Item 1. Financial Statements
Index to Interim Condensed Financial Statements (Unaudited)
ABV CONSULTING, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
ASSETS
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
13,665
|
|
|
$
|
42,000
|
|
|
Total Current Assets
|
|
|
13,665
|
|
|
|
42,000
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
13,665
|
|
|
$
|
42,000
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Due to related parties
|
|
$
|
212,619
|
|
|
$
|
92,619
|
|
|
Total Current Liabilities
|
|
|
212,619
|
|
|
|
92,619
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
212,619
|
|
|
|
92,619
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
Preferred stock: 10,000,000 authorized; $0.0001 par value
|
|
|
|
|
|
|
|
|
|
No shares issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Common stock: 3,000,000,000 shares authorized; $0.0001 par value
|
|
|
|
|
|
|
|
|
|
1,985,533,000 and 1,980,000,000 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
|
|
|
198,553
|
|
|
|
198,000
|
|
|
Capital deficiency
|
|
|
(198,506
|
)
|
|
|
(176,000
|
)
|
|
Accumulated deficit
|
|
|
(199,001
|
)
|
|
|
(72,619
|
)
|
|
Total Stockholders' Deficit
|
|
|
(198,954
|
)
|
|
|
(50,619
|
)
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
13,665
|
|
|
$
|
42,000
|
|
The accompanying notes are an integral part of these financial statements.
ABV CONSULTING, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
January 11,
2016
(Inception) to
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
25,729
|
|
|
|
-
|
|
|
|
73,701
|
|
|
|
1
|
|
|
Professional fees
|
|
|
5,714
|
|
|
|
-
|
|
|
|
52,681
|
|
|
|
-
|
|
|
Total Operating Expenses
|
|
|
31,443
|
|
|
|
-
|
|
|
|
126,382
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
(31,443
|
)
|
|
|
-
|
|
|
|
(126,382
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(31,443
|
)
|
|
$
|
-
|
|
|
$
|
(126,382
|
)
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and dilutive loss per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
1,985,533,000
|
|
|
|
90,000
|
|
|
|
1,983,739,335
|
|
|
|
90,000
|
|
The accompanying notes are an integral part of these financial statements.
ABV CONSULTING, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
January 11, 2016
Inception) to
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(126,382
|
)
|
|
$
|
(1
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
(3,589
|
)
|
|
|
-
|
|
|
Net Cash Used in Operating Activities
|
|
|
(129,971
|
)
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Proceeds from acquisition
|
|
|
1,636
|
|
|
|
-
|
|
|
Net Cash Provided by Investing Activities
|
|
|
1,636
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for cash
|
|
|
-
|
|
|
|
1
|
|
|
Proceeds from related party
|
|
|
100,000
|
|
|
|
-
|
|
|
Net Cash Provided by Financing Activities
|
|
|
100,000
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents for the period
|
|
|
(28,335
|
)
|
|
|
-
|
|
|
Cash and cash equivalents at beginning of the period
|
|
|
42,000
|
|
|
|
-
|
|
|
Cash and cash equivalents at end of the period
|
|
$
|
13,665
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cash paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Common stock issued for acquisition
|
|
$
|
198,000
|
|
|
$
|
-
|
|
The accompanying notes are an integral part of these financial statements
ABV CONSULTING, INC.
Notes to the Financial Statements
June 30, 2017
(Unaudited)
NOTE 1 – ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN
Organization
ABV Consulting, Inc. (“we,” “us,” “our,” “ABVN” or the “Company”) was incorporated by prior management in the state of Nevada on October 15, 2013, for the purpose of providing merchandising and consulting services to craft beer brewers and distributors. On August 22, 2016, the Company’s founder and prior manager sold all of his shares in the Company, constituting approximately 90.4% of the issued and outstanding shares of the Company, and retired from his positions as executive officer and sole director of the Company and was replaced in all roles by Mr. Wai Lim Wong (the “Change of Control Event”).
Subsequent to the Change of Control Event, our current management pursued a strategic acquisition strategy focused on acquisition target companies with operations located primarily in Southeast Asia, the Pacific Islands, the People’s Republic of China (including Hong Kong and Macau) (the “PRC”), Taiwan and other jurisdictions within Asia, and with operations complimentary to the PRC’s broad “One Belt, One Road” (“OBOR”) regional investment and cooperation initiative. In connection with this new strategy, we moved our corporate headquarters from Pennsylvania to Hong Kong.
On February 28, 2017, we completed our acquisition of Allied Plus (Samoa) Limited (“APSL”). (See our Current Report on Form 8-K, filed with the SEC on March 2, 2017, for a more complete description of the APSL transaction.) APSL was incorporated in Samoa on January 11, 2016, for the purposes of sourcing and developing tourism and entertainment-related investment projects in Malaysia and Southeast Asia in connection with the OBOR initiative.
Recapitalization
For financial accounting purposes, the APSL transaction was treated as a reverse acquisition by APSL, and resulted in a recapitalization with APSL being treated as the accounting acquirer and ABVN being treated as the acquired company. The consummation of the APSL deal resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, APSL and have been prepared to give retroactive effect to the reverse acquisition, and represent the operations of APSL. The consolidated financial statements after the acquisition date, February 28, 2017, include the balance sheets of both ABVN and APSL at historical cost, the historical results of APSL and the results of ABVN from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
Going Concern
As of June 30, 2017, the Company had an accumulated deficit of $199,001 and net loss of $126,382 and used cash in operations of $129,971 for the six months ended June 30, 2017. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation of Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K as filed with the SEC on March 31, 2017.
Consolidation Policy
For June 30, 2017, the consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiary, APSL. All significant intercompany balances and transactions have been eliminated in consolidation. Prior to February 28, 2017, the financial statements presented are those of APSL.
Recent Accounting Pronouncements
The Company has reviewed recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.
NOTE 3 – RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2017, the Company received advances from a shareholder in the amount of $100,000 to pay for expenses.
On February 28, 2017, the Company assumed from ABVN, the obligation to pay a shareholder $20,000.
As of June 30, 2017, and December 31, 2016, the Company owed to related parties $212,619 and $92,619, respectively. The amounts due to the related parties are unsecured and non-interest bearing with no set terms of repayment.
NOTE 4 – STOCKHOLDERS EQUITY
The Company is authorized to issue up to 3,000,000,000 shares of common stock, par value $0.0001 and 10,000,000 shares of blank check preferred stock, par value $0.0001.
On February 28, 2017, in connection with the APSL transaction (See Note 1), the Company issued 1,980,000,000 shares of common stock to the stockholders of APSL in exchange for 22,000 equity shares of APSL, representing 100% of the issued and outstanding equity of APSL. As a result of the reverse acquisition accounting, these shares issued to the former Allied Plus stockholders are treated as being outstanding from the date of issuance of the APSL shares.
As at June 30, 2017 and December 31, 2016, the Company had 1,985,533,000 and 1,980,000,000 shares of common stock issued and outstanding, respectively.
NOTE 5 – SUBSEQUENT EVENTS
The Company has analyzed its operations subsequent to the date these financial statements were issued, and has determined that it does not have any material events to disclose.
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,” “expect,” “anticipate,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding:
|
|
·
|
Potential acquisition or merger targets;
|
|
|
·
|
Business strategies;
|
|
|
·
|
Future cash flows;
|
|
|
·
|
Financing plans;
|
|
|
·
|
Plans and objectives of management;
|
|
|
·
|
Any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results; and
|
|
|
·
|
Any other statements that are not historical facts.
|
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
|
|
·
|
Volatility or decline of our stock price;
|
|
|
·
|
Potential fluctuation of quarterly results;
|
|
|
·
|
Failure of the Company to earn revenues or profits;
|
|
|
·
|
Inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans;
|
|
|
·
|
Decline in demand for our products and services;
|
|
|
·
|
Rapid adverse changes in markets;
|
|
|
·
|
Litigation with or legal claims and allegations by outside parties against the Company;
|
|
|
·
|
Insufficient revenues to cover operating costs;
|
|
|
·
|
Inability to source attractive investment dealflow on terms favorable to the Company; and
|
|
|
·
|
Such other factors as discussed throughout Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.
|
There is no assurance that we will be profitable, we may not be able to attract or retain qualified executives and personnel, we may not be able to obtain customers for future products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in our businesses.
Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, or to reflect the occurrence of unanticipated events.
Overview of Business
Our business focuses on identifying strategic acquisitions of assets and companies with operations located primarily in Southeast Asia, the Pacific Islands, the People’s Republic of China (including Hong Kong and Macau) (the “PRC”), Taiwan and other jurisdictions within Asia. We believe that the PRC’s “One Belt, One Road” (“OBOR”) regional cooperation initiative will be a significant driver for strategic investment opportunities throughout Asia, and our acquisition strategy focuses on assets and companies that are well positioned to capitalize on opportunities created by the OBOR initiative. Our February 28, 2017 acquisition of Allied Plus (Samoa) Limited (“APSL”) is in line with this strategy. APSL primarily engages in the business of providing services to agents and financial advisers in Southeast Asia. The management of APSL possesses certain knowledge of investment criteria of OBOR-related investment entities, and provides consulting services to regional consultants and brokers with regard to their efforts to source and promote attractive investment opportunities. Our management continues to seek acquisition targets and we hope to announce new acquisitions in the third quarter of fiscal year 2017.
Results of Operations
Due to the treatment of the APSL acquisition as a reverse acquisition for accounting purposes, the condensed consolidated statement of cash flows and the condensed consolidated statement of operations presented for the period ending June 30, 2017 and for the period from January 11, 2016 to June 30, 2016 present financial information for APSL for the periods stated. At the time of formation, APSL did not engage in significant business activity, and in fact not until December 2016 did APSL engage in significant business activity. Because of this, the comparisons contained in this Part I, Item 2 (Management’s Discussion and Analysis of Financial Position or Plan of Operation) do not require detailed descriptions of the factors driving the material differences for the periods stated.
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Comparison of the six months ended June 30, 2017 and the period from January 11, 2016 (inception) to June 30, 2016
We have not earned any revenues from our inception on January 11, 2016 through June 30, 2017.
Our general and administrative expenses were $73,701 for the period ended June 30, 2017, as compared to $1 for the period from January 11, 2016 to June 30, 2016. For 2017, these expenses consisted primarily of office expenses of $34,164, salaries of $20,000 and OTC Markets annual filing fee of $10,000.
Expenses for professional fees were $52,681 for the period ended June 30, 2017, as compared to $0 for the period from January 11, 2016 to June 30, 2016. These expenses consisted primarily of legal and accounting fees related to our public company reporting obligations and related to the APSL acquisition.
Comparison of the three months ended June 30, 2017 and the three months ended June 30, 2016
Our general and administrative expenses were $25,729 for the three months ended June 30, 2017, as compared to $1 for the three months ended June 30, 2016. For 2017, these expenses consisted primarily of office expenses, salaries, and OTC Markets annual filing fee.
Expenses for professional fees were $5,714 for the three months ended June 30, 2017, as compared to $0 for the three months ended June 30, 2016. These expenses consisted primarily of legal and accounting fees related to our public company reporting obligations.
Liquidity and Capital Resources
|
|
|
June 30,
2017
|
|
|
December 31,
2016
|
|
|
Change
|
|
|
Cash
|
|
$
|
13,665
|
|
|
$
|
42,000
|
|
|
$
|
(28,335
|
)
|
|
Total assets
|
|
$
|
13,665
|
|
|
$
|
42,000
|
|
|
$
|
(28,335
|
)
|
|
Total liabilities
|
|
$
|
212,619
|
|
|
$
|
92,619
|
|
|
$
|
120,000
|
|
|
Stockholders’ deficit
|
|
$
|
(198,954
|
)
|
|
$
|
(50,619
|
)
|
|
$
|
(148,335
|
)
|
Working Capital
|
|
|
June 30,
2017
|
|
|
December 31,
2016
|
|
|
Change
|
|
|
Current assets
|
|
$
|
13,665
|
|
|
$
|
42,000
|
|
|
$
|
(28,335
|
)
|
|
Current liabilities
|
|
$
|
212,619
|
|
|
$
|
92,619
|
|
|
$
|
120,000
|
|
|
Working capital deficiency
|
|
$
|
(198,954
|
)
|
|
$
|
(50,619
|
)
|
|
$
|
(148,335
|
)
|
The Company’s cash and cash equivalents, our only current assets, were $13,665 at June 30, 2017, as compared to $42,000 at December 31, 2016. The decrease in cash was primarily due to increased operating expenses related to compensation paid to accounting, legal and consulting service providers.
As at June 30, 2017, current liabilities consisted solely of $212,619 owed to related parties, as compared to December 31, 2016, current liabilities consisted solely of $92,619 owed to related parties. The increase in current liabilities is due to the operating expenses as discussed above and the advances from related parties to finance the operation of the Company.
Cash Flows
|
|
|
Six Months
|
|
|
January 11,
2016
|
|
|
|
|
|
|
|
Ended
|
|
|
(Inception) to
|
|
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
|
|
2017
|
|
|
2016
|
|
|
Change
|
|
|
Cash used in operating activities
|
|
$
|
(129,971
|
)
|
|
$
|
(1
|
)
|
|
$
|
(129,970
|
)
|
|
Cash provided by investing activities
|
|
|
1,636
|
|
|
|
-
|
|
|
$
|
1,636
|
|
|
Cash provided by financing activities
|
|
|
100,000
|
|
|
|
1
|
|
|
$
|
99,999
|
|
|
Net decrease in cash and cash equivalents for the period
|
|
$
|
(28,335
|
)
|
|
$
|
-
|
|
|
$
|
(28,335
|
)
|
Cash Flow from Operating Activities
During the six months ended June 30, 2017, our company used $129,971 in cash from operating activities, compared to $1 cash used in operating activities during the period from January 11, 2016 to June 30, 2016. The cash used from operating activities for the six months ended June 30, 2017 was due to a net loss of $126,382 and increased $3,589 for accounts payable assumed in the APSL acquisition.
Cash Flow from Investing Activities
During the six months ended June 30, 2017, the Company received cash of $1,636 resulting from the acquisition of APSL, compared to $Nil cash flow for investing activities during the three months ended March 31, 2016.
Cash Flow from Financing Activities
During the six months ended June 30, 2017 our company received $100,000 from a related party, compared to $1 cash flow for financing activities during the three months ended March 31, 2016.
Based on our current plans for the next 12 months, we anticipate that revenues from consulting contracts of our subsidiary APSL will be the primary organic source of funds for future operating activities in 2017. However, to fund operations and to acquire additional entities, as we may deem appropriate, we may raise capital through public or private offerings. There is no assurance that we will be able to obtain such funding on acceptable terms, if at all.
Critical Accounting Policies
We prepare our interim financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our interim financial statements.
While we believe that the historical experience, current trends and other factors considered support the preparation of our interim financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.
Recent Accounting Pronouncements
See Note 2 to the accompanying condensed consolidated financial statements for the Recent Accounting Pronouncements.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements.
