NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment was purchased for the production of revenues and was comprised as follows:

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

NOTE 6 –5 - RELATED PARTY TRANSACTIONS

AsDuring the quarter ended August 31, 2019 (successor) there were no new amounts loaned by the directors, amounts repaid amounted to $630.

The total amounts due to directors as of February 28,August 31, 2019 and May 31, 2018,2019 were $46,598 and $48,489, respectively, the balance of the amountschange being mainly due to foreign currency translation from GBP in which the current and former directors was $55,200 and $23,860, respectively.loans are denominated. The amounts loaned to and fromby the directors are unsecured, non-interest bearing, and due on demand. See Note 4 for other related party note.

NOTE 7 – LOANS

AsIn addition to amounts due to current directors, the amount due to James Horan, a former director, was $9,873 as of February 28,August 31, 2019 and May 31, 2019. This amount is included in the total due of $46,598 disclosed above. The amount loaned is unsecured, non-interest bearing, and due on demand.

During the period ended August 31, 2019 (successor), the Company invoiced and sold products, totaling $0 to a related party, The Drafthouse, which is considered to be a related party due to there being common significant shareholders with Momentous Holdings Corp. During the period ended August 31, 2018 (successor) the amountCompany sold products to The Drafthouse totaling $286 and during the period ended July, 2018 (predecessor) the Company invoiced and sold products totaling $2,129.

Accounts receivable balances from The Drafthouse were $0, and $2,238 as of bank loans outstanding was $5,674August 31, 2019 and $0,May 31, 2019, respectively.

NOTE 8 –6 - CAPITAL STOCK

15,750,000 shares of common stock were issued in consideration for the Share Exchange Agreement referred to in Note 1. On February 18,August 8, 2019, we issued 20,00040,000 shares of common stock for cash in the amount of $0.50$0.375 per share for a total of $10,000.$15,000.

AfterNOTE 7 - COMMITMENTS AND CONTINGENCIES

Operating leases

The Company operated from rent-free premises in Central London until March 26, 2018 when the effectCompany leased approximately 300 square feet of industrial space in Tottenham, London in the United Kingdom for approximately $450 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 reverse merger, there were 44,015,000 sharesshipping container in the amount of common stock issued$2,223. Rental payment after usage of the credit from the sale and outstandingleaseback of the shipping container was agreed at February 28, 2019. There were no sharesapproximately $1,100 per month. On November 1, 2019, the Company relinquished the 300 square feet of preferred stock issuedindustrial space and outstandinghas solely retained the shipping container at February 28, 2019.a reduced rental of approximately $410 per month which is cancelable by either party with two weeks notice.

The rental expense for the period ended August 31, 2019 (successor) was $3,270, for the period ended August 31, 2018 (successor) was approximately $450 and for the period ended July 31, 2018 (predecessor) was approximately $900.

NOTE 9 –8 - SUBSEQUENT EVENTS

We evaluated all events or transactions that occurred after the balance sheet date through the date when we issued these financial statements and have the following material recognizable subsequent events during this period, in addition to events described elsewhere in the financial statements:

On April 05,October 17, 2019, we issued 50,00010,000 shares of our common stock to one of our independent service providers as partial compensation for cash in the amountcontinued service and deferment of $0.50 per share for a total of $25,000. 

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

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

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

Forward-Looking Statements

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

Our Plan for the Next 12 Months

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

The original business of the Company is intended to be disbanded. Revenue from our app has continued to decline with revenue in our last quarter being $0. Management believes that competition against better resourced competitors and an abundance of more experienced market participants prevent us from achieving long-term profitable operations. As such, management has decided it will discontinue the operations of our app.

Moving forward, the Company will focusfocused entirely on the business of its wholly owned subsidiary,subsidiaries. Our Subsidiary, V Beverages Limited. As such,owns 100% of the issued and outstanding capital shares of MaxChater, a company organized under the laws of the United Kingdom, which it will beacquired on August 1, 2018. MaxChater serves as our wholly-owned operating subsidiary that is solely engaged in the business of designing, producing, marketing and selling low carbon, eco-friendly alcoholic beverages.

V Beverages currently produces a range of alcoholic spirits under its trademarked brand 'Victory'. Victory Gin and Victory BitterMomentous Holdings Corp. Group Structure

We are already 2018 IWSC award winners, and the distillery has also added Vodka and ready to drink cocktails such as Negroni to its portfolio. Using a modern cold distillation technique, far lesscraft beverage company, founded in 2015, that is based in London, United Kingdom. We design, produce, market and sell handcrafted, award-winning alcohol beverage products with a portfolio consisting of gin, vodka, bitter aperitif and ready-to-drink cocktails (“RTD”).

Our strategy is to produce premium products with minimal impact to the environment through the use of modern technology during production. Our methods help us to conserve energy and reduce water waste whilst delivering what we believe is used thana superior product. We also focus on environmentally friendly and recyclable packaging to reduce our carbon footprint. We are also looking to employ carbon offsetting in traditional hot techniques, while retaining moreorder to meet our carbon neutral status target by the end of the carefully selected botanicals.2020.

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

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

Revenue

Revenue (including related party revenue) for the three and nine months to February 28,period ended August 31, 2019 were $37,197 and $129,978, respectively and $0 and $0(successor) was $60,684, for the threeperiod ended August 31, 2018 (successor) was approximately $9,115 and nine months to February 28,for the period ended July 31, 2018 respectively.(predecessor) was approximately $26,067.

Gross Profitprofit for the three and nine months to February 28,period ended August 31, 2019 were $13,416 and $30,763, respectively and $0 and $(15,233)(successor) was $28,370, for the threeperiod ended August 31, 2018 (successor) was approximately $8,485 and nine months to February 28,for the period ended July 31, 2018 respectively.(predecessor) was approximately $3,508.

Operating Expenses

Operating expenses were $32,628 and $100,159 for the three and nine months to February 28,period ended August 31, 2019 respectively and $959 and $6,311(successor) were $57,350, for the threeperiod ended August 31, 2018 (successor) were approximately $61,270 and nine months to February 28,for the period ended July 31, 2018 respectively. (predecessor) were approximately $27,358.

Our operating expenses for the threeperiods ended August 31, 2019 and nine months to February 28, 2019 andAugust 31, 2018 consisted of general and administrative expenses and increased due to the acquisition and increase of V Beverages tradingin operating activities following the acquisition of MaxChater Ltd. by V Beverages Limited.Beverages. 

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

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

Net Loss

Net loss for the three and nine months to February 28,period ended August 31, 2019 were $19,212 and $69,396, respectively and $959 and $21,544(successor) was $25,554, for the threeperiod ended August 31, 2018 (successor) was approximately $52,812 and nine months to February 28,for the period ended July 31, 2018 respectively.(predecessor) was approximately $21,169.

Liquidity and Capital Resources

As of February 28,August 31, 2019, we had total current assets of $34,802,$34,389, consisting of cash of $5,320,$13,009, accounts receivable of $21,352,$20,444, and prepaid taxesexpenses of $150 and inventories of $7,980.$936. We had total current liabilities of $205,713$198,956 as of February 28,August 31, 2019 consisting of advances from related parties of $55,200,$93,122, accounts payable of $79,898,$32,798, taxes payable of $35,383,$51,467, bank overdraft of $10,311, other loan of $5,674$5,677, and other liabilities of $19,247.$15,892. Accordingly, we had a working capital deficit of $170,911$164,567 as of February 28,August 31, 2019.

As of May 31, 2019 (successor), we had total current assets of $27,871, consisting of cash of $4,840, accounts receivable of $19,547 and prepayments and other receivables of $3,484. We had current liabilities of $184,423 as of May 31, 2019. We therefore had a working capital deficit of $156,552 as of May 31, 2019.

Operating activities resulted in a reductionnet cash inflow of cash of $27,807$6,299 for the ninethree months ended February 28,August 31, 2019.

Our ability to operate beyond May 31, 2019,the next twelve (12) months is contingent upon us obtaining additional financing and/or upon realizing sales revenue sufficient to fund our ongoing expenses. Our currently available funds will allow us to operate for another one (1) month. Until we are able to sustain our ongoing operations through sales revenue, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated limited revenues since inception, has an accumulated deficit of $92,864,had a working capital deficit of $170,911$164,567, a total stockholders’ deficit of $116,573 at August 31, 2019 and has incurred losses since inception.accumulated deficit at that date of $178,159. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Off Balance Sheet Arrangements

As of February 28,August 31, 2019, there were no off balance sheet arrangements.

Critical Accounting Policies

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

Recently Issued Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

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

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending May 31, 2019,2020, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended February 28,August 31, 2019 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

No placement agent or broker dealer was used or participated in any offering or sale of the above shares.

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

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

Each certificate representing theOn August 8, 2019, we issued 40,000 shares of common stock containsfor cash in the amount of $0.375 per share for a legend that transfertotal of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the holder may not engage in hedging transactions with regards to the Company’s common stock unless in compliance with the Act.$15,000.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

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

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

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

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

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

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

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

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

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

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

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

Item 6. Exhibits

SIGNATURES

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