ABV CONSULTING, INC. FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains "forward-looking statements" within
the meaning of the safe harbor provisions of the
• Potential acquisition or merger targets;
• Business strategies;
• Future cash flows;
• Financing plans;
• Plans and objectives of management;
• Any other statements regarding future acquisitions, future cash needs,
future operations, business plans and future financial results; and
• Any other statements that are not historical facts.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
• Volatility or decline of our stock price;
• Potential fluctuation of quarterly results;
• Failure of the Company to earn revenues or profits;
• Inadequate capital to continue or expand our business, and inability to
raise additional capital or financing to implement its business plans;
• Decline in demand for our products and services;
• Rapid adverse changes in markets;
• Litigation with or legal claims and allegations by outside parties against
the Company;
• Insufficient revenues to cover operating costs;
• Inability to source attractive investment deal flow on terms favorable to
the Company; and
• Such other factors as discussed throughout Item 2, Management's Discussion
and Analysis of Financial Condition or Plan of Operation, of our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021 There is no assurance that we will be profitable, we may not be able to attract or retain qualified executives and personnel, we may not be able to obtain customers for future products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in our businesses.
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Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, or to reflect the occurrence of unanticipated events.
General Overview
On
On
On
Pursuant to the Agreement, in exchange for all of the outstanding shares of APSL, the Company would issue 1,980,000,000 shares of common stock of the Company (the "Exchange Shares") to the Sellers. The Exchange Shares to be allocated among the Sellers pro-rata based on each Seller's ownership of APSL prior to the Acquisition. The Exchange Shares to be subject to a lock-up as set forth in the Agreement.
On
At the closing of the Exchange, the Company acquired 100% of the outstanding
equity interests of APSL from the Sellers, and the Company issued to the
Sellers, pro-rata based on each Seller's ownership percentage of APSL prior to
the Exchange, 1,980,000,000 shares of the Company's common stock, par value
APSL was incorporated in
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On
On
The Share Exchange Agreement provided for the acquisition of all of the outstanding equity interests of Allied Plus ("Equity Interests") by the Company in consideration of the issuance of 1,980,000,000 shares of the Company's common stock (the "Shares") to the Shareholders. The Shares were issued to the Shareholders and the Equity Interests were transferred to the Company.
The Rescission Agreement provided that the Shareholders would return all of the Shares to the Company in consideration for the return of the Equity Interests to the Shareholders. The Shares would be cancelled and returned to the Company's treasury. The Shareholders signed stock powers ("Stock Powers") in favor of the Company, and the Stock Powers and Shares were delivered to the Company's transfer agent for cancellation.
With the completion of the Rescission Agreement, APSL is no longer a subsidiary of the Company.
Accordingly, APSL sold the 100% issued and outstanding equity of
On
Our address is Room 10C, 10/F,
We have one wholly subsidiary,
We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
Overview of Current Business
Our Company focuses on the acquisition of target companies with operations
located primarily in
Results of Operations
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. Assuming that we continue to require additional capital, and under ideal market conditions, we expect to raise additional capital through, among other things, the sale of equity or debt securities.
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Comparison of the three months ended
Three Months Ended
September 30,
2021 2020 Change
Revenue $ - $ - $ -
General and administrative expenses - 58 (58 )
Professional fees 16,453 12,555 3,898
Operation loss (16,453 ) (12,613 ) (3,840 )
Net loss $ (16,453 ) $ (12,613 ) $ (3,840 ) Our revenue was
Our general and administrative expenses were
Expenses for professional fees were
Comparison of the nine months ended
Nine Months Ended
September 30,
2021 2020 Change
Revenue $ - $ - $ -
General and administrative expenses 696 608 88
Professional fees 17,538 24,581 (7,043 )
Operation loss (18,234 ) (25,189 ) 6,955
Net loss $ (18,234 ) $ (25,189 ) $ 6,955 Our revenue was
Our general and administrative expenses were
Expenses for professional fees were
Liquidity and Capital Resources
September 30, December 31,
2021 2020 Change %
Cash $ 3,511 $ 3,428 $ 83 2 %
Total assets $ 3,511 $ 3,428 $ 83 2 %
Total liabilities $ 363,449 $ 345,132 $ 18,317 5 %
Stockholders' deficit $ (359,938 ) $ (341,704 ) $ (18,234 ) 5 %
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Working Capital
September 30, December 31,
2021 2020 Change %
Current assets $ 3,511 $ 3,428 $ 83 2 %
Current liabilities $ 363,449 $ 345,132 $ 18,317 5 %
Working capital deficiency $ (359,938 ) $ (341,704 ) $ (18,234 ) 5 %
As at
As at
Cash Flows The following table presents our cash flow for the nine months endedSeptember 30, 2021 , and 2020: Nine Months Ended 2021 2020 Change
Cash used in operating activities
1,320 - 1,320
Net change in cash and cash equivalents
Cash Flow from Operating Activities
The net cash used in operating activities for the nine months ended
The net cash used in operating activities for the nine months
Cash Flow from Financing Activities
During the nine months ended
Off-Balance Sheet Arrangements
As of
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