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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BrewBilt Manufacturing Inc (PK) | USOTC:BBRW | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.0001 | 0.0002 | 0.0001 | 0.0001 | 0.0001 | 879,905 | 21:15:12 |
VET ONLINE SUPPLY, INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
Florida
|
47-0990750
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
1041 Market Street, PMB 389,
San Diego, CA
|
92101
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code:
|
(442) 222-4425
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock
|
|
Securities registered pursuant to section 12(g) of the Act
|
|
None.
|
|
(Title of class)
|
|
(Title of class)
|
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[ ]
|
No
|
[X]
|
Yes
|
[X]
|
No
|
[ ]
|
Yes
|
[X]
|
No
|
[ ]
|
[ ]
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
(Do not check if a smaller reporting company)
|
Yes
|
[ ]
|
No
|
[ X]
|
As of March 31, 2017, the Registrant had 192,000,000 shares of common stock issued and outstanding.
|
Page
|
||
PART I
|
||
Item 1
|
Business
|
4
|
Item 1A
|
Risk Factors
|
7
|
Item 1B
|
Unresolve Unresolved Staff Comments
|
7
|
Item 2
|
Properties
|
7
|
Item 3
|
Legal Proceedings
|
7
|
Item 4
|
Mine Safety Disclosures
|
7
|
PART II
|
||
Item 5
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
8
|
Item 6
|
Selected Financial Data
|
9
|
Item 7
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
10
|
Item 7A
|
Quantitative and Qualitative Disclosures About Market Risk
|
11
|
Item 8
|
Financial Statements and Supplementary Data
|
11
|
Item 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
12
|
Item 9A
|
Controls and Procedures
|
12
|
Item 9B
|
Other Information
|
13
|
PART III
|
||
Item 10
|
Directors, Executive Officers and Corporate Governance
|
14
|
Item 11IteI Item 11
|
Executive Compensation
|
16
|
Item 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
17
|
Item 13
|
Certain Relationships and Related Transactions, and Director Independence
|
17
|
Item 14
|
Principal Accounting Fees and Services
|
18
|
PART IV
|
||
Item 15
|
Exhibits, Financial Statement Schedules
|
19
|
SIGNATURES
|
20
|
-
|
attract new clients with our competitive costs and quality products, and by providing customers with a free, login account to manage all orders.
|
-
|
sustain lower operating costs per customer compared to other vet supply companies by having all marketing and materials Internet based.
|
-
|
deploy our capital more effectively by hiring a successful firm that specializes in the search engine optimization and social media marketing of eCommerce websites.
|
·
|
increase overall spending to ensure we are offering the best quality products and pricing to our customers;
|
·
|
continually assess and evaluate our specials and other offers to ensure that we are offering the most compelling and affordable products
|
·
|
increase our advertising, promotional spending, commissions and other customer acquisition costs.
|
Quarter Ended
|
High
|
Low
|
December 31, 2016
|
$0.58
|
$0.01
|
September 14 to 30, 2016
|
-
|
-
|
·
|
have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
|
·
|
comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
|
·
|
submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and
|
·
|
disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.
|
Page
|
||
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance Sheets as of December 31, 2016 and 2015
|
F-3
|
|
Statements of Operations for the year ended December 31, 2016 and 2015
|
F-4
|
|
Statements of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2016
|
F-5
|
|
Statements of Cash Flows for the year ended December 31, 2016 and 2015
|
F-6
|
|
Notes to Financial Statements
|
F-7 to F-11
|
Year ended
December 31,
|
||||||||
2016
|
2015
|
|||||||
Net sales
|
$
|
1,096
|
$
|
3,681
|
||||
Cost of goods sold
|
(687
|
)
|
(2,881
|
)
|
||||
Gross profit
|
409
|
800
|
||||||
Selling, general and administrative expenses
|
(28,977
|
)
|
(111,163
|
)
|
||||
Interest expense
|
(458
|
)
|
-
|
|||||
Income (loss) from operations
|
(29,026
|
)
|
(110,363
|
)
|
||||
Gain from cancelation of convertible note
|
-
|
19,480
|
||||||
Net (loss)
|
(29,026
|
)
|
(90,883
|
)
|
||||
Net (loss) per common shares (basic and diluted)
|
(0.00
|
)
|
(0.00
|
)
|
||||
Weighted average shares outstanding - Basic and diluted
|
6,956,914,344
|
5,510,958,000
|
||||||
Common
Shares
|
Common
Stock
|
Treasury Stock
|
Preferred
shares
|
Preferred
Stock
|
Additional Paid-in
Capital
|
Accumulated
Deficit
|
Total
Stockholders' Deficit
|
|||||||||||||||||||||||||
Balance, December 31, 2014
|
1,500,000,000
|
$
|
1,500,000
|
$
|
-
|
-
|
$
|
-
|
$
|
(1,484,850
|
)
|
$
|
(72,097
|
)
|
$
|
(56,947
|
)
|
|||||||||||||||
Shares returned to treasury
|
(1,500,000,000
|
)
|
-
|
(1,000
|
)
|
-
|
-
|
-
|
-
|
(1,000
|
)
|
|||||||||||||||||||||
Issuance of common stock for services
|
7,500,000,000
|
7,500,000
|
-
|
-
|
-
|
(7,425,000
|
)
|
-
|
75,000
|
|||||||||||||||||||||||
Net loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
(90,883
|
)
|
(90,883
|
)
|
||||||||||||||||||||||
Balance, December 31, 2015
|
7,500,000,000
|
9,000,000
|
(1,000
|
)
|
-
|
-
|
(8,909,850
|
)
|
(162,980
|
)
|
(73,830
|
)
|
||||||||||||||||||||
Treasury stock return
|
- |
(1,500,000
|
)
|
1,000
|
- | - |
1,499,000
|
- |
-
|
|||||||||||||||||||||||
Issuance of common stock for private placement of deferred financing costs
|
53,250,000
|
53,250
|
- | - | - |
(30,250
|
)
|
- |
23,000
|
|||||||||||||||||||||||
Share cancellation
|
(7,361,250,000
|
)
|
(7,361,250
|
)
|
- | - | - |
7,361,250
|
- |
-
|
||||||||||||||||||||||
Net loss for the year
|
- | - | - | - | - | - |
(29,026
|
)
|
(29,026
|
)
|
||||||||||||||||||||||
Balance, December 31, 2016
|
192,000,000
|
$
|
192,000
|
$
|
-
|
-
|
$
|
-
|
$
|
(79,850
|
)
|
$
|
(192,006
|
)
|
$
|
(79,856
|
)
|
Year Ended
December 31,
|
||||||||
2016
|
2015
|
|||||||
Cash Flows From Operating Activities
|
||||||||
Net loss
|
$
|
(29,026
|
)
|
$
|
(90,883
|
)
|
||
Adjustments to reconcile net income to net cash provided from operating activities:
|
||||||||
Shares issued for services
|
-
|
75,000
|
||||||
Gain on waiver of convertible notes payable
|
- |
(19,480
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Deferred offering costs
|
-
|
(12,500
|
)
|
|||||
Accounts payable
|
2,007
|
18,330
|
||||||
Accounts payable – related party
|
(11,736
|
)
|
5,000
|
|||||
Other receivable
|
-
|
(177
|
)
|
|||||
Net cash provided (used by) operating activities
|
(38,755
|
)
|
(24,710
|
)
|
||||
Cash Flows From Financing Activities
|
||||||||
Cash repurchase of issued shares
|
-
|
(1,000
|
)
|
|||||
Proceeds from private placement
|
35,500
|
-
|
||||||
Convertible notes payable
|
- |
19,480
|
||||||
Repayment to promissory notes
|
(10,507
|
)
|
-
|
|||||
Promissory notes payable
|
12,211
|
7,736
|
||||||
Net cash provided from financing activities
|
37,204
|
26,216
|
||||||
Increase (decrease) in cash and cash equivalents
|
(1,551
|
)
|
1,506
|
|||||
Cash and cash equivalents at beginning of period
|
1,870
|
364
|
||||||
Cash and cash equivalents at end of period
|
$
|
319
|
$
|
1,870
|
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
-
|
Set a series of preferred stock, each one share being convertible into one share of common stock and with no voting rights;
|
-
|
Set par value for each of the preferred and common stock at $0.001 per share.
|
1.
|
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
|
2.
|
GOING CONCERN
|
3.
|
DEFERRED OFFERING COSTS
|
4.
|
RESELLER AGREEMENT AND PROMISSORY NOTE
|
5.
|
COMMON AND PREFERRED STOCK
|
6.
|
RELATED PARTY TRANSACTIONS
|
6.
|
RELATED PARTY TRANSACTIONS (cont’d)
|
7.
|
INCOME TAXES
|
7.
|
INCOME TAXES (cont'd)
|
December 31, 2016
|
December 31, 2015
|
|||||||
Loss carryforwards
|
$
|
65,282
|
$
|
55,400
|
||||
Less - valuation allowance
|
(65,282
|
)
|
(55,400
|
)
|
||||
Total net deferred tax assets
|
$
|
-
|
$
|
-
|
8.
|
SUBSEQUENT EVENTS
|
1)
|
Lack of an independent audit committee or audit committee financial expert, and no independent directors. We do not have any members of the Board who are independent directors and we do not have an audit committee. We have a single officer and director. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
|
2)
|
Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
|
Name
|
Age
|
Position
|
||
Edward Aruda
|
57
|
Director, Chairman, President, CEO, CFO, Secretary and Treasurer
|
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
2.
|
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
3.
|
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
i.
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
ii.
|
Engaging in any type of business practice; or
|
iii.
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
4.
|
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;
|
5.
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
6.
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
7.
|
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
i.
|
Any Federal or State securities or commodities law or regulation; or
|
ii.
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
iii.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
8.
|
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Name and
Principal
Position
|
Title
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All other
Compensation
($)
|
Total
($)
|
Edward Aruda (appointed May 1, 2015)
|
Chairman, CEO, President, Secretary and Treasurer
|
2016
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
2015
|
75,000(2)
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
75,000
|
||
Harold Minsky (resigned May 1, 2015)
|
Chairman, CEO, President, Secretary and Treasurer
|
2015
|
4,000(1)
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
4,000
|
(1)
|
Pursuant to a Management Agreement dated December 31, 2014 and made effective December 31, 2014, Mr. Minsky agreed to act as our President, Chief Executive Officer, and Director to manage the affairs of the Company for a one (1) year period beginning on the Effective Date, and thereafter the Term would be automatically extended for successive one-year periods unless and until such time as either Mr. Minsky or the Company gave written notice to the other at least 30 days prior to the expiration of the then current Term that no such automatic extension would occur. In exchange, Mr. Minsky would receive a monthly fee of $1,000 per calendar month. Such fee payable on the first day of each calendar quarter. Mr. Minsky resigned on May 1, 2015. The fees due and owing Mr. Minsky were paid in full in fiscal 2016.
|
(2)
|
On May 1, 2015 Mr. Edward Aruda was appointed to serve as President, CEO and Director of the Company to manage the affairs of the Company for a one (1) year period (the “Term”) under a management agreement renewable for six months unless and until such time as either Mr. Edward Aruda or the Company were to give written notice to the other at least 30 days prior to the expiration of the then current Term that no such automatic extension shall occur. In exchange, a signing bonus in the amount of $75,000 payable by way of 7,500,000,000 shares of the Company’s common stock was issued as fully paid and non-assessable to Mr. Aruda effective as of the date of the agreement. On December 2, 2016, Mr. Aruda, returned 7,361,250,000 shares of the Company’s common stock for no consideration.
|
Title of class
|
Name and address of beneficial owner
|
Amount and Nature of Beneficial Ownership
|
Percentage of Common Stock (1)
|
|||
Common Stock
|
Edward Aruda
9612 West Hawthorne
Crystal River Florida 34428
|
138,000,000
|
72%
|
|||
Total
|
138,000,000
|
72%
|
(A)
|
any of our director(s) or executive officer(s);
|
|
(B)
|
any nominee for election as one of our directors;
|
|
(C)
|
any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or
|
|
(D)
|
any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.
|
Exhibit Number
|
Description
|
|
3.1
|
Articles of Incorporation of Vet Online Supply, Inc.
|
|
3.2
|
Bylaws of Vet Online Supply, Inc.
|
|
3.3
|
Amendment to Articles of Incorporation
|
|
3.4
|
Amendment to Articles of Incorporation to increase authorized common shares
|
|
3.5
|
Amendment to Articles of Incorporation to reduce authorized common shares
|
|
10.1
|
Management Agreement between the Company and Edward Aruda dated May 1, 2015
|
|
10.2
|
Reseller Agreement with Concord Veterinary Supply
|
|
10.3
|
Convertible Promissory note between the Company and Concord Veterinary Supply dated June 1, 2014
|
|
10.4
|
Promissory Note between the Company and Edward Aruda dated June 30, 2016
|
|
10.5
|
Promissory Note between the Company and Edward Aruda dated December 31, 2016*
|
|
10.6
|
Consulting Agreement between the Company and Mr. Matthew Scott*
|
|
31.1
|
Certification of the Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act*
|
|
31.2
|
Certification of the Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act*
|
|
32.1
|
Certification of the Chief Executive Officer and Chief Financial Officer required under Section 1350 of the Exchange Act*
|
|
101.INS
|
XBRL Instance Document*
|
|
101.SCH
|
XBRL Taxonomy Extension Schema*
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase*
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase*
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase*
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase*
|
Vet Online Supply, Inc.
|
|
Date: April 14, 2017
|
By:/s/ Edward Aruda
|
Edward Aruda
|
|
Chief Executive Officer
|
/s/ Edward Aruda
|
Chief Executive Officer and Director
|
April 14, 2017
|
||
Edward Aruda
|
||||
/s/ Edward Aruda
|
Chief Financial Officer
|
April 14, 2017
|
||
Edward Aruda
|
||||
/s/Matthew C. Scott
|
Director
|
April 14, 2017
|
||
Matthew C. Scott
|
1 Year BrewBilt Manufacturing (PK) Chart |
1 Month BrewBilt Manufacturing (PK) Chart |
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