UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended June 30, 2015

 

or

 

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

 

For the transition period from ______________ to ______________

 

Commission File Number: 333-198567

 

ABV Consulting, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

306 Clairmont Road, Villanova, PA		19085
(Address of principal executive offices)		(Zip Code)

 

(215) 432-5553

(Registrant’s telephone number, including area code)

 

N/A

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

  

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

  

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

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer  ¨   (do not check if smaller reporting company)	Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

At July 31, 2015, the registrant had 5,533,000 shares of common stock, par value $0.0001 per share, issued and outstanding. 

 

  

 

ABV CONSULTING, INC.

 

FORM 10-Q REPORT

June 30, 2015

 

TABLE OF CONTENTS

 

		Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	7
Item 4.	Controls and Procedures.	7
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	8
Item 1A.	Risk Factors.	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3.	Defaults Upon Senior Securities.	8
Item 4.	Mine Safety Disclosures.	8
Item 5.	Other Information.	8
Item 6.	Exhibits.	8
SIGNATURES		9

  

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements”.  Forward-looking statements discuss matters that are not historical facts.  Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions.  Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees.  Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties.  Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.  These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.  Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.  In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.  All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

  

 

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements.

  

Index to Financial Statements

 

Condensed Balance Sheets	F-1
Condensed Statements of Operations	F-2
Condensed Statements of Cash Flows	F-3
Notes to Condensed Unaudited Financial Statements	F-4

 

 

ABV CONSULTING

CONDENSED BALANCE SHEETS

 

		June 30,				December 31,
		2015				2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	12,185			$	30,624
TOTAL ASSETS		$	12,185			$	30,624
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable		$	7,241			$	21,876
Accrued Interest			77				-
TOTAL CURRENT LIABILITIES			7,318				21,876
LONG TERM LIABILITIES
Note Payable - Related Party			20,000				-
TOTAL LIABILITIES			27,318				21,876
COMMITMENTS AND CONTINGENCIES			-				-
STOCKHOLDERS’ Equity (Deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding			-				-
Common stock, $0.0001 par value, 100,000,000 shares authorized, 5,533,000 and 5,533,000 shares issued and outstanding, respectively			553				553
Additional paid in capital			76,786				73,536
Accumulated deficit			(92,472	)			(65,341	)
TOTAL STOCKHOLDERS'S EQUITY (DEFICIT)			(15,133	)			8,748
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	12,185			$	30,624

 

See accompanying notes to condensed unaudited financial statements.

 

 

ABV CONSULTING

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For the Three Months June 30,								For the Six Months June 30,
		2015				2014				2015				2014
Revenue
Service Revenue, net		$	-			$	-			$	-			$	-
OPERATING EXPENSES
General and administrative			3,536				-				6,714				-
Professional fees			6,271				2,635				20,340				4,135
Total Operating Expenses			9,807				2,635				27,054				4,135
NET LOSS FROM OPERATIONS			(9,807	)			(2,635	)			(27,054	)			(4,135	)
Interest expense			(77	)			-				(77	)			-
Net loss before provision for income taxes			(9,884	)			(2,635	)			(27,131	)			(4,135	)
Provision for Income Taxes			-				-				-				-
NET LOSS		$	(9,884	)		$	(2,635	)		$	(27,131	)		$	(4,135	)
Net loss per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding during the period - basic and diluted			5,533,000				5,478,000				5,533,000				5,434,221

 

 

See accompanying notes to condensed unaudited financial statements.

 

 

ABV CONSULTING

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Six Months Ended June 30,
		2015				2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(27,131	)		$	(4,135	)
Imputed compensation			3,250				-
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease in accounts payable			(14,635	)			360
Increase in accrued interest			77				-
Net Cash Used In Operating Activities			(38,439	)			(3,775	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related party			20,000				-
Proceeds from sale of common stock			-				53,300
Net Cash Provided By Financing Activities			20,000				53,300
NET INCREASE (DECREASE)  IN CASH			(18,439	)			49,525
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			30,624				5,000
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	12,185			$	54,525
Supplemental disclosure of non cash investing & financing activities:
Cash paid for income taxes		$	-			$	-
Cash paid for interest expense		$	-			$	-

 

See accompanying notes to condensed unaudited financial statements.

 

 

 

ABV CONSULTING

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

 

NOTE 1 – ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN

 

(A) Organization

 

ABV Consulting, Inc. (“The Company”) was originally organized in the State of Nevada on October 15, 2013. The Company provides merchandising and consulting services to Craft beer brewers and distributors as well as providing marketing support within the craft beer industry to retailers and other organizations as needed. While the Company does not directly produce alcoholic beverages, it provides services to help businesses in the industry improve their marketing, sales and operations.

 

(B) Going Concern

 

As of June 30, 2015, the Company had an accumulated deficit of $92,472 and used cash in operations of $38,439 for the six months ended June 30, 2015. 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 Company’s 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.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(A) Cash and Cash Equivalents

 

The Company considers investments that have original maturities of three months or less when purchased to be cash equivalents.

 

(B) Use of Estimates in Financial Statements

 

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the periods covered by these financial statements include the valuation of deferred tax asset and imputed compensation costs.

 

 

(C) Basis of Presentation

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended June 30, 2015 are not necessarily indicative of results for the full fiscal year. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation

 

(D) Fair value measurements and Fair value of Financial Instruments

 

The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

    

(E) Revenue Recognition

 

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

(F) Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

(G) Loss Per Share

 

The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. As of June 30, 2015 and 2014, the company has no dilutive securities.

 

 

(H) Income Taxes

 

The Company accounts for income taxes under FASB Codification Topic 740-10-25 ("ASC 740-10-25"). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future 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 ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

(I) Reclassification

 

Certain amounts from prior periods have been reclassified to conform to the current period presentation

  

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS

  

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. 

 

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation – Stock Compensation ( Topic 718 ); Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. The amendments in this ASU apply to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. For all entities, the amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.

 

Entities may apply the amendments in this ASU either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

 

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  Currently, there is no guidance in U.S. GAAP about management’s responsibility toevaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).

 

The amendments in this Update are effective for public entities for annual periods ending after December 15, 2016. Early adoption is permitted.  The effect of adoption of this standard is not expected to have a material effect on the Company.

 

No other accounting pronouncements issued by FASB (including the Emerging Issues Task Force), the AICPA and the SEC, did not or are not believed by the Company management, to have a material impact on the Company’s present or future financial statements.  

 

NOTE 4 – NOTE PAYABLE – RELATATED PARTY

 

On April 21, 2015 the Company entered into an unsecured promissory note in the amount of $20,000 with its Chief Executive Officer. The note is due on April 21, 2017 and bears interest at a rate of 2% per annum. Accrued interest at June 30, 2015 amounted to $77.

 

NOTE 5 – STOCKHOLDERS EQUITY

 

The Company is authorized to issue up to 100,000,000 shares of common stock, par value $0.0001 and 10,000,000 preferred shares of blank check shares par value $0.0001

  

During the three months ended June 30, 2015 the Company imputed compensation of $3,250 for services provided by its Chief Executive Officer.

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition for the quarter ended June 30, 2015. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.  See “Cautionary Statement On Forward-Looking Information.”

 

Overview and Plan of Operations

 

We have not formed any material relationship or entered into any agreement with brewer, distributor, wholesaler or retailer. Since inception, our operations have primarily been limited to forming the Company and raising capital resources. We have taken on a couple of projects without compensation in order to prove our concept. Our business activities thus far have been concentrated in and around the Philadelphia, Pennsylvania market.

 

We have not generated any revenues to date. We do not currently engage in any business activities that provide cash flow. Our cash at hand is limited to the investments we raised during our initial round of financing as well as an initial contribution from our Director, less our expenses to date. In June 2014, we completed a Regulation D Rule 506 offering in which we sold 533,000 shares of common stock to 34 investors, at a price per share of $0.10 per share for an aggregate offering price of $53,300.

 

We are in the business of providing merchandising and consulting services to craft beer brewers and distributors, as well as providing additional marketing support within the craft beer industry to retailers and other organizations as needed. While we do not directly produce alcoholic beverages, we provide services to help businesses in the industry improve their marketing, sales and operations. The Company was founded by Andrew Gavrin, a seasoned businessman who has worked in the alcoholic beverage field for the past 5 years after working as a strategy consultant for consumer product and other companies. Mr. Gavrin recognized the opportunity for a robust independent third party company that could help craft brewers and distributors create and implement marketing, promotional and merchandising plans while working in the industry following 3 years as a strategy consultant.

 

During the six months ended June 30, 2015, we have spent considerable time building our brand online as well as conducting meetings with potential clients in order to generate revenue.

 

Social media has been a key focus on our work as it is both the source of information for many craft beer brewers, distributors, retailers and consumers. We have actively engaged with both Twitter (@abvbeer) and Facebook (/abvconsulting), providing content relevant to our audience. Additionally, we have continued our blog entries located on our website (www.abvconsulting.com). One such entry received significant positive attention through its placement on the blog of a 3rd party, SommBeer.com. We have agreed to become a featured contributor at SommBeer.com. In addition to providing blog entries which will reach their audience, including their 12,000+ Twitter followers, we will be providing periodic beer reviews as part of a regular feature on their blog.

 

During the six months ended June 30, 2015, we also held numerous conversations with craft breweries for which they may be able to provide support. Potential engagements from these conversations range from providing general marketing support to sharing expertise in start-up canning operations to acting as a de facto sales force for one such company. We will continue exploring these relationships in the coming months and hope to advance discussions into concrete engagements in accordance with our business plan and objectives.

 

 

In February, we held an unpaid tasting event for a retailer in London, UK and a large local craft brewery. The event was a success, drawing approximately 100 attendees to the retailer's location and generating an awareness of the retailer's craft beer offerings. The event also allowed us to build a relationship with the craft brewer in addition to the retailer.

 

In the next three months, the Company expects to: (1) enhance its social media presence; (2) become more prominent as a trusted expert in the field based on a greater blog presence; (3) build upon the existing relationships with potential clients; (4) continue general brand building and marketing efforts; and (5) work towards a proprietary event.

 

Now that the Company has established a baseline of content on its Facebook and Twitter sites, the Company plans to commence an advertising campaign in Q3 2015 to attract new "Likes" and "Followers" to drive more engagement and enhance credibility. Additionally, using the blog platform as a content generator, additional industry insights generated by the company will have a broader audience following such advertising campaigns.

 

We will be continuing to work closely with the breweries, distributors and retailers with which relationships have already been formed with the hope that it may be able to turn the relationships into engagements. Gaining a better understanding of the challenges of such companies will allow us to create potential engagements for these companies. We will also continue its marketing efforts in order to attract new potential clients and build additional relationships.

 

The Company has recognized the abundance of “beer festivals” taking place across the US and the rest of the world. However, we believe that there is an opportunity to create a proprietary event and a unique experience for craft beer drinkers that would differentiate us from the other event providers. During the next three months, the Company will explore the viability of creating a proprietary and differentiated event.

 

To date, our development efforts have been focused primarily on the development and marketing of our business model. In addition, to date we have limited operating history for investors to evaluate the potential of our business development. As such, we have not built our customer base or our brand name. In addition, our sources of cash are not adequate for the next 12 months of operations. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely.

  

Critical Accounting Policies and Estimates

 

Use of Estimates in Financial Statements

 

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates during the period covered by these financial statements include the valuation of deferred tax asset and imputed compensation costs.

 

Emerging Growth Company

 

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC.

 

 

We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an “emerging growth company” immediately.

 

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

 

Fair value measurements and Fair value of Financial Instruments

 

The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820.

 

Due to the short-term nature of all financial assets and liabilities, their carrying value approximates their fair value as of the balance sheet date.

 

Revenue Recognition

 

The Company recognizes revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

The Company recognized revenues from two primary sources:

 

1. Consulting Services: The marketing and pro bono efforts actively taken by the Company to date have been with the goal of securing clients who will be paying the Company to perform consulting services for them. These clients are expected to be brewers, distributors and retailers.

 

a. The Company is actively promoting its ability to assist potential clients in a range of services in their marketing, promotion, merchandising and sales efforts. These can include everything from developing a brand from scratch to creating a cohesive marketing strategy to developing a one-off promotion or merchandising concept for a client to executing a series of samplings or promotions.

 

b. The revenue generated will be dependent on the type of work performed. For a larger strategy project, the Company anticipates charging a client by the hour, whereas for a one-off promotion, a set price will likely be the pricing structure. To provide staffing for implementation of an idea, the Company expects a per event cost structure.

 

 

2. Proprietary Events: Based on the success of the charitable beer festival which the Company developed, managed and executed early in 2014, we believe that there is an opportunity to create proprietary events which could generate revenue for the Company. The Company would manage all of the aspects of the event - from the theme to the logistics to the marketing to the staffing and execution, and in turn, would receive all of the revenue from such events.

 

In addition to the two primary sources of expected revenue outlined above, the Company believes that there will be additional, though currently unplanned for, opportunities for revenue. These could include online advertising revenue from other companies looking to attract a similar customer base, providing training on Craft beer to the general public, and licensing custom merchandising pieces for breweries, as well as other opportunities that are yet unforseen. 

 

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on  “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  Currently, there is no guidance in U.S. GAAP about management’s responsibility toevaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).

 

The amendments in this Update are effective for public entities for annual periods ending after December 15, 2016. Early adoption is permitted.  The effect of adoption of this standard is not expected to have a material effect on the Company.

  

Results of Operations

 

For the Three Months Ended June 30, 2015 as Compared to the Three Months Ended June 30, 2014

 

We have conducted minimal operations during the three months ended June 30, 2015, and we have not generated revenues during this period.  We had net losses of $9,884 for the three months ended June 30, 2015 as compared to $2,635 for the three months ended June 30, 2014.

  

During the three months ended June 30, 2015, we experienced general and administrative expenses of $3,536 and professional fees of $6,271 for total expenses of $9,807. These expenses consist of professional fees for legal and Accounting fees. For the three months ended June 30, 2014 we experienced general and administrative expenses of $0 and professional fees of $2,635 for total expenses of $2,635.

 

For the Six Months Ended June 30, 2015 as Compared to the Six Months Ended June 30, 2014

 

We have conducted minimal operations during the six months ended June 30, 2015, and we have not generated revenues during this period.  We had net losses of $27,131 for the six months ended June 30, 2015 as compared to $4,135 for the six months ended June 30, 2014.

  

During the six months ended June 30, 2015, we experienced general and administrative expenses of $6,714 and professional fees of $20,340 for total expenses of $27,054. These expenses consist of professional fees for legal and Accounting fees. For the six months ended June 30, 2014 we experienced general and administrative expenses of $0 and professional fees of $4,135 for total expenses of $4,135.

 

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations through the sale of our common stock.

 

Our primary uses of cash have been for legal, accounting and audit fees. The following trends are reasonably likely to result in a material decrease in our liquidity in the near term:

 

	●	Development of a Company website
	●	Exploration of potential marketing and advertising opportunities, and
	●	The cost of being a public company

 

Our net revenues are not sufficient to fund our operating expenses. At June 30, 2015, we had a cash balance of $12,185. Since inception, we raised $68,300 from the sale of common stock and $20,000 in notes from our President and CEO to fund our operating expenses, pay our obligations, and grow our company. We currently have no material commitments for capital expenditures. We may be required to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations.   We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations. We may need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company. We do not anticipate we will be profitable in 2015.  Therefore our future operations may be dependent on our ability to secure additional financing.  Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

  

Going Concern

 

As of June 30, 2015, the Company had an accumulated deficit of $92,472 and used cash in operations of $38,439 for the six months ended June 30, 2015. 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 Company’s 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.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Contractual Obligations

 

We do not have any contractual obligations at this time.

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 4.

Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.

  

Changes in Internal Controls over financial reporting

 

No change in our internal control over financial reporting occurred during the last quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A.

Risk Factors.

 

Smaller reporting companies are not required to provide the information under this item.

  

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

Not applicable.

 

Item 5.

Other Information.

 

None.

 

Item 6.

Exhibits.

 

Exhibit Number		Exhibit Title
31.1		Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

 

+In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. 

 

 

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.

 

	ABV CONSULTING, INC.
August 3, 2015	By:	/s/ Andrew Gavrin
		Andrew Gavrin
		President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Accounting Officer)

 

 

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