Attached files

file filename
EX-31 - 31.1 - ANVI GLOBAL HOLDINGS, INC.certification311.htm
EX-32 - 32.1 - ANVI GLOBAL HOLDINGS, INC.certification321.htm
EXCEL - IDEA: XBRL DOCUMENT - ANVI GLOBAL HOLDINGS, INC.Financial_Report.xls





 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q


Mark One

[ X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the quarterly period ended November 30, 2013


[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the transition period from ______ to _______


Commission File No. 333-188648


VETRO, INC.

 (Exact name of registrant as specified in its charter)


5461

(Primary Standard Industrial

Classification Code Number)


Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

 

33-1226144

(IRS Employer

Identification No.)



Vetro, Inc.

Jicinska, 2285/4

Prague, Czech Republic 13000

Tel. +420228880935


(Address and telephone number of principal executive offices)



1 | Page





Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [   ]

Non-accelerated filer [   ] Smaller reporting company [X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[   ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 

 

Class

Outstanding as of December 18, 2013

Common Stock, $0.001

10,550,000


In the opinion of management, the accompanying unaudited financial statements contain all adjustments necessary to present fairly the Company’s financial position as of November 30, 2013 and the results of its operations for the nine month period ended November 30, 2013 and its cash flows for the nine month period ended November 30, 2013.

 



2 | Page







Part 1

FINANCIAL INFORMATION

 

Item 1.

Financial Statements

4

   

   Balance Sheets

4

      

   Statements of Operations

5

 

   Statements of Cash Flows

6

 

   Notes to Financial Statements

7

Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

Part II.

OTHER INFORMATION

 

Item 1.   

Legal Proceedings

13

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3   

Defaults Upon Senior Securities

13

Item 4      

Submission of Matters to a Vote of Security Holders

13

Item 5  

Other Information

13

Item 6      

Exhibits

14





3 | Page






VETRO, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

November 30,

2013

(Unaudited)

February 28, 2013

(Audited)

ASSETS

 

 

Current Assets

 

 

 

Cash

$       20,092

$       8,136

 

Total current assets

20,092

8,136

Total assets                                                         

$       20,092

$       8,136

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

Loan from shareholder

$         317

$        317

 

Accounts payable

1,330

-

 

Total current liabilities

1,647

317

Total liabilities

1,647

317

 

Stockholders’ Equity

  

Common stock, $0.001 par value, 75,000,000 shares authorized;

 

 

      10,550,000 shares issued and outstanding (8,000,000 shares issued and outstanding as of February 28, 2013)

10,550

8,000

 

Additional paid-in-capital

22,950

-

 

Accumulated Deficit

(15,055)

(181)

Total stockholders’ equity

18,445

7,819

Total liabilities and stockholders’ equity

$      20,092

$     8,136



The accompanying notes are an integral part of these financial statements.





4 | Page






VETRO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

Three months ended November 30, 2013

Nine ended November 30, 2013

For the period from inception (August 15, 2012) to November 30, 2013

Revenues

$         -

$        -

                  $          -

Cost of revenue  

 -

 

                  -

Gross profit

-

 

-

Operating expenses

7,775 

14,874

15,055

Loss before income tax

(7,775) 

(14,874)

(15,055)

Income taxes                

-

-

-

Net loss

(7,775) 

(14,874)

(15,055)

Loss per share – Basic and Diluted

 (0.00)

(0.00)

 

Weighted Average Shares-Basic and Diluted

10,134,945

8,710,836

 


The accompanying notes are an integral part of these financial statements.



5 | Page








VETRO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

Nine months ended November 30, 2013

For the period from inception (August 15, 2012) to November 30, 2013

Operating Activities

 

 

 

Net loss

$   (14,874)

$        (15,055)

 

Increase in accounts payable

1,330

1,330

 

Net cash used in operating activities

(13,544)

(13,725)


Financing Activities

 

 

 

Proceeds from issuance of common stock

25,500

33,500

 

Proceeds from loan from shareholder

-

317

 

Net cash provided by financing activities

25,500

33,817


Net increase (decrease) in cash

11,956


20,092

Cash at beginning of the period

8,136

-

Cash at end of the period

$      20,092

$         20,092

 

Supplemental cash flow information:

 

 

 

Cash paid for:

 

 

 

Interest                                                                                               

$               -

$                  -

 

Taxes                                                                                           

$               -

$                  -


The accompanying notes are an integral part of these financial statements.



6 | Page





VETRO, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2013

(Unaudited)



NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

VETRO, INC. (the “Company”) was incorporated under the laws of the State of Nevada on August 15, 2012 and intends to sell crepes in Czech Republic. The Company is in the development stage as defined under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.”  Since inception through November 30, 2013 the Company has not generated any revenue and has accumulated losses of $15,055.


NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $15,055 as of November 30, 2013 and further losses are anticipated in the development of its business which raises substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for year ending February 28, 2013 and the three and nine month periods ending November 30, 2013 and from August 15, 2013 (Inception) to November 30, 2013.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.




Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.


The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At November 30, 2013 the Company's bank deposits did not exceed the insured amounts.


Basic and Diluted Income (Loss) Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings

per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.


Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


NOTE 4 – COMMON STOCK


The Company has 75,000,000 common shares authorized with a par value of $0.001 per share. On November 19, 2012, the Company issued 8,000,000 shares of its common stock at $0.001 per share for total proceeds of $8,000. In August 2013, the Company issued 360,000 shares of its common stock at $0.01 per share for total proceeds of $3,600.In September and October 2013, the Company issued 2,190,000 shares of its common stock at $0.01 per share for total proceeds of $21,900.

During the period August 15, 2012 (inception) to November 30, 2013, the Company sold a total of 10,550,000 shares of common stock for total cash proceeds of $33,500.





NOTE 5 – RELATED PARTY TRANSACTIONS


Since inception through November 30, 2013 the Director loaned the Company $317 to pay for incorporation costs and bank expenses.  As of November 30, 2013, the total loan amount was $317. The loan is non-interest bearing and the company currently has no plans for repayment.


NOTE 6 – SUBSEQUENT EVENTS


In accordance with SFAS 165 (ASC 855-10) management has reviewed events between November 30, 2013 and December 16, 2013 and has determined that it does not have any material subsequent events to disclose in these financial statements.






7 | Page







FORWARD LOOKING STATEMENTS


Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


General


Vetro, Inc. was incorporated in the State of Nevada on August 15, 2012 and established a fiscal year end of February 28. We do not have revenues, have minimal assets and have incurred losses since inception. We are a development-stage company formed to commence operations in the business of selling crepes. We have recently started our operation. As of today, we have developed our business plan, and executed a Lease Agreement with David Novak, dated April 17, 2013.   We intend to place our crepe making machines in public venues with high traffic flow such as malls, sport and amusement centers and stores at crowded streets. We focus on crepe making machines because crepes are classic food and do not lose its popularity. Our crepe making machine requires a small area of the premises.

       


RESULTS OF OPERATION


We are a development stage company with limited operations since our inception on August 15, 2012 to November 30, 2013.  As of November 30, 2013, we had total assets of $20,092 and total liabilities of $1,647.  Since our inception to November 30, 2013, we have accumulated a deficit of $15,055. We anticipate that we will continue to incur substantial losses in the next 12 months. Our financial statements have been prepared assuming that we will continue as a going concern.  We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.





8 | Page





Nine Month Period Ended November 30, 2013 Compared to the period from inception (August 15, 2012) to November 30, 2013


Our net loss for the Nine month period ended November 30, 2013 was $14,874 compared to a net loss of $15,055 during the period from inception (August 15, 2012) to November 30, 2013. During the Nine month period ended November 30, 2013, we have not generated   any revenue.  


The weighted average number of shares outstanding was 8,710,836 for the Nine month period ended November 30, 2013.  



LIQUIDITY AND CAPITAL RESOURCES


As of November 30, 2013


As of November 30, 2013, our current assets were $20,092 compared to $8,136 in current assets at February 28, 2013. As of November 30, 2013, our current liabilities were $1,647. Current liabilities were comprised of $317 in loan from shareholder and $1,330 in accounts payable.


Stockholders’ equity increased from $7,819 as of February 28, 2013 to $18,445 as of November 30, 2013.


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the Nine month period ended November 30, 2013, net cash flows used in operating activities was $13,644 consisting of a net loss of $14,874 and increase in accounts payable of $1,330. Net cash flows used in operating activities was $13,725 for the period from inception (August 15, 2012) to November 30, 2013.


Cash Flows from Financing Activities


We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the Nine month period ended November 30, 2013, net cash provided by financing activities was $25,500, consisting entirely of proceeds from issuance of common stock. For the period from inception (August 15, 2012) to November 30, 2013, net cash provided by financing activities was $33,817 received from proceeds from issuance of common stock and loan from shareholder.



9 | Page





PLAN OF OPERATION AND FUNDING


We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.


Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


OFF-BALANCE SHEET ARRANGEMENTS


As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.


GOING CONCERN


The independent auditors' report accompanying our February 28, 2013 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.



10 | Page





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


No report required.



ITEM 4. CONTROLS AND PROCEDURES


Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2013. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the Nine-month period ended November 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




11 | Page





PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS


Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


No report required.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No report required.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No report required.



ITEM 5. OTHER INFORMATION


No report required.



12 | Page





ITEM 6. EXHIBITS


Exhibits:


31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).


32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.




SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

 

 

VETRO, INC.

Dated: December 18, 2013

By: /s/ Tatiana Fumioka

 

Tatiana Fumioka, President and Chief Executive Officer and Chief Financial Officer












13 | Page