Artisan Consumer Goods, Inc. - Annual Report: 2019 (Form 10-K)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

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, 2019

Commission File No. 000-54838

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:

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x     No ¨

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 ¨      No x

At December 31, 2018, 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 $910,739. On October 14, 2019, there were 4,400,048 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, 2019, 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.

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 processedin 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:

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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).

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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 its 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

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 1A.

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, 2019, the Company had 4,400,048 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, 2019.

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, 2019, we incurred $46,890 in operating expenses, which were comprised of $26,358 of stock-based compensation, $19,692 in professional fees and $840 in general and administrative expenses.

For the year ended June 30, 2018, we incurred $28,067 in operating expenses, which were comprised of $1,015 of stock-based compensation, $24,424 in professional fees and $2,628 in general and administrative expenses.

The following table provides selected financial data about our company for the years ended June 30, 2019 and 2018.

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, 2019 was $423 with $152,650 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, 2019, our total assets were $423. Total assets were comprised solely of cash.

As at June 30, 2019, our current liabilities were $152,650 and stockholders’ deficiency was $(152,227).

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. Net cash used in operations was $(17,310) and $(22,537) for the fiscal years ended June 30, 2019 and 2018, respectively.

Cash Flows from Financing Activities

For the fiscal years ended June 30, 2019 and 2018, net cash flows provided by financing activities was $11,497 and $26,000, respectively from related party cash advances.

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.

ITEM 8. FINANCIAL STATEMENTS

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.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Artisan Consumer Goods, Inc. as of June 30, 2019 and 2018 and the related statements of operations, changes in stockholders’ deficit, 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, 2019 and 2018, the results of its operations and its cash flows, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #1 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 #1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC

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

Seattle, Washington

October 11, 2019

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

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

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

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

Artisan Consumer Group, Inc.

(Formerly known as Lash, Inc.)

Notes to Financial Statements

June 30, 2019

NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS

Artisan Consumer Goods, 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, the Company ceased our exploration operations in the Thunder Bay mining district due to a lack of funds. As of September 30, 2018, the Company ceased pursing all mining exploration. The Company is currently in the business of branding, creating, sourcing and distributing artisan consumer packaged goods.

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.

Reclassification

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended June 30, 2019.

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, 2019.

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

Inventory

Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market. The cost of inventory includes the cost of raw materials and freight. As of June 30, 2019, the Company had raw materials inventory of $423, with no allowance for obsolescence.

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. After December 15, 2018, the scope of Topic 718, Compensation—Stock Compensation, was expanded to include share-based payments issued to nonemployees for goods and services. The Company issues restricted stock to employees and consultants 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 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 $26,358 and $1,015 for the years ended June 30, 2019 and 2018, 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.

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, 2019, 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 2018 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 $19,170,510 at June 30, 2019 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

There have been no new accounting pronouncements during the year ended June 30, 2019 that we believe would have a material impact on our financial position or results of operations.

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, 2019. For the years ended June 30, 2019 and 2018, the Company recognized $5,715 & ($4,286), respectively, of other (income) expense 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.

Since September 2016, the Company’s President, Amber Finney, advanced the Company $62,497 as a related party loan. During May 2017, a related party advanced the Company an additional $10,000. The proceeds for these loans were used for working capital. As of June 30, 2019 and 2018, there are related party loans totaling $72,497 and $61,000, 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.

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% on the net deferred tax amount is as follows:

At June 30, 2019 and 2018, the Company had a net operating loss (“NOL’s”) carry forward in the amount of $19,170,510 and $19,117,905, 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, 2019 and 2018 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 November 8, 2016, the Company signed an agreement with a consultant for accounting services to the Company. The consultant is compensated with cash and paid $35 per hour in restricted shares of the Company’s common stock based on the average closing price of the Company’s common stock 5 (five) days prior to date of each invoice. As of June 30, 2019, the consultant has earned 15,269 shares valued at $4,183 or $0.274 per share. The shares were not issued to the consultant as of June 30, 2019.

On January 15, 2019, a consultant was granted 50,000 restricted shares of the Company’s common stock for various services to the Company. The shares were valued at $25,500 or $0.51 per share. As of June 30, 2019, the shares have not been issued to the consultant.

As of June 30, 2019, 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

The Company evaluated all events or transactions that occurred after June 30, 2019 up through October 11, 2019. During this period, the Company did not have any material recognizable 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, 2019.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

As of June 30, 2019, 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, 2019, 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, 2019.

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, 2019 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, 2019 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 Hub Deals Corp. Mr. Drury has over 19 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, 2019, 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, 2019 and 2018:

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:

 _____________

None of our directors have received monetary compensation since our inception through June 30, 2019. 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, 2019:

_____________

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

The following table lists, as of June 30, 2019, 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 14, 2019. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

_____________ 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended June 30, 2019 and 2018, the total fees charged to the company for audit services, including quarterly reviews were $_____ and $9,350, 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.

 _________________

____________

* 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.