ANDE Company Profile

Based on proposed business activities, we are a “blank check” company. 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.

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:

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Potential for growth, indicated by new technology, anticipated market expansion or new products;
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;
Strength and diversity of management, either in place or scheduled for recruitment;
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;
The cost of participation by the Registrant as compared to the perceived tangible and intangible values and potentials;
The extent to which the business opportunity can be advanced;
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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.

The president of ANDES 7 Inc. is also the president, director and shareholder of Tech Associates Inc. Tech Associates Inc. assists companies in becoming public companies and assists companies with introductions to legal attorneys, accountants, market makers, and registered brokerage firms. Such services may include, when and if appropriate, the use of an existing reporting company such as ANDES 7 Inc.

Tech Associates Inc. will typically enter into an agreement with a private company to assist it in becoming a public reporting company and for its aforementioned introductions. A private company may become a public reporting company by effecting a business combination with an existing public reporting company such as ANDES 7 Inc. by a filing registration pursuant to the Securities Act of 1933 (typically a Form S-1) or the Securities Exchange Act of 1934 (Form 10).

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.