ABV Consulting, Inc. (OTCMKTS:ABVN) Files An 8-K Completion of Acquisition or Disposition of Assets

ABV Consulting, Inc. (OTCMKTS:ABVN) Files An 8-K Completion of Acquisition or Disposition of Assets

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Item 2.01 Completion of Acquisition or Disposition of Assets

On February 28, 2017, ABV Consulting, Inc. (the Company) closed
the share exchange (the Exchange) to the terms of that certain
Share Exchange Agreement (the Agreement), dated February 24,
2017, by and between the Company, Allied Plus (Samoa) Limited, an
international company incorporated in Samoa with limited
liability (APSL), and shareholders holding 50% of the outstanding
equity interests of APSL and listed in Annex I to the Agreement
(the Sellers). In connection with the closing, on February 28,
2017, the Company filed Articles of Exchange with the Secretary
of State for the State of Nevada, which Articles of Exchange
became effective upon filing. See the Companys Current Report on
Form 8-K filed with the Securities Exchange Commission on
February 24, 2017, which is incorporated herein by reference, for
a detailed description of the Agreement.

At the closing of the Exchange, the Company acquired 50% of the
outstanding equity interests of APSL from the Sellers, and the
Company issued to the Sellers, pro-rata based on each Sellers
ownership percentage of APSL prior to the Exchange, 1,980,000,000
shares of the Companys common stock, par value $0.0001 per share
(representing approximately 99.72% of the Companys outstanding
common stock). As a result, the Sellers became stockholders of
the Company and APSL became a subsidiary of the Company. For
federal income tax purposes, it is intended that the Exchange
qualify as a tax-free reorganization under the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended.
There exists no material relationship between the Sellers and the
Company, affiliates of the Company, the directors or officers of
the company or any associates of the directors or officers of the
Company.

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 Peoples Republic of Chinas
broad One Belt, One Road regional investment and development
initiative, and for other purposes.

Item 3.02 Unregistered Sale of Equity
Securities.

The disclosure in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item. The Company claims an
exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), for the private
placement of the herein referenced securities, to Section 4(a)(2)
of the Securities Act and Regulation D promulgated thereunder
because, among other things, the transactions did not involve a
public offering, each of the recipients acquired the securities
for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities in each
instance.

Item 5.01 Changes in Control of Registrant

The disclosure in Item 2.01 of this Current Report on Form 8-K is
incorporated by reference into this Item. Ms. Ping Zhang owns
5,000,000 common shares of the Company, which comprised 90.37% of
the Companys issued and outstanding stock immediately prior to
the closing of the Exchange. Following the closing of the
Exchange, Ms. Zhangs ownership of the Company was reduced to
0.25%. None of the parties to the Agreement are subject to any
agreement related to the election of directors of the Company,
and there are no arrangements known to the Company which may at a
subsequent date result in a change of control of the Company.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The financial statements required by this Item, with respect to
the acquisition described in Item 2.01 herein, will be filed by
the Company by amendment to this Current Report on Form 8-K not
later than 71 days after the date on which this Current Report on
Form 8-K was required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by this Item, with
respect to the acquisition described in Item 2.01 herein, will be
filed by the Company by amendment to this Current Report on Form
8-K not later than 71 days after the date on which this Current
Report on Form 8-K was required to be filed.


About ABV Consulting, Inc. (OTCMKTS:ABVN)

ABV Consulting, Inc. provides merchandising and consulting services to craft beer brewers and distributors. The Company also provides marketing support within the craft beer industry to retailers and other organizations. The Company provides general branding support, including marketing research, naming and graphic design help. It builds and merchandises displays of product in the off-premise class of trade. It executes sampling promotions, where legal, in the on-premise and off-premise class of trade. The Company develops and/or executes promotions in the on-premise class of trade. It is also involved in manning sampling booths at local beer festivals. It develops and/or executes other sales and marketing strategies. The Company focuses on providing services for retailers and other organizations using craft beer, including organizing, promoting and managing beer festivals; managing merchandising, and promoting and executing sampling efforts in order to drive customers into the store.

ABV Consulting, Inc. (OTCMKTS:ABVN) Recent Trading Information

ABV Consulting, Inc. (OTCMKTS:ABVN) closed its last trading session 00.00 at 3.00 with shares trading hands.

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