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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

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

~~FOR~~For the ~~THE~~fiscal ~~FISCAL~~year ~~YEAR~~ended ~~ENDING~~May ~~MAY~~ 31, ~~2020~~2023

~~COMMISSION~~☐ TRANSITION ~~FILE~~REPORT ~~NUMBER:~~PURSUANT ~~333-207163~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Momentous~~For the ~~Holdings~~transition ~~Corp.~~period from ___________ to ___________

~~(Exact name of registrant as specified in~~COMMISSION ~~its~~FILE ~~charter)~~NO. 333-207163

Nevada		32-0471741
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

MOMENTOUS HOLDINGS CORPORATION

~~32 Curzon Street, London, W1J 7WS, United Kingdom~~ (~~Address~~Exact name of ~~principal executive offices, including zip code) +44 203 871 3051 (~~Registrant’s ~~telephone~~as ~~number,~~specified ~~including~~in ~~area~~its ~~code~~charter)

Nevada

(State or other jurisdiction of incorporation)

6770

(Primary Standard Industrial Classification Code Number)

32-0471741

(I.R.S. Employer Identification No.)

300 Mamaroneck Ave

Apt. 201

White Plains, New York 10605

(646) 768-8417

(Address and telephone number of Registrant’s executive office)

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

Title of each Class	Trading Symbol	Name of each exchange on which registered
Title of each class		Trading Symbol	Name of each exchange on which registered
Common Stock: $0.001 par value	~~MMNT~~	~~Other OTC~~MMNT	N/A

Securities registered pursuant to Section 12(g) of the Act: ~~None~~Common Stock

Indicate by check mark ifwhether the ~~registrant~~Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ~~[ ]~~ Yes ~~[X]~~ ☐ No ☒

Indicate by check mark if the ~~registrant~~ Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~[X]~~ Yes ~~[ ]~~ ☐ No ☒

Indicate by check mark whether the ~~registrant~~ 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~~Registrant ~~was~~as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~[ ]~~ Yes ~~[X]~~ ☒ No ☐

Indicate by check mark whether the ~~registrant~~ 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~~Registrant was required to submit such files). ~~[ ]~~ Yes ~~[X]~~ ☐ No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of ~~registrant~~ Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this ~~Form~~ Form 10-K or any ~~amendments~~amendment to this Form 10-K. ~~[ ]~~Yes ☒ No ☐

Indicate by check mark whether the ~~registrant~~ 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~~ reporting company”,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated ~~filer~~Filer ~~[X]~~☒ Smaller reporting company ~~[X]~~☒ Emerging growth company ~~[X]~~☒

If an emerging growth company, indicate by check mark if the ~~registrant~~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. ~~[ ]~~ ☐

~~State the aggregate market value of the~~Indicate ~~voting and non-voting common equity held~~ by ~~non-affiliates~~checkmark ~~computed~~whether ~~by reference to~~ the ~~price~~Registrant atis ~~which~~a ~~the~~shell ~~common~~company ~~equity was last sold, or the average bid and asked price of such common equity,~~ (as ofdefined ~~the~~in ~~last~~Rule 12b-2 ~~business day~~ of the ~~registrant's~~Exchange ~~most recently completed second fiscal quarter ended, November 30, 2019: $9,391,650~~Act). Yes ☒ No ☐

~~Indicate the number of shares outstanding~~As of ~~each~~September ~~of the registrant’s classes of common stock~~15, as2023 of the ~~latest~~Registrant ~~practicable~~had ~~date: There were 34~~33,~~165~~115,000 shares of common stock issued and outstanding ~~at February 26, 2021 There were no shares of preferred stock issued and outstanding at February 26, 2021~~.

~~DOCUMENTS INCORPORATED BY REFERENCE~~ 0

~~None.~~TABLE OF CONTENTS

Table of Contents

	PART I

Item 1	Description of Business	1

Item 1A	Risk Factors	3

Item 1B	Unresolved Staff Comments	10

Item 2	Properties	11

Item 3	Legal Proceedings	11

Item 4	Mine Safety Disclosures	11

	PART II

Item 5	Market for Common Equity and Related Stockholder Matters	12

Item 6	Selected Financial Data	12

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 7A	Quantitative and Qualitative Disclosures About Market Risk	14

Item 8	Financial Statements and Supplementary Data	F-1

Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	15

Item 9A	Controls and Procedures	15

Item 9B	Other Information	16

	PART III

Item 10	Directors, Executive Officers, and Corporate Governance	17

Item 11	Executive Compensation	19

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20

Item 13	Certain Relationships and Related Transactions, and Director Independence	20

Item 14	Principal Accountant Fees and Services	20

	PART IV

Item 15	Exhibits and Financial Statement Schedules	21

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Shares	18
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	19
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 8.	Financial Statements and Supplementary Data	22
	(The financial statements and supplementary data required by this item are set forth at the end of this Annual Report on Form 10-K beginning on page F-1.)
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A.	Controls and Procedures	23
Item 9B.	Other Information	23
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	24
Item 11.	Executive Summary and Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Audit Fees	27
PART IV
Item 15.	Exhibits, Financial Statements, Schedules	28
	Signatures	29
	Exhibit Index	30
	Financial Statements Index	F-1

PART I

~~Momentous Holdings Corp~~ITEM 1.~~, is referred to herein as “Momentous,”~~ ~~“MMNT,”~~DESCRIPTION ~~“the~~OF ~~Company,” “us,” or “we.”~~BUSINESS

~~Item~~As used 1in this annual Report, the terms “we”, “us”, “our”, “the Company”, mean Momentous Holdings Corp., ~~Business~~unless otherwise indicated.

Cautionary Note Regarding Forward-Looking Statements

~~The~~This Report ~~statements~~contains inforward-looking ~~this~~statements ~~section~~within ~~and~~the ~~other sections~~meaning of ~~this~~the ~~Form~~Private ~~10-K~~Securities ~~include~~Litigation ~~“forward-looking~~Reform Act of 1995, including statements” regarding our ability to locate and ~~involve~~acquire ~~uncertainties~~an ~~that~~operating ~~could~~business ~~significantly~~and the resources and efforts we intend to dedicate to such an endeavor, ~~impact~~our ~~results.~~development ~~Forward-looking~~of ~~statements~~a ~~give~~viable ~~current~~business ~~expectations~~plan orand ~~forecasts~~commencement of ~~future~~operations, ~~events~~and ~~about~~our ~~the~~ability ~~company~~to locate sources of capital necessary to commence operations or otherwise meet our ~~outlook~~business needs and objectives. ~~You~~ ~~can~~All ~~identify~~statements ~~forward-looking~~other than statements byof ~~the~~historical ~~fact~~facts ~~they~~contained doin this ~~not~~Report, ~~relate~~including tostatements ~~historical~~regarding orour ~~current~~future ~~facts~~financial position, liquidity, business strategy, and byplans ~~the~~and ~~use~~objectives of ~~words~~ ~~such~~management asfor future operations, are forward-looking statements. The words “believe,” “~~expect~~may,” “estimate,” “continue,” “anticipate,” “~~will be~~intend,” “should,” “plan,” “~~project~~could,” “target,” “~~intend~~potential,” “~~could~~is likely,” “will,” “expect” and similar ~~words~~expressions, as orthey ~~expressions~~relate to us, are intended to identify forward-looking statements. ~~Examples~~We have based these forward-looking statements largely on ~~include~~our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results ~~among~~of ~~others~~operations, ~~statements~~business ~~about:~~strategy, and financial needs.

•The results ~~General~~anticipated ~~industry~~by any or all of these forward-looking statements might not occur. Important factors, ~~market~~uncertainties, and ~~economic~~risks ~~conditions~~that may ~~(including~~cause ~~consumer~~actual ~~spending~~results ~~patterns~~to ~~and~~differ ~~preferences)~~materially ~~and~~from ~~our~~these ~~expectations~~forward-looking ~~regarding~~statements ~~growth~~include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the ~~markets~~result inof ~~which~~new weinformation, future ~~operate;~~events, or otherwise.

~~• Our ability to introduce competitive new products on a timely basis and continue to make investments in product development and our expectations regarding the effect~~ Description of ~~new products on our operating results;~~Business

•Momentous ~~Our~~Holdings ~~realizing~~Corp. (“we”, us”, “Momentous”, the ~~results~~“Company”) was a modern craft beverage company, founded in 2015, that is based in London, United Kingdom. We designed, produced, marketed and sold handcrafted, award-winning alcohol beverage products with a portfolio consisting of gin, ~~our~~vodka, ~~competitive~~bitter ~~strengths;~~aperitif and ready-to-drink cocktails (“RTD”).

•Our strategy was to produce premium products with minimal impact to the environment through the use of modern technology during production. Our ~~continuing~~methods help us to ~~focus~~conserve energy and reduce water waste whilst delivering what we believe is a superior product. We also focus on environmentally friendly and ~~ability~~recyclable packaging to ~~realize~~reduce our ~~strategic~~carbon ~~objectives;~~footprint.

•We filed ~~Our~~our ~~continuing~~Form 10-K tofor ~~follow~~the ~~our~~period ~~product~~ended ~~approach;~~May 31, 2020 on February 26, 2021 and have been dormant since that time. On July 6, 2023 as a result of a custodianship in Clark County, Nevada, Case Number: A-23-871246-B, Custodian Ventures LLC (“Custodian”), managed by David Lazar was appointed custodian of the Company. On the same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

•David Lazar, ~~Our~~31, ~~ability~~has been CEO and Chairman of the Company since July 6, 2023. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to ~~retain~~Peekay Boutiques. Since February of 2018, ~~market~~Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. Currently, David is Chairman and ~~grow~~CEO ~~our~~of ~~existing~~Titan ~~brands~~Pharmaceuticals, Inc. (“TTNP”). David has a diverse knowledge of financial, legal, and operations management; public company management, accounting, audit preparation, due diligence reviews, and SEC regulations.

• Our fiscal ~~ability~~year toend ~~protect~~is ~~our intellectual property, including trademarks related to our brands;~~May 31.

~~• The effects of competition and consolidation in the markets in which we operate;~~1

~~• The ability of our production capabilities to support our business and operations and our ability to continue to expand our production capabilities to meet demand;~~Corporate History

•We were ~~Our~~incorporated ~~ability~~as toMomentous ~~cultivate~~Holdings ~~our~~Corp. ~~distribution~~on ~~network;~~May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers.

•On December 31, ~~Application~~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 ~~changes~~outstanding incapital ~~applicable~~shares ~~laws~~of V Beverages Limited. (“V Beverages”), a ~~regulations~~company ~~and~~organized ~~taxes~~under inthe ~~jurisdictions~~laws of the United Kingdom (the “Share Exchange Agreement”). V Beverages in ~~which~~turn weowns ~~operate~~100% of the issued and ~~the~~outstanding ~~impact~~capital shares of ~~newly~~MaxChater ~~enacted~~Ltd. (“MaxChater”), a company organized under the laws; of the United Kingdom, which it acquired on August 1, 2018.

•Pursuant to ~~The~~the ~~availability~~Share Exchange Agreement, the Company acquired 100% of ~~financing;~~the issued and outstanding capital shares of V Beverages (the “Target Shares”). Upon the closing of the transactions 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.

•Following the ~~Our~~acquisition ~~expectations~~of ~~regarding~~V ~~our~~Beverages, ~~direct-to-consumer~~we ~~sales~~ceased ~~and~~operations ~~retail~~of ~~stores;~~developing mobile apps, the original business of the Company.

•The transaction ~~Our~~has ~~ability~~been toaccounted ~~expand~~for ~~our~~as ~~operations~~a byreverse ~~acquisitions~~merger, whereby V Beverages is considered to be the accounting acquirer and became a wholly-owned subsidiary of the Company. In accordance with the accounting treatment for a “reverse merger” or a “reverse acquisition,” the Company’s historical financial statements prior to ~~integrate~~the reverse merger were and ~~realize~~will be replaced with the historical ~~benefits~~financial statements of ~~our~~V ~~acquisitions;~~Beverages prior to the reverse merger and in all future filings with the U.S. Securities and Exchange Commission (the “SEC”).

•MaxChater was ~~Our~~viewed ~~plan~~as the predecessor entity for financial reporting purposes, and ~~ability~~Momentous toHoldings ~~exploit~~Corp. ~~Cannabidiol~~was ~~(“CBD”)~~viewed ~~products;~~as the successor entity.

~~• Our liquidity and capital needs and ability to meet our liquidity needs; and~~Employees

•As of ~~Our operations~~September 1, ~~financial~~2023 ~~performance~~we ~~and~~had ~~results~~one ofemployee, ~~operations.~~David Lazar

1Facilities

~~Forward-looking~~The ~~statements~~Company ~~are~~has based on assumptions and on known risks and uncertainties. Although we believe we have been prudent in our assumptions, any or all of our forward-looking statements may prove to be inaccurate, and we can make no ~~guarantees~~facilities ~~about~~at ~~our~~this ~~future performance~~time. Should known or unknown risks or uncertainties materialize, or underlying assumptions prove inaccurate, actual results could materially differ from past results and/or those anticipated, estimated or projected.

We undertake no obligation to provide updates to forward-looking statements to the public, whether as a result of new information, future events or otherwise. You should, however, consult any subsequent disclosures we make in our filings with the SEC on Form 10-Q or Form 8-K.2

~~The following is a cautionary discussion of certain risks, uncertainties and assumptions that we believe are significant to our business~~ITEM 1A. ~~In addition to the factors discussed~~ ~~elsewhere~~RISK in this report, the following are some of the important factors that, individually or in the aggregate, we believe could make our actual results differ materially from those described in any forward- looking statements. It is impossible to predict or identify all such factors and, as a result, you should not consider the following factors to be a complete discussion of risks, uncertainties and assumptions.FACTORS

~~Overview~~Risks Relating to Our Business and Financial Condition

~~Momentous is a modern craft beverage company,~~We ~~founded~~currently inhave ~~2015,~~no ~~that is based in London~~operations, ~~United Kingdom. We design, produce, market~~ and ~~sell~~investors ~~handcrafted,~~therefore ~~award-winning~~have ~~alcohol beverage~~no ~~products~~basis ~~with~~on awhich ~~portfolio~~to ~~consisting~~evaluate ofthe ~~gin,~~Company’s ~~vodka,~~future ~~bitter aperitif and ready-to-drink cocktails (“RTD”)~~prospects.

~~Our~~We currently ~~strategy~~have isno tooperations ~~produce~~and ~~premium~~will ~~products~~ be reliant upon a merger with ~~minimal~~or ~~impact~~acquisition of an operating business to ~~the~~commence ~~environment~~operations ~~through~~and generate ~~the~~revenue. ~~use~~Because ofwe ~~modern~~have ~~technology~~no ~~during~~operations ~~production.~~and ~~Our~~have ~~methods~~not ~~help~~generated usrevenues, investors have no basis upon which to ~~conserve~~evaluate our ability ~~energy~~to ~~and~~achieve ~~reduce~~our ~~water~~business ~~waste~~objective ~~whilst~~of ~~delivering~~locating ~~what~~and wecompleting ~~believe~~a isbusiness combination with a ~~superior~~target ~~product~~business. We ~~also~~have ~~focus~~no oncurrent ~~environmentally friendly~~arrangements ~~and~~or ~~recyclable~~understandings ~~packaging~~with toany ~~reduce~~prospective ~~our~~target ~~carbon~~business ~~footprint.~~concerning Wea ~~are~~business ~~also~~combination ~~looking~~and may be unable to ~~employ~~complete ~~carbon~~a ~~offsetting~~business combination in ~~order~~a reasonable timeframe, on reasonable terms, or at all. If we fail to ~~meet~~complete ~~our~~a ~~carbon neutral~~business ~~status~~combination ~~target~~as byplanned, ~~the~~we ~~end~~will ofnever ~~2021~~generate any operating revenues.

We ~~are developing a portable micro distillery~~ ~~concept~~may toface ~~enable~~difficulties usor todelays ~~have multiple distilleries~~ in ~~other~~our ~~international~~search ~~markets~~for ina ~~order~~business tocombination, ~~reduce our carbon footprint~~ and ~~also mitigate~~we ~~potential international trade disputes that~~ may ~~affect~~not ~~our~~have ~~business.~~access ~~The~~to ~~United~~sufficient ~~Kingdom’s~~capital ~~(“UK”) planned departure from the European Union (“EU”) (commonly referred~~ to ~~as “Brexit”) along with potential tariffs~~consummate ~~between~~a ~~United~~business ~~States and the EU and UK could potentially be circumvented through production and sales within each respective territory~~combination.

ToWe may ~~date,~~face ~~our~~difficulty ~~sales~~identifying ~~strategy~~a ~~has~~viable ~~focused on~~business ~~London~~opportunity ~~and~~or ~~the~~negotiating ~~United~~or ~~Kingdom~~paying ~~market,~~for ~~leveraging~~any resulting business combination. Economic factors that are beyond our ~~management~~control, ~~expertise~~including the COVID-19 pandemic and ~~knowledge~~consequent ofeconomic ~~the~~downturn, ~~market.~~as ~~Our~~well ~~sales~~as ~~strategy~~increased iscompetition ~~focused~~for onacquisitions ~~premium~~of ~~bars~~operating ~~and~~entities ~~restaurants~~that inwe ~~London~~expect ~~particularly~~to ~~where~~encounter ~~Millennials~~as ~~frequent.~~a ~~According~~result tothereof, ~~the~~may ~~2017-2018~~hinder ~~BofA~~our ~~Merrill~~efforts to locate and/or obtain ~~Lynch~~a ~~Global~~business ~~Research~~that ~~Survey,~~is ~~Millennials~~suitable ~~are~~for ~~shifting~~our ~~their~~business ~~alcohol~~goals ~~consumption~~at ~~habits~~a ~~away~~price ~~from~~we ~~beer~~can afford and ~~wine~~on terms that will enable us to ~~spirits.~~sufficiently ~~The~~grow our ~~survey~~business ~~stated~~to ~~that~~generate ~~41%~~value ofto ~~Millennials~~our ~~now~~shareholders. ~~prefer~~We ~~liquor~~have limited capital, and ~~other~~we ~~spirits~~may asnot ~~their~~be ~~alcoholic~~able ~~beverage~~to oftake ~~choice,~~advantage anof ~~increase~~any ~~from~~available business ~~the~~opportunities ~~year-earlier~~on ~~period~~favorable ~~when~~terms or at all due to the ~~figure~~limited ~~was~~availability ~~36%~~of capital. InThere ~~addition,~~can inbe ~~2018~~no ~~according~~assurance that we will have sufficient capital to provide us with the ~~Distilled~~necessary ~~Spirits~~funds ~~Council~~to successfully develop and implement our plan of ~~the~~operation ~~United~~or acquire a business we deem ~~States~~to ~~(DISCUS),~~be ~~sales~~appropriate ~~rose~~or ~~for~~necessary ~~the~~to ~~eighth~~accomplish ~~consecutive~~our ~~year~~objectives, ~~driven~~in bywhich ~~Millennials'~~case ~~taste~~we ~~for~~may ~~high-end~~be forced to terminate our business plan and ~~super~~your ~~premium~~investment in ~~spirits~~the Company could become worthless.

~~Our address is 32 Curzon Street, London,~~If ~~W1J~~we ~~7WS,~~are ~~United~~not ~~Kingdom.~~successful ~~Our~~in ~~telephone~~acquiring ~~number is +44 203 871 3051. Our corporate address is~~ a ~~professional~~new ~~mail forwarding office where physical office space may be rented on a short-term basis for additional fees. We conduct our~~ business ~~operations, including administrative functions, production, marketing~~ and ~~sales~~generating ofmaterial ~~low carbon~~revenues, ~~eco-friendly~~investors ~~beverages~~will atlikely ~~our~~lose ~~facilities~~their ~~that are based in Tottenham and Walthamstow, London in the United Kingdom~~investment.

~~Our~~If we ~~corporate~~are ~~website~~not ~~is:~~successful ~~www~~in developing a viable business plan and acquiring a new business through which to implement it, our investors’ entire investment in the Company could become worthless.~~vbeverages~~ Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit from their investment.~~com~~ If we are not successful, our investors will likely lose their entire investment.

~~Our~~If we ~~phone~~cannot ~~number~~manage isour ~~+44~~growth ~~203~~effectively, ~~871~~we ~~3051.~~may ~~Our fiscal~~not ~~year~~become ~~end is May 31~~profitable.

~~Corporate~~Businesses, including ~~History~~development-stage companies such as ours and/or any operating business or businesses we may acquire, often grow rapidly and tend to have difficulty managing their growth. If we are able to acquire an operating business, we will likely need to expand our management team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing the necessary support.

We cannot ~~were~~assure ~~incorporated~~you asthat ~~Momentous~~our ~~Holdings Corp.~~management onwill ~~May~~be ~~29,~~able ~~2015~~to inmanage ~~the~~our ~~State~~growth ofeffectively ~~Nevada~~or ~~for~~successfully. ~~the~~Our ~~purpose~~failure ofto ~~designing,~~meet ~~acquiring~~these ~~and~~challenges could ~~developing~~cause ~~mobile~~us ~~apps~~to ~~and~~lose ~~mobile~~money, ~~software for~~and ~~download~~your byinvestment ~~end~~could ~~consumers~~be lost.

OnBecause we ~~December~~have ~~31,~~limited ~~2018~~capital, ~~the~~we ~~Company~~may ~~entered into~~need ato ~~Share~~raise ~~Exchange~~additional ~~Agreement~~capital ~~with Andrew Eddy (“Owner”), an individual residing~~ in ~~Great Britain and owner of 100% of~~ the ~~issued~~future ~~and~~by ~~outstanding~~issuing ~~capital~~debt ~~shares~~or ofequity ~~V Beverages Limited. (“V Beverages”)~~securities, ~~a company organized under~~ the ~~laws~~ ofterms ~~the United Kingdom (the “Share Exchange Agreement”). V Beverages in turn owns 100%~~ of ~~the issued and outstanding~~which ~~capital~~may ~~shares~~dilute ofour ~~MaxChater~~current ~~Ltd.~~investors ~~(“MaxChater”),~~and/or areduce ~~company~~or ~~organized~~limit ~~under~~their ~~the~~liquidation ~~laws~~or ofother ~~the United Kingdom, which it acquired on August 1, 2018~~rights.

~~Pursuant~~We may require additional capital to ~~the~~acquire ~~Share~~a ~~Exchange~~business. ~~Agreement,~~We may not be able to obtain additional capital when required. Future business ~~the~~development ~~Company~~activities, ~~acquired~~as ~~100%~~well ofas ~~the~~administrative ~~issued~~expenses such as salaries, insurance, general overhead, legal and ~~outstanding~~compliance ~~capital~~expenses, and ~~shares~~accounting ofexpenses Vwill ~~Beverages~~require ~~(the~~a ~~“Target~~substantial ~~Shares”)~~amount of additional capital. ~~Upon~~The ~~the closing~~terms of ~~the~~securities we issue in future capital raising transactions ~~under~~may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the ~~Share~~issuance of ~~Exchange~~other ~~Agreement~~derivative securities, which could have a further dilutive effect on or subordinate the ~~Owner~~rights ~~transferred~~of our current investors. Any additional capital raised through the ~~Target~~sale ~~Shares~~of toequity securities will likely dilute the ~~Company~~ownership inpercentage ~~exchange~~of our shareholders. Additionally, ~~for~~any 15debt securities we issue would likely create a liquidation preference superior that of our current investors and,~~750,000~~ if convertible into shares of ~~the~~Common ~~Company’s~~Stock, ~~common~~would ~~stock,~~also ~~par~~pose ~~value~~the $0risk of dilution.~~001.~~

~~Following the acquisition of V Beverages,~~We wemay ~~ceased~~be ~~operations~~unable ofto ~~developing~~obtain ~~mobile~~necessary ~~apps,~~financing ~~the~~if ~~original~~and ~~business~~when ~~of the Company~~required.

~~The~~Our ability ~~transaction~~to ~~has~~obtain ~~been~~financing, ~~accounted~~if ~~for~~ and when necessary, may be impaired by such factors as athe ~~reverse~~capital ~~merger,~~markets ~~whereby~~(both Vin ~~Beverages is~~general ~~considered~~and in the particular industry or industries in which we may choose to beoperate), ~~the~~our ~~accounting~~limited ~~acquirer~~operating history and ~~became~~current alack ~~wholly-owned~~of ~~subsidiary~~operations, the national and global economies, and the condition of the ~~Company~~market for microcap securities. InFurther, ~~accordance~~economic ~~with~~downturns such as the ~~accounting~~current global ~~treatment~~depression caused by the COVID-19 pandemic may increase our requirements for acapital, ~~“reverse~~particularly ~~merger”~~if such economic downturn persists for an extended period of time or aafter ~~“reverse~~we ~~acquisition~~have acquired an operating entity,~~” the~~ ~~Company’s~~and ~~historical~~may ~~financial~~limit ~~statements~~or ~~prior~~hinder our ability to obtain the ~~reverse~~funding we ~~merger~~require. ~~were~~If ~~and~~the ~~will~~amount beof ~~replaced~~capital we are able to raise from financing activities, together with ~~the~~any ~~historical~~revenues ~~financial~~we may generate from ~~statements~~future ofoperations, Vis ~~Beverages~~not ~~prior~~sufficient to ~~the~~satisfy ~~reverse~~our ~~merger~~capital ~~and~~needs, inwe ~~all~~may ~~future~~be ~~filings~~required ~~with~~to ~~the~~discontinue ~~U.S.~~our ~~Securities~~development ~~and~~or ~~Exchange~~implementation of ~~Commission~~a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain (financing on unattractive terms. If any of the ~~“SEC”)~~foregoing should happen, our shareholders could lose some or all of their investment.

~~MaxChater~~Because we ~~was~~are ~~viewed~~still asdeveloping ~~the~~our ~~predecessor entity~~business ~~for financial reporting purposes~~plan, ~~and~~we ~~Momentous~~do ~~Holdings~~not ~~Corp.~~have ~~was~~any ~~viewed~~agreement asfor ~~the~~a ~~successor~~business ~~entity~~combination.

~~For~~We have ~~purposes~~no ofcurrent ~~the~~arrangement, ~~following~~agreement ~~discussion, we~~or ~~compare~~understanding ~~the~~with ~~combined~~respect ~~results~~to ofengaging ~~Momentous~~in ~~Holdings~~a ~~Corp~~business combination with any specific entity. We ~~for~~may ~~the~~not ~~year~~be ~~ended~~successful ~~May~~in ~~31,~~identifying ~~2020~~and ~~with~~evaluating ~~the~~a ~~combined~~suitable ~~results~~acquisition ofcandidate ~~Momentous Holdings~~or ~~Corp~~in consummating a business combination. We are neutral as to what industry or segment for ~~the~~any ~~ten~~target ~~months~~company. ~~ended~~We ~~May~~have 31not established specific metrics and criteria we will look for in a target company, ~~2019~~and ~~(Successor)~~if and ~~the~~when ~~results~~we do, we may face difficulty reaching a mutual agreement with any such entity, including in light of ~~MaxChater~~market ~~for~~trends ~~the~~and ~~two~~forces ~~months~~beyond ~~ended~~our ~~July~~control. 31Given our early-stage status, there is considerable uncertainty and therefore inherent ~~2018~~risk ~~(Predecessor)~~to investors that we will not succeed in developing and implementing a viable business plan.

~~Market Opportunity~~ 4

~~Large~~Risks Related ~~and~~to ~~Growing~~a ~~Global~~Potential ~~and~~Business ~~Domestic Markets~~ Acquisition

~~According to the Marketline Global Spirits~~We ~~Report~~may ~~2018~~encounter -difficulty ~~The~~locating ~~global~~and ~~spirits~~consummating ~~market~~a ~~had~~business ~~total revenues of $677.4bn in 2017~~combination, ~~representing~~including as a ~~compound~~result ~~annual growth rate (CAGR)~~ of ~~4.0%~~the ~~between~~competitive ~~2013~~disadvantages ~~and 2017~~we have.

~~The~~We expect ~~United~~to ~~Kingdom~~face ~~spirits~~intense ~~market~~competition ~~has~~in ~~shown continued~~our ~~growth~~search for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or more experience in a ~~record~~particular 51industry ~~million~~within ~~bottles~~which we choose to search. Most of ~~gin~~these competitors ~~worth~~have ~~almost~~a $1certain amount of liquid cash available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic.85 ~~billion~~Any ~~sold~~delay inor ~~2017~~inability to locate, annegotiate ~~increase~~and ofenter ~~27%~~into ina ~~volume~~business combination (as a result of the ~~equivalent~~relative illiquidity of ~~over~~our ~~9.5~~current ~~million~~asset ~~bottles)~~or ~~compared~~other disadvantages we have relative to ~~2016~~our competitors could cause us to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.

~~The~~We may ~~2017~~expend ~~IWSR~~significant ~~report~~time ~~predicts~~and ~~that~~capital ~~gin demand~~on ina ~~the~~prospective UKbusiness ~~will~~combination ~~grow~~that byis ~~37.2%~~not byultimately ~~2021~~consummated.

~~According~~The investigation toof ~~Distillery~~each ~~Spirits~~specific ~~Council of~~target ~~the~~business ~~United~~and ~~States~~any ~~(“DISCUS”),~~subsequent ~~the~~negotiation U.and drafting of related agreements, S.E.C. ~~spirits~~disclosure ~~market~~and other ~~had~~documents ~~total~~will ~~revenues~~require substantial amounts of ~~$26.2~~management’s ~~billion~~time and attention and material additional costs in ~~2017~~connection with outsourced services from accountants, ~~representing~~attorneys, and other professionals. We will likely expend significant time and resources searching ~~more~~for, ~~than~~conducting due diligence on, and negotiating transaction terms in connection with a ~~32%~~proposed ~~increase~~business ~~since~~combination ~~2010~~that may not ultimately come to fruition. ~~The~~In ~~domestic~~such ~~market~~event, ~~share~~all of ~~spirits~~the ~~compared~~time toand ~~beer~~capital ~~and~~resources ~~wine~~expended ~~was~~by atthe Company in such a ~~record~~pursuit 36may be lost and unrecoverable by the Company or its shareholders.6% inUnanticipated ~~2017~~issues which may be beyond our control or that of the seller of the applicable business may arise that force us to terminate discussions with a target company, such as the target’s failure or inability to provide adequate ~~representing~~documentation ~~more~~to ~~than~~assist in our investigation, a 3%party’s ~~gain~~failure ~~over~~to ~~beer~~obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits, applicable laws, charter documents and ~~wine~~agreements, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in ~~terms~~any search for a new business and investors should be aware of ~~market~~them ~~share~~before ~~since~~investing in ~~2010~~an enterprise such as ours.

~~The market share~~ Conflicts of ~~“craft” distillers~~interest ~~(defined~~may asarise ~~any~~between ~~producer~~us ~~that~~and ~~bottles~~our ~~less~~shareholders, ~~than~~directors, ~~100~~or management,~~000~~ ~~cases~~which ~~annually)~~may ~~has~~have ~~doubled~~a ~~over~~negative ~~the~~impact ~~last~~on ~~two~~our ~~years,~~ability ~~and~~to isconsummate ~~projected~~a tobusiness ~~reach~~combination 8%or byfavorable ~~2020~~terms or generate revenue.

~~Key~~Our Chief ~~Growth~~Executive ~~Trends~~Officer, ~~that~~David Lazar, is not required to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between managing the Company and other businesses in which he is or may be involved. We ~~Target~~do not intend to have any employees prior to the consummation of a business combination. David Lazar, is not obligated to contribute any specific number of hours to our affairs, and he may engage in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business which could have a negative impact on our ability to consummate a business combination or generate revenue.

~~Millennials~~It is –possible ~~Are~~that ~~generally~~we ~~defined as~~obtain ~~individuals~~an ~~born~~operating ~~between~~company ~~the~~in ~~early~~which ~~1980s~~a ~~and~~director or officer of the ~~mid~~Company ~~1990s.~~has ~~According~~an toownership ~~BeverageDaily.com,~~interest ~~Millennials~~in ~~value~~or ~~authenticity~~that ~~and~~he ~~experiences~~or ~~and~~she ~~are~~is ~~inspired~~an byofficer, ~~travel~~director, ~~and~~or ~~like~~employee toof. ~~try~~If ~~new~~we ~~products.~~do ~~Millennials~~obtain ~~tend~~any tobusiness ~~mistrust~~affiliated ~~most~~with ~~advertising~~an officer or director, ~~but~~such dobusiness ~~pay~~combination ~~attention~~may tobe ~~online~~on ~~marketing,~~terms ~~blog~~other ~~recommendation,~~than ~~in-store~~what ~~tastings~~would ~~and~~be ~~food~~arrived ~~and~~at ~~drink~~in ~~festivals.~~an ~~Millennials~~arms-length ~~tend~~transaction. toIf ~~drink~~any ~~a broader~~conflict ~~range~~ of ~~spirit~~interest ~~types (vodka~~arises, ~~gin,~~it ~~rum,~~could ~~tequila,~~adversely affect ~~whiskey)~~a ~~than~~business ~~prior~~combination ~~generations,~~or ~~and~~subsequent ~~Millennials~~operations ~~consume~~of ~~more~~the ~~expensive spirits~~Company, ~~than~~in ~~their~~which ~~predecessors.~~case ~~These~~our ~~individuals~~shareholders ~~are~~may ~~often~~see ~~attracted~~diminished value relative to ~~vintage~~what ~~spirits~~would ~~and~~have ~~cocktails~~been ~~with~~available ~~nostalgic~~through ~~followings, such~~a astransaction ~~the~~with ~~Negroni~~an ~~cocktail~~independent third party.

~~According to the 2017-2018 BofA Merrill~~We ~~Lynch~~may ~~Global~~engage ~~Research~~in ~~Survey,~~a ~~Millennials~~business ~~are~~combination ~~shifting their alcohol consumption habits away from beer and wine to spirits. The survey stated~~ that ~~41%~~causes oftax ~~Millennials~~consequences ~~now prefer liquor and other spirits as their alcoholic beverage of choice, an increase from the year-earlier period when the figure was 36%. In addition, in 2018 according~~ to ~~DISCUS,~~us ~~sales rose for the eighth consecutive year, driven by Millennials' taste for high-end~~ and ~~super~~our ~~premium spirits~~shareholders.

~~Craft~~Federal and –state ~~The~~tax ~~market~~consequences ~~share~~will, ofin ~~“craft” distillers~~all ~~(defined~~likelihood, asbe a significant factor in considering any ~~producer~~business combination that ~~bottles~~we ~~less~~may ~~than~~undertake. Under ~~100~~current federal law,~~000~~ ~~cases~~such ~~annually)~~transactions ~~has~~may ~~more~~be ~~than~~subject ~~doubled~~to ~~over~~significant taxation to the ~~last~~buyer ~~five~~and ~~years,~~its shareholders under applicable federal and isstate ~~projected~~tax laws. While we intend to ~~reach~~structure 8%any bybusiness ~~2020,~~combination ~~according~~so as to minimize the ~~American~~federal ~~Distilling~~and ~~Institute.~~state ~~According~~tax consequences to ~~Grand~~the ~~View~~extent ~~Research~~practicable in accordance with our business objectives, ~~the~~there ~~global~~can be no assurance that any business combination we undertake ~~craft~~will ~~spirits~~meet ~~market~~the isstatutory ~~expected~~or toregulatory ~~grow~~requirements atof a ~~compound~~tax-free ~~annual~~reorganization ~~growth~~or ~~rate~~similar favorable treatment or that the parties to such a transaction will obtain the tax treatment intended or expected upon a transfer of 33equity interests or assets.4% ~~from~~A ~~2017~~non-qualifying reorganization, tocombination ~~2025~~or similar transaction could result in the imposition of significant taxation, ~~owing~~both toat ~~growing~~the ~~consumer tastes~~federal and ~~preferences~~state levels, ~~towards~~which ~~unconventional~~may ~~and~~have ~~experimental~~an ~~alcoholic~~adverse ~~beverages~~effect on both parties to the transaction, including our shareholders.

~~High-End and Super-Premium – The~~It ~~high-end~~is ~~and~~unlikely ~~super-premium~~that ~~spirit~~our ~~products,~~shareholders ~~across~~will ~~most~~be ~~categories,~~afforded ~~continue~~any opportunity to ~~exhibit~~evaluate ~~strong~~or ~~growth~~approve ~~trends,~~a upbusiness ~~approximately 7% in 2017~~combination.

~~Our~~It is ~~Strategy~~unlikely that our shareholders will be afforded the opportunity to evaluate and ~~Its~~approve ~~Implementation~~a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, David Lazar, our Chief Executive Officer and sole director, controls our operations. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

~~Our~~Because our ~~objective~~search for a business combination is tonot ~~build~~presently ~~Momentous~~limited ~~into~~ to a ~~robust~~particular industry, ~~competitive~~sector ~~and~~or ~~profitable~~any ~~alcohol~~specific ~~beverage~~target ~~producer~~businesses, byprospective investors ~~offering~~will abe ~~distinctive~~unable ~~portfolio~~to ofevaluate ~~premium~~the ~~and~~merits ~~high-end~~or ~~spirit products~~risks ~~and~~of ~~brands~~any ~~that~~particular ~~have~~target abusiness’s ~~strong~~operations ~~consumer~~until ~~appeal~~such time as they are identified and ~~following~~disclosed.

~~Our~~We are ~~overall~~still ~~strategies~~determining the Company’s business plan, and we may seek to ~~accomplish~~complete a business combination with an operating entity in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate in considering to invest in the Company. Further, if we complete a business combination, we may be affected by numerous risks inherent in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity. Although our management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision based on the Company and its shareholders’ interests, there can be no assurance that we will properly ascertain or assess all the ~~goal~~significant ~~include:~~risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of our control and leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown or unidentified risks, our business will be harmed and you could lose some or all of your investment.

• Product expansion of additional cold distilled eco-friendly alcoholic beverages and Ready-To-Drink cocktails, and alternate recyclable packaging options; • Key appointments to Management and Advisory team; • Redevelopment of our websites with an up-scaled online store, and subsequently opening a tap room or bar. • Development of CBD infused alcoholic products. • Foreign and domestic sales and distribution network expansion.6

~~On October 8, 2020, Momentous through its~~Past ~~subsidiary~~performance Vby ~~Beverages offset nine metric tonnes of Carbon Dioxide Equivalent through a United Kingdom based carbon offsetting program. We believe that we have offset more carbon emissions than~~ our ~~emissions~~management and ~~now~~their ~~regard~~affiliates ~~our~~may ~~Company~~not ~~and~~be ~~operations~~indicative asof ~~carbon negative.~~future Weperformance ~~intend to conduct annual self-assessments~~ of ~~our~~an ~~Carbon~~investment ~~emissions and adjust our carbon offsetting program~~ in ~~order to remain carbon negative~~us.

~~Our~~While our ~~Strengths~~Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons with which he is involved, or the performance of any other personnel we may retain in the future will not necessarily be an indication of either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) the future operating results of the Company including with respect to any business combination we may consummate. You should not rely on the historical record of him or any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there can be no assurance that we will succeed in this endeavor.

We may ~~believe~~seek ~~the~~business ~~following~~combination ~~competitive~~opportunities ~~strengths will~~in ~~enable~~industries ~~the~~or ~~implementation~~sectors that are outside of our ~~growth~~management’s ~~strategies:~~area of expertise.

~~• Award Winning Product Line.~~ We will ~~design,~~consider ~~produce,~~a ~~market~~business ~~and~~combination ~~sell~~outside ~~handcrafted,~~of ~~award-winning~~our ~~alcohol~~management’s ~~beverage~~area ~~products~~of ~~with~~expertise if a ~~portfolio~~business ~~consisting~~combination ofcandidate ~~gin,~~is ~~vodka,~~presented to ~~bitter~~us ~~aperitif~~ and ~~RTD cocktails. In 2018,~~ we ~~entered~~determine ~~our~~that ~~Victory~~such ~~Cold~~candidate ~~Distilled~~offers ~~Gin~~an ~~and~~attractive ~~Victory~~opportunity ~~Bitter~~for ~~into~~ the ~~International Wine and Spirit Competition “IWSC”~~Company. ~~Our~~Although ~~Victory~~management ~~Cold~~intends ~~Distilled~~to ~~Gin~~endeavor to ~~scored~~evaluate athe ~~Silver~~risks ~~medal,~~inherent ~~with~~in ~~Victory~~any ~~Bitter~~particular ~~scoring~~business acombination ~~Silver Outstanding medal. According to the IWSR~~candidate, ~~gin~~we ~~demand~~cannot inassure ~~the~~you UKthat we will ~~grow~~adequately byascertain or ~~37.2%~~assess byall ~~2021.~~the Insignificant ~~addition~~risks, ~~the~~or ~~global~~that ~~craft~~we ~~spirits~~will ~~market~~accurately isdetermine ~~expected~~the toactual ~~grow~~value atof a ~~compound~~prospective ~~annual~~operating ~~growth~~entity ~~rate~~to ~~of 33~~acquire.4% In ~~from~~the ~~2017~~event towe ~~2025,~~elect ~~owing~~ to ~~growing~~pursue ~~consumer~~an ~~tastes~~acquisition ~~and~~outside ~~preferences~~of ~~towards~~the ~~unconventional~~areas ~~and~~of ~~experimental alcoholic beverages. We believe~~ our ~~modern~~management’s ~~production techniques~~expertise, ~~along~~our ~~with~~management’s aability to ~~core~~evaluate ofand ~~recognized~~make ~~products~~decisions inon ~~this~~behalf ~~growing~~of ~~market~~the ~~will~~Company ~~enable~~may usbe tolimited, ~~establish~~or awe ~~presence~~may inmake ~~new~~material ~~geographic~~expenditures ~~markets~~on ~~and~~additional ~~enable~~personnel or usconsultants to ~~procure~~assist ~~additional~~management ~~distributors~~in ~~for~~the ~~our~~Company’s ~~products~~operations. •Investors ~~Experienced~~should ~~Distiller.~~be ~~Our~~aware ~~distiller, Max Chater, we believe is a well regarded distiller, mixologist and industry professional~~ that ~~has~~the ~~important~~information ~~relationships~~contained ~~with~~herein regarding ~~leading~~the ~~London~~areas ~~bars~~of ~~and~~our ~~restaurants.~~management’s Weexpertise ~~believe~~will ~~that~~not ~~these~~necessarily ~~relationships~~be ~~have~~relevant ~~led~~ to ~~and~~an ~~will~~understanding ~~lead~~of tothe ~~collaborations~~business ~~and important and lasting direct on-trade customers~~ that ~~will~~we ultimately ~~lead~~elect to ~~general~~acquire. ~~increased~~As ~~consumer~~a ~~appeal~~result, ~~through increased visibility of~~ our ~~brands.~~management •may ~~Eco-friendly.~~not ~~Our~~be ~~strategy~~able is to ~~produce~~adequately ~~premium~~ascertain ~~products~~or ~~with~~assess ~~minimal~~all ~~impact to~~ the ~~environment~~significant ~~through~~risks or ~~the~~strategic ~~use~~opportunities ofthat ~~modern~~may ~~technology during production~~arise. ~~Our~~Accordingly, ~~methods~~any ~~help~~shareholders usin tothe ~~conserve~~Company ~~energy~~following ~~and~~a ~~reduce~~business ~~water~~combination ~~waste~~could ~~whilst delivering what we believe is~~ suffer a ~~superior~~reduction ~~product.~~in Wethe ~~also~~value ~~focus~~of ontheir ~~environmentally~~shares, ~~friendly~~ and ~~recyclable~~any ~~packaging~~resulting toloss ~~reduce~~will ~~our~~likely ~~carbon~~not ~~footprint.~~be ~~We are also looking to employ carbon offsetting in order to meet our carbon neutral status target by the end of 2021~~recoverable.

4We may attempt to complete a business combination with a private target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by compatible with us as expected.

~~Our~~In pursuing ~~Product~~our ~~Approach~~search for a business to acquire, we will likely seek to complete a business combination with a privately held company. Very little public information generally exists about private companies, and the only information available to us prior to making a decision may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of operations.

Our ability ~~approach~~to assess the management of a prospective target business may be limited and, as a result, we may acquire a target business whose management does not have the skills, qualifications, or abilities to ~~our~~enable ~~craft~~a ~~spirits~~seamless ~~involves~~transition, which could, in turn, negatively impact ~~four~~our ~~important~~results ~~aspects:~~of operations.

•When evaluating ~~Commitment~~the todesirability ~~Quality.~~of Wea ~~design,~~potential ~~produce~~business combination, ~~market~~our ~~and~~ability ~~sell~~to ~~handcrafted,~~assess ~~award-winning~~the ~~products~~target ~~targeted~~business’s atmanagement ~~growing~~may ~~markets;~~be limited •due ~~Authentic~~to ~~Yet~~a ~~Scalable~~lack of time, resources, or information. WeOur ~~believe~~management’s ~~our~~assessment ~~approach~~of tothe ~~production~~capabilities ~~allows~~of usthe totarget’s management, ~~produce~~therefore, ~~our~~may ~~products~~prove atto ~~scale~~be ~~while~~incorrect ~~keeping~~and ~~flavor~~such ~~profiles~~management ~~consistent;~~may •lack ~~Unique~~the ~~Talent~~skills, &qualifications ~~Industry~~or ~~Experience~~abilities expected. ~~Every~~Further, in ~~product~~most ~~reflects~~cases the ~~quality~~target’s ~~and~~management ~~creativity~~may ofbe ~~our~~expected ~~Momentous~~to ~~team~~want ~~with~~to ~~strong~~manage ~~industry~~us ~~experience~~ and ~~insight~~replace ~~into~~our ~~eco~~Chief ~~friendly~~Executive ~~and~~Officer. ~~recyclable~~Should ~~market;~~the target’s •management ~~Core~~not ~~Spirit~~possess ~~Portfolio.~~the Weskills, ~~believe~~qualifications, ~~that~~or weabilities ~~need~~necessary to ~~focus~~manage ona ~~our~~public ~~core~~company ~~products~~or inassist ~~order~~with totheir former ~~attract~~entity’s ~~loyal~~merger or combination into ours, the operations and ~~enthusiastic~~profitability ~~customers~~of the post-acquisition business may be negatively impacted and ~~major~~our ~~distributors~~shareholders could suffer a reduction in the value of their shares.

~~Our Products~~7

WeAny business ~~design,~~we ~~produce,~~acquire ~~market~~will likely lack diversity of operations or geographical reach, and ~~sell~~in ~~the~~such case we will be subject to risks associated ~~products~~with ~~below~~dependence ~~under~~on ~~the~~a ~~brand~~single ~~“Victory”~~industry ~~below:~~or region.

•Our search ~~Victory~~for ~~Cold Distilled Gin. Made in London, using~~ a ~~unique~~business &will ~~modern~~likely ~~process~~be ~~that~~focused ~~conserves~~on ~~energy~~entities and reduces water waste. Our chosen botanicals are infused first in alcohol, then in water, and finally cold distilled separately at low temperature under vacuum. These distillates are blended to create our distinctive yet utilitarian gin. • Victory Bitter. A modern bitter ‘aperitivo’ spirit; British wheat spirit is infused with botanicals and fruits including gentian root, orange peel, apricot, rosemary, sage and fig. The infusion is blended with an organic, biodynamic wine and minimal sugar. The distinctive red color is achieved naturally through the infusion of hibiscus flowers. Best enjoyed with a ~~premium~~single ~~tonic,~~or ~~plentiful~~limited ~~ice,~~business ~~and~~activity ~~a zest of lemon;~~ and/or ~~alternatively~~that asoperate ~~the bitter~~ in a ~~classic~~limited geographic ~~cocktail, such as a Spritz or Negroni~~area. •While ~~Victory~~larger ~~Vodka.~~companies ~~Made~~have ~~using~~the aability ~~previously~~to ~~unexplored~~manage ~~botanical~~their -risk ~~unroasted~~by ~~green-coffee.~~diversifying ~~We’ve~~their ~~partnered~~operations ~~with~~among ~~Rob~~different ~~Dunne, Director of Coffee at Old Spike Roastery,~~ industries and ~~co-founder of Dunnefrankowski Creative Coffee Consultancy. Mr. Dunne ethically sources seasonal~~regions, ~~green~~smaller ~~coffee~~companies ~~beans.~~such Weas ~~cold-distill~~ours ~~this highly aromatic~~ and ~~volatile raw ingredient to extract~~ the ~~light,~~entities ~~savory,~~we ~~almost~~anticipate ~~vegetal~~reviewing ~~aromatics~~for ~~of this unique botanical. This is something new, an expression of coffee’s most natural essence - yet is not~~ a ~~coffee-flavored~~potential ~~product.~~business •combination ~~Victory~~generally ~~Pink. A special edition Gin made in collaboration with Minus 8 vineyard. We believe that this product is the first of its kind. Victory Pink is all natural~~lack diversification, ~~delicious by default and pink by consequence. The fruity flavor and rosé color come from 8 Brix Verjus Red by Minus 8, a family-owned vineyard~~ in ~~Canada,~~terms ~~where they craft exceptional vinegar and Verjus. Verjus is a zeitgeist ingredient, used by chefs and bartenders alike, to achieve balanced sweetness and acidity. Victory Pink presents flavors~~ of ~~spring~~both ~~cherry, cranberry and green plum from~~ the ~~Verjus~~nature and ofgeographic ~~course~~scope ~~a wack~~ of ~~fresh~~their ~~Juniper, Orange and Orris~~business. •As ~~Victory Pilot Series. VERB /ˈPaɪlət/ - Test (~~a ~~scheme~~result, ~~project,~~we ~~etc.)~~will ~~before~~likely ~~introducing~~be itimpacted more ~~widely.~~acutely by Werisks ~~never~~affecting ~~rest~~the ~~when~~industry itor ~~comes to flavor. We love to experiment and have~~ the ~~pleasure~~region ofin ~~working~~which ~~with~~we ~~some~~operate ~~fantastic~~than ~~people,~~we ~~making~~would ~~collaborative~~if ~~products~~our inbusiness ~~every~~were ~~category~~more diversified. WeIn ~~have~~addition ~~named~~to general ~~these~~economic ~~experiments and collaborations~~risks, ~~Victory~~we ~~Pilot~~could ~~Limited~~be ~~distillery.~~exposed ~~Releases~~to ~~under~~natural ~~this label may~~disasters, ~~one~~civil ~~day~~unrest, ~~become~~technological ~~Victory products. • Victory Negroni - Ready To Drink Cocktail. Made with Victory Cold Distilled Gin~~advances, ~~Victory~~and ~~Bitter~~other &uncontrollable ~~Sweet~~developments that ~~Vermouth~~will -threaten aour ~~re-imagining~~viability ofif ~~a timeless classic. Less sugar, completely natural,~~ and ~~hand~~to ~~crafted~~the ~~using~~extent ~~award~~our ~~winning~~future ~~ingredients.~~operations ~~These~~ are ~~available~~limited into ~~glass~~a ~~bottle~~single industry or ~~100%~~region. ~~recyclable~~If ~~pouches~~we ~~that~~do ~~are~~not diversify ~~single~~our ~~serve. Simply pour over ice~~operations, ~~give~~our itfinancial acondition ~~quick stir,~~ and ~~garnish~~results ~~with~~of aoperations ~~zest~~will ofbe ~~orange~~at risk.

~~Production~~Changes in laws or regulations, or a failure to comply with the laws and ~~Supply~~regulations applicable to us, may adversely affect our business, ability to negotiate and complete a business combination, and results of operations.

~~There~~ We are ~~several~~subject ~~steps~~to inlaws ~~the~~and ~~production~~ regulations enacted by federal, state, and ~~supply~~local ~~process~~governments. ~~for~~In ~~alcohol~~addition ~~beverage~~to ~~products~~S.E.C. ~~First~~regulations, ~~all~~any ofbusiness we ~~our~~acquire ~~spirits~~in ~~products~~the ~~are~~future ~~distilled.~~may ~~This~~be issubject ato ~~multi-stage~~substantial ~~process that~~legal ~~converts~~or ~~basic~~regulatory ~~grain~~oversight ~~ingredients~~and ~~into~~restrictions, ~~alcohol.~~which ~~The~~could ~~next~~hinder ~~process~~our isgrowth and ~~designed~~expend tomaterial ~~remove~~amounts ~~all~~on ~~other~~compliance. ~~chemicals~~Compliance with, soand ~~that~~monitoring ~~the~~of, ~~resulting liquid~~applicable ~~will~~laws beand ~~odorless~~regulations ~~and~~may ~~colorless~~be difficult, time consuming and ~~have~~costly. aThose ~~smooth~~laws ~~quality~~and ~~with~~regulations ~~minimal~~and ~~harshness~~their ~~resulting~~interpretation inand aapplication ~~Neutral~~by ~~Grain~~courts ~~Spirit~~and ~~(“NGS”).~~administrative judges may also ~~Achieving~~change afrom ~~high~~time ~~level~~to oftime, ~~purity~~and ~~involves~~any asuch ~~series~~changes ofcould ~~distillations~~be unfavorable to us and ~~filtration~~could ~~processes.~~have Wea ~~currently~~material ~~source~~adverse effect on our ~~NGS~~business, ~~that~~investments, weand ~~further~~results ~~process~~of tooperations. ~~add~~In ~~flavor~~addition, bya ~~blending,~~failure ~~rectifying~~to orcomply bywith ~~adding~~applicable ~~ingredients~~laws ~~(such~~or regulations, as ~~fresh~~interpreted ~~botanicals~~and ~~for~~applied, ~~the~~could ~~Victory Cold~~result ~~Distilled~~in ~~Gin).~~material Wedefense ~~bottle~~or ~~in-house~~remedial ~~using~~costs and/or damages have a ~~variety~~material ofadverse ~~bottles,~~effect ~~eco~~on ~~pouches~~our ~~and~~financial ~~KeyKegs~~condition.

~~We rely on a single supplier for NGS. We~~Risks ~~believe~~Related ~~that we have consistent and reliable third party source for spirit product and maintain options for an alternate producer should there be a need~~ to ~~change~~Our ~~suppliers.~~Common Stock

~~Intellectual~~Due to ~~Property~~factors beyond our control, our stock price may be volatile.

~~Trademarks~~There is ~~are~~currently ana ~~important~~very ~~aspect~~limited ofmarket for our ~~business.~~ WeCommon ~~sell~~Stock, ~~our~~and ~~products~~there ~~under~~can ~~the~~be ~~“Victory”~~no ~~trademark~~guarantee that an active market for our Common Stock will develop, ~~which~~even if we ~~own.~~are ~~Our~~successful ~~brand~~in isconsummating ~~protected~~a bybusiness combination. Recently, the ~~Intellectual~~price of our Common Stock has been volatile ~~Property~~for ~~Office~~no ~~trademark~~reason. ~~registration~~Further, ineven ~~the~~if UKan ~~where~~active wemarket ~~distribute~~for our ~~brand.~~Common ~~The~~Stock ~~trademark~~develops, isit ~~registered~~will inlikely ~~the~~be ~~name~~subject ofto ~~our~~by significant price volatility ~~subsidiary~~when compared to more seasoned issuers. InWe expect that the ~~UK,~~price ~~trademark~~of ~~registrations~~our ~~need~~Common Stock will continue to be ~~renewed~~more ~~every~~volatile ~~ten~~than ~~years~~more seasoned issuers for the foreseeable future. WeFluctuations ~~expect~~in tothe ~~register~~price of our ~~trademarks~~Common Stock can be based on various factors in ~~additional markets~~addition asto wethose otherwise ~~expand~~described ~~our~~in ~~distribution~~this ~~territories.~~Report, including:

~~Seasonality~~● General speculative fever;

~~Our~~● ~~industry~~A isprospective ~~subject~~business tocombination ~~seasonality with~~and ~~peak retail sales generally occurring at~~ the ~~end~~terms ofand ~~the~~conditions ~~fourth calendar quarter. This is primarily due to seasonal holiday buying.~~thereof;

~~Competition~~● The operating performance of any business we acquire, including any failure to achieve material revenues therefrom;

● The ~~beverage~~performance ~~alcohol~~of ~~industry~~our iscompetitors ~~highly competitive.~~in ~~We compete on~~ the ~~basis of quality~~marketplace, ~~price,~~both ~~brand~~pre- ~~recognition~~ and distribution strength. Our premium brands compete with other alcoholic and nonalcoholic beverages for consumer purchases, retail shelf space, restaurant presence and wholesaler attention. We compete with numerous multinational producers and distributors of beverage alcohol products, many of which have greater resources than us.post-combination;

~~Over~~● ~~the past ten years, the U.S. wine and spirits industry has undergone dramatic consolidation and realignment of brands and brand ownership.~~ The ~~number~~public’s ofreaction ~~major~~to ~~importers in~~our ~~the~~press ~~U.S. has declined significantly. Today there are seven major companies: Diageo PLC~~releases, ~~Pernod Ricard~~ S.AE.,C. ~~Bacardi Limited~~filings, ~~Brown-Forman~~ ~~Corporation,~~website ~~Beam~~content ~~Suntory~~and ~~Inc.,~~other ~~Davide~~public ~~Campari~~announcements ~~Milano-S.p.A.,~~ and ~~Remy Cointreau S.A.~~information;

~~Our~~● ~~relative~~Changes ~~capital~~in ~~position~~earnings ~~and~~estimates ~~resources may~~of ~~limit~~any ~~our~~business ~~marketing~~that ~~capabilities,~~we ~~limit~~acquire ~~our~~or ~~ability~~recommendations toby ~~expand~~any ~~into~~research ~~new~~analysts ~~markets~~who ~~and~~may ~~limit~~follow ~~our~~us ~~negotiating~~or ~~ability~~other ~~with~~companies ~~our~~in ~~distributors.~~the industry of a business that we acquire;

By● ~~focusing~~Variations onin ~~the~~general ~~premium~~economic ~~and super-premium segments of the market~~conditions, ~~which~~including ~~typically~~as ~~have higher margins, we believe we~~ may be ~~able~~caused toby ~~gain~~uncontrollable ~~relatively~~events ~~significant~~such ~~attention from~~as ~~distributors for a company of our size. Also,~~ the ~~continued consolidation among the major companies is expected to create an opportunity for small to mid~~COVID-~~size~~19 ~~wine~~pandemic and ~~spirits~~the ~~companies,~~resulting ~~such~~decline asin ~~ourselves, as~~ the ~~major companies contract their portfolios to focus on fewer brands.~~economy;

~~Government~~● ~~regulation~~The public disclosure of the terms of any financing we disclose in the future;

We● ~~are~~The ~~subject~~number ~~to the jurisdiction~~ of ~~the Her~~shares ~~Majesty's Revenue and Customs (“HMRC”) in the UK. As part~~ of our ~~requirements~~Common toStock ~~produce, market and sell alcohol beverage products in the United Kingdom we hold certain licenses issued by HMRC. We believe~~ that we are inpublicly ~~material~~traded ~~compliance with applicable UK regulations. However, we operate~~ in athe ~~highly regulated industry, which may be subject to more stringent interpretations of existing regulations. Future compliance costs due to regulatory changes could be significant.~~future;

~~Employees~~● Actions of our existing shareholders, including sales of Common Stock by our then directors and then executive officers or by significant investors; and

As● ofThe ~~May~~employment ~~31,~~or ~~2020,~~termination we had 3 full-time employees and 2 part-time employees. Our officers and directors will continue to work for us for the foreseeable future. We anticipate hiring appropriate personnel on an as-needed basis, and utilizing the services of ~~independent~~key ~~contractors as needed~~personnel.

~~Geographic~~Many of ~~Information~~these factors are beyond our control and may decrease the market price of our Common Stock, regardless of whether we can consummate a business combination and of our current or subsequent operating performance and financial condition. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise be used to benefit our business.

Momentous operates in one business – premium beverage alcohol. Momentous’ product categories are gin, vodka and bitter aperitif. We currently sell our products in the United Kingdom with a focus on London, United Kingdom.9

6Because trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.

~~Facilities~~Our Common Stock trades on the Expert Market. The Expert Market generally is very illiquid and most stocks traded there are of companies that are not required to file reports with the SEC under the Exchange Act and do not meet the guidelines of the OTC Market. Our Common Stock itself infrequently trades.

~~Our corporate headquarters are currently~~The ~~located~~market inprice ~~London,~~of ~~United~~our ~~Kingdom.~~Common ~~Our~~Stock ~~corporate~~may ~~address~~decline isif a ~~professional~~substantial ~~mail~~number ~~forwarding~~of ~~office~~shares ~~where~~of ~~physical~~our ~~office~~Common ~~space~~Stock ~~may be~~are ~~rented~~sold onat aonce ~~short-term~~or ~~basis~~in ~~for~~large ~~additional fees~~blocks.

WePresently the ~~lease~~market ~~and~~for ~~occupy~~our ~~approximately~~Common ~~300~~Stock ~~and 500~~is ~~square~~limited. ~~feet~~If ofan ~~industrial~~active ~~space~~market infor ~~Tottenham~~our ~~and~~shares ~~Walthamstow~~develops in the future, ~~London~~some ~~(respectively)~~or inall of our shareholders may sell their shares of our Common Stock which may depress the ~~United~~market ~~Kingdom~~price. WeAny ~~conduct~~sale ~~our~~of ~~business~~a substantial number of these shares in the ~~operations~~public market, ~~including~~or ~~administrative~~the ~~functions,~~perception ~~production~~that such a sale could occur, ~~marketing~~could ~~and~~cause ~~sales~~the market price of ~~low~~our ~~carbon,~~Common ~~eco-friendly~~Stock ~~beverages~~to ~~from~~decline, ~~these~~which could ~~locations~~reduce the value of the shares held by our other shareholders.

~~Legal~~Future issuance ~~Proceedings~~of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.

We may ~~are~~issue ~~not~~additional ~~currently~~shares ~~subject~~of toour ~~any~~Common ~~material legal~~Stock ~~proceedings,~~in ~~however,~~the wefuture. ~~could~~The beissuance ~~subject~~of toa ~~legal~~substantial ~~proceedings~~amount ~~and~~of ~~claims~~our ~~from~~Common ~~time~~Stock tocould ~~time~~substantially dilute in the ~~ordinary~~interests ~~course~~ of our ~~business~~ shareholders. ~~Regardless~~In addition, the sale of a substantial amount of Common Stock in the ~~outcome~~public market, ~~litigation~~either in ~~can,~~the ~~among~~initial ~~other~~issuance ~~things,~~or bein ~~time~~a ~~consuming~~subsequent ~~and~~resale ~~expensive~~by tothe ~~resolve,~~target ~~and~~company ~~divert~~in a business combination which received our Common Stock as ~~management~~consideration ~~resources~~or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common Stock.

~~Corporate~~Due to ~~History~~recent changes to Rule 15c2-11 under the Securities Exchange Act of 1934, our Common Stock may become subject to limitations or reductions on stock price, liquidity, or volume.

WeOn September 16, ~~were~~2020, ~~incorporated~~the S.E.C. adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”). This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as ~~Momentous~~our ~~Holdings~~Common Stock. The ~~Corp~~Rule as amended prohibits broker-dealers from publishing quotations on O.T.C. markets for an issuer’s securities unless they are based on ~~May~~current 29publicly available information about the Issuer. When it becomes effective, ~~2015~~the amended Rule will also limit the Rule’s “piggyback” exception, which allows broker-dealers to publish quotations for a security in reliance on the ~~State~~quotations of a ~~Nevada~~broker-dealer ~~for~~that initially performed the ~~purpose~~information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date in their Exchange Act reports. As of ~~designing~~this date, ~~acquiring~~we ~~and~~are ~~developing~~uncertain ~~mobile~~as ~~apps~~what ~~and~~actual ~~mobile~~effect ~~software for~~the ~~download~~Rule bymay ~~end~~have on ~~consumers~~us.

OnThe Rule ~~December~~changes ~~31,~~could ~~2018,~~harm the ~~Company~~liquidity ~~entered into~~and/or amarket ~~Share~~price ~~Exchange~~of ~~Agreement~~our ~~with~~Common ~~Andrew~~Stock ~~Eddy~~by ~~(“Owner”),~~either anpreventing ~~individual~~our ~~residing~~shares infrom ~~Great~~being ~~Britain~~quoted ~~and~~or ~~owner of 100%~~driving ofup ~~the~~our ~~issued~~costs ~~and outstanding capital shares~~ of Vcompliance. ~~Beverages~~Because ~~Limited~~we ~~(“V~~are ~~Beverages”),~~ a ~~company~~voluntary ~~organized~~filer under ~~the laws~~Section 15(d) of the ~~United~~Exchange ~~Kingdom~~Act ~~(the~~and ~~“Share~~not ~~Exchange~~a ~~Agreement”).~~public Vreporting company, ~~Beverages~~the inpractical ~~turn~~impact ~~owns 100%~~ of ~~the~~these ~~issued~~changes ~~and~~is ~~outstanding capital~~to ~~shares~~require ofus ~~MaxChater~~to ~~Ltd.~~maintain ~~(“MaxChater”),~~ a ~~company~~level ~~organized~~of ~~under~~periodic ~~the~~disclosure ~~laws~~we ofare ~~the~~not ~~United~~presently ~~Kingdom~~required to maintain, which ~~it acquired~~would oncause ~~August~~us ~~1, 2018. Pursuant~~ to ~~the~~incur ~~Share~~material ~~Exchange~~additional ~~Agreement~~expenses. Further, ~~the~~if ~~Company~~we ~~acquired~~cannot ~~100%~~or ofdo ~~the~~not ~~issued~~provide ~~and~~or ~~outstanding~~maintain ~~capital~~current ~~shares~~public ofinformation Vabout ~~Beverages~~our ~~(the~~Company, ~~“Target~~our ~~Shares”).~~stockholders ~~Upon~~may ~~the~~face ~~closing~~difficulties ofin ~~the~~selling ~~transactions~~their ~~under~~shares ~~the~~of ~~Share~~our ~~Exchange~~Common ~~Agreement, the~~Stock ~~Owner~~at ~~transferred~~desired ~~the~~prices, quantities, ~~Target~~or ~~Shares~~times, toor ~~the~~at ~~Company~~all, inas ~~exchange~~a ~~for~~result ~~15,750,000 shares~~ of the ~~Company’s~~amendments ~~common~~to ~~stock,~~the ~~par value $0~~Rule.~~001.~~

~~Following the acquisition of V Beverages,~~ITEM 1B. weUNRESOLVED ~~ceased~~STAFF ~~operations of our app, the original business of the Company~~COMMENTS.

~~The transaction has been accounted for~~Not ~~as a reverse merger, whereby V Beverages is considered to be the accounting acquirer and became a wholly-owned subsidiary of the Company~~applicable. In accordance with the accounting treatment for a “reverse merger” or a “reverse acquisition,” the 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 in all future filings with the U.S. Securities and Exchange Commission (the “SEC”).

~~MaxChater is viewed as the predecessor entity for financial reporting purposes, and Momentous Holdings Corp. is viewed as the successor entity.~~10

~~For purposes of the following discussion, we compare the combined results of Momentous Holdings Corp~~ITEM 2. ~~for the year ended May 31, 2020 with the combined results of Momentous~~ ~~Holdings Corp. for the ten months ended May 31, 2019 (Successor) and the results of MaxChater for the two months ended July 31, 2018 (Predecessor).~~PROPERTIES

~~Item 1A. Risk Factors~~Not applicable

~~Smaller reporting companies are not required~~ITEM 3. toLEGAL ~~provide the information required by this item.~~PROCEEDINGS

7We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

~~If our products and brands do not~~ITEM 4. ~~achieve~~MINE ~~more~~SAFETY ~~widespread consumer acceptance, our growth may be limited.~~DISCLOSURES

~~Although our products and brand have achieved~~Not ~~acceptance in the London, most of our products and brand are early in their growth cycle and have not achieved extensive national brand recognition~~applicable. Also, brands we may develop and/or acquire in the future are unlikely to have established extensive brand recognition. Accordingly, if consumers do not accept our brands, we will not be able to penetrate our markets and our growth may be limited.

~~We have incurred significant operating losses every quarter since our inception and there can be no assurances that we will cease to incur operating losses in the future.~~11

~~We may incur net losses for the foreseeable~~PART future as we expect to make continued significant investment in product development and sales and marketing and to incur significant administrative expenses as we seek to grow our brands. Our cash needs may exceed our income from sales for the foreseeable future. Some of our products may never achieve widespread market acceptance and may not generate sales and profits to justify our investment therein. Also, we may find that our expansion plans are more costly than we anticipate and that they do not ultimately result in commensurate increases in our sales, which would further increase our losses. We may continue to experience losses and negative cash flow, some of which could be significant. Results of operations will depend upon numerous factors, some of which are beyond our control, including market acceptance of our products, new product introductions and competition. We incur substantial operating expenses at the corporate level, including costs directly related to being an SEC reporting company. For the year ended May 31, 2020 and ten month period ended May 31, 2019 (successor), we reported a total comprehensive loss of $288,659 and $133,412 respectively. As of May 31, 2020, we had an accumulated stockholders’ deficit of $374,687.II

~~We may require additional capital, which we may not be able to obtain on acceptable terms~~ITEM 5. ~~Our inability to raise such capital, as needed, on beneficial terms or~~ atMARKET ~~all~~FOR ~~could~~COMMON ~~restrict~~EQUITY ~~our~~AND ~~future~~RELATED ~~growth~~STOCKHOLDER ~~and severely limit our operations.~~MATTERS

~~We have limited capital compared to other~~Market companies in our industry. This may limit our operations and growth, including our ability to continue to develop existing brands, service our debt obligations, maintain adequate inventory levels, fund potential acquisitions of new brands, penetrate new markets, attract new customers and enter into new distribution relationships. If we have not generated sufficient cash from operations to finance additional capital needs, we will need to raise additional funds through private or public equity and/or debt financing. We cannot assure you that, if and when needed, additional financing will be available to us on acceptable terms or at all. If additional capital is needed and either unavailable or cost prohibitive, our operations and growth may be limited as we may need to change our business strategy to slow the rate of, or eliminate, our expansion or reduce or curtail our operations. Also, any additional financing we undertake could impose covenants upon us that restrict our operating flexibility, and, if we issue equity securities to raise capital our existing shareholders may experience dilution and the new securities may have rights, preferences and privileges senior to those of our common stock.Information

~~We depend on a limited number of~~Our ~~suppliers.~~common ~~Failure~~stock tocurrently ~~obtain~~trades ~~satisfactory~~in ~~performance~~the ~~from~~Expert ~~our~~Market ~~suppliers~~under orthe ~~loss~~symbol of“MMNT”. ~~our~~There ~~existing~~is ~~suppliers~~no ~~could~~quoted ~~cause~~stock usprice toat ~~lose sales,~~this ~~incur additional costs and lose credibility in the marketplace~~time.

We depend on a limited number of third-party suppliers for the sourcing of all of our products. These suppliers consist of third-party producers in the UK and the EU. We do not have long-term written agreements with any of our suppliers. The termination of our agreements/relationships or an adverse change in the terms of these agreements could have a negative impact on our business. If our suppliers increase their prices, we may not have alternative sources of supply and may not be able to raise the prices of our products to cover all or even a portion of the increased costs. Also, our suppliers’ failure to perform satisfactorily or handle increased orders, delays in shipments of products from suppliers or the loss of our existing suppliers, especially our key suppliers, could cause us to fail to meet orders for our products, lose sales, incur additional costs and/or expose us to product quality issues. In turn, this could cause us to lose credibility in the marketplace and damage our relationships with distributors, ultimately leading to a decline in our business and results of operations. If we are not able to renegotiate these contracts on acceptable terms or find suitable alternatives, our business could be negatively impacted.Shareholders

8Our shares of common stock are issued in registered form. The registrar and transfer agent for our shares of common stock is Securities Transfer Corporation, Suite 214 Salt, Lake City, UT, 84121 (Telephone (469) 633-0101.

IfAs of weSeptember 4, ~~are~~2023 ~~unable~~there towere ~~identify~~33,115,000 ~~and~~shares of our common stock outstanding, which were held by approximately 36 record stockholders. ~~successfully~~The ~~acquire~~number ~~additional~~of ~~brands~~record ~~that~~holders ~~are~~was ~~complementary~~determined tofrom ~~our~~the ~~existing~~records ~~portfolio,~~of our ~~growth~~transfer ~~will~~agent beand ~~limited,~~does ~~and,~~not ~~even if~~include ~~additional~~beneficial ~~brands~~owners ~~are~~of ~~acquired,~~shares weof common ~~may~~stock ~~not~~whose ~~realize~~shares ~~planned~~are ~~benefits~~held ~~due~~in tothe ~~integration~~names ~~difficulties~~of orvarious ~~other~~security ~~operating~~brokers, ~~issues~~dealers, and registered clearing agencies.

A component of our growth strategy may be the acquisition of additional brands that are complementary to our existing portfolio through acquisitions of such brands or their corporate owners, directly or through mergers, joint ventures, long-term exclusive distribution arrangements and/or other strategic relationships. If we are unable to identify suitable brand candidates and successfully execute our acquisition strategy, our growth will be limited. Also, even if we are successful in acquiring additional brands, we may not be able to achieve or maintain profitability levels that justify our investment in, or realize operating and economic efficiencies or other planned benefits with respect to, those additional brands. The addition of new products or businesses entails numerous risks with respect to integration and other operating issues, any of which could have a detrimental effect on our results of operations and/or the value of our equity. These risks include:Dividends

•We have ~~Difficulties~~never inpaid ~~assimilating acquired operations~~ or ~~products;~~declared •any ~~Unanticipated~~dividends ~~costs~~on ~~that could materially adversely affect~~ our ~~results~~Common ofStock ~~operations; • Negative effects on reported results of operations from acquisition related charges~~ and ~~amortization~~do ofnot ~~acquired~~anticipate ~~intangibles;~~paying •cash ~~Diversion~~dividends of management’s attention from other business concerns; • Adverse effects on existing business relationships with suppliers, distributors and retail customers; • Risks of entering new markets or markets in ~~which~~the weforeseeable ~~have limited prior experience; and • The potential inability to retain and motivate key employees of acquired businesses~~future.

~~Our ability to grow through the acquisition~~Securities ofAuthorized ~~additional~~For ~~brands~~Issuance ~~will~~Under ~~also~~Equity beCompensation dependent upon the availability of capital to complete the necessary acquisition arrangements. We intend to finance our brand acquisitions through a combination of our available cash resources, third party financing and, in appropriate circumstances, the further issuance of equity and/or debt securities. Acquiring additional brands could have a significant effect on our financial position, and could cause substantial fluctuations in our quarterly and yearly operating results. Also, acquisitions could result in the recording of significant goodwill and intangible assets on our financial statements, the amortization or impairment of which would reduce reported earnings in subsequent years.Plans

~~Our failure to protect our trademarks~~We ~~and~~currently ~~trade~~do ~~secrets~~not ~~could~~have ~~compromise~~any ~~our~~equity ~~competitive~~compensation ~~position and decrease the value of our brand portfolio~~plans.

~~Our business and prospects depend in part~~Unregistered onSales ~~our, ability to develop favorable consumer recognition~~ of ~~our~~Equity brands and trademarks. Although we apply for registration of our brands and trademarks, they could be imitated in ways that we cannot prevent. Also, we rely on trade secrets and proprietary know-how, concepts and formulas. Our methods of protecting this information may not be adequate. Moreover, we may face claims of misappropriation or infringement of third parties’ rights that could interfere with our use of this information. Defending these claims may be costly and, if unsuccessful, may prevent us from continuing to use this proprietary information in the future and result in a judgment or monetary damages being levied against us. We do not maintain non-competition agreements with all of our key personnel or with some of our key suppliers. If competitors independently develop or otherwise obtain access to our trade secrets, proprietary know-how or recipes, the appeal, and thus the value, of our brand portfolio could be reduced, negatively impacting our sales and growth potential.Securities

AWe have ~~failure~~previously ofdisclosed ~~one~~all orsales ~~more~~ of ~~our~~securities ~~key information~~without ~~technology~~registration ~~systems,~~under ~~networks,~~the ~~processes,~~Securities ~~associated~~Act ~~sites~~of ~~or service providers could have a material adverse impact on our business~~1933.

We rely on information technology (IT) systems, networks, and services, including internet sites, data hosting and processing facilities and tools, hardware (including laptops and mobile devices), software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist us in the management of our businessITEM 6. ~~The various uses of these IT systems, networks~~ ~~and~~SELECTED ~~services~~FINANCIAL include, but are not limited to: hosting our internal network and communication systems; ordering and managing materials from suppliers; supply/demand planning; production; shipping product to customers; hosting our branded websites and marketing products to consumers; collecting and storing customer, consumer, employee, investor, and other data; processing transactions; summarizing and reporting results of operations; hosting, processing, and sharing confidential and proprietary research, business plans, and financial information; complying with regulatory, legal or tax requirements; providing data security; and handling other processes necessary to manage our business.DATA

9Not Applicable.

Increased IT security threats and more sophisticated cyber-crime pose a potential risk to the security of our IT systems, networks, and services, as well as the confidentiality, availability, and integrity of our data. If the IT systems, networks, or service providers we rely upon fail to function properly, or if we suffer a loss or disclosure of business or other sensitive information, due to any number of causes, ranging from catastrophic events to power outages to security breaches, and our business continuity plans do not effectively address these failures on a timely basis, we may suffer interruptions in our ability to manage operations and reputational, competitive and/or business harm, which may adversely affect our business operations and/or financial condition. In addition, such events could result in unauthorized disclosure of material confidential information, and we may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to us or to our partners, our employees, customers, suppliers or consumers. In any of these events, we could also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or replace networks and IT systems.12

~~Our failure to attract or retain~~ITEM 7. ~~key~~MANAGEMENT’S ~~executive~~DISCUSSION orAND ~~employee~~ANALYSIS ~~talent~~OF ~~could~~FINANCIAL ~~adversely~~CONDITION ~~affect~~AND ~~our~~RESULT ~~business.~~OF OPERATIONS

~~Our success depends upon the efforts and~~The ~~abilities~~Company ofhas ~~our~~no ~~senior~~operations ~~management~~or ~~team,~~revenue ~~other key employees, and a high-quality employee base,~~ as ~~well~~of asthe ~~our~~date ~~ability~~of tothis ~~attract, motivate, reward, and retain them~~Report. InWe ~~particular,~~are wecurrently ~~rely~~in on the ~~skills~~process ~~and expertise~~ of ~~our~~developing ~~Chief~~a ~~Distiller,~~business ~~Max~~plan. ~~Chater, whom~~Management weintends ~~believe~~to ~~has~~explore ~~certain~~and ~~knowledge~~identify ofviable ~~our~~ business ~~and~~opportunities ~~industry~~within ~~that~~the ~~would~~U.S. beincluding ~~difficult~~seeking to ~~replace.~~acquire Ifa ~~Max~~business ~~Chater~~in ora ~~one~~reverse ~~of our other~~merger. ~~founders,~~Our ~~executive~~ability ~~officers or significant employees terminates his employment, we may not be able~~ to ~~replace~~effectively ~~their expertise~~identify, ~~fully~~ ~~integrate~~develop ~~new personnel or replicate the prior working relationships,~~ and ~~the~~implement ~~loss~~a ofviable ~~their~~plan ~~services~~for ~~might significantly delay or prevent the achievement of~~ our business ~~objectives.~~may ~~Qualified~~be ~~individuals~~hindered ~~with~~by ~~the~~risks ~~breadth of skills~~ and ~~experience in~~uncertainties ~~our~~which ~~industry that we require~~ are inbeyond ~~high~~our ~~demand~~control, ~~and~~including wewithout ~~may~~limitation, ~~incur~~the ~~significant~~continued ~~costs~~negative toeffects ~~attract~~of ~~them.~~the Wecoronavirus dopandemic ~~not maintain and do not intend to obtain key man insurance~~ on the ~~life~~U.S. ofand global ~~any executive or employee~~economies. ~~Difficulties~~For inmore ~~hiring~~information orabout ~~retaining key executive or employee talent, or~~ the ~~unexpected~~risk ~~loss~~ of ~~experienced~~Covid-19 ~~employees~~on ~~could have an adverse impact~~ our business ~~performance. In addition~~, we ~~could~~see ~~experience~~Item 1.A. ~~business disruption and/or increased costs related to organizational changes, reductions in workforce, or other cost~~-~~cutting~~ ~~measures~~“Risk Factors”.

~~If we fail to manage growth effectively~~Plan ~~or prepare for product scalability, it could have an adverse effect on our employee efficiency, product quality, working capital levels and results~~ of ~~operations.~~Operation

~~Any significant growth in the market for~~The ~~our~~Company ~~products~~has orno ~~our~~operations ~~entry~~from ~~into~~a ~~new~~continuing ~~markets~~business ~~may require an expansion of our employee base for managerial, operational, financial, and~~ other ~~purposes.~~than ~~During~~the ~~any~~expenditures ~~period of growth, we may face problems~~ related to ~~our~~running ~~operational~~the ~~and financial systems and controls~~Company, ~~including~~ ~~quality control~~ and ~~delivery~~has ~~and~~no ~~service~~revenue ~~capacities. We would also need to continue to expand, train and manage our employee~~from ~~base.~~continuing ~~Continued~~operations ~~future~~as ~~growth~~of ~~will impose significant added responsibilities upon~~ the ~~members~~date of ~~management~~this ~~to identify, recruit, maintain, integrate, and motivate new employees~~Report.

~~Aside~~Management intends ~~from~~to ~~increased~~explore ~~difficulties~~and inidentify ~~the management~~business ofopportunities ~~human~~within ~~resources~~the U.S., weincluding ~~may~~a ~~also~~potential ~~encounter~~acquisition ~~working~~of ~~capital~~an ~~issues~~operating entity through a reverse merger, asasset wepurchase ~~will~~or ~~need~~similar ~~increased~~transaction. ~~liquidity~~Our toChief ~~finance~~Executive ~~the marketing~~Officer ofhas ~~the~~experience ~~products~~in webusiness ~~sell~~consulting, ~~and~~although no ~~the~~assurances ~~hiring~~can ofbe ~~additional~~given ~~employees.~~that ~~For~~he ~~effective~~can ~~growth~~identify ~~management,~~and weimplement ~~will~~a beviable ~~required to~~business ~~continue~~strategy ~~improving~~or ~~our~~that ~~operations,~~any ~~management,~~such ~~and~~strategy ~~financial~~will ~~systems~~result ~~and~~in ~~controls~~profits. Our ~~failure~~ability to ~~manage~~effectively ~~growth~~identify, ~~effectively may~~develop ~~lead~~and toimplement ~~operational~~a ~~and~~viable ~~financial~~plan ~~inefficiencies~~for ~~that~~our ~~will~~business ~~have~~may abe ~~negative~~hindered ~~effect~~by onrisks ~~our~~and ~~profitability.~~uncertainties which Weare ~~cannot~~beyond ~~assure~~our ~~investors that~~control, weincluding ~~will~~without belimitation, ~~able~~the tocontinued ~~timely~~negative ~~and~~effects ~~effectively~~of ~~meet~~the ~~that~~coronavirus ~~demand~~pandemic on the U.S. and global ~~maintain~~economies. For more information about the ~~quality~~risk ~~standards~~of ~~required~~coronavirus byon our ~~existing~~business, ~~and potential~~see ~~customers~~Item 1A “Risk Factors.”

~~RISKS~~We do ~~RELATED~~not TOcurrently ~~OUR~~engage ~~INDUSTRY~~in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating, and negotiating potential business combinations, filing S.E.C. reports, and consummating an acquisition of an operating business.

~~Demand~~Given our ~~for~~limited ~~our~~capital ~~products~~resources, we may beconsider ~~adversely affected~~a bybusiness ~~many~~combination ~~factors~~with an entity which has recently commenced operations, ~~including~~is ~~changes~~a developing company or is otherwise in ~~consumer~~need ~~preferences~~of additional funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial or operating difficulties and ~~trends~~is in need of additional capital. Alternatively, a business combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.

~~Consumer~~As of ~~preferences~~the ~~may~~date ~~shift~~of ~~due~~this toReport, ~~a variety~~our ofmanagement ~~factors~~has ~~including~~not ~~changes~~had inany ~~demographic~~discussions ~~and~~with ~~social~~any ~~trends,~~representative ~~public~~of ~~health~~any ~~initiatives,~~other ~~product~~entity ~~innovations,~~regarding ~~changes~~a potential inbusiness ~~vacation~~combination. orAny ~~leisure,~~target ~~dining~~business ~~and~~that ~~beverage~~is ~~consumption~~selected ~~patterns~~may ~~and~~be afinancially ~~downturn~~unstable or in ~~economic~~the ~~conditions,~~early ~~which~~stages ~~may~~of ~~reduce~~development. ~~consumers’~~In such ~~willingness~~event, towe ~~purchase~~expect ~~distilled~~to ~~spirits~~be orsubject ~~cause~~to anumerous ~~shift~~risks inherent in ~~consumer~~the ~~preferences~~business ~~toward~~and ~~beer,~~operations ~~wine~~of a financially unstable or ~~non~~early-~~alcoholic~~stage ~~beverages~~entity. ~~Our~~In ~~success~~addition, ~~depends~~we may effect a business combination with an entity in ~~part~~an onindustry ~~fulfilling~~characterized ~~available~~by ~~opportunities~~a tohigh ~~meet~~level ~~consumer~~of ~~needs~~risk or in which our management has limited experience, and, ~~anticipating~~although ~~changes~~our management will endeavor to evaluate the risks inherent in ~~consumer~~a ~~preferences~~particular target business, ~~with~~there ~~successful~~can ~~new~~be ~~products~~no ~~and~~assurance ~~product~~that ~~innovations~~we will properly ascertain or assess all significant risks.

10Our management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating in a single industry or geographical region.

AWe anticipate ~~limited~~that orthe selection of a business combination will be a complex and risk-prone process. Because of general ~~decline~~economic conditions, including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in ~~consumption~~some industries and shortages of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete. We expect that any potentially available business combinations may appear in ~~one~~a variety of different industries or ~~more~~regions and at various stages of ~~our~~development, ~~product~~all ~~categories~~of ~~could~~which ~~occur~~will inlikely render the ~~future~~task ~~due~~of comparative investigation and analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a ~~variety~~combination of ~~factors,~~our ~~including:~~existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

• A general decline in economic or geopolitical conditions; • Concern about the health consequences of consuming beverage alcohol products and about drinking and driving; • A general decline in the consumption of beverage alcohol products in on-premise establishments, such as may result from smoking bans and stricter laws relating to driving while under the influence of alcohol; • Consumer dietary preferences favoring lighter, lower calorie beverages such as diet soft drinks, sports drinks and water products; • Increased federal, state, provincial and foreign excise or other taxes on beverage alcohol products and possible restrictions on beverage alcohol advertising and marketing; • Increased regulation placing restrictions on the purchase or consumption of beverage alcohol products or increasing prices due to the imposition of duties or excise tax; • Inflation; and • Wars, pandemics, weather and natural or man-made disasters13

InBased upon ~~addition~~our current operations, ~~our~~we ~~continued~~do ~~success~~not ~~depends, in~~have ~~part,~~sufficient onworking capital to fund our ~~ability~~operations toover ~~develop~~the ~~new~~next ~~products~~12 months. ~~The~~If ~~launch~~we ~~and~~are ~~ongoing~~able to ~~success~~close ofa ~~new~~reverse ~~products~~merger, ~~are~~it ~~inherently~~is ~~uncertain~~likely ~~especially with~~we ~~regard~~will toneed ~~their~~capital ~~appeal~~as toa ~~consumers.~~condition ~~The~~of ~~launch~~closing that acquisition. Because of athe ~~new~~uncertainties, we ~~product~~cannot ~~can~~be ~~give~~certain ~~rise~~as to ahow ~~variety~~much capital we need to raise or the type of ~~costs~~securities ~~and~~we anwill ~~unsuccessful~~be ~~launch, among~~required ~~other~~to ~~things,~~issue. ~~can~~In ~~affect~~connection ~~consumer~~with a ~~perception~~reverse ofmerger, ~~existing~~we ~~brands~~will ~~and~~be ~~our~~required ~~reputation.~~to ~~Unsuccessful~~issue ~~implementation~~a orcontrolling ~~short-lived popularity~~block of our ~~product~~securities ~~innovations~~to ~~may~~the ~~result~~target’s inshareholders ~~inventory~~which ~~write-offs~~will ~~and~~be very ~~other costs~~dilutive.

WeAdditional issuances ~~face~~of ~~substantial~~equity ~~competition~~or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our ~~industry~~Common ~~and~~Stock. ~~many~~Additional ~~factors~~financing may ~~prevent~~not usbe ~~from~~available ~~competing~~upon ~~successfully~~acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate ~~compete~~that onwe will incur operating losses in the ~~basis~~next of12 ~~product~~months, ~~taste~~principally costs related to our being obligated to file reports ~~and~~with ~~quality,~~the ~~brand~~S.E.C. ~~image,~~Our ~~price~~prospects must be considered in light of the risks, ~~service~~expenses and ~~ability~~difficulties tofrequently ~~innovate~~encountered by companies in ~~response~~their toearly ~~consumer~~stage ~~preferences~~of development. ~~The~~Such ~~global~~risks ~~spirits~~for ~~industry is~~us ~~highly~~include, ~~competitive~~but are not limited to, an evolving and isunpredictable ~~dominated~~business bymodel, recognition ~~several~~of ~~large~~revenue sources, ~~well-funded~~and ~~international~~the ~~companies~~management of growth. ItTo isaddress ~~possible~~these ~~that~~risks, ~~our~~we ~~competitors~~must, among other things, develop, implement, ~~may~~and ~~either~~successfully execute our business and marketing strategy, respond to ~~industry~~competitive ~~conditions~~developments, orand ~~consumer~~attract, ~~trends~~retain, ~~more~~and ~~rapidly~~motivate qualified orpersonnel. ~~effectively~~There orcan ~~resort~~be tono ~~price~~assurance ~~competition~~that towe ~~sustain market~~will ~~share~~be successful in addressing such risks, ~~which~~and the failure to do so could ~~adversely~~have a ~~affect~~material adverse effect on our ~~sales~~business prospects, financial condition, and ~~profitability~~results of operations.

~~Adverse public opinion about alcohol~~Off ~~could~~Balance ~~reduce~~Sheet ~~demand for our products.~~Arrangements

~~Anti-alcohol~~As of ~~groups~~the ~~have,~~date inof ~~the~~this ~~past~~Report, ~~advocated~~ ~~successfully~~we ~~for~~do ~~more~~not ~~stringent~~have ~~labeling~~any ~~requirements,~~off-balance ~~higher~~sheet ~~taxes~~arrangements ~~and~~that ~~other~~have ~~regulations~~or ~~designed~~are toreasonably ~~discourage~~likely ~~alcohol consumption.~~to ~~More~~have ~~restrictive~~a ~~regulations,~~current ~~negative~~or future ~~publicity~~effect ~~regarding~~on ~~alcohol~~our ~~consumption~~financial ~~and/or~~condition, changes in ~~consumer~~financial ~~perceptions of~~condition, ~~the~~revenues ~~relative healthfulness~~ or ~~safety~~expenses, ofresults ~~beverage alcohol could decrease sales and consumption~~ of ~~alcohol and thus the demand for our products. This could~~operations, ~~in turn~~liquidity, ~~significantly~~capital expenditures ~~decrease~~or ~~both~~capital ~~our~~resources ~~revenues~~that ~~and~~are ~~our~~material ~~revenue~~to ~~growth, causing a decline in our results of operations~~investors.

~~Class action or other litigation~~Going ~~relating to alcohol abuse or the misuse of alcohol could adversely affect our business.~~Concern

~~Our industry faces the possibility of class~~The ~~action~~independent orregistered ~~similar~~public ~~litigation~~accounting ~~alleging~~firm ~~that~~auditors’ ~~the~~Report ~~continued~~accompanying ~~excessive~~our ~~use~~May 31, or2023 ~~abuse~~financial ofstatements ~~beverage alcohol has caused death or serious~~contained ~~health~~an ~~problems.~~explanatory Itparagraph isexpressing ~~also~~substantial ~~possible~~doubt ~~that~~about ~~governments~~our ~~could~~ability ~~assert~~to ~~that~~continue ~~the~~as ~~use~~a ofgoing ~~alcohol~~concern. ~~has~~The ~~significantly~~financial ~~increased~~statements ~~government~~have ~~funded~~been ~~health~~prepared ~~care~~“assuming ~~costs.~~that ~~Litigation~~we orwill ~~assertions~~continue ofas ~~this~~a ~~type~~going ~~have adversely affected companies in the tobacco industry~~concern,” ~~and it~~which iscontemplates ~~possible~~ that we, aswill ~~well~~realize as our ~~suppliers,~~assets ~~could~~and satisfy beour ~~named~~liabilities and commitments in ~~litigation~~the ofordinary ~~this~~course ~~type~~of business.

11ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Also, lawsuits have been brought in a number~~Not ~~of states alleging that beverage alcohol manufacturers and marketers have improperly targeted underage consumers in their advertising~~applicable. Plaintiffs in these cases allege that the defendants’ advertisements, marketing and promotions violate the consumer protection or deceptive trade practices statutes in each of these states and seek repayment of the family funds expended by the underage consumers. While we have not been named in these lawsuits, we could be named in similar lawsuits in the future. Any class action or other litigation asserted against us could be expensive and time-consuming to defend against, depleting our cash and diverting our personnel resources and, if the plaintiffs in such actions were to prevail, our business could be harmed significantly.

~~Regulatory decisions and legal, regulatory and tax changes could limit our business activities, increase our operating costs and reduce our margins.~~14

~~Our business is subject to extensive government regulation~~ITEM 8. ~~This may include regulations regarding production, distribution, marketing, advertising and labeling of beverage alcohol~~ ~~products.~~FINANCIAL WeSTATEMENTS ~~are~~AND ~~required~~SUPPLEMENTARY to comply with these regulations and to maintain various permits and licenses. We are also required to conduct business only with holders of licenses to import, warehouse, transport, distribute and sell beverage alcohol products. We cannot assure you that these and other governmental regulations applicable to our industry will not change or become more stringent. Moreover, because these laws and regulations are subject to interpretation, we may not be able to predict when and to what extent liability may arise. Additionally, due to increasing public concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on advertising or other marketing activities promoting beverage alcohol products. Failure to comply with any of the current or future regulations and requirements relating to our industry and products could result in monetary penalties, suspension or even revocation of our licenses and permits. Costs of compliance with changes in regulations could be significant and could harm our business, as we could find it necessary to raise our prices in order to maintain profit margins, which could lower the demand for our products and reduce our sales and profit potential.DATA

Also, the distribution of beverage alcohol products is subject to extensive taxation (at both the federal and state government levels), and beverage alcohol products themselves are the subject of national import and excise duties in most countries around the world. An increase in taxation or in import or excise duties could also significantly harm our sales revenue and margins, both through the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheet as of May 31, 2023		F-4

Statements of Operations for the Years Ended May 31, 2023		F-5

Statement of Changes in Stockholders’ Equity for the Years Ended May 31, 2023		F-6

Statements of Cash Flows for the Years Ended May 31, 2023		F-7

Notes to the Financial Statements		F-8

~~Contamination of our products and/or counterfeit or confusingly similar products could harm the image and integrity of, or decrease customer support for, our brands and decrease our sales.~~F-1

~~The success of our brands depends upon~~REPORT ~~the~~OF ~~positive~~INDEPENDENT ~~image~~REGISTERED ~~that~~PUBLIC ~~consumers~~ACCOUNTING have of them. Contamination, whether arising accidentally or through deliberate third-party action, or other events that harm the integrity or consumer support for our brands, could affect the demand for our products. Contaminants in raw materials purchased from third parties and used in the production of our products or defects in the distillation and fermentation processes could lead to low beverage quality as well as illness among, or injury to, consumers of our products and could result in reduced sales of the affected brand or all of our brands. Also, to the extent that third parties sell products that are either counterfeit versions of our brands or brands that look like our brands, consumers of our brands could confuse our products with products that they consider inferior. This could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our sales and operations.FIRM

~~RISKS~~The Board ~~RELATED~~of TODirectors ~~OUR~~and ~~COMMON~~Stockholders ~~STOCK~~of

~~We are an “emerging growth~~Momentous ~~company”~~Holdings ~~and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.~~Corporation

We300 ~~are~~Mamaroneck an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approvedAve. ~~Investors may find our common stock less attractive because we rely on these exemptions; which may result in a less active trading market for our common stock, making our stock price more volatile.~~

12Apt 201

~~There~~White isPlains, aNew ~~limited~~York ~~trading market for our common stock and our common stock is subject to volatility risks.~~10605

~~Our common stock is quoted on the OTC Pink~~Disclaimer ~~market~~Opinion under the symbol “MMNT” and has limited trading history. The OTC Pink market is an inter-dealer market that provides much less oversight and regulation as compared to the major exchanges (NYSE, NASDAQ), and is subject to abuses, volatilities and shorting. Trading on the ~~OTC~~Financial Pink is frequently highly volatile, with low trading volume. There is currently no broadly followed and established trading market for our common stock. An established trading market for our common stock may never develop, in which case it could be difficult for stockholders to sell their stock. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded. Any last reported sale prices may not be a true market-based valuation of the common stock. We have experienced significant fluctuations in the price and trading volume of our common stock, which may be caused by factors relating to our business and operational results and/or factors unrelated to our company, including general market conditions.Statements

~~The~~We were ~~market~~engaged ~~price~~to ofaudit ~~our~~the ~~common~~accompanying ~~stock~~consolidated ~~may be~~balance ~~volatile~~sheets ~~and~~of ~~subject~~Momentous toHoldings ~~fluctuations~~Corporation in(the ~~response~~“Company”) toas ~~factors.~~of May ~~The~~31, ~~stock~~2023, ~~price~~and ~~may~~the ~~fluctuate~~related inconsolidated ~~response~~statements toof aoperations ~~number~~and ofother ~~events and~~comprehensive ~~factors~~loss, ~~such~~statements asof ~~quarterly~~changes ~~variations~~ in ~~operating~~stockholders’ deficit ~~results,~~and ~~the~~statements ~~operating~~of ~~and~~cash ~~stock~~flows ~~performance~~for ofthe ~~other~~year ~~companies~~then ~~that~~ended. ~~investors may~~As ~~deem~~described asin ~~comparable~~the ~~and~~Basis ~~news~~for ~~reports~~Disclaimer ~~relating~~Opinion, we were unable to ~~trends~~obtain sufficient inappropriate ~~the~~audit ~~marketplace,~~evidence ~~among~~to ~~other~~provide ~~factors.~~a ~~Significant~~basis ~~volatility~~for inan audit opinion on the ~~market~~ ~~price~~financial statements of ~~our~~the ~~common~~Company, ~~stock~~therefore, ~~may~~we do ~~arise~~not ~~due~~express toan ~~factors~~opinion ~~such~~on ~~as:~~these financial statements.

•Substantial Doubt ~~Our~~about ~~developing business; • Relatively low price per share; • Relatively low public float; • Variations in quarterly operating results; • General trends in~~ the ~~industries~~Company’s inAbility ~~which~~to weContinue doas ~~business; • The number of holders of our common stock; and • The interest of securities dealers in maintaining~~ a ~~market~~Going ~~for our common stock.~~Concern

AsThe financial ~~long~~statements ashave ~~there~~been isprepared ~~only~~assuming that the Company will continue as a ~~limited~~going ~~public market~~concern. ~~for~~As ~~our~~discussed ~~common~~in ~~stock~~Note 2 to the financial statements, the ~~sale~~Company ofhad incurred a ~~significant~~net ~~number~~loss of ~~shares~~$53,962 ofduring ~~our~~the ~~common~~year, ~~stock~~had atnegative ~~any~~working ~~particular~~capital ~~time~~of ~~could~~$613,349 beand ~~difficult~~accumulated deficit toof ~~achieve~~$679,996 aton ~~the~~May ~~market~~31, ~~prices~~2023. ~~prevailing~~These ~~immediately~~factors ~~before~~raise ~~such~~substantial ~~shares~~doubt ~~are~~about ~~offered,~~its ~~and~~ability ~~could~~to ~~cause~~continue as a ~~severe~~going ~~decline~~concern. Management’s plans regarding those matters also are described in ~~the~~Note 2. The financial statements do not include any adjustments that might result ~~price~~from ofthe ~~our~~outcome ~~common~~of ~~stock~~this uncertainty.

~~Our common stock is thinly traded,~~Basis ~~and~~for ~~investors~~Disclaimer ~~may be unable to sell some or all of their shares at the price they would like, or at all, and sales of large blocks of shares may depress the price of our common stock.~~Opinion

~~Our common stock has historically been~~We ~~sporadically~~were ornot ~~“thinly-traded,”~~engaged ~~meaning~~as ~~that~~auditors ~~the number~~ of ~~persons~~the ~~interested~~Company inuntil ~~purchasing~~August ~~shares~~ of ~~our~~2023 ~~common stock~~ at ~~prevailing~~which ~~prices at any given~~ time ~~may~~much ~~be relatively small or nonexistent. As a consequence, there may be periods~~ of ~~several days~~the oraudit ~~more~~evidence ~~when~~necessary ~~trading activity in shares of our common stock is minimal or non-existent, as compared~~ to provide a ~~seasoned issuer that~~basis ~~has~~for ~~a large and steady volume of trading activity that will generally support continuous sales without~~ an ~~adverse~~audit ~~effect~~opinion onhad ~~share price.~~not ~~This~~been ~~could~~made ~~lead~~available to ~~wide fluctuations in our share price~~us. ~~Investors~~We ~~may~~were be unable to ~~sell~~satisfy ~~their~~ourselves ~~common~~by ~~stock~~other ataudit orprocedures ~~above their~~concerning ~~purchase~~the ~~price,~~assets and ~~which~~liabilities ~~may~~held ~~result~~on inMay ~~substantial~~31, ~~losses. Also~~2023, as awell ~~consequence~~as ~~of this lack of liquidity,~~ the ~~trading~~incomes ~~of relatively~~and ~~small~~expenses ~~quantities~~recognized offor ~~shares~~the byyear ~~our~~then ~~stockholders~~ended. ~~may~~As ~~disproportionately~~a ~~influence~~result ~~the price~~ of ~~shares~~these ~~of our common stock~~matters, inwe ~~either~~were ~~direction.~~unable ~~The~~to ~~price~~determine ofwhether ~~shares~~any ofadjustments ~~our~~might ~~common~~have ~~stock~~been ~~could,~~found ~~for~~necessary ~~example, decline precipitously~~ in ~~the~~respect ~~event a large number~~ of ~~shares~~recorded ofor ~~our~~unrecorded ~~common stock are sold on the market without commensurate demand~~assets, ~~as compared to a seasoned issuer that could better~~liabilities, ~~absorb~~incomes ~~those~~and ~~sales without adverse impact on its share price~~expenses.

~~Our~~We conducted ~~common~~our ~~stock~~audits isin ~~considered~~accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. beAn audit includes examining, on a ~~“penny~~test ~~stock”~~basis, evidence supporting the amounts and disclosures in the financial statements, asassessing ~~such~~the accounting principles used and significant estimates made by management, as well as evaluating the ~~market~~overall financial statement presentation. Because of the matters described in the Basis for ~~our~~Disclaimer ~~common~~Opinion ~~stock~~paragraph ~~may~~above, bewe ~~further~~were ~~limited~~not byable ~~certain~~to ~~SEC~~obtain ~~rules~~sufficient ~~applicable~~appropriate audit evidence to ~~penny~~provide ~~stocks~~a basis for an audit opinion.

~~As long as the price of our common stock~~The ~~remains~~Company ~~below~~is $5not ~~per~~required ~~share~~to ~~or we~~ have, ~~net~~nor ~~tangible~~were ~~assets~~we ofengaged ~~$2,000,000~~to ~~or less~~perform, ~~our~~an ~~shares~~audit of ~~common~~its ~~stock~~internal ~~are~~control ~~likely~~over tofinancial ~~be subject to certain “penny stock” rules promulgated by the SEC~~reporting. ~~Those~~Our ~~rules impose certain sales practice requirements on brokers~~audit ~~who~~included ~~sell~~consideration ~~penny stock to persons other than established customers and accredited investors (generally institutions with assets in excess~~ of ~~$5,000,000~~internal orcontrol ~~individuals~~over ~~with~~financial areporting ~~net~~as ~~worth in excess of $1,000,000). For transactions covered by the penny stock rules, the broker must make~~ a ~~special~~basis ~~suitability determination~~ for ~~the~~designing ~~purchaser~~audit ~~and~~procedures ~~receive~~that ~~the~~are ~~purchaser’s~~appropriate ~~written consent to~~in the ~~transaction prior to the sale. Furthermore~~circumstances, ~~the~~but ~~penny~~not ~~stock~~for ~~rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents, monthly statements of~~ the ~~market~~purpose ~~value~~ of ~~penny~~expressing ~~stocks,~~an ~~disclosure~~opinion ofon the ~~bid~~Company’s ~~and~~internal ~~asked~~control ~~prices~~over ~~and~~financial ~~disclosure of the compensation to the brokerage firm and disclosure of the sales person working for the brokerage firm~~reporting. ~~These rules and regulations make it more difficult for brokers to sell our~~ ~~shares~~Accordingly, ofwe ~~our~~express ~~common~~no ~~stock~~such ~~and limit the liquidity of our securities~~opinion.

13Because of the significance of the matters described in the Basis for Disclaimer Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on these financial statements.

~~Our common stock may never be listed on a major stock exchange.~~F-2

~~We currently do not satisfy the initial~~Critical ~~listing~~Audit standards of a national or other securities exchange and cannot ensure that we will ever satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing, the trading price of our common stock could suffer, the trading market for our common stock may continue to be less liquid and the price may be subject to increased volatility.Matters

ACritical audit ~~decline~~matters inare matters arising from the ~~price~~current period audit of ~~our~~the ~~common~~financial statements that were communicated or required to be communicated ~~stock~~to ~~could~~those ~~affect~~charged ~~our~~with ~~ability~~governance that: (1) relate to ~~raise~~accounts ~~working~~or ~~capital~~disclosures ~~and~~that ~~adversely~~are ~~impact~~material to the financial statements and (2) involved our ~~ability~~especially challenging, subjective, or complex judgements. Because of the significance of the matters described in the Basis for Disclaimer Opinion paragraph, we have not been able to ~~continue~~obtain ~~operations~~sufficient appropriate audit evidence to provide a basis for an audit opinion. We have no critical audit matters to report in this regard.

A/s/ ~~prolonged~~JP ~~decline~~CENTURION in& ~~the~~PARTNERS ~~price~~PLT ofJP ~~our common~~CENTURION ~~stock~~& ~~could~~PARTNERS result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. A decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new services and continue our current operations. If our common stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.PLT

~~Transfers of our securities may be~~We ~~restricted~~have byserved ~~virtue~~as ofthe ~~state~~Company’s ~~securities~~auditor ~~“blue~~since ~~sky” laws that prohibit trading absent compliance with individual state laws~~2023. ~~These restrictions may make it difficult or impossible to sell shares in those states.~~

~~Transfers~~JP ofCenturion ~~our~~& ~~common~~Partners ~~stock~~PLT ~~may~~(PCAOB: be6723) ~~restricted under~~Kuala ~~the securities or securities regulations laws promulgated by various states and foreign jurisdictions~~Lumpur, ~~commonly~~Malaysia ~~referred to~~Date: asSeptember ~~“blue sky” laws. Absent compliance with such individual state laws~~15, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions may prohibit the secondary trading of our common stock. Investors should consider the secondary market for our securities to be a limited one.2023

~~We do not expect to pay dividends for the foreseeable future.~~F-3

~~For the foreseeable future, it is anticipated~~MOMENTOUS ~~that~~HOLDINGS ~~earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of common stock.~~CORPORATION

~~Our officers and directors collectively~~BALANCE ~~own a substantial portion of our outstanding common stock, and as long as they do, they may be able to control the outcome of stockholder voting.~~SHEETS

Andrew Eddy, President and Chief Executive Officer of our company and Max Chater, our Chief Distiller, are collectively the beneficial owners of approximately 46.1% of the outstanding shares of our common stock as of May 31, 2020. Accordingly, these two stockholders, individually and as a group, may be able to control us and direct our affairs and business, including any determination with respect to a change in control, future issuances of common stock or other securities, declaration of dividends on the common stock and the election of directors.


	May 31,
	2023
ASSETS
Current assets:
Total assets	$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		40,513
Due to former related parties		162,719
Convertible note, net		44,651
Derivative liability		94,640
Short term borrowings		236
Notes payable related parties		5,650
Other accrued expenses and liabilities		218,560
Borrowings		46,380
Total liabilities		613,349

Commitments and contingencies		-

Stockholders’ Deficit:
Common stock, $0.001 par value, 75,000,000 shares authorized; 33,115,000 shares issued and outstanding as of May 31, 2023		33,115
Additional paid-in capital		29,307
Accumulated deficit		(679,996	)
Accumulated other comprehensive income		4,225
Total Stockholders’ deficit		(613,349	)
Total liabilities and deficit	$	-

~~We have the ability to issue additional~~The ~~shares~~accompanying ofnotes ~~our~~are ~~common~~an ~~stock~~integral ~~and~~part ~~shares~~ of ~~preferred~~these ~~stock~~financial ~~without asking for stockholder approval, which could cause your investment to be diluted~~statements.

Our Articles of Incorporation authorizes the board of directors to issue up to 75,000,000 shares of common stock and up to 10,000,000 shares of preferred stock. The power of the board of directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval. Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting your investment.F-4

14MOMENTOUS HOLDINGS CORPORATION

~~By issuing preferred stock, we may~~STATEMENTS beOF ~~able to delay, defer, or prevent a change of control.~~OPERATIONS

Our Articles of Incorporation permits us to issue, without approval from our stockholders, a total of 10,000,000 shares of preferred stock. Our board of directors may determine the rights, preferences, privileges and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series. It is possible that our board of directors, in determining the rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions that have the effect of delaying, deferring or preventing a change in control, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and the voting and other rights of the holders of our common stock.


	Year ended
	May 31, 2023
Operating expenses:
General and administrative		7,511
Total operating expenses		7,511
Income (loss) from operations		(7,511	)
Other income (expense)
Interest (expense)		(46,451	)
Total other income (expense)		(46,451	)
Income (loss) before income taxes		(53,962	)
Provision for income taxes (benefit)		-
Net loss	$	(53,962	)

Basic earnings (loss) per common share	$	(0.00	)
Diluted earnings (loss) per common share	$	(0.00	)

Weighted -weighted average number of shares outstanding:
Basic		33,115,000
Diluted		33,115,000

WeThe accompanying ~~face~~notes ~~risks~~are ~~related~~an tointegral ~~compliance with~~part ~~corporate~~of ~~governance~~these ~~laws and~~ financial ~~reporting standard~~statements.

~~The Sarbanes~~F-Oxley Act of 2002, as well as related new rules and regulations implemented by the SEC and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These new laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting (“Section 404”), will materially increase the Company’s legal and financial compliance costs and make some activities more time-consuming, burdensome and expensive. Any failure to comply with the requirements of the Sarbanes-Oxley Act of 2002, our ability to remediate any material weaknesses that we may identify during our compliance program, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.5

~~If we fail to maintain an effective~~MOMENTOUS ~~system~~HOLDINGS ~~of internal controls, we may not be able to detect fraud or report our financial results accurately, which could harm our business and we could be subject to regulatory scrutiny.~~CORPORATION

~~We have completed a management assessment~~STATEMENTS ofOF ~~internal~~CHANGES ~~controls~~IN asSTOCKHOLDERS’ prescribed by Section 404 of the Sarbanes-Oxley Act, which we were required to do in connection with our year ended May 31, 2020. We concluded that based on our evaluation, our internal control over financial reporting was not effective as of May 31, 2020 and identified the following material weaknesses:DEFICIT

1. There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.


							Accumulated
					Additional		Other					Total
	Common Stock				Paid-in		Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Capital		Income		Deficit			Deficit
Balance, May 31, 2022		33,115,000	$	33,115	$	29,307	$	4,225	$	(626,034	)	$	(559,387	)

Net (loss)				-		-		-		(53,962	)		(53,962	)

Balance, May 31, 2023		33,115,000	$	33,115	$	29,307	$	4,225	$	(679,996	)	$	(613,349	)

2.The accompanying ~~There~~notes isare aan ~~lack~~integral ofpart ~~segregation~~ of ~~duties, in~~these ~~that~~financial ~~we only had one person performing all accounting-related duties~~statements.

~~The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.~~F-6

~~As a public company, we will incur significant~~MOMENTOUS ~~legal,~~HOLDINGS accounting and other expenses that we would not incur as a private company, including costs associated with public company reporting requirements. We will also incur costs associated with the Sarbanes-Oxley Act of 2002, as amended, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related rules implemented or to be implemented by the SEC. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers and may divert management’s attention. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.CORPORATION

15STATEMENTS OF CASH FLOWS

Substantial sales of our stock may impact the market price of our common stock.


Cash flows from operating activities of continuing operations:
Net income (loss)	$	(53,962	)
Accounts payable		1,861
Accrued liabilities		46,451
Net cash used in operating activities		(5,650	)

Cash flows from financing activities:
Related party loans		5,650
Net cash provided by financing activities		5,650

Net increase in cash and cash equivalents	$	-
Cash and cash equivalents at beginning of period		-
Cash and cash equivalents at end of period	$	-

~~Future sales of substantial amounts of~~The ~~our~~accompanying ~~common~~notes ~~stock,~~are ~~including~~an ~~shares~~integral ~~that~~part ~~we may issue upon exercise~~ of ~~options~~these ~~and~~financial ~~warrants, could adversely affect the market price of our common stock~~statements. Further, if we raise additional funds through the issuance of common stock or securities convertible into or exercisable for common stock, the percentage ownership of our stockholders will be reduced and the price of our common stock may fall.

~~There are limitations in connection with the availability of quotes and order information on the OTC Markets.~~F-7

~~Trades and quotations on the OTC Markets~~NOTES ~~involve~~TO aFINANCIALS ~~manual~~STATEMENTS ~~process~~FOR and the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmation may be delayed significantly. Consequently, one may not be able to sell shares of our Common Stock at the optimum trading prices.THE

~~There are delays in order communication~~PERIOD onENDED ~~the~~MAY 31, ~~OTC Markets.~~2023

~~Electronic processing of orders is not~~NOTE ~~available~~1 ~~for~~– ~~securities~~ORGANIZATION ~~traded~~AND onDESCRIPTION ~~the~~OF OTC Markets and high order volume and communication risks may prevent or delay the execution of one’s OTC Markets trading orders. This lack of automated order processing may affect the timeliness of order execution reporting and the availability of firm quotes for shares of our Common Stock. Heavy market volume may lead to a delay in the processing of OTC Markets security orders for shares of our Common Stock, due to the manual nature of the market. Consequently, one may not able to sell shares of our Common Stock at the optimum trading prices.BUSINESS

~~There~~We were isincorporated aas ~~risk~~Momentous ofHoldings ~~market~~Corp., ~~fraud~~“the Company”, on May 29, 2015 in the ~~OTC~~State ~~Markets~~of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers.

~~OTC~~On ~~Markets~~August 1, ~~securities~~2018, ~~are~~V ~~frequent~~Beverages ~~targets~~Limited. (“V ofBeverages”), ~~fraud~~acquired orMaxChater ~~market manipulation~~Ltd. ~~Not~~(“MaxChater”), ~~only~~for ~~because~~£1. ofMaxChater ~~their~~is ~~generally~~the ~~low~~operating ~~price,~~entity ~~but~~in ~~also because~~ the ~~OTC Markets reporting requirements~~transaction ~~for~~and ~~these~~is ~~securities~~therefore ~~are~~viewed ~~less~~as ~~stringent~~the ~~than~~predecessor entity for ~~listed~~financial orreporting ~~NASDAQ traded securities~~purposes, and noV ~~exchange~~Beverages ~~requirements~~is ~~are~~viewed ~~imposed. Dealers~~as ~~may dominate~~ the ~~market~~successor ~~and~~entity. The ~~set~~acquisition ~~prices~~of ~~that~~MaxChater ~~are~~by ~~not~~V ~~based~~Beverages onwas ~~competitive~~accounted ~~forces.~~for ~~Individuals~~using orthe ~~groups~~acquisition ~~may~~method ~~create~~of ~~fraudulent markets~~accounting, and ~~control~~ the ~~sudden,~~excess ~~sharp~~of ~~increase~~the ofconsideration paid ~~price~~over ~~and~~the ~~trading~~net ~~volume~~liabilities ~~and~~acquired, ~~the~~representing ~~equally~~goodwill ~~sudden~~on ~~collapse~~acquisition, ofwas ~~the~~fully ~~market~~impaired ~~price for~~at ~~shares~~the date of ~~our~~the ~~Common Stock~~transaction.

~~There~~On December 31, is2018, the Company entered into a ~~limitation~~Share Exchange Agreement with Andrew Eddy (“Owner”), an individual residing in ~~connection~~Great Britain and owner of 100% of the issued and outstanding capital shares of V Beverages, a company organized under the laws of ~~with~~the United Kingdom (the ~~editing~~“Share Exchange Agreement”). Pursuant to the Share Exchange Agreement, the Company acquired 100% of the issued and ~~canceling~~outstanding capital shares of ~~orders~~V onBeverages (the ~~OTC~~“Target ~~Markets~~Shares”). Upon the closing of the 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.

~~Orders~~The transaction ~~for~~has ~~OTC~~been ~~Markets~~accounted ~~securities~~for ~~may~~as ~~be canceled~~a orreverse ~~edited~~merger ~~like~~and ~~orders~~recapitalization, ~~for~~whereby ~~other~~V ~~securities.~~Beverages ~~All~~is ~~requests~~considered to ~~change~~be orthe ~~cancel~~accounting anacquirer and ~~order~~became ~~must~~a bewholly-owned ~~submitted~~subsidiary ~~to,~~of ~~received and processed by~~ the ~~OTC Markets~~Company. ~~Due~~V toBeverages ~~the~~is ~~manual~~considered ~~order~~to ~~processing~~be ~~involved~~the inaccounting ~~handling~~acquirer ~~OTC~~following ~~Markets~~the ~~trades,~~replacement of ~~order~~the ~~processing~~Momentous ~~and reporting~~Holdings ~~may~~Corp. beboard ~~delayed,~~ and ~~one~~management ~~may~~by ~~not~~V beBeverages ~~able~~management toand ~~cancel~~board ~~or edit one’s order~~member. ~~Consequently,~~Following ~~one~~the ~~may~~reverse ~~not~~merger bewe ~~able to sell~~ceased ~~its~~operations ~~shares~~ of our ~~Common~~app, ~~Stock~~the atoriginal ~~the~~business ~~optimum~~of ~~trading~~the ~~prices~~Company.

~~Increased~~We filed ~~dealer~~our ~~compensation~~Form 10-K ~~could~~for the period ended May 31, 2020 on February 26, 2021 and have been dormant since that time. On July 6, ~~adversely~~2023 ~~affect~~as ~~our~~a ~~stock~~result ~~price~~of a custodianship in Clark County, Nevada, Case Number: A-23-871246-B, Custodian Ventures LLC (“Custodian”), managed by David Lazar was appointed custodian of the Company. On the same date, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman of the Board of Directors.

~~The~~David Lazar, ~~dealer’s~~31, ~~spread~~has ~~(the~~been ~~difference between~~CEO and Chairman of the ~~bid~~Company ~~and~~since ~~ask~~July 6, ~~prices)~~2023. ~~may~~David beLazar ~~large~~is ~~and~~a ~~may~~private ~~result~~investor. inMr. ~~substantial~~Lazar ~~losses~~has tobeen ~~the~~a partner ~~seller~~at ofZenith ~~shares~~Partners ofInternational ~~our~~since ~~Common~~2013, ~~Stock~~where onhe specializes in research and development, sales, and marketing. From 2014 ~~the~~through ~~OTC~~2015, ~~Markets~~David ifwas the ~~stock~~Chief ~~must~~Executive beOfficer of Dico, Inc., which was then sold ~~immediately~~to Peekay Boutiques. ~~Further,~~Since ~~purchasers~~February of ~~shares~~2018, ofMr. Lazar ~~our~~has ~~Common~~been ~~Stock~~the ~~may~~managing ~~incur~~member anof ~~immediate “paper”~~Custodian ~~loss~~Ventures ~~due~~LLC, towhere ~~the~~he ~~price~~specializes ~~spread~~in assisting distressed public companies. ~~Moreover~~Since March 2018, David ~~dealers~~has ~~trading~~acted onas the ~~OTC~~managing ~~Markets~~member ~~may~~of ~~not~~Activist ~~have~~Investing aLLC, ~~bid~~which ~~price~~specializes ~~for~~in ~~shares~~active investing in distressed public companies. ofCurrently, ~~our~~David ~~Common~~is ~~Stock~~Chairman onand ~~the~~CEO ~~OTC~~of ~~Markets~~Titan Pharmaceuticals, Inc. ~~Due~~(“TTNP”). toDavid ~~the~~has ~~foregoing~~a diverse knowledge of financial, legal, ~~demand~~and ~~for~~operations ~~shares~~management; ofpublic ~~our~~company ~~Common~~management, ~~Stock~~accounting, onaudit ~~the~~preparation, ~~OTC~~due ~~Markets~~diligence ~~may~~reviews, beand ~~decreased or~~SEC ~~eliminated~~regulations.

16F-8

~~Item~~NOTE 2 ~~1B.~~– ~~Unresolved~~SUMMARY ~~Staff~~OF ~~Comments~~SIGNIFICANT ACCOUNTING POLICIES

~~None.~~Basis of Presentation

~~Item~~The accompanying 2financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. ~~Properties~~GAAP”).

~~Our corporate headquarters are currently~~Going located in London, United Kingdom. Our corporate address is a professional mail forwarding office where physical office space may be rented on a short-term basis for additional fees. This lease has a current monthly lease rate of £175 excluding VAT per month and has a four week notice period of termination.Concern

WeAs of ~~lease~~May 31, ~~and~~2023 ~~occupy~~the ~~approximately~~Company ~~300~~had $-0- in cash and ~~500~~ ~~square~~cash ~~feet~~equivalents. ofThe ~~industrial~~Company ~~space~~had innet ~~Tottenham~~loss ~~and~~of ~~Walthamstow~~$53,962 ~~London~~for ~~(respectively)~~the inyear ~~the~~ended ~~United~~May 31, 2023 ~~Kingdom.~~had Wenegative ~~conduct~~working ~~our~~capital ~~business operations~~of $613,349 and ~~including~~accumulated ~~administrative~~deficit ~~functions~~of $679,996 ~~production~~on May 31, ~~marketing~~2023. ~~and~~Historically, ~~sales~~the Company’s principal sources of ~~low~~liquidity ~~carbon~~have been cash provided by operating activities, ~~eco-friendly~~as ~~beverages~~well as financial support from ~~these locations~~related parties. ~~These~~The Company ~~leases~~currently ~~have~~is acustodianship and ~~combined~~expects ~~monthly~~its ~~lease~~Custodian, ~~rate~~who has a demonstrated track record of ~~approximately~~funding $1custodianships he has undertaken,~~700~~ ~~excluding~~to ~~VAT~~provide ~~per~~financing ~~month~~for the next twelve months. ~~Our~~The ~~Tottenham~~Company’s ~~lease has~~operating aresults ~~two~~for ~~week~~future ~~notice~~periods ~~period~~are ofsubject ~~termination~~to ~~with~~numerous uncertainties. ~~Walthamstow~~These ~~having~~factors ~~six~~raise ~~months~~substantial doubt about the Company’s ~~notice~~ability ~~which~~to iscontinue ~~cancelable~~as bya ~~either~~going ~~party~~concern.

~~Our~~Use of ~~fiscal year end is May 31.~~Estimates

~~Item~~The preparation 3of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities at the date of the financial statements. ~~Legal~~The ~~Proceedings~~most significant estimates relate to debt and liabilities. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

~~We are not currently subject to any material~~Cash ~~legal proceedings, however, we could be subject to legal proceedings~~ and ~~claims~~cash ~~from time to time in the ordinary course of our business. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and divert management resources.~~equivalents

~~Item~~The Company 4considers all highly liquid temporary cash investments with an original maturity of three months or less cash equivalents. ~~Mine~~As of ~~Safety~~May 31, ~~Disclosures~~2023 the Company had no cash on hand.

~~Not applicable~~Revenue Recognition

17Effective June 1, 2018, the Company adopted Accounting Standards Codification (“A.S.C.”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Results for reporting periods beginning after January 1, 2018, are presented under ASC 606. As of and for the year ended May 31, 2023, the financial statements were not impacted due to the application of Topic 606 because the Company had no revenues.

~~PART II~~Income taxes

~~Item~~The Company 5accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes.” ~~Market~~Under FASB ASC 740, deferred tax assets and liabilities are recognized for ~~Registrant’s~~the ~~Common~~future ~~Equity~~tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under FASB ASC 740, ~~Related~~the ~~Stockholder~~effect ~~Matters~~on deferred tax assets and ~~Issuer~~liabilities ~~Purchases~~of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes,” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of ~~Equity~~tax ~~Securities~~positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not sustained upon examination by taxing authorities.

~~Our~~The amount ~~common~~recognized ~~stock~~is ~~trades~~measured onas the ~~OTC~~largest ~~Markets (Pinks~~benefit ~~Marketplace~~that ~~Tier)~~is ~~under~~greater ~~the~~than ~~symbol~~50 ~~“MMNT”.~~percent ~~Very~~likely ~~limited~~to ~~trading~~be ofrealized ~~our~~upon ~~common~~ultimate ~~stock has occurred during the past two years; therefore, only limited historical price information is available~~settlement. The ~~following~~Company ~~table~~assesses ~~sets forth~~ the ~~high~~validity ~~and low closing bid prices~~ of ~~our~~its ~~common~~conclusions ~~stock~~regarding ~~(USD)~~uncertain ~~for~~tax ~~the~~positions ~~last~~quarterly ~~two~~to ~~fiscal~~determine ~~years,~~if asfacts ~~reported~~or bycircumstances have ~~OTC~~arisen ~~Markets~~that ~~Group~~might ~~Inc.~~cause ~~and~~it ~~represents inter~~to ~~dealer~~change ~~quotations,~~its ~~without~~judgment ~~retail~~regarding ~~mark-up,~~the ~~mark-down~~likelihood orof ~~commission~~a ~~and~~tax ~~may~~position’s ~~not~~sustainability beunder ~~reflective of actual transactions:~~audit.

~~We consider our stock to be “thinly traded” and any reported sale prices may not be a true market~~F-based valuation of our stock. Some of the bid quotations from the OTC Bulletin Board set forth below may reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.9

~~Stock~~Net Loss ~~Dividend~~per Share

OnThe Company ~~September~~reports 26loss per share under A.S.C. Topic 260, ~~2018~~“Earnings Per Share,” ~~the~~which ~~Company’s~~establishes computing standards and presents ~~Board~~earnings ofper ~~Directors~~share. ~~approved~~The anbasic ~~increase~~loss inper ~~the~~share ~~number~~calculation ofdivides the ~~Company’s~~net ~~total~~loss ~~issued~~allocable ~~and~~to ~~outstanding~~common stockholders by the weighted-average shares of common stock by ~~conducting~~outstanding aduring the period without considering common stock ~~dividend~~equivalents. toThe ~~its~~diluted ~~shareholders~~loss ~~where~~per ~~every~~share ~~shareholder~~calculation is ~~received~~calculated ~~six~~by ~~(6)~~adjusting the weighted-average shares of common stock outstanding for ~~every~~the ~~one (1)~~dilutive ~~share~~effect of common stock ~~held~~equivalents, including bystock ~~such~~options ~~shareholder.~~and ~~The~~warrants, ~~share~~outstanding ~~dividend~~for ~~was~~the ~~paid~~period onas ~~October~~determined ~~20,~~using ~~2018,~~the totreasury ~~shareholders~~stock ofmethod. ~~record~~For the diluted net loss asper ofshare ~~October~~calculation 12purposes, ~~2018.~~common Asstock aequivalents ~~result~~are ofexcluded ~~this~~from ~~stock~~the ~~dividend,~~calculation ~~the~~because ~~Company’s~~their ~~total~~effect ~~issued~~would be anti-dilutive. Therefore, basic and ~~outstanding~~diluted ~~shares~~net ~~increased~~loss ~~from 4,035,000~~per share applicable to ~~28,245,000~~common stockholders is the same for periods with a net loss.

2020 Fiscal Quarters (OTC Markets)	High Bid		Low Bid
First quarter	$	0.68	$	0.35
Second quarter		0.65		0.28
Third quarter		0.53		0.30
Fourth quarter		0.87		0.25

Stock-Based Compensation

2019 Fiscal Quarters (OTC Markets)	High Bid		Low Bid
First quarter	$	0.14	$	0.14
Second quarter		0.50		0.50
Third quarter		0.60		0.60
Fourth quarter		0.79		0.75

The Company accounts for stock compensation with persons classified as employees for accounting purposes under ASC 718 “Compensation-Stock Compensation,” which recognizes awards at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes Option Pricing Model. The fair value of common stock issued for services is determined based on the Company’s stock price on the issuance date.

~~Shareholders~~The expansion of Topic 718 fell under A.S.U. 2018-07 to include share-based payment transactions for acquiring goods and services from nonemployees. The measurement date for equity-classified nonemployee share-based payment awards is no longer at the earlier date at which a commitment for performance by the counterparty is reached or the date at which the counterparty’s performance is complete. Instead, the grant date is now considered the measurement date. Under today’s guidance, the measurement of nonemployee share-based payment awards with performance conditions is at the lowest aggregate fair value, often resulting in a zero value. The new A.S.U. aligns the accounting for nonemployee share-based payment awards with performance conditions with accounting for employee share-based payment awards under Topic 718 by requiring entities to consider the probability of satisfying performance conditions. Current guidance requires entities to use the contractual term for the measurement of the nonemployee share-based payment awards. The new A.S.U. allows entities to make an award-by-award election to use either the expected duration (consistent with employee share-based payment awards) or the contractual term for nonemployee awards

~~Our shares of common stock are issued in~~Recent ~~registered~~Accounting form. The registrar and transfer agent for our shares of common stock is Action Stock Transfer Corporation, 2469 E. Fort Union Blvd, Suite 214 Salt, Lake City, UT, 84121 (Telephone: (801) 274-1088; Fax: (801) 274-1099).Pronouncements

AsOther recent ofaccounting ~~February~~standards ~~26,~~issued ~~2021,~~by ~~there~~the ~~were 34~~FASB,~~165,000 shares~~ ofincluding ~~our~~its ~~common~~Emerging ~~stock~~Issues ~~outstanding~~Task Force, ~~which~~the ~~were~~American ~~held~~Institute ~~by approximately 33 record stockholders. The number~~ of ~~record~~Certified ~~holders was~~Public ~~determined~~Accountants, ~~from~~and the ~~records~~S.E.C., ofdid ~~our~~not ~~transfer~~or ~~agent~~are ~~and does~~ not ~~include~~believed ~~beneficial~~by ~~owners~~management ofto ~~shares~~have ofa ~~common~~material ~~stock~~impact ~~whose~~on ~~shares are held in~~ the ~~names~~Company’s ofpresent ~~various~~or ~~security~~future consolidated ~~brokers,~~financial ~~dealers, and registered clearing agencies~~statements.

~~Dividend Policy~~F-10

~~We have not paid any dividends on our common~~NOTE ~~stock~~3 ~~and~~– do not expect to do so in the foreseeable future. We intend to apply our earnings, if any, in expanding our operations and related activities. The payment of cash dividends in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, our financial condition and other factors deemed relevant by the Board of Directors.DEBT

18The Company filed Form 10-K for the period ended May 31, 2020 on February 26, 2021 and has been dormant since that time. On July 6, 2023 the Company entered into custodianship in Clark County, Nevada, Case Number: A-23-871246-B. On July 25, 2023, the Custodian initiated a motion to require written proof of claims for liabilities incurred by the Company. The Company currently has no assets so it is likely that creditors will not receive any payment against their liability. However for accounting purposes the Company has recorded all liabilities outstanding as of May 31, 2023 and has accrued interest on these per the original terms. As of May 31, 2023, the Company had $613,349 in liabilities on its balance sheet comprised of the following:

Securities Authorized for Issuance under Equity Compensation Plans

Schedule of debt
Accounts payable	$	40,513
Due to former related party		162,719
Convertible note, net		44,651
Derivative liability		94,640
Short term borrowings		236
Notes payable related parties		5,650
Other accrued expense and liabilities		218,560
Borrowings		46,380
Total liabilities	$	613,349

~~We do not currently have a stock option~~NOTE or4 ~~grant~~– ~~plan.~~CAPITAL STOCK

~~Recent~~As of ~~Sales~~May 31, of2023, ~~Unregistered~~the ~~Securities~~Company had 75,000,000 common shares with a par value $0.001 authorized with 33,115,000 shares issued and outstanding.

~~The following lists set forth information~~NOTE ~~regarding~~5 ~~all~~– ~~securities~~SUBSEQUENT ~~sold or granted by the Registrant within the past three years that were not registered under the Securities Act, and the consideration, if any, received by the Registrant for such securities:~~EVENTS

On ~~October 17~~ July 6, ~~2019,~~2023 ~~10,000~~as ~~shares~~a result of ~~common stock~~a ~~issued~~custodianship toin ~~one~~Clark ofCounty, ~~our~~Nevada, ~~independent~~Case ~~service~~Number: ~~providers~~A-23-871246-B, asCustodian ~~additional~~Ventures ~~compensation~~LLC ~~for~~(“Custodian”), managed ~~continued~~by ~~service~~David ~~and~~Lazar ~~deferment~~was ofappointed ~~payment owed~~custodian byof the Company. ~~for~~On ~~prior~~the ~~services~~same ~~rendered.~~date, ~~The~~Custodian ~~value~~appointed ofDavid ~~the~~Lazar ~~stock~~as ~~based~~the ~~compensation~~Company’s Chief ~~was~~Executive ~~determined~~Officer, ~~with~~President, ~~reference~~Secretary, toChief ~~the market~~Financial ~~value~~Officer, ofChief ~~the~~Executive ~~Company’s~~Officer, ~~shares~~and asChairman of ~~October~~the ~~17,~~Board ~~2019~~of Directors.

OnDavid Lazar, ~~August~~31, 8has been CEO and Chairman of the Company since July 6, ~~2019~~2023. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, 40where he specializes in research and development,~~000~~ ~~shares~~sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of ~~common~~Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. ~~stock~~Lazar ~~issued~~has ~~for~~been ~~cash~~the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the ~~amount~~managing member of $0Activist Investing LLC, which specializes in active investing in distressed public companies.~~375~~ Currently, ~~per~~David ~~share~~is ~~for~~Chairman and CEO of Titan Pharmaceuticals, Inc. (“TTNP”). David has a ~~total~~diverse knowledge of ~~$15~~financial,~~000~~ legal, and operations management; public company management, accounting, audit preparation, due diligence reviews, and SEC regulations.

On ~~May 2~~July 25, ~~2019~~2023, the weCustodian ~~issued~~initiated ~~50,000~~a ~~shares of~~motion ~~common~~to ~~stock~~require written proof of claims for ~~cash~~liabilities inincurred by the ~~amount~~Company. ofThe $0Hearing was held on August 30, 2023.50 ~~per~~was ~~share~~advanced by the judge resulting in an Order Requiring Proofs of Claim which was entered and submitted for publication once a ~~total~~week for four weeks on August 29, 2023. The Company expects an affidavit of ~~$25~~publication in early October. As of the date of this Report,~~000~~ the company’s legal counsel in Nevada has not received any claims so far.

~~On April 5, 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.~~F-11

~~On February 18, 2019, we issued 20,000~~ITEM 9. ~~shares~~CHANGES ofIN ~~common~~AND ~~stock~~DISAGREEMENTS ~~for~~WITH ~~cash~~ACCOUNTANTS inON ~~the~~ACCOUNTING ~~amount~~AND ofFINANCIAL ~~$0.50 per share for a total of $10,000.~~DISCLOSURE

~~On December 31, 2018, we issued 18,245,000~~Not shares of common stock in relation to the reverse recapitalization and the change of control of Momentous Holdings Corp., net of the cancellation of 10,000,000 shares of a former Director involving no cash payment. These shares were formally cancelled on April 17, 2019.applicable

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, general solicitation or any public offering, and the Registrant believes each transaction was exempt from the registration requirements of the Securities Act as stated aboveITEM 9A. ~~The Registrant believes that~~ ~~the~~CONTROLS ~~Section~~AND 4(a)(2) exemption applies to certain of the transactions described above because such transactions were predicated on the fact that the issuances were made only to investors who (i) confirmed to the Registrant in writing that they are accredited investors, or if not accredited, have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of their investment; and (ii) either received adequate business and financial information about the Registrant or had access, through their relationships with the Registrant, to such information. Furthermore, the Registrant affixed appropriate legends to the share certificates and instruments issued in each foregoing transaction setting forth that the securities had not been registered and the applicable restrictions on transfer.PROCEDURES

~~Item~~Evaluation of 6.Disclosure ~~Selected~~Controls ~~Financial~~and ~~Data~~Procedures.

~~Not~~Our management ~~required~~is responsible for ~~smaller~~establishing ~~reporting~~and ~~companies~~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 the principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of May 31, 2023 our disclosure controls and procedures were not effective.

~~Item 7.~~ Management’s Report ~~Discussion~~on ~~and~~Internal ~~Analysis~~Control ofover Financial ~~Condition and Result of Operations~~Reporting.

Our management ~~Management’s~~is ~~Discussion~~responsible ~~and~~for ~~Analysis contains~~establishing ~~not~~and ~~only~~maintaining ~~statements~~adequate ~~that~~internal ~~are~~control ~~historical~~over ~~facts,~~financial ~~but~~reporting ~~also~~as ~~statements~~defined ~~that~~in ~~are forward~~Rules 13a-~~looking~~ 15(~~within the meaning of Section~~f) ~~27A of the Securities Act of 1933~~ and ~~Section~~15d-15(f) ~~21E~~under of the ~~Securities~~ Exchange Act ~~of 1934)~~. ~~Forward-looking~~Our ~~statements~~internal ~~are,~~control byover ~~their very~~financial ~~nature,~~reporting ~~uncertain~~is ~~and~~designed ~~risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability~~ to ~~sustain,~~provide ~~manage,~~reasonable orassurance ~~forecast growth; our ability to successfully make and~~regarding ~~integrate~~the ~~acquisitions;~~reliability ~~existing~~of ~~government~~financial ~~regulations~~reporting and ~~changes in, or~~ the ~~failure~~preparation toof ~~comply~~financial ~~with,~~statements ~~government~~for ~~regulations; adverse~~external ~~publicity;~~purposes ~~competition; fluctuations and difficulty~~ in ~~forecasting~~accordance ~~operating~~with ~~results; changes in business strategy or development~~generally ~~plans;~~accepted ~~business~~accounting ~~disruptions;~~principles. ~~the~~Our ~~ability~~internal tocontrol ~~attract~~over ~~and~~financial ~~retain~~reporting ~~qualified~~includes ~~personnel;~~those ~~the~~policies ~~ability to protect technology;~~ and ~~other risks~~procedures that ~~might be detailed from time to time in our filings with the Securities and Exchange Commission.~~:

19● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

~~Although~~● ~~the~~provide ~~forward-looking~~reasonable ~~statements in~~assurance ~~this~~that ~~Annual~~transactions ~~Report~~are ~~reflect~~recorded ~~the~~as ~~good~~necessary ~~faith~~to ~~judgment~~permit preparation of ~~our~~financial ~~management, such~~ statements ~~can~~in ~~only~~accordance bewith ~~based~~generally onaccepted ~~facts~~accounting ~~and factors currently known by them. Consequently~~principles, and ~~because~~that ~~forward-looking~~our ~~statements~~receipts ~~are inherently subject to risks~~ and ~~uncertainties, the~~expenditures ~~actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You~~ are ~~urged~~being ~~to carefully review and consider the various disclosures~~ made byonly us in ~~this~~accordance ~~report~~with ~~and~~authorizations ~~in our other reports as we attempt to advise interested parties~~ of ~~the risks and factors that may affect~~ our ~~business,~~management ~~financial condition,~~ and ~~results~~directors; ~~of operations~~ and ~~prospects.~~

~~Overview~~● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

~~Momentous~~Because of isits ainherent ~~modern~~limitations, ~~craft~~internal ~~beverage~~control ~~company~~over financial reporting may not prevent or detect misstatements. Also, projections of ~~founded~~any inevaluation ~~2015~~of ~~that~~effectiveness isto ~~based~~future inperiods ~~London,~~are ~~United~~subject ~~Kingdom.~~to Wethe ~~design,~~risk ~~produce,~~that ~~market~~controls ~~and~~may ~~sell~~become ~~handcrafted,~~inadequate ~~award-winning~~because ~~alcohol beverage~~of ~~products~~changes ~~with~~in aconditions or ~~portfolio~~that ~~consisting~~the degree of ~~gin,~~compliance ~~vodka,~~with ~~bitter~~policies ~~and~~or ~~ready-to-drink~~procedures ~~cocktails~~may ~~(“RTD”)~~deteriorate.

Our ~~strategy is to produce premium products~~ ~~with~~management ~~minimal~~assessed ~~impact to~~ the ~~environment~~effectiveness ~~through~~of ~~the~~our ~~use~~internal ofcontrol ~~modern~~over ~~technology~~financial ~~during~~reporting ~~production.~~based ~~Our~~on ~~methods~~the ~~help~~parameters usset toforth ~~conserve energy~~above and ~~reduce~~has concluded ~~water~~that ~~waste~~as ~~whilst~~of ~~delivering~~May 31, ~~what~~2023, weour ~~believe~~internal iscontrol aover ~~superior~~financial ~~product.~~reporting Wewas ~~also~~not ~~focus~~effective onto ~~environmentally~~provide ~~friendly~~reasonable assurance ~~and~~regarding ~~recyclable~~the ~~packaging~~reliability toof ~~reduce~~financial ~~our~~reporting ~~carbon~~and ~~footprint.~~the Wepreparation ~~are~~of ~~also~~financial ~~looking~~statements tofor ~~employ~~external ~~carbon~~purposes ~~offsetting~~ in ~~order~~accordance towith U.S. ~~meet~~generally ~~our~~accepted ~~carbon neutral~~accounting ~~status~~principles ~~target~~as bya result of the ~~end~~following ofmaterial ~~2021.~~weaknesses:

~~Corporate~~● ~~Information~~The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.

~~Our~~● ~~corporate~~The ~~address~~Company isdoes 32not ~~Curzon~~have ~~Street, London,~~an ~~W1J~~independent ~~7WS,~~board United Kingdom. Our telephone number is +44-203-871-3051. Our corporate address is a professional mail forwarding office where physical office space may be rented on a short-term basis for additional fees. We conduct our business operations, including administrative functions, production, marketing and sales of ~~low~~directors ~~carbon,~~or ~~eco-friendly~~an ~~beverages~~audit ~~at our facilities that are based in Tottenham and Walthamstow, London in the United Kingdom~~committee.

~~Our corporate website is: www.vbeverages.com. The information on, or that may be, accessed from our website is not part of this annual report.~~15

~~Our~~● ~~fiscal~~The ~~year~~Company ~~end~~does isnot ~~May~~have 31written documentation of our internal control policies and procedures.

~~Successor~~● ~~and~~All ~~Predecessor~~of ~~Financial Presentation~~the Company’s financial reporting is carried out by a financial consultant.

~~Throughout the consolidated financial statements~~We ~~and~~plan into ~~this~~rectify ~~Management’s~~these ~~Discussion~~weaknesses ~~and~~by ~~Analysis~~implementing ofan ~~Financial~~independent ~~Condition~~board ~~and Results~~ of ~~Operation section~~directors, weestablishing ~~refer~~written topolicies ~~“Successor”~~ and ~~“Predecessor”.~~procedures ~~For~~for our ~~periods~~internal ~~after~~control ~~the acquisition~~ of ~~MaxChater~~financial ~~Ltd. (“MaxChater”) (since August 1~~reporting, ~~2018), our operating results~~ and ~~cash~~hiring ~~flows~~additional ~~are~~accounting ~~referred~~personnel toat assuch ~~Successor.~~time ~~For periods prior to the acquisition of MaxChater, our operating results and cash flows are referred to~~ as ~~Predecessor.~~we ~~Where~~complete ~~tables are presented in this MD&A,~~ a ~~black~~reverse ~~line separates the~~merger ~~Successor~~or ~~and~~similar ~~Predecessor~~business ~~financial information to highlight the lack of comparability between the periods~~acquisition.

~~Results~~Changes in ofInternal ~~Operations~~Control over Financial Reporting.

~~The following discussion of the financial~~There ~~condition~~has ~~and~~been ~~results~~no ofchange ~~operations should be read~~ in ~~conjunction~~our ~~with~~internal ~~the~~control ~~consolidated~~over financial ~~statements~~reporting ~~included~~during ~~herewith. This~~the ~~discussion~~year ~~should~~May 31, ~~not~~2023, ~~be construed to imply~~ that ~~the~~has ~~results~~materially ~~discussed herein will necessarily continue into the future~~affected, or ~~that~~or ~~any~~is ~~conclusion~~reasonably ~~reached~~likely ~~herein~~to ~~will~~materially ~~necessarily~~affect, beour ~~indicative~~internal ofcontrol ~~actual~~over ~~operating~~financial ~~results in the future~~reporting.

~~On August 1, 2018, V Beverages acquired MaxChater for £1 ($1)~~ITEM 9B. ~~MaxChater is viewed as the predecessor entity for financial reporting purposes, and Momentous Holdings~~ ~~Corp.~~OTHER ~~is viewed as the successor entity~~INFORMATION.

20None.

For purposes of the following discussion, we compare the combined results of Momentous Holdings Corp. for the year ended May 31, 2020 with the combined results of Momentous Holdings Corp. for the ten months ended May 31, 2019 (Successor) and the results of MaxChater for the two months ended July 31, 2018 (Predecessor).16

~~For the ten months ended May 31, 2019,~~PART ~~the Company (successor) generated total revenues of $133,699. During the two months ended July 31, 2018, MaxChater (predecessor) generated total revenues of $26,067.~~III

For the ten months ended May 31, 2019 (successor), we experienced a total comprehensive loss of $133,412, as compared to a total comprehensive loss of $18,350 for the two months ended July 31, 2018 (predecessor)ITEM 10. ~~This primarily resulted from higher operating expenses in the 2019 period, which more than offset~~ ~~the increase in revenues. The higher level of operating expense was partly attributable to higher general and administrative expenses~~DIRECTORS, ~~which~~ isEXECUTIVE ~~likely~~OFFICERS toAND ~~continue~~CORPORATE ~~given the costs of maintaining the company as a public company.~~GOVERNANCE

~~Our~~The following ~~revenues,~~table ~~operating~~sets ~~expenses,~~forth the names and ~~net~~positions of our executive officers and directors. Directors will be elected at our annual meeting ~~operating~~of ~~loss~~stockholders ~~were~~and asserve ~~follows:~~for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.

~~Revenues~~David Lazar, 33, has been CEO and Chairman of the Company since July 6. 2023. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations. Current Mr. Lazar is Chairman and CEO of Titan Pharmaceuticals, Inc.

Our revenue for the year ended May 31, 2020 was $175,877, as compared our revenue for the ten months ended May 31, 2019 (successor) was $133,699. For the two months ended July 31, 2018 (predecessor) revenue was $26,067. These revenues were generated from sales of our Victory branded products. The increase in revenue in the year ended 2020 is primarily attributable to our increased product range.

MARKET			FROM		TO
NAME OF ISSUER	TRADED ON	POSITION(S) HELD	MM	YYYY	MM	YYYY
Rarus Technologies, Inc. (RARS)	OTCBB	CEO, Director	01	2018	05	2018
DRS, Inc. (DRSX)		CEO, Director	07	2018	11	2018
Energenx, Inc. (EENX)	OTC	CEO	03	2018	07	2018
Melt, Inc. (MLTC)	OTC	Director	10	2018	03	2019
Nevtah Capital Management Corporation (NTAH)	OTC – US	President, Chief Executive Officer & Secretary	03	2019	05	2020
Mediashift, Inc. (MSHFQ)	OTC	Chairman, President, CEO, CFO & Secretary	03	2019	09	2019
Sollensys Corp. (SOLS)	OTC Market	President, CEO, Secretary & Director	12	2019	08	2020
Foru Holdings, Inc (FORU)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	Current
Superbox, Inc (SBOX)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	02	2021
Petrone Worldwide, Inc (PFWIQ)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	09	2020
Gushen, Inc (GSHN)	OTC – US	Chairman, President, CEO, CFO & Secretary	03	2020	12	2020
Reliance Global Group Inc. (RELI)	OTC	Director	03	2020	06	2020
GHAR, Inc. (GHAR)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	06	2020
PhoneBrasil (PHBR)	OTC Markets	Chairman, President, CEO, CFO & Secretary	08	2020	12	2020
XXStream Entertainment, Inc.	OTC Markets	Chairman, President, CEO, CFO & Secretary	07	2020	12	2020

~~Operating Expenses~~17

Our operating expenses for the year ended May 31, 2020 were $325,452, as compared to operating expenses for the ten months ended May 31, 2019 (successor) of $174,628. For the two months ended July 31, 2018 (predecessor) operating expenses were $27,358. Our operating expenses increased due to increased personnel, professional, legal and accounting expenses during the year.

Adorbs Inc.	N/A	Chairman, President, CEO, CFO & Secretary	07	2020	03	2022
China Botanic Pharmaceutical, Inc(CBPI)	OTC Markets	Chairman, President, CEO, CFO & Secretary	02	2021	08	2021
C2E Energy Inc. (OOGI)	OTC Markets	Chairman, President, CEO, CFO & Secretary	02	2021	06	2021
Finotec (FTGI)	OTC Markets	Chairman, President, CEO, CFO & Secretary	03	2020	01	2021
3D Makerjet Inc. (MRJT)	OTC Markets	Chairman, President, CEO, CFO & Secretary	07	2020	03	2021
Pan Global Corp. (PGLO)	OTC Markets	Chairman, President, CEO, CFO & Secretary	07	2020	07	2021
Balincan International, Inc. (ALTB)	OTC Markets	Chairman, President, CEO, CFO & Secretary	08	2021	02	2022
Shengshi Elevator International(SSDT)	OTC Markets	Chairman, President, CEO, CFO & Secretary	05	2021	12	2021
Romulus Corp. (RMLS)	OTC Markets	Chairman, President, CEO, CFO & Secretary	08	2021	08	2021

~~Other~~David Lazar ~~Comprehensive~~was ~~Income/~~also the sole officer and director of Shentang International, Inc. (~~Loss~~“Shentang”), which is a blank check company. On April 29, 2020, Plentiful Limited, a Samoan company, purchased 10,000,000 shares of Shentang’s preferred stock, par value $0.001 per share, representing 98% of the voting stock, from Custodian Ventures for $225,000. This concluded Mr. Lazar’s association with Shentang. A business combination has yet to occur. Shentang has not registered any offerings under the Securities Act.

~~Other~~David Lazar ~~comprehensive~~was ~~income~~also ~~for~~ the ~~year ended~~sole ~~May~~officer 31and director of Guozi Zhongyu Capital Holdings (formerly Melt Inc.) (“Guozi”), ~~2020~~which was a ~~$70~~blank check company. On February 27, as2019, ~~compared~~Zhicheng toRAO, ~~other~~purchased ~~comprehensive~~2,185,710,000 ~~income~~shares ~~for~~of ~~the~~Guozi’s ~~ten~~common ~~months~~stock, ~~ended~~par ~~May~~value $0.00001 31per share, ~~2019~~from ~~(successor)~~Custodian ofVentures for $4325,~~468. For~~000, representing 99% of the ~~two~~voting ~~months~~stock. ~~ended~~This ~~July~~concluded ~~31,~~Mr. ~~2018~~Lazar’s ~~(predecessor),~~association with ~~other~~Guozi. ~~comprehensive~~Guozi ~~income~~has ~~was~~not ~~$2,819~~registered any offerings under the Securities Act.

~~Total~~David Lazar ~~Comprehensive~~was ~~Loss~~also the sole officer and director of Cang Bao Tian Xia International Art Trade Center Inc. (formerly Zhongchai Machinery, Inc.) (“Cang”), which is a blank check company. On December 16, 2018, Xingtao Zhou and Yaqin Fu purchased 3,096,200 shares of common stock and 10,000,000 shares (the “Shares”) of preferred stock, each par value $0.001 per share, representing approximately 99% of the voting capital, from Custodian Ventures for $375,000. This concluded Mr. Lazar’s association with Cang. A business combination has yet to occur. Cang has not registered any offerings under the Securities Act.

~~Our~~Except for ~~total~~GHAR, ~~comprehensive~~Inc, ~~loss~~Adorbs, ~~for~~Inc. ~~the~~and ~~year ended~~Reliance ~~May~~Global ~~31,~~Group ~~2020 was $288~~Inc.,~~659,~~ asMr. ~~compared~~Lazar totook ~~the~~control ~~total~~of ~~comprehensive~~all ~~loss~~of ~~for~~ the ~~ten~~companies ~~months~~listed ~~ended~~by ~~May~~becoming ~~31,~~the ~~2019 (successor)~~Court-appointed ofcustodian ~~$133,412.~~through ~~For~~Custodian ~~the~~Ventures ~~two~~LLC ~~months~~and ~~ended~~entity ~~July~~in ~~31,~~which ~~2018~~he ~~(predecessor)~~is the ~~total~~managing ~~comprehensive loss was $18,350~~member.

~~The increase in total comprehensive loss~~Election isof ~~attributable~~Directors ~~to the change in business focus to the alcohol beverage industry along with increased legal~~ and ~~audit fees.~~Officers

~~Liquidity~~Directors are elected to serve until the next annual meeting of stockholders and ~~Capital~~until ~~Resources~~their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have been elected and qualified.

As of May 31, 2020, we had total current assets of $36,800, consisting of cash of $1,252, inventory of $9,857, accounts receivable of $13,799 and prepayments and other receivables of $6,712. We had current liabilities of $420,105 as of May 31, 2020. We therefore had a working capital deficit of $383,305 as of May 31, 2020.18

21Audit Committee

The company received further funds due under the convertible loan note after the balance sheet date and prior to the issue of this report of $121,000. Our ability to operate beyond May 31, 2020, however remains contingent upon 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, 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~~committees ~~commitments or arrangements for the sales~~ of ~~stock or~~ the ~~advancement~~ orBoard ~~loan~~as ofwe ~~funds~~only athave ~~this~~one ~~time~~director. ~~There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.~~

~~Going Concern~~Director Independence

~~Our total current assets were $36,800,~~We ~~consisting~~do ofnot ~~cash~~currently ofhave ~~$1,252,~~any ~~inventory~~independent ~~of $9,857, accounts receivable of $13,799 and prepayments and other receivables of $6,712~~directors. ~~These~~ ~~amounts~~We doevaluate ~~not~~independence ~~provide~~by ~~adequate~~the ~~working~~standards ~~capital~~ for usdirector toindependence ~~successfully~~established ~~operate~~by ~~our business and to service our debt. This~~Marketplace ~~raises substantial doubt about our ability to continue as~~ Rule 5605(a)(2) ~~going~~of ~~concern.~~the ~~Our~~Nasdaq ~~continuation~~Stock asMarket, ~~a going concern is dependent upon obtaining additional working capital~~Inc.

~~Item~~Board Leadership ~~7A. Quantitative and Qualitative Disclosures About Market Risk~~Structure

AsWe have achosen ~~smaller~~to ~~reporting~~combine ~~Company,~~the asChief ~~defined by~~Executive ~~Item~~Officer 10and ofBoard ~~regulation~~Chairman ~~S-K,~~positions ~~the~~since ~~Company~~one person is ~~not~~our ~~required~~sole toofficer ~~provide~~and ~~this information~~director.

~~Item~~Code of ~~8. Financial Statements and Supplementary Data~~Ethics

~~The~~Our Board ~~financial~~has ~~statements~~not ~~appear~~adopted ~~beginning on~~a ~~page~~Code ~~F-3,~~of ~~immediately~~Ethics ~~following~~due to the ~~signature~~Company’s ~~page~~size and lack of employees. As of the date of this ~~report~~Report, our sole director is also our Chief Executive Officer.

~~Item~~Delinquent Section 16(a) ~~9. Changes in and Disagreements with Accountants and Financial Disclosure~~Reports

~~Since~~Section 16(a) of ~~October~~the 9Exchange Act requires the Company’s directors, ~~2018~~executive officers, ~~Prager~~and ~~Metis~~persons ~~CPAs LLC~~who ~~(“Prager”),~~own ~~has~~more ~~been~~than 10% of the Company’s Common ~~independent~~Stock ~~registered~~to ~~public~~file ~~accounting~~initial ~~firm.~~reports Onof ~~September~~ownership ~~10,~~and ~~2019,~~ changes in ownership of the Company’s ~~Board~~Common ofStock ~~Directors~~with ~~approved~~the S.E.C. These individuals are required by the ~~dismissal~~regulations of ~~Prager~~the asS.E.C. to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us none of Company’s ~~independent~~directors, ~~registered~~executive ~~public~~officers, ~~accounting~~and persons who ~~firm~~own more than 10% of the Company’s Common Stock failed to comply with Section 16(a) filing requirements.

~~During the period that Prager served as~~ITEM 11. ~~the~~EXECUTIVE ~~Company’s independent registered public accounting firm, it did not issue any audit reports concerning the Company’s financial statements for any of its fiscal years.~~COMPENSATION

~~During~~The following ~~the~~information ~~period~~is ~~that~~related ~~Prager~~to ~~served as~~ the ~~Company’s~~compensation ~~independent~~paid, ~~registered public accounting firm~~distributed, ~~there~~or ~~were~~accrued noby ~~“disagreements”~~us ~~(as~~for ~~defined~~the infiscal ~~Item 304(a)(1)(iv)~~year ofended ~~Regulation S-K and related instructions) with Prager on any matter of accounting principles or practices~~May 31, ~~financial~~2023 ~~statement~~to ~~disclosure~~our orChief ~~auditing~~Executive ~~scope~~Officer or(principal ~~procedure,~~executive ~~which~~officer) ~~disagreements~~during ~~if not resolved to~~ the ~~satisfaction~~last offiscal ~~Prager~~year ~~would~~and ~~have caused~~the ~~Prager~~two toother ~~make~~most ~~reference~~highly ~~thereto~~compensated inexecutive officers ~~its~~serving ~~reports.~~as ~~During~~of the ~~period~~end ~~that~~of ~~Prager~~the ~~served~~last asfiscal ~~the~~year ~~Company’s~~whose ~~independent registered~~compensation ~~public~~exceeded ~~accounting firm~~$100,000 ~~there~~(the ~~have been no~~ “~~reportable~~Named ~~events”~~Executive ~~(as defined in Item 304(a~~Officers”)~~(1)(v) of Regulation S-K).~~:

~~The Company provided Prager with a~~We ~~copy~~did ofnot ~~the~~pay ~~disclosure~~any itcompensation ~~is making herein in response~~ to ~~Item~~our ~~304(a)~~Chief ofExecutive ~~Regulation~~Officers ~~S-K and requested that Prager furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission~~ (the “~~SEC”),~~Named ~~pursuant~~Executive ~~to Item 304(a~~Officers”)~~(3)~~ ofduring ~~Regulation S-K, stating whether or not Prager agrees with~~ the ~~statements~~last ~~related~~two ~~to them made by the~~fiscal ~~Company in this report~~years. ~~Upon the Company’s receipt of Prager’s letter to the SEC, the Company will file an amendment to this annual report and attach a copy of such letter as Exhibit 16.1 hereto.~~

~~(b) On September 10,~~Named ~~2019,~~Executive ~~the~~Officer ~~Company~~Employment engaged MaloneBailey, LLP (“MB”) with offices located in Houston, Texas, as the Company’s independent accountant to audit the Company’s consolidated financial statements and to perform reviews of interim financial statements. During the fiscal year ended May 31, 2020, and then through February 26, 2021, neither the Company nor anyone acting on its behalf consulted with MB regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by MB on the Company’s consolidated financial statements; or (ii) any matter that was either the subject of a disagreement with Prager or a reportable event with respect to Prager.Agreements

22None.

~~Item 9A. Controls and Procedures~~Termination Provisions

~~Evaluation~~As of the date of ~~Disclosure~~this ~~Controls~~Report, ~~and~~we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments ~~Procedures~~to a Named Executive Officer at, following, or in connection with any termination, including without limitation resignation, severance, retirement or a constructive termination of a Named Executive Officer, or a change in control of the Company or a change in the Named Executive Officer’s responsibilities, with respect to each Named Executive Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officers to allow timely decisions regarding required disclosure.19

~~We carried out an evaluation of the effectiveness~~Outstanding ofEquity ~~the~~Awards ~~design~~at ~~and~~Fiscal ~~operation~~Year of our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) as of May 31, 2020. Based upon that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of May 31, 2020 due to a lack of segregation of duties.End

~~Evaluation~~As of May 31, 2023 none of ~~Internal~~our ~~Controls~~Named ~~and~~Executive Officers held any unexercised options, stock that have not vested, or other equity incentive ~~Procedures~~plan awards.

~~We are responsible for establishing and~~Director maintaining adequate internal control over financial reporting as such term is defined by Securities Exchange Act Rule 13a-15(f). Our internal controls are designed to provide reasonable assurance as to the reliability of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States.Compensation

~~Internal control over financial reporting~~To ~~has inherent limitations and may not prevent or detect misstatements. Therefore~~date, ~~even~~we ~~those~~have ~~systems determined to be effective can provide only reasonable,~~ not ~~absolute,~~paid ~~assurance~~our ~~with~~director ~~respect~~any tocompensation ~~financial~~for ~~statement~~services ~~preparation~~on ~~and~~our ~~presentation~~Board. ~~Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.~~

~~A material weakness is a deficiency, or~~Equity aCompensation ~~combination~~Plan 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 will not be prevented or detected on a timely basis.Information

~~Under the supervision and with the participation~~The ofCompany ~~our~~does ~~Chief~~not ~~Executive Officer, we~~ have ~~evaluated~~any ~~the~~securities ~~effectiveness~~authorized offor ~~our~~issuance ~~internal~~or ~~control~~outstanding ~~over~~under ~~financial~~an ~~reporting~~equity ascompensation ofplan ~~May 31,~~or ~~2020,~~equity ~~as required by Securities Exchange Act Rule 13a-15(c). In making our assessment, we have utilized the criteria set forth~~compensation bygrants ~~the~~made ~~2013~~outside ~~Internal Control Integrated Framework issued by the Committee~~ of ~~Sponsoring~~such ~~Organizations~~a ~~of the Treadway Commission~~plan. ~~We concluded that based on our evaluation, our internal control over financial reporting was not effective as of May 31, 2020 and identified the following material weaknesses:~~

1ITEM 12. ~~There are insufficient written policies~~ ~~and~~SECURITY ~~procedures~~OWNERSHIP toOF ~~insure~~CERTAIN ~~the~~BENEFICIAL ~~correct~~OWNERS ~~application~~AND ofMANAGEMENT ~~accounting~~AND ~~and~~RELATED ~~financial~~STOCKHOLDER ~~reporting with respect to the current requirements of GAAP and SEC disclosure requirements.~~MATTERS

2.The following ~~There~~table sets forth certain information regarding beneficial ownership of the Company’s Common Stock as of May 31, 2023 by (i) each person who is aknown ~~lack~~by the Company to own beneficially more than 5% of ~~segregation~~any classes of ~~duties~~outstanding Common Stock, (ii) ineach ~~that~~director weof ~~only~~the ~~had~~Company, ~~one~~(iii) ~~person~~each ~~performing~~of the Chief Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all ~~accounting-related~~directors ~~duties~~and executive officers of the Company as a group based upon 33,115,000 shares outstanding.

3. There is a lack of a formal approval process for related party transactions.

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership		% of Common Stock
David Lazar	Common		20,000		Less than 1	%

DIRECTORS AND OFFICERS – TOTAL (One Officer and Director)			20,000		Less than 1	%

5% SHAREHOLDERS

Andrew Eddy	Common		15,750,000		47.6	%
32 Curzon St. London, UK

James Horan	Common		7,500,000		22.6	%
Cambridge, Heath Rod London, UK

~~The Company is neither an accelerated filer~~ITEM 13. ~~nor~~CERTAIN aRELATIONSHIPS ~~large~~AND ~~accelerated~~RELATED ~~filer~~TRANSACTIONS, asAND ~~defined~~DIRECTOR in Rule 12b-2 under the Exchange Act, and there is not otherwise included in this Annual Report an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not required to be attested by the Company’s registered public accounting firm pursuant to Item 308(b) of Regulation S-K.INDEPENDENCE

~~Changes in Internal Control over Financial~~Not ~~Reporting~~applicable.

~~There were no changes in our internal control~~ITEM 14. ~~over~~PRINCIPAL ~~financial~~ACCOUNTANT ~~reporting~~FEES ~~that~~AND occurred during the year ended May 31, 2020, or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.SERVICES

~~Item~~For the ~~9B.~~year ~~Other~~ended ~~Information~~May 31, 2023 the Company paid $5,000 in accounting fees.

~~None.~~20

23PART IV

ITEM ~~PART~~15. EXHIBITS ~~III~~AND FINANCIAL STATEMENT SCHEDULES

Item 10. Directors, Executive Officers and Corporate Governance

31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

32.1		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

101.INS		XBRL Instance Document (furnished herewith)*

101.SCH		XBRL Taxonomy Extension Schema Document (furnished herewith)*

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)*

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)*

101.LAB		XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)*

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)*

~~The Company’s executive officers and directors and their respective age as of May 31, 2020 are as follows:~~21

~~Directors:~~SIGNATURES

Name of Director		Age
Andrew Eddy		37
Andrew Parry		39

In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Executive Officers as of May 31, 2020:

	MOMENTOUS HOLDINGS CORPORATION

Dated: September 15, 2023	By:	/s/ David Lazar
		David Lazar
		Chief Executive Officer (Principal Executive Officer)

~~The following table lists our directors and provides their respective ages and titles as of May 31, 2020:~~22

Name	Age	Title	Director Since
Andrew Eddy	37	Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director	2019
Max Chater	32	Chief Operations Officer & Chief Distiller	2019

The term of office for each director is one year, or until the next annual meeting of the shareholders.

Biographical Information

Set forth below is a brief description of the background and business experience of our officers and director for the past year.

Andrew Eddy - President, CEO, Secretary, Chief Financial Officer, Treasurer and Director

Andrew Eddy has been our Chief Executive Officer, Secretary, Chief Financial Officer Treasurer and Director since February 15, 2019.

Mr. Eddy is a well regarded and proven Executive Director, with a wealth of experience within sales, marketing and ecologically friendly business ventures.

From April 2011 to March, 2013, Mr. Eddy worked for Sensation Group, a United Kingdom based national events and publishing group where Mr. Eddy worked primarily as an Editor, and oversaw various events such as large scale festivals.

From March 2013 to March 2015, Mr. Eddy founded and served on the Board of Directors of HW Magazine. He built a readership of 10,000, with a reach of 14 countries and was integral to multiple national events.

In March 2015, Mr. Eddy joined VGE Ltd as their Sales Director. VGE is a leading United Kingdom based Real Estate development firm at the forefront of the design, development and build of carbon neutral sustainable homes which encompass cutting edge smart control systems and technologies. He has single-handedly driven sales from inception to over $50M during his tenure.

Mr. Eddy 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.

Max Chater – Chief Operations Officer & Chief Distiller

Max Chater has been our Chief Operations Officer & Chief Distiller since June 10, 2019.

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 MaxChater Ltd. and 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.

Andrew Parry – Non-Executive Director

Andrew Parry has been a Non-Executive Director since February 12, 2019.

Mr. Parry is a classically trained Chef with extensive experience within the brewery, pub, restaurant, bar and hotel trade across Europe.

From April, 2012 to July, 2013, Mr. Parry was the General and Operational Manager for the Thwaites Brewery owned Sportsman's.

From August, 2013 to June, 2016, Mr. Parry was responsible for the management of the Hanmer Hotel, a boutique hotel with conferencing, function and restaurant facilities.

Since July 2016, Mr. Parry has primarily overseen investments in the food & beverage industry, and industry interests across Europe, primarily in the United Kingdom and Greece. Mr. Parry also provides industry related management services on an ad-hoc basis.

Mr. Parry 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.

Corporate Governance

Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only one director and one officer, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

Audit Committee. We have not established an Audit Committee because of our limited operations; and because we have only one director and one officer, we believe that we are able to effectively manage the issues normally considered by an Audit Committee.

Code of Ethics. We have not adopted a Code of Ethics for our principal executive and financial officer.

Item 11. Executive Summary and Compensation

Executive Compensation

Name and Position	Fiscal Year	Salary	Bonus	Other annual Compensation	Restricted Stock Award (s)	Securities Underling Options	LTIP Payouts	All other Compensation
Andrew Eddy	2020	$30,000	0	0	0	0	0	$0
Max Chater	2020	$44,000	0	0	0	0	0	$0

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

The following table sets forth information regarding the beneficial ownership of our common stock as of May 31, 2020 by:

• each person or group of affiliated persons who we know beneficially owns more than 5% of our common stock; and

• each of our directors and named executive officers;

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable common share property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders set forth below is 32 Curzon Street, London, W1J 7WS, United Kingdom.

NAME	TOTAL SHARES OWNED	PERCENTAGE
Andrew Eddy	10,625,250	31.1%
Max Chater	5,124,750	15.0%

Item 13. Certain Relationships and Related Transactions and Director Independence

During fiscal year 2020, there were no other material transactions between the Company and any officer, director or related party that has not been disclosed in footnote 9 to the financial statements. Additionally, there are no officers, directors or other related parties that since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

• The Officers and Directors; Any person proposed as a nominee for election as a director; • Any other person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock; • Any relative or spouse of any of the foregoing persons who have the same house as such person; and • Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.

Item 14. Audit fees

The aggregate fees billed by our principal accountant for the audit of our annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal years ended May 31, 2020 and May 31, 2019, were approximately $52,650 and $29,955 respectively.

Tax Fees

The fees billed for professional services rendered by our principal accountant for tax compliance, tax advice and tax planning for the fiscal years ended May 31, 2020 and 2019 were $0 and $0 respectively.

All other fees

There were no fees billed for other products or services provided by our principal accountant for 2020 or 2019.

PART IV

Item 15. Exhibits, Financial Statements, Schedules

(a) Financial Statements and Schedules.

The following documents have been filed as a part of this annual report on Form 10-K. The financial statements and schedules required to be filed hereunder are set forth at the end of this Annual Report on Form 10-K beginning on page F-1, and are accompanied by a Financial Statements Index.

Exhibits.

The Exhibit Index attached behind the signature page is incorporated herein by reference.

SIGNATURES

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

MOMENTOUS HOLDINGS CORP. (Name of Registrant as Specified in Charter) By: /s/ Andrew Eddy Name: Andrew Eddy Title: Chief Executive Officer

Date: February 26, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the 19th day of October, 2020 by the following persons on behalf of the registrant and in the capacities indicated.

Name Title /s/ Andrew Eddy Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director Andrew Eddy /s/ Andrew Parry Director Andrew Parry

EXHIBIT INDEX

Exhibit No.	SEC Ref. No.	Title of Document
1	31.1	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
2	31.2	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3	32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
4	101	XBRL Reports

CONSOLIDATED FINANCIAL STATEMENTS INDEX

	Page
Report of Independent registered accounting firm	F-2
Consolidated Balance Sheets as of May 31, 2020 and May 31, 2019	F-3
Consolidated Statements of Operations and Comprehensive Loss for the period ended May 31, 2020, period ended May 31, 2019 and period ended July 31, 2018	F-4
Consolidated Statement of Shareholder’s Equity for the period ended May 31, 2020, period ended May 31, 2019 and period ended July 31, 2018	F-5
Consolidated Statements of Cash Flows for the period ended May 31, 2020, period ended May 31, 2019 and period ended July 31, 2018	F-6
Notes to the Consolidated Financial Statements	F-7 to F-17

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Momentous Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Momentous Holdings Corp. and its subsidiaries (collectively, the “Company”) as of May 31, 2020 and 2019, the related consolidated statements of operations and other comprehensive loss, consolidated statements of changes in stockholders’ deficit, and cash flows for year ended May 31, 2020, and for the period from August 1, 2018 through May 31, 2019, and the related notes and we have audited the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from June 1, 2018 through July 31, 2018 for Max Chater Ltd, (the “Predecessor”) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2020 and 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2019

Houston, Texas

February 26, 2021

F-2

Momentous Holdings Corp.

Consolidated Balance Sheets

	May 31,			May 31,
	2020			2019
ASSETS
Current Assets
Cash	$	1,252		$	4,840
Inventory		9,857			–
Accounts receivable		13,799			17,309
Accounts receivable from related party		5,180			2,238
Prepaid expenses and other		6,712			3,484
Total Current Assets		36,800			27,871
Intangible asset		47,231			48,125
Property and equipment, net of accumulated depreciation of $3,692 and $1,971, respectively		7,767			1,899
TOTAL ASSETS	$	91,798		$	77,895
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	38,652		$	10,470
Due to related parties		162,719			96,615
Convertible note payable, net of unamortized discount of $86,444		44,651			–
Derivative liability		94,640			–
Short term borrowings		236			17,424
Other accrued expenses and liabilities		79,207			59,914
Total Current Liabilities		420,105			184,423
Non Current Liabilities:
Borrowings	$	46,380		$	–
Total Non Current Liabilities		46,380			–
TOTAL LIABILITIES	$	466,485		$	184,423
Stockholders' Deficit
Common stock, $0.001 par value, 75,000,000 shares authorized; 34,165,000 and 34,115,000 issued and outstanding as of May 31, 2020 and May 31, 2019, respectively		34,165			34,115
Additional paid-in capital		28,257			7,807
Accumulated deficit		(441,334	)		(152,605	)
Accumulated other comprehensive income		4,225			4,155
Total Stockholders' Deficit		(374,687	)		(106,528	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	91,798		$	77,895

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

F-3

Momentous Holdings Corp.

Consolidated Statements of Operations And Other Comprehensive Loss

	Year			August 1, 2018			June 1, 2018
	ended			through			through
	May 31,			May 31,			July 31,
	2020			2019			2018
	(Successor)			(Successor)			(Predecessor)
Revenues
Sales	$	175,877		$	131,328		$	23,938
Sales to related party		–			2,371			2,129
		175,877			133,699			26,067
Cost of goods sold		(145,612	)		(104,777	)		(22,559	)
Gross Profit		30,265			28,922			3,508
Operating Expenses
General and administrative expenses		(313,279	)		(170,298	)		(26,949	)
Selling and distribution expenses		(12,173	)		(4,330	)		(409	)
Total Operating Expenses		(325,452	)		(174,628	)		(27,358	)
Operating Loss		(295,187	)		(145,706	)		(23,850	)
Other income		19,549			8,491			2,681
Gain on change in fair value of derivative liability		33,360			–			–
Interest expense		(46,451	)		(665	)		–
Loss before income taxes		(288,729	)		(137,880	)		(21,169	)
Income Taxes		–			–			–
Net Loss	$	(288,729	)	$	(137,880	)	$	(21,169	)
Other Comprehensive Income
Foreign currency translation adjustment		70			4,468			2,819
Total Comprehensive Loss	$	(288,659	)	$	(133,412	)	$	(18,350	)
Net Loss per Share: Basic and Diluted	$	0.01		$	0.01		$	211.69
Weighted Average Number of Shares Outstanding: Basic and Diluted		34,153,795			24,802,541			100

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

F-4

Momentous Holdings Corp.

Consolidated Statements of Changes in Stockholders' Deficit

	Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stakeholders’
	Shares		Amount		Capital			Deficit			Loss			Deficit
PREDECESSOR
Balances, June 1, 2018		100		129		–			(31,725	)		363			(31,233	)
Net loss		–		–		–			(21,169	)		–			(21,169	)
Foreign currency translation adjustment		–		–		–			–			2,819			2,819
Balances, July 31, 2018		100	$	129	$	–		$	(52,894	)	$	3,182		$	(49,583	)
SUCCESSOR
Balances, July 31, 2018		15,750,000	$	15,750	$	(15,750	)	$	(14,725	)	$	(313	)	$	(15,038	)
Net loss		–		–		–			(137,880	)		–			(137,880	)
Reverse recapitalization		18,245,000		18,245		(36,323	)		–			–			(18,078	)
Issuance of common stock issued for cash		120,000		120		59,880			–			–			60,000
Foreign currency translation adjustment		–		–		–			–			4,468			4,468
Balance, May 31, 2019		34,115,000	$	34,115	$	7,807		$	(152,605	)	$	4,155		$	(106,528	)
Balance, May 31, 2019		34,115,000	$	34,115	$	7,807		$	(152,605	)	$	4,155			(106,528	)
Net loss		–		–		–			(288,729	)		–			(288,729	)
Issuance of common stock issued for cash		40,000		40		14,960			–			–			15,000
Issuance of common stock issued for services provided		10,000		10		5,490			–			–			5,500
Foreign currency translation adjustment		–		–		–			–			70			70
Balance, May 31, 2020		34,165,000	$	34,165	$	28,257		$	(441,334	)	$	4,225		$	(374,687	)

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

F-5

Momentous Holdings Corp.

Statements of Consolidated Cash Flows

	Year			August 1, 2018			June 1, 2018
	ended			through			through
	May 31,			May 31,			July 31,
	2020			2019			2018
	(Successor)			(Successor)			(Predecessor)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(288,729	)	$	(137,880	)	$	(21,169	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense		1,721			1,971			265
Loss on goodwill impairment		–			49,581			–
Gain on change in fair value of derivative liability		(33,360	)		–			–
Amortization of debt discount		41,556			–			–
Issue of common stock for services		5,500			–			–
Changes in assets and liabilities:					–			–
Inventory		(9,857	)		–			–
Accounts payable		28,182			2,501			747
Accounts receivable - third party		3,510			597			(6,276	)
Accounts receivable - related party		(2,942	)		3,997			8,006
Prepaid expenses and other		(3,228	)		(3,378	)		1,239
Other accrued expenses and liabilities - accruals		7,491			9,485			155
Other accrued expenses and liabilities - taxes payable		11,802			17,531			5,107
Net cash used in operating activities		(238,354	)		(55,595	)		(11,926	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(7,660	)		(1,280	)		(3,179	)
Cash received on reverse merger		–			196			–
Net cash used in investing activities		(7,660	)		(1,084	)		(3,179	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock		15,000			60,000			–
Proceeds from issue of convertible note payable		128,000			–			–
Loans advanced		46,380			11,573			–
Loans repaid		(2,343	)		(9,132	)		–
Related party loans advanced		74,146			1,515			–
Bank overdraft		(17,188	)		–			7,481
Related party loans repaid		(6,419	)		(5,225	)		–
Net cash provided by financing activities		237,576			58,731			7,481
Effect of exchange rate changes on cash		4,850			2,590			2,821
Changes in cash		(3,588	)		4,642			(4,803	)
Cash at beginning of year/period		4,840			198			4,803
Cash at end of year/period	$	1,252		$	4,840		$	–
Significant Non-Cash Investing and Financing Transactions
Common stock issued in reverse merger, net of cash received	$	–		$	18,078		$	–
Derivative liability from convertible debt	$	128,000			–			–
Interest expense forming part of convertible debt	$	3,095			–			–

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

F-6

Momentous Holdings Corp.

Notes to the Financial Statements

May 31, 2020

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

We were incorporated as Momentous Holdings Corp., “the Company”, on May 29, 2015 in the State of Nevada for the purpose of designing, acquiring and developing mobile apps and mobile software for download by end consumers.

On August 1, 2018, V Beverages Limited. (“V Beverages”), acquired MaxChater Ltd. (“MaxChater”), for £1. MaxChater is the operating entity in the 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 MaxChater by V Beverages was accounted for using the acquisition method of accounting, and the excess of the consideration paid over the net liabilities acquired, representing goodwill on acquisition, was fully impaired at the date of the transaction, as further described in Note 10.

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, 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 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.

The transaction has been accounted for as a reverse merger and recapitalization, whereby V Beverages is considered to be the 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.

Throughout the consolidated financial statements, we refer to “Successor” and “Predecessor”. For periods after the acquisition of MaxChater Ltd. (since August 1, 2018), our operating results and cash flows are referred to as Successor. For periods prior to the acquisition of MaxChater Ltd., our operating results and cash flows are referred to as Predecessor. Where tables are presented, a black line separates the Successor and Predecessor financial information to highlight the lack of comparability between the periods.

The consolidated financial statements for the period from August 1, 2018 to May 31, 2019 (successor) and as at that date, comprise the financial statements of V Beverages and MaxChater.

The financial statements for the period ended July 31, 2018 (predecessor – separated by black bar) comprise the financial statements of MaxChater Ltd. for the period from June 1, 2018 to July 31, 2018.

NOTE 2 – 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 had a working capital deficit of $383,305, a total stockholders’ deficit of $374,687 at May 31, 2020 and accumulated losses at that date of $441,334. 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 ongoing coronavirus pandemic, which arose during the fourth quarter of the fiscal year, has also had a significant impact on the ability of the Company to continue as a going concern. Further details of the impact of the coronavirus pandemic on the Company’s operations are set out in Note 14 ‘Subsequent Events’. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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. Details of the Company’s debt are set out in Note 7.

Following the completion of the 10-K for the year ended May 31, 2019, management raised funds to provide working capital for the immediate future and on January 13, 2020 issued a Convertible Promissory Note, details of which are set out in Note 7.

F-7

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).

The consolidated balance sheets as at May 31, 2020 and May 31, 2019 comprise the consolidated net assets and equity of Momentous Holdings Corp, V Beverages Limited and MaxChater Ltd.

The consolidated statements of operations and other comprehensive loss and statements of cash flows for the period ended May 31, 2019 comprise the consolidated financial statements of Momentous Holdings Corp, V Beverages Limited and MaxChater Ltd. for the period from August 1, 2018 to May 31, 2019 (successor).

The consolidated statements of operations and other comprehensive loss and statements of cash flows for the period ended July 31, 2018 (predecessor – separated by black bar) comprise the financial statements of MaxChater Ltd. for the period from June 1, 2018 to July 31, 2018.

The consolidated statements of changes in stockholders' deficit presents the changes in equity of MaxChater Ltd. for the period from June 1, 2018 to July 31, 2018 (predecessor) and of Momentous Holdings Corp, V Beverages Limited and MaxChater Ltd. for the period from August 1, 2018 to May 31, 2019 and for the year ended May 31, 2020 (successor).

Related party transactions and balances are separately disclosed in the financial statements where appropriate.

Principles of Consolidation

The consolidated financial statements include the financial statements of Momentous Holdings Corp, together with the financial statements of V Beverages Limited and MaxChater Ltd, presented in accordance with the basis of preparation note. All significant intercompany balances and transactions have been eliminated in full.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates and assumptions are required in the determination of the fair value of financial instruments and the valuation of long-lived and indefinite-lived assets. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Cash and Cash Equivalents

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

As at May 31, 2020 and May 31, 2019, we had no other cash equivalents.

Revenue Recognition

Effective June 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers ("Topic 606") using the retrospective application method. Our revenue (referred to in our financial statements as “sales”) consists primarily of the sale of spirits produced and sold in the UK. Sales of products are for cash or otherwise agreed-upon credit terms. Our payment terms vary by location and customer, however, the time period between when revenue is recognized and when payment is due is not significant. Our customers consist primarily of individuals, bars and restaurants.

F-8

In developing our revenue recognition accounting policy, we considered the following steps:

· Identify the contract: the company has no supply contracts with customers, revenue is earned on the basis of sales of spirits for cash or on credit terms. Sales are made subject to the retail laws of the UK.

· Identify the performance obligations: the company is obliged to deliver spirts to a customer based on that customer’s order.

· Determine the transaction price: the retail price of the spirits sold.

· Allocate the transaction price to the performance obligations / recognise revenue when the performance obligation is satisfied: sales are recognized at the point the goods are delivered, which is the point when the performance obligation is satisfied.

Management has concluded that our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution and shipping terms. Revenue is measured as the amount of consideration we expect to receive in exchange for the sale of our product. Our sales terms do not allow for a right of return except for matters related to any manufacturing defects on our part.

Our other revenue generating activities include the sale of branded merchandise, hosting of 'pop up' events and white labelling for certain customers. We have evaluated these other revenue generating activities under the disaggregation disclosure criteria outlined within the amended guidance and concluded that these other revenue generating activities are immaterial for separate disclosure.

Revenue is also shown net of Value Added Tax ('VAT') payable to the UK tax authority on the sale of products. All our revenue is generated within the UK.

Accounts receivable

Accounts receivable are stated at their net realizable value. The allowance for doubtful accounts against gross accounts receivable reflects the best estimate of probable losses inherent in the receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available information.

Inventory

Inventory is stated at the lower of cost and net realizable value using the first-in, first-out method. Inventory consists primarily of Neutral Grain Spirits used in production.

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.

F-9

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.

Property and Equipment

Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the useful lives of the assets. Expenditures for additions and improvements are capitalized; repairs and maintenance are expensed as incurred.

Impairment of long lived assets

As a result of the acquisition of MaxChater, the Company impaired the goodwill arising of $49,581 on the basis that there were insufficient discounted future cash flows to support the carrying value (Note 10).

The ‘Victory’ brand intangible asset is recorded at the fair value of the consideration paid. Further details are provided in Note 4.

The Company reviews the carrying value of intangible assets not subject to amortization annually to determine whether impairment may exist, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Following a review, the company has concluded that there no impairment to the carry value of the intangible assets is required.

Basic and Diluted/Net Loss Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of common stock 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. The company does not have any outstanding dilutive securities during the current or prior reporting periods.

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 income in shareholders’ deficit.

Fair value of financial instruments

The carrying amounts reflected in the balance sheets for cash, accounts receivable, accounts payable and related party payables approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

The Company adopted FASB ASC 820-Fair Value Measurements and Disclosures, or ASC 820, for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

F-10

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

The embedded conversion feature in the Convertible Note Payable that the Company issued on January 13, 2020, that became convertible during the period ended May 31, 2020 qualifies as a derivative instrument due to a Low-Priced Security adjustment feature in the Note related to the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Company’s common stock falls or is below certain levels at any point during the 20 Trading Days prior to the Conversion Date.

The valuation of the derivative liability was determined through the use of a Black Scholes option-pricing model (See Note 7).

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, a lessee will recognize assets and liabilities on its balance sheet for most leases, but will recognize expense similar to current lease accounting guidance. Additionally, this guidance requires enhanced disclosures regarding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company has elected to defer adoption of ASU 2016-02 until June 1, 2020.

From time to time other 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 4 – INTANGIBLE ASSET

The intangible asset of $47,231 (May 31, 2019: $48,125) represents the cost of the ‘Victory’ brand acquired by V Beverages from a related party in November 2017 under the terms of a Trademark Purchase Agreement. The change in value is attributable to changes in foreign exchange rates in the year. This Agreement states that the total value of the transaction was £38,188 ($48,125) in the form of a credit note plus 10% common stock of the parent company (Momentous Holdings Corp) that is undilutable until $1,000,000 of investment is made into Momentous Holdings Corp. This balance was due for repayment in two equal installments by August 2, 2019 without interest, however the terms of the credit note were extended until December 2020 and subsequently to April 30, 2021.

Management considers the useful life of the brand intangible not to be limited or restricted, and therefore its useful life is indefinite. Accordingly, the intangible asset will not be amortised but is tested annually for impairment.

In reaching this conclusion, management considered the following factors:

The intangible asset is a brand which already exists and was registered with the UK Intellectual Property Office (UKIPO) before the company acquired it. Therefore the useful life does not include any period of time to develop it and comprises only the time over which the company expects the intangible asset to contribute to the Company’s cash flows.

F-11

The Company does not expect to sell the intangible asset before it is consumed. The Victory trademark is the Company’s sole brand name, without which it could not operate. In the future, if any additional brand is acquired or if the Company changes its business strategy, an impairment review would be conducted of the intangible asset and a decision taken to redesignate it as having a finite life. In that case the intangible asset would be amortised over the period it is expected to contribute to cash flows. But that is a hypothetical situation at this time.

The brand’s existing registration with the UKIPO will be renewed within the next 5 years, thereafter it will be renewed again every 10 years. Registration of the brand is not mandatory and was made to protect the brand. The company has ‘common law’ rights under English law to use it without it being formally registered.

NOTE 5 – PROPERTY AND EQUIPMENT

Property consists of equipment purchased for the production of revenues. As of:

	May 31, 2020			May 31, 2019
Equipment	$	11,459		$	3,870
Less accumulated depreciation		(3,692	)		(1,971	)
Equipment, net	$	7,767		$	1,899

During the year ended May 31, 2020 the Company purchased property and equipment totaling $7,660. Assets are depreciated over their useful lives beginning when placed in service. Depreciation expense was $1,721 for the year ended May 31, 2020, $1,971 for the period ended May 31, 2019 (successor) and $265 for the period ended July 31, 2018 (predecessor), respectively.

NOTE 6 – ACCOUNTS RECEIVABLE

Accounts receivable comprised the following:

	May 31, 2020			May 31, 2019
Amounts due from third parties	$	15,444		$	23,901
Allowance for bad and doubtful debts		(1,645	)		(6,592	)
		13,799			17,309
Amounts due from related parties (see note 9)		5,180			2,238
	$	18,979		$	19,547

NOTE 7 – DEBT

Short term borrowings from related parties at May 31, 2020 include an amount of $41,047 due in respect of the purchase of the ‘Victory’ brand acquired in November 2017 (see details in Note 4). This balance was due for repayment in two equal installments by August 2, 2019 without interest, however the terms of the credit note were extended until December 2020 and subsequently until April 30, 2021. During the year an amount of $6,169 was repaid against the amount due by agreement with the related party.

The total amount loaned to the Company by the directors was $121,672 as of May 31, 2020, comprising $48,490 loaned in the prior year, additional loans of $74,146, repayments of $250 and foreign exchange movements of $714 during the year ended May 31, 2020.

The total amounts loaned to the company by related parties as of May 31, 2020 was therefore $162,719. Each of the loans and other borrowings are unsecured, interest-free and have no fixed repayment terms, except where otherwise stated.

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On 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. As of May 31, 2020 the Company had drawn $236 from the overdraft facility.

On May 6, 2020, the Company obtained a bank loan, the equivalent of $46,380 under a UK Government backed loan scheme to assist businesses affected by COVID-19. For the first twelve (12) months of the loan, the loan is interest-free and no repayments are due. Thereafter the loan is repayable over 5 years at an interest rate of 2.5% per annum.

Convertible note payable

On January 13, 2020, the Company issued a Convertible Note Payable in the principal amount of $250,000 (the “Note”) to a venture capital firm with offices in New York, New York (the “Holder”). Per the terms of the Note, the principal amount of the Note shall accrue interest at the rate of ten percent (10%) per annum. The Note was due to mature on January 13, 2021 and includes various rates of penalties for earlier repayment but is otherwise unsecured. The maturity of the note has been extended to February 28, 2021 by agreement among the parties and payment of all interest and penalties waived.

The Note is convertible, at the Holder’s sole discretion, into shares of the Company’s common stock at a fixed price of $0.25 per share. The Holder is restricted from exercising its right to convert any portion of the Note if such conversion would result in the number of shares of the Company’s common stock received from such conversion plus the number of such shares beneficially owned by the Holder and its affiliates on the date of conversion equaling or exceeding more than 9.9% of the outstanding shares of the Company’s common stock.

The Conversion Price is subject to Low-Priced Security adjustments due to, but not limited to, the increased volatility, potential lack of liquidity, and increased transaction costs that arise if and when the Trading Price of the Company’s common stock falls or is below certain levels at any point during the 20 Trading Days prior to the Conversion Date.

The Company had received total proceeds of $128,000 under the Note as of May 31, 2020 in two tranches, comprising $95,000 received on February 29, 2020 and $33,000 received on April 17, 2020.

The Note has been accounted for in accordance with ASC 815 at fair value and an embedded derivative liability measured using a Black-Scholes option pricing model. As of May 31, 2020 there is a derivative liability of $94,640 and convertible debt net of discount of $44,651 on which interest payable of $3,095 has been accrued.

The change in fair value of the derivative liability during the period is as follows:

Balance – June 1, 2019	$	–
Debt discount recognized at inception		128,000
Day one loss on valuation of derivative		122,840
Gain on change in fair value of derivative during the period		(156,200	)
Balance – May 31, 2020	$	94,640

The table below shows the Black-Scholes option-pricing model inputs used by the Company to value the derivative liability at the date each tranche was received:

	May 31, 2020	January 13, 2020
Expected term	8 months	1 year
Expected average volatility	195.00%	192.99%
Expected dividend yield	–	–
Risk-free interest rate	0.17%	1.53%

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The following table presents the derivative financial instrument, the Company’s only financial liability measured and recorded at fair value on the company’s consolidated balance sheet on a recurring basis, and its level within the fair value hierarchy as of May 31, 2020:

	Amount		Level 1		Level 2		Level 3
Embedded derivative liability	$	94,640	$	–	$	–	$	94,640
Total	$	94,640		–		–	$	94,640

NOTE 8- INCOME TAXES

The reconciliation of income tax provision (benefit) at the U.S. statutory rate of 21% for the periods ended May 31, 2020, May 31, 2019 and July 31, 2018 to the Company’s effective tax rate is as follows:

	Year ended May 31, 2020			August 1, 2018 - May 31, 2019			June 1, 2018 - July 31, 2018
Income tax benefit at statutory rate	$	115,536		$	48,050		$	–
Change in valuation allowance		(115,536	)		(48,050	)		–
Income tax provision	$	–		$	–		$	–

As at May 31, 2020, the Company has approximately $550,172 of cumulative net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years with no expiry date. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

We also considered the effect of U.S. Internal Revenue Code (Code) Section 382 on our ability to utilize existing net operating loss and tax credit carryforwards. Section 382 imposes limits on the amount of tax attributes that can be utilized where there has been an ownership change as defined under the Code. We experienced an ownership change on December 31, 2018 and management continues to evaluate the application of the Code to our net operating losses which may potentially be limited.

The U.S. Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017 and introduces significant changes to U.S. income tax law. Effective in 2018, the Tax Act reduces the U.S. statutory tax rate from 35% to 21%. The Company's deferred tax assets were calculated to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%.

The Company pays Value Added Tax (“VAT”) or similar taxes (“input VAT”), income taxes, and other taxes within the normal course of its business in the United Kingdom related to the procurement of merchandise and/or services it acquires and/or on sales and taxable income. The Company also collects VAT or similar taxes on behalf of the government (“output VAT”) for merchandise and/or services it sells. If the output VAT exceeds the input VAT, this creates a VAT payable to the government. If the input VAT exceeds the output VAT, this creates a VAT receivable from the government. The VAT tax return is filed on a monthly basis offsetting the payables against the receivables.

The Company is part of a simplified ‘flat-rate’ VAT scheme and pays VAT at the rate of 8% on its gross sales instead of applying the standard rate of VAT of 20% to net sales and expenses and paying and reclaiming the net difference. The company has disclosed ‘other income’ of $9,393, $8,491 and $2,681 as being the effect of applying the flat rate VAT scheme for the periods ended May 31, 2020, May 31, 2019 and July 31, 2018 respectively.

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Taxes due and payable are $60,460 and $49,246 as of May 31, 2020 and May 31, 2019, respectively. The taxes relate to United Kingdom VAT and payroll-related taxes. Taxes payable are disclosed within other accrued expenses and liabilities in the consolidated balance sheet.

NOTE 9 - RELATED PARTY TRANSACTIONS

During the year ended May 31, 2020, additional amounts loaned by the current directors to the Company were $74,146 and amounts repaid to the directors by the Company were $250, bringing the total balance due to the current directors by the Company to $111,799, net of foreign exchange movements, as of May 31, 2020 (May 31, 2019: $38,617). The amounts loaned by the directors are unsecured, non-interest bearing, and due on demand.

Amounts due to a former director as of May 31, 2020 and May 31, 2019 were $9,873 with no transactions in the current year. The amounts loaned are unsecured, non-interest bearing, and due on demand.

Amounts totaling $5,360 were loaned by the company to a director of the company’s UK subsidiary and his family member. £5,180 of this balance is included in Amounts due from related parties and £180 is included in Prepaid expenses and other in the Consolidated Balance Sheet. The loans are interest free and repayable on demand.

During the year ended May 31, 2020, the Company invoiced and sold products, totaling $0 to one related party, The Drafthouse, which is considered to be a related party due to there being a common significant shareholder with Momentous Holdings Corp. During the period ended May 31, 2019 (successor) the Company invoiced and sold products totaling $2,371 to The Drafthouse. During the period ended July 31, 2018 (predecessor) the Company sold products totaling $2,129 to this same related party.

Accounts receivable balances from The Drafthouse were $0 and $2,238 at May 31, 2020, and May 31, 2019, respectively.

During the year ended May 31, 2020 the Company repaid an amount of $6,169 to a related party in respect of the acquisition of the ‘Victory’ brand. The balance due to that related party as of May 31, 2020 was $41,047 (May 31, 2019: $48,125). Further details are provided in Note 7.

NOTE 10 – ACQUISITION OF MAX CHATER LIMITED

On August 1, 2018, V Beverages Limited acquired MaxChater Ltd. for a nominal sum of £1. The fair value of net liabilities of Max Chater at the date of the acquisition was $49,582 and no other intangible assets other than goodwill arising on the acquisition. The Company determined that the carrying value of the goodwill should be fully impaired to $Nil and, accordingly, the goodwill was expensed in full on August 2, 2018 (successor).

The fair value of the net liabilities acquired are as follows:

	$
Tangible fixed assets - net book amount		6,588
Accounts receivable		24,137
Other receivable		106
Assets		30,831
Accounts payable		1,127
Overdrafts and loans		7,760
Taxes payable		31,710
Wages payable		4,477
Other payables		519
Loans and advances by V Bev		34,820
Liabilities		80,413
Net liabilities		(49,582	)
Fair value adjustment		0
Fair value of net liabilities acquired		(49,582	)
Consideration		1
Goodwill	$	49,581

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NOTE 11 – CAPITAL STOCK

On December 31, 2018, we issued 18,245,000 shares of common stock in relation to the reverse recapitalization and the change of control of Momentous Holdings Corp., net of the cancellation of 10,000,000 shares of a former Director involving no cash payment. These shares were formally cancelled on April 17, 2019.

On February 18, 2019, we issued 20,000 shares of common stock for cash in the amount of $0.50 per share for a total of $10,000.

On April 5, 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.

On May 2, 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.

On August 8, 2019, the company issued 40,000 shares of common stock for cash in the amount of $0.375 per share for a total of $15,000.

On October 17, 2019, the company issued 10,000 shares of our common stock to one of our independent service providers as additional compensation for continued service and deferment of payment owed by the Company for prior services rendered. The value of the stock based compensation was determined at $5,500 with reference to the market value of the Company’s shares as of October 17, 2019.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Operating leases

The Company operated from rent-free premises in Central London until March 26, 2018 when the Company leased approximately 300 square feet of industrial space in Tottenham, London in the United Kingdom for approximately $400 per month which was cancelable by either party with one months notice The Company also purchased a shipping container for additional space on location. The company incurred no rental costs for the shipping container.

On April 26, 2019, the Company entered into an agreement with a third party for the sale and leaseback of the shipping container in the amount of $2,223. Rental payment after usage of the credit from the sale and leaseback of the shipping container was agreed at $1,090 per month. On November 1, 2019, the Company relinquished the 300 square feet of industrial space and retained the shipping container at a reduced rental of approximately $410 per month, cancelable by either party with two weeks’ notice. Effective from the August 29, 2020 the rental contract of the shipping container was cancelled.

On December 1, 2019, the Company leased approximately 500 square feet of industrial space in Walthamstow, London in the United Kingdom for approximately $1,300 per month for a two year term, which is cancelable by either party with six months’ notice. The space will be used as the new Company distillery. The Company paid approximately $1,300 as a refurbishment fee and a refundable deposit of approximately $4,000 to the Landlord.

The rental expense for the year ended May 31, 2020 was $20,633, for the period ended May 31, 2019 (successor) was $5,719 and for the period ended July 31, 2018 (predecessor) was $3,891.

NOTE 13 – CONCENTRATION

During the year ended May 31, 2020, total cost of goods sold was $145,612 of which $112,666 or 78% was paid to one non-related supplier of Neutral Grain Spirits (NGS). During the period ended May 31, 2019 (successor), total cost of goods sold was $104,777 of which $62,249 or 59% was paid to one non-related supplier of NGS. During the period ended July 31, 2018 (predecessor), total cost of goods sold was $22,559 of which $19,766 or 87% was paid to one non-related supplier of NGS.

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During the year ended May 31, 2020, the Company invoiced and sold products, totaling $26,952 or 15% of total sales to non-related parties via its online web shop, the sales from which were insignificant in the period ended May 31, 2019 (successor) and the period ended July 31, 2018 (predecessor). During the year ended May 31, 2020 the company invoiced and sold products totaling $39,759 or 23% of total sales to two non-related parties. During the period ended May 31, 2019 (successor) the company sold products totaling $33,564 or 26% to two non-related parties. During the period ended July 31, 2018 (predecessor) the company invoiced and sold products totaling $13,455 or 56% of total non-related party revenue, to two non-related parties. The accounts receivable balances in respect of these non-related parties were $0 on May 31, 2020 and $9,581 at, May 31, 2019.

Refer to Note 9 for details of sales to related parties.

NOTE 14 – SUBSEQUENT EVENTS

Coronavirus pandemic (“COVID-19”)

During the quarter ended May 31, 2020 and subsequent to the balance sheet date, the Company was significantly affected by the ongoing COVID-19 pandemic and is currently operating under severe restrictions following implemented UK Government policy. We are unable to estimate when we will resume full operations, including tours and masterclasses at this time.

On March 20, 2020, the Company’s distillery was partially closed and all employees placed on furlough for the duration of the crisis, with the exception of Max Chater, the director of our wholly owned operating subsidiary. The Company has obtained financial assistance from the UK Government, and in the meantime, the business is focusing on its online sales and other means of distribution until normal business is able to resume.

On July 15, 2020 MaxChater Ltd. changed its legal and business name to V Beverages (London) Ltd.

Effective from the August 29, 2020, the rental contract of the shipping container in Tottenham was cancelled.

The following funds were received under the Convertible Note Payable, the details of which are set out in note 7.

On September 4, 2020, the Company received $19,500.

On September 24, 2020, the Company received $46,500.

On September 28, 2020, the Company received $20,000.

On October 15, 2020 the Company received $11,000.

On November 2, 2020 the Company received $24,000.

On January 19, 2020 the maturity of the convertible note payable was extended to February 28, 2021 and payment of all interest and penalties from the issuance date waived.

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Filing Compare · MOMENTOUS HOLDINGS CORP.