ABBY Abby Inc (CE)

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of ABBY INC.., a Colorado corporation (the "Company"), of proxies from the holders of the Company's common stock, par value $.001 per share (the "Common Stock"), for use at the Annual Meeting of Stockholders of the Company to be held at 9:00 a.m., local time, on JULY 8, 2013 at 2655 Camino Del Rio North, Suite 410, San Diego, CA, 92108 and at any adjournment thereof (the "Annual Meeting"), pursuant to the enclosed Notice of Annual Meeting of Stockholders.

The approximate date that this Proxy Statement and the enclosed form of proxy are first being sent to Stockholders is JULY 8, 2013. Stockholders should review the information provided herein in conjunction with the Company's 2012 Annual Report, which was filed with the Securities and Exchange Commission on March 15, 2013 on Form 10-K and the Company's quarterly filings on Form 10-Q.  The Company's principal executive offices are located at 2655 Camino Del Rio North, Suite 410, San Diego, CA, 92108

INFORMATION CONCERNING PROXY

The enclosed proxy is solicited on behalf of the Company's Board of Directors. Stockholders who hold their shares through an intermediary must provide instructions on voting as requested by their bank or broker. The giving of a proxy does not preclude the right to vote in person should any shareholder giving the proxy so desire. Stockholders have an unconditional right to revoke their proxy at any time prior to the exercise thereof, either in person at the Annual Meeting or by filing with the Company's Secretary at the Company's executive office a written revocation or duly executed proxy bearing a later date; however, no such revocation will be effective until written notice of the revocation is received by the Company at or prior to the Annual Meeting.

The cost of preparing, assembling and mailing this Proxy Statement, the Notice of Annual Meeting of Stockholders and the enclosed proxy will be borne by the Company. In addition to the use of the mail, employees of the Company may solicit proxies personally and by telephone. The Company's employees will receive no compensation for soliciting proxies other than their regular salaries. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies. The Company may reimburse such persons for their expenses in so doing.

OTHER MATTERS; DISCRETIONARY VOTING

Our Board of Directors does not know of any matters, other than as described in the notice of Meeting attached to this Proxy Statement, that are to come before the Meeting.

If the requested proxy is given to vote at the Meeting, the persons named in such proxy will have authority to vote in accordance with their best judgment on any other matter that is properly presented at the Meeting for action, including without limitation, any proposal to adjourn the Meeting or otherwise concerning the conduct of the Meeting.

RIGHT TO REVOKE PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted.  Proxies may be revoked by:

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filing with the President of the Company, before the polls are closed with respect to the vote, a written notice of revocation bearing a later date than the proxy;

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duly executing a subsequent proxy relating to the same shares of common stock and delivering it to the President of the Company; or

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attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute a revocation of a proxy).

                                       Any written notice revoking a proxy should be sent to: Amanda Flores, Abby Inc.

                                       2655 Camino Del Rio North, Suite 410, San Diego, CA, 92108

PURPOSE OF THE MEETING

                      At the Annual Meeting, the Company's Stockholders will consider and vote upon the following matters:

 (1)  

To elect the Company's Board of Directors to hold office until the Company's Annual Meeting of Stockholders in 2014 or until his successor is duly elected and qualified; and

 (2)  

To ratify the appointment of Sadler, Gibb & Associates as the Company's independent certified public accountant; and

                  (3)                To ratify the transaction and change of business between Abby, Inc. and Tulip Enterprises, Inc.

(4)

To ratify the name change from Abby, Inc. to Tulip Enterprises Inc., to be effective as of the filing of an amendment to the Company's Articles of Incorporation and Bylaws with the Colorado Secretary of State.

 (5)

To transact such other business as may properly come before the Annual Meeting and any adjournment thereof.

Unless contrary instructions are indicated on the enclosed proxy, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth above) will be voted (a) FOR the election of the nominees for director named below; (b) FOR the proposal to ratify the appointment of, as the Company's independent certified public accountant; (c) FOR the proposal to ratify the transaction between Abby, Inc. and Tulip Enterprises, Inc. (d)  FOR the proposal to ratify the name change from Abby, Inc. to Tulip Enterprises Inc., In the event a shareholder specifies a different choice by means of the enclosed proxy, such shareholder's shares will be voted in accordance with the specification so made.

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Description of Business

Tulip Enterprises, Inc.

T1O Gourmet Thai Food Truck- This truck is currently going through some re branding. The truck is a gourmet food truck that brings food of Thailand to customers throughout Southern California and has made appearances in Las Vegas. The core customer of the truck is female 25-42 with an annual income of 30,000K to 75,000K.

The trucks main two services are lunch and dinner. 

Lunch stops are primarily high end office buildings where we have agreements with the property managers to be on site, on a specific day. We have identified that for maximum return it is best we only stop the truck at the same location every other week. 

The dinner stops are varied. With San Diego being the hub of small breweries of craft beers we stop at breweries without restaurants and we stop at high schools for "Food Truck" Events, we take requests from anyone with a large enough group to support a strong sale for that service.

In addition the truck will stop at major events such as running events, sporting events, Holiday events and food events. The truck has been to Balboa nights which is a local San Diego event in celebration of Christmas held at Balboa Park. The event brings over 300,000 people to the event each year. 

The Truck has been to the Las Vegas Foodie fest, The Pechanga Casino Food Truck rally, San Diego County Food Truck Fair day and other larger named food trucks events that bring in over 5,000 people to each event.

The other segment of our business is Events and Promotions, this covers our other divisions, and include the following:

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Catering

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Food Truck Booking

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Food Truck Event creation 

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Runs

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Concerts

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Food Competitions

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Obstacle Course Challenges

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Beer and/or Wine Fests

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All other events where the general public can purchase an entry 

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Private parties paid for by one or a small number of corporations or organizations, individuals

Most of the events other than catering, will focus on teaming up with a non-profit organizations and donate a portion of the proceeds. This typically will give them a range of 30-40 percent of proceeds depending a few factors. If the organizations are able to assist with a venue, for a reduced cost or free, we will go with the higher part of the range. 

We also take into consideration the fund raising needs of the organization, the goals of the foundation and build an event to suit their needs, mainly focusing on fund raising. This involves listening to their needs and guiding them through the process. The appealing part  T1O Events and promotions is most people volunteer their time to non-profit organizations and have little time or experience to plan events, especially with an attendance of 1000 or more. T1O handles 100% of the planning, and allows the organization to continue the activities of the organization.

Everything is inclusive from permits and traffic control planning to gathering sponsors, and vendors for the event. Our staff is normally on site running the event. We also provide all the accounting and donate to the foundation typically within 15 days of the event. We sell all tickets, sponsor and vendor spots. 

Lastly, we book stops for other food trucks for a monthly fee. With events and promotions being an integral part of the business, we are up to date about many upcoming events to keep food trucks well informed when it comes to implementing their booking schedule.

MARKET FOR COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

         The Company trades on the OTC QB under the symbol "ABBY."  Inclusion on the OTC QB permits price quotation for our shares to be published by such service.  

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

The Board of Directors has set the close of business on JULY 8, 2013 as the record date (the "Record Date") for determining Stockholders of the Company entitled to receive notice of and to vote at the Annual Meeting. As of the date herein there are shares of Common Stock, $.001 par value (the "Common Stock") issued and outstanding, all of which are entitled to be voted at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter submitted to Stockholders for approval at the Annual Meeting.

The presence, in person or by proxy, of at least a majority of the total number of shares of Common Stock outstanding on the Record Date will constitute a quorum for purposes of the Annual Meeting. If less than a majority of the outstanding shares of Common Stock are represented at the Annual Meeting, a majority of the shares so represented may adjourn the Annual Meeting from time to time without further notice. A plurality of the votes cast by holders of the Common Stock will be required for the election of directors. The ratification of the appointment of as the Company's independent certified public accountant, , and the approval of the proposal to change the name change from Abby, Inc. to Tulip Enterprises Inc. will be approved if the number of shares of Common Stock voted in favor of ratification exceeds the number of shares voted against it. Abstentions and broker non-votes will be counted as shares present at the Annual Meeting for purposes of determining a quorum. With respect to the outcome of any matter brought before the Annual Meeting (i) abstentions will be considered as shares present and entitled to vote at the Annual Meeting, but will not be counted as votes cast for or against any given matter and (ii) broker non-votes will not be considered shares present and entitled to vote. Because directors will be elected by a plurality of the votes cast at the Annual Meeting and the other matters to be acted upon at the Annual Meeting will be approved if the number of votes cast in favor of the matter exceeds the number of votes cast against it, abstentions and broker non-votes will have no effect on the outcome of the proposals to be voted upon at the Annual Meeting.

Prior to the Annual Meeting, the Company will select one or more inspectors of election for the Annual Meeting. Such inspector(s) shall determine the number of shares of Common Stock represented at the Annual Meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive, count, and tabulate ballots and votes, and determine the results thereof.

A list of Stockholders entitled to vote at the Annual Meeting will be available for examination by any shareholder at the Company's principal executive office in United States for a period of 10 days prior to the Annual Meeting, and at the Annual Meeting itself.

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