UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

(Mark One)

For the quarterly period ended June 30, 2017

Or

For the transition period from _______________ to _______________

Commission File Number: 333-198567

Registrant’s telephone number including area code: (852) 3758 2116

Unit A, 21^st Floor, 128 Wellington Street, Central, Hong Kong

(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 small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of August 30, 2017, the registrant had 1,985,533,000 shares of common stock, par value $0.0001 per share, issued and outstanding.

EXPLANATORY NOTE

ABV Consulting, Inc., (the “Company”) has prepared this Amendment No. 1 (this “Amendment”) on Form 10-Q/A to its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2017 (the “Form 10-Q”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2017, for the purpose of including a previously unreported subsidiary, ABV Consulting (HK) (“ABV HK”), to the list of subsidiaries found on Exhibit 21.1. Accordingly, this Amendment will amend, in its entirety, the following items contained within the Form 10-Q: Exhibit 21.1 within Item 6 of Part II. The Company notes that only Exhibit 21.1 is amended within Item 6 of Part II, and unless explicitly stated in this Amendment, the remaining exhibits and content of Item 6 of Part II remain as filed in the Form 10-Q.

This Amendment does not reflect events occurring after the filing of the Form 10-Q, or modify or update those disclosures that may be affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-Q.

In addition, pursuant to the rules of the SEC, Item 6 of Part II of the Form 10-Q has been amended to contain currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002. All other information contained in the Form 10-Q remains unchanged.

PART II - OTHER INFORMATION

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.