UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
For the fiscal year ended December 31, 2020
¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐	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)		(I.R.S. Employer Identification No.)

~~Unit~~Room ~~1101-1102~~10C, 1110/F, ~~Railway~~ACME ~~Plaza39~~Building,28 ~~Chatham~~Nanking ~~Road S.Tsim Sha Tsui~~Street,Jordan, Kowloon, Hong Kong (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (852) ~~3758~~3584-~~2226~~8263

Securities registered pursuant to Section 12(b) of the Act: Not Applicable

~~Title~~Securities ofregistered ~~Each~~pursuant ~~Class~~to ~~Name~~Section 12(g) of ~~Each~~the ~~Exchange~~Act: OnCommon ~~Which~~Stock, ~~Registered~~$0.0001 ~~N/A~~par ~~N/A~~value

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~if ~~12(g)~~the ofregistrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act:. Yes ☐ No ☒

~~N/A~~Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(~~Title~~d) of ~~class)~~the Act Yes ☐ No ☒

Indicate by check mark ifwhether the registrant: is(1) ahas ~~well-known~~filed ~~seasoned~~all ~~issuer,~~reports asrequired ~~defined~~to inbe ~~Rule~~filed ~~405~~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 last 90 days. Yes ¨ ☐ No x☒

Indicate by check mark ifwhether the registrant ishas ~~not~~submitted electronically every Interactive Data File required to ~~file~~be ~~reports~~submitted pursuant to ~~Section~~Rule 13405 orof ~~Section~~Regulation 15S-T (d)§229.405 of this chapter) during the ~~Act~~preceding ~~Yes~~12 ¨months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No x☒

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 last 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness ~~Act~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~Yes~~7262(b)) xby Nothe ¨registered public accounting firm that prepared or issued its audit report. ☐

~~The~~Indicate ~~aggregate market value of Common Stock held~~ by ~~non-affiliates~~check ofmark whether the ~~Registrant~~registrant onis ~~June 30, 2019, was $ 137,025 based on~~ a ~~$0.175~~shell ~~average~~company ~~bid and asked price of such common equity,~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s~~Exchange ~~most~~Act). ~~recently~~Yes ☒ No ~~completed second fiscal quarter.~~☐

~~Indicate~~The ~~the~~aggregate ~~number~~market value of ~~shares~~Common ~~outstanding~~Stock ofheld ~~each~~by non-affiliates of the ~~registrant’s~~Registrant ~~classes~~on ofJune ~~common~~30, ~~stock~~2020, aswas ofapproximately ~~the~~$275,000 ~~latest~~based ~~practicable~~on ~~date~~a $0.35 ~~5,533,000~~average ~~shares~~bid and asked price of such common ~~stock~~equity, as of ~~June~~the ~~15,~~last ~~2020~~business day of the registrant’s most recently completed second fiscal quarter.

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

5,533,000 shares of common stock as of September 21, 2021

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	3
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	10
Item 9A.	Controls and Procedures	10
Item 9B.	Other Information	11
Item 10.	Directors, Executive Officers and Corporate Governance	12
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence	17
Item 14.	Principal Accounting Fees and Services	18
Item 15.	Exhibits, Financial Statement Schedules	19

Cautionary Note Regarding Forward Looking Statements

PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	6
Item 2.	Properties.	6
Item 3.	Legal Proceedings.	7
Item 4.	Mine Safety Disclosures.	7

Part II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	7
Item 6.	[Reserved]	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	8
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk.	10
Item 8.	Financial Statements and Supplemental Data.	10
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	10
Item 9A.	Controls and Procedures.	10
Item 9B.	Other Information.	11
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	12
Item 11.	Executive Compensation.	14
Item 12.	Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters.	17
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	17
Item 14.	Principal Accountant Fees and Services.	18

Part IV
Item 15.	Exhibit and Financial Statement Schedules.	19

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PART I

Item 1. Business

Cautionary Note Regarding Forward Looking Statements

This Annual Report on Form 10-K 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 Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, ~~2019~~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 Annual Report on Form 10-K. 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 Annual 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, 2018, 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, 2018, ABV closed the share exchange (the “Exchange”) pursuant to the terms of Agreement. In connection with the closing, on February 28, 2018, 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.

On June 19, 2018, 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.

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On December 19, 2018, 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, 2018 (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~~Room ~~1101-1102~~10C, 1110/F, ~~Railway~~ACME ~~Plaza~~Building, 3928 ~~Chatham~~Nanking ~~Road S.~~Street, ~~Tsim Sha Tsui~~Jordan, 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.

Our Current Business

Following the Change of Control Transaction, our new management decided to pursue 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. In connection with this new strategy, we moved our corporate headquarters from Pennsylvania to Hong Kong. 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.

“One Belt, One Road”

Between September and October 2013, the PRC government disclosed its plan to pursue a regional trade, investment, infrastructure and cultural exchange program incorporating approximately sixty countries located along the historic silk road trading route connecting Africa, the Middle East, Europe and Central and East Asia—called the “Silk Road Economic Belt”—and also nations located in the South China Sea, the South Pacific Ocean and the Indian Ocean—called the “Maritime Silk Road.” The initiative has since been labeled “One Belt, One Road” or “OBOR” for short, and in 2014 the Chinese foreign minister identified OBOR as the single most important feature of Chinese President Xi Jinping’s foreign policy.

The PRC government intends to invest at least $4 trillion over an indefinite time period on projects located within OBOR constituent countries, and hundreds of projects worth approximately $1 trillion have been approved to date.

OBOR-Related Investment Opportunities

We anticipate that entities based in Hong Kong will continue their historic gatekeeping function as financial and advisory intermediaries between the PRC and the world at large, and Asia in particular. We intend to avail ourselves of this strategic advantage to pursue strategic co-investments with entities deploying OBOR-related funds and to invest into companies and assets that are well positioned to benefit from OBOR-related investments.

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Objectives and Strategies

We explored a number of strategic investment opportunities following the Change of Control Transaction, but we did not enter into any definitive agreements by the end of ~~FY2019~~FY2020.

In pursuing our acquisition strategy, we are guided by our core objective of maximizing stockholder value by sourcing and acquiring assets with stable cash flow and/or significant growth potential connected to OBOR-related investment and trade and our ability to assist the investment target with securing economic and financial resources.

Marketing and Sales Efforts

ABV HK engaged marketing & sales activities and looking for business opportunities during ~~2019~~2020, but did not enter into any definitive agreement by the end of ~~FY2019~~FY2020. As at the date hereof, we will continue with ABV HK’s current line of business. In addition, we will consider generating revenues from other activities.

We are currently seeking new business opportunities with established business entities for merger with or acquisition of a target business. In certain instances, a target business may wish to become our subsidiary, or may wish to contribute assets to us rather than merge. We have not yet entered into any definitive agreements for potential new business opportunities, and there can be no assurance that we will be able to enter into any definitive agreements.

Competition

We face substantial competition from individuals and entities that seek to invest into Asia. Although we feel that the personal relationships developed by our management and business partners provide us with a competitive advantage in sourcing, analyzing, and approving optimal deals, we compete with corporate strategic investors, financial investors like private equity funds, wealth management offices, high net worth individuals and ultra-high net worth individuals, sovereign wealth funds, and any entities which engage in investment activities in Asia. Our management and the management of ABV HK compete primarily on the basis of reputation for honest and thoughtful business practices, as well as quality of network and strategic relationships.

Intellectual Property and Other Contracts

We do not have any patents, trademarks, licenses, franchises, concessions, royalty agreements, or labor contracts.

Employees

We do not have any paid full-time employees who provide services on an at-will basis as at December 31, ~~2019~~2020.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available from the SEC website at www.sec.gov as well as on our corporate website at www.abvnus.com.

Item 1A. Risk Factors.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2. Properties.

Our principal executive office is located at ~~Unit~~Room ~~1101-1102~~10C, 1110/F, ~~Railway~~ACME ~~Plaza~~Building, 3928 ~~Chatham~~Nanking ~~Road S.~~Street, ~~Tsim Sha Tsui~~Jordan, Kowloon, Hong Kong. Our telephone number is (852) ~~3758~~3584-~~2226~~8263. ~~Our~~We ~~principal~~use ~~executive~~a ~~office~~minimal isamount ~~approximately~~of ~~5,000 square feet, and this~~ office isspace provided ~~to us~~ rent free by an officer of the Company. We expect that we will not need dedicated office space until such time as we obtain revenues.

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Item 3. Legal Proceedings .

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is listed for quotation on the OTC Markets under the symbol “ABVN”.

Our shares are issued in registered form. Corporate Stock Transfer, 3200 Cherry Creek South Drive, Suite 430, Denver, CO 80209 (Telephone: (303) 282-4800; Facsimile: (303) 282-5800 is the registrar and transfer agent for our common shares.

On ~~June~~September 20, ~~2019~~2021, the shareholders’ list showed 43 registered shareholders with 5,533,000 shares of common stock outstanding.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

Equity Compensation Plan Information

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended December 31, ~~2019~~2020, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended December 31, ~~2019~~2020.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended December 31, ~~2019~~2020.

Item 6. ~~Selected Financial Data~~[Reserved]

As7 aTable ~~“smaller~~of ~~reporting company”, we are not required to provide the information required by this Item.~~Contents

Item 7. ~~Table~~Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations.

~~Item~~This 7section and other parts of this Annual Report on Form 10-K (“Form 10-K”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. ~~Management~~Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s ~~Discussion~~actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors,” which are incorporated herein by reference. The following discussion should be read in conjunction with the consolidated financial statements and ~~Analysis~~notes thereto included in Part II, Item 8 of ~~Financial~~this ~~Condition~~Form 10-K. All information presented herein is based on the Company’s fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in December and ~~Results~~the associated quarters, months and periods of ~~Operations~~those fiscal years. Each of the terms the “Company” and “ABV Consulting” as used herein refers collectively to ABV Consulting, Inc., unless otherwise stated. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

~~This~~Results ~~section and other parts~~ of this Annual Report on Form 10-K (“Form 10-K”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors,” which are incorporated herein by reference. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Form 10-K. All information presented herein is based on the Company’s fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in December and the associated quarters, months and periods of those fiscal years. Each of the terms the “Company” and “ABV Consulting” as used herein refers collectively to ABV Consulting, Inc., unless otherwise stated. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.Operations

~~Results~~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 ~~Operations~~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.

~~Our~~Comparison ~~financial~~of ~~statements~~the ~~have~~years ~~been~~ended ~~prepared~~December ~~assuming that we will continue as a going concern and~~31, ~~accordingly,~~2020 ~~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.2019

Results of Operations

	Years Ended December 31,
	2020			2019			Change
Revenue	$	-		$	-		$	-
General and administrative expenses		3,782			16,519			(12,737	)
Professional fees		32,974			42,405			(9,431	)
Operating loss		(36,756	)		(58,924	)		22,168
Net loss	$	(36,756	)	$	(58,924	)	$	22,168

Our ~~financial~~revenue ~~statements~~was ~~have~~$0 ~~been~~for ~~prepared~~the ~~assuming~~years ~~that~~ended weDecember ~~will continue as a going concern and~~31, ~~accordingly,~~2020 ~~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~~2019. 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.

~~Comparison~~Our ofgeneral and administrative expenses were $3,782 for the ~~years~~year ended December 31, 2020, as compared to $16,519 for the same period in 2019. The decrease in general and ~~2018~~administrative expenses was primarily due to decrease in salary, entertainment and regulatory expenses.

	Year Ended
	December 31,
	2019		2018		Change
Revenue	$	-	$	25,641	$	(25,641	)
General and administrative expenses		16,519		52,048		(35,529	)
Professional fees		42,405		34,252		8,153
Operating loss		58,924		60,659		(1,735	)
Net loss	$	58,924	$	60,659	$	(1,735	)

Expenses for professional fees were $32,974 for the year ended December 31, 2020, as compared to $42,405 for the same period in 2019. The decrease in professional fees was primarily due to decrease in audit, accounting, legal and other professional fees.

~~Our~~Liquidity ~~revenue~~and ~~was~~Capital ~~$0 for the year ended December 31, 2019, as compared to $25,641 for the same period in 2018. There was no revenue generated in 2019.~~Resources

Our general and administrative expenses were $16,519 for the year ended December 31, 2019, as compared to $52,048 for the same period in 2018. The decrease in general and administrative expenses was primarily due to decrease in entertainment expenses.

	December 31,			December 31,
	2020			2019			Change			%
Cash	$	3,428		$	4,348		$	(920	)		(21	)%
Total assets	$	3,428		$	4,348		$	(920	)		(21	)%
Total liabilities	$	345,132		$	309,296		$	35,836			12	%
Stockholders’ equity	$	(341,704	)	$	(304,948	)	$	(36,756	)		12	%

~~Expenses~~8 ~~for~~Table ~~professional~~of fees were $42,405 for the year ended December 31, 2019, as compared to $34,252 for the same period in 2018. The increase in professional fees was primarily due to an increase in accounting and legal fees.Contents

~~Liquidity~~Working ~~and~~ Capital ~~Resources~~

	December 31,			December 31,
	2019			2018			Change
	2020			2019			Change			%
Cash	$	4,348		$	4,534		$	(186	)
Current assets	$	3,428		$	4,348		$	(920	)		(21	)%
Total assets	$	4,348		$	17,355		$	(13,007	)
Current liabilities	$	345,132		$	309,296		$	35,836			12	%
Total liabilities	$	309,296		$	263,379		$	45,917
Working capital deficiency	$	(341,704	)	$	(304,948	)	$	(36,756	)		12	%

8As ~~Table~~at December 31, 2020 and 2019, current assets consisted of ~~Contents~~$3,428 and $4,348 cash, respectively.

~~Working~~As ~~Capital~~at December 31, 2020, current liabilities consisted of accounts payable of $17,359 and $327,773 owed to related parties, as compared to December 31, 2019, current liabilities consisted of accounts payable of $19,087 and $290,209 owed to related parties. The increase in current liabilities is due to the operating expenses paid by related party.

	December 31,			December 31,
	2019			2018			Change
Current assets	$	4,348		$	17,355		$	(13,007	)
Current liabilities	$	309,296		$	263,379		$	45,917
Working capital deficiency	$	(304,948	)	$	(246,024	)	$	58,924

Cash Flows

AsThe atfollowing ~~December~~table ~~31,~~presents ~~2019,~~our ~~current~~cash ~~assets~~flow ~~only~~for ~~consisted~~the ofyears ~~$4,348~~ended ~~cash, as compared to~~ December 31, ~~2018,~~2020 ~~current assets consisted of $4,534 cash~~ and ~~$12,821 accounts receivable. The decrease was primarily due to a decrease in accounts receivable.~~2019:

As at December 31, 2019, current liabilities consisted of accounts payable of $19,087 and $290,209 owed to related parties, as compared to December 31, 2018, current liabilities consisted of accounts payable of $5,526 and $257,853 owed to related parties. The increase in current liabilities is due to the operating expenses as discussed above and the advances from related parties to finance the operations of the Company.

	Years Ended December 31,
	2020			2019			Change
Cash used in operating activities	$	(933	)	$	(15,635	)	$	14,702
Cash provided by financing activities		13			15,449			(15,436	)
Net change in cash and cash equivalents	$	(920	)	$	(186	)	$	(734	)

Cash ~~Flows~~Flow from Operating Activities

~~Fiscal~~The ~~year~~net ~~2019~~cash ~~compared~~used ~~with~~in ~~fiscal~~operating activities for the year ~~2018~~ended December 31, 2020 was attributed to a net loss of $36,756, decreased by expenses paid by related party of $37,551, and increased by a change in accounts payable of $1,728.

The ~~following~~net ~~table~~cash ~~presents~~used ~~our~~in ~~cash~~operating ~~flow~~activities for the ~~years~~year ended December 31, 2019 was attributed to a net loss of $58,924, decreased by expenses paid by related party of $16,907 and ~~2018:~~a change in accounts receivable of $12,821and accounts payable of $13,561.

	Year Ended
	December 31,
	2019			2018			Change
Cash used in operating activities	$	(15,635	)	$	(75,774	)	$	(60,139	)
Cash provided by financing activities		15,449			80,009			(64,560	)
Net change in cash and cash equivalents	$	(186	)	$	4,235		$	(4,421	)

Cash Flow from Financing Activities

~~Cash~~During ~~Flow~~the year ended December 31, 2020, our company received $13 from ~~Operating~~a ~~Activities~~related party. During the year ended December 31, 2019, our company received $15,449 from a related party.

~~Cash~~Off-Balance ~~flows~~Sheet ~~used in operations decreased $60,139 to $15,635 during the fiscal year 2019, mainly due to decreased accounts receivable and increased accounts payable.~~Arrangements

~~Cash~~As ~~Flow~~of ~~from~~December ~~Financing~~31, ~~Activities~~2020, the Company had no material off-balance sheet arrangements.

~~During~~Critical ~~the~~Accounting ~~year~~Policies ~~ended~~and ~~December 31, 2019, our company received $15,449 from a related party. During the year ended December 31, 2018, our company received $80,009 from a related party.~~Estimates

~~Critical~~We ~~Accounting~~have ~~Policies~~identified the policies below as critical to our business operations and ~~Estimates~~the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.

WeIn the ordinary course of business, we have ~~identified~~made ~~the~~a ~~policies~~number ~~below~~of asestimates ~~critical~~and assumptions relating to ~~our~~the ~~business~~reporting of results of operations and financial condition in the ~~understanding~~preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of ~~operations~~assets and liabilities that are not readily apparent from other sources. ~~The~~Actual ~~impact~~results oncould ~~our~~differ ~~business~~significantly ~~operations~~from those estimates under different assumptions and ~~any~~conditions. ~~associated~~We ~~risks~~believe ~~related~~that tothe ~~these~~following discussion addresses our most critical accounting policies, which are ~~discussed~~those ~~throughout~~that ~~Management’s~~are ~~Discussion~~most important to the portrayal of our financial condition and ~~Analysis~~results of ~~Financial~~operations ~~Condition~~and require our most difficult, subjective, and ~~Results~~complex judgments, often as a result of ~~Operations~~the ~~when~~need ~~such~~to ~~policies~~make ~~affect~~estimates ~~our~~about ~~reported~~the oreffect ~~expected~~of ~~financial~~matters ~~results~~that are inherently uncertain.

In9 ~~the~~Table ~~ordinary course~~ of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”). We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.Contents

9Basis ~~Table~~ of ~~Contents~~Accounting and Going Concern

~~Basis~~Our consolidated financial statements have been prepared on the accrual basis of ~~Accounting~~accounting in conformity with GAAP. In addition, the accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and ~~Going~~the ~~Concern~~liquidation of liabilities in the normal course of business. We generated accumulated losses of approximately $501,694 through December 31, 2020 and have insufficient working capital and cash flows to support operations. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.

~~Our consolidated financial statements have been prepared on the accrual basis of accounting in conformity with GAAP. In addition~~Also, ~~the~~refer ~~accompanying~~Note ~~consolidated~~2 ~~financial~~– ~~statements~~Summary ~~have been prepared assuming that we will continue as a going concern, which contemplates the realization~~ of ~~assets~~Significant ~~and~~Accounting ~~the~~Policies ~~liquidation of liabilities~~ in the normal course of business. We generated accumulated losses of approximately $464,938 through December 31, 2019 and have insufficient working capital and cash flows to support operations. These factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements ~~do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities~~ that ~~might~~are ~~result~~included ~~from~~in this ~~uncertainty~~Annual Report.

~~Revenue~~Item ~~Recognition~~7A. Quantitative and Qualitative Disclosures About Market Risk.

~~Our~~As ~~company~~a ~~pursues~~“smaller ~~opportunities~~reporting ~~to realize revenues from consulting services. It is our~~ company~~’s policy that revenues and gains will be recognized in accordance with ASC Topic 605-10-25, “Revenue Recognition.~~” ~~Under ASC Topic 605-10-25~~, ~~revenue~~we ~~earning activities~~ are ~~recognized~~not ~~when~~required ~~all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered~~ to ~~the~~provide ~~customer, (iii)~~ the ~~sales~~information ~~price~~required isby ~~fixed~~this ~~or determinable, and (iv) collectability is reasonably assured~~Item.

~~Also,~~Item ~~refer~~8. ~~Note~~Financial 2Statements –and ~~Summary~~Supplemental ~~of Significant Accounting Policies in the consolidated financial statements that are included in this Report~~Data.

~~Item~~The ~~7A.~~consolidated ~~Quantitative~~financial statements and ~~Qualitative~~Reports ~~Disclosures~~of ~~About~~Independent ~~Market~~Registered ~~Risk~~Public Accounting Firms are listed in the “Index to Consolidated Financial Statements” on page F-1 and included on pages F-2 through F-15.

AsItem a9. ~~“smaller~~Changes ~~reporting~~in ~~company”,~~and weDisagreements ~~are~~with ~~not~~Accountants ~~required~~on toAccounting ~~provide~~and ~~the~~Financial ~~information required by this Item~~Disclosure.

~~Item 8~~None. ~~Financial Statements and Supplementary Data~~

~~The~~Item ~~consolidated~~9A. ~~financial~~Controls ~~statements~~ and ~~Reports of Independent Registered Public Accounting Firms are listed in the “Index to Consolidated Financial Statements” on page F-1 and included on pages F-2 through F-14~~Procedures.

~~Item~~Evaluation 9.of ~~Changes~~Disclosure inControls and ~~Disagreements With Accountants on Accounting and Financial Disclosure~~Procedures

~~None~~We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and 15(d)-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer and our principal financial officer), as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer (our principal executive officer and our principal financial officer), performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2020. Based on that evaluation, our management, including our Chief Executive Officer (our principal executive officer and our principal financial officer), concluded that, as a result of the material weakness in our internal control over financial reporting as described below as a result of the material weakness in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2020.

~~Item~~Management’s ~~9A.~~Annual ~~Controls~~Report ~~and~~on ~~Procedures~~Internal Control over Financial Reporting

~~Evaluation~~Management is responsible for the preparation of ~~Disclosure~~our ~~Controls~~financial statements and ~~Procedures~~related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.

WeManagement ~~maintain~~is ~~disclosure~~responsible ~~controls~~for ~~and~~establishing ~~procedures (as defined in Rule 13a-15(e)~~ and ~~15(d)-15(e)~~maintaining ~~under~~adequate ~~the~~internal ~~Exchange~~control ~~Act)~~over ~~that~~financial ~~are~~reporting ~~designed~~as todefined ~~ensure that information required to be disclosed by us~~ in ~~reports that we file or submit under~~ the Exchange Act. isThese ~~recorded,~~internal ~~processed,~~controls ~~summarized~~are ~~and~~designed ~~reported~~to ~~within~~provide ~~the~~reasonable ~~time~~assurance ~~periods~~regarding ~~prescribed by~~ the ~~SEC’s~~reliability ~~rules~~of ~~and~~financial ~~forms~~reporting and ~~that~~the ~~such~~preparation ~~information~~of ~~required~~financial tostatements befor ~~disclosed~~external bypurposes us in ~~reports~~accordance ~~that~~with wegenerally ~~file~~accepted oraccounting ~~submit~~principles. ~~under~~There ~~the~~are ~~Exchange~~inherent ~~Act~~limitations isin accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer and our principal financial officer), as appropriate to allow timely decisions regarding required disclosure. Management, with the ~~participation~~effectiveness of ~~our~~any ~~Chief~~system ~~Executive~~of ~~Officer~~internal ~~(our~~controls ~~principal~~including ~~executive officer and our principal financial officer), performed an evaluation of~~ the ~~effectiveness~~possibility of ~~our~~human ~~disclosure~~error ~~controls~~ and ~~procedures~~overriding as of ~~December 31, 2019~~controls. ~~Based on that evaluation~~Consequently, ~~our~~an ~~management,~~effective ~~including~~internal ~~our~~control ~~Chief~~system ~~Executive~~can ~~Officer~~only ~~(our~~provide ~~principal executive officer and our principal financial officer)~~reasonable, ~~concluded~~not ~~that~~absolute, asassurance awith ~~result~~respect ofto ~~the material weakness in our internal control over financial~~ reporting ~~as described below as a result of the material weakness in our internal control over~~ financial ~~reporting described below, our disclosure controls and procedures were not effective as of December 31, 2019~~information.

Table of Contents

~~Management’s~~Our ~~Annual~~internal ~~Report~~control onover ~~Internal~~financial ~~Control~~reporting ~~over~~includes ~~Financial~~policies ~~Reporting~~and procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of the Company are being made in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

~~Management~~Under isthe ~~responsible~~supervision ~~for~~of management, including our Chief Executive Officer (our principal executive officer and our principal financial officer), we conducted an evaluation of the ~~preparation~~effectiveness of our internal control over financial ~~statements~~reporting ~~and~~based ~~related~~on ~~information.~~the ~~Management~~framework ~~uses~~in ~~its~~Internal ~~best~~Control ~~judgment~~— toIntegrated ~~ensure~~Framework ~~that~~issued by the ~~financial~~Committee ~~statements~~of ~~present~~Sponsoring ~~fairly,~~Organizations inof ~~material~~the ~~respects~~Treadway Commission (2013 framework) and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial ~~position~~reporting ~~and~~was ~~results~~not effective as of ~~operations~~December in31, ~~conformity~~2020 ~~with~~because ~~generally~~it ~~accepted~~identified ~~accounting~~the ~~principles.~~following material weakness and significant deficiencies:

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in the Exchange Act. These internal controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

	(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)	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

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

~~Our~~A ~~internal~~material ~~control~~weakness ~~over~~is ~~financial~~a ~~reporting~~deficiency ~~includes~~or ~~policies~~a ~~and~~combination ~~procedures~~of ~~that:~~deficiencies ~~(i) pertain to maintaining records that,~~ in ~~reasonable~~internal ~~detail,~~control ~~accurately~~over ~~and~~financial ~~fairly~~reporting ~~reflect~~such ~~our~~that ~~transactions;~~there ~~(ii)~~is ~~provide~~a reasonable ~~assurance~~possibility that ~~transactions~~a ~~are~~material ~~recorded~~misstatement asof ~~necessary~~the toannual ~~permit~~or ~~preparation~~interim ofconsolidated ~~our~~ financial statements inwill ~~accordance~~not ~~with~~be ~~generally~~prevented accepted accounting principles and that the receipts and expenditures of the Company are being made in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding the prevention or ~~timely~~detected ~~detection~~on ~~of unauthorized acquisition, use or disposition of our assets that could have~~ a ~~material~~timely ~~effect on our financial statements~~basis.

~~Under~~We ~~the~~expect ~~supervision~~to ofbe ~~management,~~materially ~~including~~dependent ~~our~~upon ~~Chief~~third ~~Executive~~parties ~~Officer~~to ~~(our~~provide ~~principal~~us ~~executive~~with ~~officer~~accounting ~~and~~consulting ~~our~~services ~~principal~~for ~~financial~~the ~~officer),~~foreseeable wefuture ~~conducted~~which anwe ~~evaluation~~believe ofmitigates the ~~effectiveness~~impact of ~~our~~the ~~internal~~material ~~control~~weaknesses ~~over~~discussed ~~financial~~above. ~~reporting~~Until ~~based~~such ontime ~~the~~as ~~framework~~we inhave ~~Internal~~a ~~Control~~chief —financial ~~Integrated~~officer ~~Framework~~with ~~issued by~~ the ~~Committee~~requisite ofexpertise ~~Sponsoring~~in ~~Organizations~~U.S. ofGAAP ~~the~~and ~~Treadway~~establish ~~Commission~~an ~~(2013~~audit ~~framework)~~committee and ~~subsequent~~implement ~~guidance~~internal ~~prepared~~controls byand ~~the~~procedures, ~~Commission~~there ~~specifically~~are ~~for~~no ~~smaller~~assurances ~~public~~that ~~companies.~~the ~~Based~~material onweaknesses ~~that~~and ~~evaluation,~~significant ~~our~~deficiencies ~~management~~in ~~concluded that~~ our ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting~~will ~~was~~ not ~~effective~~result asin oferrors ~~December~~in ~~31,~~our ~~2019~~financial ~~because~~statements itwhich ~~identified~~could ~~the~~lead ~~following~~to ~~material~~a ~~weakness~~restatement ~~and~~of ~~significant~~those ~~deficiencies:~~financial statements.

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

Our management, including our Chief Executive Officer (our principal executive officer and our principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

AChanges ~~material weakness is a deficiency or a combination of deficiencies~~ in ~~internal~~Internal ~~control~~Control ~~over~~Over ~~financial~~Financial ~~reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.~~Reporting

WeThere ~~expect~~were tono bechanges ~~materially~~in ~~dependent~~the ~~upon~~Company’s ~~third~~internal ~~parties~~control toover ~~provide~~financial usreporting ~~with~~during ~~accounting consulting services for~~ the ~~foreseeable~~fourth ~~future~~quarter ~~which we believe mitigates the impact~~ of ~~the~~2020, ~~material~~which ~~weaknesses~~were ~~discussed~~identified ~~above.~~in ~~Until~~connection ~~such time as we have a chief financial officer~~ with ~~the~~management’s ~~requisite~~evaluation ~~expertise~~required inby ~~U.S.~~paragraph ~~GAAP~~(d) ~~and~~of ~~establish~~Rules an13a-15 ~~audit committee~~ and ~~implement~~15d-15 ~~internal~~under ~~controls~~the ~~and~~Exchange ~~procedures~~Act, ~~there are no assurances~~ that ~~the~~have ~~material~~materially ~~weaknesses~~affected, ~~and~~or ~~significant~~are ~~deficiencies~~reasonably inlikely ~~our~~to ~~disclosure~~materially ~~controls~~affect, ~~and~~the ~~procedures~~Company’s ~~will~~internal ~~not~~control ~~result~~over ~~in errors in our~~ financial ~~statements which could lead to a restatement of those financial statements~~reporting.

~~Our~~Item management, including our Chief Executive Officer (our principal executive officer and our principal financial officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud9B. AOther ~~control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met~~Information. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

~~Changes in Internal Control Over Financial Reporting~~None.

~~There~~11 ~~were~~Table ~~no changes in the Company’s internal control over financial reporting during the fourth quarter~~ of 2019, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.Contents

~~Item~~PART ~~9B. Other Information~~III

~~None~~Item 10. Directors, Executive Officers and Corporate Governance.

11All ~~Table~~directors of ~~Contents~~our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

PART III

Name

Position Held with the Company

Age

Date First Elected

or Appointed

Jian Wei Yu

Chief Executive Officer, Chief Financial Officer,

Chief Operating Officer, Secretary and Director

February 22, 2019

~~Item~~Business ~~10. Directors, Executive Officers and Corporate Governance~~Experience

~~All~~The ~~directors~~following ofis ~~our~~a ~~company~~brief ~~hold~~account ~~office~~of ~~until~~ the ~~next~~education ~~annual~~and ~~meeting~~business ofexperience ~~the~~during ~~security~~at ~~holders~~least orthe ~~until~~past ~~their~~five ~~successors~~years ~~have~~of ~~been~~each ~~elected~~director, ~~and~~executive ~~qualified.~~officer ~~The~~and ~~officers~~key employee of our company, ~~are~~indicating ~~appointed~~the byperson’s ~~our~~principal ~~board~~occupation ofduring ~~directors~~that ~~and hold office until their death~~period, ~~resignation~~and orthe ~~removal~~name ~~from~~and ~~office.~~principal ~~Our~~business ~~directors~~of ~~and~~the ~~executive~~organization ~~officers,~~in ~~their~~which ~~ages,~~such ~~positions~~occupation ~~held,~~ and ~~duration~~employment aswere ~~such,~~carried ~~are as follows:~~out.

Name		Position Held with the Company		Age		Date First Electedor Appointed
Jian Wei Yu		Chief Executive Officer, Chief Financial Officer,Chief Operating Officer, Secretary and Director		42		February 22, 2019

Jian Wei Yu - Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and director.

Mr. Yu is a graduate of the Guangdong Institute of Science and Technology in Mainland China. From 1995-2000, Mr. Yu served as a sales and business officer of Dongguan Sure Surplus Marking Planning Limited (“Dongguan”). From 2001-2012, Mr. Yu served as a Business ~~Experience~~Development Manager with Dongguan. From 2013-2019, Mr. Yu served as General Manager, Marketing and Planning of Dongguan.

~~The~~Our ~~following~~company isbelieves athat ~~brief~~Mr. ~~account~~Yu’s ofprofessional ~~the~~background ~~education and business~~ experience ~~during~~gives athim ~~least~~ the ~~past~~qualifications ~~five years of each director, executive officer~~ and ~~key~~skills ~~employee~~necessary ofto ~~our~~serve ~~company,~~as ~~indicating~~a ~~the~~director ~~person’s principal occupation during that period,~~ and ~~the~~officer ~~name and principal business~~ of ~~the~~our ~~organization in which such occupation and employment were carried out~~company.

~~Jian~~Term ~~Wei~~of ~~Yu - Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and director.~~Office

~~Mr.~~Our Yudirectors isare aappointed ~~graduate~~for ofa ~~the~~one-year ~~Guangdong~~term ~~Institute~~to ofhold ~~Science~~office ~~and~~until ~~Technology~~the innext ~~Mainland~~annual ~~China.~~general ~~From~~meeting ~~1995-2000,~~of ~~Mr.~~our Yustockholders ~~served~~or asuntil aremoved ~~sales~~from ~~and~~office ~~business~~in ~~officer~~accordance ofwith ~~Dongguan~~our ~~Sure Surplus Marking Planning Limited (“Dongguan”)~~bylaws. ~~From~~Our ~~2001-2012,~~officers ~~Mr.~~are Yuappointed ~~served~~by asour aboard ~~Business~~of ~~Development~~directors ~~Manager~~and ~~with~~hold ~~Dongguan.~~office ~~From~~until ~~2013-2019,~~removed ~~Mr.~~by Yuthe ~~served as General Manager, Marketing and Planning of Dongguan~~board.

~~Our~~All ~~company~~officers ~~believes~~and ~~that~~directors ~~Mr.~~listed ~~Yu’s~~above ~~professional~~will ~~background~~remain ~~experience~~in ~~gives~~office ~~him~~until the ~~qualifications~~next annual meeting of our stockholders, and ~~skills~~until ~~necessary~~their successors have been duly elected and qualified. There are no agreements with respect to ~~serve~~the aselection aof ~~director~~Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or ~~officer~~any committee of our ~~company~~Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

~~Term~~Family ~~of Office~~Relationships

~~Our~~There ~~directors~~ are ~~appointed~~no ~~for~~family arelationships ~~one-year~~between ~~term~~any ~~to hold office until the next annual general meeting~~ of our ~~stockholders~~directors, orexecutive ~~until removed from office in accordance with our bylaws. Our~~ officers ~~are~~and ~~appointed~~proposed ~~by our board of~~ directors ~~and~~or ~~hold~~executive ~~office until removed by the board~~officers.

~~All~~12 ~~officers~~Table ~~and directors listed above will remain in office until the next annual meeting~~ of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.Contents

~~Family~~Involvement ~~Relationships~~in Certain Legal Proceedings

~~There~~To ~~are~~the nobest ~~family~~of ~~relationships~~our ~~between~~knowledge, ~~any~~none of our directors, or executive officers ~~and~~has, ~~proposed~~during ~~directors~~the orpast ~~executive~~ten ~~officers.~~ years:

121. ~~Table~~been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of ~~Contents~~the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Involvement~~Compliance inwith ~~Certain~~Section ~~Legal~~16(A) ~~Proceedings~~of the Securities Exchange Act of 1934

ToOur common stock is not registered pursuant to Section 12 of the ~~best~~Securities Exchange Act of ~~our~~1934, ~~knowledge~~as amended (the “Exchange Act”). Accordingly, ~~none~~our executive officers and directors and persons who own more than 10% of a registered class of our ~~directors~~equity orsecurities ~~executive~~are ~~officers~~not ~~has,~~subject ~~during~~to the ~~past~~beneficial ~~ten~~ownership ~~years:~~reporting requirements of Section 16(1) of the Exchange Act.

1.Code been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 6. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.Ethics

~~Compliance~~We ~~with~~have ~~Section~~not ~~16(A)~~adopted ofa ~~the~~Code ~~Securities~~of ~~Exchange~~Business ~~Act~~Conduct ofand ~~1934~~Ethics.

~~Our~~Board ~~common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our executive officers~~ and ~~directors~~Committee ~~and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.~~Meetings

~~Code~~Our board of ~~Ethics~~directors held no formal meetings during the year ended December 31, 2020. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

WeNomination ~~have not adopted a Code of Business Conduct and Ethics.~~Process

~~Board~~As ~~and~~of ~~Committee~~December ~~Meetings~~31, 2020, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.

~~Our~~13 ~~board~~Table of directors held no formal meetings during the year ended December 31, 2019. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.Contents

~~Nomination~~Audit ~~Process~~Committee

AsCurrently ~~of December 31, 2019, we did not effect any material changes to the procedures by which~~ our ~~shareholders~~audit ~~may~~committee ~~recommend~~consists ~~nominees~~of to our entire board of directors. ~~Our~~We ~~board~~do ~~of directors does~~ not have a ~~policy~~standing ~~with~~audit ~~regards~~committee toas ~~the~~we ~~consideration~~currently ofhave ~~any~~limited ~~director~~working ~~candidates~~capital ~~recommended~~and byminimal ~~our shareholders~~revenues. ~~Our~~Should ~~board~~we ofbe ~~directors~~able ~~has~~to ~~determined~~raise ~~that~~sufficient itfunding ~~is in the best position~~ to ~~evaluate~~execute our ~~company’s~~business ~~requirements~~plan, aswe ~~well~~will asform ~~the~~an ~~qualifications~~audit, ofcompensation ~~each~~committee ~~candidate~~and ~~when~~other ~~the~~applicable ~~board~~committees ~~considers~~utilizing ~~a nominee for a position on~~ our ~~board of~~ directors.’ ~~If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report~~expertise.

13Audit ~~Table~~Committee ofFinancial ~~Contents~~Expert

~~Audit~~Currently ~~Committee~~our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.

~~Currently~~Item ~~our audit committee consists of our entire board of directors~~11. WeExecutive ~~do not have a standing audit committee as we currently have limited working capital and minimal revenues~~Compensation. ~~Should we be able to raise sufficient funding to execute our business plan, we will form an audit, compensation committee and other applicable committees utilizing our directors’ expertise.~~

~~Audit~~The ~~Committee~~particulars ~~Financial~~of ~~Expert~~the compensation paid to the following persons:

~~Currently~~(a) our ~~audit~~principal ~~committee~~executive ~~consists~~officer; (b) each of our ~~entire~~two ~~board~~most highly compensated executive officers who were serving as executive officers at the end of ~~directors.~~the Weyears doended ~~not~~December ~~currently~~31, 2019 and 2018; and (c) up to two additional individuals for whom disclosure would have abeen ~~director~~provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2019 and 2018, who iswe ~~qualified~~will tocollectively ~~act~~refer to as the ~~head~~named executive officers of our company, are set out in the ~~audit~~following ~~committee.~~summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensa-tion ($)		Change in Pension Value and Nonqualified Deferred Compensa-tion Earnings ($)		All Other Compensa-tion ($)		Total ($)
Jian Wei Yu⁽¹⁾ CEO, CFO,	2020		-		-		-		-		-		-		-		-
COO, Secretary and Director	2019		-		-		-		-		-		-		-		-
Wai Lim Wong⁽²⁾ Former CEO,	2020		-		-										-		-
President and Director	2019		1,923		-		-		-		-		-		5,769		7,692
Wai Chin Chan⁽³⁾	2019		-		-		-		-		-		-		-		-
Chin Lin Chow⁽⁴⁾	2020		-		-		-		-		-		-		-		-
Former Secretary	2019		-		-		-		-		-		-		769		69
Ching Yau Chu⁽⁵⁾	2019		-		-		-		-		-		-		-		-
Former COO

~~The particulars of the compensation paid to the following persons:~~______________

(a) our principal executive officer; (b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended December 31, 2019 and 2018; and (c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended December 31, 2019 and 2018, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

	(1)	Mr. Yu was appointed Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Director on February 22, 2019.

	(2)	Mr. Wong resigned all positions on February 22, 2019.

	(3)	Mr. Chan resigned as Chief Financial Officer on February 22, 2019.

	(4)	Mr. Chow resigned as Secretary on February 22, 2019

	(5)	Mr. Chu resigned as Chief Operating Officer on February 22, 2019.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary($)		Bonus($)		Stock Awards($)		Option Awards($)		Non-Equity Incentive Plan Compensa-tion ($)		Change in PensionValue and Nonqualified Deferred Compensa-tion Earnings($)		AllOther Compensa-tion($)		Total($)
Jian Wei Yu(1) CEO, CFO,	2019		-		-		-		-		-		-		-		-
COO, Secretary and Director	2018		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Wai Lim Wong(2) Former CEO,	2019	1,923			-										5,769		7,692
President and Director	2018		7,692		-		-		-		-		-		23,077		30,769
Wai Chin Chan(3)	2019		-		-		-		-		-		-		-		-
Former CFO	2018		-		-		-		-		-		-		-		-
Chin Lin Chow(4)	2019		0												769		769
Former Secretary	2018		1,282		-		-		-		-		-		3,846		5,128
Ching Yau Chu(5)	2019		-		-		-		-		-		-		-		-
Former COO	2018		-		-		-		-		-		-		-		-

Table of Contents

~~______________~~Except as disclosed, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

	(1)	Mr. Yu was appointed Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Director on February 22, 2019.
	(2)	Mr. Wong resigned all positions on February 22, 2019.
	(3)	Mr. Chan resigned as Chief Financial Officer on February 22, 2019.
	(4)	Mr. Chow resigned as Secretary on February 22, 2019
	(5)	Mr. Chu resigned as Chief Operating Officer on February 22, 2019.

Employment Agreements

14Wai ~~Table~~Lim ~~of Contents~~Wong

~~Except~~We asentered ~~disclosed,~~into ~~there~~an ~~are~~employment noagreement ~~arrangements~~effective orAugust ~~plans in which we provide pension~~28, ~~retirement~~2018 orwith ~~similar~~Wai ~~benefits~~Lim ~~for~~Wong ~~directors~~pursuant orto ~~executive~~which ~~officers~~Mr. ~~Our~~Wong ~~directors~~agreed ~~and~~to ~~executive~~serve ~~officers~~as ~~may receive share options at the discretion of~~ our ~~board~~Chief ofExecutive ~~directors in the future~~Officer. WePursuant ~~do not have any material bonus or profit sharing plans pursuant~~ to ~~which~~his ~~cash~~employment oragreement, ~~non-cash~~Mr. ~~compensation~~Wong is ~~or may be~~ paid toan ~~our~~annual ~~directors~~salary orof ~~executive~~HKD60,000 ~~officers~~($7,653). ~~except~~We ~~that~~also ~~share~~agreed ~~options~~to ~~may~~pay bea ~~granted~~maximum atentertainment ~~the~~allowance ~~discretion~~ of ~~our~~HKD15,000 ~~board~~($1,913) ~~of directors~~monthly.

~~Employment~~Upon ~~Agreements~~termination of Mr. Wong’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the board of directors and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; and (e) to severance in an amount equal to HKD5,000 ($638); provided, however, that in the event he is terminated “for cause” (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination “for cause.”

~~Wai~~Commencing ~~Lim~~on the termination of his employment and through the second anniversary of such date, Mr. Wong is prohibited from (a) inducing or attempting to influence any of our employees to engage in any activities competitive with our then business; (b) employing or offering employment to any person who was employed by us on the date of termination; or (c) inducing or attempting to induce any customer, supplier, licensee or other business relationship of ours to cease or reduce its business with us or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and us.

WeThis ~~entered into an employment~~ agreement ~~effective~~terminated ~~August~~upon ~~28,~~the ~~2018~~resignation ~~with~~of ~~Wai Lim Wong pursuant to which~~ Mr. Wong ~~agreed~~on toFebruary ~~serve as our Chief Executive Officer. Pursuant to his employment agreement~~22, Mr2019. ~~Wong is paid an annual salary of HKD60,000 ($7,653). We also agreed to pay a maximum entertainment allowance of HKD15,000 ($1,913) monthly.~~

~~Upon~~Chi ~~termination~~Lin of Mr. Wong’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the board of directors and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; and (e) to severance in an amount equal to HKD5,000 ($638); provided, however, that in the event he is terminated “for cause” (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination “for cause.”Chow

~~Commencing~~We onentered ~~the~~into ~~termination~~an ~~of his~~ employment ~~and~~agreement ~~through~~effective ~~the~~August ~~second anniversary of such date~~28, ~~Mr.~~2018 ~~Wong~~with isChi ~~prohibited~~Lin ~~from~~Chow ~~(a)~~pursuant ~~inducing or attempting~~ to ~~influence~~which ~~any~~Mr. ofChow ~~our~~agreed ~~employees~~ to ~~engage~~serve inas ~~any activities competitive with~~ our ~~then~~Secretary. ~~business;~~Pursuant ~~(b)~~to ~~employing~~his ~~or offering~~ employment toagreement, ~~any~~Mr. ~~person~~Chow ~~who~~is ~~was~~paid ~~employed~~an byannual ussalary ~~on the date~~ of ~~termination;~~HKD60,000 or (c$7,653). ~~inducing~~We oralso ~~attempting~~agreed to ~~induce~~pay ~~any~~a ~~customer,~~maximum ~~supplier,~~entertainment ~~licensee~~allowance ~~or other business relationship~~ of ~~ours~~HKD5,000 to($638) ~~cease~~monthly. orSince ~~reduce~~March ~~its business with us or in any way interfere with the relationship between any such customer~~2019, ~~supplier,~~Mr. ~~licensee~~Chow orhas ~~business~~received ~~relationship~~no ~~and us~~salary.

~~This~~Upon termination of Mr. Chow’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the board of directors and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; ~~terminated~~(d) ~~upon~~any benefits accrued or earned in accordance with the ~~resignation~~terms of ~~Mr.~~any ~~Wong~~of onour ~~February~~applicable 22benefit plans or programs; and (e) to severance in an amount equal to HKD5,000 ~~2019~~($638); provided, however, that in the event he is terminated “for cause” (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination “for cause.”

Table of Contents

~~Chi~~Commencing ~~Lin~~on the termination of his employment and through the second anniversary of such date, Mr. Chow is prohibited from (a) inducing or attempting to influence any of our employees to engage in any activities competitive with our then business; (b) employing or offering employment to any person who was employed by us on the date of termination; or (c) inducing or attempting to induce any customer, supplier, licensee or other business relationship of ours to cease or reduce its business with us or in any way interfere with the relationship between any such customer, supplier, licensee or business relationship and us.

WeThis ~~entered into an employment~~ agreement ~~effective~~terminated ~~August~~upon ~~28,~~the ~~2018~~resignation ~~with~~of ~~Chi Lin Chow pursuant to which~~ Mr. Chow ~~agreed~~on toFebruary ~~serve as our Secretary. Pursuant to his employment agreement~~22, ~~Mr. Chow is paid an annual salary of HKD60,000 ($7,653). We also agreed to pay a maximum entertainment allowance of HKD5,000 ($638) monthly. Since March~~ 2019~~, Mr~~. ~~Chow has received no salary.~~

~~Upon~~Grants ~~termination~~ of ~~Mr.~~Plan-Based Chow’s employment for any reason, he will be entitled to (a) his base salary accrued through the date of termination; (b) any bonus that has been approved by the board of directors and remains unpaid; (c) reimbursement of expenses incurred prior to termination that were incurred in connection with his duties and obligations under the agreement; (d) any benefits accrued or earned in accordance with the terms of any of our applicable benefit plans or programs; and (e) to severance in an amount equal to HKD5,000 ($638); provided, however, that in the event he is terminated “for cause” (as defined below), and subject to applicable law, we shall be entitled to offset against such severance payment an amount equal to any loss or damage which we have incurred as result of the acts or omissions resulting in such termination “for cause.”Awards

~~Commencing~~During on the ~~termination~~fiscal ofyear ~~his~~ended ~~employment~~December ~~and through the second anniversary of such date~~31, Mr. Chow is prohibited from (a) inducing or attempting to influence any of our employees to engage in any activities competitive with our then business; (b) employing or offering employment to any person who was employed by us on the date of termination; or (c) inducing or attempting to induce any customer2020, ~~supplier,~~we ~~licensee~~did ornot ~~other~~grant ~~business relationship of ours to cease or reduce its business with us or in~~ any ~~way~~stock ~~interfere with the relationship between any such customer, supplier, licensee or business relationship and us~~options.

~~This~~Option ~~agreement~~Exercises ~~terminated~~and ~~upon~~Stock ~~the resignation of Mr. Chow on February 22, 2019.~~Vested

~~Grants~~During ofour ~~Plan-Based~~fiscal ~~Awards~~year ended December 31, 2020, there were no options exercised by our named officers.

~~During~~Compensation ~~the~~of ~~fiscal year ended December 31, 2019, we did not grant any stock options.~~Directors

~~Option~~We ~~Exercises~~do ~~and~~not ~~Stock~~have ~~Vested~~any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

~~During~~No ~~our~~compensation ~~fiscal~~was ~~year~~paid ~~ended~~to ~~December~~non-employee ~~31,~~directors ~~2019,~~for ~~there~~the ~~were~~year noended ~~options~~December ~~exercised~~31, ~~by our named officers~~2020.

~~Compensation~~Pension, ofRetirement ~~Directors~~or Similar Benefit Plans

WeThere doare ~~not~~no ~~have~~arrangements ~~any~~or ~~agreements~~plans ~~for~~in ~~compensating~~which ~~our~~we ~~directors~~provide ~~for~~pension, ~~their~~retirement ~~services~~or insimilar ~~their~~benefits ~~capacity~~for as directors, ~~although~~or ~~such~~executive ~~directors~~officers. ~~are~~We ~~expected~~have inno ~~the~~material ~~future~~bonus toor ~~receive~~profit ~~stock~~sharing ~~options~~plans pursuant to ~~purchase~~which ~~shares~~cash ofor non-cash compensation is or may be paid to our ~~common~~directors or executive officers, except that stock asoptions ~~awarded~~may bybe ~~our~~granted at the discretion of the board of directors or a committee thereof.

NoIndebtedness ~~compensation~~of ~~was~~Directors, ~~paid~~Senior toOfficers, ~~non-employee~~Executive ~~directors~~Officers ~~for~~and ~~the~~Other ~~year ended December 31, 2019.~~Management

~~Pension~~None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, ~~Retirement~~is or ~~Similar~~has ~~Benefit~~been ~~Plans~~indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

~~There~~16 ~~are~~Table no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of ~~the board of directors or a committee thereof.~~ Contents

~~Indebtedness~~Item 12. Security Ownership of ~~Directors,~~Certain ~~Senior~~Beneficial ~~Officers,~~Owners ~~Executive~~and ~~Officers~~Management and ~~Other~~Related ~~Management~~Stockholder Matters.

~~None~~The following table sets forth, as of ~~our~~September ~~directors~~20, or2021, ~~executive~~certain ~~officers~~information orwith ~~any~~respect ~~associate~~to orthe ~~affiliate~~beneficial ownership of our ~~company~~common ~~during~~and preferred shares by each shareholder known by us to be the ~~last~~beneficial ~~two~~owner ~~fiscal~~of ~~years~~more than 5% of our common and preferred shares, isas orwell ~~has~~as ~~been~~by ~~indebted~~each toof our ~~company~~current bydirectors ~~way~~and executive officers as a group. Each person has sole voting and investment power with respect to the shares of ~~guarantee,~~common ~~support~~and ~~agreement~~preferred stock, ~~letter~~except as otherwise indicated. Beneficial ownership consists of ~~credit~~a ordirect ~~other~~interest ~~similar~~in ~~agreement~~the orshares ~~understanding~~of ~~currently~~common ~~outstanding.~~and preferred stock, except as otherwise indicated.

16 Table of Contents

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class⁽¹⁾
Jian Wei Yu Room 10C, 10/F, ACME Building, 28 Nanking Street, Jordan, Kowloon, Hong Kong		-		-
*Directors and Executive Officers as a Group*		-		-
Kang Min Global Holdings Limited 306 Victoria House, Victoria Mahe, Seychelles		4,750,000		85.85	%
*5% and Greater Shareholders as a Group*		4,750,000		85.85	%

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~_________________

~~The~~(1) ~~following~~Under ~~table~~Rule ~~sets~~13d-3, ~~forth~~a beneficial owner of a security includes any person who, asdirectly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of ~~June~~shares; 15and (ii) investment power, ~~2020~~which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, ~~certain~~for ~~information~~example, ~~with~~persons ~~respect~~share the power to vote or the ~~beneficial~~power ~~ownership~~to dispose of ~~our~~the ~~common~~shares). ~~and~~In ~~preferred~~addition, shares byare ~~each~~deemed ~~shareholder~~to ~~known~~be beneficially owned by usa person if the person has the right to beacquire the ~~beneficial~~shares ~~owner~~(for example, upon exercise of ~~more~~an ~~than~~option) 5%within 60 days of ~~our~~the ~~common~~date ~~and~~as ~~preferred~~of ~~shares~~which the information is provided. In computing the percentage ownership of any person, asthe ~~well~~amount asof byshares ~~each~~outstanding is deemed to include the amount of ~~our~~shares ~~current~~beneficially ~~directors~~owned by such person (and ~~executive~~only ~~officers~~such asperson) aby ~~group~~reason of these acquisition rights. ~~Each~~As a result, the percentage of outstanding shares of any person ~~has~~as ~~sole~~shown ~~voting~~in ~~and~~this ~~investment~~table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common ~~and~~stock ~~preferred~~actually ~~stock,~~outstanding ~~except~~on asSeptember ~~otherwise~~20, ~~indicated~~2021. ~~Beneficial~~As ~~ownership consists~~ of aSeptember ~~direct~~20, ~~interest~~2021, inthere ~~the~~were 5,533,000 shares of ~~common~~our ~~and~~company’s ~~preferred~~common stock, ~~except~~issued asand ~~otherwise indicated~~outstanding.

Name and Address of Beneficial Owner	Amount andNature ofBeneficial Ownership		Percentageof Class(1)
Jian Wei Yu Unit 1101-1102, 11/F, Railway Plaza39 Chatham Road S. Tsim Sha Tsui, Kowloon, Hong Kong		-		-
Directors and Executive Officers as a Group		-		-
Ping Zhang 1-3-1 No 15 Xinxingyuan Ganjingzi District, Dallian City, Liaoning Province		4,750,000		85.85	%
5% and Greater Shareholders as a Group		4,750,000		85.85	%

Changes in Control

~~_________________~~We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

~~(1)~~Item Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares13. Certain ~~shares~~Relationships ~~may~~and beRelated ~~deemed to be beneficially owned by more than one person (if~~Transactions, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and ~~only~~Director ~~such person) by reason of these acquisition rights~~Independence. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on June 15, 2020. As of June 15, 2020, there were 5,533,000 shares of our company’s common stock issued and outstanding.

~~Changes~~Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in ~~Control~~any transaction, or proposed transaction since the year ended December 31, 2020, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

WeDirector are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.Independence

~~Item~~We ~~13.~~currently ~~Certain~~act ~~Relationships~~with ~~and~~one ~~Related Transactions~~director, ~~and~~Jian ~~Director~~Wei ~~Independence~~Yu.

~~Except~~We ashave ~~disclosed~~determined ~~herein,~~we nodo ~~director,~~not ~~executive~~have ~~officer,~~an ~~shareholder~~independent ~~holding at least 5% of shares of our common stock~~director, oras ~~any~~that ~~family~~term ~~member~~is ~~thereof,~~used ~~had any material interest, direct or indirect,~~ in ~~any~~Rule ~~transaction,~~4200(a)(15) orof ~~proposed transaction since~~ the ~~year~~Rules ~~ended December 31, 2019, in which the amount involved in the transaction exceeded or exceeds the lesser~~ of ~~$120,000~~National orAssociation ~~one percent~~ of ~~the~~Securities ~~average of our total assets at the year-end for the last three completed fiscal years~~Dealers.

~~Director~~Currently ~~Independence~~our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

WeFrom ~~currently~~inception ~~act~~to ~~with~~present ~~one director~~date, ~~Jian~~we ~~Wei~~believe Yuthat the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

We17 ~~have~~Table ~~determined we do not have an independent director, as that term is used in Rule 4200(a)(15)~~ of ~~the Rules of National Association of Securities Dealers.~~Contents

~~Currently~~Item ~~our audit committee consists of our entire board of directors~~14. WePrincipal ~~currently~~Accounting doFees ~~not~~and ~~have nominating, compensation committees or committees performing similar functions~~Services. ~~There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.~~

~~From~~The ~~inception~~aggregate tofees ~~present~~billed ~~date~~for the most recently completed fiscal year ended December 31, we2020 ~~believe~~and ~~that~~for fiscal year ended December 31, 2019, for professional services rendered by the ~~members~~principal accountant for the audit of our ~~audit~~annual ~~committee~~financial statements and review of the ~~board~~financial ofstatements ~~directors~~included ~~have~~in ~~been~~our quarterly reports on Form 10-Q and services that are ~~collectively~~normally ~~capable~~provided ofby ~~analyzing~~the ~~and~~accountant ~~evaluating~~in ~~our~~connection ~~financial~~with ~~statements~~statutory and ~~understanding~~regulatory ~~internal~~filings ~~controls~~or ~~and~~engagements ~~procedures~~ for ~~financial~~these ~~reporting.~~fiscal periods were as follows:

17 Table of Contents

	Years Ended
	December 31, 2020		December 31, 2019
Audit Fees	$	15,500	$	15,500
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	15,500	$	15,500

~~Item~~Our 14board of directors pre-approves all services provided by our independent auditors. ~~Principal~~All ~~Accounting~~of ~~Fees~~the above services and ~~Services~~fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

~~The~~Our ~~aggregate~~board ~~fees~~of ~~billed~~directors ~~for~~has considered the ~~most~~nature ~~recently completed fiscal year ended December 31, 2019~~ and ~~for~~amount ~~fiscal~~of ~~year~~fees ~~ended~~billed ~~December 31, 2018, for professional services rendered~~ by ~~the principal accountant for the audit of~~ our ~~annual~~independent ~~financial~~auditors ~~statements~~ and ~~review~~believes ofthat the ~~financial~~provision ~~statements~~of ~~included in our quarterly reports on Form 10-Q and~~ services ~~that~~for ~~are~~activities ~~normally~~unrelated ~~provided~~to by the ~~accountant~~audit inis ~~connection~~compatible with ~~statutory~~maintaining ~~and~~our ~~regulatory~~independent ~~filings~~auditors’ ~~or engagements for these fiscal periods were as follows:~~ independence.

	Years Ended
	December 31,2019		December 31,2018
Audit Fees	$	15,500	$	15,500
Audit Related Fees	Nil		Nil
Tax Fees	Nil		Nil
All Other Fees	Nil		Nil
Total	$	15,500	$	15,500

Table of Contents

~~Our~~PART board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.IV

~~Our~~Item ~~board~~15. ofExhibits ~~directors has considered the nature~~ and ~~amount~~Financial ofStatement ~~fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence~~Schedules.

18 Table of Contents

(a)	Financial Statements

		(1)	Financial statements for our company are listed in the index on page F-1 and included in pages F-2 through F-15.

		(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)	Exhibits

PART IV

		Incorporated by Reference
Exhibit No.	Title	Form	Exhibit	Filing Date
(3)	(i) Articles of incorporation; (ii) Bylaws
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	2/24/2018
(21)	Subsidiaries of the Registrant
21.1*	Subsidiaries of the Registrant
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)**	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

~~Item 15. Exhibits, Financial Statement Schedules~~_________

(a)	Financial Statements
		(1)	Financial statements for our company are listed in the index on page F-1 and included in pages F-2 through F-14
		(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b)	Exhibits

* Filed herewith.

		Incorporated by Reference
Exhibit No.	Title	Form	Exhibit	Filing Date
(3)	(i) Articles of incorporation; (ii) Bylaws
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	2/24/2018
(21)	Subsidiaries of the Registrant
21.1*	Subsidiaries of the Registrant
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(101)**	Interactive Data File
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

** Furnished herewith

~~_________~~19 Table of Contents

* Filed herewith.SIGNATURES

**Pursuant ~~Furnished~~to ~~herewith~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

19 Table of Contents

		ABV CONSULTING, INC.
		(Registrant)

Dated: September 28, 2021		/s/ Jian Wei YU
		Jian Wei YU
		Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: September 28, 2021		/s/ Jian Wei YU
		Jian Wei YU
		Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

		ABV CONSULTING, INC.
		(Registrant)
Dated: June 15, 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)

Table of Contents

~~Pursuant~~INDEX toTO ~~the~~AUDITED ~~requirements~~CONSOLIDATED ofFINANCIAL ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~ STATEMENTS

Dated: June 15, 2020		/s/ Jian Wei YU
		Page
		Jian Wei YU
Report of Independent Registered Public Accounting Firm		F-2
		Chief Executive Officer, Chief Financial Officer,Chief Operating Officer, Secretary and Director
Consolidated Balance Sheets as of December 31, 2020 and 2019		F-4
		(Principal Executive Officer, Principal FinancialOfficer and Principal Accounting Officer)
Consolidated Statements of Operations for the years ended December 31, 2020 and 2019		F-5
Consolidated Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2020 and 2019		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019		F-7
Notes to the Consolidated Financial Statements		F-8

20F-1 Table of Contents

~~Item~~Report 8.of ~~Financial~~Independent ~~Statements~~Registered ~~and~~Public ~~Supplementary~~Accounting ~~Data~~Firm

~~INDEX~~To TOthe ~~AUDITED~~shareholders ~~CONSOLIDATED~~and ~~FINANCIAL~~the ~~STATEMENTS~~board of directors of ABV Consulting, Inc

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2019 and 2018	F-3
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018	F-4
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2019 and 2018	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018	F-6
Notes to the Consolidated Financial Statements	F-7

Opinion on the Financial Statements

~~F-1~~We ~~Table~~have audited the accompanying consolidated balance sheets of ~~Contents~~ABV Consulting, Inc. and subsidiaries (the "Company") as of December 31, 2020, the related consolidated statements of operations, changes in shareholders' equity and cash flows, for the year ended December 31, 2020, and the related notes collectively referred to as the consolidated "financial statements. The financial statement of ABV Consulting, Inc. As of December 31, 2019, were audited by other auditors whose report dated June 15, 2020, expressed an unqualify opinion on those statement.

~~REPORT~~ In OFour ~~INDEPENDENT~~opinion, ~~REGISTERED~~the ~~PUBLIC~~consolidated ~~ACCOUNTING~~financial ~~FIRM~~statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

~~The~~Going ~~Board of Directors and Shareholders of~~Concern

~~ABV~~The ~~Consulting~~accompanying financial statements have been prepared assuming the company will continue as a going concern as disclosed in Note 2 to the financial statement, ~~Inc~~the company has suffered an accumulated deficit and working capital deficit.: The continuation of the Company as a going concern through December 31, 2020, is dependent upon improving the profitability and the continuing financial support from its stockholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due.

~~Opinion~~ These onfactors raise substantial doubt about the ~~Consolidated~~company ~~Financial~~ability ~~Statements~~to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of the uncertainty.

WeBasis have audited the accompanying consolidated balance sheets of ABV Consulting, Inc. and Subsidiaries (“the Company”) as of December 31, 2019 and 2018, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for ~~the~~Opinion years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Going~~These ~~Concern~~financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion

~~The~~OLAYINKA ~~accompanying~~OYEBOLA ~~consolidated~~& ~~financial statements have been prepared assuming that the Company will continue as a going concern~~CO. As discussed in note 1 to the consolidated financial statements, as of December 31, 2019, the Company has suffered from an accumulated deficit and working capital deficit. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~(Chartered ~~for Opinion~~Accountants)

~~These~~We ~~consolidated~~have ~~financial~~served ~~statements~~as ~~are~~ the ~~responsibility of the~~ Company’'s ~~management.~~auditor ~~Our~~since ~~responsibility~~September ~~is to express an opinion on the Company’s financial statements based on our audits~~2020. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeSeptember conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement27th, ~~whether due to error or fraud~~2021. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Our~~Lagos audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also include evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.Nigeria

WeF-2 ~~have~~Table ~~served~~of ~~as the Company’s auditor since 2017.~~Contents

~~/s/~~ REPORT ~~HKCM~~OF ~~CPA~~INDEPENDENT &REGISTERED ~~Co.~~PUBLIC ACCOUNTING FIRM

~~Certified~~ The ~~Public~~Board ~~Accountants~~of Directors and Shareholders of

~~Hong~~ABV ~~Kong~~Consulting, ~~China~~ Inc.:

~~June~~Opinion ~~15,~~on ~~2020~~the Consolidated Financial Statements

~~F-2~~We ~~Table~~have audited the accompanying consolidated balance sheet of ~~Contents~~ABV Consulting, Inc. and Subsidiaries (“the Company”) as of December 31, 2019, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2019, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~ABV~~Going ~~CONSULTING, INC.~~Concern

~~Consolidated~~The ~~Balance~~accompanying ~~Sheets~~ consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the consolidated financial statements, as of December 31, 2019, the Company has suffered from an accumulated deficit and working capital deficit. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

AsBasis offor ~~December 31, 2019 and 2018~~Opinion

~~(Currency~~These ~~expressed~~consolidated infinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~Dollars~~ (“~~US$~~PCAOB”), ~~except~~and ~~for~~are ~~number~~required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of ~~shares)~~the Securities and Exchange Commission and the PCAOB.

	December 31,			December 31,
	2019			2018
ASSETS
Current Assets
Cash	$	4,348		$	4,534
Accounts receivable, net		-			12,821
Total Current Assets		4,348			17,355
TOTAL ASSETS	$	4,348		$	17,355
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	19,087		$	5,526
Due to related parties		290,209			257,853
Total Current Liabilities		309,296			263,379
Total Liabilities		309,296			263,379
Commitments and contingencies		-			-
Shareholders’ Deficit
Preferred stock: 10,000,000 authorized; $0.0001 par value
No shares issued and outstanding		-			-
Common stock: 3,000,000,000 shares authorized; $0.0001 par value
5,533,000 shares issued and outstanding as of December 31, 2019 & 2018		553			553
Additional paid in capital		159,437			159,437
Accumulated deficit		(464,938	)		(406,014	)
Total Shareholders’ Deficit		(304,948	)		(246,024	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	4,348		$	17,355

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our ~~accompanying~~audit ~~notes~~included ~~are~~performing anprocedures ~~integral~~to ~~part~~assess the risks of ~~these~~material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also includes evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~F-3~~We ~~Table~~have ofserved ~~Contents~~as the Company’s auditor since 2017, until September 14, 2021.

~~ABV~~/s/ ~~CONSULTING,~~HKCM ~~INC~~CPA & Co.

~~Consolidated~~Certified ~~Statements~~Public ~~of Operations~~ Accountants

~~For~~Hong ~~The Years Ended December 31~~Kong, ~~2019~~China ~~and 2018~~

~~(Currency~~June ~~expressed in United States Dollars (“US$”)~~15, ~~except for number of shares)~~2020

	Year Ended
	December 31,
	2019			2018
Revenue	$	-		$	25,641
Operating Expenses
General and administrative		16,519			52,048
Professional fees		42,405			34,252
Total Operating Expenses		58,924			86,300
Operating loss		(58,924	)		(60,659	)
Provision for income taxes		-			-
Net Loss	$	(58,924	)	$	(60,659	)
Basic and dilutive loss per common share	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding		5,533,000			5,533,000

F-3

Table of Contents

~~The~~ABV ~~accompanying~~CONSULTING, ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-4~~Consolidated ~~Table~~Balance ofSheets ~~Contents~~

~~ABV~~(Currency ~~CONSULTING~~expressed in United States Dollars (“US$”), ~~INC.~~except for number of shares)

Consolidated Statements of Changes in Shareholders’ Deficit

	December 31,			December 31,
	2020			2019
ASSETS
Current Assets
Cash	$	3,428		$	4,348
Total Current Assets		3,428			4,348

TOTAL ASSETS	$	3,428		$	4,348

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	17,359		$	19,087
Due to related parties		327,773			290,209
Total Current Liabilities		345,132			309,296

Total Liabilities		345,132			309,296

Commitments and contingencies		-			-

Shareholders’ Deficit
Preferred stock: 10,000,000 authorized; $0.0001 par value
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
Additional paid in capital		159,437			159,437
Accumulated deficit		(501,694	)		(464,938	)
Total Shareholders’ Deficit		(341,704	)		(304,948	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	3,428		$	4,348

~~For~~The ~~the~~accompanying ~~Years~~notes ~~Ended~~are ~~December~~an ~~31,~~integral ~~2019~~part ~~and~~of ~~2018~~these consolidated financial statements.

~~(Currency~~F-4 ~~expressed~~Table ~~in United States Dollars (“US$”), except for number~~ of ~~shares)~~Contents

	Preferred Stock				Common Stock				Additional					Total
	Number of Shares		Amount		Number of Shares		Amount		Paid inCapital		Accumulated Deficit			Shareholders’Deficit
Balance - December 31, 2017		-	$	-		5,533,000	$	553	$	159,437	$	(345,355	)	$	(185,365	)
Net loss		-		-		-		-		-		(60,659	)		(60,659	)
Balance - December 31, 2018		-	$	-		5,533,000	$	553	$	159,437	$	(406,014	)	$	(246,024	)
Net loss		-		-		-		-		-		(58,924	)		(58,924	)
Balance - December 31, 2019		-	$	-		5,533,000	$	553	$	159,437	$	(464,938	)	$	(304,948	)

ABV CONSULTING, INC.

~~The~~Consolidated ~~accompanying~~Statements ~~notes are an integral part~~ of ~~these~~Operations ~~consolidated financial statements.~~

~~F-5~~(Currency ~~Table~~expressed in United States Dollars (“US$”), except for number of ~~Contents~~shares)

ABV CONSULTING, INC.

	Years Ended
	December 31,
	2020			2019

Revenue	$	-		$	-

Operating Expenses
General and administrative		3,782			16,519
Professional fees		32,974			42,405
Total Operating Expenses		36,756			58,924

Operating loss		(36,756	)		(58,924	)

Provision for income taxes		-			-

Net Loss	$	(36,756	)	$	(58,924	)

Basic and dilutive loss per common share	$	(0.01	)	$	(0.01	)

Weighted average number of common shares outstanding		5,533,000			5,533,000

~~Consolidated~~The ~~Statements~~accompanying notes are an integral part of ~~Cash~~these ~~Flows~~ consolidated financial statements.

~~For~~F-5 ~~The~~Table ~~Years~~of ~~Ended December 31, 2019 and 2018~~Contents

~~(Currency~~ABV ~~expressed~~CONSULTING, ~~in United States Dollars (“US$”))~~INC.

	Year Ended
	December 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(58,924	)	$	(60,659	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party		16,907			-
Changes in operating assets and liabilities:
Accounts receivable		12,821			(12,821	)
Accounts payable		13,561			(2,294	)
Net Cash Used in Operating Activities		(15,635	)		(75,774	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		15,449			80,009
Net Cash Provided by Financing Activities		15,449			80,009
Net change in cash and cash equivalents for the year		(186	)		4,235
Cash and cash equivalents at beginning of the year		4,534			299
Cash and cash equivalents at end of the year	$	4,348		$	4,534
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash received for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

Consolidated Statements of Changes in Shareholders’ Deficit

~~The~~For ~~accompanying~~the ~~notes~~Years ~~are~~Ended anDecember ~~integral~~31, ~~part~~2020 ofand ~~these consolidated financial statements.~~2019

~~F-6~~(Currency ~~Table~~expressed in United States Dollars (“US$”), except for number of ~~Contents~~shares)

ABV CONSULTING, INC.

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

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

Net loss		-		-		-		(58,924	)		(58,924	)
Balance - December 31, 2019		5,533,000		553		159,437		(464,938	)		(304,948	)

Net loss		-		-		-		(36,756	)		(36,756	)
Balance - December 31, 2020		5,533,000	$	553	$	159,437	$	(501,694	)	$	(341,704	)

~~Notes~~The toaccompanying ~~the~~notes ~~Consolidated~~are ~~Financial~~an ~~Statements~~integral part of these consolidated financial statements.

~~For~~F-6 ~~the~~Table ~~Years~~of ~~Ended December 31, 2019 and 2018~~Contents

~~(Currency~~ ABV ~~expressed in United States Dollars (“US$”)~~CONSULTING, ~~except for number of shares)~~INC.

~~NOTE~~Consolidated 1Statements –of ~~ORGANIZATION,~~Cash ~~NATURE OF BUSINESS AND GOING CONCERN~~Flows

~~ABV Consulting, Inc.~~ (~~“we,”~~Currency ~~“us,”~~expressed ~~“our,” “ABVN” or the “Company”) was incorporated~~ in ~~the~~United ~~state~~States ofDollars 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~~US$”).)

Subsequent to the Change of 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.

	Years Ended
	December 31,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(36,756	)	$	(58,924	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party		37,551			16,907
Changes in operating assets and liabilities:
Accounts receivable		-			12,821
Accounts payable		(1,728	)		13,561
Net Cash Used in Operating Activities		(933	)		(15,635	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party		13			15,449
Net Cash Provided by Financing Activities		13			15,449

Net change in cash for the year		(920	)		(186	)
Cash at beginning of the year		4,348			4,534
Cash at end of the year	$	3,428		$	4,348

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash received for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	-		$	-

~~Going~~The ~~Concern~~accompanying notes are an integral part of these consolidated financial statements.

~~The~~F-7 ~~accompanying~~Table ~~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.~~Contents

AsABV ~~of December 31~~CONSULTING, ~~2019, the Company had an accumulated deficit of $464,938 and net loss of $58,924 and net cash used in operations of $15,635 for the year ended December 31, 2019~~INC. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

~~The~~Notes continuation of the Company as a going concern through December 31, 2020 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~~Consolidated ~~obligations~~Financial ~~as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.~~Statements

~~These~~For ~~conditions raise substantial doubt about~~ the ~~Company’s~~Years ~~ability~~Ended toDecember ~~continue~~31, as2020 ~~a going concern. These consolidated 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.2019

~~NOTE~~(Currency 2expressed –in ~~SUMMARY~~United OFStates ~~SIGNIFICANT~~Dollars ~~ACCOUNTING~~(“US$”), ~~POLICIES~~except for number of shares)

~~Basis~~NOTE of1 ~~Presentation~~– ORGANIZATION, NATURE OF BUSINESS

~~These~~ABV ~~accompanying~~Consulting, ~~consolidated~~Inc. ~~financial~~(“we,” ~~statements~~“us,” ~~have~~“our,” ~~been~~“ABVN” ~~prepared~~or the “Company”) was incorporated in ~~accordance~~the ~~with~~state ~~generally~~of ~~accepted~~Nevada ~~accounting~~on ~~principles~~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 ~~United~~Company, ~~States~~constituting approximately 90.4% of ~~America~~the issued and outstanding shares of the Company, and retired from his positions as executive officer and sole director of the Company (the “~~U.S.~~Change ~~GAAP~~of Control Event”).

~~Basis~~Subsequent to the Change of ~~consolidation~~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.

~~The~~Change ~~consolidated~~in ~~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.~~Control

~~F-7~~On ~~Table~~June 24, 2020, the Company’s major shareholder transferred 4,750,000 shares (the “Shares”) of ~~Contents~~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.

~~Use~~NOTE of2 ~~estimates~~– GOING CONCERN UNCERTAINITIES

InThe ~~preparing~~accompanying ~~these~~ consolidated financial statements, ~~management~~have ~~makes~~been ~~estimates~~prepared ~~and~~assuming ~~assumptions~~ that ~~affect~~ the ~~reported~~Company ~~amounts~~will ofcontinue ~~assets~~as ~~and~~a ~~liabilities~~going inconcern, which contemplates the ~~balance~~realization ~~sheet~~of assets and ~~revenues~~the ~~and~~discharge ~~expenses~~of ~~during~~liabilities in the ~~years~~normal ~~reported.~~course ~~Actual~~of ~~results~~business ~~may~~for ~~differ~~the ~~from~~foreseeable ~~these estimates~~future.

~~Foreign~~As ~~currency~~of ~~translation~~December 31, 2020, the Company had an accumulated deficit of $501,694 and net loss of $36,756 and net cash used in operations of $933 for the year ended December 31, 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. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

~~Transactions~~The ~~denominated~~continuation inof ~~currencies~~the ~~other~~Company ~~than~~as ~~the~~a ~~functional~~going ~~currency~~concern ~~are~~through ~~translated~~December ~~into~~31, ~~the~~2021 ~~functional~~is ~~currency~~dependent atupon the ~~exchange~~continued ~~rates~~financial ~~prevailing~~support atfrom ~~the~~its ~~dates~~stockholders ofor ~~the~~external ~~transaction~~financing. ~~Monetary~~Management ~~assets~~believes ~~and~~the ~~liabilities~~existing ~~denominated~~stockholders inwill ~~currencies~~provide ~~other than~~ the ~~functional~~additional ~~currency~~cash ~~are~~to ~~translated~~meet ~~into~~with the ~~functional~~Company’s ~~currency~~obligations ~~using~~as ~~the~~they ~~applicable~~become ~~exchange~~due. ~~rates~~However, atthere ~~the~~is ~~balance~~no ~~sheet~~assurance ~~dates.~~that ~~The~~the ~~resulting~~Company ~~exchange~~will ~~differences~~be ~~are~~successful ~~recorded~~ in ~~the~~securing ~~statement~~sufficient offunds to sustain the operations.

~~The~~These ~~reporting~~conditions ~~currency~~raise ofsubstantial doubt about the Company’s isability ~~the~~to ~~United~~continue ~~States~~as ~~Dollar~~a ~~(“USD”)~~going concern. ~~The~~These ~~Company’s~~consolidated ~~subsidiary~~financial instatements ~~Hong~~do ~~Kong~~not ~~maintain~~include ~~their~~any ~~books~~adjustments ~~and~~to ~~records~~reflect inthe ~~their~~possible ~~local~~future ~~currency,~~effect on the ~~Hong~~recoverability ~~Kong~~and ~~Dollar~~classification ~~(“HKD”),~~of ~~which~~assets isor the ~~functional~~amounts ~~currency~~and asclassifications ~~being~~of ~~the~~liabilities ~~primary~~that ~~currency~~may result from the outcome of these uncertainties. Management believes that the ~~economic~~actions ~~environment~~presently inbeing ~~which~~taken ~~these~~to ~~entities~~obtain ~~operate~~additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

InF-8 ~~general,~~Table ~~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 year. 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.Contents

~~Translation~~NOTE of3 ~~amounts~~– ~~from~~SUMMARY ~~HKD~~OF ~~into~~SIGNIFICANT ~~US$~~ACCOUNTING ~~has been made at the following exchange rates for the respective year:~~POLICIES

	December 31,
	2019		2018
Year-end US$:HKD1 exchange rate	$	0.128	$	0.128
Annual average US$:HKD1 exchange rate	$	0.128	$	0.128

Basis of Presentation

~~Cash~~These ~~and~~accompanying ~~cash~~consolidated ~~equivalents~~financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

~~Cash~~Basis ~~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 December 31, 2019 and 2018, the Company had $4,348 and $4,534 in cash and cash equivalents, respectively.~~consolidation

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

~~The~~Use ~~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 approximate at their fair values because of the short-term nature of these financial instruments.estimates

~~The~~In ~~Company~~preparing ~~also~~these ~~follows~~consolidated ~~the~~financial ~~guidance of the ASC Topic 820-10~~statements, ~~“Fair~~management ~~Value~~makes ~~Measurements~~estimates and ~~Disclosures”~~assumptions ~~(“ASC~~that ~~820-10”),~~affect ~~with~~the ~~respect~~reported toamounts ~~financial~~of assets and liabilities ~~that~~in ~~are~~the ~~measured~~balance atsheet ~~fair~~and ~~value.~~revenues ~~ASC~~and ~~820-10~~expenses ~~establishes~~during ~~a three-tier fair value hierarchy that prioritizes~~ the ~~inputs~~years ~~used~~reported. inActual ~~measuring~~results ~~fair~~may ~~value~~differ asfrom ~~follows:~~these estimates.

·Foreign ~~Level~~currency ~~1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;~~translation

·Transactions ~~Level~~denominated 2in :currencies ~~Inputs~~other ~~are~~than ~~based~~the ~~upon~~functional ~~quoted~~currency ~~prices~~are ~~for~~translated ~~similar~~into ~~instruments~~the infunctional ~~active~~currency ~~markets,~~at ~~quoted~~the ~~prices~~exchange ~~for~~rates ~~identical~~prevailing orat ~~similar~~the ~~instruments~~dates inof ~~markets~~the ~~that~~transaction. ~~are~~Monetary ~~not~~assets ~~active,~~ and ~~model-based~~liabilities ~~valuation~~denominated ~~techniques~~in ~~(e.g.~~currencies ~~Black-Scholes~~other ~~Option-Pricing~~than ~~model)~~the ~~for~~functional ~~which~~currency ~~all significant inputs~~ are ~~observable~~translated ininto the ~~market~~functional orcurrency ~~can~~using bethe ~~corroborated~~applicable byexchange ~~observable~~rates ~~market~~at ~~data for substantially~~ the ~~full~~balance ~~term~~sheet ~~of the assets or liabilities~~dates. ~~Where~~The ~~applicable,~~resulting ~~these~~exchange ~~models~~differences ~~project~~are ~~future~~recorded ~~cash~~in ~~flows and discount~~ the ~~future~~statement ~~amounts~~of ~~to a present value using market-based observable inputs; and~~operations.

·The ~~Level~~reporting 3currency :of ~~Inputs~~the ~~are~~Company ~~generally~~is ~~unobservable~~the ~~and~~United ~~typically~~States ~~reflect~~Dollar ~~management~~(“USD”). The Company’s ~~estimates~~subsidiary ofin ~~assumptions~~Hong ~~that~~Kong ~~market~~maintains ~~participants~~their ~~would~~books ~~use~~and records in ~~pricing~~their local currency, the ~~asset~~Hong orKong ~~liability.~~Dollar ~~The~~(“HKD”), ~~fair~~which ~~values~~is ~~are~~the ~~therefore~~functional ~~determined~~currency ~~using~~as ~~model-based~~being ~~techniques,~~the ~~including~~primary ~~option~~currency ~~pricing~~of ~~models~~the ~~and~~economic ~~discounted~~environment ~~cash~~in ~~flow~~which ~~models~~these entities operate.

~~Fair~~In ~~value~~general, ~~estimates~~for ~~are~~consolidation ~~made~~purposes, atassets aand ~~specific~~liabilities ~~point~~of its subsidiary whose functional currency is not the USD are translated into USD, in ~~time~~accordance ~~based~~with onASC ~~relevant~~830, ~~market~~“Translation ~~information~~of ~~about~~Financial Statements”, using the ~~financial~~exchange ~~instrument~~rate on the balance sheet date. ~~These~~Revenues ~~estimates~~and expenses are ~~subjective~~translated inat ~~nature~~average ~~and~~rates ~~involve~~prevailing ~~uncertainties~~during the year. The gains and ~~matters~~losses resulting from translation of ~~significant~~financial ~~judgment~~statements ~~and,~~of ~~therefore,~~foreign ~~cannot~~subsidiaries beare ~~determined~~recorded ~~with~~as ~~precision.~~a ~~Changes~~separate incomponent ~~assumptions~~of ~~could~~accumulated ~~significantly~~other ~~affect~~comprehensive income within the ~~estimates~~statement of stockholders’ equity.

~~F-8~~Translation ~~Table~~ of ~~Contents~~amounts from HKD into US$ has been made at the following exchange rates for the respective year:

Accounts receivable

	December 31,
	2020		2019
Year -end US$: HKD1 exchange rate		0.128		0.128
Annual average US$: HKD1 exchange rate		0.128		0.128

~~Substantially~~Cash ~~all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount~~ and docash 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 December 31, 2019 and 2018, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable. During the years ended December 31, 2019 and 2018, the Company did not record any bad debt expense.equivalents

~~Commitments~~Cash and ~~contingencies~~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 December 31, 2020, and 2019, the Company had $3,428 and $4,348 in cash and cash equivalents, respectively.

~~The~~Fair ~~Company~~value ~~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.instruments

IfThe ~~the~~carrying ~~assessment~~value 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.~~instruments If(excluding ~~the~~short-term ~~assessment~~bank ~~indicates~~borrowing ~~that~~and anote ~~potentially~~payable): ~~material~~cash ~~loss~~and ~~contingency~~cash isequivalents, ~~not~~accounts ~~probable but is reasonably possible~~receivable, oraccounts ispayable ~~probable~~and ~~but~~amount ~~cannot~~due beto ~~estimated,~~a ~~then~~related ~~the~~party ~~nature~~approximate ofat ~~the~~their ~~contingent~~fair ~~liability,~~values ~~and~~because ~~an estimate~~ of the ~~range~~short-term nature of ~~possible~~these ~~losses,~~financial ~~if determinable and material, would be disclosed~~instruments.

~~Loss~~F-9 ~~contingencies~~Table 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. Contents

~~Revenue~~The ~~recognition~~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:

~~The~~· ~~Company~~Level ~~adopted~~1 ~~Accounting~~: ~~Standards~~Inputs ~~Update~~are ~~(“ASU”)~~based ~~No. 2014 - 09, Revenue~~upon ~~from~~unadjusted ~~Contracts~~quoted ~~with~~prices ~~Customers~~for ~~(Topic 606 ),~~identical ~~using~~instruments ~~the~~traded ~~full~~in ~~retrospective~~active ~~transition method.~~ markets;

~~Under~~· ~~ASU 2014 - 09,~~Level ~~the~~2 ~~Company~~: ~~recognizes~~Inputs ~~revenue~~are ~~when~~based ~~control~~upon ofquoted ~~the~~prices ~~promised~~for ~~goods~~similar instruments in active markets, quoted prices for identical or ~~services~~similar isinstruments ~~transferred~~in tomarkets ~~customers~~that are not active, inand anmodel-based ~~amount~~valuation ~~that~~techniques ~~reflects~~(e.g. ~~the~~Black-Scholes ~~consideration~~Option-Pricing wemodel) ~~expect~~for towhich beall ~~entitled~~significant toinputs are observable in ~~exchange~~the market or can be corroborated by observable market data for ~~those~~substantially ~~goods~~the full term of the assets or ~~services~~liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

~~The~~· ~~Company~~Level ~~derives~~3 ~~its~~: ~~revenues~~Inputs ~~from~~are ~~the~~generally ~~rendering~~unobservable ofand ~~business~~typically ~~advisory~~reflect ~~services,~~management’s ~~such~~estimates asof ~~training,~~assumptions ~~implementation,~~that ~~consulting,~~market ~~and~~participants ~~other~~would ~~customer-specific~~use ~~services.~~in ~~The~~pricing ~~Company applies~~ the ~~following~~asset ~~five~~or ~~steps~~liability. inThe ~~order~~fair tovalues ~~determine~~are ~~the~~therefore ~~appropriate~~determined ~~amount~~using ofmodel-based ~~revenue~~techniques, toincluding beoption ~~recognized~~pricing asmodels itand ~~fulfills~~discounted ~~its~~cash ~~obligations~~flow ~~under each of its agreements:~~models.

·Fair ~~identify~~value ~~the~~estimates ~~contract~~are ~~with~~made at a ~~customer;~~specific ·point ~~identify~~in ~~the~~time ~~performance~~based ~~obligations~~on inrelevant ~~the~~market ~~contract;~~information ·about ~~determine~~ the ~~transaction~~financial ~~price;~~instrument. ·These ~~allocate~~estimates ~~the~~are ~~transaction~~subjective ~~price~~in tonature ~~performance~~and ~~obligations~~involve inuncertainties ~~the~~and ~~contract;~~matters of significant judgment and, ·therefore, ~~recognize~~cannot ~~revenue~~be asdetermined ~~the~~with ~~performance~~precision. ~~obligation~~Changes isin ~~satisfied~~assumptions could significantly affect the estimates.

~~F-9~~Accounts ~~Table of Contents~~receivable

~~Income~~Substantially ~~taxes~~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 December 31, 2020, and 2019, the Company had no valuation allowance for doubtful accounts for the Company’s accounts receivable. During the years ended December 31, 2020 and 2019, the Company did not record any bad debt expense.

~~The~~Commitments ~~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.contingencies

~~ASC~~The ~~Topic~~Company ~~740~~follows ~~prescribes~~subtopic a450-20 ~~recognition~~of ~~threshold~~the ~~and~~FASB aAccounting ~~measurement~~Standards ~~attribute~~Codification to report accounting for ~~the~~contingencies. ~~financial~~Certain ~~statement~~conditions ~~recognition~~may ~~and~~exist ~~measurement~~as of ~~tax~~the ~~positions~~date ~~taken~~the orfinancial ~~expected~~statements toare beissued, ~~taken~~which may result in a ~~tax~~loss ~~return.~~to ~~For~~the ~~those~~Company, ~~benefits~~but towhich bewill ~~recognized,~~only abe ~~tax~~resolved ~~position~~when ~~must~~one beor more~~-likely-than-not~~ tofuture beevents ~~sustained~~occur ~~upon~~or ~~examination~~fail byto ~~taxing authorities~~occur. The Company’s ~~management~~assesses ~~determined~~such ~~that~~contingent ~~the~~liabilities, ~~Hong~~and ~~Kong~~such isassessment ~~the~~inherently ~~Company’s~~involves ~~major~~an ~~tax~~exercise ~~jurisdiction~~of judgment. ~~The~~In ~~Company~~assessing ~~recognizes~~loss ~~accrued~~contingencies ~~interest and penalties~~ related to ~~unrecognized~~legal ~~tax~~proceedings ~~benefits,~~that ifare ~~any,~~pending asagainst ~~income~~the ~~tax~~Company ~~expense.~~or ~~There~~un-asserted ~~were~~claims nothat ~~unrecognized~~may ~~tax~~result ~~benefits~~in ~~and~~such noproceedings, ~~amounts~~the ~~accrued~~Company ~~for~~evaluates ~~interest~~the ~~and~~perceived ~~penalties~~merits as of ~~September~~any ~~30,~~legal ~~2019.~~proceedings ~~The~~or ~~Company~~un-asserted isclaims ~~currently~~as ~~not~~well ~~aware~~as ofthe ~~any~~perceived ~~issues~~merits ~~under~~of ~~review~~the ~~that~~amount ~~could~~of ~~result~~relief insought ~~significant payments, accruals~~ or ~~material~~expected ~~deviation~~to ~~from~~be ~~its~~sought ~~position~~therein.

~~The~~If ~~Company~~the ~~may~~assessment beof ~~subject~~a tocontingency ~~potential~~indicates ~~examination~~that byit ~~foreign~~is ~~taxing~~probable ~~authorities~~that ina material loss has been incurred and the ~~area~~amount of ~~income~~the ~~taxes.~~liability ~~These~~can ~~potential~~be ~~examinations~~estimated, ~~may~~then ~~include~~the ~~questioning~~estimated liability would be accrued in the ~~timing~~Company’s ~~and~~financial ~~amount~~statements. ofIf ~~deductions~~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 ~~nexus~~nature of ~~income~~the ~~among~~contingent ~~various~~liability, ~~tax~~and ~~jurisdictions~~an ~~and~~estimate ~~compliance~~of ~~with~~the ~~foreign~~range ~~tax~~of ~~laws~~possible losses, if determinable and material, would be disclosed.

~~The~~Loss ~~Company~~contingencies ~~conducts~~considered ~~major~~remote ~~businesses~~are ingenerally ~~Hong~~not ~~Kong~~disclosed ~~and~~unless isthey ~~subject~~involve toguarantees, ~~tax~~ in ~~this~~which ~~jurisdiction~~case the guarantees would be disclosed. AsManagement adoes ~~result~~not ofbelieve, ~~its~~based ~~business~~upon ~~activities~~information available at this time, that these matters will have a material adverse effect on the Company’s ~~will~~consolidated ~~file~~financial ~~tax~~position, ~~returns~~results of operations or cash flows. However, there is no assurance that ~~are~~such ~~subject~~matters towill ~~examination~~not bymaterially and adversely affect the ~~foreign~~Company’s ~~tax~~business, ~~authority~~financial position, and results of operations or cash flows.

~~Net~~F-10 ~~loss~~Table ~~per~~of ~~share~~Contents

~~The~~Revenue 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 December 31, 2019 and 2018, the Company has no dilutive securities. recognition

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

~~Parties,~~Under ~~which~~ASU ~~can~~2014 be- ~~a corporation or individual~~09, ~~are considered to be related if~~ the Company ~~has~~recognizes ~~the~~revenue ~~ability,~~when ~~directly or indirectly, to~~ control of the ~~other~~promised ~~party~~goods or ~~exercise~~services ~~significant~~is ~~influence~~transferred ~~over~~to ~~the~~customers, ~~other party~~ in ~~making~~an ~~financial~~amount ~~and~~that ~~operational~~reflects ~~decisions.~~the ~~Companies~~consideration ~~are~~we ~~also~~expect ~~considered~~ to be ~~related~~entitled ifto ~~they~~in ~~are~~exchange ~~subject~~for tothose ~~common~~goods ~~control~~ or ~~common significant influence~~services.

~~Retirement~~The ~~plan~~Company ~~costs~~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:

~~Contributions~~· toidentify ~~retirement~~the ~~plans~~contract ~~(which~~with ~~are~~a ~~defined~~customer; ~~contribution~~· ~~plans)~~identify ~~are~~the ~~charged~~performance toobligations ~~general~~in ~~and~~the ~~administrative~~contract; ~~expenses~~· determine the transaction price; · allocate the transaction price to performance obligations in the ~~accompanying~~contract; ~~consolidated~~and ~~statements~~· ofrecognize ~~operation~~revenue as the ~~related~~performance ~~employee~~obligation ~~service~~ is ~~provided~~satisfied.

~~Recently~~Income ~~Adopted Accounting Standards~~taxes

~~From~~The ~~time~~Company tocomplies ~~time,~~with ~~new~~the accounting ~~pronouncements~~and ~~are~~reporting ~~issued~~requirements byof ~~the~~ASC ~~Financial~~Topic ~~Accounting~~740, ~~Standard Board (~~“~~FASB~~Income Taxes,”) orwhich ~~other~~requires ~~standard~~an ~~setting~~asset ~~bodies~~ and ~~adopted~~liability byapproach ~~the~~to ~~Company~~financial asaccounting ofand ~~the~~reporting ~~specified~~for ~~effective~~income ~~date~~taxes. ~~Unless~~Deferred ~~otherwise~~income ~~discussed,~~tax ~~the~~assets ~~Company~~and ~~believes~~liabilities ~~that~~are computed for differences between the ~~impact~~financial statement and tax bases of ~~recently~~assets ~~issued~~and ~~standards~~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 ~~not~~expected ~~yet~~to ~~effective~~affect ~~will~~taxable ~~not~~income. ~~have~~Valuation aallowances ~~material~~are ~~impact~~established, onwhen ~~its~~necessary, ~~financial~~to ~~position~~reduce ordeferred ~~results~~tax ofassets ~~operations~~to ~~upon~~the ~~adoption~~amount expected to be realized.

FASC 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-10likely-than-not ~~Table~~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 ~~Contents~~December 31, 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.

~~Accounting~~The ~~Standards~~Company ~~Adopted~~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.

InThe ~~February~~Company ~~2016,~~conducts ~~the~~major ~~FASB~~businesses ~~issued ASU 2016-02, Leases (“ASU 2016-02”)~~ in ~~order~~Hong toKong ~~increase transparency~~ and ~~comparability~~is ~~among~~subject ~~organizations~~to bytax ~~recognizing~~in ~~right-of-use~~this ~~assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous generally accepted accounting principles~~jurisdiction. ~~ASU~~As ~~2016-02 requires~~ a ~~lessee~~result ~~to recognize a lease liability for future lease payments and a right-~~of~~-use~~ ~~asset~~its ~~representing~~business ~~the right to use the underlying asset for the lease term on the balance sheet for most lease arrangements. The new standard also changes many key definitions~~activities, ~~including~~ the ~~definition~~Company of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize right-of-use assets and lease liabilities. Lessees will ~~continue~~file totax ~~differentiate~~returns ~~between finance leases (previously referred to as capital leases) and operating leases using classification criteria~~ that are ~~substantially~~subject ~~similar~~ to ~~the~~examination ~~previous~~by ~~guidance~~the inforeign ~~ASC~~tax ~~840~~authority.

~~ASU~~Net ~~2016-02~~loss isper effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted. In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements, which provides a new transition option in which an entity initially applies ASU 2016-02 at the adoption date and recognizes a cumulative-effect adjustment in the period of adoption. Prior period comparative balances will not be adjusted. The Company used the new transition option and was also utilizing the package of practical expedients that allows it to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. We also used the short-term lease exception for leases with a term of 12 months or less. Additionally, the Company used the practical expedient that allowed each separate lease component of a contract and the associated non-lease components to be treated as a single lease component. The exercise of lease renewal options is at our discretion and the renewal to extend the lease terms are not included in the Company’s Right-Of-Use assets and lease liabilities as they are not reasonably certain of exercise. The Company will evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term. As of the January 1, 2019, effective date the Company identified one finance lease arrangement in which it is a lessee.share

InThe ~~calculating~~Company ~~the~~calculates ~~present~~net ~~value~~loss ofper ~~the~~share ~~lease~~in ~~payments,~~accordance ~~the~~with ~~Company~~ASC ~~applied~~Topic an260, ~~individual~~“Earnings ~~discount~~per ~~rate~~Share.” ~~for~~Basic ~~each~~income ofper ~~its~~share ~~leases,~~is ~~and~~computed ~~determined~~by dividing the ~~appropriate~~net ~~discount~~income ~~rate~~by ~~based on~~ the ~~remaining~~weighted-average ~~lease~~number ~~terms~~of atcommon ~~the~~shares ~~date~~outstanding ofduring ~~adoption~~the period. AsDiluted ~~the~~income ~~lessee~~per toshare ~~several~~is ~~lease~~computed ~~agreements,~~similar ~~the~~to ~~Company~~basic ~~did~~income ~~not~~per ~~have~~share ~~insight~~except ~~into~~that the ~~relevant~~denominator ~~information~~is ~~that~~increased ~~would~~to beinclude ~~required~~the tonumber ~~arrive~~of atadditional ~~the~~common ~~rate~~shares ~~implicit~~that inwould ~~the~~have ~~lease.~~been ~~Therefore,~~outstanding if the ~~Company~~potential ~~utilized~~common ~~its~~stock ~~outstanding~~equivalents ~~borrowings~~had asbeen aissued ~~benchmark~~and toif ~~determine~~ the ~~incremental~~additional ~~borrowing~~common ~~rate~~shares ~~for~~were ~~its leases~~dilutive. ~~The~~As ~~benchmark~~of ~~rate~~December ~~was~~31, ~~adjusted~~2020, toand ~~arrive~~2019, atthe anCompany ~~appropriate~~has ~~discount~~no ~~rate~~dilutive ~~for each lease~~securities.

~~In June 2018, the FASB issued ASU No. 2018~~F-~~07, Compensation-Stock~~11 ~~Compensation:~~Table ~~Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope~~ of ~~Compensation~~ – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and services from nonemployees. This amendment applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted ASU 2018-07 on January 1, 2019. The impact was immaterial to the financial statements.Contents

InRelated June 2018, the FASB issued ASU No. 2018-08, Not-For-Profit Entities – Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made (“ASU 2018-08”). ASU 2018-08 clarifies how an entity determines whether a resource provider is participating in an exchange transaction by evaluating whether the resource provider is receiving commensurate value in return for the resources transferred. The guidance is effective for annual periods beginning after June 15, 2018, including interim periods within those annual periods, and has been adopted on a modified prospective basis. The modified prospective adoption is applied to agreements that are not completed as of the effective date, or entered into after the effective date. Under the modified prospective adoption approach, prior period results have not been restated and no cumulative-effect adjustment has been recorded. The Company does not expect this standard to have a material impact on its financial statements.parties

~~F-11~~Parties, ~~Table~~which ofcan ~~Contents~~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.

~~Accounting~~Retirement ~~Standards~~plan ~~Issued, Not Adopted~~costs

InContributions ~~June~~to ~~2016,~~retirement ~~the~~plans ~~FASB~~(which ~~issued~~are ~~ASU~~defined ~~No.~~contribution ~~2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”~~plans). ~~This~~are ~~ASU~~charged ~~requires~~to ~~measurement~~general and ~~recognition~~administrative ofexpenses ~~expected~~in credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is effective for the ~~Company~~accompanying ~~beginning~~consolidated ~~January~~statements 1,of ~~2023.~~operation ~~Entities will apply the standard’s provisions~~ as ~~a cumulative-effect adjustment to retained earnings as of~~ the ~~beginning~~related ofemployee ~~the~~service ~~first reporting period in which the guidance~~ is ~~adopted~~provided. ~~The Company is currently evaluating the potential effect of this standard on its financial statements. The Company does not expect this standard to have a material impact on its financial statements.~~

InRecently ~~August~~Adopted ~~2018,~~Accounting the FASB issued ASU No. 2018-13, Fair Value Measurement (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The amendment is effective for interim and annual reporting periods beginning after December 15, 2019. The Company is currently assessing the impact this will have on the financial statements. Standards

InManagement ~~November~~has ~~2018,~~considered ~~the~~all ~~FASB~~recent ~~issued~~accounting ~~ASU~~pronouncements Noissued. ~~2018-18, Collaborative~~The ~~Arrangements~~Company’s ~~(“ASU~~management ~~2018-18”),~~believes ~~which~~that ~~clarifies~~these ~~the~~recent ~~interaction~~pronouncements ~~between~~will ~~ASC~~not ~~808,~~have ~~Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. Certain transactions between participants in~~ a ~~collaborative~~material ~~arrangement~~effect ~~should~~on ~~be accounted for under ASC 606 when~~ the counterparty is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606. This guidance is effective for interim and fiscal periods beginning after December 15, 2019. The Company’s ~~is currently assessing the impact this will have on the~~ financial statements.

~~In December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the~~ Accounting ~~for~~Standards Income Taxes (“ASU 2019-12”), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company does not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows.Adopted

~~Other~~In ~~accounting~~February ~~standards~~2016, ~~that~~the ~~have~~FASB ~~been~~ issued orASU ~~proposed~~2016-02, Leases (“ASU 2016-02”) in order to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the ~~FASB~~balance orsheet ~~other~~for ~~standards-setting~~those ~~bodies~~leases ~~that~~classified doas ~~not~~operating ~~require~~leases ~~adoption~~under ~~until~~previous generally accepted accounting principles. ASU 2016-02 requires a lessee to recognize a lease liability for future ~~date~~lease ~~are~~payments ~~not~~and ~~expected~~a right-of-use asset representing the right to ~~have~~use athe ~~material~~underlying ~~impact~~asset for the lease term on the ~~Company’s~~balance ~~consolidated~~sheet ~~financial~~for ~~statements~~most ~~upon~~lease ~~adoption~~arrangements. The new standard also changes many key definitions, including the definition of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize right-of-use assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance in ASC 840.

~~NOTE~~ ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted. In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements, which provides a new transition option in which an entity initially applies ASU 2016-02 at the adoption date and recognizes a cumulative-effect adjustment in the period of adoption. Prior period comparative balances will not be adjusted. The Company used the new transition option and was also utilizing the package of practical expedients that allows it to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) –initial ~~INCOME~~direct ~~TAXES~~costs for any existing leases. We also used the short-term lease exception for leases with a term of 12 months or less. Additionally, the Company used the practical expedient that allowed each separate lease component of a contract and the associated non-lease components to be treated as a single lease component. The exercise of lease renewal options is at our discretion and the renewal to extend the lease terms are not included in the Company’s Right-Of-Use assets and lease liabilities as they are not reasonably certain of exercise. The Company will evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term. As of the January 1, 2019, effective date the Company identified one finance lease arrangement in which it is a lessee.

~~ABV~~In ~~Consulting,~~calculating ~~Inc.~~the ~~was~~present ~~formed~~value inof ~~2013.~~the ~~Prior~~lease topayments, the ~~acquisition~~Company ofapplied ~~ABV~~an HKindividual indiscount ~~June~~rate ~~2017~~for each of its leases, and determined the ~~Company~~appropriate ~~only~~discount ~~had~~rate ~~operations~~based inon the ~~United~~remaining ~~States~~lease terms at the date of adoption. InAs ~~June~~the ~~2016~~lessee to several lease agreements, the Company ~~became~~did not have insight into the ~~parent~~relevant ofinformation ~~ABV~~that HKwould be required to arrive at the rate implicit in the lease. Therefore, the Company utilized its outstanding borrowings as a ~~wholly~~benchmark ~~owned~~to ~~Hong~~determine ~~Kong~~the ~~subsidiary,~~incremental ~~which~~borrowing ~~files~~rate ~~tax~~for ~~returns~~its inleases. ~~Hong~~The ~~Kong~~benchmark rate was adjusted to arrive at an appropriate discount rate for each lease.

F-12

Table of Contents

~~For~~In ~~the~~June ~~years~~2018, ~~ended~~the ~~December~~FASB ~~31,~~issued ~~2019~~ASU ~~and~~No. 2018-07, ~~the~~Compensation-Stock ~~local~~Compensation: Improvements to Nonemployee Share-Based Payment Accounting (“~~United~~ASU ~~States~~2018-07”), which expands the scope of ~~America~~Compensation – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and ~~foreign~~services ~~components~~from ofnonemployees. ~~loss~~This ~~before~~amendment ~~income~~applies ~~taxes~~to ~~were~~all ~~comprised~~share-based ofpayment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The Company adopted ASU 2018-07 on January 1, 2019. The impact was immaterial to the ~~following:~~financial statements.

	For the Year Ended
	December 31,
	2019			2018
Tax jurisdiction from:
- Local	$	-		$	-
- Foreign		(58,924	)		(60,659	)
Loss before income taxes	$	(58,924	)	$	(60,659	)

In June 2018, the FASB issued ASU No. 2018-08, Not-For-Profit Entities – Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made (“ASU 2018-08”). ASU 2018-08 clarifies how an entity determines whether a resource provider is participating in an exchange transaction by evaluating whether the resource provider is receiving commensurate value in return for the resources transferred. The guidance is effective for annual periods beginning after June 15, 2018, including interim periods within those annual periods, and has been adopted on a modified prospective basis. The modified prospective adoption is applied to agreements that are not completed as of the effective date or entered into after the effective date. Under the modified prospective adoption approach, prior period results have not been restated and no cumulative-effect adjustment has been recorded. The Company does not expect this standard to have a material impact on its financial statements.

~~United~~Accounting ~~States~~Standards ofIssued, ~~America~~Not Adopted

~~ABV~~In ~~Consulting~~June 2016, ~~Inc~~the FASB issued ASU No. is2016-13, ~~registered~~Financial inInstruments ~~the~~– ~~State~~Credit Losses: Measurement of ~~Nevada~~Credit Losses on Financial Instruments (“ASU 2016-13”). This ASU requires measurement and recognition of expected credit losses for financial assets. ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities. ASU 2016-13 is ~~subject~~effective tofor the ~~tax~~Company ~~laws~~beginning January 1, 2023. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of ~~United~~the ~~States~~beginning of ~~America~~the first reporting period in which the guidance is adopted. The Company is currently evaluating the potential effect of this standard on its financial statements. The Company does not expect this standard to have a material impact on its financial statements.

AsIn ofAugust ~~December 31~~2018, ~~2019,~~ the ~~operations~~FASB inissued ~~the~~ASU ~~United~~No. ~~States of America incurred $266~~2018-13,~~780~~ ofFair ~~cumulative~~Value ~~net~~Measurement ~~operating~~(“ASU ~~losses~~2018-13”), which ~~can~~eliminates, beadds ~~carried~~and ~~forward~~modifies tocertain ~~offset~~disclosure ~~future~~requirements ~~taxable~~for ~~income.~~fair ~~The~~value ~~net operating loss carryforwards begin to expire in 2039, if unutilized~~measurements. The ~~Company~~amendment ~~has~~is ~~provided~~effective for ainterim ~~full~~and ~~valuation~~annual ~~allowance~~reporting ~~against~~periods ~~the~~beginning ~~deferred~~after ~~tax~~December ~~assets of $54~~15,~~600~~ on2019. ~~the~~The ~~expected~~Company ~~future~~is ~~tax~~currently ~~benefits~~assessing ~~from~~ the ~~net~~impact ~~operating~~this ~~loss carryforwards as the management believes it is more likely than not that these assets~~ will ~~not~~have beon ~~realized in~~ the ~~future~~financial statements.

~~The~~In ~~Company’s~~November ~~tax~~2018, ~~returns~~the ~~are~~FASB ~~subject~~issued toASU ~~examination~~No. by2018-18, ~~United~~Collaborative ~~States~~Arrangements ~~tax~~(“ASU ~~authorities~~2018-18”), ~~beginning~~which clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers. Certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the ~~year~~counterparty ~~ended~~is a customer. In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction. ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606. This guidance is effective for interim and fiscal periods beginning after December 3115, ~~2013~~2019. The Company is currently assessing the impact this will have on the financial statements.

~~Hong~~In ~~Kong~~December 2019, the FASB issued ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted. Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively. The Company does not expect the adoption of this standard to have a material impact on our financial position, results of operations or cash flows.

~~The~~Other ~~Company’s~~accounting ~~subsidiaries~~standards ~~operating~~that inhave ~~Hong~~been ~~Kong~~issued ~~are~~or ~~subject~~proposed toby the ~~Hong~~FASB ~~Kong~~or ~~Profits~~other ~~Tax~~standards-setting atbodies athat ~~standard~~do ~~income~~not ~~tax~~require ~~rate~~adoption ~~ranging~~until ~~from~~a ~~8.25%~~future todate ~~16.5%~~are onnot ~~the~~expected ~~assessable income arising in Hong Kong during its tax year. The reconciliation of income tax rate~~ to ~~the~~have ~~effective~~a ~~income~~material ~~tax~~impact ~~rate~~on ~~for~~ the ~~years~~Company’s ~~ended~~consolidated ~~December~~financial ~~31,~~statements ~~2019~~upon ~~and 2018 is as follows:~~adoption.

	For the Year Ended
	December 31,
	2019			2018
Loss before income taxes from HK operation	$	(58,924	)	$	(60,659	)
Statutory income tax rate		8.25	%		16.5	%
Income tax expense at statutory rate		(4,861	)		(10,009	)
Tax losses carryforwards		4,861			10,009
Income tax expense	$	-		$	-

F-13

Table of Contents

AsNOTE of4 ~~December~~– ~~31,~~INCOME 2019, the operations in the Hong Kong incurred $198,158 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 $27,835 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.TAXES

~~The~~ABV ~~following~~Consulting, ~~table~~Inc. ~~sets~~was ~~forth~~formed ~~the~~in ~~significant~~2013. ~~components~~Prior to the acquisition of ABV HK in June 2017, the ~~aggregate~~Company ~~deferred~~only ~~tax~~had ~~assets~~operations ofin the United States. In June 2016, the Company asbecame the parent of ~~December~~ABV 31HK., ~~2019~~a ~~and~~wholly ~~2018:~~owned Hong Kong subsidiary, which files tax returns in Hong Kong.

	December 31,			December 31,
	2019			2018
Deferred tax assets:
Net operating loss carryforwards
United States	$	54,600		$	54,600
Hong Kong		27,835			22,974
Total		82,435			77,574
Less: valuation allowance		(82,435	)		(77,574	)
Net deferred tax asset	$	-		$	-

For the years ended December 31, 2020 and 2019, the local (“United States of America”) and foreign components of loss before income taxes were comprised of the following:

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 $82,435 as of December 31, 2019. In the year, the valuation allowance increased by $4,861, primarily relating to net operating loss carryforwards from the foreign tax regime.

	Years Ended
	December 31,
	2020			2019
Tax jurisdiction from:
- Local	$	-		$	-
- Foreign		(36,756	)		(58,924	)
Loss before income taxes	$	(36,756	)	$	(58,924	)

~~F-13~~United ~~Table~~States of ~~Contents~~America

~~NOTE 4~~ABV –Consulting, ~~PENSION~~Inc. ~~COSTS~~is registered in the State of Nevada and is subject to the tax laws of United States of America.

~~The~~As ~~Company~~of isDecember ~~required~~31, to2020, ~~make~~the ~~contribution~~operations toin ~~their~~the ~~employees~~United ~~under~~States aof ~~defined~~America ~~contribution~~incurred ~~pension~~$266,780 ~~scheme~~of ~~for~~cumulative ~~its~~net ~~eligible~~operating ~~full-times~~losses ~~employees~~which incan ~~Hong~~be ~~Kong~~carried forward to offset future taxable income. The ~~Company~~net isoperating ~~required~~loss carryforwards begin to ~~contribute~~expire in 2040, if unutilized. The Company has provided for a ~~specified~~full ~~percentage~~valuation ofallowance against the ~~participants’~~deferred ~~relevant~~tax ~~income~~assets ~~based~~of $55,155 on ~~their~~the ~~ages~~expected ~~and~~future ~~wages~~tax ~~level.~~benefits ~~During~~from the ~~years~~net ~~ended~~operating ~~December~~loss ~~31,~~carryforwards ~~2019~~as ~~and~~the ~~2018,~~management ~~$192~~believes ~~and~~it ~~$769~~is ~~contributions~~more ~~were~~likely ~~made~~than ~~accordingly~~not that these assets will not be realized in the future.

~~NOTE 5~~The –Company’s ~~RELATED~~tax ~~PARTY~~returns ~~TRANSACTIONS~~are subject to examination by United States tax authorities beginning with the year ended December 31, 2013.

~~During~~Hong ~~the years ended December 31, 2019 and 2018, the Company received advances from a shareholder in the amount of $32,356 and $80,009 to pay for expenses, respectively.~~Kong

~~During~~The ~~the~~Company’s ~~years~~subsidiaries ~~ended~~operating ~~December~~in ~~31,~~Hong ~~2019~~Kong ~~and~~are ~~2018,~~subject to the ~~Company~~Hong ~~has~~Kong ~~been~~Profits ~~provided~~Tax ~~free~~at ~~office~~a ~~space~~standard byincome tax rate ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its ~~major~~tax ~~stockholder~~year. The ~~management~~reconciliation ~~determined~~of ~~that~~income ~~such~~tax ~~cost~~rate isto ~~nominal~~the ~~and~~effective ~~did~~income ~~not~~tax ~~recognize~~rate for the ~~rent~~years ~~expense~~ended inDecember ~~its~~31, ~~consolidated~~2020 ~~financial~~and ~~statements.~~2019 is as follows:

As of December 31, 2019 and 2018, the Company owed to shareholders $290,209 and $257,853, respectively. The amounts due to the related parties are unsecured, non-interest bearing and have no fixed terms of repayment. Imputed interest from related party loans is not significant.

	Years Ended
	December 31,
	2020			2019
Loss before income taxes from HK operation	$	(36,756	)	$	(58,924	)
Statutory income tax rate		8.25	%		8.25	%
Income tax expense at statutory rate		(3,032	)		(4,861	)
Tax losses carryforward		3,032			4,861
Income tax expense	$	-		$	-

~~NOTE 6~~As –of ~~COMMITMENTS~~December ~~AND~~31, ~~CONTINGENCIES~~2020, the operations in the Hong Kong incurred $234,914 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 $30,867 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.

~~Operating~~F-14 ~~lease~~Table ~~commitments~~of Contents

AsThe following table sets forth the significant components of ~~December~~the ~~31,~~aggregate ~~2019,~~deferred tax assets of the Company ~~has~~as noof ~~material~~December ~~commitments~~31, ~~under~~2020 ~~operating~~and ~~leases.~~2019:

Capital commitment

	December 31,			December 31,
	2020			2019
Deferred tax assets:
Net operating loss carryforwards
United States	$	55,155		$	54,600
Hong Kong		30,867			27,835
Total		86,022			82,435
Less: valuation allowance		(86,022	)		(82,435	)
Net deferred tax asset	$	-		$	-

AsManagement 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 $86,022 as of December 31, ~~2019~~2020. In the year, the ~~Company~~valuation ~~has~~allowance noincreased ~~material~~by ~~capital~~$3,587, ~~commitments~~primarily relating to net operating loss carryforwards from the foreign tax regime.

NOTE 7 5 – ~~SUBSEQUENT~~PENSION ~~EVENTS~~COSTS

InThe ~~accordance~~Company ~~with~~is ~~ASC~~required ~~Topic~~to ~~855,~~make ~~“Subsequent~~contribution ~~Events”,~~to ~~which~~their ~~establishes~~employees ~~general~~under ~~standards~~a ofdefined ~~accounting~~contribution pension scheme for ~~and~~its ~~disclosure~~eligible offull-times ~~events~~employees ~~that~~in ~~occur~~Hong ~~after~~Kong. ~~the~~The ~~balance~~Company ~~sheet~~is ~~date~~required ~~but~~to ~~before~~contribute ~~financial~~a ~~statements~~specified ~~are~~percentage ~~issued,~~of the ~~Company~~participants’ ~~has~~relevant ~~evaluated~~income ~~all~~based ~~events~~on ortheir ~~transactions~~ages ~~that~~and ~~occurred~~wages ~~after~~level. ~~December~~During ~~31,~~the ~~2019,~~years upended ~~through~~December ~~June 15~~31, 2020, ~~the~~and ~~Company issued the audited consolidated financial statements. During the period~~2019, ~~the~~$0 ~~Company~~and ~~did~~$192 ~~not~~contributions ~~have~~were ~~any~~made ~~material recognizable subsequent events~~accordingly.

~~F-14~~NOTE 6 – RELATED PARTY TRANSACTIONS

During the years ended December 31, 2020 and 2019, a shareholder paid an amount of $37,551 and $16,907 by paying for expenses on behalf of the Company, respectively.

During the years ended December 31, 2020 and 2019, the Company received advances from a shareholder in the amount of $13 and $15,449 to pay for expenses, respectively.

During the years ended December 31, 2020 and 2019, the Company has been provided free office space at no cost by a related party to the Company.

As of December 31, 2020, and 2019, the Company owed to shareholders $327,773 and $290,209, respectively. The amounts due to the related parties are unsecured, non-interest bearing and have no fixed terms of repayment. Imputed interest from related party loans is not significant.

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NOTE 7 – COMMITMENTS AND CONTINGENCIES

Operating lease commitments

As of December 31, 2020, the Company has no material commitments under operating leases.

Capital commitment

As of December 31, 2020, the Company has no material capital commitments.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2020, up through the date the Company issued the audited consolidated financial statements. During the period, the Company had the following material subsequent events.

On September 17, 2020, the Company signed a Memorandum of Understanding (“MOU”) with Youkan (Guangdong) Information Technology Co., Ltd. (Youkan). In the MOU, the Company agrees to purchase up to 80% of the issued and outstanding stock of Youkan for terms to be set forth in a definitive agreement. The definitive agreement will be completed within three months of the MOU. As of December 31,2020, the agreement had not been completed.

On January 13, 2021, the Company entered into an agreement whereby independent of the Company’s wholly owned subsidiary, ABV Consulting Limited will agree to market and sell the Company’s core product, a health-oriented specialty rice.

In consideration for agreeing to market and sell the Company’s product, the Company will agree to issue up to 5,000,000 shares of common stock. The independent contractors will receive stock at a rate of fifty percent (50%) of the sales price of the rice. The shares will be issued at the greater of $1.50 per shares, or the then current price of the common stock as traded on the OTC Markets.

On January 20, 2021, the Company entered into an agreement whereby Weijie Yin will purchase 22,000,000 shares of the Company’s common stock at the price of $0.055 per share, for a total purchase price of $1,200,000. The final payment by Mr. Yin will be made within 60 days after the subscription agreement is accepted by the Company.

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Filing Compare · ABV CONSULTING, INC.