NOTE 1 - ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN | Organization ABV Consulting, Inc. (we, us, our, ABVN or the Company) was incorporated by prior management in the state of Nevada on October 15, 2013, for the purpose of providing merchandising and consulting services to craft beer brewers and distributors. On August 22, 2016, the Companys founder and prior manager sold all of his shares in the Company, constituting approximately 90.4% of the issued and outstanding shares of the Company, and retired from his positions as executive officer and sole director of the Company and was replaced in all roles by Mr. Wai Lim Wong (the Change of Control Event). Subsequent to the Change of Control Event, our current management pursued a strategic acquisition strategy focused on acquisition target companies with operations located primarily in Southeast Asia, the Pacific Islands, the Peoples Republic of China (including Hong Kong and Macau) (the PRC), Taiwan and other jurisdictions within Asia, and with operations complimentary to the PRCs broad One Belt, One Road (OBOR) initiative. In connection with this new strategy, we moved our corporate headquarters from Pennsylvania to Hong Kong. On February 28, 2017, we completed our acquisition of Allied Plus (Samoa) Limited (APSL). (See our Current Report on Form 8-K, filed with the SEC on March 2, 2017, for a more complete description of the APSL transaction.) APSL was incorporated in Samoa on January 11, 2016, for the purposes of sourcing and developing tourism and entertainment-related investment projects in Malaysia and Southeast Asia in connection with the OBOR initiative. We continue to seek acquisition targets using the criteria described above in this Note 1. Recapitalization For financial accounting purposes, the APSL transaction was treated as a reverse acquisition by APSL, and resulted in a recapitalization with APSL being treated as the accounting acquirer and ABVN being treated as the acquired company. The consummation of the APSL deal resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, APSL, and have been prepared to give retroactive effect to the reverse acquisition, and represent the operations of APSL. The consolidated financial statements after the acquisition date, February 28, 2017, include the balance sheets of both ABVN and APSL at historical cost, the historical results of APSL and the results of ABVN from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization. Going Concern As of March 31, 2017, the Company had an accumulated deficit of $167,558 and net loss of $94,939 and used cash in operations of $53,162 for the three months ended March 31, 2017. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern. |