Attached files
| file | filename |
|---|---|
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - ABV CONSULTING, INC. | abv_ex991.htm |
| 8-K/A - FORM 8-K/A - ABV CONSULTING, INC. | abv_8ka.htm |
EXHIBIT 99.2
The following statements represent pro forma disclosures applicable to the APSL Acquisition described above. The unaudited pro forma condensed balance sheet as of December 31, 2016, is based on the balance sheets of ABV Consulting, Inc. and Allied Plus (Samoa) Limited as of December 31, 2016. The unaudited pro forma condensed statement of operations for the year ended December 31, 2016 is based on the statement of operations for ABV Consulting, Inc. for the year ended December 31, 2016 and the statement of operations of Allied Plus (Samoa) Limited for the period ended December 31, 2016. The pro forma financial statements contain the adjustments and assumptions described below.
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ABV CONSULTING, INC.
Unaudited Pro Forma Condensed Balance Sheets
December 31, 2016
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ABV Consulting, Inc. December 31, |
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ALLIED PLUS (SAMOA) LIMITED December 31, |
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Proforma Adjustments |
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Proforma As Adjusted |
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ASSETS | ||||||||||||||||
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Current Assets |
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Cash and cash equivalents |
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$ | 1,636 |
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$ | 42,000 |
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$ | - |
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$ | 43,636 |
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Total Current Assets |
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1,636 |
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42,000 |
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- |
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43,636 |
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TOTAL ASSETS |
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$ | 1,636 |
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$ | 42,000 |
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$ | - |
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$ | 43,636 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||
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Current Liabilities |
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Accounts payable and accrued liabilities |
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$ | 3,589 |
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$ | - |
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$ | - |
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$ | 3,589 |
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Due to related parties |
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20,000 |
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92,619 |
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- |
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112,619 |
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Total Current Liabilities |
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23,589 |
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92,619 |
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- |
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116,208 |
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TOTAL LIABILITIES |
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23,589 |
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92,619 |
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- |
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116,208 |
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Stockholders' Deficit |
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Preferred stock: 10,000,000 authorized; $0.0001 par value |
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No shares issued and outstanding |
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- |
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- |
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- |
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- |
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Common stock: 3,000,000,000 shares authorized; $0.0001 par value 1,985,533,000 (Adjusted) and 5,533,000 (Unadjusted) shares issued and outstanding at December 31, 2016 |
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553 |
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- |
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198,000 |
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198,553 |
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Common Stock, $1 par value, 50,000 shares authorized, 22,000 issued and outstanding, respectively |
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- |
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22,000 |
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(22,000 | ) |
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- |
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Additional paid in capital (capital deficiency) |
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159,437 |
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- |
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(357,943 | ) |
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(198,506 | ) |
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Accumulated deficit |
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(181,943 | ) |
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(72,619 | ) |
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181,943 |
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(72,619 | ) |
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Total Stockholders' Deficit |
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(21,953 | ) |
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(50,619 | ) |
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- |
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(72,572 | ) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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$ | 1,636 |
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$ | 42,000 |
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$ | - |
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$ | 43,636 |
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| 2 |
ABV CONSULTING, INC.
Unaudited Pro Forma Condensed Statements of Operations
For the Year Ended December 31, 2016
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ABV Consulting, Inc. |
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ALLIED PLUS (SAMOA) LIMITED January 11, 2016 |
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Year Ended |
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(Inception) to |
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December 31, |
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December 31, |
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Proforma |
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Proforma |
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2016 |
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2016 |
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Adjustments |
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As Adjusted |
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Revenue |
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$ | 2,000 |
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$ | - |
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$ | (2,000 | ) |
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$ | - |
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Cost of revenue |
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- |
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- |
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- |
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- |
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Gross Profit |
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2,000 |
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- |
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(2,000 | ) |
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- |
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Operating Expenses |
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Salaries and wages |
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- |
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7,000 |
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- |
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7,000 |
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General and administrative |
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22,053 |
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65,619 |
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(22,053 | ) |
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65,619 |
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Professional fees |
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49,470 |
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- |
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(49,470 | ) |
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- |
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Total Operating Expenses |
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71,523 |
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72,619 |
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(71,523 | ) |
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72,619 |
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Net loss from operations |
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(69,523 | ) |
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(72,619 | ) |
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69,523 |
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(72,619 | ) |
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Other Income (Expense) |
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Interest expense |
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(349 | ) |
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- |
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349 |
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- |
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Total other income (expense) |
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(349 | ) |
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- |
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349 |
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- |
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Net loss before taxes |
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(69,872 | ) |
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(72,619 | ) |
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69,872 |
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(72,619 | ) |
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Income tax benefit |
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- |
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- |
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- |
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- |
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Net loss |
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$ | (69,872 | ) |
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$ | (72,619 | ) |
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$ | 69,872 |
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$ | (72,619 | ) |
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Other comprehensive income |
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- |
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- |
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- |
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- |
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Comprehensive Loss |
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$ | (69,872 | ) |
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$ | (72,619 | ) |
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$ | 69,872 |
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$ | (72,619 | ) |
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Basic and dilutive loss per common share |
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$ | (0.01 | ) |
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$ | (19.26 | ) |
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$ | (0.00 | ) |
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Weighted average number of common shares outstanding |
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5,533,000 |
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3,770 |
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1,985,533,000 |
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| 3 |
ABV CONSULTING, INC.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Pro forma Adjustments:
The unaudited pro forma condensed balance sheet and statements of operations reflect the following adjustments associated with the acquisition of Allied Plus (Samoa) Limited by ABV Consulting, Inc.:
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To record 1,980,000,000 shares of common stock of ABV Consulting, Inc. issued in exchange for 22,000 shares of common stock of Allied Plus (Samoa) Limited.
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To eliminate the accumulated loss of ABV Consulting, Inc. incurred before the reverse acquisition.
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