UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~February~~August 2831, 2019

☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to__________

Commission File Number: 333-207163

MOMENTOUS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada		7900		32-0471741
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

32 Curzon Street, London, W1J 7WS, United Kingdom

(address of principal executive offices)

Registrant's telephone number, including area code: +44 ~~744~~203 ~~430~~871 ~~1337~~ 3051

IncSmart.biz, Inc.

4264 Lady Burton St.

Las Vegas, NV 89129

(Name and address of agent for service of process)

COPIES OF COMMUNICATIONS TO:

W. Scott Lawler, Booth Udall Fuller

1255 W. Rio Salado Pkwy., Ste. 215

Tempe, AZ 85281

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock: $0.001 par value	MMNT	Other OTC

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 files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 34,~~015~~165,000 shares as of ~~June~~January 217, ~~2019~~2020.

TABLE OF CONTENTS

		Page(s)
PART I – FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
1.	Financial Statements (unaudited)	1
1.	Financial Statements (unaudited)		3
	Notes to the unaudited Consolidated Financial Statements (unaudited)	5
	Notes to the unaudited Financial Statements (unaudited)		7
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
3.	Quantitative and Qualitative Disclosures About Market Risk	11
3.	Quantitative and Qualitative Disclosures About Market Risk		13
4.	Controls and Procedures	11
4.	Controls and Procedures		13
PART II – OTHER INFORMATION
PART II – OTHER INFORMATION
1.	Legal Proceedings	13
1.	Legal Proceedings		15
1A.	Risk Factors	13
1A.	Risk Factors		15
2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
2.	Unregistered Sales of Equity Securities and Use of Proceeds		15
3.	Defaults Upon Senior Securities	13
3.	Defaults Upon Senior Securities		15
4.	Mine Safety Disclosures	13
4.	Mine Safety Disclosures		15
5.	Other Information	13
5.	Other Information		15
6.	Exhibits	13
6.	Exhibits		16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Momentous Holdings Corp. and Subsidiaries

Consolidated Balance Sheets (unaudited)

	February 28,			May 31,
	August 31,			May 31,
	2019			~~2018~~2019
ASSETS
Current Assets
Cash		513,~~320~~009			174,840
Accounts receivable		2120,~~352~~444			–17,309
Inventories		7,980			–
Accounts receivable from related party		–			2,238
Prepaid Taxes		150			1,559
Prepaid expenses and other		936			3,484
Total Current Assets	$	34,~~802~~389		$	127,~~576~~871
Property and Equipment, net		19,866			16,695
Intangible asset		46,524			48,125
Trademarks		50,790			50,790
Property and Equipment, net of accumulated depreciation of $2,271 and $1,971 respectively		1,470			1,899
TOTAL ASSETS	$	~~105~~82,~~458~~383		$	6977,~~061~~895
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable		7932,~~898~~798			6810,~~647~~470
Bank Overdraft		10,311			–
Due to related parties		93,122			96,615
Taxes Payable		35,383			–
Short term borrowings		5,677			17,424
Loan		5,674			–
Other accrued expenses and liabilities		67,359			59,914
Other liabilities		19,247			–
Total Current Liabilities and Total Liabilities	$	198,956		$	184,423
Advances from related party		55,200			23,860
Total Current Liabilities and Total Liabilities	$	205,713		$	92,507
Stockholders' Deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of February 28, 2019 and May 31, 2018, respectively		–			–
Common stock, $0.001 par value, 75,000,000 shares authorized; 34,155,000 and 34,115,000 shares issued and outstanding as of August 31, 2019 and May 31, 2019, respectively		34,155			34,115
Common stock, $0.001 par value, 75,000,000 shares authorized; 44,015,000 and 15,750,000 shares issued and outstanding as of February 28, 2019 and May 31, 2018, respectively		44,015			15,751
Additional paid-in capital		22,767			7,807
Additional paid-in capital		(49,254	)		(15,750	)
Accumulated deficit		(178,159	)		(152,605	)
Accumulated deficit		(92,864	)		(23,468	)
Accumulated other comprehensive income		4,664			4,155
Accumulated other comprehensive loss		(2,152	)		21
Total Stockholders' Deficit		(116,573	)		(106,528	)
Total Stockholders' Deficit		(100,255	)		(23,446	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	82,383		$	77,895
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	105,458		$	69,061

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

Momentous Holdings Corp. and Subsidiaries

Consolidated Statements of Operations and Others Comprehensive Loss (unaudited)

	Three			Three			Nine				Nine
	June 1, 2019			August 1, 2018				June 1, 2018
	Months			Months			Months				Months
	through			through				through
	Ended			Ended			Ended				Ended
	August 31,			August 31,				July 31,
	February 28,			February 28,			February 28,				February 28,
	2019			2018				2018
	2019			2018			2019				2018
		(Successor)			(Successor)				(Predecessor)
Sales	$	37,197		$	–		$	129,978			$	–
Revenues
Cost of Sales		23,781			–			99,215				15,233
Sales	$	60,684		$	8,829			$	23,938
Gross Profit		13,416			–			30,763				(15,233	)
Sales to related party		–			286				2,129
Operating Expenses
		60,684			9,115				26,067
General and administrative expenses		32,628			959			100,159				6,311
Cost of goods sold		(32,314	)		(630	)			(22,559	)
Total Operating Expenses		32,628			959			100,159				6,311
Gross Profit		28,370			8,485				3,508
Loss before Provision for Income Taxes		(19,212	)		(959	)		(69,396	)			(21,544	)
Operating Expenses
Provision for Income Taxes		–			–			–				–
General and administrative expenses		(55,986	)		(60,816	)			(26,949	)
Net Loss	$	(19,212	)	$	(959	)	$	(69,396	)		$	(21,544	)
Selling and distribution expenses		(1,364	)		(454	)			(409	)
Other Comprehensive Loss
Total Operating Expenses		(57,350	)		(61,270	)			(27,358	)
Foreign currency translation adjustments		65			(33	)		(1,170	)			21
Operating Loss		(28,980	)		(52,785	)			(23,850	)
Total Comprehensive Loss	$	(19,147	)	$	(992	)	$	(70,566	)		$	(21,523	)
Other income		4,427			–				2,681
Net Loss per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)		$	(0.00	)
Interest expense		(1,001	)		(27	)			–
Weighted Average Number of Shares Outstanding: Basic and Diluted		29,638,958			15,750,000			21,855,037				15,750,000
Loss before income taxes		(25,554	)		(52,812	)			(21,169	)
Income Taxes		–			–				–
Net Loss	$	(25,554	)	$	(52,812	)		$	(21,169	)
Other Comprehensive Income
Foreign currency translation adjustment		509			1,931				2,819
Total Comprehensive Loss	$	(25,045	)	$	(50,881	)		$	(18,350	)
Net Loss per Share: Basic and Diluted	$	(0.00	)	$	(0.00	)		$	(211.69	)
Weighted Average Number of Shares Outstanding: Basic and Diluted		34,125,435			15,750,000				100

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

Momentous Holdings Corp. and Subsidiaries

Consolidated ~~Statement~~ Statements of Stockholders’ Deficit ~~Equity~~ (unaudited)

	Common Stock (No)		Common Stock		Additional paid in capital			Accumulated deficit			Accumulated other comprehensive loss			Total
	Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stakeholders’
June 1, 2017		15,750,000	$	15,750	$	(15,750	)	$	–		$	–		$	–
	Shares		Amount		Capital			Deficit			Loss			Deficit
Net loss		–		–		–			(20,585	)		–			(20,585	)
PREDECESSOR
November 30, 2017		15,750,000		15,750		(15,750	)		(20,585	)		–			(20,585	)
Balance, May 31, 2018		100	$	129		–		$	(31,725	)	$	363		$	(31,233	)
Net loss		–		–		–			(~~959~~21,169	)		~~(33~~–	)		(~~992~~21,169	)
February 28, 2018		15,750,000		15,750		(15,750	)		(21,544	)		(33	)		(21,577	)
Foreign currency translation adjustment		–		–		–			–			2,819			2,819
Net loss		–		–		–			(1,924	)		54			(1,870	)
Balance, July 31, 2018		100		129		–			(52,894	)		3,182			(49,583	)
June 1, 2018		15,750,000		15,750		(15,750	)		(23,468	)		21			(23,447	)
SUCCESSOR
Net loss		–		–		–			(50,184	)		(1,235	)		(51,419	)
Balance, July 31, 2018		15,750,000		15,750		(15,750	)		(14,725	)		(313	)		(15,038	)
November 30, 2018		15,750,000		15,750		(15,750	)		(73,652	)		(1,214	)		(74,866	)
Net loss		–		–		–			(52,812	)		–			(52,812	)
Effect of reverse merger		28,245,000		28,245		(43,484	)		–			(1,003	)		(16,242	)
Foreign currency translation adjustment		–		–		–			–			1,931			1,931
Stock issue for cash		20,000		20		9,980			–			–			10,000
Balance, August 31, 2018		15,750,000		15,750		(15,750	)		(67,537	)		1,618			(65,919	)
Net loss		–		–		–			(19,212	)		65			(19,147	)
Balance, May 31, 2019		34,115,000		34,115		7,807			(152,605	)		4,155			(106,528	)
February 28, 2019		44,015,000	$	44,015	$	(49,254	)	$	(92,864	)	$	(2,152	)	$	(100,255	)
Net loss		–		–		–			(25,554	)		–			(25,554	)
Issuance of common stock for cash		40,000		40		14,960			–			–			15,000
Foreign currency translation adjustment		–		–		–			–			509			509
Balance, August 31, 2019		34,155,000		34,155		22,767			(178,159	)		4,664			(116,573	)

5The accompanying notes are an integral part of these unaudited consolidated financial statements.

Momentous Holdings Corp. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

	Nine			Nine
	June 1, 2019			August 1, 2018			June 1, 2018
	Months			Months
	through			through			through
	Ended			Ended
	August 31,			August 31,			July 31,
	February 28,			February 28,
	2019			2018			2018
	2019			2018
		(Successor)			(Successor)			(Predecessor)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6925,~~396~~554	)	$	(2152,~~544~~812	)	$	(21,169	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		2,865			–
Depreciation and amortization expense		429			188			265
Changes in assets and liabilities:
Loss on goodwill impairment		–			49,581			–
Accounts payable		11,251			51,077
Changes in assets and liabilities:
Other liabilities		19,245			–
Accounts payable		22,328			(243	)		747
Accounts receivable		(21,352	)		–
Accounts receivable – third party		(3,135	)		4,420			(6,276	)
Inventories		7,980			–
Accounts receivable – related party		2,238			1,918			8,006
Loss on disposal of fixed assets		3,019			–
Prepaid expenses		2,548			507			1,239
Taxes		18,581			(1,276	)
Accrued expenses		4,636			(6,130	)		155
Net cash provided by/(used in) operating activities		(27,807	)		28,257
Taxes payable		2,809			(4,694	)		5,107
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by/(used in) operating activities		6,299			(7,265	)		(11,926	)
Purchase of property and equipment		(9,055	)		(17,573	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of trademarks		–			(33,217	)
Purchase of fixed assets		–			–			(3,179	)
Net cash used in investing activities		~~(9,055~~–	)		~~(50,790~~–	)		(3,179	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loans		5,674			–
Proceeds from the sale of common stock		15,000			–			–
Bank overdraft		10,311			–
Loans advanced		–			11,573			–
Proceeds from related party loans		27,350			22,610
Loans and overdrafts repaid		(11,747	)		–			–
Net cash provided by financing activities		43,335			22,610
Related party loans repaid		(630	)		–			–
Effect of exchange rate changes on cash		(1,170	)		–
Bank overdraft		–			–			7,481
Changes in cash		5,303			77
Net cash provided by financing activities		2,623			11,573			7,481
Cash at beginning of period		17			–
Effect of exchange rate changes on cash		(753	)		(98	)		2,821
Cash at end of period	$	5,320		$	77
Changes in cash		8,169			4,210			(4,803	)
Cash at beginning of period		4,840			198			4,803
Cash at end of period	$	13,009		$	4,408		$	–

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

Momentous Holdings Corp.

Notes to the Financial Statements

~~February~~August 2831, 2019

(Unaudited)

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND ~~PRINCIPLES~~BASIS OF ~~CONSOLIDATION~~PRESENTATION

We were incorporated as Momentous Holdings Corp., (“the “Company”) is, ~~engaged~~on May 29, 2015 in the ~~business~~State of Nevada for the purpose of designing, ~~producing,~~acquiring ~~marketing~~and developing mobile apps and ~~selling~~mobile ~~low~~software ~~carbon,~~for ~~eco-friendly~~download ~~alcoholic~~by ~~beverages~~end consumers.

WeOn ~~were~~August ~~incorporated~~1, as2018, ~~Momentous~~V ~~Holdings~~Beverages Limited. ~~Corp~~(“V Beverages”), acquired MaxChater Ltd. on(“MaxChater”) ~~May~~for ~~29,~~£1 ~~2015~~($1). MaxChater is the operating entity in the ~~State~~transaction and is therefore viewed as the predecessor entity for financial reporting purposes, and V Beverages is viewed as the successor entity. The acquisition of ~~Nevada~~MaxChater by V Beverages was accounted for using the ~~purpose~~acquisition method of ~~designing~~accounting, and ~~acquiring~~the ~~and~~excess ~~developing~~of ~~mobile~~the ~~apps~~consideration ~~and~~paid ~~mobile~~over ~~software~~the net liabilities acquired, representing goodwill on acquisition, was fully impaired ~~for~~at ~~download~~the bydate ~~end~~of ~~consumers~~the transaction, as further described in the Company’s recently filed Form 10-K.

On December 31, 2018, the Company entered into a Share Exchange Agreement with Andrew Eddy (“Owner”), an individual residing in Great Britain and owner of 100% of the issued and outstanding capital shares of V Beverages ~~Limited (“V Beverages”)~~, a company organized under the laws of the United Kingdom (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding capital shares of V Beverages (the “Target Shares”). Upon the closing of the ~~transactions~~transaction under the Share Exchange Agreement, the Owner transferred the Target Shares to the Company in exchange for 15,750,000 shares of the Company’s common stock, par value $0.001. The board members of the Company were replaced with those of V Beverages at the date of the transaction.

~~Following~~The transaction has been accounted for as a reverse merger and recapitalization, whereby V Beverages is considered to be the ~~acquisition~~accounting acquirer and became a wholly-owned subsidiary of the Company. V Beverages, is considered to be the accounting acquirer following the replacement of the Momentous Holdings Corp. board and management by V Beverages management and board member. Following the reverse merger we ceased operations of our app, the original business of the Company.

The ~~transaction~~consolidated ~~has~~financial ~~been~~statements ~~accounted~~ for asthe aperiod ~~reverse~~ended ~~merger~~August 31, ~~whereby~~2019 ~~V Beverages is considered to be the accounting acquirer~~ and ~~became~~as ~~a wholly-owned subsidiary~~ of ~~the~~that ~~Company.~~date In(successor) ~~accordance~~comprise ~~with~~ the ~~accounting~~financial ~~treatment~~statements ~~for~~of aMomentous ~~“reverse~~Holdings ~~merger” or a “reverse acquisition~~Corp.,” ~~the~~together ~~Company’s historical financial statements prior to the reverse merger were and will be replaced~~ with the ~~historical~~ financial statements of V Beverages ~~prior to the reverse merger~~ and inMaxChater ~~all~~for ~~future~~the ~~filings~~period ~~with~~from ~~the~~June ~~U.S.~~1, ~~Securities~~2019 ~~and~~to ~~Exchange~~August ~~Commission (the~~31, ~~“SEC”)~~2019.

~~Principles~~The financial statements for the period ended August 31, 2018 (successor) comprise the financial statements of ~~Consolidation~~V Beverages and MaxChater. for the period from August 1, 2018 to August 31, 2018.

The ~~accompanying consolidated~~ financial statements ~~include~~for the ~~accounts~~period ended ofJuly ~~the~~31, ~~Company~~2018 ~~and~~(predecessor ~~our~~– ~~wholly-owned~~separated ~~subsidiaries. All~~by ~~intercompany~~black ~~transactions~~bar) ~~have~~comprise ~~been~~the financial statements of MaxChater. for the period ~~eliminated~~from inJune ~~full~~1, 2018 to July 31, 2018.

~~NOTE~~These 2unaudited interim –consolidated ~~SUMMARY~~financial OFstatements ~~SIGNIFICANT~~have ~~ACCOUNTING~~been prepared in accordance with accounting principles generally accepted in the ~~POLICIES~~United States of America (GAAP) and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the period ended May 31, 2019 contained in the Company’s Form 10-K filed with the Securities and Exchange Commission on December 18, 2019.

~~Basis~~In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the period ended May 31, 2019, as reported in the Company’s Form 10-K, have been omitted.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company at February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended February 28, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period.5

~~Use~~NOTE of2 ~~Estimates~~- GOING CONCERN

The ~~preparation~~accompanying of financial statements have inbeen ~~conformity~~prepared ~~with~~on ~~GAAP~~a ~~requires~~going ~~management~~concern tobasis, ~~make~~which ~~estimates~~contemplates ~~and~~the ~~assumptions~~realization ~~that~~of ~~affect~~assets and the ~~amounts~~satisfaction ~~reported~~of liabilities in the ~~financial~~ ~~statements~~normal ~~and~~course ~~accompanying~~of ~~notes~~business. ~~Significant~~The ~~estimates~~Company ~~and~~had ~~assumptions~~a ~~are~~working ~~required~~capital indeficit ~~the~~of ~~determination~~$164,567 ofa ~~the~~total ~~fair~~stockholders’ ~~value~~deficit of $116,573 ~~financial~~at ~~instruments~~August 31, 2019 (successor) and ~~the~~accumulated ~~valuation~~losses ofat ~~long-lived~~that ~~and~~date ~~indefinite-lived~~of ~~assets~~$178,159. ~~Some~~These factors, among others, raise substantial doubt about the ability of ~~these~~the ~~judgments~~Company ~~can~~to becontinue ~~subjective~~as ~~and~~a going concern for a reasonable period of time. The accompanying financial ~~complex,~~statements ~~and,~~do ~~consequently,~~not ~~actual~~include ~~results~~any ~~may~~adjustments ~~differ~~that might result from ~~these~~the ~~estimates~~outcome of this uncertainty.

7The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. Following the recent completion of the 10-K for the year ended May 31, 2019, management expects to raise funds in order to provide working capital for the foreseeable future.

~~Cost~~NOTE of3 ~~Sales~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Cost~~Principles of sales consists of the costs of ingredients utilized in the production of spirits, manufacturing labor and overhead, warehousing rent, packaging, and in-bound freight charges. Ingredients account for the largest portion of the cost of sales, followed by packaging and production costs.consolidation

~~Inventories~~The consolidated financial statements include the financial statements of Momentous Holdings Corp, together with the financial statements of V Beverages and MaxChater, presented in accordance with the basis of presentation footnote. All significant intercompany balances and transactions have been eliminated in full.

Inventories primarily consist of bulk and bottled liquor and merchandise and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (FIFO) method. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. The Company has recorded no write-downs of inventories for the nine months ended February 28, 2019 and 2018.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years. The cost and related accumulated depreciation and amortization of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is reported as current period income or expense. The costs of repairs and maintenance are expensed as incurred.

Intangible Assets/Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment on an annual basis and between annual tests in certain circumstances. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value.

During the nine months ended February 28, 2019, we recorded $50,790 of intangible assets relating to the value of the trademarks with the acquisition of V Beverages Limited. We determined that the fair value of the intangible assets exceeded their carrying value and therefore the assets were not impaired.

Cash

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company follows FASB ASC 605 “Revenue Recognition” and recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

1. persuasive evidence of an arrangement exists;

2. the product has been shipped or the services have been rendered to the customer;

3. the sales price is fixed or determinable; and,

4. collectability is reasonably assured.

Income Taxes

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Net Loss Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Foreign Currency Translation

The functional currency of the Company is Great British Pounds (GBP). Assets and liabilities of our operations are translated into United States dollar equivalents using the exchange rates in effect at the balance sheet date. Revenues and expenses are translated using the average exchange rates during each period and equity accounts are translated at historical cost. Adjustments resulting from the process of translating foreign functional currency financial statements into U.S. dollars are included in accumulated other comprehensive loss in shareholders’ deficit.

Recent Accounting Pronouncements

From time to time , new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations and cash flows when implemented.

NOTE 34 –- ~~GOING CONCERN~~DEBT

~~The~~Short ~~accompanying~~term ~~financial~~borrowings ~~statements~~from ~~have~~related parties ~~been~~at ~~prepared~~August ~~on a going concern basis~~31, ~~which~~2019 ~~contemplates~~(successor) ~~the~~include ~~realization~~an amount of ~~assets~~$46,524 ~~and~~due ~~the~~in ~~satisfaction~~respect of ~~liabilities in~~ the ~~normal~~ ~~course~~purchase of ~~business.~~the ~~The~~‘Victory’ ~~Company~~brand ~~has~~acquired in ~~generated~~November ~~limited~~2017. ~~revenues~~This ~~since~~balance ~~inception,~~was ~~has~~due anfor ~~accumulated~~repayment ~~deficit~~in oftwo ~~$92,864,~~equal ~~a working~~installments ~~capital~~by ~~deficit~~August ~~of $170~~2,~~911~~ ~~and~~2019 ~~has~~without ~~incurred losses since inception. These factors~~interest, ~~among~~however ~~others, raise substantial doubt~~the ~~about~~terms ~~the ability~~ of the ~~Company~~credit tonote ~~continue~~have asbeen aextended ~~going~~until ~~concern~~February ~~for a reasonable period of time~~2020. ~~The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~The~~A ~~continuing~~bank ~~operations~~loan of ~~the~~$11,573 ~~Company are~~was ~~dependent~~advanced ~~upon~~on August ~~its~~2, ~~ability~~2018 towhich ~~continue~~bears tointerest ~~raise~~at ~~adequate~~a ~~financing~~commercial ~~and~~interest torate. ~~commence~~As ~~profitable~~of ~~operations~~May in31, 2019 the ~~future~~Company ~~and repay~~owed ~~its~~$2,390 ~~liabilities~~on ~~arising~~the ~~from~~bank ~~normal~~loan and ~~business operations~~ as ~~they~~of ~~become~~August ~~due.~~31, ~~The~~2019 ~~Directors~~the ~~are~~Company ~~also~~had inrepaid ~~agreement~~the ~~that~~remaining ~~they will~~$11,747 ~~make~~balance ~~unsecured~~of ~~loans to~~ the ~~business~~bank asloan ~~necessary~~and ~~until~~reduced ~~such~~the ~~future funding can be secured~~overdraft.

9On August 2, 2019, the Company entered into a new £20,000 ($24,250) bank overdraft facility with an effective rate of 12.22 per cent per annum which is personally guaranteed by one of the Company’s directors. The Facility does not have a fixed or minimum duration but may be cancelled by the bank at any time.

NOTE ~~4 – INVENTORIES~~5 - RELATED PARTY TRANSACTIONS

~~Inventories~~During ~~consist~~the ofquarter ended August 31, 2019 (successor) there were no new amounts loaned by the ~~following:~~directors, amounts repaid amounted to $630.

	February 28,		May 31,
	2019		2018
Raw Materials	$	7,980	$	–
Finished Goods		–		–
Total	$	7,980	$	–

The total amounts due to directors as of August 31, 2019 and May 31, 2019 were $46,598 and $48,489, respectively, the change being mainly due to foreign currency translation from GBP in which the loans are denominated. The amounts loaned by the directors are unsecured, non-interest bearing, and due on demand. See Note 4 for other related party note.

~~NOTE~~In 5addition –to ~~PROPERTY~~amounts ~~AND~~due ~~EQUIPMENT~~to current directors, the amount due to James Horan, a former director, was $9,873 as of August 31, 2019 and May 31, 2019. This amount is included in the total due of $46,598 disclosed above. The amount loaned is unsecured, non-interest bearing, and due on demand.

~~Property~~During the period ended August 31, 2019 (successor), the Company invoiced and ~~equipment~~sold ~~was~~products, ~~purchased~~totaling ~~for~~$0 to a related party, The Drafthouse, which is considered to be a related party due to there being common significant shareholders with Momentous Holdings Corp. During the ~~production~~period ofended ~~revenues~~August 31, 2018 (successor) the Company sold products to The Drafthouse totaling $286 and ~~was~~during ~~comprised~~the asperiod ~~follows:~~ended July, 2018 (predecessor) the Company invoiced and sold products totaling $2,129.

	February 28,		May 31,
	2019		2018
Equipment	$	22,731	$	16,695
Less accumulated depreciation		2,865		–
Equipment, net	$	19,866	$	16,695

Accounts receivable balances from The Drafthouse were $0, and $2,238 as of August 31, 2019 and May 31, 2019, respectively.

~~Property~~NOTE ~~and~~6 ~~equipment~~- isCAPITAL ~~depreciated over the useful lives of the assets beginning when placed in service. Depreciation expense was $2,865 and $0 for the nine months ended February 28, 2019 and 2018, respectively.~~STOCK

~~NOTE~~On 6August –8, ~~RELATED~~2019, ~~PARTY~~we ~~TRANSACTIONS~~issued 40,000 shares of common stock for cash in the amount of $0.375 per share for a total of $15,000.

AsNOTE of7 February 28, 2019, and May 31, 2018, the balance of the amounts due to the current and former directors was $55,200 and $23,860, respectively. The amounts loaned to and from the directors are unsecured, non-~~interest~~ ~~bearing,~~COMMITMENTS ~~and~~AND ~~due on demand.~~CONTINGENCIES

~~NOTE~~Operating ~~7 – LOANS~~leases

AsThe ofCompany ~~February~~operated ~~28,~~from ~~2019,~~rent-free ~~and~~premises in Central London ~~May~~until 31March 26, 2018 when the Company leased approximately 300 square feet of industrial space in Tottenham, London in the ~~amount~~United ofKingdom ~~bank~~for ~~loans~~approximately ~~outstanding~~$450 per month which was ~~$5,674~~cancelable ~~and~~by ~~$0,~~either ~~respectively~~party with one months’ notice The Company also purchased a shipping container for additional space on location.

~~NOTE~~The 8company –incurred ~~CAPITAL~~no ~~STOCK~~rental costs for the shipping container.

15On April 26,~~750~~ 2019,~~000~~ ~~shares~~the ofCompany ~~common~~entered into ~~stock~~an ~~were issued~~agreement inwith ~~consideration~~a third party for the ~~Share~~sale ~~Exchange~~and ~~Agreement~~leaseback ~~referred~~of tothe shipping container in ~~Note~~the amount of $2,223. Rental payment after usage of the credit from the sale and leaseback of the shipping container was agreed at approximately $1,100 per month. On November ~~February 18~~1, 2019, wethe ~~issued~~Company relinquished the 300 ~~20,000~~square ~~shares~~feet of ~~common~~ ~~stock~~industrial ~~for~~space ~~cash~~and inhas solely retained the ~~amount~~shipping container at a reduced rental of approximately $~~0.50~~410 per ~~share~~month ~~for~~which ais ~~total~~cancelable ofby ~~$10,000~~either party with two weeks notice.

~~After~~The ~~the~~rental ~~effect~~expense offor the ~~reverse~~period ~~merger, there~~ended ~~were~~August 4431,~~015,000~~ ~~shares~~2019 of(successor) was ~~common~~$3,270, ~~stock~~for ~~issued~~the ~~and~~period ~~outstanding~~ended atAugust ~~February 28~~31, ~~2019.~~2018 ~~There~~(successor) ~~were~~was noapproximately ~~shares~~$450 ofand ~~preferred~~for ~~stock issued~~the ~~and~~period ~~outstanding~~ended atJuly ~~February 28~~31, ~~2019~~2018 (predecessor) was approximately $900.

NOTE 98 –- SUBSEQUENT EVENTS

WeOn ~~evaluated~~October ~~all~~17, ~~events~~2019, orwe ~~transactions that~~issued ~~occurred~~10,000 ~~after~~shares of ~~the~~our ~~balance~~common ~~sheet~~stock ~~date~~to ~~through~~one ~~the~~of ~~date~~our ~~when~~independent weservice ~~issued~~providers ~~these~~as ~~financial~~partial ~~statements~~compensation ~~and~~for ~~have~~continued ~~the~~service ~~following~~and ~~material~~deferment of ~~recognizable~~payment ~~subsequent~~owed ~~events~~by ~~during~~the ~~this~~Company ~~period,~~for inprior ~~addition~~services ~~to events described elsewhere in the financial statements:~~rendered.

~~On April 05, 2019, we issued 50,000 shares of common stock for cash in the amount of $0.50 per share for a total of $25,000.~~ 7

On April 17, 2019, the Company agreed with James Horan, a shareholder of the Company, for the cancellation 10,000,000 shares of the Company’s common stock. The Company did not receive any payment for the cancellation of such shares.

On May 02, 2019, we issued 50,000 shares of common stock for cash in the amount of $0.50 per share for a total of $25,000.

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Management's statements contained in this portion of the prospectus are not historical facts and are forward-looking statements. Factors which could have a material adverse effect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to, those matters discussed under the section entitled “Risk Factors,” above. Such risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Our Plan for the Next 12 Months

On December 31, 2018, the Company completed the transactions contemplated by a certain Share Exchange Agreement entered into by and between the Company and Mr. Andrew Eddy, an individual residing in Great Britain and owner of 100% of the issued and outstanding capital shares of V Beverages ~~Limited~~, a company organized under the laws of the United Kingdom (the “Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and outstanding capital shares of V Beverages ~~Limited~~ (the “V Beverage Shares”). At the closing of the transactions under the Share Exchange Agreement, Mr. Eddy transferred and sold all of the V Beverage Shares to the Company in exchange for 15,750,000 shares of the Company’s common stock, par value $0.001, which the Company issued on April 17, 2019. Subsequent to the completion the transactions under the Share Exchange Agreement, V Beverages ~~Limited~~ is operated as the Company’s wholly-owned subsidiary.

The ~~original~~Company ~~business~~is offocused entirely on the ~~Company~~business ~~is intended~~of toits bewholly owned ~~disbanded~~subsidiaries. ~~Revenue~~Our ~~from~~Subsidiary, ~~our~~V ~~app~~Beverages ~~has~~owns ~~continued~~100% toof ~~decline~~the ~~with~~issued ~~revenue~~and inoutstanding ~~our~~capital ~~last~~shares ~~quarter~~of ~~being~~MaxChater, ~~$0.~~a ~~Management believes~~company ~~that~~organized ~~competition~~under ~~against~~the ~~better~~laws ~~resourced~~of ~~competitors~~the ~~and~~United anKingdom, ~~abundance~~which ofit ~~more~~acquired ~~experienced~~on ~~market~~August ~~participants~~1, ~~prevent~~2018. usMaxChater ~~from achieving~~serves ~~long~~as our wholly-~~term~~owned ~~profitable~~operating subsidiary ~~operations.~~that Asis ~~such,~~solely ~~management~~engaged ~~has~~in ~~decided~~the itbusiness ~~will~~of ~~discontinue~~designing, ~~the~~producing, ~~operations~~marketing ofand ~~our~~selling ~~app~~low carbon, eco-friendly alcoholic beverages.

~~Moving~~Momentous ~~forward,~~Holdings ~~the Company will focus entirely on the business of its wholly owned subsidiary, V Beverages Limited~~Corp. AsGroup ~~such, it will be solely engaged in the business of designing, producing, marketing and selling low carbon, eco-friendly alcoholic beverages.~~Structure

V Beverages currently produces a range of alcoholic spirits under its trademarked brand 'Victory'. Victory Gin and Victory Bitter are already 2018 IWSC award winners, and the distillery has also added Vodka and ready to drink cocktails such as Negroni to its portfolio. Using a modern cold distillation technique, far less energy is used than in traditional hot techniques, while retaining more of the carefully selected botanicals.8

~~The~~We ~~following~~are is a ~~list~~modern ofcraft ~~business~~beverage ~~goals~~company, founded in 2015, that is based in London, United Kingdom. We design, produce, market and ~~milestones~~sell wehandcrafted, ~~wish~~award-winning toalcohol beverage ~~accomplish~~products ~~within~~with ~~the~~a ~~next~~portfolio ~~twelve~~consisting ~~months~~of gin, vodka, bitter aperitif and ready-to-drink cocktails (“RTD”).

~~Completion~~Our ofstrategy ~~the~~is ~~audit~~to ofproduce Vpremium ~~Beverages~~products with ~~Limited~~minimal ~~Secure~~impact ~~necessary funding~~ to ~~expand~~the ~~operations~~environment ~~Product~~through ~~Development,~~the ~~Facility~~use ~~improvements~~of ~~and~~modern ~~Equipment~~technology ~~upgrades~~during ~~Parent~~production. ~~Company~~Our ~~name~~methods ~~change~~help us to ~~better~~conserve energy ~~reflect~~and ~~new~~reduce ~~business~~water ~~Engage~~waste inwhilst andelivering ~~advertising~~what ~~and~~we ~~marketing~~believe ~~program,~~is ~~through~~a ~~both~~superior ~~traditional~~product. ~~sources~~We ~~and~~also ~~social~~focus ~~media~~on ~~Cannabinoid~~environmentally ~~infused~~friendly and ~~alcoholic~~recyclable ~~beverages~~packaging ~~Hire additional skilled employees~~ to ~~complete~~reduce our ~~team,~~carbon ~~such~~footprint. asWe ~~brand~~are ~~ambassadors~~also ~~Pay~~looking ~~for~~to ~~legal~~employ ~~and~~carbon ~~accounting~~offsetting ~~costs~~in ~~Develop~~order ~~an advisory committee~~ to ~~complement~~meet ~~the~~our ~~board~~carbon neutral ~~and~~status ~~employees~~target ofby the ~~Company~~end ~~Formation~~ of ~~independent majority compliance, audit and compensation committees Continuation of V Beverages Limited continuous annual growth, in terms of both units sold and annual revenues~~2020.

11The following is a list of milestones we wish to accomplish within the next twelve months.

~~Our~~Secure ~~first~~necessary ~~major~~funding ~~milestones~~to ~~are~~meet ~~expected~~ additional expenses of being a public company and to beexpand ~~securing~~operations ~~funds~~Product Development, Facility improvements and ~~increasing~~Equipment ~~the~~upgrades ~~scale~~Parent ofCompany ~~our~~name ~~production.~~change ~~This~~to isbetter ~~our~~reflect ~~primary~~new ~~focus.~~business InEngage ~~three~~in ~~years~~advertising and marketing programs, wethrough ~~hope~~both traditional sources and social media Develop/Complete development of Cannabinoid infused alcoholic beverages Hire additional skilled employees to ~~have~~complete ~~established~~ our ~~brand~~team, ~~products~~such as brand ambassadors Develop an advisory committee to complement the board and ~~Company~~employees inof the ~~United~~Company ~~States~~Develop additional corporate governance standards, including formation of independent majority compliance, audit and ~~internationally.~~compensation committees Continuation of MaxChater annual growth, in terms of both units sold and annual revenues

Our first major milestones are expected to be securing funds and increasing the scale of our production. This is our primary focus. In three years, we hope to have established our brand, products and corporate presence in the United States, and internationally.

Revenue

Revenue ~~for~~(including ~~the~~related ~~three~~party revenue) ~~and~~for ~~nine~~the ~~months~~period ~~to February~~ended 28August 31, 2019 ~~were~~(successor) was $3760,~~197~~684, ~~and~~for ~~$129~~the period ended August 31,~~978,~~ ~~respectively~~2018 ~~and~~(successor) was approximately $09,115 and $0 for the ~~three~~period ~~and~~ended ~~nine~~July ~~months~~31, to2018 ~~February~~(predecessor) ~~28,~~was ~~2018,~~approximately ~~respectively~~$26,067.

Gross ~~Profit~~profit for the ~~three~~period ~~and~~ended ~~nine months~~August ~~to February 28~~31, 2019 ~~were~~(successor) ~~$13,416~~was ~~and~~ $3028,~~763~~370, ~~respectively~~for ~~and~~the $0period ~~and~~ended ~~$(15~~August 31,~~233~~ 2018 (successor) ~~for~~was ~~the~~approximately ~~three~~$8,485 and ~~nine~~for ~~months~~the toperiod ended ~~February~~July 2831, 2018, ~~respectively~~(predecessor) was approximately $3,508.

Operating Expenses

Operating expenses ~~were $32,628 and $100,159~~ for the ~~three~~period ~~and~~ended August ~~nine months to February 28~~31, 2019, ~~respectively~~(successor) ~~and~~were $~~959 and $6~~57,~~311~~350, for the ~~three~~period ~~and~~ended ~~nine~~August ~~months to February 28~~31, 2018, ~~respectively.~~(successor) ~~Our~~were ~~operating~~approximately ~~expenses~~$61,270 and for the period ~~three~~ended ~~and~~July ~~nine months to February 28~~31, ~~2019 and~~ 2018 ~~consisted~~(predecessor) ofwere ~~general and~~approximately ~~administrative expenses and increased due to the acquisition and increase of V Beverages trading activities following the acquisition of MaxChater Ltd~~$27,358. ~~by V Beverages Limited.~~

WeOur ~~anticipate our~~ operating expenses ~~will increase~~for asthe weperiods ended ~~undertake~~August ~~our~~31, ~~plan~~2019 ofand ~~operations.~~August ~~The~~31, ~~increase~~2018 ~~will~~consisted beof ~~attributable~~general toand ~~the~~administrative ~~measures~~expenses ~~described~~and ~~above~~increased due to ~~implement our business plan and~~ the ~~professional~~increase ~~fees~~in operating ~~associated~~activities ~~with~~following ~~our~~the ~~being~~acquisition aof ~~reporting~~MaxChater ~~company~~by ~~under~~V ~~the Securities Exchange Act of 1934~~Beverages.

Our operating expenses for the period ended July 31, 2018 consisted of general and administrative expenses of MaxChater.

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the measures described above to implement our business plan and the professional fees associated with our being a reporting company under the U.S. Securities Exchange Act of 1934.

Net Loss

Net loss for the ~~three~~period ~~and~~ended ~~nine~~August ~~months~~31, to2019 ~~February~~(successor) 28was $25,554, ~~2019~~for ~~were~~the ~~$19,212~~period ~~and~~ended ~~$69~~August 31,~~396,~~ ~~respectively~~2018 ~~and~~(successor) ~~$959~~was ~~and~~approximately $2152,~~544~~812 and for the ~~three~~period ~~and~~ended July ~~nine~~31, ~~months~~2018 to(predecessor) ~~February~~was ~~28, 2018,~~approximately ~~respectively~~$21,169.

Liquidity and Capital Resources

As of ~~February~~August 2831, 2019, we had total current assets of $34,~~802~~389, consisting of cash of $513,~~320~~009, accounts receivable of $2120,~~352~~444, and prepaid ~~taxes~~expenses of $~~150 and inventories of $7,980~~936. We had total current liabilities of $~~205~~198,~~713~~956 as of ~~February~~August 2831, 2019 consisting of advances from related parties of $5593,~~200~~122, accounts payable of $7932,~~898~~798, taxes payable of $3551,~~383~~467, bank overdraft of $105,~~311~~677, ~~other loan of $5,674~~ and other liabilities of $1915,~~247~~892. Accordingly, we had a working capital deficit of $~~170~~164,~~911~~567 as of ~~February~~August 2831, 2019.

~~Operating~~As ~~activities~~of ~~resulted~~May in31, a2019 ~~reduction~~(successor), we had total current assets of $27,871, consisting of cash of $274,~~807~~840, ~~for~~accounts ~~the~~receivable ~~nine~~of ~~months~~$19,547 ~~ended~~and ~~February~~prepayments 28and other receivables of $3,484. We had current liabilities of $184,423 as of May 31, 2019. We therefore had a working capital deficit of $156,552 as of May 31, 2019.

~~Our~~Operating ~~ability~~activities toresulted ~~operate~~in ~~beyond~~a ~~May 31, 2019,~~net iscash ~~contingent~~inflow ~~upon~~of ~~us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through sales revenue~~$6,299 we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the ~~sales~~three ofmonths ~~stock~~ended orAugust ~~the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms~~31, ~~or at all~~2019.

Our ability to operate beyond the next twelve (12) months is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Our currently available funds will allow us to operate for another one (1) month. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company ~~has~~had ~~generated~~a ~~limited~~working ~~revenues~~capital ~~since inception, has an accumulated~~ deficit of $92164,~~864~~567, a ~~working~~ ~~capital~~total stockholders’ deficit of $~~170~~116,~~911~~573 at August 31, 2019 and ~~has~~accumulated ~~incurred~~deficit ~~losses~~at ~~since~~that ~~inception~~date of $178,159. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

1210

The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future and repay its liabilities arising from normal business operations as they become due. The Directors are also in agreement that they will make unsecured loans to the business as necessary until such future funding can be secured.

Off Balance Sheet Arrangements

As of ~~February~~August 2831, 2019, there were no ~~off~~ off balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting ~~polices~~policies” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.

Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending May 31, 2019, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.11

13We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending May 31, 2020, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~February~~August 2831, 2019 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

1412

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

ANot ~~smaller reporting company is not required to provide the information required by this Item~~applicable.

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

NoOn ~~placement~~August ~~agent~~8, or2019, ~~broker~~we ~~dealer~~issued ~~was used~~40,000 orshares ~~participated~~of incommon ~~any~~stock ~~offering~~for cash orin ~~sale~~the amount of ~~the~~$0.375 ~~above~~per ~~shares~~share for a total of $15,000.

The sale of shares described above was made pursuant to the exemption from registration set forth in Regulation S, promulgated by the Securities Exchange Commission under the Securities Act of 1933. No underwriters were utilized in connection with the sale of securities.

The issuance of these securities was to a single “non-U.S. person” (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which the Company relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including but not limited to the following conditions:

• Purchaser was outside of the United States; and • Purchaser agreed to resell the Shares only in accordance with Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration.

Each certificate representing the shares of common stock contains a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the holder may not engage in hedging transactions with regards to the Company’s common stock unless in compliance with the Act.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On February 15, 2019, Mr. James Horan and Mr. Nooroa Ogden each resigned as executive officers of the Company and as members of the Company's Board of Directors. Mr. Horan held the positions of Chief Executive Officer and President and Mr. Ogden held the positions of Chief Financial Officer, Secretary and Treasurer.None

Immediately following the Company's receipt of their resignations, the Board appointed Mr. Andrew Eddy as the Company's CEO, President, CFO, Secretary and Treasurer.

On February 12, 2019, we appointed Andrew Parry as a Non-Executive Director.

On June 10, 2019, Momentous Holdings Corp. (the “Company”), appointed Max Chater as Chief Operating Officer (“COO”), with such appointment effective as of May 30, 2019. Prior to joining the Company, from September 2015 to present, Mr. Chater was the Founder and Chief Distiller of MaxChater Ltd. (now part of V Beverages Limited), London, United Kingdom.

From January, 2011 to June, 2012, Mr. Chater worked for Brewdog Bars Limited (part of Brewdog PLC), as a training manager for bar teams. Max was instrumental in recruiting and training for four bars across the United Kingdom.

From July 2012 until August 2014, Mr. Chater worked at the bar consultancy Company Fluid Movement at the Whistling Shop. During Mr. Chater's tenure at the Whistling Shop, the bar was awarded status as the 31st best bar in the World.

Between September 2014 and September 2015, Mr. Chater held the position of Brand Development Manager for The Draft House in London, UK, where he nurtured talent, recruited staff and trained individuals with little experience to management level. Mr. Chater was also integral to the opening and training of three The Draft House sites.

Whilst at The Draft House, Mr. Chater developed and opened the concept bar, BUMP by London Bridge, London.

In 2008, Mr. Chater received his Bachelor of Arts degree in Graphic Design from Leeds Beckett University fka Leeds Metropolitan University. Mr. Chater has since created corporate branding for multiple food and beverage businesses. These brands include Small Bar Bristol, Euroboozer, and a street food startup, Pork Box.

Mr. Chater is responsible for all design assets and photography for V Beverages Limited.

Mr. Chater has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 6. Exhibits

Exhibit Number		Description of Exhibit
SEC Ref. No.		Title of Document
31.1		Certification ~~of Chief Executive Officer~~ pursuant to ~~18 U.S.C.~~ Section ~~1350, as adopted pursuant to Section~~ 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification ~~of Chief Executive Officer and Chief Financial Officer~~ pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101		XBRL Reports
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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Momentous Holdings Corp.
Date:	~~July~~January 28, ~~2019~~2020
By:	/s/ Andrew Eddy
	Andrew Eddy
Title:	Chief Executive Officer, principal financial officer and principal accounting officer

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Filing Compare · MOMENTOUS HOLDINGS CORP.