UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September
30, 2015
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________
to ______________
Commission File Number: 333-198567
ABV Consulting, Inc.
(Exact name of registrant as specified
in its charter)
Nevada |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
306 Clairmont Road, Villanova, PA |
|
19085 |
(Address of principal executive offices) |
|
(Zip Code) |
(215) 432-5553
(Registrant’s telephone number,
including area code)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
Accelerated filer ¨ |
|
|
Non-accelerated filer ¨ (do not check if smaller reporting company) |
Smaller reporting company x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
At November 13, 2015, the registrant had 5,533,000 shares
of common stock, par value $0.0001 per share, issued and outstanding.
ABV CONSULTING, INC.
FORM 10-Q REPORT
September 30, 2015
TABLE OF CONTENTS
|
Page
Number |
PART I - FINANCIAL INFORMATION |
|
|
|
Item 1. |
Financial Statements. |
1 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
2 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
7 |
Item 4. |
Controls and Procedures. |
7 |
|
|
|
PART II - OTHER INFORMATION |
|
|
|
Item 1. |
Legal Proceedings. |
8 |
Item 1A. |
Risk Factors. |
8 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
8 |
Item 3. |
Defaults Upon Senior Securities. |
8 |
Item 4. |
Mine Safety Disclosures. |
8 |
Item 5. |
Other Information. |
8 |
Item 6. |
Exhibits. |
9 |
|
|
|
SIGNATURES |
10 |
CAUTIONARY STATEMENT ON FORWARD-LOOKING
INFORMATION
This Quarterly Report on Form 10-Q (this
“Report”) contains “forward-looking statements”. Forward-looking statements discuss matters
that are not historical facts. 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,”
“expect,” “predict,” “project,” “forecast,” “potential,” “continue”
negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based
on various underlying assumptions and current expectations about the future and are not guarantees. Such statements
involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance
or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking
statements.
We cannot predict all of the risks and
uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions
described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the
accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various
places throughout this Report and include information concerning possible or assumed future results of our operations, including
statements about 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.
These forward-looking statements represent
our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other
factors. Many of those factors are outside of our control and could cause actual results to differ materially from the
results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time
than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed
in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this Report.
Except to the extent required by law,
we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events,
a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
PART I - FINANCIAL INFORMATION
Item 1. | | Financial Statements. |
Index to Financial Statements
Condensed Balance Sheets |
F-1 |
Condensed Statements of Operations |
F-2 |
Condensed Statements of Cash Flows |
F-3 |
Notes to Condensed Unaudited Financial Statements |
F-4 |
ABV CONSULTING
CONDENSED
BALANCE SHEETS
| |
September 30, | | |
December 31, | |
| |
2015 | | |
2014 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
| |
| | |
| |
CURRENT ASSETS | |
| | |
| |
Cash | |
$ | 4,647 | | |
$ | 30,624 | |
| |
| | | |
| | |
TOTAL CURRENT ASSETS | |
| 4,647 | | |
| 30,624 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 4,647 | | |
$ | 30,624 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT) | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
| |
| | | |
| | |
Accounts Payable | |
$ | 9,702 | | |
$ | 21,876 | |
Accrued Interest - Related Party | |
| 178 | | |
| - | |
| |
| | | |
| | |
TOTAL CURRENT LIABILITIES | |
| 9,880 | | |
| 21,876 | |
| |
| | | |
| | |
LONG TERM LIABILITIES | |
| | | |
| | |
Note Payable - Related Party | |
| 20,000 | | |
| - | |
TOTAL LIABILITIES | |
| 29,880 | | |
| 21,876 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| - | | |
| - | |
| |
| | | |
| | |
STOCKHOLDERS’ Equity / (Deficit) | |
| | | |
| | |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 and 0 shares issued and outstanding, respectively | |
| - | | |
| - | |
Common stock, $0.0001 par value, 100,000,000 shares authorized, 5,533,000 and 5,533,000 shares issued and outstanding, respectively | |
| 553 | | |
| 553 | |
Additional paid in capital | |
| 78,411 | | |
| 73,536 | |
Accumulated deficit | |
| (104,197 | ) | |
| (65,341 | ) |
TOTAL STOCKHOLDERS'S EQUITY / (DEFICIT) | |
| (25,233 | ) | |
| 8,748 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT) | |
$ | 4,647 | | |
$ | 30,624 | |
See accompanying notes to condensed unaudited financial statements.
ABV CONSULTING
CONDENSED
STATEMENTS OF OPERATION
(Unaudited)
|
|
For the Three Months
September 30, |
|
|
For the Nine Months
September 30, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Service Revenue, net |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
3,346 |
|
|
|
781 |
|
|
|
10,000 |
|
|
|
1,892 |
|
Professional fees |
|
|
8,278 |
|
|
|
14,904 |
|
|
|
28,678 |
|
|
|
17,928 |
|
Total Operating Expenses |
|
|
11,624 |
|
|
|
15,685 |
|
|
|
38,678 |
|
|
|
19,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS FROM OPERATIONS |
|
|
(11,624 |
) |
|
|
(15,685 |
) |
|
|
(38,678 |
) |
|
|
(19,820 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
101 |
|
|
|
- |
|
|
|
178 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss before provision for income taxes |
|
|
(11,725 |
) |
|
|
(15,685 |
) |
|
|
(38,856 |
) |
|
|
(19,820 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Income Taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS |
|
$ |
(11,725 |
) |
|
$ |
(15,685 |
) |
|
$ |
(38,856 |
) |
|
$ |
(19,820 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic and diluted |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding during the period - basic and diluted |
|
|
5,530,000 |
|
|
|
5,501,791 |
|
|
|
5,530,000 |
|
|
|
5,413,351 |
|
See
accompanying notes to condensed unaudited financial statements
ABV
CONSULTING
CONDENSED
STATEMENTS OF CASH FLOW
(Unaudited)
| |
For the Nine Months Ended
September 30, | |
| |
2015 | | |
2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
Net loss | |
$ | (38,856 | ) | |
$ | (19,820 | ) |
Imputed compernsation | |
| 4,875 | | |
| - | |
Adjustments to reconcile
net loss to net cash used in operating activities: | |
| | | |
| | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Increase / (Decrease)
in accounts payable | |
| (12,174 | ) | |
| 647 | |
Increase
in accrued interest - related party | |
| 178 | | |
| - | |
Net
Cash Used In Operating Activities | |
| (45,977 | ) | |
| (19,173 | ) |
| |
| | | |
| | |
CASH FLOWS FROM
FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from notes payable - related
party | |
| 20,000 | | |
| - | |
Proceeds from sale
of common stock | |
| - | | |
| 53,300 | |
Net
Cash Provided By Financing Activities | |
| 20,000 | | |
| 53,300 | |
| |
| | | |
| | |
NET INCREASE / (DECREASE) IN
CASH | |
| (25,977 | ) | |
| 34,127 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD | |
| 30,624 | | |
| 5,000 | |
| |
| | | |
| | |
CASH AND CASH EQUIVALENTS
AT END OF PERIOD | |
$ | 4,647 | | |
$ | 39,127 | |
| |
| | | |
| | |
Supplemental disclosure
of non cash investing & financing activities: | |
| | | |
| | |
Cash paid for income
taxes | |
$ | - | | |
$ | - | |
Cash paid for interest
expense | |
$ | - | | |
$ | - | |
See accompanying
notes to condensed unaudited financial statements
ABV CONSULTING
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS
OF SEPTEMBER 30, 2015
(UNAUDITED)
NOTE
1 – ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN
(A)
Organization
ABV
Consulting, Inc. (“The Company”) was originally organized in the State of Nevada on October 15, 2013. The Company
provides merchandising and consulting services to Craft beer brewers and distributors as well as providing marketing support within
the craft beer industry to retailers and other organizations as needed. While the Company does not directly produce alcoholic
beverages, it provides services to help businesses in the industry improve their marketing, sales and operations.
(B)
Going Concern
As
of September 30, 2015, the Company had an accumulated deficit of $104,197 and used cash in operations of $45,977 for the nine
months ended September 30, 2015. 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
(A)
Cash and Cash Equivalents
The
Company considers investments that have original maturities of three months or less when purchased to be cash equivalents.
(B)
Use of Estimates in Financial Statements
The
presentation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. Significant estimates during the periods covered
by these financial statements include the valuation of deferred tax asset and imputed compensation costs.
(C)
Basis of Presentation
The accompanying
unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The
United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.
Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results
of operations. The interim results for the period ended September 30, 2015 are not necessarily indicative of results for the full
fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments)
have been made which are necessary for a fair financial statements presentation. Certain 2014 balances have been reclassified
to conform to the 2015 presentation.
(D)
Fair value measurements and Fair value of Financial Instruments
The
Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods
for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level
1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level
2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived
from or corroborated by observable market data.
Level
3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best available information.
(E)
Revenue Recognition
The
Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all
cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the
service is performed and collectability of the resulting receivable is reasonably assured.
(F)
Segments
The
Company operates in one segment and therefore segment information is not presented.
(G)
Loss Per Share
The
basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average
number of common shares during the period. The diluted loss per share is calculated by dividing the Company's net loss available
to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average
number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of
September 30, 2015 and 2014, the company has no dilutive securities.
(H)
Income Taxes
The
Company accounts for income taxes under FASB Codification Topic 740-10-25 ("ASC 740-10-25"). Under ASC 740-10-25, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
(I)
Reclassification
Certain
amounts from prior periods have been reclassified to conform to the current period presentation
NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS
In
June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”.
The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue
resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters
into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition,
and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede
some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The
update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue
issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the
update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets
and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The
update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting
period. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial
condition.
In
June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation
( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved
after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees
share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved
after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved
after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in
Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities,
the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December
15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.
Entities
may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b)
retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period
presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the
cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements
should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition
is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected
to have a material impact on our results of operations, cash flows or financial condition.
In
August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements
Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.
Currently, there is no guidance in U.S. GAAP about management’s responsibility toevaluate whether there is substantial doubt
about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this
Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote
disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating
and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide
a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods,
(3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when
substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and
other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date
that the financial statements are issued (or available to be issued).
The
amendments in this Update are effective for public entities for annual periods ending after December 15, 2016. Early adoption
is permitted. The effect of adoption of this standard is not expected to have a material effect on the Company.
No
other accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are
not believed by the Company management, to have a material impact on the Company’s present or future financial statements.
NOTE
4 – NOTE PAYABLE – RELATATED PARTY
On
April 21, 2015 the Company entered into an unsecured promissory note in the amount of $20,000 with its Chief Executive Officer.
The note is due on April 21, 2017 and bears interest at a rate of 2% per annum. Accrued interest at September 30, 2015 amounted
to $178.
NOTE
5 – STOCKHOLDERS EQUITY
The
Company is authorized to issue up to 100,000,000 shares of common stock, par value $0.0001 and 10,000,000 preferred shares of
blank check shares par value $0.0001
During
the three and nine months ended September 30, 2015 the Company imputed compensation of $1,625 and $4,875 for services provided
by its Chief Executive Officer.
NOTE 6 – SUBSEQUENT EVENT
On October 8, 2015 the Company entered
into an unsecured promissory note in the amount of $15,000 with its Chief Executive Officer. The note is due on October 8, 2017
and bears interest at a rate of 2% per annum.
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion provides
information which management believes is relevant to an assessment and understanding of our results of operations and financial
condition for the quarter ended June 30, 2015. The discussion should be read along with our financial statements and notes thereto
contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks
and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking
statements. See “Cautionary Statement On Forward-Looking Information.”
Overview and Plan of Operations
ABV Consulting, Inc. has commenced operations and is beginning
to implement our business plan. Our operations have continued on building a brand and recruiting clients.
ABV Consulting, Inc. is in the business
of providing merchandising and consulting services to Craft beer brewers and distributors, as well as providing additional marketing
support within the craft beer industry to retailers and other organizations as needed. While we do not directly produce alcoholic
beverages, we provide services to help businesses in the industry improve their marketing, sales and operations. The company was
founded by Andrew Gavrin, a seasoned businessman who has worked in the alcoholic beverage field for the past 5 years after working
as a strategy consultant for consumer product and other companies. Mr. Gavrin recognized the opportunity for a robust independent
third party company that could help Craft brewers and distributors create and implement marketing, promotional and merchandising
plans while working in the industry following 3 years as a strategy consultant.
During the three months ending September
30, 2015, we have spent considerable time building our brand online as well as conducting meetings with potential clients in order
to generate revenue.
Social media has been a key focus on
ABV Consulting, Inc.'s work as it is both the source of information for many craft beer brewers, distributors, retailers and consumers.
We have actively engaged with both Twitter (@abvbeer) and Facebook (/abvconsulting), providing content relevant to our audience.
Our follower base has consistently grown and now includes over 11,000 Twitter followers and close to 700 "likes" on Facebook.
During the three months ending September
30, 2015, the company has met with breweries, retailers and other industry experts for which ABV Consulting, Inc. may be able to
provide support. Potential engagements could include developing and running promotions, driving foot traffic to retail accounts,
providing start-up and expansion support and offering general marketing support. We will continue exploring these relationships
in the coming months and hope to advance discussions into concrete engagements in accordance with our business plan and objectives.
Now that ABV Consulting, Inc. has established
a baseline of content on its Facebook and Twitter sites, the company plans to drive more engagement and enhance credibility. Additionally,
using the ABV Consulting, Inc. blog platform as a content generator, additional industry insights generated by the company will
have a broader audience following.
ABV Consulting, Inc. will be continuing to work closely with
the breweries, distributors and retailers with which relationships have already been formed with the hope that it may be able to
turn the relationships into paid engagements. ABV Consulting, Inc. will also continue its marketing efforts in order to attract
new potential clients and build additional relationships.
Critical Accounting Policies and
Estimates
Use of Estimates in Financial
Statements
The presentation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates. Significant estimates during the period covered by these financial statements include the valuation
of deferred tax asset and imputed compensation costs.
Emerging Growth Company
We are not currently required to comply
with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal
assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company,
we will be required to comply with certain of these rules, which will require management to certify financial and other information
in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial
reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will
not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until
the year following our first annual report required to be filed with the SEC.
We will remain an “emerging growth
company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700
million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December
31, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an “emerging
growth company” immediately.
Our independent registered public accounting
firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of
the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth
company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event
it is not satisfied with the level at which our controls are documented, designed or operating.
Fair value measurements and Fair
value of Financial Instruments
The Company adopted ASC Topic 820, Fair
Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes
a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1-Inputs are unadjusted quoted
prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted
prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable
market data.
Level 3-Inputs are unobservable inputs
which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the
asset or liability based on the best available information.
The Company did not identify any assets
or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820.
Due to the short-term nature of all
financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet date.
Revenue Recognition
The Company recognizes revenue on arrangements
in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the
price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the
resulting receivable is reasonably assured.
The Company recognized revenues from
two primary sources:
1. Consulting Services: The marketing
and pro bono efforts actively taken by the Company to date have been with the goal of securing clients who will be paying the Company
to perform consulting services for them. These clients are expected to be brewers, distributors and retailers.
a. The Company is actively promoting
its ability to assist potential clients in a range of services in their marketing, promotion, merchandising and sales efforts.
These can include everything from developing a brand from scratch to creating a cohesive marketing strategy to developing a one-off
promotion or merchandising concept for a client to executing a series of samplings or promotions.
b. The revenue generated will be dependent
on the type of work performed. For a larger strategy project, the Company anticipates charging a client by the hour, whereas for
a one-off promotion, a set price will likely be the pricing structure. To provide staffing for implementation of an idea, the Company
expects a per event cost structure.
2. Proprietary Events: Based on the
success of the charitable beer festival which the Company developed, managed and executed early in 2014, we believe that there
is an opportunity to create proprietary events which could generate revenue for the Company. The Company would manage all of the
aspects of the event - from the theme to the logistics to the marketing to the staffing and execution, and in turn, would receive
all of the revenue from such events.
In addition to the two primary sources
of expected revenue outlined above, the Company believes that there will be additional, though currently unplanned for, opportunities
for revenue. These could include online advertising revenue from other companies looking to attract a similar customer base, providing
training on Craft beer to the general public, and licensing custom merchandising pieces for breweries, as well as other opportunities
that are yet unforeseen.
In August 2014, the FASB issued Accounting
Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40)
– Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there
is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s
ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance.
In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments
require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain
principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial
doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the
mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result
of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is
not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued
(or available to be issued).
The amendments in this Update are effective
for public entities for annual periods ending after December 15, 2016. Early adoption is permitted. The effect of adoption
of this standard is not expected to have a material effect on the Company.
Results of Operations
For the Three Months Ended September
30, 2015 as Compared to the Three Months Ended September 30, 2014
We have conducted minimal operations
during the three months ended September 30, 2015, and we have not generated revenues during this period. We had net losses
of $11,725 for the three months ended September 30, 2015 as compared to $15,685 for the three months ended September 30, 2014.
During the three months ended September
30, 2015, we experienced general and administrative expenses of $3,346 and professional fees of $8,278 for total expenses of $11,624.
These expenses consist of professional fees for legal and accounting fees. For the three months ended September 30, 2014 we experienced
general and administrative expenses of $781 and professional fees of $14,904 for total expenses of $15,685.
For the Nine Months Ended September
30, 2015 as Compared to the Nine Months Ended June 30, 2014
We have conducted minimal operations
during the nine months ended September 30, 2015, and we have not generated revenues during this period. We had net losses
of $38,858 for the nine months ended September 30, 2015 as compared to $19,820 for the nine months ended September 30, 2014.
During the nine months ended September
30, 2015, we experienced general and administrative expenses of $10,000 and professional fees of $28,678 for total expenses of
$38,678. These expenses consist of professional fees for legal and accounting fees. For the nine months ended September 30, 2014
we experienced general and administrative expenses of $1,892 and professional fees of $17,928 for total expenses of $19,820.
Liquidity and Capital Resources
Liquidity is the ability of a company
to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
We have been funding our operations through the sale of our common stock.
Our primary uses of cash have been for
legal, accounting and audit fees. The following trends are reasonably likely to result in a material decrease in our liquidity
in the near term:
|
● |
Development of a Company website |
|
|
|
|
● |
Exploration of potential marketing and advertising opportunities, and |
|
|
|
|
● |
The cost of being a public company |
Our net revenues are not sufficient
to fund our operating expenses. At September 30, 2015, we had a cash balance of $4,647. Since inception, we raised $68,300
from the sale of common stock and $20,000 in notes from our President and CEO to fund our operating expenses, pay our obligations,
and grow our company. We currently have no material commitments for capital expenditures. We may be required to raise additional
funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate
that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under
our present operating expectations, without further financing, for up to 12 months. Other than working capital, we presently have
no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations
and to provide working capital necessary for our ongoing operations and obligations. We may need to raise significant additional
capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in
2015. Therefore our future operations may be dependent on our ability to secure additional financing. Financing
transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.
However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult
to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible
that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements
that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders
may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing
holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability
to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail
our marketing and development plans and possibly cease our operations.
We anticipate that depending on market
conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised
substantial doubt about our ability to continue as a going concern.
Our liquidity may be negatively impacted
by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate
governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities
and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial
compliance costs and to make some activities more time consuming and costly.
Going Concern
As of September 30, 2015, the Company
had an accumulated deficit of $104,197 and used cash in operations of $45,977 for the nine months ended September 30, 2015. 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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Contractual Obligations
We do not have any contractual obligations at this time.
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk. |
Smaller reporting companies are not
required to provide the information required by this item.
Item 4. |
Controls and Procedures. |
Evaluation of Disclosure Controls
and Procedures
Pursuant to Rule 13a-15(b) under the
Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of
the Company's management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim
principal accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's
Chief Executive Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including Chief Executive Officer, as appropriate, to allow timely decisions regarding
required disclosure.
Changes in Internal Controls over
financial reporting
No change in our internal control over
financial reporting occurred during the last quarter that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. |
Legal Proceedings. |
We are currently not involved in any
litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or
affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors
in their capacities as such, in which an adverse decision could have a material adverse effect.
Smaller reporting companies are not required to provide the
information under this item.
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
Item 3. |
Defaults Upon Senior Securities. |
None.
Item 4. |
Mine Safety Disclosures. |
Not applicable.
Item 5. |
Other Information. |
None.
Exhibit
Number |
|
Exhibit Title |
31.1 |
|
Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1+ |
|
Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
XBRL Instance Document |
101.SCH |
|
XBRL Taxonomy Schema |
101.CAL |
|
XBRL Taxonomy Calculation Linkbase |
101.DEF |
|
XBRL Taxonomy Definition Linkbase |
101.LAB |
|
XBRL Taxonomy Label Linkbase |
101.PRE |
|
XBRL Taxonomy Presentation Linkbase |
+In accordance with SEC Release 33-8238, Exhibit 32.1 is
being furnished and not filed.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
ABV CONSULTING, INC. |
|
|
November 13, 2015 |
By: |
/s/ Andrew Gavrin |
|
|
Andrew Gavrin |
|
|
President, Chief Executive Officer, Chief Financial Officer
and Director
(Principal Executive Officer and Principal Accounting Officer) |
Exhibit 31.1
Certification of Principal Executive
Officer and Principal Financial and Accounting Officer
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
I, Andrew Gavrin, certify that:
1. I have reviewed this report for the period ended September
30, 2015 of ABV Consulting, Inc.
2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and we have:
a) designed such
disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) evaluated the
effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in
this report any change in registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying
officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a) all significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant's internal control over
financial reporting.
|
|
|
|
November 13, 2015 |
By: |
/s/Andrew Gavrin |
|
|
Andrew Gavrin |
|
|
President, Chief Executive Officer, Chief Financial Officer
and Director
(Principal Executive Officer and Principal Accounting Officer) |
Exhibit 32.1
Certification of Principal Executive
Officer
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the quarterly report
of ABV Consulting, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Andrew Gavrin, President of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
November 13, 2015 |
By: |
/s/Andrew Gavrin |
|
|
Andrew Gavrin |
|
|
President, Chief Executive Officer Director
(Principal Executive Officer) |
The
foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document
Certification of Principal Financial
and Accounting Officer
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002
In connection with the quarterly report
of ABV Consulting, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Andrew Gavrin, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
November 13, 2015 |
By: |
/s/Andrew Gavrin |
|
|
Andrew Gavrin |
|
|
Chief Financial Officer
(Principal Accounting Officer) |
The
foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document
ABV Consulting (CE) (USOTC:ABVN)
Historical Stock Chart
From Aug 2024 to Sep 2024
ABV Consulting (CE) (USOTC:ABVN)
Historical Stock Chart
From Sep 2023 to Sep 2024