Healing Co Inc. - Annual Report: 2018 (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 SECURUTIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2018

Commission file number 333-152805

 

Lake Forest Minerals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

711 S. Carson Street, Suite 4

Carson City, NV  89701

(Address of Principal Executive Offices including Zip Code)

(206)203-4100

(Telephone Number)

Resident Agents of Nevada, Inc.

711 S. Carson Street, Suite 4

Carson City, NV 89701

(775) 882 4641

(Name, Address and Telephone Number of Agent for Service)

 

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

 

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  ☐

 

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 ☒ 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 (§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 ☒  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 shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☒  No ☐

 

As of August 29, 2018, the registrant had 11,000,000 shares of common stock issued and outstanding.  No market value has been computed based upon the fact that no active trading market had been established as of August 29, 2018.

---

LAKE FOREST MINERALS, INC.

TABLE OF CONTENTS

 

You should read the following summary together with the more detailed business information and the financial statements and related notes that appear elsewhere in this annual report.  In this annual report, unless the context otherwise denotes, references to “we”, “us”, “our”, “the Company”, “Lake Forest” and “Lake Forest Minerals” are to Lake Forest Minerals Inc.

Lake Forest Minerals was incorporated in the State of Nevada on June 23, 2008.  We are a development stage company with no revenues or operating history.

We have sold $42,000 in equity securities since inception, $12,000 from the sale of 8,000,000 shares of stock to our officer and director and $30,000 from the sale of 3,000,000 shares registered pursuant to our S-1 Registration Statement which became effective on August 18, 2008. The offering was completed on September 11, 2008.

Our financial statements from inception through the year ended June 30, 2018 report a net loss of $162,202.  AMC Auditing, LLC, our independent auditor, has issued an audit opinion for Lake Forest Minerals which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

Effective June 26, 2008, the Company entered into a Mineral Property Option Agreement with T.L. Sadlier-Brown, whereby the Company obtained an option to acquire the VIN Mineral Claim located in the Princeton Mining Division of British Columbia.

Under the terms of the Agreement, the Company paid $2,500 by June 30, 2008, paid a further $5,000 by August 15, 2009 and in order to maintain the option was required to pay an additional $7,500 by June 30, 2010.  Upon completion of the required payments the Company would have owned an undivided 100% interest in the VIN Mineral Claim subject to a 2% net smelter returns royalty reserved in favour of the Optionor.

Prior to completing the payments required under the Agreement, the Company had the right to conduct exploration and development activities on the property at its sole discretion and, having provided notice to the vendor, had the option to terminate the Agreement and relieve itself from any obligations thereunder.

On February 22, 2010 the Company provided notice to Mr. Sadlier-Brown, and terminated the Option Agreement and relieved itself from any obligations thereunder.

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other operating business entity (a “Merger Target”) desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.  We are currently considered a “shell” company inasmuch as we are not generating revenues, do not own an operating business, and have no specific plan other than to engage in a merger or acquisition transaction with a yet-to-be identified operating company or business. We have no employees and no material assets.

We currently have no definitive agreements or understandings with any prospective business combination candidates and there are no assurances that we will find a suitable business with which to combine. The implementation of our business objectives is wholly contingent upon a business combination and/or the successful sale of our securities. We intend to utilize the proceeds of any offering, any sales of equity securities or debt securities, bank and other borrowings or a combination of those sources to effect a business combination with a target business which we believe has significant growth potential. While we may, under certain circumstances, seek to effect business combinations with more than one target business, unless additional financing is obtained, we will not have sufficient proceeds remaining after an initial business combination to undertake additional business combinations.

 

A common reason for a target company to enter into a merger with a shell company is the desire to establish a public trading market for its shares. Such a company would hope to avoid the perceived adverse consequences of undertaking a public offering itself, such as the time delays and significant expenses incurred to comply with the various federal and state securities law that regulate initial public offerings.

As a result of our limited resources, unless and until additional financing is obtained we expect to have sufficient proceeds to effect only a single business combination. Accordingly, the prospects for our success will be entirely dependent upon the future performance of a single business. Unlike certain entities that have the resources to consummate several business combinations or entities operating in multiple industries or multiple segments of a single industry, we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. A target business may be dependent upon the development or market acceptance of a single or limited number of products, processes or services, in which case there will be an even higher risk that the target business will not prove to be commercially viable.

Our officer is only required to devote a small portion of his time to our affairs on a part-time or as-needed basis. We expect to use outside consultants, advisors, attorneys and accountants as necessary, none of which will be hired on a retainer basis. We do not anticipate hiring any full-time employees so long as we are seeking and evaluating business opportunities.

We do not expect our present management to play any managerial role for us following a business combination. Although we intend to scrutinize closely the management of a prospective target business in connection with our evaluation of a business combination with a target business, our assessment of management may be incorrect.

In evaluating a prospective target business, we will consider several factors, including the following:

–

experience and skill of management and availability of additional personnel of the target business;

–

costs associated with effecting the business combination;

–

equity interest retained by our stockholders in the merged entity;

–

growth potential of the target business;

–

capital requirements of the target business;

–

capital available to the target business;

 

–

stage of development of the target business;

–

proprietary features and degree of intellectual property or other protection of the target business;

–

the financial statements of the target business; and

–

the regulatory environment in which the target business operates.

The foregoing criteria are not intended to be exhaustive and any evaluation relating to the merits of a particular target business will be based, to the extent relevant, on the above factors, as well as other considerations we deem relevant. In connection with our evaluation of a prospective target business, we anticipate that we will conduct a due diligence review which will encompass, among other things, meeting with incumbent management as well as a review of financial, legal and other information.

The time and costs required to select and evaluate a target business (including conducting a due diligence review) and to structure and consummate the business combination (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable corporate and securities laws) cannot be determined at this time. Our president intends to devote only a very small portion of his time to our affairs, and, accordingly, the consummation of a business combination may require a longer time than if he devoted his full time to our affairs.

 

However, he will devote such time as he deems reasonably necessary to carry out our business and affairs. The amount of time devoted to our business and affairs may vary significantly depending upon, among other things, whether we have identified a target business or are engaged in active negotiation of a business combination.

We anticipate that various prospective target businesses will be brought to our attention from various sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community, including, possibly, the executive officers and our affiliates.

Various impediments to a business combination may arise, such as appraisal rights afforded the stockholders of a target business under the laws of its state of organization. This may prove to be deterrent to a particular combination.

There has been no bankruptcy, receivership or similar proceeding.

There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts.  We will assess the need for any copyright, trademark or patent applications on an ongoing basis.

We are not required to apply for or have any government approval for our products or services.

We have not expended funds for research and development costs since inception.

Our only employee is our sole officer, Jeffrey Taylor.  Mr. Taylor currently devotes 10 hours per week to company matters and he will continue to devote as much time as the board of directors determines is necessary to manage the affairs of the company.  There are no formal employment agreements between the company and our current employee.

We provide an annual report that includes audited financial information to our shareholders.  We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act.  We are subject to disclosure filing requirements, including filing Form 10-K annually and Form 10-Q quarterly.  In addition, we will file Form 8-K and other proxy and information statements from time to time as required.  We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act.  The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically.

 

You should carefully consider the following known risks and uncertainties in addition to other information in this report in evaluating our company.  Our business, operating results and financial condition could be seriously harmed due to any of the following known risks.  The risks described below are not the only ones facing our company.  Additional risks not presently known to us may also impair our business operations.  

WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

We currently have no operating business or plans to develop one. We are seeking to enter into a merger or business combination with another operating company. To date, our efforts have been limited to meeting our regulatory filing requirements and searching for a merger target.

WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.

We have limited resources, no revenues from operations to date and our cash on hand may not be sufficient to satisfy our cash requirements during the next twelve months. In addition, we will not achieve any revenues (other than insignificant investment income) until, at the earliest, the consummation of a merger and we cannot ascertain our capital requirements until such time. There can be no assurance that determinations ultimately made by us will permit us to achieve our business objectives.

WE WILL BE ABLE TO EFFECT AT MOST ONE MERGER, AND THUS MAY NOT HAVE A DIVERSIFIED BUSINESS.

Our resources are limited and we will most likely have the ability to effect only a single merger. This probable lack of diversification will subject us to numerous economic, competitive and regulatory developments, any or all of which may have a material adverse impact upon the particular industry in which we may operate subsequent to the consummation of a merger. We will become dependent upon the development or market acceptance of a single or limited number of products, processes or services.

WE DEPEND SUBSTANTIALLY UPON OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE ALL MANAGEMENT DECISIONS.

Our ability to effect a merger will be dependent upon the efforts of our president, Jeffrey Taylor. Notwithstanding the importance of Mr. Taylor, we have not entered into any employment agreement or other understanding with Mr. Taylor concerning compensation or obtained any “key man” life insurance on any of his life. The loss of the services of Mr. Taylor will have a material adverse effect on achieving our business objectives and success. We will rely upon the expertise of Mr. Taylor and do not anticipate that we will hire additional personnel.

THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.

 

The nature of our operations is highly speculative. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

WE HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no definitive agreement with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

After the closing of a merger or business combination, it is likely our current management will not retain any control or managerial responsibilities. Upon such event, Mr. Taylor intends to resign from his positions with us.

CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER OR BUSINESS COMBINATION.

Our Articles of Incorporation authorized the issuance of 75,000,000 shares of Common Stock. There are currently 11,000,000 authorized but unissued shares of Common Stock available for issuance. To the extent that additional shares of Common Stock are authorized and issued in connection with a merger or business combination, our stockholders could experience significant dilution of their respective ownership interests. Furthermore, the issuance of a substantial number of shares of Common Stock may adversely affect prevailing market prices, if any, for the Common Stock and could impair our ability to raise additional capital through the sale of equity securities.

CONTROL BY EXISTING STOCKHOLDER.

Mr. Taylor beneficially owns 72% of the outstanding shares of our Common Stock. As a result, this stockholder is able to exercise control over matters requiring stockholder approval, including the election of directors, and the approval of mergers, consolidations and sales of all or substantially all of our assets.

OUR COMMON STOCK IS A “PENNY STOCK” WHICH MAY RESTRICT THE ABILITY OF STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price, as defined, of less than $5.00 per share, or an exercise price of less than $5.00 per share, subject to certain exceptions, including an exception of an equity security that is quoted on a national securities exchange. Our Common Stock is not now quoted on a national exchange but is traded on FINRA’s OTC Bulletin Board (“OTCBB”). Thus, they are subject to rules that impose additional sales practice requirements on broker-dealers who sell these securities. For example, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transactions prior to the purchase. Additionally, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered underwriter, and current quotations for the securities, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The “penny stock” rules, may restrict the ability of our stockholders to sell our Common Stock and warrants in the secondary market.

LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK ON A MORE LIQUID MARKET.

 

Our Common Stock is quoted on the OTC Bulletin Board (“OTCBB”), which provides significantly less liquidity than a securities exchange (such as the American or New York Stock Exchange) or an automated quotation system (such as the Nasdaq Global Market or Capital Market). There is uncertainty that we will ever be accepted for a listing on an automated quotation system or national securities exchange.

None.

We do not currently own any property.  The company’s corporate documents are stored at the home of our president for no charge.  The telephone number is (206)203-4100.  The mailing address for the company is 711 S. Carson Street, Suite 4, Carson City, NV  89701.  This is the address of our resident agent in Nevada.  Due to the company’s limited capital resources and the nature of its business we determined this was the best arrangement for the company.  Management believes the current arrangement is sufficient for its needs at this time.

We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

None.

Part II

Our shares are quoted on the Over-the-Counter Electronic Bulletin Board (OTCBB) under the symbol “LAKF”.  The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities.  The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB issuers must remain current in their filings with the SEC or applicable regulatory authority.  Securities quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that we will continue to have the funds required to remain in compliance with our reporting obligations.

There has been no active trading of our securities, and, therefore, no high and low bid pricing.  As of the date of this report Lake Forest Minerals had 21 shareholders of record.  We have paid no cash dividends and have no outstanding options.

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock which limits the ability to sell the stock. Our shares constitute penny stock under the Securities and Exchange Act.  The shares will remain penny stocks for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

 

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

–

contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;

–

contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

–

contains a brief, clear, narrative description of a dealer market, including "bid" and "ask"  price for the penny stock and the significance of the spread between the bid and ask price;

–

contains a toll–free telephone number for inquiries on disciplinary actions;

–

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

–

contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

–

the bid and offer quotations for the penny stock;

–

the compensation of the broker–dealer and its salesperson in the transaction;

–

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

–

monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

We are subject to certain filing requirements and will furnish annual financial reports to our stockholders, certified by our independent accountant, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC.  All reports and information filed by us can be found at the SEC website, www.sec.gov.

The company has retained Holladay Stock Transfer, Inc. of 2939 North 67^th Place, Suite C, Scottsdale, Arizona as transfer agent.

Not required.

 

We are still in our development stage and have not generated any revenue.

We incurred operating expenses of $15,557 and $18,877 for the years ended June 30, 2018 and 2017, respectively.  For the year ended June 30, 2018 these expenses consisted of $6,621 in general operating expenses and $8,936 in professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.  For the year ended June 30, 2017 these expenses consisted of $6,423 in general operating expenses and $12,454 in professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports.

Our net loss from inception (June 23, 2008) through June 30, 2018 was $162,202.

Our auditors expressed their doubt about our ability to continue as a going concern unless we are able to generate profitable operations.

Our cash in the bank at June 30, 2018 was $1,248 with $121,450 in current liabilities.  We have sold $42,000 in equity securities since inception, $12,000 from the sale of 8,000,000 shares of stock to our officer and director and $30,000 from the sale of 3,000,000 shares registered pursuant to our S-1 Registration Statement which became effective on August 18, 2008. The offering was completed on September 11, 2008.

We have no off-balance sheet arrangements.

YEAR END - The Company's fiscal year end is June 30.

USE OF ESTIMATES - The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

INCOME TAXES - The Company provides for income taxes under ASC 740, Accounting for Income Taxes.  ASC 740 requires the use of an asset and liability approach in accounting for income taxes.  Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 21% to the net loss before provision for income taxes for the following reasons:

 

Net deferred tax assets consist of the following components as of:

REVENUE RECOGNITION - The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

NET LOSS PER COMMON SHARE - Basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period.  The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. For the period from June 23, 2008 (Date of Inception) through June 30, 2018 the Company had no potentially dilutive securities.

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly, no stock-based compensation has been recorded to date.

CASH AND CASH EQUIVALENTS – For purposes of Statements of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

ADVERTISING COSTS - The Company's policy regarding advertising is to expense advertising when incurred.  The Company had not incurred any advertising expenses as of June 30, 2018.

LONG-LIVED ASSETS - The carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment.  The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset.  Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its inception on June 23, 2008 and has not yet realized any revenues from its planned operations, being the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred.  Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment at each fiscal quarter end.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

RECENT ACCOUNTING PRONOUNCEMENTS – From June 30, 2018 through the filing date of these financial statements, the FASB (Financial Accounting Standards Board) issued various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions.  Management has determined that these recent accounting pronouncements will have no impact on the financial statements of Lake Forest Minerals Inc.

Our plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction (i.e. a merger) with a corporation, partnership, limited liability company or other operating business entity (a “Merger Target”) desiring the perceived advantages of becoming a publicly reporting and publicly held corporation. We have no operating business, and conduct minimal operations necessary to meet regulatory requirements. Our ability to commence any operations is contingent upon obtaining adequate financial resources.

We are not currently engaged in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury.

 

During the next twelve months we anticipate incurring costs related to:

(i)

filing of Exchange Act reports, and

(ii)

costs relating to identifying and consummating a transaction with a Merger Target.

We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Jeffrey Taylor is our president, secretary and our chief financial officer. Mr. Taylor is only required to devote a small portion of his time to our affairs on a part-time or as-needed basis. No regular compensation has, in the past, nor is anticipated in the future, to be paid to any officer or director in their capacities as such. We do not anticipate hiring any full-time employees as long as we are seeking and evaluating business opportunities.

At June 30, 2018, we had cash on hand of $1,248.  Since we have no revenue or plans to generate any revenue, if our expenses exceed our cash currently on hand we will be dependent upon loans to fund losses incurred in excess of our cash.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Not required.

 

 

 

 

 

LAKE FOREST MINERALS INC.

Balance Sheets

(Expressed in U.S. Dollars)

 

 

		Audited as of				Audited as of
		June 30, 2018				June 30, 2017
A S S E T S
Current Assets
Cash		$	1,248			$	1,212
Total Current Assets			1,248				1,212
Total  Assets		$	1,248			$	1,212
L I A B I L I T I E S
Current Liabilities
Accounts payable		$	5,450			$	8,857
Due to related party			116,000				97,000
Total Current Liabilities			121,450				105,857
S T O C K H O L D E R S '    E Q U I T Y
Share Capital
10,000,000 authorized preferred shares, par value $0.001 nil ssued and outstanding
75,000,000 authorized shares, par value $0.001
11,000,000 shares issued and outstanding			11,000				11,000
Additional Paid-in-Capital			31,000				31,000
Deficit			(162,202	)			(146,645	)
Total Stockholders' Equity (Deficit)			(120,202	)			(104,645	)
Total Liabilities and Stockholders' Equity		$	1,248			$	1,212

 

 

 

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

 

LAKE FOREST MINERALS INC.

Statements of Operations

(Expressed in U.S. Dollars)

 

 

		For the Year				For the Year
		Ended				Ended
		June 30, 2018				June 30, 2017
Revenues:
Revenues		$	-			$	-
Total Revenues			-				-
Expenses:
Operating Expenses
General and Adminstrative			6,621				6,423
Professional Fees			8,936				12,454
Total Expenses			15,557				18,877
Loss from Operations			(15,557	)			(18,877	)
Provision for Income Taxes:
Income Tax Benefit			-				-
Net Loss		$	(15,557	)		$	(18,877	)
Basic and Diluted Earnings (Loss) Per Common Share		$	(0.00	)		$	(0.00	)
Weighted Average number of Common Shares used in per share calculations			11,000,000				11,000,000

 

 

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

 

LAKE FOREST MINERALS INC.

Statements of Stockholders' Equity

June 30, 2018

(Expressed in U.S. Dollars)

 

						$0.001				Paid-In				Accumulated				Stockholders'
		Shares				Par Value				Capital				Deficit				Equity
Balance, June 30, 2016			11,000,000			$	11,000			$	31,000			$	(127,768	)		$	(85,768	)
Net Loss for the Period															(18,877	)			(18,877	)
Balance, June 30, 2017			11,000,000				11,000				31,000				(146,645	)			(104,645	)
Net Loss for the Period			-				-				-				(15,557	)			(15,557	)
Balance, June 30, 2018			11,000,000			$	11,000			$	31,000			$	(162,202	)		$	(120,202	)

 

 

 

 

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

LAKE FOREST MINERALS INC.

Statements of Cash Flows

(Expressed in U.S. Dollars)

 

		For the Year				For the Year
		Ended				Ended
		June 30, 2018				June 30, 2017
Cash Flows from Operating Activities:
Net Loss		$	(15,557	)		$	(18,877	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts payable			(3,407	)			2,943
Net Cash Provided by (Used in) Operating Activities			(18,964	)			(15,934	)
Cash Flows from Investing Activities:
Mineral property option payment			-				-
							-
Net Cash (Used in) Investing Activities			-				-
Cash Flows from Financing Activities:
Due to related party			19,000				17,000
Net Cash Provided by Financing Activities			19,000				17,000
Net Increase (Decrease) in Cash			36				1,066
Cash Balance,  Beginning of Period			1,212				146
Cash Balance,  End of Period		$	1,248			$	1,212

 

 

 

 

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

 

 

None.

There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

None.

 

PART III

The officer and director of Lake Forest Minerals, whose one year terms will expire 6/30/19, or at such a time as his successor(s) shall be elected and qualified is as follows:

Name & Address		Age		Position		Date First Elected		Term Expires
Jeffrey Taylor		50		President, Secretary,		6/24/08		6/30/19
711 S. Carson Street				Treasurer, CFO, CEO
Suite 4				& Director
Carson City, NV  89701

The foregoing person is a promoter of Lake Forest Minerals Inc., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.  Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified.  Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Jeffrey Taylor currently devotes 10 hours per week to company matters, in the future he intends to devote as much time as the board of directors deems necessary to manage the affairs of the company.

No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

Jeffrey Taylor has been the President, Secretary, Treasurer and a Director of Lake Forest Minerals since June 24, 2008.

From 1995 to present Mr. Taylor has been the owner and operator of Stump Grinding Northwest, a privately held company located in Washington State.

From 1993 to 1995 he worked as a loan officer for Home Lending Associates and Eagle Mortgage in Bellevue, Washington.

From 1990 to 1992 he worked as an Urban Forester for Puget Power, a utility company in Washington State.

Mr. Taylor earned a Bachelor of Science Degree in Forest Management from The University of Washington in 1989.

Code of Ethics

 

We do not currently have a code of ethics, because we have only limited business operations and one officer and director, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.

 

Our current officer receives no compensation.  The current Board of Directors is comprised of Jeffrey Taylor.

 

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Jeffrey Taylor,

0

0

0

0

0

0

0

0

0

CEO & CFO

Name		Fees Earned or Paid in Cash				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
Jeffrey Taylor,			0				0				0				0				0				0				0
Director

There are no current employment agreements between the company and its executive officer.

In June 2008 Jeffrey Taylor purchased 8,000,000 shares of our common stock at $0.0015 per share.  The terms of these stock issuances were as fair to the company, in the opinion of the board of directors, as could have been made with an unaffiliated third party.

Mr. Taylor currently devotes approximately 10 hours per week to manage the affairs of the company.  He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries.  At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.

For the year ended June 30, 2018 Jeffrey Taylor loaned the company $19,000 for operating expenses.  The loan balance at June 30, 2018 was $116,000; the loan bears no interest and has no specific terms of repayment.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

The following table sets forth information on the ownership of Lake Forest Minerals voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this annual report:

Name of		No. of				Percentage
Beneficial Owner(1)		Shares				of Ownership
Jeffrey Taylor			8,000,000				72	%
711 S. Carson Street
Suite 4
Carson City, NV  89701
All Officers and
Directors as a Group			8,000,000				72	%

In June 2008 Mr. Taylor purchased 8,000,000 shares of our common stock at $0.0015 per share.  All of such shares are “restricted” securities, as that term is defined by the Securities Act of 1933, as amended, and are held by the officer and director of the Company. (See "Principal Stockholders".)

For the year ended June 30, 2018 Jeffrey Taylor loaned the company $19,000 for operating expenses.  The loan balance at June 30, 2018 was $116,000; the loan bears no interest and has no specific terms of repayment.

There are no independent directors currently serving on the Board of Directors.

The total fees charged to the company for audit services were $8,000 for tax services were $Nil and for other services were $Nil during the year ended June 30, 2018.

The total fees charged to the company for audit services were $8,000, for tax services were $Nil and for other services were $Nil during the year ended June 30, 2017.

 

Exhibit		Description		Method of Filing
3.1		Articles of Incorporation		Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008.
3.2		Bylaws		Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on August 6, 2008.
31.1		Certification of Chief Executive  Officer pursuant to Section 302  of the Sarbanes-Oxley Act of 2002.		Filed electronically herewith
31.2		Certification of Chief Financial  Officer pursuant to Section 302  of the Sarbanes-Oxley Act of 2002.		Filed electronically herewith
32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Filed electronically herewith
101		Interactive data files pursuant to Rule  405 of Regulation S-T		Filed electronically herewith

 

In accordance with the requirements of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

/s/ Jeffrey Taylor		September 6, 2018
Jeffrey Taylor, President & Director		Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)