UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _____________

Commission File Number 333-198567

ABV CONSULTING, INC.

(Exact name of registrant as specified in its charter)

Nevada

46-3997344

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

Room 10C, 10/F, ACME Building,

28 Nanking Street,

Jordan, Kowloon, Hong Kong

00000

(Address of principal executive offices)

(Zip Code)

(852) 3584-8263

(Registrant’s telephone number, including area code)

Unit 1101-1102, 11/F, Railway Plaza 39 Chatham Road S.

Tsim Sha Tsui, Kowloon, Hong Kong

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). ☐Yes ☒ No

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of September 27, 2021, the registrant had 5,533,000 shares of common stock, par value $0.0001 per share, issued and outstanding.

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		Page
PART I - FINANCIAL INFORMATION.

Item 1.	Financial Statements.		3

Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation.		9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		13

Item 4.	Controls and Procedures.		13

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.		15

Item 1A.	Risk Factors.		15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		15

Item 3.	Defaults Upon Senior Securities.		15

Item 4.	Mine Safety Disclosures.		15

Item 5.	Other Information.		15

Item 6.	Exhibits.		16

	SIGNATURES.		17

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ABV CONSULTING, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2021			2020
ASSETS
Current Assets
Cash	$	3,830		$	3,428
Total Current Assets		3,830			3,428

TOTAL ASSETS	$	3,830		$	3,428

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	17,523		$	17,359
Due to related parties		329,093			327,773
Total Current Liabilities		346,616			345,132

Total Liabilities		346,616			345,132

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		(502,776	)		(501,694	)
Total Shareholders’ Deficit		(342,786	)		(341,704	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	3,830		$	3,428

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

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ABV CONSULTING, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
	2021			2020

Revenue	$	-		$	-

Operating Expenses
General and administrative		377			359
Professional fees		705			3,078
Total Operating Expenses		1,082			3,437

Operating loss		(1,082	)		(3,437	)

Provision for income taxes		-			-

Net Loss	$	(1,082	)	$	(3,437	)

Basic and dilutive loss per common share	$	(0.00	)	$	(0.00	)

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

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ABV CONSULTING, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

(Unaudited)

For the three months ended March 31, 2021

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

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

Net loss		-		-		-		(1,082	)		(1,082	)
Balance - March 31, 2021		5,533,000	$	553	$	159,437	$	(502,776	)	$	(342,786	)

For the three months ended March 31, 2020

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

Balance - December 31, 2019		5,533,000	$	553	$	159,437	$	(464,938	)	$	(304,948	)

Net loss		-		-		-		(3,437	)		(3,437	)
Balance - March 31, 2020		5,533,000	$	553	$	159,437	$	(468,375	)	$	(308,385	)

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

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ABV CONSULTING, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,082	)	$	(3,437	)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party		-			2,984
Changes in operating assets and liabilities:
Accounts payable		164			376
Net Cash Used in Operating Activities		(918	)		(77	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party		1,320			-
Net Cash Provided by Financing Activities		1,320			-

Net change in cash for the period		402			(77	)
Cash at beginning of the period		3,428			4,348
Cash at end of the period	$	3,830		$	4,271

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

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

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ABV CONSULTING, INC.

Notes to the Condensed Consolidated Financial Statements

For the Nine Months Ended March 31, 2021

(Unaudited)

NOTE 1 – ORGANIZATION, NATURE OF BUSINESS

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

Subsequent to the Change 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.

NOTE 2 – GOING CONCERN

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

As of March 31, 2021, the Company had an accumulated deficit of $502,776 and net loss of $1,082 and net cash used in operations of $918 for the three months ended March 31, 2021. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations. The continuation of the Company as a going concern through March 31, 2021 is dependent upon the continued financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

In the opinion of management, the consolidated balance sheet as of December 31, 2020 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended March 31, 2021 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2021 or for any future period.

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These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020 filled on September 28, 2021.

Use of estimates

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

Basis of consolidation

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

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. As of March 31, 2021, and December 31, 2020, the Company has no dilutive securities.

Recently Adopted Accounting Standards

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2021 and 2020, the Company received advances from a shareholder in the amount of $1,320 and $0, respectively.

During the three months ended March 31, 2021, the Company has been provided free office space at no cost by a related party to the Company

As of March 31, 2021, and December 31, 2020, the Company owed to a shareholder $329,093 and $327,773, respectively. The amount due to the related party is unsecured, non-interest bearing and has no fixed terms of repayment. Imputed interest from related party loans is not significant.

NOTE 5 – 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 March 31, 2021, up through the date the Company issued the unaudited consolidated financial statements. During the period, the Company had no material subsequent events.

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “pursue,” “expect,” “anticipate,” “predict,” “project,” “goals,” “strategy,” “future,” “likely,” “forecast,” “potential,” “continue,” negatives thereof or similar references to future periods. Examples of forward-looking statements include, among others, statements we make regarding:

	•	Potential acquisition or merger targets;
	•	Business strategies;
	•	Future cash flows;
	•	Financing plans;
	•	Plans and objectives of management;
	•	Any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results; and
	•	Any other statements that are not historical facts.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual future results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

	•	Volatility or decline of our stock price;
	•	Potential fluctuation of quarterly results;
	•	Failure of the Company to earn revenues or profits;
	•	Inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement its business plans;
	•	Decline in demand for our products and services;
	•	Rapid adverse changes in markets;
	•	Litigation with or legal claims and allegations by outside parties against the Company;
	•	Insufficient revenues to cover operating costs;
	•	Inability to source attractive investment deal flow on terms favorable to the Company; and
	•	Such other factors as discussed throughout Item 2, Management’s Discussion and Analysis of Financial Condition or Plan of Operation, of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021

There is no assurance that we will be profitable, we may not be able to attract or retain qualified executives and personnel, we may not be able to obtain customers for future products or services, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in our businesses.

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Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report, or to reflect the occurrence of unanticipated events.

General Overview

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.

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, 2017, 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, 2017, ABV closed the share exchange (the “Exchange”) pursuant to the terms of Agreement. In connection with the closing, on February 28, 2017, the Company filed Articles of Exchange with the Secretary of State for the State of Nevada, which Articles of Exchange became effective upon filing

At the closing of the Exchange, the Company acquired 100% of the outstanding equity interests of APSL from the Sellers, and the Company issued to the Sellers, pro-rata based on each Seller’s ownership percentage of APSL prior to the Exchange, 1,980,000,000 shares of the Company’s common stock, par value $0.0001 per share (representing approximately 99.72% of the Company’s outstanding common stock). As a result, the Sellers became stockholders of the Company and APSL became a subsidiary of the Company.

APSL was incorporated in Samoa on January 11, 2016, for the purposes of sourcing and developing tourism and entertainment-related investment projects in Malaysia and Southeast Asia in connection with the People’s Republic of China’s broad “One Belt, One Road” regional investment and development initiative, and for other purposes.

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On June 19, 2017, APSL acquired 100% issued and outstanding equity of ABV Consulting Limited (“ABV HK”) which was incorporated in Hong Kong, China, and ABV HK became the wholly subsidiary of APSL.

On December 19, 2017, 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, 2017 (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.

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

Our address is Room 10C, 10/F, ACME Building, 28 Nanking Street, 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.

Overview of Current Business

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

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. Assuming that we continue to require additional capital, and under ideal market conditions, we expect to raise additional capital through, among other things, the sale of equity or debt securities.

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Comparison of the three months ended March 31, 2021 and 2020

	Three Months Ended
	March 31,
	2021			2020			Change
Revenue	$	-		$	-		$	-
General and administrative expenses		377			359			18
Professional fees		705			3,078			(2,373	)
Operation loss		(1,082	)		(3,437	)		2,355
Net loss	$	(1,082	)	$	(3,437	)	$	2,355

Our revenue was $0 for the three months ended March 31, 2021 and 2020.

Our general and administrative expenses were $377 for the three months ended March 31, 2021, as compared to $359 for the same period in 2020. The increase in general and administrative expenses was primarily due to an increase in bank charges and postage expenses off set with a decrease in server rental expenses.

Expenses for professional fees were $705 for the three months ended March 31, 2021, as compared to $3,078 for the same period in 2020. The decrease in professional fees was primarily due to decrease in legal fees.

Liquidity and Capital Resources

	March 31,			December 31,
	2021			2020			Change			%
Cash	$	3,830		$	3,428		$	402			12	%
Total assets	$	3,830		$	3,428		$	402			12	%
Total liabilities	$	346,616		$	345,132		$	1,484			0	%
Stockholders’ equity	$	(342,786	)	$	(341,704	)	$	(1,082	)		0	%

Working Capital

	March 31,			December 31,
	2021			2020			Change			%
Current assets	$	3,830		$	3,428		$	402			12	%
Current liabilities	$	346,616		$	345,132		$	1,484			0	%
Working capital deficiency	$	(342,786	)	$	(341,704	)	$	(1,082	)		0	%

As at March 31, 2021 and December 31,2020, current assets consisted of $3,830 and $3,428 cash, respectively.

As at March 31, 2021, current liabilities consisted of accounts payable of $17,523 and $329,093 owed to related parties, as compared to December 31, 2020, current liabilities consisted of accounts payable of $17,359 and $327,773 owed to related parties. The increase in current liabilities is due to the cash paid by related party.

Cash Flows

The following table presents our cash flow for the three months ended March 31, 2021 and 2020:

	Three Months Ended
	2021			2020			Change
Cash used in operating activities	$	(918	)	$	(77	)	$	(841	)
Cash provided by financing activities		1,320			-			1,320
Net change in cash and cash equivalents	$	402		$	(77	)	$	479

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Cash Flow from Operating Activities

The net cash used in operating activities for the three months ended March 31, 2021 was attributed to a net loss of $1,082, decreased by a change in accounts payable of $164.

The net cash used in operating activities for the three months March 31, 2020 was attributed to a net loss of $3,437, decreased by expenses paid by related party of $2,984 and a change in accounts payable of $376.

Cash Flow from Financing Activities

During the three months ended March 31, 2021, our company received $1,320 from a related party. During the three months ended March 31, 2020, our company received $0 from a related party.

Off-Balance Sheet Arrangements

As of March 31, 2021, the Company had no material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

No applicable to smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2021. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses:

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

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

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

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

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

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

MANAGEMENT’S REMEDIATION PLAN

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

	•	The Company is currently looking for an outside consultant with considerable public company reporting experience and breadth of knowledge of US GAAP to assist it with the preparation and review of its condensed consolidated financial statements. The Company is committed to establishing procedures and utilizing experienced individuals with professional supervision to properly segregate duties, prepare and approve the condensed consolidated financial statements and footnote disclosures in accordance with US GAAP.

	•	The Board of Directors will be more actively involved in providing additional oversight of the Company’s internal controls, formal review of our condensed consolidated financial statements, and more detailed review of the periodic reports we anticipate filing with the SEC.

	•	The Company has initiated efforts to ensure our employees understand the importance of internal controls and compliance with corporate policies and procedures.

	•	The Company may retain third party specialists to assist it in the design, implementation and testing of our internal controls as necessary.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

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

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

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

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

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

		Incorporated by Reference
Exhibit No.	Title	Form	Exhibit	Filing Date
(3)	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	2/24/2017
(21)	Subsidiaries of the Registrant
21.1	Subsidiaries of the Registrant: ABV Consulting Limited (HK), a Hong Kong corporation
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1+	Certification 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.LAB+	XBRL Taxonomy Extension Label Linkbase Document
101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document

_____________

* Filed herewith

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

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SIGNATURES

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

		ABV CONSULTING, INC.
		(Registrant)

Dated: 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. 10-Q