UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 17, 2010
GRANTO, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-150388 N/A
(State or Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
16 Monarch Way, Kinnelon NJ 07405
(Address and telephone number of principal executive office)
Registrant's telephone number, including area code: 732-600-8830
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e -4(c))
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "should",
"intends", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential", or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, which may cause our or our
industry's actual results, levels of activity or performance to be materially
different from any future results, levels of activity or performance expressed
or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity or performance. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.
As used in this report, the terms "we", "us", "our" and "Granto" mean Granto,
Inc. unless otherwise indicated.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On March 17, 2010 Janet Gargiulo purchased 1,200,000 shares of common stock from
Rosalinda Ritualo and Nanette Mercado our former directors and officer, pursuant
to a Share Purchase Agreement dated March 12, 2010. The purchase price of the
shares was $172,800, which was paid in cash and by funds borrowed by Ms.
Gargiulo.
Janet Gargiulo now owns 1,200,000 of our shares of common stock, which is 55.8%
of our issued and outstanding shares of common stock as of March 12, 2010.
FORM 10 INFORMATION
DESCRIPTION OF BUSINESS
COMPANY OVERVIEW
We were incorporated as "Granto Inc." ("Granto") on February 29, 2008, in the
State of Nevada for the purpose of developing, manufacturing, and selling
mechanical chalkboard erasers with built-in micro vacuums (our "Product")
specifically for office and school supply retailers and teachers in the
Philippines and other Asian countries as end users.
BUSINESS OF COMPANY
We have been engaged in the business of developing, manufacturing, and selling
mechanical chalkboard erasers with built-in micro vacuums specifically for
office and school supply retailers and teachers in the Philippines and other
Asian countries as end users. We have now determined to terminate this business
as it did not progress as well as we hoped. We are exploring other business
opportunities.
Our offices are located at 16 Monarch Way, Kinnelon, NJ 07405. Our registered
agent for service is the Nevada Agency and Transfer Company located at 50 West
Liberty Street Suite 880, Reno, NV 89501
ENVIRONMENTAL LAWS
We have not incurred and do not anticipate incurring any expenses associated
with environmental laws.
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REPORTS TO SECURITY HOLDERS
We are required to file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange Commission and our
filings are available to the public over the internet at the Securities and
Exchange Commission's website at http://www.sec.gov. The public may read and
copy any materials filed by us with the Securities and Exchange Commission at
the Securities and Exchange Commission's Public Reference Room at 100 F Street
N.E. Washington D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the Securities and Exchange Commission
at 1-800-732-0330. The SEC also maintains an Internet site that contains
reports, proxy and formation statements, and other information regarding issuers
that file electronically with the SEC, at http://www.sec.gov.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements". These forward-looking statements
generally are identified by the words "believes," "project," "expects,"
"anticipates," "estimates," "intends," "strategy," "plan," "may," "will,"
"would," "will be," "will continue," "will likely result," and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
PLAN OF OPERATION
We have been exploring certain business opportunities and hope to enter into an
agreement for the establishment of a new business in the very near future.
EXPENSES
We do not as yet have an estimate the costs to implement our business strategy
over the following 12 months. Upon our determining a business, we will implement
a cost estimate. We do not expect that there will be any costs associated with
terminating our former business.
SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment for the next 12 months.
EMPLOYEES
At present, we have no employees, other than our sole director and officer who
does not have an employment agreement with us. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt such plans in the future. There are presently no
personal benefits available to employees.
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OFFICES
Our offices are located at 16 Monarch Way, Kinnelon, New Jersey. Currently,
these facilities are provided to us by Janet Garguilo, a director and officer,
without charge, but such arrangement may be cancelled at anytime without notice.
Specific direct expenses incurred such as telephone and secretarial services are
charged back to the Company at cost.
RESULTS OF OPERATIONS
COMPANY OVERVIEW
We were incorporated as "Granto Inc." ("Granto") on February 29, 2008, in the
State of Nevada for the purpose of developing, manufacturing, and selling
mechanical chalkboard erasers with built-in micro vacuums (our "Product")
specifically for office and school supply retailers and teachers in the
Philippines and other Asian countries as end users. Such a product will allow
teachers to efficiently and thoroughly clean chalkboards without the detrimental
health effects that often result from breathing chalk dust propelled into the
air and lungs by chalkboard erasers presently in use in the Asian market. We are
currently in the process of terminating this business.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 2009 AND PERIOD
FROM FEBRUARY 29, 2008 (DATE OF INCEPTION) UNTIL DECEMBER 31, 2009
We generated no revenue for the period from February 29, 2008 (Date of
Inception) until December 31, 2009.
Our Operating Expenses were $2,000 during the three months ended December 31,
2009, as compared with $2,000 for the three months ended December 31, 2008. Our
Operating Expenses were $6,000 during the nine months ended December 31, 2009,
as compared with $6,000 for the nine months ended December 31, 2008. Our
Operating Expenses were $54,500 for the period from February 29, 2008 (Date of
Inception) to December 31, 2009. For each period mentioned, our Operating
Expenses consisting entirely of Professional Fees. We, therefore, recorded a net
loss of $2,000 for the three months ended December 31, 2009, compared with a net
loss of $2,000 for the three months ended December 31, 2008, $6,000 for the nine
months ended December 31, 2009, as compared with a net loss of $6,000 for the
nine months ended December 31, 2008, and $54,500 for the period from February
29, 2008 (Date of Inception) until December 31, 2009.
We anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to the continued development of
our Product and the professional fees associated with our becoming a reporting
company under the Securities Exchange Act of 1934.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2009, we had total current assets of $0. We had $11,500 in
current liabilities as of December 31, 2009. Thus, we have a working capital
deficit of $11,500 as of December 31, 2009. Since that date, the officer to whom
the $11,500 were owed has agreed to write off the loan and we have a release of
any claim from that creditor.
Operating activities used $54,500 in cash for the period from February 29, 2008
(Date of Inception) until December 31, 2009. Our net loss of $54,500 was the
sole basis of our negative operating cash flow. Financing Activities during the
period from September 18, 2007 (Date of Inception) until December 31, 2009
generated $54,500 in cash during the period, consisting of $43,000 from the sale
of our common stock and $11,500 in loans from our officer and director.
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As of December 31, 2009, we have insufficient cash to operate our business at
the current level for the next twelve months and insufficient cash to achieve
our business goals. The success of any business plan we may establish is
contingent upon us obtaining additional financing. We intend to fund operations
through debt and/or equity financing arrangements, which may be insufficient to
fund our capital expenditures, working capital, or other cash requirements. We
do not have any formal commitments or arrangements for the sales of stock or the
advancement or loan of funds at this time. There can be no assurance that such
additional financing will be available to us on acceptable terms, or at all.
OFF BALANCE SHEET ARRANGEMENTS
As of December 31, 2009, there were no off balance sheet arrangements.
GOING CONCERN
We have negative working capital and have not yet received revenues from sales
of products. These factors have caused our accountants to express substantial
doubt about our ability to continue as a going concern. The financial statements
do not include any adjustment that might be necessary if we are unable to
continue as a going concern.
Our ability to continue as a going concern is dependent on our generating cash
from the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management's plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
these efforts.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of the date of this report, the total number
of shares owned beneficially by each of our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The shareholder listed below has direct ownership
of his shares and possesses sole voting and dispositive power with respect to
the shares.
Title Name and Address of Amount and Nature of Percentage
of Class Beneficial Owner Beneficial Ownership of Class
- -------- ---------------- -------------------- --------
N/A
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the names and addresses of each of our directors
and officers and their respective date of commencement of their term with
Granto. All directors and officers hold office until our next annual general
meeting of shareholders or until a successor is appointed.
Title Name and Address of Amount and Nature of Percentage
of Class Beneficial Owner(1)(2) Beneficial Ownership of Class (3)
- -------- ---------------------- -------------------- ------------
common stock Janet Gargiulo 1,200,000 Direct 55.8%
16 Monarch Way
Kinnelon NJ 07405
common stock Total Directors and 1,200,000 Direct 55.8%
Officers
- ----------
1. The person named above may be deemed to be a "parent" and "promoter" of
Granto, within the meaning of such terms under the Securities Act by virtue
of his direct and indirect stock holdings.
2. A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
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vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on the date of this report as
of which there were 2,150,000shares of our common stock issued and
outstanding.
3. Based on 2,150,000 number of shares of common stock issued and outstanding
as of March 12, 2010
There are no outstanding stock options.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following individuals serve as the directors and executive officers of our
company as of the date of this annual report. All directors of our company hold
office until the next annual meeting of our shareholders or until their
successors have been elected and qualified. The executive officers of our
company are appointed by our board of directors and hold office until their
death, resignation or removal from office.
Date First Elected
Name Position Held with the Company Age or Appointed
- ---- ------------------------------ --- ------------
Rosalinda Ritualo Former President, Chief Executive Officer, 27 February 29, 2008
137 4th Street, Chief Financial Officer and Director (1)
Riverside Vill. Sta Lucia
Pasig City, the
Philippines
Nanette Mercado Former Director (2) 29 February 29, 2008
137 4th Street,
Riverside Vill. Sta Lucia
Pasig City, the
Philippines
Janet Gargiulo President, Treasurer, Secretary and Director 46 March 12, 2010
16 Monarch Way
Kinnelon NJ 07405
- ----------
1. Ms Ritualo resigned as a director and officer on March 12, 2010
2. Ms Mercado resigned as a director on March 12, 2010
BUSINESS EXPERIENCE
The following is a brief account of the education and business experience during
at least the past five years of each director, executive officer and key
employee of our company, indicating the person's principal occupation during
that period, and the name and principal business of the organization in which
such occupation and employment were carried out.
JANET GARGIULO
She has been an independent business consultant for 10 years. Her experience
includes working with management of privately-held companies to maximize
productivity as well as general corporate matters. Ms. Gargiulo has experience
in various industries including transportation, premium and promotional
marketing, and industrial custodial services.
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INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past five years, none of our officers, directors, promoters or
control persons have had any of the following events occur:
* a bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time;
* conviction in a criminal proceeding or being subject to a pending
criminal proceeding, excluding traffic violations and other minor
offenses;
* being subject to any order, judgment or decree, not substantially
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or
banking business; and/or
* being found by a court of competent jurisdiction, in a civil action,
the SEC or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgement has
not been reversed, suspended or vacated.
EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to
both to our officers and to our directors for all services rendered in all
capacities to us for our fiscal years ended March 31, 2009 and 2008.
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Rosalinda 2009 Nil Nil Nil Nil Nil Nil Nil Nil
Ritualo 2008 Nil Nil Nil Nil Nil Nil Nil Nil
former
President,
CEO, CFO and
Director (1)
Nanette 2009 Nil Nil Nil Nil Nil Nil Nil Nil
Mercado 2008 Nil Nil Nil Nil Nil Nil Nil Nil
Former
Director (2)
Janet 2009 N/A N/A N/A N/A N/A N/A N/A N/A
Gargiulo 2008 N/A N/A N/A N/A N/A N/A N/A N/A
President,
Treasurer &
Secretary (3)
- ----------
1. Ms Ritualo resigned as a director and officer on March 12, 2010
2. Ms Mercado resigned as a director on March 12, 2010
3. Ms Gargiulo was appointed as our sole director and officer on March 12,
2010
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NARRATIVE DISCLOSURE TO THE SUMMARY COMPENSATION TABLE
We have not entered into any employment agreement or consulting agreement with
our executive officers. There are no arrangements or plans in which we provide
pension, retirement or similar benefits for executive officers.
Although we do not currently compensate our officers, we reserve the right to
provide compensation at some time in the future. Our decision to compensate
officers depends on the availability of our cash resources with respect to the
need for cash to further our business purposes.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The table below summarizes all unexercised options, stock that has not vested,
and equity incentive plan awards for each named executive officer as of March
31, 2009.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards Stock Awards
----------------------------------------------------------------- ---------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
- ---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- ---------
Rosalinda Nil Nil Nil Nil Nil Nil Nil Nil Nil
Ritualo
Nanette
Mercado Nil Nil Nil Nil Nil Nil Nil Nil Nil
Janet Nil Nil Nil Nil Nil Nil Nil Nil Nil
Gargiulo
Stock Option Grants
We have not granted any stock options to the executive officers or directors
since our inception.
DIRECTOR COMPENSATION
We do not pay any compensation to our directors at this time. However, we
reserve the right to compensate our directors in the future with cash, stock,
options, or some combination of the above.
We have not reimbursed our directors for expenses incurred in connection with
attending board meetings nor have we paid any directors fees or other cash
compensation for services rendered as a director in the year ended March 31,
2009.
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STOCK OPTION PLANS
We did not have a stock option plan as of March 31, 2009, nor do we have one
currently.
OPTIONS GRANTS DURING THE LAST FISCAL YEAR / STOCK OPTION PLANS
We do not currently have a stock option plan in favour of any director, officer,
consultant or employee of our company. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to any executive officer or director since our
inception; accordingly, no stock options have been granted or exercised by any
of the officers or directors since we were founded.
AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR
No individual grants of stock options, whether or not in tandem with stock
appreciation rights known as SARs or freestanding SARs have been made to any
executive officer or any director since our inception; accordingly, no stock
options have been granted or exercised by any of the officers or directors since
we were founded.
LONG-TEM INCENTIVE PLANS AND AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance. No individual grants or agreements
regarding future payouts under non-stock price-based plans have been made to any
executive officer or any director or any employee or consultant since our
inception; accordingly, no future payouts under non-stock price-based plans or
agreements have been granted or entered into or exercised by any of the officers
or directors or employees or consultants since we were founded.
FAMILY RELATIONSHIPS
The functions of our directors, executive officers or directors are served by
the same person.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
During the last two years and except as disclosed below, none of the following
persons has had any direct or indirect material interest in any transaction to
which our company was or is a party, or in any proposed transaction to which our
company proposes to be a party:
(a) any director or officer of our company;
(b) any proposed director of officer of our company;
(c) any person who beneficially owns, 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 of any of the foregoing persons
(including a spouse, parents, children, siblings, and in-laws).
LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material proceedings or pending litigation.
There are no proceedings in which any of our directors, officers or affiliates,
or any registered beneficial shareholder are an adverse party or has a material
interest adverse to us.
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MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our common stock is currently quoted on the OTC Bulletin Board ("OTCBB"), which
is sponsored by FINRA. The OTCBB is a network of security dealers who buy and
sell stock. The dealers are connected by a computer network that provides
information on current "bids" and "asks", as well as volume information. Our
shares are quoted on the OTCBB under the symbol "GNTQ." No shares had traded as
of the date of this report.
HOLDERS OF OUR COMMON STOCK
Our common shares are issued in registered form. Empire Stock Transfer of 2470
St. Rose Parkway, Suite 304, Henderson, Nevada 89074 is our stock transfer
agent. They can be contacted by telephone at (702) 818-5898.
As of March 12, 2010, there were 40 registered shareholders holding 2,150,000
shares. There are 2,150,000 shares of common stock issued and outstanding.
DIVIDENDS
We have not declared any dividends since incorporation and do not anticipate
that we will do so in the foreseeable future. Although there are no restrictions
that limit the ability to pay dividends on our common shares, our intention is
to retain future earnings for use in our operations and the expansion of our
business.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans in place.
RECENT SALES OF UNREGISTERED SECURITIES
On March 12, 2010 Janet Gargiulo purchased 1,200,000 shares of common stock from
Rosalinda Ritualo and Nanette Mercado our former directors and officer. The
purchase price of the shares was $172,800, which was paid in cash and by funds
borrowed by Ms. Gargiulo.
Janet Gargiulo now owns 1,200,000 of our shares of common stock, which is 55.8%
of our issued and outstanding shares of common stock as of March 12, 2010.
DESCRIPTION OF REGISTRANT'S SECURITIES
As of March 12, 2010, there were 2,150,000 shares of our common stock issued and
outstanding, held by 40 holders of record.
COMMON STOCK
Our authorized capital stock consists of 100,000,000 shares of common stock, par
value $0.001 per share. Our shareholders (i) have equal rateable rights to
dividends from funds legally available therefor, when, as and if declared by the
board of directors; (ii) are entitled to share rateably in all of the assets for
distribution to holders of common stock upon liquidation, dissolution or winding
up of our business affairs; (iii) do not have pre-emptive, subscription or
conversion rights, and there are no redemption or sinking fund provisions or
rights applicable thereto; and (iv) are entitled to one non-cumulative vote per
share on all matters on which stockholders may vote. All shares of common stock
now outstanding are fully paid and non-assessable.
There are no provisions in our articles of incorporation or bylaws that would
delay, defer or prevent a change in control of our company or a change in type
of business.
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DIVIDENDS
We have not declared any dividends since incorporation and do not anticipate
that we will do so in the foreseeable future. Although there are no restrictions
that limit the ability to pay dividends on our common shares, our intention is
to retain future earnings for use in our operations and the expansion of our
business.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Statutes, and our Bylaw IX, we may indemnify an officer or
director who is made a party to any proceeding, including a law suit, because of
his position, if he/she acted in good faith and in a manner he/she reasonably
believed to be in our best interests. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the officer or
director is successful on the merits in any such proceeding as to which such
person is to be indemnified, we must indemnify him/her against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors or officers pursuant to the
foregoing provisions, we are informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy, as expressed
in said Act and is, therefore, unenforceable.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no disagreements related to accounting principles or practices,
financial statement disclosure, internal controls or auditing scope or procedure
during the two fiscal years and interim periods, including the interim period up
through the date the relationship ended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Affiliate Stock Purchase Agreement between Rosalinda Ritualo, Nanette
Mercado and Janet Gargiulo dated March 12, 2010
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GRANTO, INC.
Per:
/s/ Janet Gargiulo
- --------------------------------------------
Janet Gargiulo
President, Treasurer, Secretary and Director
March 22, 2010
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