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Item 1. Description of Business
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. 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.
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.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Description of Property
We do not own any real estate or other properties.
Item 3. Legal Proceedings
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures
None.
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Item 5. Market for Common Equity and Related Stockholder Matters
Market Information
There is a limited public market for our common shares. Our common shares are quoted on the OTC Bulletin Board under the symbol “VTRQ”. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of February 28, 2014, no shares of our common stock have traded.
Number of Holders
As of February 28, 2014, the 10,550,000 issued and outstanding shares of common stock were held by a total of 30 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended February 28, 2014. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
Purchase of our Equity Securities by Officers and Directors
Other Stockholder Matters
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
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RESULTS OF OPERATIONS
We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
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.
FISCAL YEAR ENDED FEBRUARY 28, 2014 COMPARED TO FISCAL YEAR ENDED FEBRUARY 28, 2013.
Our net loss for the fiscal year ended February 28, 2014 was $27,754 compared to a net loss of $181 during the fiscal year ended February 28, 2013. During fiscal year ended February 28, 2014, the Company did not generate any revenue.
During the fiscal year ended February 28, 2014, we incurred general and administrative expenses of $27,754 compared to $181 in general and administrative expenses incurred during fiscal year ended February 28, 2013.
Expenses incurred during fiscal year ended February 28, 2014 compared to fiscal year ended February 28, 2013 increased primarily due to the increased scale and scope of business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.
The weighted average number of shares outstanding was 9,164,329 for the fiscal year ended February 28, 2014 compared to 4,121,212 for the fiscal year ended February 28, 2013.
LIQUIDITY AND CAPITAL RESOURCES
As of February 28, 2014, our current assets were $5,882 and our total liabilities were $317. As of February 28, 2014, current assets were comprised of $5,882 in cash. As of February 28, 2014, total liabilities were comprised of $317 in loan from shareholder.
As of February 28, 2014, our total assets were $5,882 comprised entirely of current assets. Stockholders’ equity was $5,565 as of February 28, 2014.
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the fiscal year ended February 28, 2014, net cash flows used in operating activities was $27,754 consisting of a net loss of $27,754. Net cash flows used in operating activities was $27,935 for the period from inception (August 15, 2012) to February 28, 2014.
Cash Flows from Financing Activities
We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the fiscal year ended February 28, 2014 net cash provided by financing activities was $25,500, received from proceeds from issuance of common stock. For the period from inception (August 15, 2012) to February 28, 2014, net cash provided by financing activities was $33,817 received from proceeds from issuance of common stock and loan from shareholder.
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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.
MATERIAL COMMITMENTS
As of the date of this Annual Report, we do not have any material commitments.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Annual 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, 2014 and February 28, 2013 financial statements contains 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 7A. Quantitative and Qualitative Disclosures about Market Risk
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Item 8. Financial Statements and Supplementary Data
VETRO, INC.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm
F-1
Balance Sheets as of February 28, 2014 and 2013
F-2
Statements of Operations the periods ended
February 28, 2014 and 2013 and for the period from
August 15, 2012 (Date of Inception) to February 28, 2014
F-3
Statement of Stockholders’ Deficit as of February 28, 2014
F-4
Statements of Cash Flows for the periods ended
F-5
Notes to the Financial Statements
F-6 – F-7
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HARRIS & GILLESPIE CPAS, PLLC
CERTIFIED PUBLIC ACCOUNTANT’S
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
We have audited the accompanying balance sheets of Vetro, Inc. (A Development Stage Company) as of February 28, 2014 and 2013 and the related statements of operations, stockholders’ equity and cash flows for the periods then ended, and for the period August 15, 2012 (inception) to February 28, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vetro, Inc. (A Development Stage Company) as of February 28, 2014 and 2013 and the results of its operations and cash flows for the periods then ended and for the period from August 15, 2012 (inception), to February 28, 2014 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the company has had significant operating losses; a working capital deficiency and its need for new capital raise substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ Harris & Gillespie CPA’s, PLLC
Seattle, Washington
March 8, 2014
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The accompanying notes are an integral part of these financial statements.
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