Artisan Consumer Goods, Inc. - Annual Report: 2018 (Form 10-K)

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2018

Commission File No. 000-54838

ARTISAN CONSUMER GOODS, INC.

(Exact name of registrant as specified in its charter)

297 President Street

Brooklyn, New York 11231

(Address of principal executive offices, zip code)

(206) 517-7141

(Registrant’s telephone number, including area code)

 ____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

At December 31, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $347,314. On October 10, 2018, there were 4,400,000 shares of the Registrant’s common stock, $0.001 par value per share, outstanding.

ARTISAN CONSUMER GOODS, INC.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Artisan Consumer Goods, Inc., a Nevada corporation, contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

All references in this Form 10-K to the “Company”, “Artisan Consumer Goods, Inc.”, “we”, “us,” or “our” are to Artisan Consumer Goods, Inc.

PART I

ITEM 1. BUSINESS

Organization within the last five years.

On September 14, 2009, the Company was incorporated under the laws of the State of Nevada. Until the date of filing of this Annual Report on Form 10-K, we were engaged in the business of acquisition, exploration and development of natural resource properties. On April 17, 2018, under the laws of the State of Nevada, we changed our name from “Lash, Inc.” to “Artisan Consumer Goods, Inc.” On October 19, 2016, under the laws of the State of Nevada, we changed our name from “Cassidy Ventures Inc.” to “Lash, Inc.”

Amber Joy Finney has served as our President and Chief Executive Officer, Treasurer and sole director since September 28, 2016. Ms. Finney is also the holder of 2,271,429 shares of our common stock, amounting to 51.6% of the issued and outstanding shares of our common stock. William Drury has served as our Secretary since February 19, 2013.

William Drury also served as our Treasurer and sole director from February 19, 2013, until September 28, 2016. Mr. Drury also served as our President from July 31, 2015 until September 28, 2016. Keith Fredricks served as our President from February 19, 2013 until July 31, 2015.

As of June 30, 2018, we were authorized to issue 500,000,000 shares of common stock, par value $.001 per share, and 25,000,000 shares of “blank check” preferred stock, par vale $0.001 per share.

We have never earned any revenues.

Our independent auditor has issued an audit opinion which includes a statement raising substantial doubt as to our ability to continue as a going concern.

Our Business – and Immediate Need for Financing

We are in the business of branding, creating, sourcing​ ​and​ ​distributing​ ​artisan​ ​consumer​ packaged​ ​goods. The​ ​Company’s​ ​administrative​ ​offices​ ​are​ ​located​ ​at​ 297 President​​ Street,​ Brooklyn,​ ​New ​ York​ ​11231.​ We do not conduct any operations at such address.​ The​ ​ Company​ is​ looking​​ for​ principal​ office​ space, appropriate for the Company’s stage of development,​ ​​in Gold​ ​ ​Bar, Washington.

We​ ​require​ minimum​​ funding​ ​​of ​​$87,300​ ​for​ ​the​ ​next​ ​twelve months in order to implement​ our plan of business​.​ ​ After​ ​a​ ​twelve​ ​month​ ​period​ ​we​ ​may​ ​require ​additional financing.​ ​If​ ​we​ ​do​ ​ not​ generate​ ​sufficient​ ​revenue,​ ​we​ ​may​ ​need​ ​a​ ​minimum​ ​of​ ​$21,825​ ​additional​ ​funds​ ​to​ meet​ SEC​ ​filing​ ​requirements.​ ​ Amber​ ​Finney,​ ​our​ ​President ​ and​ ​ sole​ ​ director,​​ has​ ​ agreed​ to​ loan​ the​ ​Company​ ​funds.​ ​However,​ ​she​ ​has​ ​no​ ​firm​ commitment,​ arrangement​ or​ legal​ obligation​ ​to​ advance​ ​or ​ loan​ ​ funds​ ​ to​​ the​ ​ ​Company. ​If ​ we​​ ​do ​ not​ ​ generate​ sufficient​ revenue​ ​and​ ​Ms.​ Finney​ ​does​ ​not​ ​loan​ the​ Company funds,​​ we​ intend​​ to raise​ these​ additional​ ​funds​ ​through​ ​private​ ​debt​ ​or equity financing.​ We​ ​ have​ ​ not​ ​ commenced​ any​ activities​ ​to​ ​raise​ ​these​ ​funds.​ ​We​ ​cannot ​ provide​ ​any ​assurance ​ that​ ​we​ ​will ​successfully​ raise​ ​this​ ​additional​ ​funding.​ ​We have​ ​no​ ​revenues​ ​and​ ​have​ ​incurred​ ​losses​ ​since inception.​

In the event the Company is able to raise $87,300 in financing (or increments of 25%, 50% or 75% of $87,300), the Company plans to use the funds as follows:

Initial Focus of our Business

The company’s initial focus will be on achieving growth through aggressive product development and commercialization. Our long-term objective is to build a diverse portfolio of artisan consumer packaged brands. To meet this objective, the Company is currently engaging in concept development and analysis. We plan to begin production, market testing and commercialization of our brands as soon as we obtain financing.

​The Company’s corporate website is planned to reside at ArtisanConsumerGoods.com. We have registered additional domains for certain products, however, we may choose not to use those domains pending market testing and other go-to-market strategy inputs.

We expect that the development and testing phase will take eight months to complete. We anticipate that it will take a further fourth months to see our products for sale online.

Consumer packaged goods (“CPG”), also sometimes classified as fast-moving consumer products, “FMCP,” are a category of goods consumed frequently by consumers. This category consists of goods that typically are replaced often (as compared to durable goods, which are used for extended periods of time). Examples of CPGs are personal hygiene, packaged food and drinks, clothing, makeup, tobacco, alcoholic beverages, and household cleaning products.

Artisan goods are by definition, made in a traditional or non-mechanized way using high-quality ingredients and are especially one that involves making things by hand.

Artisan goods are created using time tested techniques that have been passed down from craftsperson to craftsperson.

Often made in smaller quantities or “small batch,” we believe that today’s consumers have a desire, for higher quality, socially conscious, environmentally friendly, organic, table to table goods. We seek out the creation of products that are made in the artisan tradition and facilitates the making, marketing, packaging, and delivery of these products. We plan to focus on consumer driven packaging, delivery, and service.

Our​ ​Products​ ​and​ ​Services

We​ ​plan to ​launch​ ​the​ ​Company​ ​with​ diverse​ product​​ ​lines​ ​that​ ​address​ ​high-value​ ​consumer segments​ within​ our​ target​ audience. ​ Some of our planned products are as follows:

Salish​ ​Seasons  

SalishSeasons.com

We​ ​plan​ ​on​ ​assembling​ ​a​ ​sampling​ ​of​ ​indigenous​ ​Salish​ ​flavors​ ​and​ ​spices.​ ​These​ ​spices​ ​will​ ​be packaged ​ for​ ​ individual​ sale​ ​​and​ ​as​ ​a​ ​“pantry​ ​starter ​ gift​ ​ pack”​ ​ that​ is​​ bundled​​ with​ a​ ​​spice​ ​rack. Indigenous Salish​ flavors​ are​ ​those​ that​​ ​existed ​​in​ the​ ​traditional​ ​harvest​ ​zone of​ ​the ​ American​ Indian ​nations​​ ​who​ ​inhabited​ ​the​ ​Northwest​ ​U.S.A.​ ​and​ ​Southwest​ ​Canada​ during​ ​​the​ ingredients.​ They​ ​are​ ​gathered,​ ​grown,​ ​ground​ ​fresh,​ ​and​ ​packaged​ ​for​ ​sale​ in​ ​ ​the​ ​Pacific​ ​Northwest.

Heirloom​ ​Grove  

Heirloomgrove.com

Our​ ​Heirloom​ ​Grove​ ​brand​ ​is planned to ​include​ ​sauces,​ ​jams, ​ ​compotes, ​ and​ ​ other​ ​ canned​ fruit​ products sourced​ ​from​ ​organic,​ ​world-renowned​ ​orchards​ and​ groves​ of​​ Washington​ state.​​ Product​ packaging​ ​and​ ​social​ ​media​ ​promotion​ ​of​ Heirloom​ ​Grove​​ ​will​ ​connect​ ​consumers ​with​ real​ artisans​ ​and​ farmers​​ ​and​ ​their​ ​communities.​ ​The​ ​stories ​behind​​ ​the​ ​brand​ ​will​ ​highlight​ the​​ fair trade practices​ of​ these​ farmers ​​and​ ​artisans,​ ​in​ ​a​ ​stark ​​and ​​refreshing​ ​contrast​ ​to ​​the​ ​practices​ ​of large-scale ​megafarms​​ and​ agriculture​ conglomerates.

Carefully​ ​Cooked  

CarefullyCooked.com

We​ ​plan​ ​on​ ​developing​ ​a​ ​line​ ​of​ ​carefully​ ​produced​ ​and ​ gourmet​ pantry​ starter​ foods.​ ​ We​ envision​ ​these​ ​soups​ ​and ​​baking​ ​mixes​ ​to​ ​be​ ​hand-crafted​ ​in​ ​small​ ​batches, ​using​ superior​ cooking​ ​methods​ ​and​ ​high-quality​ ​ingredients.​ Patience​ ​and​ ​attention​ ​to​ ​detail ​is​ what​ Carefully​ ​Cooked​ ​is​ ​all​ ​about.​ This​ ​product​ ​line​ ​will​ ​feature​ ​jarred​ ​artisan​ ​soups ​and​ boxed​ baking​ ​mixes​ ​of​ ​classic,​ timeless​ ​“comfort​ ​food”​ ​flavors​ ​such​ ​as​ French​​ ​Onion,​ ​Lobster Bisque,​ ​and​ ​Creamy​ ​Oyster​ Stew.​

Herb​ ​Infused​ ​Coconut​ ​Oil  

(HerbInfusedCoconutoil.com,​ ​HerbCoconutoil.com,​ ​Coconutoilrefined.com)

Enjoy​ ​all​ ​the​ ​benefits​ ​of​ ​coconut​ ​oil​ ​without​ ​the​ ​coconut​ ​flavor.​ ​Our ​ herb-infused, flavorless,​ ​and refined​ ​liquid​ ​coconut​ ​oils​ ​are​ ​a​ ​healthy​ ​alternative ​ ​to ​ traditional​ ​ cooking ​oils, ​ oil-based​ marinades​ ​and ​ dressings.​ Naturally​ rich​ ​​in​ ​medium​ chain​​ triglycerides​ (​“MCTs”)​ ​or​ ​medium chain fatty​ ​acids,​ ​our​ ​oils​ ​are​ ​more​ ​easily​ ​digested ​ and​ ​ processed​in​ ​ the​ ​ liver​ ​ than​ other​ ​fats. We believe that MCTs fuel​ ​the​ ​brain ​​and ​​body​ ​while​ ​creating​ ​a​ ​thermogenic​ ​effect,​ ​aiding​ ​in​ ​caloric ​burn.​​ As​ a​ ​favorite​ feature​ ​of​ ​ketogenic​ ​diets,​ ​we believe that MTCs​ ​make​ ​it​ ​much​ ​easier​ ​to​ ​get​ ​into​ ​and​ ​stay​ ​in​ ​ketosis.

Environmentally​ Safe, High-end Cleaning​ ​ Products​

Our​ ​line​ ​of​ “earth-conscious” cleaning​​ products​ offer​ ​artisan​ craftsmanship​​ in​ ​ an​ ​ innovative​ package​ ​that​ ​is​ ​easy​ ​to​ ​transport,​ ​simple​ ​to​ ​use,​ ​and​ ​safe​ ​to ​store.​ ​ Our​ ​distinctively fragranced,​ ​expert-crafted​ ​products​ ​are​ ​free​ ​of​ ​harsh​ ​chemicals​ ​such​ ​as​ ​ammonia, ​ bleach,​ dyes,​ ​formaldehyde, ​parabens,​ ​ &​ ​​phthalates. ​​Artisan​ Consumer​ ​​Goods cleaning products​ are ​​designed​ ​for​ ​the​ ​health​ ​and​ ​safety​ ​of​ ​our​ ​planet​ ​and​ ​its​ ​inhabitants.

Quinoa​ ​Pilaf  

PilafQuinoa.com

Seasoned​ ​Quinoa​ ​dishes​ ​combine​ ​nutrition,​ ​convenience,​ ​and​ ​taste.​ ​Pairing ​ the​ ​ freshest​ high-quality​ ​seasonings,​ ​organic​ ​dried​ ​bone​ ​broths,​ ​vegetables,​ ​and​ ​nuts.​ ​With ethically-sourced,​ ​pre-washed,​ ​and​ ​delicious​ ​alternative​ ​to​ ​plain​ ​Quinoa,​ ​Artisan ​ Consumer​ Goods​ ​takes​ ​the​ ​guesswork​ ​and​ ​time​ ​out​ ​of​ ​including​ ​this​ ​super​ ​seed​ ​into​ ​your ​ diet.​ ​ Native​ to​ ​western​ ​South​ ​America,​ ​protein ​ ​and​ fiber​ ​ rich​ ​ Quinoa​ ​ has​ ​ been​ ​ consumed​ for​ ​ over​​ 4,000​ years,​ ​and​ ​is ​ known​ today​ ​ as​ ​ an​​ “ancient ​​grain.”​ In​​ ​fact, ​​Quinoa​ is​​ ​not ​​a​ ​grain ​but​ ​​a​ ​seed​ ​that provides​ 5​​ ​more​ ​grams​ ​of​ ​fiber ​and​ double​ the​​ ​protein ​of ​ rice,​​ ​with​ a​​ delightful​ crunch​ and​ a​ ​subtle​ ​nutty​ ​flavor.​ ​Sample​ ​Quinoa​ ​Pilaf​ ​flavors​ ​may ​ include:​ Vegetable​ Medley,​ Mushroom,​ ​Shallot,​ ​Parmesan,​ ​Mediterranean,​ ​and​ ​Tomato​ ​Basil.

The​ ​Market ​

Consumer packaged goods (“CPG”), also​ ​sometimes​ ​classified​ ​as ​​fast-moving​ consumer​ products,​ ​are​ ​a​ ​category​ ​of​ ​goods consumed often​ by​ households and​ individuals.​ This​ ​category​ consists of​ goods​ ​​that ​are​ ​​replaced​ ​regularly, as compared​​ to​ durable​ goods,​ like​ ​appliances​ ​or​ ​automobiles,​ ​which​ ​are​ ​used​ ​over​ ​longer​ periods​ of​ ​ time).​ ​ Some​ ​basic examples​ ​of​ ​CPGs​ ​are​ ​food​ ​and​ ​beverages,​ ​clothing,​ ​tobacco,​ ​and​ ​household​ ​products.

CPGs​ ​are​ ​intended​ ​to​ ​be​ ​used​ ​quickly​ ​and​ ​are​ ​often​ ​sold​ ​at​ a​ relatively​​ low​​ cost.​ ​ As​ the​ name​ ​implies,​ ​they​ ​usually​ ​come​ ​in​ ​some​ ​form​ ​of​ ​packaging​ ​that​ ​can​ ​be​ ​displayed​ ​on​ ​the shelves​ ​of​ ​retail​ ​businesses.

Cosmetics​ ​are​ ​an​ ​example​ of​​ a​ consumer​ ​​packaged​ ​good.​ Like​​ most​ CPGs,​ ​they​ typically​ have​ a​​ ​limited​ ​shelf​ ​life;​ ​the​ ​product​ ​deteriorates ​over​​ time​ or​ ​ if​​ exposed​ ​ to​ ​ temperature​ fluctuations.​ Sold​ ​in​ ​individual​ ​packages​ ​at​ ​fairly​ ​low​ ​prices,​ cosmetics​​ like​ lipsticks,​ foundation,​ ​blush​ ​and eyeshadow​ ​are​ ​used​ ​daily,​ ​requiring​ ​frequent​ ​replenishment.

Prospective Buyers of our Products

Our​ ​products​ ​will​ ​appeal​ ​to​ ​consumers who,​ ​when​ ​shopping​ for​​ goods,​ seek​​ additional emotional,​ ​psychological, or​ ​​practical​ ​benefits,​ ​and​ ​are​ willing​ ​​to​ ​pay for​ ​those​ benefits.​ April​ ​2015​ ​research​ ​from​ ​Deloitte​ ​found​ ​that​ ​consumers​ ​will​ ​pay​ ​premiums ​of​​ between​ 19%​ ​and​ ​33%​ ​for​ ​products​ with​ ​benefits​ ​such​ ​as:

¹ http://www2.deloitte.com/content/dam/Deloitte/us/Documents/consumer-business/us-cb-2015-america n-pantry-study.pdf.

Our​ ​target​ ​consumers​ ​have​ ​higher-than-average ​discretionary​​ incomes, but​ ​​are focused​ on​ value​ when​ ​selecting​ ​products​ ​to​ purchase.​ They ​are loyal​ ​​to ​​brands​ with​ which​​ ​they​ feel​ an​ ​emotional,​ ​or​ ​even​ ​an​ ​ideological,​ ​connection.​ When​ ​they​ ​evaluate​ premium-priced​ products,​ ​they​ ​consider the​ ​opinions​ ​of​ ​peers​ ​and​ ​trusted​ ​experts.​ ​ They​ ​also​ ​endeavor​ ​to know​ the​ story​ behind the brand,​ ​and ​​the journey​ the​ ​​product​ took,​ ​from​ ​raw​ ​materials​ to​ the​ ​store​ ​shelf.

Geographic​ ​Market​ ​Growth

Our​ ​research​ ​has​ ​found​ ​that​ ​a​ ​thoughtful​ ​approach​ ​to​ ​geographic ​ market selection will​ be​ an​ important​ ​element​ ​to​ ​the​ ​execution​ ​of​ ​our​ ​business​ ​plan.​ ​ For​ example,​ in​ the​ United States,​ ​the​ ​overall​ ​compound​ ​annual​ ​growth​ ​rate​ ​(“CAGR”)​ ​of​ ​beer​ ​consumption​ ​is​ ​1.1%.​ ​But many​ ​metropolitan​ ​markets ​ (predominantly ​ ​in ​​the ​ South​ ​ and​ ​ West)​ are​ seeing CAGR​ greater ​ ​than​ ​2%,​ ​with​ ​a​ ​handful​ ​of​ ​markets ​(​like​ ​Prescott,​ ​Arizona)​ ​seeing​ ​CAGRs​ of​​ ​over 3%.²

The​ ​variance​ ​in ​ geographic market​ growth​ ​rates ​will​ ​play​ a​ central​ role​ in​​ our​ go-to-market approach.​ For​ ​ ​example,​ ​we​ ​will​ ​leverage​ ​geo-targeting ​capabilities​​ ​of​ ​our​ online​​ marketing​ vendors​ ​to​ ​ensure​ ​our​ ​marketing​ ​dollars​ ​are​ ​spent​ ​in​ growing​ markets​ with​ ​ expanding​ populations​ ​of​ ​our​ ​target​ ​consumers.

Nature​ ​of​ ​Competition

The​ ​CPG​ ​market​ ​is​ ​highly​ ​competitive.​ ​This is​ ​primarily​ ​due to​ low​ ​consumer switching​ costs,​ ​and​ ​relatively​ ​low​ ​barriers​ ​to​ ​entry​ ​for​ ​suppliers.​ ​ In​ 2016, there​ were​ ​21,435​​ ​new product​ ​introductions​ ​in ​ the​ ​ food​ ​ ​and ​ ​beverage market​ in​ the​ U.S.​ ​​This figure​ ​nearly doubles​ the​ ​​quantity​ ​of​ ​new​ ​food​ ​and​ ​beverage​ ​product​ ​introductions​ ​in​ ​1998,​ ​according​ ​to Mintel’s​ ​Global​ ​New ​​Product​ ​Database​ ​(“GNPD”).³

In​ ​recent​ ​years,​ ​there​ ​has​ ​been​ ​a​ ​macro​ ​trend​ ​of​ ​small-to-midsize​ ​CPG companies​ taking​ share from ​large​ ​players.​ ​ These​ large​​ players lacked​ the​​ incentive and​​ the​ know-how to​ pursue​ ​market​ ​opportunities​ ​that​ ​did​ ​not​ ​meet​ ​certain​ ​thresholds​ ​for​ ​scalable​ ​revenue growth.

April​ ​2016​ ​research ​ from​ ​ Information​​ Resources​ Inc.​ and​​ Boston​ Consulting​ Group found​ that​ ​“U.S.​ ​sales​ ​of​ consumer​ ​​packaged​ goods​​ in​ 2015​ rose by 3.1​ percent, to​ $670​ ​billion, a​ pace​ ​last​ ​achieved​ ​in​ ​2012.​ ​It​ ​also​ ​found​ ​that​ ​small​ ​companies​ ​(less​ than​ ​ ​$1​ billion​ ​in​ ​sales) and​ ​midsized​ ​companies​ ​($1​ ​billion ​to​ $5​ billion) accounted​ for​ 46.4​​ percent of​ ​ total​ ​ CPG​ sales, ​a​ 0.5​ ​ percentage-point​ gain​ ​since​​ ​2014,​ ​and ​2.7​ ​percentage​ point​ ​gain​​ ​since​ 2011.​ That​ ​translates ​into​ ​a​ ​more​ ​than​ ​$18​ ​billion ​shift​​ ​in​ ​market​ share​​ ​[from​ 2011​​ ​through 2015].”⁴

This​ ​success​ ​of​ ​smaller​ ​CPG​ ​firms​ ​at​ ​the​ ​expense ​​of ​their​ larger​ ​​rivals​ ​has​ not​ ​​gone unnoticed.​ Many​ ​of​ ​ ​the​ ​established​ ​incumbents​ ​have​ ​begun​ ​to​ ​invest​ ​in, ​​or​ ​acquire​ ​outright, their​ ​smaller​ ​competitors.

​

Market​ ​Size​

The​ ​global​ ​market​ ​for​ ​consumer​ ​packaged​ ​goods​ ​is ​projected​​ ​to​ ​grow​ ​from​ ​$8​ trillion​ in​ ​2014​ ​to​ ​$14 trillion​ in​ ​2025.⁵ The​​ North​ ​​American ​packaged foods​ market​​ is​ ​​projected ​to grow​ ​from ​​$416.9​ ​billion​ ​​in​ 2014​ to​ ​$440.3​​ billion​​ ​in 2019.​⁶ Although​ overall​ growth ​ in​ ​ recent ​ years​ ​ has​ ​ been​ ​ ​relatively ​ slow​ ​ in​ ​ ​North ​​America, significant​​ ​growth exists​ in​ ​certain​ ​product​ ​categories,​ ​geographies,​ ​and​ ​distribution​ ​channels​ ​(or​ ​combinations​ ​of these).

_________________

² http://www.mckinsey.com/industries/consumer-packaged-goods/our-insights/three-myths-about-growth -in-consumer-packaged-goods

³ http://www.ers.usda.gov/topics/food-markets-prices/processing-marketing/new-products/

⁴ http://www.iriworldwide.com/IRI/media/IRI-POV-Growth-Leaders.pdf

⁵ http://www.mckinsey.com/industries/consumer-packaged-goods/our-insights/three-myths-about-growth

⁶ http://www.slideshare.net/BloombergLP/consumergoods-slidesharefinal

We​ ​have​ ​not​ ​found any​​ authoritative​ ​market​ sizing​​ estimates​​ for​ ​​the​ ​artisan food​ ​category. We​ ​believe​ ​this​ ​is​ due​ ​​to​ both​ category​ ​​nascence​ ​and​ ​the​ ​lack​ ​of​ ​commonly-accepted industry ​​definitions.

Competition

The level of competition in the artisan​ ​consumer​ packaged​ ​goods is extremely high.  Many of our established competitors have developed a brand following which would make our potential customers prefer their products over ours. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers, which would leave us at a disadvantage. The principal competitive factors in our industry are public taste and diet, pricing and quality of food. We will be in a market where we compete with many domestic and international companies offering similar food products. We will be in direct competition with them. Many large companies will be able to provide their products through established distribution channels. Many of these companies may have a greater, more established customer base than we do. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better prices for similar food products as ours, which may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

The Company has not yet entered the market and has no market penetration to date. The Company is aware of the following businesses, which may compete in the artisan​ ​consumer​ packaged​ ​goods business:

Bai​ ​Brands,​ ​LLC http://www.drinkbai.com/

Bai​ ​Brands,​ ​LLC​ ​is​ ​focused​ ​solely​ ​on​ ​the ​ specialty​ beverage​ ​ market.​ ​ ​It ​ was​ ​ founded​​ ​in 2009​ and​ ​sold​ ​to​ ​Dr.​ ​Pepper​ ​Snapple​ ​Group​ in​ ​ November​ ​ ​2016 ​ ​for ​ $1.7 billion.​ ​ It​​ continues​ to​ operate​ ​as​ ​a​ ​wholly-owned​ ​subsidiary​ ​of​ ​Dr.​ ​Pepper​ ​Snapple​ ​Group.

KIND ​ ​Snacks http://www.kindsnacks.com/

KIND​ ​is​ ​a​ ​private​ ​company​ ​founded​ ​in​ ​2004.​ ​ In​ ​November​ ​2017,​ it​ completed​​ its​​ first round​ of​ ​funding, ​ led​ ​ by​ ​ Mars.​ ​ In​ ​ 2016​, ​ KIND​ ​was​ ​ granted​ ​permission from​ the​​ FDA to ​resume using​ ​the​ ​word​ ​“healthy”​ ​on ​ ​it’s​ product​​ packaging;​ one​ year​​ ​earlier, ​​the​ ​FDA ​​had​ ​evaluated KIND’s​ ​products​ ​as​ ​below​ ​the​ ​“healthy”​ ​nutritional​ ​threshold).

WhiteWave​ ​Foods http://www.whitewave.com/

Acquired​ ​by​ ​French​ ​conglomerate​ ​Danone​ ​in​ ​2017​ ​for​ ​$12.5B​ ​USD, the​ WhiteWave​ ​Foods Company​ ​engages​ ​in​ ​the​ ​manufacture, ​ marketing,​ ​ distribution,​​ and​ ​sale​ of​ plant-based foods​ ​and​ ​beverages,​ ​coffee​ creamers​ ​and​ ​beverages, ​and​​ ​dairy​ ​products​ ​in​ ​North​ ​America and​ ​Europe. We​ ​believe​ ​ACG​ ​differs​ ​from​ ​these​ ​competitors​ ​in​ ​two​ ​primary​ ​ways:

We​ ​believe​ ​the​ ​combination​ of​ ​ ​diversification and​ efficient​ distribution will​ allow ACG​ ​ to​ rapidly​ ​test​ ​our​ ​way​ ​into​ ​(or​ ​out​ ​of)​ ​new​ ​consumer​ ​markets, ​and​ operate​ more​ nimbly​​ than​ our​ competition.​ ​We​ ​believe​ ​this​ ​ultimately​ will​ translate​ ​into​ ​greater​ ​shareholder ​​value over​ ​time.

Marketing

Branding​ ​and​ ​Packaging

Because​ ​ACG​ ​is​ ​a​ ​purveyor​ ​of​ ​premium​ ​artisan​ ​products,​ manifestations​ of​ ​the brand ​will create​ and​ ​reinforce​ ​the​ ​consumer’s​ ​perception​ ​of ​quality,​ ​​integrity ​and​ ​​trustworthiness. We​ ​will​ communicate​ these​ ​positive​ ​brand​ ​attributes​ ​to​ ​consumers ​​through:

Below​ ​are​ ​some​ ​examples​ ​of​ ​how​ ​our​ ​packaging​ ​will​ ​support​ ​consumer​ ​perceptions​ ​of quality,​ integrity​ ​and​ ​trustworthiness:

Go-To-Market​ Phase​​ One:​ ​Online​ Distribution​

Phase​ ​One​ ​of​ ​our​ go-to-market​ will​ ​ focus​ ​exclusively​​ on​ establishing​ online​​ distribution for​ our ​products.​ ​ We​ ​will​ ​offer ​​our​ ​products​ ​through ​leading​​ consumer​ e-Commerce​ platforms and promote​ ​them​ ​through​ ​digital​ ​advertising​ ​and​ ​social​ ​media​ ​channels.

Paid​ ​Media

Initially,​ ​we​ ​will ​​concentrate​ ​our​ ​online​ ​marketing​ dollars​ on​ ​ a​ ​ small​ ​ number​ ​​of​ ​U.S. metropolitan​ ​areas​ ​with​ ​high​ ​densities​ ​of​ ​our​ ​target​ ​customers.​ ​ As​ ​we​ ​grow​ ​our ​ customer​ base,​ ​we​ ​will​ ​append​ ​our​ ​purchase​ ​data​ ​with​ ​additional demographic​​ information,​​ which​ we​ ​will​ ​sourced​ ​from​ ​third​ ​party​ ​consumer​ ​data​ ​firms.​ ​ Analyzing​ ​these​ ​enriched​ ​data​ sets​ will​ ​help​ ​us​ ​answer​ ​two​ ​key​ ​go-to-market​ ​questions:

Earned​ ​Media

Connecting​ ​with​ our​ ​ consumers​​ through​​ ​social ​ media​​ will​ be​ ​an​ important ​element of​ our​ business​ ​growth​ ​strategy.​ ​According​ ​to​ ​a​ ​recent​ ​study,​ approximately 71%​ of​ ​consumers​ who have​ ​had a​ good ​​social ​​media ​​service ​ experience​​ with​​ ​a brand​ ​are ​​likely ​​to​ ​recommend​ ​it​ ​to ​others.⁷ Another​ ​study​ ​of​ ​1,000​ ​consumers​ ​found​ ​that​ approximately 48%​ want​ to​ purchase​​ from​ brands​ ​that​ ​are​ ​responsive​ ​to​ ​their​ ​customers​ ​on​ ​social​ ​media.⁸

For​ ​example​ ​every ​time​ ​ we​ ​ship​ in​ order​ ​ ​to Los​ Angeles,​​ we​​ should ​include ​​a slip​ ​with​ ​the order​ ​encouraging​ ​the​ ​purchaser​ ​to​ ​share​ ​their​ ​purchase​ ​with​ ​local​ ​specific​ hashtags​,​ such as hashtag​ ​Los​ ​Angeles​ ​Artisan​ ​Foods.

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⁷ http://www.getambassador.com/blog/social-customer-service-infographic

⁸ http://www.socialmediaexaminer.com/how-consumers-respond-to-brands-on-social-media-new-research/

Go-To-Market ​Phase​​ Two:​ Brick​ and​ Mortar​

Phase​ ​Two​ ​of​ ​our​ ​go-to-market​ ​involves​ ​the​ ​following​ ​components:

Retail​ ​Store​ ​Targeting

We​ ​will​ ​leverage​ ​our​ ​third-party-enriched purchase​ data​ to​​ create detailed ​demographic profiles ​​of​ ​our​ ​customers​ ​(e.g.,​ ​household ​ income,​​ ​age, ​discretionary​ spending)​ and​ their​ look-alikes​ ​within​ ​the​ ​markets​ ​we​ ​are​ ​currently​ ​targeting​ ​through​ ​online​ ​advertising.

Within​ ​the​ ​geographies​ we​ are​​ targeting​​ with​ ad​ spend,​​ we​ ​will​ then​ ​identify concentrations​ ​(e.g.,​ ​cities,​ ​ZIP​/postal ​codes,​ ​and​ ​neighborhoods)​ ​of​ ​our​ ​customers​ ​and​ ​their demographic​ ​look-alikes.

We​ ​will​ ​then​ ​use​ ​third-party​ ​data​ ​sources​ ​to​ ​build​ ​target​ ​lists​ ​of​ ​retail​ ​locations​ ​in proximity to​ ​ our​ ​customers​​ (​ and/or ​ their​ ​ ​demographic​ “look-alikes”)​ ​within markets​ currently​ ​targeted​ ​through​ online​ ​advertising.

Finally,​ ​we​ ​will​ ​enable​ ​our​ ​telesales function​​ to​ provide​ high-level​ insights to their​​ retail​ distributors​ ​on​ ​how​ ​our​ ​products​ ​are​ ​selling,​ ​and ​ what​ ​ other​ ​ products​​ our​ ​ high-value​ customers​ ​may​ ​be​ ​looking​ ​for​ ​when​ ​shopping​ ​for​ ​consumer​ ​staples.

Sales

Our​ ​company​ ​will​ ​focus​ ​on​ ​the​ ​distribution​ ​of​ ​small-batch​ ​consumer​ ​goods through​ direct-to-consumer​ ​channels​ ​and​ ​high-end​ ​brick-and-mortar​ ​retail​ ​locations.

We​ ​expect​ ​revenue​ ​to​ ​come​ ​principally​ ​from​ ​three​ ​sources:

Revenue​ ​derived​ ​from​ ​direct-to-consumer​ ​channels

During​ ​Phase​ ​One​ ​of​ ​our​ ​go-to-market,​ ​we​ ​will​ ​sell​ ​through​ ​leading​ ​direct-to-consumer platforms​ ​such​ ​as​ ​Amazon.com​ ​and​ ​other​ ​platforms​ ​that ​ ​reach ​ our​ ​ target​ ​ audience.​ ​ We​ ​ will​ support​ ​the​ ​eCommerce​ ​channels​ ​with​ ​paid​ ​and​ ​earned​ ​(i.e.,​ ​social)​ ​media.

Revenue​ ​derived​ ​from​ ​brick-and-mortar​ ​channels

Using​ ​insights​ ​from ​ our​ ​ direct-to-consumer​ ​ efforts​ ​in Phase​ One,​ Phase​ Two​ ​will​ involve​ deployment​ of​ ​ ​a​ ​centrally​ ​managed​ ​telesales, ​which​​ ​will​ ​be​ ​responsible ​​for:

Revenue​ ​derived​ ​from​ ​emerging​ ​artisan​ ​products​ ​companies

Once​ we​ ​ have​ ​ established​ the​​ ​ACG ​ brand,​ ​​built​ our manufacturing​​ hub,​​ ​and​ created​​ a​ network​ ​of​ ​online​ ​and​ ​offline​ ​distributors, ​we​​ expect​​ to​ become​​ ​a launching​ platform for​ emerging​ ​artisan​ ​products.​ ​These​ ​firms ​​will ​pay​ ACG​ upfront fees​​ for​ access to our​ manufacturing​ ​hub​ ​and​ ​distributor​ ​network,​ ​and​ ​consultations​ ​on​ ​go-to-market ​ strategy.​Subsequent​ ​product​ ​sales​ ​will​ ​also​ ​be​ ​subject​ ​to​ ​revenue​ ​sharing​ ​agreement.

Patents, trademarks, licenses, franchise restrictions and contractual obligations & concessions.

We have not entered into any franchise agreements or other contracts that have given, or could give rise to, obligations or concessions. We are planning to develop our website and intend to protect its contents by registering for appropriate copyright and trademark protection where our management deems such registration necessary or beneficial. We have not conducted any independent searches or other inquiry into patents or other intellectual property which may be owned by others and which may constrain our business plan, nor have we received independent opinions of counsel on such matters. Beyond our trade name, we do not hold any other intellectual property rights.

Compliance with Government Regulation

The FDA​ ​regulates​ ​all​ ​food​ ​and​ ​cosmetic​ ​product​ ​for​ ​sale​ ​for​ ​interstate​ ​commerce. We​ ​ plan​ ​ on​ complying​ ​with​ ​all​ ​regulations​ set​ ​ forth​ ​ by​ ​ all​ ​ governmental​​ authorities​​ and ​​regulatory bodies​ ​for​ ​which​ ​we​ ​are​ ​responsible.​ ​We​ ​do​ ​not​ ​currently​ ​plan​ ​on​ ​registering an​ FDA​ facility​ ​and​ ​instead​ ​are​ ​planning​ ​on​ ​renting​ ​already​ ​registered. We​ ​do​ ​not​ ​currently​ ​plan​ ​on​ ​offering​ ​meat,​ ​poultry​ ​or​ ​egg​ ​products​ ​which​ ​would​ ​require regulation​ ​from​ ​the​ ​USDA.

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

We do not believe that government regulation will have a material impact on the way we conduct our business, however, any government regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business and operating results.

Research and Development Activities and Costs

We have not incurred any research and development costs to date. We have plans to undertake certain research and development activities during the first 12 months following the date of this prospectus related to the development of our website.

Employees and Employment Agreements

Amber Finney, our President and a director, is our sole employee, and she currently works full time on Company matters. We have no agreement with Ms. Finney regarding her performance of duties for the Company. William Drury, our Secretary, serves solely in his capacity as Secretary and does not work on day-to-day Company operations.

Insurance

We​ ​do​ ​not​ ​maintain ​ any​ ​ insurance​ and​ ​ do​​ not​ ​ ​intend ​ to​ ​ maintain​ ​ insurance​ in​ the​ ​future. Because ​ we​ ​ do​ ​ not​ ​ have​ ​ ​any ​ insurance,​ if​ ​ ​we ​ are​ ​ made​​ a​ ​ ​party​ of​​ a​ ​​legal​ ​action,​ ​we​ ​may ​ ​not have​ ​sufficient​ ​funds​ ​to​ ​defend​ ​the​ ​litigation.​ ​If​ ​that​ ​occurs​ ​a​ ​judgment​ ​could​ ​be​ ​rendered against​ ​us​ ​that​ ​could​ ​cause​ ​us​ ​to​ ​cease​ ​operations.

Facilities

We currently do not rent any real property or offices. Our current administrative business address is ​297 President​​ Street,​ Brooklyn,​ ​New ​ York​ ​11231. We do not conduct any operations at such address.​ The​ ​ Company​ is​ looking​​ for​ principal​ office​ space, appropriate for the Company’s stage of development,​ ​​in Gold​ ​ ​Bar, Washington.

ITEM 1A.  RISK FACTORS

RISKS RELATING TO OUR COMPANY

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the year ended June 30, 2018, were prepared assuming that we will continue our operations as a going concern. We were incorporated on September 14, 2009, and do not have a history of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

There is uncertainty regarding our ability to continue as a going concern, indicating the possibility that we may be required to curtail or discontinue our operations in the future. If we discontinue our operations, you may lose all of your investment.

We have incurred an accumulated deficit of $(19,117,905) from our inception on September 14, 2009, to June 30, 2018, and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any substantive revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. We anticipate that our current cash assets will be extinguished by December 31, 2018. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. If we are unable to obtain additional financing from outside sources and eventually produce enough revenues, we may be forced to sell our assets, or curtail or discontinue our operations. If this happens, you could lose all or part of your investment.

We are in an early stage of development. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

We were incorporated on September 14, 2009. Our website, which we intend to be our sole vehicle for generating revenues, is incomplete. We have few customers, and we have not earned any revenues to date. Our business prospects are difficult to predict because of our limited operating history, early stage of development, and unproven business strategy. Our primary business activities will be focused on the development, marketing and sales of artisan consumer packaged goods. Although we believe that our business plan has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.

We expect to suffer losses in the immediate future that may cause us to curtail or discontinue our operations.

We expect to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development of our social networking website and our business operations, generally. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will almost certainly fail.

We may not be able to execute our business plan or stay in business without additional funding.

Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.

If our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.

Our success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those we expect to incur as a publicly reporting company), for website marketing and development expenses, and for administrative expenses, which management estimates to be approximately between $25,000 and $45,000 over the next twelve months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.

Any significant disruption in our website presence or services could result in a loss of customers.

Our plans call for our customers to access our service through our website. Our reputation and ability to attract, retain and serve our customers will be dependent upon the reliable performance of our website, network infrastructure and fulfillment processes (how we deliver services purchased by our customers). Prolonged or frequent interruptions in any of these systems could make our website unavailable or unusable, which could diminish the overall attractiveness of our subscription service to existing and potential customers.

Our servers will likely be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions and delays in our service and operations and loss, misuse or theft of data. It is likely that our website will periodically experience directed attacks intended to cause a disruption in service, which is not uncommon for web-based businesses. Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Any significant disruption to our website or internal computer systems could result in a loss of subscribers and adversely affect our business and results of operations.

We are in a competitive market which could impact our ability to gain market share which could harm our financial performance.

The business of artisan consumer packaged goods is very competitive. Barriers to entry are relatively low, and we face competitive pressures from numerous companies that have existed and been successful in this general market space for many years. There are a number of successful businesses operated by proven companies that offer artisan consumer packaged goods, such as we do, which may prevent us from gaining enough market share to become successful. These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service. If we cannot gain enough market share, our business and our financial performance will be adversely affected.

We are a small company with limited resources relative to our competitors and we may not be able to compete effectively.

The artisan consumer packaged goods businesses of our competitors have longer operating histories, greater resources and name recognition, and a larger base of customers than we have. As a result, these competitors will have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their services than we may be able to devote to our services. Therefore, we may not be able to compete effectively and our business may fail.

The loss of the services of our President and sole director, Amber Finney, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our business and sell our services.

The development of our artisan consumer packaged goods business will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our Amber Finney, who is developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives. The loss of the services of either Ms. Finney or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services, which could adversely affect our financial results and impair our growth.

We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy. Our actual or perceived failure to comply with such obligations could harm our business.

We receive, store and process personal information and other user data, including credit card information for certain users. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties (including, in certain instances, voluntary third-party certification bodies such as TRUSTe). It is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation or negative publicity and could cause our users and advertisers to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties with whom we work, such as advertisers, vendors or developers, violate applicable laws or our policies, such violations may also put our users’ information at risk and could have an adverse effect on our business.

Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in the United States and abroad, including laws regarding data retention, privacy, distribution of user-generated content and consumer protection, that are frequently evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly outside the United States. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection and other matters that may be applicable to our business. It is also likely that if our business grows and evolves and our solutions are used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.

If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products or features, which would negatively affect our business. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred to prevent or mitigate this potential liability could also harm our business and operating results.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We incur costs associated with SEC reporting compliance, which may significantly affect our financial condition.

The Company made the decision to become an SEC “reporting company” in order to comply with applicable laws and regulations. We incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $25,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding.

However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.

After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.

RISKS ASSOCIATED WITH OUR SECURITIES

There is no liquidity and no established public market for our common stock and it may be difficult to sell your shares.

Although our shares of common stock are quoted on the OTC Pink tier of the OTC Markets Group Inc. under the symbol “ARRT”, there has been little trading market for our securities and a meaningful public market may never develop, or, if any meaningful market does develop, it may not be sustained. There can be no assurance that any meaningful market for our stock will develop for our common stock.

Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities legislation, our common stock constitute “penny stock”. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance 500,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock.  As of the date of this prospectus, the Company had 4,400,000 shares of common stock, and no shares of preferred stock, issued and outstanding. Accordingly, we may issue up to an additional 595,600,000 shares of common stock and 25,000,000 shares of preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Our insiders beneficially own a significant portion of our stock, and accordingly, may have control over stockholder matters, our business and management.

As of the date of this prospectus, our officers and directors beneficially own 2,952,860 shares of our common stock in the aggregate, or 67.1% of our issued and outstanding shares of common stock. Amber Finney alone holds 2,271,426 shares, or 51.6%, of our issued and outstanding common stock. Therefore, our officers and directors will have, and Ms. Finney, alone, has, significant influence to:

Moreover, because of the significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

In addition, sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States.  Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of our common stock.

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.

Though not now, in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:

(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired.  Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

Our current business address is 297 President Street, Brooklyn, New York 11231. We do not conduct any operations at that address. Our telephone number is (206) 517-7141.

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.

PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION

Our shares of common stock are quoted on the over-the-counter markets, currently on the OTC Pink tier of the OTC Markets Group, Inc. (the “OTC Markets Group”), under the stock symbol “ARRT”. The following table shows the reported high and low closing bid prices per share for our common stock based on information provided by the OTC Markets Group. The over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

HOLDERS

As of June 30, 2018, the Company had 4,400,000 shares of common stock issued and outstanding, and we had approximately 28 holders of record of our common stock.

DIVIDENDS

Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business.

TRANSFER AGENT

Our transfer agent is Empire Stock Transfer of Henderson, Nevada. Their address is 1859 Whitney Mesa Dr., Henderson, Nevada 89014 and their telephone number is (702) 818-5898.

DIVIDENDS

Historically, we have not paid any dividends to the holders of our common stock and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business. 

RECENT SALES OF UNREGISTERED SECURITIES

None.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We have not established any compensation plans under which equity securities are authorized for issuance.

PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during the year ended June 30, 2018.

ITEM 6.  SELECTED FINANCIAL DATA

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

We have generated no revenues since September 14, 2009 (inception).

For the year ended June 30, 2018, we incurred $28,067 in operating expenses, which were comprised $24,424 in professional fees and $3,643 in general and administrative expenses.

For the year ended June 30, 2017, we incurred $86,657 in operating expenses, which were comprised of $44,000 in consulting fee expense, $37,511 in professional fees and $5,146 in general and administrative expenses.

The following table provides selected financial data about our company for the years ended June 30, 2018 and 2017.

GOING CONCERN

Artisan Consumer Goods, Inc. is an exploration stage company and currently has limited operations. Our independent auditor has issued an audit opinion for Artisan Consumer Goods, Inc. which includes a statement raising substantial doubt as to our ability to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at June 30, 2018 was $5,813 with $131,793 in outstanding liabilities. Total expenditures over the next 12 months are expected to be approximately $112,300. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.

As at June 30, 2018, our total assets were $5,813. Total assets were comprised solely of cash.

As at June 30, 2018, our current liabilities were $131,793 and stockholders’ deficiency was $(1254,980).

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. Net cash used in operations was $(22,537) and $(82,650) for the fiscal years ended June 30, 2018 and 2017, respectively.

Cash Flows from Financing Activities

For the fiscal years ended June 30, 2018 and 2017, net cash flows provided by financing activities was $26,000 and $35,000, respectively from related party cash advances and $50,000 from a stock subscription in 2017.

PLAN OF OPERATION

Our plan of operation for the twelve months after the date of filing of this Annual Report on Form 10-K is as follows:

Planned milestones​ ​for​ the first ​three months after filing of this Annual Report on Form 10-K

Planned milestones​ ​for​ ​between three and six months after filing of this Annual Report on Form 10-K

Planned milestones​ ​for​ ​between six and nine months after filing of this Annual Report on Form 10-K

Planned milestones​ ​for​ ​between nine and twelve months after filing of this Annual Report on Form 10-K

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

206.353.5736

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Artisan Consumer Goods, Inc.

(Formerly known as Lash, Inc.)

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Artisan Consumer Goods, Inc. as of June 30, 2018 and 2017 and the related statements of operations, changes in stockholder’s equity, cash flows, and the related notes (collectively referred to as “financial statements”) for the periods then ended.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, the results of its operations and its cash flows, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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, although the Company has limited operations it has yet to attain profitability. This raises 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/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

We have served as the Company’s auditor since 2016.

Seattle, Washington

September 24, 2018

ARTISAN CONSUMER GOODS, INC.

(Formerly known as Lash Inc.)

Balance Sheets

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

The common stock issued and outstanding for the financial statements presented have been retroactively adjusted to reflect the 1-for-70 reverse stock split, which was effective in February 2017.     

ARTISAN CONSUMER GOODS, INC.

(Formerly known as Lash Inc.)

Statements of Operations

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

The common stock issued and outstanding for the financial statements presented have been retroactively adjusted to reflect the 1-for-70 reverse stock split, which was effective in February 2017.   

ARTISAN CONSUMER GOODS, INC.  

Statement of Changes in Stockholders' Deficiency                  

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

The common stock issued and outstanding for the financial statements presented have been retroactively adjusted to reflect the 1-for-70 reverse stock split, which was effective in February 2017.

ARTISAN CONSUMER GOODS, INC.  

(Formerly known as Lash Inc.)  

Statements of Cash Flow (Unaudited)

Artisan Consumer Group, Inc.

(Formerly known as Lash, Inc.)

Notes to Financial Statements (Unaudited)

June 30, 2018

NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS

Lash, Inc. (the “Company”) was incorporated in the State of Nevada on September 14, 2009, and its year-end is June 30. The Company’s principle executive office address is 297 President Street, Brooklyn, New York 11231.

The Company had previously acquired mineral properties located in the Thunder Bay mining district, Province of Ontario, Canada but never determined whether these properties contain reserves that are economically recoverable. As of June 30, 2015, we ceased our exploration operations in the Thunder Bay mining district due to a lack of funds, but maintained our plan as a mining exploration company, seeking other mining properties to explore and access for economic potential.

On September 19, 2016, the shareholders of Company approved an increase to the number of authorized shares from 256,000,000 shares to 500,000,000 shares and added 25,000,000 shares of (“blank check”) preferred stock, par value $0.001 per share. The board of directors of the Company is authorized to provide for the issuance of preferred stock in series, to establish the number of shares to be included in each series, and to fix the designation, powers, preference and rights to the shares of each series and any qualifications, limitations or other restrictions. The Company filed a Certificate of Amendment with the State of Nevada, effective on September 28, 2016, increasing the number of authorized shares from 256,000,000 shares to 500,000,000 shares and adding a new class of 25,000,000 shares of (“blank check”) preferred stock, par value $0.001 per share.

On September 28, 2016, William Drury resigned as President, Treasurer and director of the Company. Mr. Drury remains the Company’s Secretary.

On October 17, 2016, the shareholders of Cassidy Ventures Inc., approved a name change and approved a 1-for-70 reverse split. Thereafter, Cassidy Ventures Inc. filed a Certificate of Amendment with the State of Nevada, effective on October 19, 2016, changing its name to “Lash, Inc.” and the contemplated 1-for-70 reverse split. On October 28, 2016 and in accordance with SEC Rule 10b-17 and FINRA Rule 6490, the Company submitted documents and other information to FINRA in furtherance of pursuing and obtaining approval of the subject reverse stock split. The Company also submitted additional documents requested by, and necessary to obtain approval of, FINRA in connection with the subject reverse stock split. FINRA and the transfer agent recognized the split on February 14, 2017. The authorized shares did not change in connection with the split and will remain at 500,000,000 shares of common stock and 25,000,000 shares of (“blank check”) preferred stock.

On April 11, 2018, the shareholders of Lash, Inc. approved a name change. Thereafter, Lash, Inc. filed a Certificate of Amendment with the State of Nevada, effective on April 19, 2018, changing its name to “Artisan Consumer Goods, Inc.” On April 19, 2018 and in accordance with SEC Rule 10b-17 and FINRA Rule 6490, the Company submitted documents and other information to FINRA in furtherance of pursuing and obtaining approval of the name change.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s consolidated financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (US GAAP).

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company provides estimates for its common stock valuations and valuation allowances for deferred taxes.

Cash Flow Reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2018.

The Company maintains its cash balance at one financial institution that is insured by the Federal Deposit Insurance Corporation.

Basic Earnings (loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

Share Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock to employees for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as expense in the period granted. The Company also issues restricted stock to consultants for various services. Costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment only if there is sufficient disincentive to ensure performance or (ii) the date at which the counterparty’s performance is complete. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. Stock based compensation amounted to $1,015 and $2,310 for the years ended June 30, 2018 and 2017, respectively.

Fair Value Measurements

In September 2006, the FASB issued ASC 820 (previously SFAS 157) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 were effective January 1, 2008.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observations of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Income Taxes

The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of June 30, 2018, no additional accrual for income taxes is necessary. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest or penalties since its inception.

The Company intends to file income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2010 to 2017 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year.

Going Concern

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $19,117,905 at June 30, 2018 and further losses are anticipated in the development of its business raising 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 private placement of common stock.

There is no guarantee that the Company will be able to raise any capital through any type of offering.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard effective January 1, 2018. The adoption of this standard did not have a material impact on the Company’s financial statements.

NOTE 3 RELATED PARTY TRANSACTIONS

On February 1, 2015, the Company entered into a 24-month consulting agreement extension with William Drury, an Officer of the Company and WICAWIBE LLC., 297 President Street, Brooklyn, NY 11231. Prior to subsequent termination, the agreement was to expire on January 31, 2017 and the monthly fee was $15,000. On September 28, 2016, Mr. Drury resigned as President and Treasurer of the Company. On September 29, 2016, a settlement agreement between Mr. Drury and the Company was signed which provides a payment of $50,000 in cash and $50,000 in the Company’s common stock to release the Company from all possible claims of accrued salary, independent contractor fees, expense and cost owed to Mr. Drury and terminate the consulting agreement which was scheduled to expire on January 31, 2017. On October 2, 2016, Mr. Drury resigned as director and the Company accepted his resignation and ratified the settlement agreement dated September 29, 2016. According to the settlement agreement, $46,500 was paid directly to Mr. Drury on October 5, 2016 and the remaining $3,500 paid directly to an attorney for the legal fees related to the settlement agreement. The shares of the Company’s common stock are issuable to Mr. Drury in increments of 3,571 shares. Mr. Drury will continue to be issued 3,571 until he is able to garner $50,000 by selling the shares in the over-the-counter market or an exchange (as defined under the securities act of 1933, as amended). On October 24, 2016, the Company issued 14,286 shares of the Company’s common stock to Mr. Drury to partially settle the $50,000 common stock obligation. Those shares had a fair value of $3,200 at the date of issuance. This liability represents an unconditional obligation to issue a variable number of shares for a fixed monetary amount. The fair value of the shares issued to Mr. Drury but not yet sold are netted against the liability in the balance sheet. Subsequent adjustments to the fair value of the shares issued but not sold are recognized as an adjustment to the net liability and other income/expense until such time as the shares are sold. Mr. Drury has not sold these shares as of June 30, 2018. For the years ended June 30, 2018 and 2017, $4,286 and $3,943, respectively, of other income has been recognized due to the marking of these shares to fair value subsequent to issuance. As a result of the settlement agreement, the Company wrote-off liabilities of $624,900 related to Mr. Drury to additional paid-in capital on the accompanying balance sheet during the three months ended September 30, 2016.

The Company incurred consulting expense of -0- and $44,000 during the years ended June 30, 2018 and 2017, respectively, pursuant to the consulting agreement which was terminated. The balance due was written-off during the three months ended September 30, 2016.

During September 2016, the new Company President, Amber Finney, advanced the Company $10,000 as a related party loan. During November 2016, a member of Ms. Finney’s family advanced the Company an additional $10,000. During January 2017, Ms. Finney advanced the Company an additional $5,000. During May 2017, a related party advanced the Company an additional $10,000. During September 2017, Ms. Finney advanced the Company an additional $6,000. During November 2017, Ms. Finney advanced the Company an additional $20,000. The proceeds for these loans were used for working capital. As of June 30, 2018 and 2017, there are related party loans totaling $61,000 and $35,000, respectively. These advances are unsecured, due on demand and carry no interest or collateral.

The officers of the Company could become involved in other business activities as they become available. This could create a conflict between the Company and the other business interests. The Company has not formulated a policy for the resolution of such a conflict should one arise.

NOTE 4 PROVISION FOR INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company's assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

The provision for refundable federal income tax consists of the following for the 12 months ending:

The cumulative tax effect at the expected rate of 21% and 34% on the net deferred tax amount is as follows:

At June 30, 2018 and 2017, the Company had a net operating loss ("NOL's") carry forward in the amount of $19,117,905 and $19,094,124, respectively, available to offset future taxable income. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company has not filed its federal tax returns since inception and therefore, the NOL's will not be available to offset future taxable income until the tax returns are filed with the respective federal tax authorities.

A reconciliation of the Company's effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended June 30, 2018 and 2017 is summarized below.

NOTE 5 EQUITY TRANSACTIONS

On September 19, 2016, the shareholders of Company approved an increase to the number of authorized shares from 256,000,000 shares to 500,000,000 shares of common stock and added 25,000,000 shares of (“blank check”) preferred stock, par value $0.001 per share.

On February 14, 2017, the Company received final approval for a 1-for-70 reverse stock split of its common stock. Immediately after effecting the subject 1-for-70 reverse stock split, the Company had 4,400,000 shares of common stock issued and outstanding and -0- shares of preferred stock issued and outstanding. The authorized shares did not change in connection with the split and will remain at 500,000,000 shares of common stock and 25,000,000 shares of (“blank check”) preferred stock.

On September 19, 2016, the shareholders of Company approved the sale of 2,271,429 shares of the Company’s common stock for $0.0220 per share for an aggregate of $50,000 to Amber Finney, the Company’s president. The shares were issued to Ms. Finney on November 2, 2016.

On October 24, 2016, the Company issued 14,286 shares of the Company’s common stock to the Company’s former president, William Drury, to partially settle the $50,000 common stock obligation discussed in Note 3. The shares were valued at $.224 per share or $3,200.

As of June 30, 2018 there are 500,000,000 shares of common stock at par value of $0.001 per share authorized and 4,400,000 issued and outstanding and 25,000,000 shares of (“blank check”) preferred stock, par value $0.001 per share authorized and -0- shares issued and outstanding.

NOTE 6 SUBSEQUENT EVENTS

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A.  CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2018.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

As of June 30, 2018, management assessed the effectiveness of our internal control over financial reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive officer and the principal financial officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, completed only by Amber Joy Finney, our President and Chief Officer, Treasurer and sole director, who also serves as our principal executive officer, principal financial officer and principal accounting officer, Ms. Finney concluded that, as of June 30, 2018, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Secretary, Treasurer and sole Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of June 30, 2018.

Management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

There were no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of the year ended June 30, 2018 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION.

None.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officer’s and director’s and their respective ages as of June 30, 2018 are as follows:

The directors named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

AMBER JOY FINNEY

Ms. Finney has served as our President and Chief Executive Officer, Secretary, Treasurer and director since September 28, 2016. From October 2012 until December 2016, Ms. Finney served as President of VoiceFlix, a Seattle-area based advertising and marketing company, which she had founded.  In 2004, Ms. Finney obtained a BA degree from The Evergreen State College.  Ms. Finney’s experience in advertising, marketing and sales led to our conclusion that Ms. Finney should be serving as a member of our board of directors in light of our business and structure. 

WILLIAM DRURY

Mr. Drury has served as our secretary since February 19, 2013. Mr. Drury also served as our Treasurer and sole director from February 19, 2013, until September 28, 2016, and also served as our President from July 31, 2015 until September 28, 2016. Mr. Drury also serves as President and sole Director of Century Gold Ventures Inc. Mr. Drury has over 16 years of executive level experience in a wide range of disciplines. Mr. Drury is President at General 3D Corp. Previously, Mr. Drury served as President of Quantum Genomics Corp., an international biochemical development business based in Paris, France. Mr. Drury has also served as Director of Production and Content Services at NewSight Corp., a software and hardware company that invents, manufactures, markets and sells auto stereoscopic LCD and Plasma displays and content. Prior to his time at NewSight, Mr. Drury was the Vice President of Production at VRex, a stereoscopic visualization technology company. At VRex, Mr. Drury designed, constructed, and staffed one of the first full time true 3D stereoscopic production facilities in the world, creating content for clients, such as, the United States Army, Merck, Merrill Lynch, and Pfizer. At VRex Mr. Drury’s work was instrumental in the sale of VRex to the Malaysian Government for inclusion in their Cyber Jaya Technology Park. Mr. Drury holds degrees from Boston University and Baruch College. Mr. Drury is also member of the boards of directors of Quantum Genomics Corporation, ICN Corporation and Global Oxygen Development Corp.

TERM OF OFFICE

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of two members, none of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

Other than our officers and directors, we currently have no other significant employees.

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended June 30, 2018, our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.

CODE OF ETHICS

The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it has only commenced operations.

ITEM 11.  EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended June 30, 2018 and 2017:

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to our Officers for all services rendered in all capacities to us for the fiscal year ended as indicated:

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None of our directors have received monetary compensation since our inception through June 30, 2018. We currently do not pay any compensation to our directors serving on our board of directors.

STOCK OPTION GRANTS

We have not granted any stock options to the executive officers since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior mineral exploration companies.

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreement and has no compensation agreement with any of its officers and directors.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of June 30, 2018:

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ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of June 30, 2018, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 4,400,048 shares of our common stock issued and outstanding as of October 11, 2018. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

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ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended June 30, 2018 and 2017, the total fees charged to the company for audit services, including quarterly reviews were $9,350 and 15,000, for audit-related services were $0 and $0 and for tax services and other services were $0 and $0, respectively. 

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

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* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.