ABV CONSULTING, INC. FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the safe harbor provisions of the
· 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 its 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 deal flow on terms favorable to
the Company; and
· Such other factors as discussed throughout Item 2, Management's Discussion
and Analysis of Financial Condition or Plan of Operation, of our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020 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.
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General Overview
The Company was originally formed to engage in merchandising and consulting services to craft beer brewers and distributors, as well as providing additional branding and marketing support within the craft beer industry to retailers and other organizations. The Company's customer base consisted of alcohol beverage manufacturers, distributors, retailers, beer festival operators and other organizations involved in the sale and marketing of craft beer.
We focused our early efforts on pro bono engagements and secured one paid
engagement for
On
On
On
Pursuant to the Agreement, in exchange for all of the outstanding shares of APSL, the Company would issue 1,980,000,000 shares of common stock of the Company (the "Exchange Shares") to the Sellers. The Exchange Shares to be allocated among the Sellers pro-rata based on each Seller's ownership of APSL prior to the Acquisition. The Exchange Shares to be subject to a lock-up as set forth in the Agreement.
On
At the closing of the Exchange, the Company acquired 100% of the outstanding
equity interests of APSL from the Sellers, and the Company issued to the
Sellers, pro-rata based on each Seller's ownership percentage of APSL prior to
the Exchange, 1,980,000,000 shares of the Company's common stock, par value
APSL was incorporated in
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On
On
The Share Exchange Agreement provided for the acquisition of all of the outstanding equity interests of Allied Plus ("Equity Interests") by the Company in consideration of the issuance of 1,980,000,000 shares of the Company's common stock (the "Shares") to the Shareholders. The Shares were issued to the Shareholders and the Equity Interests were transferred to the Company.
The Rescission Agreement provided that the Shareholders would return all of the Shares to the Company in consideration for the return of the Equity Interests to the Shareholders. The Shares would be cancelled and returned to the Company's treasury. The Shareholders signed stock powers ("Stock Powers") in favor of the Company, and the Stock Powers and Shares were delivered to the Company's transfer agent for cancellation.
With the completion of the Rescission Agreement, APSL is no longer a subsidiary of the Company.
Accordingly, APSL sold the 100% issued and outstanding equity of
Our address is Unit 1101-1102, 11/F,
We have one wholly subsidiary,
We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
Overview of Current Business
Our Company focuses on the acquisition of target companies with operations
located primarily in
Results of Operations
The following summary of our results of operations should be read in conjunction with our financial statements included elsewhere in this quarterly report.
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. Assuming that we continue to require additional capital, and under ideal market conditions, we expect to raise additional capital through, among other things, the sale of equity or debt securities.
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Comparison of the three months ended
Three Months Ended
March 31,
2020 2019 Change
Revenue $ - $ - $ -General and administrative expenses 359 13,876 (13,517 ) Professional fees
3,078 16,155 (13,077 )
Loss from continuing operations (3,437 ) (30,031 ) (26,594 ) Loss from discontinued operations
- - -
Net loss $ (3,437 ) $ (30,031 ) $ (26,594 ) Our revenue was
Our general and administrative expenses were
Expenses for professional fees were
Liquidity and Capital Resources
March 31, December 31,
2020 2019 Change
Cash $ 4,271 $ 4,348 $ (77 )
Total assets $ 4,271 $ 4,348 $ (77 )
Total liabilities $ 312,656 $ 309,296 $ 3,360
Working Capital
March 31, December 31,
2020 2019 Change
Current assets $ 4,271 $ 4,348 $ (77 )
Current liabilities $ 312,656 $ 309,296 $ 3,360
Working capital deficiency $ (308,385 ) $ (304,948 ) $ (3,437 ) As at
As at
Cash Flows The following table presents our cash flow for the three months endedMarch 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Change
Cash used in operating activities
- 5,580 (5,580 )
Net change in cash and cash equivalents
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Cash Flow from Operating Activities
Cash flows used in operations decreased
Cash Flow from Financing Activities
During the three months ended
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of
operations are based upon our unaudited consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in
For a complete description of our critical accounting policies and estimates,
refer to our 2019 Annual Report on Form 10-K filed with the
Recent accounting pronouncements
Management has considered all recent accounting pronouncements issued. Management believes that these recent pronouncements will not have a material effect on our company's financial statements.
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