ABVN ABV Consulting Inc (CE)

Notes to the Financial Statements

December 31, 2016 and 2015

NOTE 1 – ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN

Organization

ABV Consulting, Inc. (“The Company”) was originally organized in the State of Nevada on October 15, 2013. The Company was seeking investment opportunity in the years 2015 and 2016. On February 24, 2017, the Company acquired Allied Plus (Samoa) Limited (incorporated in Samoa), which is based in Hong Kong, China and with principal activities 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. Please refer to Note 8 for the details of the acquisition.

Going Concern

As of December 31, 2016, the Company had an accumulated deficit of $181,943 and net loss of $69,872 and used cash in operations of $67,332 for the year ended December 31, 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 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

Basis of Presentation

The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of three months or less, which are readily convertible to known amounts of cash.

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.

Fair value of Financial Instruments

The Company's financial instruments consist primarily of cash, accounts receivable, and accounts payable. The carrying amounts of such financial instruments approximate their respective estimated fair value due to their short-term maturities.

Foreign Currency Translation

The Company's reporting currency is the U.S. dollars (“USD”). The functional currency of the Company is the Hong Kong dollar (“HKD”). All transactions initiated in HKD are translated into USD in accordance with ASC 830-30, "Translation of Financial Statements," as follows:

Adjustments arising from such translations are included in accumulated other comprehensive income in shareholders’ equity. No significant realized exchange gains or losses were recorded during the year ended December 31, 2016 and 2015.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 5).

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.

Earnings (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 December 31, 2016, and 2015, the company has no dilutive securities.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes.”. Under ASC 740, 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, 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.

The Company’s income tax expense differs from the “expected” tax expense for federal income tax purpose by applying the Federal rate of 35% as follows:

The components of deferred income taxes are as follows:

As of December 31, 2016, the Company has a net operating loss carry forward of approximately $139,900 available to offset future taxable income, which will begin to expire in 2033. The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code Section 382.

Tax returns for the years ended December 31, 2016, 2015 and 2014 are subject to examination by the United States tax authority.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation

NOTE 3- RECENT ACCOUNTING PRONOUNCEMENTS

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “'Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented.

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09.

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis.

In December 2016, the FASB has issued Accounting Standards Update (ASU) No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein.

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s 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. The forgiveness of the loans and accrued interest has been treated as a capital contribution. (See Note 6).

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 (“CEO”). 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 CEO. 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 $15,000 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 6.)

NOTE 6 – STOCKHOLDERS EQUITY

The Company is authorized to issue up to 3,000,000,000 shares of common stock, par value $0.0001 and 10,000,000 preferred shares of blank check shares par value $0.0001.

On December 19, 2016, the board of directors and the stockholders of the Company approved, each by written consent, an amendment to the Company’s articles of incorporation which had the effect of increasing the authorized number of shares of the Company’s common stock from 100,000,000 shares of common stock, par value $0.0001 to 3,000,000,000 shares of common stock, par value of $0.0001 per share.

During the year ended December 31 2016 and 2015, the Company imputed compensation of $3,250 and $6,500 respectively, for services provided by its Former CEO.

On August 22, 2016, in connection with the sale of a controlling interest in the Company, its Former CEO 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 $228,400.00. In addition, The Former Chief Executive Officer agreed to 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.

During the year ended December 31, 2016, the Company’s former CEO paid operating expenses on behalf of company and forgave the debt of $15,269 and the Company recognized as contribution of capital.

NOTE 7 – COMMITMENTS AND CONTNGENCIES

On August 22, 2016, The Former CEO 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 in on an “at-will” basis and may be terminated by the Company after 30 days notice. During the year ended December 31, 2016, the Company terminated the agreement and has received and paid the Former CEO $2,000.