Forward-Looking Statements

Management's statements contained in this portion of the prospectus are not historical facts and are forward-looking statements. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, those matters discussed under the section entitled "Risk Factors," above. Such risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Our Plan for the Next 12 Months

On December 31, 2018, the Company completed the transactions contemplated by a certain Share Exchange Agreement entered into by and between the Company and Mr. Andrew Eddy, an individual residing in Great Britain and owner of 100% of the issued and outstanding capital shares of V Beverages, a company organized under the laws of the United Kingdom (the "Share Exchange Agreement"). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding capital shares of V Beverages (the "V Beverage Shares"). At the closing of the transactions under the Share Exchange Agreement, Mr. Eddy transferred and sold all of the V Beverage Shares to the Company in exchange for 15,750,000 shares of the Company's common stock, par value $0.001, which the Company issued on April 17, 2019. Subsequent to the completion the transactions under the Share Exchange Agreement, V Beverages is operated as the Company's wholly-owned subsidiary.

The Company is focused entirely on the business of its wholly owned subsidiaries. Our subsidiary, V Beverages, owns 100% of the issued and outstanding capital shares of MaxChater Ltd., a company organized under the laws of the United Kingdom, which it acquired on August 1, 2018. MaxChater serves as our wholly-owned operating subsidiary that is solely engaged in the business of designing, producing, marketing and selling low carbon, eco-friendly alcoholic beverages.

Momentous Holdings Corp. Group Structure





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We are a modern craft beverage company, founded in 2015, that is based in London, United Kingdom. We design, produce, market and sell handcrafted, award-winning alcohol beverage products with a portfolio consisting of gin, vodka, bitter aperitif and ready-to-drink cocktails ("RTD").

Our strategy is to produce premium products with minimal impact to the environment through the use of modern technology during production. Our methods help us to conserve energy and reduce water waste whilst delivering what we believe is a superior product. We also focus on environmentally friendly and recyclable packaging to reduce our carbon footprint. We are also looking to employ carbon offsetting in order to meet our carbon neutral status target by the end of 2020.

The following is a list of milestones we wish to accomplish within the next twelve months.

Secure necessary funding to meet additional expenses of being a public company and to expand operations

Product Development, Facility improvements and Equipment upgrades

Parent Company name change to better reflect new business

Engage in advertising and marketing programs, through both traditional sources and social media

Develop/Complete development of Cannabinoid infused alcoholic beverages

Hire additional skilled employees to complete our team, such as brand ambassadors

Develop an advisory committee to complement the board and employees of the Company

Develop additional corporate governance standards, including formation of independent majority compliance, audit and compensation committees

Continuation of MaxChater annual growth, in terms of both units sold and annual revenues

Our first major milestones are expected to be securing funds and increasing the scale of our production. This is our primary focus. In three years, we hope to have established our brand, products and corporate presence in the United States, and internationally.





Revenue

Revenue (including related party revenue) for the six (6) month period ended November 30, 2019 (successor) was $109,432, for the four (4) month period ended November 30, 2018 (successor) was approximately $59,351 and for the two (2) month period ended July 31, 2018 (predecessor) was approximately $26,067.

Gross Profit for the six (6) month period ended November 30, 2019 (successor) was $31,014, for the four (4) month period ended November 30, 2018 (successor) was approximately $16,559 and for the two (2) month period ended July 31, 2018 (predecessor) was approximately $3,508.









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Operating Expenses

Operating expenses for the six (6) month period ended November 30, 2019 (successor) were $120,616, for the four (4) month period ended November 30, 2018 (successor) were approximately $89,504 and for the two (2) month period ended July 31, 2018 (predecessor) were approximately $27,358.

Operating expenses for the successor periods consisted of general and administrative expenses and increased due to the acquisition and increase of V Beverages operating activities following the acquisition of MaxChater by V Beverages.

Operating expenses for the predecessor one (1) month period ended July 31, 2018 consisted of general and administrative expenses of MaxChater.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business plan and the professional fees associated with our being a reporting company under the U.S. Securities Exchange Act of 1934.





Net Loss

Net loss for the six (6) month period ended November 30, 2019 (successor) was $81,324 for the four (4) month period ended November 30, 2018 (successor) was approximately $69,111 and for the two (2) month period ended July 31, 2018 (predecessor) was approximately $21,169.

Liquidity and Capital Resources

As of November 30, 2019, we had total current assets of $73,601, consisting of cash of $39,619, accounts receivable of $29,817, and prepaid expenses and other of $4,165 We had total current liabilities of $303,416 as of November 30, 2019 consisting of advances from related parties of $174,525, accounts payable of $35,982, taxes payable of $61,538, bank overdraft of $9,036, and other liabilities of $22,335. Accordingly, we had a working capital deficit of $229,815 as of November 30, 2019.

As of May 31, 2019 (successor), we had total current assets of $27,871, consisting of cash of $4,840, accounts receivable of $19,547 and prepayments and other receivables of $3,484. We had current liabilities of $184,423 as of May 31, 2019. We therefore had a working capital deficit of $156,552 as of May 31, 2019.

Operating activities resulted in a net cash outflow of $42,026 for the six (6) month period ended November 30, 2019.

Our ability to operate beyond the next twelve (12) months is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Our currently available funds will allow us to operate for another two (2) months. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.









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Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had a working capital deficit of $229,815, a total stockholders' deficit of $175,907 at November 30, 2019 and an accumulated deficit at that date of $233,929. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Directors are also in agreement that they will make unsecured loans to the business as necessary until such future funding can be secured.

Off Balance Sheet Arrangements

As of November 30, 2019, there were no off balance sheet arrangements.





Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most "critical accounting policies" in the Management Discussion and Analysis. The SEC indicated that a "critical accounting policy" is one which is both important to the portrayal of a company's financial condition and results, and requires management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

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