by new management, the proper documents to support this action could not be found and as such the transaction was deemed invalid and the price per share is $2.00 for the Company s Series B Preferred stock. - On May 28, 2018, the company discontinued its negotiations with CLEC Holding and let the Letter of Intent expire. - On June 7, 2018, the Company acquired WeWi Applied Research Corp through an allstock transaction. WeWi Applied Research Corp received the Series F in exchange for 100% of WeWi Applied Research Corp. Due to lack of performance, this acquisition was later cancelled by WeWi Applied Research Corporation. Item 4 Issuance history Date Name of Stockholder Nature and Method of Issuance and Jurisdiction Number of Shares Offered if Different than Number of Shares Sold FREE TRADING RESTRICTED TOTAL OUTSTANDING Price offered to Company Cash to Company Do Shares Have a Legend on the Certificate Reason for Issuance or Services Rendered if Applicable Shares at beginning of period 1,644,237,196 03/11/2016 7,000 to 1 Reverse Split N/A N/A 234, ,850 N/A N/A No Conversion 03/22/2016 MINTCO N/A N/A 10,000,000 10,234,850 N/A N/A No Reverse Split 03/23/2016 William White N/A N/A 50,000,000 60,234,850 N/A N/A Yes JV Agreement 04/01/2016 Orca N/A N/A 5,000,000 65,234,850 N/A N/A Yes 2014 Compensation 06/15/2016 William White N/A N/A 50,000, ,234,850 N/A N/A No Conversion 07/11/2016 Raymond Kripaitis N/A N/A 3,000, ,234,850 N/A N/A No Conversion 08/15/2016 Raymond Kripaitis N/A N/A 3,000, ,234,850 N/A N/A No Conversion 08/17/2016 Orca N/A N/A 5,000, ,234,850 N/A N/A Yes 2015 Compensation 10/18/2016 William White N/A N/A 500,000, N/A N/A Yes 2016 Compensation 10/18/2016 Raymond Kripaitis Jr N/A N/A 60,000, ,234,850 N/A N/A No Conversion 11/11/2016 Ongkaruk Sriptech N/A N/A 45,000, ,234,850 N/A N/A No Conversion 12/15/2016 PC Trust N/A N/A 30,000, ,234,850 N/A N/A No Conversion 12/29/2016 Benchmark N/A N/A 30,000, ,234,850 N/A N/A No Conversion 04/05/2017 JT Sands Consulting N/A N/A 60,000, ,234,850 N/A N/A No Conversion 04/05/2017 Raymond Kripaitis Jr N/A N/A 75,000, ,234,850 N/A N/A No Conversion 04/09/2017 PC Trust N/A N/A 90,000,000 1,016,234,850 N/A N/A No Conversion 06/09/2017 PC Trust N/A N/A 110,000,000 1,126,234,850 N/A N/A No Conversion 06/14/2017 Offspring N/A N/A 90,000,000 1,216,234,850 N/A N/A No Conversion

4 06/26/2017 PC Trust N/A N/A 110,000,000 1,326,234,850 N/A N/A No Conversion 07/06/2017 Cancel - Raymond Kripaitis N/A N/A (75,000,000) 1,251,234,850 N/A N/A 07/18/2017 LG Capital Funding N/A N/A 66,031,400 1,217,266,250 N/A N/A No Conversion 07/20/2017 Waypoint Capital Partners N/A N/A 100,000,000 1,417,266,250 N/A N/A No Conversion 08/01/2017 LG Capital Funding LLC N/A N/A 65,678,000 1,482,944,250 N/A N/A No Conversion 08/11/2017 LG Capital Funding LLC N/A N/A 73,873,800 1,556,818,050 N/A N/A No Conversion 08/18/2017 LG Capital Funding LLC N/A N/A 77,827,000 1,634,645,050 N/A N/A No Conversion 08/25/2017 LG Capital Funding LLC N/A N/A 80,982,000 1,715,627,050 N/A N/A No Conversion 08/31/2017 LG Capital Funding LLC N/A N/A 85,547,000 1,801,174,050 N/A N/A No Conversion 10/09/2017 LG Capital Funding LLC N/A N/A 89,871,000 1,891,045,050 N/A N/A No Conversion 10/26/2017 LG Capital Funding LLC N/A N/A 94,399,600 1,985,444,650 N/A N/A No Conversion 01/08/2018 Biznet Worldwide Ventures N/A N/A 200,000,000 2,185,444,650 N/A N/A Yes Breakoff Shares 11/16/2017 Clearwater Resources N/A N/A 90,000,000 2,275,444,650 N/A N/A No Conversion 11/28/2017 LG Capital Funding LLC N/A N/A 103,516,200 2,378,960,850 N/A N/A No Conversion 12/05/2017 LG Capital Funding LLC N/A N/A 42,833,600 2,421,794,450 N/A N/A No Conversion 12/20/2017 Corbin T Hardy N/A N/A 200,000,000 2,621,794,450 N/A N/A No Conversion 12/21/2017 PC Trust N/A N/A 200,000,000 2,821,794,450 N/A N/A No Conversion 01/08/2018 William Coogan N/A N/A 50,000,000 2,871,794,450 N/A N/A Yes Breakoff Shares 01/08/2018 Justin Hoy N/A N/A 25,000,000 2,896,794,450 N/A N/A Yes Breakoff Shares 01/08/2018 Streetbeatz Entertainment N/A N/A 250,000,000 3,146,794,450 N/A N/A Yes Breakoff Shares 01/09/2018 David Bodie N/A N/A 110,000,000 3,256,794,450 N/A N/A No Conversion 01/18/2018 LG Capital Funding N/A N/A 322,415,200 3,579,209,650 N/A N/A Yes Conversion 02/01/2018 PC Trust N/A N/A 200,000,000 3,779,209,650 N/A N/A No Conversion 02/03/2018 Raymond Kripiatis N/A N/A 75,000,000 3,854,209,650 N/A N/A No Conversion 02/28/2018 Woodmont Investment N/A N/A 100,000,000 3,954,209,650 N/A N/A No Conversion 02/28/2018 Woodmont Investment N/A N/A 165,000,000 4,119,209,650 N/A N/A No Conversion 03/01/2018 Rebekah White N/A N/A 200,000,000 4,319,209,650 N/A N/A No Conversion Item 5 Financial Statements. The Company s interim financial statements are attached at the end of this quarterly filing. Item 6 Issuer s Business, Products and Services. Forward-Looking Statements This section of the report includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements. Forward-looking statements included in this report and all subsequent written or oral forward-looking statements attributable to us

5 or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made, other than as required by law, and we undertake no obligation to publicly update or revise any forward-looking statements, whether because of new information, future events or otherwise. Business Description Andiamo Corporation (SIC Code 7372 Services-Prepackaged Software) which was incorporated in the State of Nevada, June 2011, with a fiscal year end of July 31, consists of the following wholly-owned subsidiaries: Andiamo operates: Utopya Innovations Inc. a hardware and software developer All Pro Apps a software developer dedicated to mobile apps We are currently a going concern, fully operational and generating income. Plan of Operation - The technology (hardware and software) industry is growing worldwide with an increasing need for high quality products and services at affordable prices. The Company has begun executing its vision of rapidly acquiring innovative technology companies with extraordinary management teams that will work together to accomplish its goals. Item 7 Issuer s Facilities Lorain Rd., Suite 310 North Olmstead, OH Item 8 Officers, Directors and Control Persons A. Names of Officers, Directors, and Control Persons. In responding to this item, please provide the names of each of the issuer s executive officers, directors, general partners and control persons (control persons are beneficial owners of more than five percent (5%) of any class of the issuer s equity securities), as of the date of this information statement. Michael Starkweather - CEO B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);

6 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding, or judgment has not been reversed, suspended, or vacated; or 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. C. Beneficial Shareholders. Provide a list of the name, address and shareholdings or the percentage of shares owned by all persons beneficially owning more than ten percent (10%) of any class of the issuer s equity securities. If any of the beneficial shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. Ian Brewster 116,747, Adelaide St. Series A Preferred West Toronto, Ontario, CA M5H 3L5 Key Trust Dustin Secor - Trustee 15,171, nd Ave NE Series B Preferred ST Petersburg, Fl 33701

7 Item 9 Third Party Providers Legal Counsel: Donald R. Keer, P.E., Esq Greenwood Circle Chalfont, PA Accountant N/A Item 10 Issuer Certification I, William White, certify that: 1. I have reviewed this Annual Disclosure Statement of Andiamo Corporation; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, considering the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly represent in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Dated: December 19, 2018 /s/william White William White Title: Chairman and CEO

8 Compiled Consolidated Financial Statements of Andiamo Corporation For the Fiscal Year Ended July 31, 2017 and 2018

9 Andiamo Corporation Consolidated Statement of Assets, Liabilities and Equity As of July 31, 2017 and Months Ended July 31, Months Ended July 31, 2018 Assets Current Assets Bank Operating Account $ 88 $ 516 Accounts Receivable - - Deposit Rent Cash and Cash Equivalents - 140, ,479 Total Current Assets 140, ,995 Property and Equipment (Note B) Software 242, ,503 Less: Accumulated Amortization (74,175) (65,993) Total Property and Equipment 168, ,510 Total Assets $ 309,188 $ 353,505

10 Andiamo Corporation Consolidated Statement of Assets, Liabilities and Equity As of July 31, 2017 and Months Ended July 31, Months Ended July 31, 2018 Liabilities & Equity Current Liabilities Accounts Payable $ - $ - Income Tax Payable - - Accrued Interest - - Total Current Liabilities 0 0 Long Term Liabilities (Note C) Note Payable 42,000 44,000 Total Long Term Liabilities 42,000 44,000 Total Liabilities 42, Stockholders Equity (Note D) Series A preferred stock: $ par value, 130,000,000 shares authorized, 130,000,000 issued and outstanding Series B convertible preferred stock: $ par value, 70,000,000 authorized, 18,420,360 issued and outstanding Series C convertible preferred stock: $ par value, 20,000,000 authorized, 634,254 issued and outstanding Series D convertible preferred stock: $ par value, 2,000,000 authorized, 2,000,000 issued and outstanding 1,300 1, Series E convertible preferred stock: $ par value, ,000,000 authorized, 25,000 issued and outstanding Common Stock: $ par value, 6,000,000,000 shares 14,172 43,192 authorized, 4,319,209,650 issued and outstanding Additional Paid in Capital 841, ,784 Stock Subscription Receivable - - Retained Earnings (583,143) (575,853) Net Income (Loss) (6,622) (111) Total Stockholders Equity 269, ,505 Total Liabilities and Stockholders Equity $ 309,188 $ 353,505

11 Andiamo Corporation Consolidated Statement of Operations Twelve Months Ended July 31, 2017 and Months Ended July 31, Months Ended July 31, 2018 Revenue Income $ 123,958 $ 2,034 Total Revenue 123,958 2,034 Cost of Goods Sold Cost of Goods Sold - - Total Cost of Goods Sold - - Gross Profit 123,958 2,034 Operating Expenses Operating Expenses 129,005 2,145 Total Operating Expenses 129,005 2,145 Operating Income (Loss) (5,047) (111) Other Income Other Income - - Total Other Income - - Other Expenses Uncollectible Note Receivable / Asset Write Off (1,575) - Total Other Expenses (1,575) - Net Other Income/Expenses (1,575) - Net Income (Loss) $ (6,622) (111)

12 Andiamo Corporation Consolidated Statement of Cash Flows Twelve Months Ended July 31, 2017 and Months Ended July 31, Months Ended July 31, 2018 Cash flows from Operating Activities: Net Income $ (6,622) $ (111) Adjustments to Reconcile Net Income (Loss) to Net Cash: Amortization 74,175 65,993 (Increase) Decrease in: Accounts Receivable - - Increase (Decrease) in: Accounts Payable - - Income Tax Payable - - Total Adjustments 74,175 65,993 Net Cash Provided By (Used In) Operating Activities 67,533 65,882 Cash Flows from Investing Activities: Loss on Investment - - Uncollectible Note Write off - - Divestiture of Title Consulting Services, Inc. - - Net (Purchase) Disposal of Equipment and Software - - Net Cash Provided By (Used in) Investing Activities - - Cash Flows from Financing Activities: Note Payable 42,000 44,000 Additional Paid in Capital - - Capital Stock - - Net Cash Provided By (Used in) Financing Activities 42,000 44,000 Net Cash Increase (Decrease) in Cash 109, ,882 Cash at Beginning of Period 31, ,597 Cash at End of Period $ 140,597 $ 250,479 Non-Cash Transactions: $ - $ - 12

13 Andiamo Corporation Statement of Changes in Stockholder's Equity For the Period ended July 31, 2018 Number of Shares Comm on Stock Preferred A stock Preferred B Stock Preferred C Stock Preferred D Stock Preferred E Stock Additional Paid in Capital Stock Subscription Receivable Retained Earnings Balance at July 31, ,417,266,250 29,283 1, ,284 0 (723,740) Company amended shares issued as follows: Debt Converted to Common 1,201,943,400 12,019 Converted Preferred B to Common 1,175,000,000 (587,500) 11,750 - (2) Issued Stock Common 525,000,000 5, Adjustment to Earnings ,981 Adjustment to Cash form Financing Act Subscription Cancellation (500) Net Income (192,842) Balance at July 31, ,319,209,650 58,302 1, ,784 0 (633,601) 13

14 Note A Nature of Business and Summary of Significant Accounting Policies On July 5, 2011 Title Consulting Services, Inc. a Delaware Corporation, redomiciled to Nevada from Delaware and changed its name to Andiamo Corporation (the Company ). The Company is a holding company for several corporations. The Company owns a software application company as well as a cell phone and water services company. Subsequently on October 12, 2015 the Company redomiciled to Wyoming. Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting. Revenues are recognized at the time when the services are provided and earned and expenses are recorded when incurred. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all unrestricted highly liquid investments with an initial maturity of three months or less to be cash equivalents. Income Taxes The Company files as a regular C corporation for federal tax purposes. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Advertising The Company expenses all advertising and marketing costs as incurred. Advertising and marketing costs for the years then ended July 31, 2017 and 2018 were $182 and $1,445, respectively. Fair Value of Financial Instruments The Company believes that the carrying value of its current assets and current liabilities approximate the fair value of such items due to their short-term nature. The carrying amounts of cash, accounts receivable, accounts payable and other liabilities are carried at amounts that reasonably approximate their fair values. Property and Equipment Property and equipment are stated at cost. The Company provides for amortization on the straight-line method and depreciation on the straight-line and MACRS methods over the estimated useful lives of 14

15 the related assets. Major classes of property and equipment and their related lives are as follows: Software - 3 to 15 years Maintenance and repairs are expensed as incurred. Replacements and betterments are capitalized. Asset Impairment When the Company has long-lived assets, which have a possible impairment indicator, the Company estimates the future cash flows from the operation of these assets. Because events and circumstances frequently do not occur as expected, there will usually be differences between the estimated and actual future cash flow and these differences may be material. If the estimated cash flows recoup the recorded value of the assets, they remain on the books at that value. If the net recorded value cannot be recovered, the assets are written down to their market value if lower than the recorded value. Note B Property and Equipment July 31, 2017 July 31, 2018 Software $ 242,678 $ 168,503 Less: Accumulated Amortization (74,175) (65,993) $ 168,503 $ 102,510 Amortization expense was $74,175 and $65,993 for the years ended July 31, 2017 and 2018, respectively. Note C Notes Payable On December 29, 2016, the Company issued a note payable to a private investor in the amount of $6,500. The note bears interest at the rate of 12% per annum and is due on December 29, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On February 8, 2017, the Company issued a note payable to a private investor in the amount of $1,000. The note bears interest at the rate of 12% per annum and is due on February 8, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On February 13, 2017, the Company issued a note payable to a private investor in the amount of $1,000. The note bears interest at the rate of 12% per annum and is due on February 13, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. 15

16 On February 21, 2017, the Company issued a note payable to a private investor in the amount of $1,000. The note bears interest at the rate of 12% per annum and is due on February 21, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On February 24, 2017, the Company issued a note payable to a private investor in the amount of $2,000. The note bears interest at the rate of 12% per annum and is due on February 24, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On February 27, 2017, the Company issued a note payable to a private investor in the amount of $2,500. The note bears interest at the rate of 12% per annum and is due on February 27, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On March 3, 2017, the Company issued a note payable to a private investor in the amount of $2,500. The note bears interest at the rate of 12% per annum and is due on March 3, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On March 10, 2017, the Company issued a note payable to a private investor in the amount of $1,500. The note bears interest at the rate of 12% per annum and is due on March 10, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On April 6, 2017, the Company issued a note payable to a private investor in the amount of $5,000. The note bears interest at the rate of 12% per annum and is due on April 6, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On April 20, 2017, the Company issued a note payable to a private investor in the amount of $7,000. The note bears interest at the rate of 12% per annum and is due on April 20, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On May 17, 2017, the Company issued a note payable to a private investor in the amount of $7,000. The note bears interest at the rate of 12% per annum and is due on May 17, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On May 4, 2017, the Company issued a note payable to a private investor in the amount of $2,000. The note bears interest at the rate of 12% per annum and is due on May 4, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. On September 8, 2017, the Company issued a note payable to a private investor in the amount of $3,000. The note bears interest at the rate of 12% per annum and is due on September 8, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. 16

17 On October 13, 2017, the Company issued a note payable to a private investor in the amount of $2,000. The note bears interest at the rate of 12% per annum and is due on October 13, The note is unsecured and is convertible into shares of the common stock of the Company as per the terms of the Convertible Promissory Note. Note D Stockholders Equity As of November 2009 the Company amended shares authorized to twenty billion (20,000,000,000) shares of common stock, par value $ per share, one hundred thirty million (130,000,000) shares of Series A preferred stock, par value $ per share with no conversion rights, seventy million (70,000,000) shares of Series B preferred stock, par value $ per share with a conversion right of 1 to 2000, and twenty million (20,000,000) shares of Series C preferred stock, par value $ per share with a conversion right of 1 to 500. During the quarter ending January 31, 2014, Les Eveneshen transferred ownership of 28,650,000 series A preferred shares with a par value $ per share to Agnes Cruz, resulting in 57,300,000 series A preferred shares being owned by Agnes Cruz. This assignment was effective as of January 17, On February 7, 2014, as part of the resignation of Richard Shykora and the appointing of William White as the new CEO, Mr. Shykora s 28,650,000 Series A Preferred Shares were transferred to Mr. White. During the quarter ending October 31, 2014, as part of a resignation agreement, Agnes Cruz assigned her ownership of 57,300,000 Series A Preferred shares with a par value of $ per share to William White, resulting in 85,860,000 Series A Preferred shares being owned by William White. As of January 31, 2016, there were 1,644,237,196 Common shares at par of which 63,937,300 were restricted, 130,000,000 Series A Preferred shares issued at par, 19,095,860 Series B Preferred shares issued at par, and 634,254 Series C Preferred shares at par issued. Subsequently, as of March 11, 2016, following a reverse split of 7,000 to 1 of the Company s Common Stock, there were 234,891 Common shares issued at a par value of As of January 31, 2017, there were 787,734,850 Common shares issued at par, 130,000,000 Series A Preferred shares issued at par, 19,014,610 Series B Preferred shares issued at par, 634,254 Series C Preferred shares at par, and 25,000 Series E Preferred shares at par. As of October 31, 2017, there were 1,891,045,050 Common shares issued at par, 130,000,000 Series A Preferred shares issued at par, 19,007,860 Series B Preferred shares issued at par, 634,254 Series C Preferred shares at par, and 25,000 Series E Preferred shares at par. On November 10, 2017, William White sold his controlling interest of 116,747,700 Series A Preferred shares to Utopya Innovations, Inc. Following this sale, on November 28, 2017, William White resigned from all positions with the Company and Michael Starkweather was appointed as its sole officer and Director. On November 28, 2017, Utopya Innovations, Inc. sold its controlling interest of 116,747,700 Series A Preferred shares to Ian Brewster. Following this sale, on November 28, 2017, Utopya Innovations, Inc. was acquired by the Company in an all-stock transaction where Utopya Innovations became a whollyowned subsidiary of Andiamo Corporation in exchange for 2,000,000 shares of the Company s Series D preferred stock. 17

18 As of January 31, 2018, there were 3,579,209,650 Common shares issued at par, 130,000,000 Series A Preferred shares issued at par, 18,752,860 Series B Preferred shares issued at par, 634,254 Series C Preferred shares at par, 2,000,000 Series D Preferred shares at par, and 25,000 Series E Preferred shares at par. On March 26, 2017, there was an amendment to the conversion rights for the Series B Preferred shares $.0001 par, from 1 for 2,000 to 1 for 1. After further review, new management has deemed this amendment to be invalid and as such rescinded. As no documents were filed at the state level, no further actions are required. As of April 30, 2018, there were 4,319,209,650 Common shares issued at par, 130,000,000 Series A Preferred shares issued at par, 19,085,360 Series B Preferred shares issued at par, 634,254 Series C Preferred shares at par, 2,000,000 Series D Preferred shares issued at par, and 25,000 Series E Preferred shares at par. As of July 31, 2018, there were 4,319,209,650 Common shares issued at par, 130,000,000 Series A Preferred shares issued at par, 18,420,360 Series B Preferred shares issued at par, 634,254 Series C Preferred shares at par issued, 2,000,000 Series D Preferred shares issued at par, 25,000 Series E Preferred shares issued at par, and 0 Series F Preferred shares issued at par issued. Note E Related Party Transactions The amounts due to a related party for the years ended July 31, 2017 and 2018 were $0 and $0, respectively. No interest or repayment terms apply to these amounts. During the year, the Company entered into transactions with companies owned either by the majority shareholder or an employee. These transactions were entered into on an arm s length basis. Note F Commitments and Contingencies Contingent Liabilities Operating Leases: The Company leases office space and equipment. Rent expense paid during the years ended July 31, 2017 and 2018 was $8,100 and $2,385, respectively. Equipment lease expense paid for the years ended July 31, 2017 and 2018 was $0 and $0. In the normal course of its business, the Company is subject to litigation. Management, based upon discussions with its legal counsel, does not believe any claims, individually or in the aggregate, will have a material adverse impact on the Company s financial position. Commitments Note H Income Taxes The Company files federal and state income tax returns on a calendar year basis. For calendar year 2018, through July 31, the Company would have an estimated tax liability of $0 based on the net income for the period and current federal and state corporate income tax rates. A provision for income taxes was included in the financial statements 18

19 Note I Basis of Consolidation The Group financial statements consolidate those of the parent company and all its subsidiaries. The subsidiaries are all entities over which the Group has the power to control the financial and operating policies. The Company obtains and exercises control through all the voting rights of the subsidiaries. Any intercompany receivables, payables, sales, purchases and profits are eliminated. Note J Business Acquisitions and Divestures On September 21, 2012, the assets known as The Magic Bullet System as well as the assets of Digispace were acquired for $50,000 plus a note payable of $10,000, due on November 1, This asset was renamed Campaign Matrix. On October 8, 2014, this asset was sold for $5,000 as it was no longer a profitable product for the Company. On March 16, 2016, the Company entered into a Joint venture Agreement with Peppermint Jim, LLC. This agreement was canceled on November 30, On August 3, 2017, the Company acquired Digital Worldwide Brands, Inc., for 50,000,000 Common Shares of stock. This agreement was cancelled on November 12, On August 3, 2017, the Company acquired a minority position in Northeast Music Productions LLC for 50,000,000 Common Shares of stock. This agreement was cancelled on November 12, On November 28, 2017, the Company solidified an acquisition of Utopya Innovations, Inc. through an all-stock transaction. Utopya Innovations, Inc received the series D in exchange for 100% of the stock of Utopya Innovations, Incorporated. As a subsequent event, on November 15, 2018, the Company acquired Sustainable Water Solutions, Inc. ( SWS ). The Company acquired 100% of the Common shares of SWS for 100,000 shares of its Series F Convertible Preferred. 19