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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 ~~March~~June 3130, 2020

¨ ☐ TRANSITION REPORT UNDER 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

46-3997344

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

Unit 1101-1102, 11/F, Railway Plaza, 39 Chatham Road S., Tsim Sha Tsui,Kowloon, Hong Kong		N/A
Unit 1101-1102, 11/F, Railway Plaza, 39 Chatham Road S., Tsim Sha Tsui, Kowloon, Hong Kong		N/A
(Address of principal executive offices)		(Zip Code)

(852) 3758 2226

(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. ☒ xYes ☐ ~~YES ¨ NO~~No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such fi les). ☒ xYes ☐ ~~YES ¨ NO~~No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer x☒ Smaller reporting company x☒ Emerging growth company x☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ ~~YES x~~☐ NOYes ☒ No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~June~~August 1910, 2020 the registrant had 5,533,000 shares of common stock, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION.
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation.	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1718
Item 4.	Controls and Procedures.	1718
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	1920
Item 1A.	Risk Factors.	1920
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1920
Item 3.	Defaults Upon Senior Securities.	1920
Item 4.	Mine Safety Disclosures.	1920
Item 5.	Other Information.	1920
Item 6.	Exhibits.	2021
	SIGNATURES.	2122

2 ~~Table of Contents~~

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ABV CONSULTING, INC.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	June 30,			December 31,
	2020			2019
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash	$	4,~~271~~197		$	4,348
Total Current Assets		4,~~271~~197			4,348
TOTAL ASSETS	$	4,~~271~~197		$	4,348
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	196,~~463~~675		$	19,087
Due to related parties		293,193			290,209
Due to a related party		315,046			290,209
Total Current Liabilities		~~312~~321,~~656~~721			309,296
Total Liabilities		~~312~~321,~~656~~721			309,296
Commitments and contingencies
Shareholders’ Deficit
Preferred stock: 10,000,000 authorized; $0.0001 par value
Preferred stock: 10,000,000 shares authorized; $0.0001 par value No shares issued and outstanding		-			-
No shares issued and outstanding		-			-
Common stock: 3,000,000,000 shares authorized; $0.0001 par value 5,533,000 shares issued and outstanding		553			553
Common stock: 3,000,000,000 shares authorized; $0.0001 par value
5,533,000 shares issued and outstanding		553			553
Additional paid in capital		159,437			159,437
Accumulated deficit		(~~468~~477,~~375~~514	)		(464,938	)
Total Shareholders’ Deficit		(~~308~~317,~~385~~524	)		(304,948	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	4,~~271~~197		$	4,348

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ABV CONSULTING, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	March 31,
	June 30,						June 30,
	2020			2019			2020			2019
Revenue	$	-		$	-		$	-		$	-
Operating Expenses
General and administrative		~~359~~191			~~13,876~~229			550			14,105
Professional fees		38,~~078~~948			1611,~~155~~387			12,026			27,542
Total Operating Expenses		39,~~437~~139			3011,~~031~~616			12,576			41,647
Operating loss		(39,~~437~~139	)		(3011,~~031~~616	)		(12,576	)		(41,647	)
Provision for income taxes		-			-			-			-
Net Loss	$	(39,~~437~~139	)	$	(3011,~~031~~616	)	$	(12,576	)	$	(41,647	)
Basic and dilutive loss per common share	$	(0.00	)	$	(0.0100	)	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding		5,533,000			5,533,000			5,533,000			5,533,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ABV CONSULTING, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

	Common Stock				Additional					Total
	Number ofShares		Amount		Paid in Capital		AccumulatedDeficit			Shareholders'Deficit
Balance - December 31, 2019 (Audited)		5,533,000	$	553	$	159,437	$	(464,938	)	$	(304,948	)
Net loss		-		-		-		(3,437	)		(3,437	)
Balance - March 31, 2020		5,533,000	$	553	$	159,437	$	(468,375	)	$	(308,385	)

For the three and six months ended June 30, 2020

	Common Stock				Additional					Total
	Number ofShares		Amount		Paid in Capital		AccumulatedDeficit			Shareholders'Deficit
	Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit
Balance - December 31, 2018 (Audited)		5,533,000	$	553		159,437	$	(406,014	)	$	(246,024	)
Balance - December 31, 2019 (Audited)		5,533,000	$	553	$	159,437	$	(464,938	)	$	(304,948	)
Net loss		-		-		-		(303,~~031~~437	)		(303,~~031~~437	)
Balance - March 31, 2019		5,533,000	$	553	$	159,437	$	(436,045	)	$	(276,055	)
Balance - March 31, 2020		5,533,000	$	553	$	159,437	$	(468,375	)	$	(308,385	)
Net loss		-		-		-		(9,139	)		(9,139	)
Balance - June 30, 2020		5,533,000	$	553	$	159,437	$	(477,514	)	$	(317,524	)

For the three and six months ended June 30, 2019

	Common Stock				Additional					Total
	Number of Shares		Amount		Paid in Capital		Accumulated Deficit			Shareholders’ Deficit

Balance, December 31, 2018 (Audited)		5,533,000	$	553		159,437	$	(406,014	)	$	(246,024	)

Net loss		-		-		-		(30,031	)		(30,031	)
Balance - March 31, 2019		5,533,000	$	553	$	159,437	$	(436,045	)	$	(276,055	)

Net loss		-		-		-		(11,616	)		(11,616	)
Balance - June 30, 2019		5,533,000	$	553	$	159,437	$	(447,661	)	$	(287,671	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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ABV CONSULTING, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(312,~~437~~576	)	$	(3041,~~031~~647	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party		2,984			-
Expenses paid by a related party		24,837			-
Changes in operating assets and liabilities:
Accounts receivable		-			6,411
Accounts payable		~~376~~(12,412	)		1720,~~754~~059
Net Cash Used in Operating Activities		(77151	)		(515,~~866~~177	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party		-			5,580
Advances from a related party		-			14,643
Net Cash Provided by Financing Activities		-			514,~~580~~643
Net change in cash and cash equivalents for the period		(77	)		(286	)
Net change in cash for the period		(151	)		(534	)
Cash and cash equivalents at beginning of the period		4,348			4,534
Cash at beginning of the period		4,348			4,534
Cash and cash equivalents at end of the period	$	4,271		$	4,248
Cash at end of the period	$	4,197		$	4,000
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash received for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements

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ABV CONSULTING, INC.

Notes to the Condensed Consolidated Financial Statements

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2020

(Unaudited)

NOTE 1 – ORGANIZATION, ~~BUSINESS BACKGROUND~~

ABV Consulting, Inc. (“we,” “us,” “our,” “ABVN” or the “Company”) was incorporated in the state of Nevada on October 15, 2013, ~~for the purpose of providing merchandising and consulting services to craft beer brewers and distributors~~. On August 22, 2016, the Company’s founder and prior manager sold all of his shares in the Company, constituting approximately 90.4% of the issued and outstanding shares of the Company, and retired from his positions as executive officer and sole director of the Company (the “Change of Control Event”).

~~Subsequent to the~~ Change ofin Control Event, our current management pursued a strategic acquisition strategy focused on acquisition target companies with operations located primarily in Southeast Asia, the Pacific Islands, the People’s Republic of China (including Hong Kong and Macau) (the “PRC”), Taiwan and other jurisdictions within Asia, and with operations complimentary to the PRC’s broad “One Belt, One Road” (“OBOR”) regional investment and cooperation initiative. In connection with this strategy, we moved our corporate headquarters from Pennsylvania to Hong Kong.

On June 24, 2020, the Company’s major shareholder transferred 4,750,000 shares (the “Shares”) of the Company’s issued and outstanding stock to Kang Min Global Holdings Limited, an international business company incorporated in the Republic of Seychelles (“Kang Min”). The transfer constitutes 85.8% of the issued common stock of the company, making the transfer a change in control.

COVID-19

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company has instituted some and may take additional temporary precautionary measures intended to help ensure the well-being of our management and minimize business disruption. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to obtain financing to fund the operation and to develop its business plan.

NOTE 2 – GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As of ~~March~~June 3130, 2020, the Company had an accumulated deficit of $~~468~~477,~~375~~514 and net loss of $312,~~437~~576 and net cash used in operations of $77151 for the ~~three~~six months ended ~~March~~June 3130, 2020. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations. The continuation of the Company as a going concern through ~~March~~June 3130, 2021 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed 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 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, 2019 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2020 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2020 or for any future period.

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~~These~~In the opinion of management, the consolidated balance sheet as of December 31, 2019 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and ~~notes~~recurring ~~thereto~~adjustments ~~should~~considered benecessary ~~read~~to instate ~~conjunction~~fairly ~~with~~the results for the ~~Management’s~~periods ~~Discussion~~presented. ~~and~~The results for the ~~audited~~period ~~financial~~ended ~~statements~~June ~~and~~30, ~~notes~~2020 ~~thereto~~are ~~included~~not innecessarily ~~the~~indicative ~~Annual~~of ~~Report~~the onresults ~~Form~~to ~~10-K~~be expected for the entire fiscal year ~~ended~~ending December 31, ~~2019~~2020 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2019 filled on June 15, 2020.

Use of estimates

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

Basis of consolidation

The condensed consolidated financial statements include the financial statements of ABVN and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Foreign currency translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is the United States Dollar (“USD”). The Company’s subsidiary in Hong Kong maintain their books and records in their local currency, the Hong Kong Dollar (“HKD”), which is the functional currency as being the primary currency of the economic environment in which these entities operate.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the USD are translated into USD, in accordance with ASC 830, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. As of ~~March~~June 3130, 2020 and December 31, 2019, the Company had $4,~~271~~197 and $4,348 in cash ~~and cash equivalents~~, respectively.

Fair value of financial instruments

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing and note payable): cash ~~and cash equivalents~~, accounts ~~receivable, accounts~~ payable and amount due to a related ~~party~~parties approximate at their fair values because of the short-term nature of these financial instruments.

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The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

8· ~~Table~~Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of ~~Contents~~assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Accounts receivable

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of ~~March~~June 3130, 2020, and December 31, 2019, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable. ~~The~~For ~~three~~the six months ended ~~March~~June 3130, 2020 and 2019, the Company did not record any bad debt expense.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

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Revenue recognition

The Company adopted Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606 ), using the full retrospective transition method.

Under ASU 2014 - 09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

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The Company derives its revenues from the rendering of business advisory services, such as training, implementation, consulting, and other customer-specific services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

	·	identify the contract with a customer;
	·	identify the performance obligations in the contract;
	·	determine the transaction price;
	·	allocate the transaction price to performance obligations in the contract; and
	·	recognize revenue as the performance obligation is satisfied.

Income taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Hong Kong is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of ~~March~~June 3130, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company may be subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company conducts major businesses in Hong Kong and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of ~~March~~June 3130, 2020, and December 31, 2019, the Company has no dilutive securities.

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Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

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Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying consolidated statements of operation as the related employee service is provided.

Recently Adopted Accounting Standards

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 – RELATED PARTY TRANSACTIONS

During the ~~three~~six months ended ~~March~~June 3130, 2020, the Company received advances from a shareholder in the amount of $224,~~984~~837 to pay for expenses.

AsA ofrelated ~~March~~party ~~31,~~provides ~~2020~~office ~~and~~space ~~December~~at ~~31,~~no ~~2019,~~cost ~~the Company owed~~ to ~~shareholders $293,193 and $290,209, respectively. The amounts due to~~ the ~~related parties are unsecured, non-interest bearing and have no fixed terms of repayment~~Company. ~~Imputed interest from related party loans is not significant.~~

As of June 30, 2020, and December 31, 2019, the Company owed to a shareholder $315,046 and $290,209, respectively. The amount due to the related party is unsecured, non-interest bearing and has no fixed terms of repayment. Imputed interest from related party loans is not significant.

NOTE 5 – INCOME TAXES

ABV Consulting, Inc. was formed in 2013. Prior to the acquisition of ABV HK in June 2017, the Company only had operations in the United States. In June 2016, the Company became the parent of ABV HK., a wholly owned Hong Kong subsidiary, which files tax returns in Hong Kong.

For the ~~three~~six months ended ~~March~~June 3130, 2020 and 2019, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following:

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2020			2019
Tax jurisdiction from:
- Local	$	-		$	-
- Foreign		(312,~~437~~576	)		(3041,~~031~~647	)
Loss before income taxes	$	(312,~~437~~576	)	$	(3041,~~031~~647	)

United States of America

ABV Consulting, Inc. is registered in the State of Nevada and is subject to the tax laws of United States of America.

AsDue ofto ~~March~~the ~~31,~~change ~~2020,~~in ~~the~~ownership ~~operations~~provisions inof the Income Tax laws of United States of America, ~~incurred~~net ~~$266,780~~operating loss carry forwards of ~~cumulative~~approximately ~~net~~$2,000 ~~operating~~for ~~losses~~federal ~~which~~income ~~can~~tax bereporting ~~carried~~purposes ~~forward~~are subject to ~~offset~~annual ~~future~~limitations. ~~taxable~~When ~~income.~~a ~~The~~change in ownership occurs, net operating loss ~~carryforwards~~carry ~~begin~~forwards may be limited as to ~~expire~~use in ~~2039,~~future ~~if unutilized~~years. The Company has provided for a full valuation allowance against the deferred tax assets of $~~54,600~~431 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The Company’s tax returns are subject to examination by United States tax authorities beginning with the year ended December 31, 2013.

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Hong Kong

The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at a standard income tax rate ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate to the effective income tax rate for the ~~three~~six months ended ~~March~~June 3130, 2020 and 2019 is as follows:

	Three Months Ended
	Six Months Ended
	March 31,
	June 30,
	2020			2019
Loss before income taxes from HK operation	$	(312,~~437~~576	)	$	(3041,~~031~~647	)
Statutory income tax rate		8.25	%		8.25	%
Income tax expense at statutory rate		(~~283~~1,037	)		(23,~~477~~435	)
Tax losses carryforward		~~283~~1,037			23,~~477~~435
Income tax expense	$	-		$	-

As of ~~March~~June 3130, 2020, the operations in the Hong Kong incurred $~~201~~210,~~595~~734 of cumulative net operating losses which can be carried forward to offset future taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $28,~~118~~872 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of ~~March~~June 3130, 2020 and December 31, 2019:

	March 31,			December 31,
	June 30,			December 31,
	2020			2019
	(Unaudited)			(Audited)
Deferred tax assets:
Net operating loss carryforwards
United States	$	~~54,600~~431		$	54,600
Hong Kong		28,~~118~~872			27,835
Total		8229,~~718~~303			82,435
Less: valuation allowance		(8229,~~718~~303	)		(82,435	)
Net deferred tax asset	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $8229,~~718~~303 as of ~~March~~June 3130, 2020. In the period, the valuation allowance ~~increased~~decreased by $~~283~~53,132, primarily relating to ~~net~~change ~~operating~~in ~~loss carryforwards from the foreign tax regime~~control.

NOTE 6 – ~~PENSION~~COMMITMENTS ~~COSTS~~AND CONTINGENCIES

The Company is required to make contribution to their employees under a defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the three months ended March 31, 2020, $0 and $192 contributions were made accordingly.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Operating lease commitments

As of ~~March~~June 3130, 2020 and December 31, 2019, the Company has no material commitments under operating leases.

Capital commitment

As of ~~March~~June 3130, 2020, and December 31, 2019, the Company has no material capital commitments.

NOTE 87 – SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to the date of these ~~condensed consolidated~~ financial statements were issued, and has determined that it does not have any material events to disclose.

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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. 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,” “pursue,” “expect,” “anticipate,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding:

	·	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 ~~March~~June 3130, 2020

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.

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.

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General Overview

ABV Consulting, Inc. (“we,” “us,” “our,” “ABVN” or the “Company”) was incorporated in the state of Nevada on October 15, 2013. At formation, the Company authorized 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. In connection with our formation, the Company’s founder, Andrew Gavrin, received 5,000,000 shares of common stock as founder shares, and Mr. Gavrin served as the Company’s chief executive officer, chief financial officer and sole director from the time of incorporation until August 22, 2016.

The Company was originally formed to engage in merchandising and consulting services to craft beer brewers and distributors, as well as providing additional branding and marketing support within the craft beer industry to retailers and other organizations. The Company’s customer base consisted of alcohol beverage manufacturers, distributors, retailers, beer festival operators and other organizations involved in the sale and marketing of craft beer.

We focused our early efforts on pro bono engagements and secured one paid engagement for $2,000 by the close of our second quarter in 2016.

On August 22, 2016, in connection with the sale of a controlling interest in the Company, Mr. Gavrin sold to Ms. Ping Zhang the entire amount of his 5,000,000 shares of common stock for an aggregate price of $228,400 (the “Change of Control Transaction”). In connection with the Change of Control Transaction, Mr. Gavrin agreed pay $25,186.25 of debts of the Company in addition to the cancellation of $35,000 worth of debt owed to him by the Company. Concurrent with the Change of Control Transaction, Mr. Gavrin resigned from all corporate officer and director roles, and was replaced in all roles by Mr. Wai Lim Wong.

On December 19, 2016, the Company amended its articles of incorporation to increase the authorized number of shares of the Company’s common stock from 100,000,000 to 3,000,000,000 shares, par value $0.0001.

On February 24, 2019, ABV entered into a Share Exchange Agreement (the “Agreement”) with Allied Plus (Samoa) Limited, an international company incorporated in Samoa with limited liability (“APSL”), and each of APSL’s shareholders (collectively, the “Sellers”), pursuant to which, and subject to the terms and conditions contained therein, the Company would effect an acquisition of APSL by acquiring from the Sellers all outstanding equity interests of APSL (the “Acquisition”).

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 February 28, 2019, ABV closed the share exchange (the “Exchange”) pursuant to the terms of Agreement. In connection with the closing, on February 28, 2019, the Company filed Articles of Exchange with the Secretary of State for the State of Nevada, which Articles of Exchange became effective upon filing.

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 $0.0001 per share (representing approximately 99.72% of the Company’s outstanding common stock). As a result, the Sellers became stockholders of the Company and APSL became a subsidiary of the Company.

APSL was incorporated in Samoa on January 11, 2016, for the purposes 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, and for other purposes.

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On June 19, 2019, APSL acquired 100% issued and outstanding equity of ABV Consulting Limited (“ABV HK”) which was incorporated in Hong Kong, China, and ABV HK became the wholly subsidiary of APSL.

On December 19, 2019, the board of directors of ABV and certain shareholders of the Company (“Shareholders”) entered into a Mutual Rescission Agreement (the “Rescission Agreement”). The Rescission Agreement rescinded the share exchange agreement dated February 24, 2019 (the “Share Exchange Agreement”), between the equity interest owners of Allied Plus (Samoa) Limited (“Allied Plus”), who are also the Shareholders, and the Company.

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 ABV Consulting Limited (“ABV HK”) to the Company, and ABV HK became our wholly owned subsidiary.

Our address is Unit 1101-1102, 11/F, Railway Plaza, 39 Chatham Road S., Tsim Sha Tsui, Kowloon, Hong Kong. Our corporate website is www.abvnus.com.

We have one wholly subsidiary, ABV Consulting Limited (HK), a Hong Kong company.

We have not ever declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.

Change in Control

Overview of Current Business

Our Company focuses on the acquisition of target companies with operations located primarily in Southeast Asia, the Pacific Islands, the People’s Republic of China (including Hong Kong and Macau) (the “PRC”), Taiwan and other jurisdictions within Asia.. We believe that the PRC’s “One Belt, One Road” (“OBOR”) regional cooperation initiative will be a significant driver for strategic investment opportunities throughout Asia.

Results of Operations

~~The~~Our ~~following~~financial ~~summary~~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 ~~our~~assets ~~results~~and classification of ~~operations~~liabilities that might be necessary should we be ~~read~~unable to continue in ~~conjunction~~operation. ~~with~~We expect we will require additional capital to meet our ~~financial~~long-term ~~statements~~operating ~~included~~requirements. ~~elsewhere~~Assuming inthat ~~this~~we ~~quarterly~~continue ~~report~~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.

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 ~~March~~June 3130, 2020 and 2019

	Three Months Ended
	March 31,
	June 30,
	2020			2019			Change			%
Revenue	$	-		$	-		$	-			-
General and administrative expenses		~~359~~191			~~13,876~~229			(~~13,517~~38	)		(17	%)
Professional fees		38,~~078~~948			1611,~~155~~387			(132,~~077~~439	)		(21	%)
Loss from continuing operations		(3,437	)		(30,031	)		(26,594	)
Operating loss		-			-			-			-
Loss from discontinued operations		-			-			-
Provision for income taxes		-			-			-			-
Net loss	$	(39,~~437~~139	)	$	(3011,~~031~~616	)	$	~~(26~~2,~~594~~477	)		(21	%)

Our revenue was $0 for the three months ended ~~March~~June 3130, 2020 and 2019.

Our general and administrative expenses were $~~359~~191 for the three months ended ~~March~~June 3130, 2020, as compared to $~~13,876~~229 for the same period in 2019. The decrease in general and administrative expenses was primarily due to the effects of COVID-19 causing a decrease in general and administrative expense in this period

Expenses for professional fees were $38,~~078~~948 for the three months ended ~~March~~June 3130, 2020, as compared to $1611,~~155~~387 for the same period in 2019. The decrease in professional fees was primarily due to the effects of COVID-19 causing a decrease in professional fees in this period.

Comparison of the six months ended June 30, 2020 and 2019

	Six Months Ended
	June 30,
	2020			2019			Change			%
Revenue	$	-		$	-		$	-			-
General and administrative expenses		550			14,105			(13,555	)		(96	%)
Professional fees		12,026			27,542			(15,516	)		(56	%)
Operating loss		(12,576	)		(41,647	)		29,071			(70	%)
Net loss	$	(12,576	)	$	(41,647	)	$	29,071			(70	%)

Our revenue was $0 for the six months ended June 30, 2020 and 2019.

Our general and administrative expenses were $550 for the six months ended June 30, 2020, as compared to $14,105 for the same period in 2019. The decrease in general and administrative expenses was primarily due to the effects of COVID-19 causing a decrease in general and administrative expense in this period

Expenses for professional fees were $12,026 for the six months ended June 30, 2020, as compared to $27,542 for the same period in 2019. The decrease in professional fees was primarily due to the effects of COVID-19 causing a decrease in professional fees in this period.

Liquidity and Capital Resources

	March 31,2020		December 31,2019		Change
	June 30,		December 31,
Cash	$	4,271	$	4,348	$	(77	)
	2020		2019		Change			%
Total assets	$	4,271	$	4,348	$	(77	)
Cash	$	4,197	$	4,348	$	(151	)		(3	%)
Total liabilities	$	312,656	$	309,296	$	3,360
Total assets	$	4,197	$	4,348	$	(151	)		(3	%)
Total liabilities	$	321,721	$	309,296	$	12,425			4	%

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Working Capital

	March 31,			December 31,
	June 30,			December 31,
	2020			2019			Change			%
Current assets	$	4,~~271~~197		$	4,348		$	(77151	)	(3		%)
Current liabilities	$	~~312~~321,~~656~~721		$	309,296		$	312,~~360~~425			4	%
Working capital deficiency	$	(~~308~~317,~~385~~524	)	$	(304,948	)	$	(312,~~437~~576	)		4	%

As atof ~~March~~June 3130, 2020, current assets only consisted of $4,~~271~~197 in cash, as compared to December 31, 2019, current assets only consisted of $4,348 in cash.

As atof ~~March~~June 3130, 2020, current liabilities consisted of accounts payable of $196,~~463~~675 and $~~293~~315,~~193~~046 owed to a related ~~parties~~party, as compared to December 31, 2019, current liabilities consisted of accounts payable of $19,087 and $290,209 owed to a related ~~parties~~party. The increase in current liabilities is due to the operating expenses paid by a related party.

Cash Flows

The following table presents our cash flow for the ~~three~~six months ended ~~March~~June 3130, 2020 and 2019:

	Three Months Ended
	Six Months EndedJune 30,
	March 31,
	2020			2019			Change			%
	2020			2019			Change
Cash used in operating activities	$	(151	)	$	(15,177	)	$	15,026			(99	%)
Cash used in operating activities	$	(77	)	$	(5,866	)	$	5,789
Cash provided by financing activities		-			14,643			(14,643	)		(100	%)
Cash provided by financing activities		-			5,580			(5,580	)
Net change in cash and cash equivalents	$	(151	)	$	(534	)	$	383			(72	%)
Net change in cash and cash equivalents	$	(77	)	$	(286	)	$	209

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Cash Flow from Operating Activities

Cash flows used in operations decreased $515,~~789~~026 to $77151 during the ~~three~~six months ended ~~March~~June 3130, 2020, mainly due to increased expenses paid by a related party.

Cash Flow from Financing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2020, our company did not have any financing activities. During the ~~three~~six months ended ~~March~~June 3130, ~~2019~~2020, ~~our~~the ~~company~~operating ~~received~~expenses ~~$5,580~~paid ~~from~~by a related party were $24,837.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from these estimates.

For a complete description of our critical accounting policies and estimates, refer to our 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 15, 2020.

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Recent accounting pronouncements

Management has considered all recent accounting pronouncements issued. Management believes that these recent pronouncements will not have a material effect on our company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

No applicable to smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

17An ~~Table~~evaluation was conducted under the supervision and with the participation of ~~Contents~~our management of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

	(1)	lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

	(2)	inadequate segregation of duties consistent with control objectives;

	(3)	insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and

	(4)	ineffective controls over period end financial disclosure and reporting processes.

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon third parties to provide us with accounting consulting services for the foreseeable future which we believe mitigates the impact of the material weaknesses discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP and establish an audit committee and implement internal controls and procedures, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our financial statements which could lead to a restatement of those financial statements.

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MANAGEMENT’S REMEDIATION PLAN

While management believes that the Company’s condensed consolidated financial statements previously filed in the Company’s SEC reports have been properly recorded and disclosed in accordance with U.S. GAAP, based on the control deficiencies identified above, we have designed and plan to implement, or in some cases have already implemented, the specific remediation initiatives described below:

·• The Company is currently looking for an outside consultant with considerable public company reporting experience and breadth of knowledge of US GAAP to assist it with the preparation and review of its condensed consolidated financial statements. The Company is committed to establishing procedures and utilizing experienced individuals with professional supervision to properly segregate duties, prepare and approve the condensed consolidated financial statements and footnote disclosures in accordance with US GAAP. ·• The Board of Directors will be more actively involved in providing additional oversight of the Company’s internal controls, formal review of our condensed consolidated financial statements, and more detailed review of the periodic reports we anticipate filing with the SEC. ·• The Company has initiated efforts to ensure our employees understand the importance of internal controls and compliance with corporate policies and procedures. ·• The Company may retain third party specialists to assist it in the design, implementation and testing of our internal controls as necessary.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended ~~March~~June 3130, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this Quarterly Report on Form 10-Q, we are not a party to any legal proceedings that could have a material adverse effect on the Company’s business, financial condition or operating results. Further, to the Company’s knowledge no such proceedings have been threatened against the Company.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities of the Company which were not previously reported in a Current Report on Form 8-K for the period covered by this Quarterly Report on Form 10-Q.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.

The following exhibits are filed herewith or are incorporated by reference to exhibits previously filed with the SEC:

		Incorporated by Reference
Exhibit No.	Title	Form	Exhibit	Filing Date
3.1	Articles of Incorporation	S-1	3.1	9/3/2014
3.2	Certificate of Correction to Articles of Incorporation	S-1	3.2	9/3/2014
3.3	Bylaws	S-1	3.3	9/3/2014
3.4	Certificate of Amendment to Articles of Incorporation, effective as of December 19, 2016	8-K	3.1	2/24/2017

21.1	Subsidiaries of the Registrant: ABV Consulting Limited (HK), a Hong Kong corporation
31.1*	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS+	XBRL Instance Document
101.SCH+	XBRL Taxonomy Extension Schema Document
101.CAL+	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB+	XBRL Taxonomy Extension Label Linkbase Document
101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document

_____________

* Filed herewith

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		ABV CONSULTING, INC.
		(Registrant)
Dated: June 19, 2020		/s/ Jian Wei YU
Dated: August 14, 2020		/s/ Jian Wei YU
		Jian Wei Yu
		Chief Executive Officer, Chief Financial Officer,Chief Operating Officer, Secretary and Director
		(Principal Executive Officer, Principal FinancialOfficer and Principal Accounting Officer)

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