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    ABVN   US00083Q1022

ABV CONSULTING, INC.

(ABVN)
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ABV CONSULTING : Management's Discussion and Analysis of Financial Condition or Plan of Operation (form 10-Q)

08/14/2020 | 12:43pm EST

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 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 June 30, 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


ABV Consulting, Inc. ("we," "us," "our," "ABVN" or the "Company") was incorporated in the state of Nevada on October 15, 2013. At formation, the Company authorized 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. In connection with our formation, the Company's founder, Andrew Gavrin, received 5,000,000 shares of common stock as founder shares, and Mr. Gavrin served as the Company's chief executive officer, chief financial officer and sole director from the time of incorporation until August 22, 2016.

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 $2,000 by the close of our second quarter in 2016.

On August 22, 2016, in connection with the sale of a controlling interest in the Company, Mr. Gavrin sold to Ms. Ping Zhang the entire amount of his 5,000,000 shares of common stock for an aggregate price of $228,400 (the "Change of Control Transaction"). In connection with the Change of Control Transaction, Mr. Gavrin agreed pay $25,186.25 of debts of the Company in addition to the cancellation of $35,000 worth of debt owed to him by the Company. Concurrent with the Change of Control Transaction, Mr. Gavrin resigned from all corporate officer and director roles, and was replaced in all roles by Mr. Wai Lim Wong.

On December 19, 2016, the Company amended its articles of incorporation to increase the authorized number of shares of the Company's common stock from 100,000,000 to 3,000,000,000 shares, par value $0.0001.

On February 24, 2019, ABV entered into a Share Exchange Agreement (the "Agreement") with Allied Plus (Samoa) Limited, an international company incorporated in Samoa with limited liability ("APSL"), and each of APSL's shareholders (collectively, the "Sellers"), pursuant to which, and subject to the terms and conditions contained therein, the Company would effect an acquisition of APSL by acquiring from the Sellers all outstanding equity interests of APSL (the "Acquisition").

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 February 28, 2019, ABV closed the share exchange (the "Exchange") pursuant to the terms of Agreement. In connection with the closing, on February 28, 2019, the Company filed Articles of Exchange with the Secretary of State for the State of Nevada, which Articles of Exchange became effective upon filing.

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 $0.0001 per share (representing approximately 99.72% of the Company's outstanding common stock). As a result, the Sellers became stockholders of the Company and APSL became a subsidiary of the Company.

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 People's Republic of China's broad "One Belt, One Road" regional investment and development initiative, and for other purposes.




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On June 19, 2019, APSL acquired 100% issued and outstanding equity of ABV Consulting Limited ("ABV HK") which was incorporated in Hong Kong, China, and ABV HK became the wholly subsidiary of APSL.

On December 19, 2019, the board of directors of ABV and certain shareholders of the Company ("Shareholders") entered into a Mutual Rescission Agreement (the "Rescission Agreement"). The Rescission Agreement rescinded the share exchange agreement dated February 24, 2019 (the "Share Exchange Agreement"), between the equity interest owners of Allied Plus (Samoa) Limited ("Allied Plus"), who are also the Shareholders, and the Company.

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 ABV Consulting Limited ("ABV HK") to the Company, and ABV HK became our wholly owned subsidiary.

Our address is Unit 1101-1102, 11/F, Railway Plaza, 39 Chatham Road S., Tsim Sha Tsui, Kowloon, Hong Kong. Our corporate website is www.abvnus.com.

We have one wholly subsidiary, ABV Consulting Limited (HK), a Hong Kong company.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.



Change in Control


On June 24, 2020, the Company's major shareholder transferred 4,750,000 shares (the "Shares") of the Company's issued and outstanding stock to Kang Min Global Holdings Limited, an international business company incorporated in the Republic of Seychelles ("Kang Min"). The transfer constitutes 85.8% of the issued common stock of the company, making the transfer a change in control.



Overview of Current Business


Our Company focuses on the acquisition of 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.. 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.



Results of Operations


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 June 30, 2020 and 2019



                                        Three Months Ended
                                             June 30,
                                        2020          2019         Change        %
Revenue                               $       -     $       -     $      -         -
General and administrative expenses         191           229          (38 )     (17 %)
Professional fees                         8,948        11,387       (2,439 )     (21 %)
Operating loss                                -             -            -         -
Provision for income taxes                    -             -            -         -
Net loss                              $  (9,139 )   $ (11,616 )   $  2,477       (21 %)





Our revenue was $0 for the three months ended June 30, 2020 and 2019.

Our general and administrative expenses were $191 for the three months ended June 30, 2020, as compared to $229 for the same period in 2019. The decrease in general and administrative expenses was primarily due to the effects of COVID-19 causing a decrease in general and administrative expense in this period

Expenses for professional fees were $8,948 for the three months ended June 30, 2020, as compared to $11,387 for the same period in 2019. The decrease in professional fees was primarily due to the effects of COVID-19 causing a decrease in professional fees in this period.

Comparison of the six months ended June 30, 2020 and 2019



                                         Six Months Ended
                                             June 30,
                                        2020          2019         Change         %
Revenue                               $       -     $       -     $       -         -
General and administrative expenses         550        14,105       (13,555 )     (96 %)
Professional fees                        12,026        27,542       (15,516 )     (56 %)
Operating loss                          (12,576 )     (41,647 )      29,071       (70 %)
Net loss                              $ (12,576 )   $ (41,647 )   $  29,071       (70 %)



Our revenue was $0 for the six months ended June 30, 2020 and 2019.

Our general and administrative expenses were $550 for the six months ended June 30, 2020, as compared to $14,105 for the same period in 2019. The decrease in general and administrative expenses was primarily due to the effects of COVID-19 causing a decrease in general and administrative expense in this period

Expenses for professional fees were $12,026 for the six months ended June 30, 2020, as compared to $27,542 for the same period in 2019. The decrease in professional fees was primarily due to the effects of COVID-19 causing a decrease in professional fees in this period.

Liquidity and Capital Resources




                    June 30,       December 31,
                      2020             2019           Change       %
Cash                $   4,197     $        4,348     $   (151 )     (3 %)
Total assets        $   4,197     $        4,348     $   (151 )     (3 %)
Total liabilities   $ 321,721     $      309,296     $ 12,425        4 %





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Working Capital



                              June 30,       December 31,
                                2020             2019           Change        %
Current assets               $    4,197     $        4,348     $    (151 )    (3 %)
Current liabilities          $  321,721     $      309,296     $  12,425       4 %
Working capital deficiency   $ (317,524 )   $     (304,948 )   $ (12,576 )     4 %



As of June 30, 2020, current assets only consisted of $4,197 cash, as compared to December 31, 2019, current assets only consisted of $4,348 cash.

As of June 30, 2020, current liabilities consisted of accounts payable of $6,675 and $315,046 owed to a related party, as compared to December 31, 2019, current liabilities consisted of accounts payable of $19,087 and $290,209 owed to a related party. The increase in current liabilities is due to the operating expenses paid by a related party.



Cash Flows



The following table presents our cash flow for the six months ended June 30,
2020 and 2019:



                                            Six Months Ended
                                                June 30,
                                           2020         2019         Change         %

Cash used in operating activities $ (151 ) $ (15,177 ) $ 15,026 (99 %) Cash provided by financing activities

           -        14,643       (14,643 )     (100 %)

Net change in cash and cash equivalents $ (151 ) $ (534 ) $ 383 (72 %)

Cash Flow from Operating Activities

Cash flows used in operations decreased $15,026 to $151 during the six months ended June 30, 2020, mainly due to increased expenses paid by a related party.

Cash Flow from Financing Activities

During the six months ended June 30, 2020, our company did not have any financing activities. During the six months ended June 30, 2020, the operating expenses paid by a related party were $24,837.

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 the United States of America. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates.

For a complete description of our critical accounting policies and estimates, refer to our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 15, 2020.




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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.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 - - -
Net income 2020 -0,04 M - -
Net cash 2020 0,00 M - -
P/E ratio 2020 -15,2x
Yield 2020 -
Capitalization 1,38 M 1,38 M -
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees -
Free-Float 14,2%
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