ABBY INC. INFORMATION AND DISCLOSURE STATEMENT Address: 455 E. Thousand Oaks Blvd. Ste. 105 Thousand Oaks, Ca 91360 CIK 0001428535 Symbol ABBY SIC Code 7389 BUSINESS SERVICES, NOT ELSEWHERE CLASSIFIED Period Ending December 31st, 2017 1
FORWARD-LOOKING STATEMENTS This report contains forward-looking statements including statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words expects, anticipates, intends, believes or similar language. These forward-looking statements involve risks, uncertainties and other factors. All forward-looking statements included in this report are based on information available to us on the date hereof and speak only as of the date hereof. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. The factors discussed above under Risk Factors and elsewhere in this report are among those factors that in some cases have affected our results and could cause the actual results to differ materially from those projected in the forward-looking statements. 2
Part A-General Company Information 1) The exact name of the issuer and its subsidiary and predecessor (if any) Abby Inc. and its subsidiaries, Tulip Enterprises Inc. and The Evans Corporation 2) Address of the issuer s principal executive offices Company Headquarters 455 E. Thousand Oaks Blvd. #105, Thousand Oaks, Ca 91360 877-872-3293 Admin@abbycompanies.com www.abbyholdinggroup.com IR Contact N/A 3) Security Information Trading Symbol: ABBY Exact Title and Class of securities outstanding: Common CUSIP: 00287T 308 Par or Stated Value: $.001 Total Shares authorized: 500,000,000 as of Dec. 31st, 2017 Total Shares outstanding: 119,758,371 as of Dec. 31st, 2017 Additional class of securities: Trading Symbol: ABBY Exact Title and Class of securities outstanding: Preferred CUSIP: N/A Par or Stated Value: $.001 Total Shares authorized: 25,000,000 as of Dec. 31st, 2017 Total Shares outstanding: NONE 3
Transfer Agent Island Stock Transfer 15500 Roosevelt Blvd Clearwater, FL 33760 Telephone: (727) 289-0010 Is the Transfer Agent registered under the Exchange Act? * Yes X No *To be included in the OTC Pink current Information tier, the transfer agent must be registered under the Exchange Act. List any restrictions on the transfer of the security: N/A Describe any trading suspension orders issued by the SEC in the past 12 months: None The Company filed a voluntary Form 15 termination of registration reporting requirements on March 15, 2014. List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the last 12 months. Abby Inc. fully acquired Tulip Enterprises, Inc. on Sept. 18, 2013 this included all outstanding debt owed by Tulip Enterprises, Inc. and it s assets. Abby, Inc. has been issued stock in The Evans Corporation, A California Corporation, this has allowed Abby, Inc. controlling interest in The Evans Corporation. Abby Inc. has included their business activity in our financials and annual reports. Abby Inc. completed a 1 for 150 Stock split on September 09/15/2014. 4
4) Issuance History List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such person or entities The list shall indicate: A. The nature of each offering: (e.g. Securities Act Rule 504, Intrastate, etc.) N/A B. Any jurisdictions where the offering was registered or qualified. N/A C. The number of shares offered: N/A D. The number of shares sold: N/A E. The price at which the shares were offered, and the amount actually paid to the issuer. N/A F. The Trading status of the shares and : The 89,416,670 shares of our common stock are restricted in accordance with Rule 144. The 30,341,701 shares of our common stock are free of all restrictions to trading in accordance to Rule 144. G. Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act. The 89,416,670 shares of our common stock mentioned herein are restricted in accordance with Rule 144, and the certificates contain a standard restrictive legend. 5) Financial Statements The Financial Statements Publish on March 10, 2018 for the period ending Dec 31st, 2017. 5
Abby Inc. (A Developmental Stage Company) Consolidated Balance Sheet Including Evans Corp. DBA Evans Auto Brokerage As of Dec 31st, 2017 (unaudited) Dec 31, 17 Dec 31, 16 ASSETS Current Assets Checking/Savings Bank of America 64.51 226.29 Evans Bank Accounts 10,009.34 64.28 Tulip Bank Accounts 0.00 66.34 Total Checking/Savings 10,073.85 356.91 Other Current Assets Auto Inventory 11,645.00 0.00 Commissions Receivable 11,833.71 0.00 Restricted Stock Deferred Tax A 80,000.00 0.00 Total Other Current Assets 103,478.71 0.00 Total Current Assets 113,552.56 356.91 Fixed Assets 2005 GMC 0.00 25,000.00 Accumulated Depreciation -17,851.00-48,160.00 Fixed Assets Evans 21,406.22 35,231.22 Furniture and Equipment 6,000.00 6,000.00 Total Fixed Assets 9,555.22 18,071.22 Other Assets Due from Shareholders 27,970.00 27,970.00 Total Other Assets 27,970.00 27,970.00 TOTAL ASSETS 151,077.78 46,398.13 LIABILITIES & EQUITY Liabilities Current Liabilities Credit Cards Bank of America Credit Card 4,312.69 3,856.89 Total Credit Cards 4,312.69 3,856.89 Other Current Liabilities Abby Accounts Payable 26,710.00 26,710.00 ATG Payable 59,357.22 59,357.22 6
Floor Financing 6,605.00 0.00 Note Payable Adtron 52,000.00 0.00 Note Payable KMS 67,337.30 63,237.30 Notes Payable Evans Evans Due to ATG 2,800.00 2,800.00 Evans Due to Brazos 32,400.00 32,400.00 Evans Due to KMS 42,500.00 42,500.00 Evans Due to OPF 203,875.00 193,700.00 Total Notes Payable Evans 281,575.00 271,400.00 OPF Payable 90,349.14 69,089.14 Payable to Amanda Flores for Tu 2,500.00 2,500.00 Payroll Liabilities 3,717.40 6,417.40 Sales Tax Payable -399.57 16,380.37 Shareholder Loan 208,351.73 208,351.73 Total Other Current Liabilities 798,103.22 723,443.16 Total Current Liabilities 802,415.91 727,300.05 Total Liabilities 802,415.91 727,300.05 Equity Additional Paid in Capital 3,244,275.80 3,148,371.80 Capital Stock 337,922.74 337,826.74 Non Controlling Interest -247,342.36-236,449.36 Retained Earnings -3,919,758.10-3,576,807.16 Net Income -66,436.21-353,843.94 Total Equity -651,338.13-680,901.92 TOTAL LIABILITIES & EQUITY 151,077.78 46,398.13 7
Abby Inc. (A Developmental Stage Company) Consolidated Income Statement Jan 2017 through December 2017 (Unaudited) Jan - Dec 17 Jan - Dec 16 Ordinary Income/Expense Income Broker Commissions 94,889.71 32,315.95 Car Sales 47,748.55 126,040.81 Sales 0.00 1,380.00 Total Income 142,638.26 159,736.76 Cost of Goods Sold Auto Readiness 5,496.02 864.77 COGS 2,459.91 0.00 COGS Car Inventory 32,765.51 101,425.11 COGS Sep Items 841.98 6,863.93 Total COGS 41,563.42 109,153.81 Gross Profit 101,074.84 50,582.95 Expense Accounting 4,800.00 2,400.00 Advertising and Promotion 29,435.62 20,387.85 Automobile Expense 54.41 48.00 Bank Service Charges 3,147.59 1,826.00 Bond Expense 2,020.00 0.00 Computer and Internet Expenses 283.06 789.50 Depreciation Expense 3,628.00 3,891.00 Dues & Subscriptions 729.21 745.20 Employee Benefits 0.00 592.80 Finders Fees 12,060.50 0.00 Interest Expense 4,625.10 2,078.42 Lead Fees 0.00 1,425.00 Legal & Professional 0.00 10.00 Licenses & Permits 205.50 187.99 Meals and Entertainment 136.00 75.00 Misc. 205.25-668.87 Office Expense 5,280.53 2,642.28 Office Supplies 281.16 444.77 OTC Market Fees 6,000.00 6,000.00 Outside Services 70,555.49 43,464.46 Payroll Taxes 0.00 463.81 8
Postage & Delivery 127.45 187.70 Rent Expense 8,906.60 10,447.99 Repairs and Maintenance 0.00 172.97 Salaries & Wages (non officer) 0.00 1,008.00 State Franchise Tax 2,884.90 1,545.19 Storage 454.00 0.00 Telephone Expense 1,499.82 591.32 Transfer Agent Fees 2,823.00 1,530.00 Travel Expense 385.67 323.89 Uniforms 196.78 0.00 Utilities 1,897.41 1,584.82 Website 0.00 554.32 Total Expense 162,623.05 104,749.41 Net Ordinary Income -61,548.21-54,166.46 Other Income/Expense Other Income Gain on Debt Forgiveness 0.00 72,500.00 Total Other Income 0.00 72,500.00 Other Expense Impaired Goodwill 0.00 310,268.00 Loss on Abandoned Improvements 4,888.00 0.00 Loss on Debt Conversion 0.00 61,909.48 Total Other Expense 4,888.00 372,177.48 Net Other Income -4,888.00-299,677.48 Net Income -66,436.21-353,843.94 9
Abby Inc. (A Developmental Stage Company) Consolidated Cash Flow Statement Includes Evans Corp. Operations Jan through Dec 2017 (Unaudited) Jan - Dec 17 OPERATING ACTIVITIES Net Income -66,436.21 Adjustments to reconcile Net Income to net cash provided by operations: Depreciation Expense 3,628.00 Loss on Abandoned Improvements 4,888.00 Auto Inventory -11,645.00 Commissions Receivable -11,833.71 Payroll Liabilities -2,700.00 Sales Tax Payable -16,779.94 Net cash provided by Operating Activities -100,878.86 INVESTING ACTIVITIES 2005 GMC 25,000.00 Accumulated Depreciation -33,937.00 Fixed Assets Evans 8,937.00 Net cash provided by Investing Activities 0.00 FINANCING ACTIVITIES Restricted Stock Deffered Tax A -80,000.00 Bank of America Credit Card 455.80 Floor Financing 6,605.00 Note Payable Adtron 52,000.00 Note Payable KMS 4,100.00 Notes Payable Evans:Evans Due to OPF 10,175.00 OPF Payable 21,260.00 Additional Paid in Capital 95,904.00 Capital Stock 96.00 Net cash provided by Financing Activities 110,595.80 Net cash increase for period 9,716.94 Cash at beginning of period 356.91 10
Cash at end of period 10,073.85 6) Describe the Issuer s Business, Products and Services Describe the issuer s business so a potential investor can clearly understand the company. In answering this item, please include the following: A. a description of the issuer s business operations: We are a start-up, corporation and have generated minimal revenues from our business operations. We have pursued and investigated several potential opportunities. We were able to participate in a number of entertainment, food and beverage opportunities. Our president has recommended that we increase the size and scope of our board of directors for individuals that may be able to assist the search for further opportunity. We have identified what we believe to be an opportunity in the auto industry to disrupt and change the way the consumer performs the task of purchasing vehicles. Abby, Inc. has starting investing in The EVANS CORPORATION, its investments has allowed it to take a controlling equity stake in the company. The Evans Corporation is an Automotive Auto Broker that focuses on Auto Brokerage and Sales doing business in California under Evans Auto Brokerage & Sales. B. Date and State (or Jurisdiction) of Incorporation December 11, 2000 in the State of Colorado C. The issuer s primary and secondary SIC We currently changing our code to reflect SIC code 7389 D. The issuer s fiscal year end date December 31 st 11
E. Principal products or services and their markets Social media awareness, graphic design, websites and electronic marketing, and Auto Retail, & Wholesale transactions, and Brokering, in the Southern CA market 7) Describe the Issuer s Facilities The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer. In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership. If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases. The Issuer s office space located at 455 E. Thousand Oaks Blvd, #105, Thousand Oaks, Ca 91360 at a rate of $ 0 per month. Evans Auto Brokerage pays for the office space. The lease is set to expire on June 30th 2017. The Issuer rents storage space in Escondido, Ca on a month to month basis at a rate of $402 dollars per month. The space holds the issuer s catering supplies, carnival and Obstacle all of which are free and clear with a FMV of approx. $2500.00 12
8) Officers, Directors, and Control Persons The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant shareholders. A. Names of Officers, Directors, and Control Persons. In responding to this item, please provide the names of each of the issuer s executive officers, directors, general partners and control persons (control persons are beneficial owners of more than five percent (5%) of any class of the issuer s equity securities), as of the date of this information statement. Name & Address Arik Avaneszadeh, 136 N. Castilian Avenue, Newbury Park, Ca 91320 Title Shareholder Benjamin Rangel 1274 Bosworth Street El Cajon, Ca 92019 Brehnen Knight 2907 Via Loma Vista Escondido, Ca 92029 King Mutual Solutions, Inc. 2307 Fenton Parkway #107 San Diego, Ca 92108 Julie Rehubottom 254-16 Midlake Blvd SE Calgary, AB T2X 2X7 Director of Electronic Marketing CEO Shareholder Shareholder 13
B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); None. 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; None 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or None 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. None C. Beneficial Shareholders. Provide a list of the name, address and shareholdings or the Percentage of shares owned by all persons beneficially owning more than ten percent (10%) of any class of the issuer s equity securities. If any of the beneficial shareholders are corporate shareholders, provide the name and address of the person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. Common Stock 21,780,000 shares owned by Benjamin Rangel, 1274 Bosworth Street, El Cajon, Ca 92019 this equals to approx. 44.05% of outstanding common stock. All shares are restricted per rule 144 and bare the restrictive legends. 11,500,000 shares owned by Brehnen Knight, 2907 Via Loma Vista, Escondido, Ca 92029 this equals to approx. 23% of outstanding common stock. All shares are restricted per rule 144 and bare the restrictive legends. 48,000,000 shares owned by Arik Avaneszadeh, 136 N. Castilian Avenue, Newbury Park, Ca 91320 this equals to approx. 40.08% of the outstanding common stock. All Shares are 14
restricted per rule 144 and bare the restrictive legends. 9) Third Party Providers Please provide the name, address, telephone number, and email address of each of the following outside providers that advise your company on matters relating to operations, business development and disclosure: Legal Counsel Name: Frederick C. Bauman Firm: Bauman & Associates Law Firm Address: 6228 Dartie Street Address 2: Las Vegas, NV 89130 Phone: 702-633-8372 Email: fred@lawbauman.com Accountant or Auditor Name:N/A Firm: N/A Address 1: Address 2: Email: N/A Investor Relations Consultant Name: N/A Firm: N/A Address 1: N/A Address 2: N/A Phone: N/A Email: N/A 15
Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure statement. Name: N/A Firm: N/A Address 1: N/A Address 2: N/A Phone: N/A Email: N/A 10) Issuer Certification The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles, but having the same responsibilities). The certifications shall follow the format below: I, Brehnen Knight certify that: 1. I have reviewed the Disclosure Statement of ABBY, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. March 9, 2018 /s/ Brehnen Knight Chief Executive Officer and Chief Financial Officer 16