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EX-31 - EXIBIT 31.1 - VESTA INTERNATIONAL, CORP.vestacertification31.htm
EX-32 - EXHIBIT 32.1 - VESTA INTERNATIONAL, CORP.vestacertification32.htm
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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 June 30, 2014


[   ]  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. 333-190656


VESTA INTERNATIONAL, CORP.

(Exact name of registrant as specified in its charter)


 

 

 


Nevada

(State or Other Jurisdiction of

Incorporation or Organization)

 

5074

Primary Standard Industrial

Classification Code Number


99-0371233

IRS Employer 
Identification Number

Vesta International, Corp.

56-26 Chongshan Middle Rd, 1-5-1, Huanggu

Shenyang, Liaoning, China, 110031

Tel. 86-15940503507

(Address and telephone number of principal executive offices)



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 July 22 2014

Common Stock, $0.001

12,530,000




1 | Page






 

 

 

PART I   

FINANCIAL INFORMATION

 

ITEM 1

FINANCIAL STATEMENTS

3

   

   CONDENSED BALANCE SHEETS

3

      

   CONDENSED STATEMENTS OF OPERATIONS

4

 

   CONDENSED STATEMENTS OF CHANGES IN  STOCKHOLDERS’ EQUITY

5

 

   CONDENSED STATEMENTS OF CASH FLOWS

6

 

   NOTES TO CONDENSED FINANCIAL STATEMENTS

7

ITEM 2   

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

11

ITEM 3  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

13

ITEM 4

CONTROLS AND PROCEDURES

13


PART II


OTHER INFORMATION

 

ITEM 1   

LEGAL PROCEEDINGS

13

ITEM 2 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

14

ITEM 3   

DEFAULTS UPON SENIOR SECURITIES

14

ITEM 4      

MINE SAFETY DISCLOSURES

14

ITEM 5  

OTHER INFORMATION

14

ITEM 6

EXHIBITS

14

 

SIGNATURE

14




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PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


VESTA INTERNATIONAL, CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

JUNE 30, 2014

(UNAUDITED)

MARCH 31, 2014

(AUDITED)

ASSETS

 

 

Current Assets

 

 

 

Cash

$       4,289

$         21,093

 

Total current assets

4,289

21,093

 

 

 

 

Total Assets                                                         

$       4,289

$        21,093

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current  Liabilities

 

 Loan from shareholder

$        2,875

$           2,875

 

Accounts Payable

400

-

 

Total current liabilities

3,275

2,875

 

 

 

Total Liabilities

3,275

2,875

 

Commitments and Contingencies (Note 5)

 

Stockholders’ Equity

  

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

 

 

12,530,000 shares issued and outstanding

12,530

12,530

 

Additional paid-in-capital

22,770

22,270

 

Deficit accumulated during the development stage

(34,286)

(17,082)

Total Stockholders’ Equity

1,014

18,218

 

 

 

Total Liabilities and Stockholders’ Equity

$     4,289

$         21,093         



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



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VESTA INTERNATIONAL, CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

Three months ended June 30, 2014

 

Three months ended June 30, 2013

For the period from Inception (May 11, 2011) to June 30, 2014

 

 

 

 

 

 

Revenues

 

$                 -

 

$                 -

 $          -


Operating expenses

 

 

 

 

 

 General and administrative expenses

 

17,204

 

3,081

            34,286

Net loss from operations

 

(17,204)

 

(3,081)

(34,286)

 

 

 

 

 

 

Loss before taxes

 

(17,204)

 

(3,081)

(34,286)

 

 

 

 

 

 

Provision for taxes

 

-

 

-

-

 

 

 

 

 

 

Net loss

 

$            (17,204)

 

$           (3,081)

$      (34,286)

 

 

 

 

 

 

Loss per common share:

 Basic and Diluted

 

$       (0.00)*

 

$       (0.00)*

 

 

 

 

 

 

 

Weighted Average Number of Common Shares  Outstanding:

Basic and Diluted

 

12,530,000

 

10,000,000

 


‘ * Denotes a loss of less than $(0.01) per share



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



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VESTA INTERNATIONAL, CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(UNAUDITED)

 

Number of

Common

Shares


Amount

Additional

Paid-in-

Capital

Deficit

accumulated

during  development stage



Total



Balances at May 11, 2011, Inception  

-

$         -  

$             -  

$              -  

$               -  

Net loss for the period

-

-

-

(75)

(75)

Balances as of  March 31, 2012

-

-

-

(75)

(75)

Common shares issued for cash  at $0.001 per share on March 19, 2013

10,000,000

10,000

-

-

10,000

Net loss for the year                                                                  

-

-

-

(247)

(247)

Balances as of  March 31, 2013

10,000,000

10,000

   -

    (322)

    9,678

Common shares issued for cash  at $0.01 per share in February 2014

2,530,000

2,530

22,770

-

25,300

Net loss for the  year

-

-

-

(16,760)

(16,760)

Balances as of March 31, 2014

12,530,000

12,530

      22,770

 (17,082)

         18,218

Net loss for the three months ended June 30, 2014

-

-

-

(17,204)

(17,204)

Balances as of June 30, 2014

12,530,000

$12,530

$      22,770

$(34,286)

$         1,014




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



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VESTA INTERNATIONAL, CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

Three months ended June 30, 2014

Three months ended June 30, 2013

For the period from Inception (May 11, 2011) to June 30, 2014

Operating Activities

 

 

 

 

Net loss

$      (17,204)

$         (3,081)

$      (34,286)

Increase (Decrease) in Operating Assets and Liabilities:

 

 

 

          Account payable

400

-

400

 

Net cash used in operating activities

(16,804)

(3,081)

(33,886)

 

 

 

 

 

Investing Activities

 

 

 

           Net cash provided by (used in) investing activities

-

-

-


Financing Activities

 

 

 

 

Proceeds from sale of common stock

-

-

35,300

 

Proceeds from loan from shareholder

-

-

2,875

 

Net cash provided by financing activities

-

-

38,175


Net increase (decrease) in cash and equivalents

(16,804)

(3,081)


4,289

 

 

 

 

Cash and equivalents at beginning of the period

21,093

10,053

-

 

 

 

 

Cash and equivalents at end of the period

$        4,289

$       6,972

$        4,289

 

Supplemental cash flow information:

 

 

 

 

Cash paid for:

 

 

 

 

Interest                                                                                               

$               -

$               -

$                 -

 

Taxes                                                                                           

$               -

$               -

$                 -



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



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VESTA INTERNATIONAL, CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2014 AND 2013 AND THE PERIOD FROM MAY 11, 2011 (INCEPTION) TO JUNE 30, 2014


NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Organization and Description of Business

VESTA INTERNATIONAL, CORP. (the “Company”, “we” or “us”) was incorporated under the laws of the State of Nevada on May 11, 2011 (“Inception”) and has adopted a March 31 fiscal year end. We plan to market and distribute ceramic sanitary ware produced in China in the European and North American markets. 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 May 11, 2011 (“Inception”) through June 30, 2014 the Company has not generated any revenue and has accumulated losses of $34,286.


NOTE 2 – GOING CONCERN


The Company has incurred a loss since Inception (May 11, 2011) resulting in an accumulated deficit of $34,286 as of June 30, 2014 and further losses are anticipated in the development of its business.  Accordingly, there is 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, obtaining 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, loans from directors and, or, the  private placement of common stock.  


Because of the Company’s history of net losses, its independent auditor, in the report on the financial statements for the fiscal years ended March 31, 2014 and 2013 and the period from Inception (May 11, 2011) to March 31, 2014 , expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year -end is March 31.


Interim Financial Statements


The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the financial statements not misleading. Operating results for the three months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ended March 31, 2015. For more complete financial information, these unaudited financial statements should be read in conjunction with the audited financial statements for the year ended March 31, 2014 included in our Form 10-K filed with the SEC.




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Use of Estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.


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 June 30, 2014 the Company's bank deposits did not exceed the insured amounts.


Fair Value of Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.


These tiers include:


Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2:  defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3:  defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.


The carrying value of cash, the Company’s loan from shareholder and accounts payable approximates its fair value due to their short-term maturity.


Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes”. Under ASC 740 deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. At June 30, 2014, there were no unrecognized tax benefits.




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Revenue Recognition

The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.


Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during three month periods ended June 30, 2014 and 2013.


Stock-Based Compensation

As of June 30, 2014, the Company has not issued any stock-based payments to its employees.


Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable.  To date, the Company has not adopted a stock option plan and has not granted any stock options.


Basic and Diluted Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB 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 income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (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.


For the three month periods ended June 30, 2014 and 2013, there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these years.


Recent accounting pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.


NOTE 4 – LOAN FROM SHAREHOLDER


In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.  


Since May 11, 2011 (Inception) through June 30, 2014, the Company’s sole shareholder and director loaned the Company $2,875 to pay for incorporation costs and operating expenses.  As of June 30, 2014, the amount outstanding was $2,875. The loan is non-interest bearing, due upon demand and unsecured.





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NOTE 5 – COMMITMENTS AND CONTINGENCIES


On April 16, 2013, the Company entered into an agreement (“the Agreement”) with TANGSHAN MONOPY CERAMIC CO., LTD. (“the Supplier’). Under the terms of the Agreement, which expires on December 31, 2014, the Company is entitled, but not obligated, to acquire a maximum of $850,000 of ceramic sanitary ware from the Supplier .The Company is required to pay in advance for 100% of the purchase price of any purchases it may make under the Agreement, and the Supplier is obligated to deliver all products purchased by the Company within 35 days of receiving payment, directly to  the Company’s customers. At the time of the Report, the Company does not have the funding to make any purchase under the Agreement and there is no guarantee that the Company will be successful in raising the funding necessary for it to be able to make any such purchases under the Agreement.


NOTE 6 – COMMON STOCK


The Company has 75,000,000 shares of common stock authorized with a par value of $ 0.001 per share.


On March 19, 2013, the Company issued 10,000,000 shares of its common stock at $0.001 per share for total proceeds of $10,000.


During February 2014, the Company issued 2,530,000 shares of its common stock at $0.01 per share for total proceeds of $25,300.


As at June 30, 2014, 12,530,000 shares of common stock were issued and outstanding.


NOTE 7 – INCOME TAXES


As of June 30, 2014 the Company had net operating loss carry forwards of $34,286 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.


NOTE 8 – SUBSEQUENT EVENTS


In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2014 to the date these financial statements were issued, July 22, 2014, and has determined that it does not have any material subsequent events to disclose in these financial statements.



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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


Vesta International, Corp. (the “Company”, “we” or “us”) was incorporated in the State of Nevada on May 11, 2011 (“Inception”) and established a fiscal year end of March 31. 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 distribution of ceramic sanitary ware. We have recently started our operation. As of today, we have developed our business plan, and executed a Contract with our supplier, TANGSHAN MONOPY CERAMIC CO., LTD., dated April 16, 2013. On November 12, 2013, we entered into a Contract with San-Svit, Ltd., a sanitary ware distributor in Ukrainian, which agreed to buy our products.


Product

We plan to distribute ceramic sanitary ware such as toilets (including wall hung toilets), bidets, washbasin (including wall hung basins), sinks, urinals, squatting pans and counter basins. Some of our ceramic sanitary ware is designed in series (made and designed in the same style). We also intend to offer our ceramic sanitary ware in different colors.


RESULTS OF OPERATION


We are a development stage company with limited operations since our Inception on May 11, 2011 to June 30, 2014.  Since our Inception to June 30, 2014, we have accumulated a deficit of $34,286.  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.



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Three Month Period Ended June 30, 2014 Compared to the Three Month Period Ended June 30, 2013


Revenue


We recognized no revenue in the three month periods ended June 30, 2014 and 2013 as we are a development stage company and had not commenced operations in these periods.


General and Administrative Expenses


During the three month period ended June 30, 2014, we incurred general and administrative expenses and professional fees of $17,204 compared to $3,081 incurred during the three month period ended June 30, 2013. General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses. The increase in general and administrative expenses incurred in the three months ended June 30, 2014 as compared to the three months ended June 30, 2013 reflects the increase in activity between the two periods as we accelerated the implementation of our business plan during the three months ended June 30, 2014.


Net Loss

Our net loss for the three month period ended June 30, 2014 was $17,204 compared to a net loss of $3,081 during the three month period ended June 30, 2013, due to the factors discussed above.


LIQUIDITY AND CAPITAL RESOURCES


As at June 30, 2014 our current assets were $4,289 compared to $21,093 in current assets at March 31, 2014. As at June 30, 2014, our current liabilities were $3,275 compared to $2,875 at March 31, 2014.


Stockholder’s equity was $1,014 as of June 30, 2014 compared to stockholders’ equity of $18,218 as of March 31, 2014.   


Cash Flows from Operating Activities


We have not generated positive cash flows from operating activities. For the three month period ended June 30, 2014, net cash flows used in operating activities was $16,804 compared to $3,081 used in operating activities in the three months ended June 30, 2013.  The increase in cash used in operations in the three months ended June 30, 2014 as compared to the three months ended June 30, 2013 reflects the increase in activity between the two periods as we accelerated the implementation of our business plan during the three months ended June 30, 2014.


Cash Flows from Investing Activities


We neither used, nor provided cash flow from investing activities during the three month periods ended June 30, 2014 or 2013.


Cash Flows from Financing Activities


We neither used, nor provided cash flow from financing activities during the three month periods ended June 30, 2014 or 2013.


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 six 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.



12 | Page




GOING CONCERN


The independent auditors' report accompanying our March 31, 2014 and 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.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the Company is not required to provide information required by this Item.


ITEM 4. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.


Changes in Internal Controls over Financial Reporting


There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


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.




13 | Page



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


No securities were sold during the three month period ended June 30, 2014 or 2013.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES


No senior securities were issued and outstanding during the three months ended June 30, 2014 or 2013.


ITEM 4. MINE SAFETY DISCLOSURES


Not applicable.


ITEM 5. OTHER INFORMATION


None.


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

101.INS  XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


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.


 

 

 

VESTA INTERNATIONAL, CORP.

Dated: July 22, 2014

By: /s/ Yan Wang

 

Yan Wang, President and Chief Executive Officer and Chief Financial Officer











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