NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2016
(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, 2016, the Company had an accumulated deficit of $154,884 and used cash in operations of $33,699 for the nine
months ended September 30, 2016. 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 condensed unaudited
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.
(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, 2016 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.
(D)
Risks and Uncertainties
The
Company is a business whose planned principal operations is to provide merchandising and consulting services to the Craft beer
brewers and distributors as well as providing marketing support within the craft beer industry. The Company is currently conducting
research and development activities to operationalize certain high-risk environments.
During
the last year, the Company has continued to communicate with breweries, retailers and other key players in the industry and increasing
our online presence through our blog, Facebook and twitter pages. The Company also continues to seek additional funding to continue
to expand our presence in the industry.
The
Company's activities are subject to significant risks and uncertainties, including failing to secure any consulting agreements
and additional funding.
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.
ABV CONSULTING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2016
(UNAUDITED)
(C)
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.
(D)
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.
During
the three and nine months ended September 30, 2016, 100% of the Company’s revenues was received from one customer.
(E)
Segments
The
Company operates in one segment and therefore segment information is not presented.
(F)
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, 2016 and 2015, the company has no dilutive securities.
(G)
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.
(H)
Reclassification
Certain
amounts from prior periods have been reclassified to conform to the current period presentation
NOTE
3 – RECENT ACCOUNTING PRONOUNCEMENTS
In
February 2016, the FASB issued ASU 2016-02,
Leases
, which will amend current lease accounting to require lessees to recognize
(i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted
basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of,
a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors;
however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard
will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We
are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash
flows or financial condition.
ABV CONSULTING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2016
(UNAUDITED)
In
March 2016, the FASB issued ASU 2016-09,
Compensation – Stock Compensation: Improvements to Employee Share-Based Payment
Accounting
, which relates to the accounting for employee share-based payments. This standard addresses several aspects of
the accounting for share-based payment award transactions, including: (a) income tax consequences; (b) classification of awards
as either equity or liabilities; and (c) classification on the statement of cash flows. This standard will be effective for fiscal
years beginning after December 15, 2016, including interim periods within those fiscal years. We are currently reviewing the provisions
of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
In
April 2016, the FASB issued ASU 2016–10 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations
and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments
in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation
guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts
with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise
to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied
at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments
in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement
necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact
on our results of operations, cash flows or financial condition.
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
On
May 24, 2016 the Company borrowed $12,500 from an unrelated third party pursuant to the terms of non-interest bearing, unsecured
promissory note issued by the Company. The proceeds of the loan will be used for expenses to be incurred by the Company for filing
an application and payment of listing fees for the listing of its common stock on the OTCQB tier of the OTC Markets. The principal
amount of the loan will become due in full in the event the Company’s controlling shareholder fails to enter into an agreement
to sell his shares to a third party or upon a breach by any such shareholder under the terms of such agreement (the “Maturity
Date”). In the event the Company does not faithfully, and punctually perform all of its obligations under the terms of the
promissory note, the lender may, at its option, (i) declare the entire unpaid principal balance of the promissory note together
with accrued and unpaid interest at the highest lawful rate immediately due and payable; and (ii) pursue any other remedy available
to lender at law or in equity. On August 22, 2016, the Former Chief Executive Officer repaid the promissory note in the amount
of $12,500.
NOTE
5 – NOTE PAYABLE – RELATED PARTY
On
April 21, 2015, the Company entered into an unsecured promissory note in the amount of $20,000 with its Former Chief Executive
Officer. The note is due on April 21, 2017 and bears interest at a rate of 2% per annum. On August 22, 2016, The Former Chief
Executive Officer forgave the promissory note in the amount of $20,000 and accrued interest of $478. The forgiveness of the loans
and accrued interest has been treated as a capital contribution. Accrued interest at December 31, 2015 amounted to $278. (See
note 7.)
On
October 8, 2015, the Company entered into an unsecured promissory note in the amount of $15,000 with its Former Chief Executive
Officer. The note is due on October 8, 2017 and bears interest at a rate of 2% per annum. On August 22, 2016, The Former Chief
Executive Officer forgave the promissory note in the amount of $20,000 and accrued interest of $218. The forgiveness of the loans
and accrued interest has been treated as a capital contribution. Accrued interest at December 31, 2015 amounted to $69. (See note
7.)
NOTE
6 – COMMITMENTS AND CONTINGENCIES
On
August 22, 2016, The Former Chief Executive Officer entered into a consulting agreement with the Company whereby he agreed to
provide sales and customer service and collection of accounts receivable in exchange for the right to retain up to $4,000 of accounts
receivable due the Company. The agreement is on an “at-will” basis and may be terminated by the Company after 30 days’
notice. As of September 30, 2016, the Company has received and paid the Former Chief Executive Officer $2,000.
ABV CONSULTING, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2016
(UNAUDITED)
NOTE
7 – 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, 2016 and 2015, the Company imputed compensation of $1,625, $3,250, $1,625 and $4,872,
respectively, for services provided by its Former Chief Executive Officer.
On
August 22, 2016, in connection with the sale of a controlling interest in the Company, its Former Chief Executive Officer of the
Company entered into and closed on that certain Share Purchase Agreement (the “Agreements”) with Ms. Ping Zhang (“Ms.
Zhang”), whereby Ms. Zhang purchased from the Seller a total of 5,000,000 shares of the Company’s common stock (the
“Shares”) for an aggregate price of $228,400. In addition, The Former Chief Executive Officer agreed pay $25,186
of debts of the Company in addition to the cancellation of the $35,000 notes payable and accrued interest of $696. The Shares
acquired represent approximately 90.37% of the issued and outstanding shares of common stock of the Company.
NOTE
8 – SUBSEQUENT EVENTS
In
accordance with SFAS 165 (ASC 855-10) 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 except as follows:
Subsequent
to September 30, 2016 a related party advanced $16,953 to pay invoices on behalf of the Company. The amounts are payable
upon demand.