1419260--1/6/2010--Andina_Group

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Risks Related to Our Financial Condition We have operated on a limited basis since inception and have only recently started increasing our operations which will make it difficult for you to evaluate our financial condition Our cash flows are insufficient to grow our business and we will likely need capital to increase and expand our operations. Additional capital may not be available to us; accordingly, an inability to raise additional funds would limit growth opportunities and could ultimately result in our inability to continue in business. We incur substantial costs and expenses to comply with SEC reporting requirements; these costs place a substantial burden on our cash flows and may negatively impact our financial condition We Our auditors have expressed concern as to whether we can continue as a going concern Risks Related to our Business We may not be able to compete successfully because we have little market share and we have identified at least 10 local agencies we must compete with in our efforts to increase our market presence; there are also national and international companies which are well-established and aggressively pursuing business throughout the United States including our geographic locale. Our director and officer is inexperienced in the management of public companies and devotes part time efforts to our business which may not be sufficient to successfully develop it; both this lack of experience and potential conflicts of interest for both time or corporate opportunity could have a negative impact on our growth potential. We have a narrow target market which could negatively impact our growth opportunities and our revenues if we do not successfully capture it, or if we are not sufficiently flexible to adjust our business plan as the need dictates. Failure to achieve a larger client base or adjust or expand our target market could result in a total lack of revenues and the inability to continue operations. We are dependent on limited number of clients to provide revenues in any given quarter; we do not have any long-term agreements or contracts, written or otherwise, with any of our clients regarding our services; the loss of our clients business could result in a total lack of revenues unless we are able to continually attract additional clients. Risks Related Our Stock Price, and Corporate Control We have no public market for our stock and there is no assurance one will develop; you may have difficulty liquidating your investment. When and if we apply for quotation on the OTCBB, the process can be time consuming and we could ultimately fail to achieve a quotation; if our stock does not become quoted on the OTCBB or we fail to maintain our listing once quoted, you may not be able to liquidate your investment. Our shares may be considered a penny stock within the meaning of Rule 3a-51-1 of the Securities Exchange Act which will affect your ability to sell your shares; penny stocks often suffer wide fluctuations and have certain disclosure requirements which make resale in the secondary market difficult. We have never paid cash or stock dividends on our common shares and this could discourage potential investors from purchasing our shares. Our officer and director controls a significant portion of our stock which gives him significant influence on all matters requiring stockholder approval; they could prevent transactions which would be in the best interests of the other stockholders

Full 10-K form ▸

1419260--1/6/2010--Andina_Group_Inc.