BrewBilt Manufacturing Inc. - Annual Report: 2015 (Form 10-K)

---

---

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.)
9612 West Hawthorne Crystal River, Florida		34428
(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)

		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	5
Item 1B	Unresolve  Unresolved Staff Comments	8
Item 2	Properties	8
Item 3	Legal Proceedings	8
Item 4	Mine Safety Disclosures
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6	Selected Financial Data	10
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	12
	PART III
Item 10	Directors, Executive Officers and Corporate Governance	13
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

 

·	products by the Company or its competitors;
·	additions or departures of key personnel;

·	the Company’s ability to execute its business plan;
·	operating results that fall below expectations;

·	industry developments;
·	economic and other external factors; and

·	period-to-period fluctuations in the Company’s financial results.

 

 

 

 

 

		December 31, 2015				December 31, 2014
Revenue, net		$	800			$	83
Operating Expenses			(111,163	)			(72,180	)
Net loss			(90,883	)			(72,097	)
Total Assets			14,547				364
Total Liabilities			(88,377	)			(57,311	)
Stockholders’ Deficit			(73,830	)			(56,947	)

 

·	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, 2015 and 2014		F-3
Statements of Operations for the year ended December 31, 2015 and 2014		F-4
Statements of Changes in Stockholders’ Equity (Deficit) for the year ended December 31, 2015		F-5
Statements of Cash Flows for the year ended December 31, 2015 and 2014		F-6
Notes to Financial Statements		F-7 to F-11

		December 31, 2015				December 31, 2014
ASSETS
Current assets
Cash and cash equivalents		$	1,870			$	364
Deferred offering costs			12,500				-
Other receivable			177				-
Total current assets			14,547				364
TOTAL ASSETS		$	14,547			$	364
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable		$	18,641			$	311
Accounts payable – related parties			12,000				7,000
Convertible notes payable			50,000				50,000
Promissory notes payable - related party			7,736				-
Total current liabilities			88,377				57,311
Total liabilities			88,377				57,311
Commitments and Contingencies			-				-
Stockholders’ equity (deficit)
Preferred stock, $0.001 par value: Authorized: 10,000,000 Preferred shares, no shares issued and outstanding			-				-
Common stock, $0.001 par value: shares authorized 90,000,000; 60,000,000 shares issued and 50,000,000 shares outstanding as of December 31, 2015 and 10,000,000 shares issued and outstanding as of December 31,2014			60,000				10,000
Treasury stock, at cost (10,000,000 shares at $0.0001)			(1,000	)			-
Additional paid in capital			30,150				5,150
Accumulated deficit			(162,980	)			(72,097	)
Total stockholder’s deficit			(73,830	)			(56,947	)
TOTAL LIABILITIES & EQUITY		$	14,547			$	364

		Year ended December 31,
		2015				2014
Net sales		$	3,681			$	1,008
Cost of goods sold			(2,881	)			(925	)
Gross profit			800				83
Selling, general and administrative expenses			(111,163	)			(22,180	)
Participation fee, reseller agreement			-				(50,000	)
Income (loss) from operations			(110,363	)			(72,097	)
Gain from cancelation of convertible note			19,480				-
Net (loss)			(90,883	)			(72,097	)
Net (loss) per common shares (basic and diluted)			(0.00	)			(0.00	)
Weighted average shares outstanding - Basic and diluted			36,739,726				10,000,000

		Common Shares				Common Stock				Treasury Stock				Preferred shares				Preferred Stock				Additional Paid-in Capital				Accumulated Deficit				Total Stockholders' Deficit
Balance, May 31, 2014			-			$	-			$	-				-			$	-			$	-			$	-			$	-
Issuance of common stock for Services			10,000,000				10,000				-				-				-				5,150				-				15,150
Net loss for the period			-				-				-				-				-				-				(72,097	)			(72,097	)
Balance, December 31, 2014			10,000,000				10,000				-				-				-				5,150			$	(72,097	)			(56,947	)
Shares returned to treasury			(10,000,000	)			-				(1,000	)			-				-				-				-				(1,000	)
Issuance of common stock for services			50,000,000				50,000				-				-				-				25,000				-				75,000
Net loss for the year			-				-				-				-				-				-				(90,883	)			(90,883	)
Balance, December 31, 2015			50,000,000			$	60,000			$	(1,000	)			-			$	-			$	30,150			$	(162,980	)		$	(73,830	)

		Year Ended December 31,
		2015				2014
Cash Flows From Operating Activities
Net loss		$	(90,883	)		$	(72,097	)
Adjustments to reconcile net income to net cash provided from operating activities:
Shares issued for services			75,000				15,150
Reseller fee settled with convertible promissory note			-				50,000
Gain on waiver of convertible notes payable			(19,480	)			-
Changes in operating assets and liabilities:
Deferred offering costs			(12,500	)			-
Accounts payable			18,330				311
Accounts payable – related party			5,000				7,000
Other receivable			(177	)			-
Net cash provided( used by) operating activities			(24,710	)			364
Cash Flows From Financing Activities
Cash repurchase of issued shares			(1,000	)
Convertible notes payable			19,480				-
Promissory notes payable			7,736				-
Net cash provided from financing activities			26,216				-
Increase (decrease) in cash and cash equivalents			1,506				364
Cash and cash equivalents at beginning of period			364				-
Cash and cash equivalents at end of period		$	1,870			$	364

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.	WEBSITE DEVELOPMENT AGREEMENT

7.	RELATED PARTY TRANSACTIONS

8.	CONVERTIBLE PROMISSORY NOTES

9.	INCOME TAXES

		December 31, 2015				December 31, 2014
Loss carryforwards		$	55,400			$	24,500
Less - valuation allowance			(55,400	)			(24,500	)
Total net deferred tax assets		$	-			$	-

10.	SUBSEQUENT EVENTS

 

Name		Age		Position
Edward Aruda		56		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	2015	75,000(3)	-0-	-0-	-0-	-0-	-0-	-0-	75,000
Harold Minsky (resigned May 1, 2015)	Chairman, CEO, President, Secretary and Treasurer	2015   2014	4,000(1)    7,000(1)	-0-   -0-	-0-    -0-	-0-   -0-	-0-   -0-	-0-   -0-	-0-   15,150(2)	4,000   22,150

(1)	As a result of a verbal agreement between the Company and Mr. Minsky, Mr, Minsky received a stipend of $1,000 for services rendered between June 1 and December 31, 2014.  A total of $7,000 has been accrued but unpaid as of December 31, 2014. 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 remain accrued and unpaid as the date of this filing.
(2)	Mr. Minsky received a total of 10,000,000 shares of common stock as consideration for the provision of services to the Company in the form of website development for marketing purposes.  On May 1, 2015 Mr. Minsky returned these shares to treasury for cancelation in consideration for $1,000.
(3)	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 50,000,000 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.

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		50,000,000		100%
		Total		50,000,000		100%

	(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*
4.1		Form of Subscription Agreement*
10.1		Management Agreement between the Company and Edward Aruda dated May 1, 2015*
10.2		March 1, 2015 Consulting Engagement Separation Degrees-One, Inc.*
10.3		Reseller Agreement with Concord Veterinary Supply*
10.4		Convertible Promissory Note between the Company and Kensington Marketing LLC dated June 30, 2015*
10.5		Convertible Promissory Note between the Company and Kensington Marketing LLC dated September  29, 2015*
10.6		Convertible Promissory note between the Company and Concord Veterinary Supply dated June 1, 2014*
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, 2016	By: /s/ Edward Aruda
	Edward Aruda
	Chief Executive Officer

/s/ Edward Aruda		Chief Executive Officer and Director		April 14, 2016
Edward Aruda
/s/ Edward Aruda		Chief Financial Officer		April 14, 2016
Edward Aruda