SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2012
Commission File No. 333-176939
LASH, INC. | ||
(Exact name of registrant as specified in its charter) |
Nevada | 26-1240056 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
297 President Street
Brooklyn, New York 11231
(Address of principal executive offices, zip code)
(206) 517-7141
(Registrant’s telephone number, including area code)
Cassidy Ventures Inc.
(Former name, former address and former fiscal year,
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ¨No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | ||
| Non-accelerated filer | ¨ | Smaller reporting company | x | ||
(Do not check if a smaller reporting company) | |||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes xNo ¨
At April 30, 2012,December 31, 2014, 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 $860,000.$126,800,000. At September 27, 2012,June 30, 2015, there were 6,750,000148,000,000 shares of the Registrant’s common stock, $0.001 par value per share, outstanding. At June 30, 2012, the end of the Registrant’s most recently completed fiscal year, there were 6,750,000 shares of the Registrant’s common stock, par value $0.001 per share, outstanding.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 | |||||||||
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 9 | |||||||||
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 14 | |||||||||
Certain Relationships and Related Transactions, and Director Independence | 15 | |||||||||
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of Cassidy VenturesLash, 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, the exercise of the approximately 74% control the Company’s two officers and directors collectively hold of the Company’s voting securities, 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”, “Cassidy Ventures“Lash, Inc.”, “we”, “us,” or “our” are to Cassidy VenturesLash, Inc.
ORGANIZATION WITHIN THE LAST FIVE YEARS
On September 14, 2009, the Company was incorporated under the laws of the State of Nevada. We are engaged in the business of acquisition, exploration and development of natural resource properties.
Amber Joy Finney has served as the Company’sour President and Chief Executive Officer, Treasurer and sole director for one day,since September 14, 2009, which28, 2016. Ms. Finney is also the same dateholder of 159,000,000 shares of our incorporation. Mr. Kramer is an employeecommon stock, amounting to 51.6% of Val-U-Corp Services, Inc. (“Val-U-Corp”), which is a company which provides incorporation services in the stateissued and outstanding shares of Nevada, our state of incorporation. Linda Lamb,common stock. William Drury has served as our current Secretary since February 19, 2013.
William Drury also served as our Treasurer and asole director retained the services of Val-U-Corp for the purpose of incorporatingfrom February 19, 2013, until September 28, 2016. Mr. Drury also served as our company. Nevada law requires that at least one director be named in a corporation’s Articles of Incorporation, upon filing with the Nevada Secretary of State. Mr. Kramer named himself a director inPresident from July 31, 2015 until September 28, 2016. Keith Fredricks served as our Articles of Incorporation, solely for the purpose of meeting the statutory requirements in Nevada to file Articles of Incorporation, as part of Val-U-Corp’s incorporation’s services. On September 14, 2009, the date our Articles of Incorporation were filed, Mr. Kramer appointed Linda Lamb as a director and Mr. Kramer resigned as a director.
Edward Hayes has served as our President, from July 30, 2010, until the current date.February 19, 2013. Linda Lamb has served as our Secretary and Treasurer since September 14, 2009, until the current dateFebruary 19, 2013, and was President from September 14, 2009 through July 30, 2010. Our board
As of directors is comprised of two people: Edward Hayes and Linda Lamb.
IN GENERAL
Lash, Inc. (the “Company”) was incorporated in the State of Nevada on September 14, 2009, and hashad acquired mineral properties located in the Thunder Bay mining district, Province of Ontario, Canada but hashad not yet determined whether these properties contain reserves that are economically recoverable. We are currently conducting mineral exploration activities on the Mobert Property in order to assess whether it contains any commercially exploitable mineral reserves. Currently there are no known mineral reserves on the Mobert Property.
On September 21, 2012, the Company received its 2012 Soil Sampling Program report for soil sampling for the Mobert Property. The report, prepared by Fladgate Exploration Consulting Corporation, confirmed that soil samples were taken from the Mobert Property. The report states, in relevant part:
"B-horizon soil sampling was planned over roughly one quarter of the Property. A grid was created consisting of eleven lines spaced 100m apart, with a total of 141 planned samples spaced at 25m. Eight samples were unable to be taken due to ground conditions, leaving 133 samples taken in total. . . .
All samples were prepared and analysed through Accurassay Laboratories, located in Thunder Bay, Ontario. All samples sent for analyses are dried at 60°C and subjected to a jaw crusher, proceeding afterwards through an 80-mesh sieve. Samples were analysed for gold, and the Accurassay procedure ALFA3 was selected for fire assay and ICP finish, with minimal sample needed (30g). Detection limits for ALFA3 range from 3 – 10,000ppb. . . .
Results from the 2012 soil sampling program are pending.”
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The Company has not received the 2012 soil sampling results.
We were conducting mineral exploration activities in order to assess whether they contained any commercially exploitable mineral reserves. As of 1 mining claim totaling 12 units. The property covers a 1.2 km long portion of the Schreiber-Hemlo greenstone belt.
We have incurred $87,516 in operating costs, andnever earned any revenues.
Our independent auditor has issued an additional $5,888 in property acquisition,audit opinion which includes a statement raising substantial doubt as at June 30, 2011 We expect to incur $94,000 of exploration costsour ability to complete Phases 1, 2 and 3 of our Plan of Operation, with Phase 3 being Positive areas of the Mobert Property being diamond drill tested. There is no source of power or water on the Mobert Property that can be utilized.
EMPLOYEES
We currently have no employees, other thanexcept our directors. We intend to retain the services of geologists, prospectorsofficers and consultants on a contract basis to conduct the exploration programs on our mineral claims and to assist with regulatory compliance and preparation of financial statements.
OUR EXECUTIVE OFFICES
Our executive offices are located at #204 - 1110 Finch Ave. West, Toronto, Ontario, Canada M3J 3T6.
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.
Our current business address is #204 - 1110 Finch Ave. West, Toronto, Ontario, Canada M3J 3T6.297 President Street, Brooklyn, New York 11231. We believe that this space is adequate for our current needs. Our telephone number is (613) 482-4886.
We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION
Since March 30, 2012, our shares of common stock have been quoted on the over-the-counter markets, currently on the OTC Bulletin Board andPink tier of the OTCQB,OTC Markets Group, Inc. (the “OTC Markets Group”), under the stock symbol “CSVN”. The following table shows the reported high and low closing bid prices per share for our common stock based on information provided by the OTCQB.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.
| BID PRICE PER SHARE | ||||||||
| HIGH | LOW | |||||||
| Three Months Ended June 30, 2012 | $ | 0.00 | $ | 0.00 | ||||
BID PRICE PER SHARE HIGH LOW Three Months Ended June 30, 2015 Three Months Ended March 31, 2015 Three Months Ended December, 2014 Three Months Ended September 30, 2014 Three Months Ended June 30, 2015 Three Months Ended March 31, 2014 Three Months Ended December 31, 2013 Three Months Ended September 30, 2013 $ 0.60 $ 0.60 $ 1.00 $ 1.00 $ 1.68 $ 1.68 $ 2.11 $ 1.18 $ 2.10 $ 1.48 $ 5.00 $ 0.51 $ 5.00 $ 0.52 $ 5.00 $ 4.95
HOLDERS
As of June 30, 2015, the dateCompany had 148,000,000 shares of this report, there were 39common stock issued and outstanding, and we had approximately 33 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.
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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, 2012.
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
We have generated no revenues since September 14, 2009 (inception) and have.
For the year ended June 30, 2015, we incurred $87,516$18,410,518 in operating expenses, from September 14, 2009 (inception) through June 30, 2012. These expenseswhich were comprised of $49,500$180,000 in managementconsulting fee expense, $24,195 in professional fees and rent and $38,016$18,206,323 in general and administrative costs. Duringexpenses.
For the fiscal year ended June 30, 2012,2014, we incurred $18,000$197,318 in managementoperating expenses, which were comprised of $13,981 in professional fees and rent and $30,708$183,337 in general and administrative costs. During the fiscal year ended June 30, 2011, we incurred $18,000 in management fees and rent and $7,288 in general and administrative costs.
The following table provides selected financial data about our company for the years ended June 30, 20122015 and 2011.
| Balance Sheet Data | June 30, 2012 | June 30, 2011 | ||||||
| Cash and Cash Equivalents | $ | 6,982 | $ | 39,379 | ||||
| Total Assets | $ | 12,870 | $ | 45,267 | ||||
| Total Liabilities | $ | 3,386 | $ | 5,075 | ||||
| Shareholders’ Equity | $ | 9,484 | $ | 40,192 | ||||
Balance Sheet Data June 30, June 30, Cash and Cash Equivalents $ 86 $ -0- Total Assets $ 86 $ -0- Total Liabilities $ 510,615 $ 300,011 Shareholders’ Deficit $ (510,529 ) $ (300,011 )
2015
2014
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GOING CONCERN
Lash, Inc. is an exploration stage company and currently has no operations. Our independent auditor has issued an audit opinion for Cassidy VenturesLash, 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, 20122015 was $6,982$86 with $3,386$510,615 in outstanding liabilities. Total expenditures over the next 12 months are expected to be approximately $35,000. 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.
For the fiscal year ended June 30, 2015 the Company's accrued expenses to a related party increased $180,000 as a result of officers deferring receipt of their contractual compensation in order to help provide cash for operations.
Cash and cash equivalents on June 30, 2015 were $86, an increase of $86 from June 30, 2014.
Operating activities used cash of $41,061 in the fiscal year ended March 31, 2015, compared to providing cash of $4,763 during the fiscal year ended June 30, 2014.
Financing activities provided cash of $41,147 during the year ended June 30, 2015, compared to $4,763 during the year ended June 30, 2014. Financing activities during fiscal 2015 were net proceeds from shareholder advances.
PLAN OF OPERATION
Our plan of operation for the twelve months is to complete the first and second phases of the three phased exploration program on our claim. In addition to the $19,000 we anticipate spending for the first two phases of the exploration program as outlined below, we anticipate spending an additional $16,000 on general and administration expenses including fees payable in connection with complying with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $35,000. If we experience a shortage of funds prior to funding we may utilize funds from our directors, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to the company.
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.
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 of
Lash Inc.
We have audited the accompanying balance sheetssheet of Lash Inc. (formerly known as Cassidy Ventures, Inc. (the “Company”) as of June 30, 2012 and 2011,2015 and the related statements of operations, stockholders' equity,stockholders’ deficit and cash flows for the years ended June 30, 2012 and 2011 and for the period from September 14, 2009 (Inception) through June 30, 2012.then ended. These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Companycompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our auditsaudit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’scompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Lash Inc. for the year ended June 30, 2015 and the results of its operations and cash flows for the year the ended in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
Seattle, Washington
January 11, 2017
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LBB & ASSOCIATES LTD., LLP
10260 Westheimer Road, Suite 310
Houston, TX 77042
Phone: (713) 800-4343 Fax: (713) 456-2408
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Cassidy Ventures, Inc.
Carson City, Nevada
We have audited the accompanying balance sheets of Cassidy Ventures, Inc. (the “Company”) as of June 30, 2014 and 2013, and the related statements of operations, stockholders’ deficit, and cash flows for each of the two years then ended. Cassidy Ventures, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cassidy Ventures, Inc. as of June 30, 20122014 and 2011,2013, and the results of its operations and its cash flows for each of the two years then ended June 30, 2012 and 2011 and for the period from September 14, 2009 (Inception) through June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 3 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 20132015 raise substantial doubt about its ability to continue as a going concern. The 20122014 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ LBB & Associates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas
| June 30, 2012 | June 30, 2011 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 6,982 | $ | 39,379 | ||||
| Total current assets | 6,982 | 39,379 | ||||||
| Other Assets | ||||||||
| Mining Claim | 5,888 | 5,888 | ||||||
| Total other assets | 5,888 | 5,888 | ||||||
| TOTAL ASSETS | $ | 12,870 | $ | 45,267 | ||||
| LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 3,366 | $ | 5,055 | ||||
| Loan from shareholder | 20 | 20 | ||||||
| Total current liabilities | 3,386 | 5,075 | ||||||
| TOTAL LIABILITIES | 3,386 | 5,075 | ||||||
| STOCKHOLDERS' EQUITY | ||||||||
| 75,000,000 common shares at par value of $0.001 | ||||||||
| 6,750,000 shares issued and outstanding at June 30, 2012 and June 30, 2011 respectively | 6,750 | 6,750 | ||||||
| Additional paid-in capital | 90,250 | 72,250 | ||||||
| Deficit accumulated during exploration stage | (87,516 | ) | (38,808 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | 9,484 | 40,192 | ||||||
| TOTAL LIABILITITES & STOCKHOLDERS' EQUITY | $ | 12,870 | $ | 45,267 | ||||
| (An Exploration Stage Company) | ||||||||||||
| Statements of Operations | ||||||||||||
| Inception | ||||||||||||
| September 14, 2009 | ||||||||||||
| Year Ended | Year Ended | Through | ||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | ||||||||||
| Operating Costs | ||||||||||||
| Management Fees and Rent | $ | 18,000 | $ | 18,000 | $ | 49,500 | ||||||
| General and Administative | 30,708 | 7,288 | 38,016 | |||||||||
| Total Operating Costs | 48,708 | 25,288 | 87,516 | |||||||||
| Net Loss | $ | (48,708 | ) | $ | (25,288 | ) | $ | (87,516 | ) | |||
| Basic earnings per share | $ | (0.01 | ) | $ | (0.00 | ) | ||||||
Weighted average number of common shares outstanding | 6,750,000 | 6,750,000 | ||||||||||
| Deficit | ||||||||||||||||||||
| Common | Accumulated | |||||||||||||||||||
| Common | Stock | Additional | During | |||||||||||||||||
| Stock | Amount | Paid-in Capital | Exploration Stage | Total | ||||||||||||||||
| Stock issued to founders for cash | 5,000,000 | $ | 5,000 | $ | - | $ | - | $ | 5,000 | |||||||||||
| Stock issued for cash | 1,750,000 | 1,750 | 40,750 | - | 42,500 | |||||||||||||||
| Donated services | - | - | 13,500 | - | 13,500 | |||||||||||||||
| Net loss | - | - | - | (13,520 | ) | (13,520 | ) | |||||||||||||
| Balance, June 30, 2010 | 6,750,000 | 6,750 | 54,250 | (13,520 | ) | 47,480 | ||||||||||||||
| Donated services | - | - | 18,000 | - | 18,000 | |||||||||||||||
| Net loss | - | - | - | (25,288 | ) | (25,288 | ) | |||||||||||||
| Balance, June 30, 2011 | 6,750,000 | 6,750 | 72,250 | (38,808 | ) | 40,192 | ||||||||||||||
| Donated services | - | - | 18,000 | - | 18,000 | |||||||||||||||
| Net loss | - | - | - | (48,708 | ) | (48,708 | ) | |||||||||||||
| Balance, June 30, 2012 | 6,750,000 | $ | 6,750 | $ | 90,250 | $ | (87,516 | ) | $ | 9,484 | ||||||||||
| CASSIDY VENTURES INC. | ||||||||||||
| (An Exploration Stage Company) | ||||||||||||
| Statements of Cash Flows | ||||||||||||
| Inception | ||||||||||||
| September 14, 2009 | ||||||||||||
| Year Ended | Year Ended | Through | ||||||||||
| June 30, 2012 | June 30, 2011 | June 30, 2012 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | (48,708 | ) | $ | (25,288 | ) | $ | (87,516 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Donated services | 18,000 | 18,000 | 49,500 | |||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts payable | (1,689 | ) | 5,055 | 3,366 | ||||||||
| Net cash used in operating activities | (32,397 | ) | (2,233 | ) | (34,650 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| Acquisition of mining claim | - | (5,888 | ) | (5,888 | ) | |||||||
| Net cash used in investing activities | - | (5,888 | ) | (5,888 | ) | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Proceeds from shareholder loans | - | 20 | 20 | |||||||||
| Issuance of common stock for cash | - | - | 47,500 | |||||||||
| Net cash provided by financing activities | - | 20 | 47,520 | |||||||||
| Net change in cash | (32,397 | ) | (8,101 | ) | 6,982 | |||||||
| Cash and cash equivalents at beginning of period | 39,379 | 47,480 | - | |||||||||
| Cash and cash equivalents at end of period | $ | 6,982 | $ | 39,379 | $ | 6,982 | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||||||
| Cash paid during year for : | ||||||||||||
| Interest | $ | - | $ | - | $ | - | ||||||
| Income Taxes | $ | - | $ | - | $ | - | ||||||
LASH, INC.
(Formerly known as Cassidy Ventures, Inc.
Balance Sheets
Assets Cash Total Assets Liabilities and Stockholders' Deficiency Accounts payable Accrued expenses-related party Shareholder advances Common stock, $0.001 par value, 256,000,000 shares authorized 148,000,000 issued and outstanding as of June 30, 2015 and 135,000,000 issued and outstanding as of June 30, 2014 Additional paid-in capital Accumulated deficit June 30,
2015June 30,
2014Current assets: $ 86 $ - Total current assets 86 - $ 86 $ - Current liabilities: $ 9,785 $ 20,328 435,000 255,000 65,830 24,683 Total current liabilities 510,615 300,011 Commitments and contingencies Stockholders' Deficiency: 148,000 135,000 18,162,500 (24,500 ) (18,821,029 ) (410,511 ) Total stockholders' deficiency (510,529 ) (300,011 ) Total Liabilities and Stockholders' Deficiency $ 86 $ -
The accompanying notes are an integral part of these financial statements.
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LASH, INC.
(An Exploration Stage Company)
Statements of Operations
Consulting Fee Expense Professional fees General and administrative expenses Total operating expenses For the Years Ended June 30,
2015June 30,
2014Operating expenses: $ 180,000 $ 180,000 24,195 13,981 18,206,323 3,337 18,410,518 197,318 Net operating loss (18,410,518 ) (197,318 ) Net loss $ (18,410,518 ) $ (197,318 ) Basic and diluted income (loss) per share $ (0.13 ) $ (0.00 ) Weighted average number of common shares outstanding - basic and diluted 142,265,753 135,000,000
The accompanying notes are an integral part of these financial statements.
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LASH, INC.
(Formerly known as Cassidy Ventures, Inc.)
Statement of Changes in Stockholders' Deficiency
For the years ended June 30, 2015 and 2014
Common Stock Additional Total Paid-In Accumulated Stockholders' Shares Amount Capital Deficit Deficiency Balance at June 30, 2013 135,000,000 $ 135,000 (24,500 ) (213,193 ) $ (102,693 ) Net loss (197,318 ) (197,318 ) Balance at June 30, 2014 135,000,000 $ 135,000 (24,500 ) (410,511 ) $ (300,011 ) Issuance of common stock for services 13,000,000 13,000 18,187,000 18,200,000 Net loss (18,410,518 ) (18,410,518 ) Balance at June 30, 2015 148,000,000 $ 148,000 18,162,500 (18,821,029 ) $ (510,529 )
The accompanying notes are an integral part of these financial statements.
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LASH, INC.
(Formerly known as Cassidy Ventures, Inc.)
Stock based compensation Changes in operating assets and liabilities: Accounts payable Accrued expenses-related party Proceeds from shareholders advances For the Years Ended June 30,
2015June 30,
2014Cash flows from operating activities: Net loss $ (18,410,518 ) $ (197,318 ) Adjustments to reconcile net loss to net cash used in operating activities: 18,200,000 - (10,543 ) 12,555 180,000 180,000 Net cash used in operating activities (41,061 ) (4,763 ) Cash flows from financing activities 41,147 4,763 Net cash provided by financing activities 41,147 4,763 Net increase (decrease) in cash 86 - Cash - beginning of the year - - Cash - end of the year $ 86 $ - Supplemental disclosures: Interest paid $ - $ - Income taxes $ - $ - Non-cash transactions: Stock Compenstaion $ 18,200,000 $ -
The accompanying notes are an integral part of these financial statements.
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Lash, Inc.
(Formerly known as Cassidy Ventures, Inc.)
Notes to Financial Statements
June 30, 2012
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Cassidy Ventures, Inc. (the “Company”) was incorporated in the State of Nevada on September 14, 2009, and its year-end is June 30. The CompanyCompany’s principle executive office address is “An Exploration Stage Company” as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 918, Development Stage Entities.297 President Street, Brooklyn, New York 11231.
The Company has acquired mineral properties located in the Thunder Bay mining district, Province of Ontario, Canada but has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the properties will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying properties, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements and to complete the development of the properties and upon future profitable production or proceeds from the sale thereof.
See name change and business model change in Note 7 - Subsequent Events.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Accounting
The Company’spreparation of financial statements are prepared usingin conformity with accounting principles generally accepted in the accrual method of accounting and are presented in United States Dollars.
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, 2015 and 2014.
Cash and cash equivalents deposited with financial institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company did not hold cash in excess of FDIC insurance coverage at a financial institution as of June 30, 2015 and 2014.
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.
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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 considers all highly liquid investments purchased with an original maturity of three monthsutilizes market data or lessassumptions 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 cash equivalents.
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 exploration stage since its formation on September 14, 2009 and has not yet realized any revenues from its planned operations. All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expandmarketplace throughout the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completionfull term of the feasibility study,instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the mineral rights willmarketplace. 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 expensed atused with internally developed methodologies that time. Costsresult in management’s best estimate of abandoned projectsfair value.
Income Taxes
The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are charged to mining costs including related propertydetermined based on differences between financial statement and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.
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 assetspositions 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 liabilities are adjustedthey evaluate their tax positions on an annual basis, and have determined that as of June 30, 2015, no additional accrual for the effects of changes in tax laws and rates on the date of enactment.
The Company intends to file income tax returns in the Company’s generalU.S. federal tax jurisdiction and administrative expensesvarious state tax jurisdictions. The tax years for the period from September 14, 2009 (inception) through June 30, 2012.
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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 $87,516 as$18,821,029 at June 30, 20122015 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
There is no guarantee that the Company will be able to raise any capital through any type of offering.
NOTE 3 MISSTATEMENT OF PRIOR QUARTERS FINANCIAL STATEMENTS
During December 2014, the Company issued 13,000,000 shares of the Company’s common stock valued at $18,200,000 or $1.40 per share to compensate various consultants for services to the Company. In-addition during the quarter ending March 31, 2015, some minor adjustments impacting cash and current liabilities were not recorded in the accounting records. The recording of the stock based compensation and other minor entries were inadvertently omitted from the previously filed Form 10Qs for the three and six months ended December 31, 2014 and the nine months ended March 31, 2015. The Company has recorded the misstatements as of June 30, 2015 in the accompanying balance sheet and statement of operations.
The Company is a start-up entity with no revenues and limited resources. The misstatement of stock based compensation is a non-cash item and the other adjustments are not material, which the Company does not believe impacts the quality of the financial statements. The impact on basic and diluted loss per share is $0.13 per share for the three and six months ended December 31, 2014 and the nine months ended March 31, 2015. In accordance with FN76 - FASB Concepts Statement No. 2, Qualitative Characteristics of Accounting Information, the Company’s position is there is a low probability that the judgment of a reasonable person relying upon the financial statements and notes would have been changed or influenced by the correction of the misstatement. We have not amended and do not intend to amend any of our previously filed Quarterly Reports for the periods affected by the misstatement.
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The following is the impact of the misstatements on the previously filed quarterly reports for the nine months ended March 31, 2015.
Balance Sheets (Unaudited) Quarter ended Dec. 31, 2014 Mar. 31, 2015 Cash Previous reported Adjustment Total Total Assets Liabilities and Stockholders' Deficit Current Liabilities Previous reported Adjustment Total Stockholders' Deficit: Common stock Previous reported Adjustment Total Additional paid in capital Previous reported Adjustment Total Accumulated deficit Previous reported Adjustment Total Total stockholders' deficit Previous reported Adjustment Total Total Liabilities and Stockholders' Deficit $ 295 $ 295 - 1,551 $ 295 $ 1,846 $ 295 $ 1,846 $ 413,815 $ 462,909 - 1,636 $ 413,815 $ 464,545 $ 135,000 $ 135,000 13,000 13,000 $ 148,000 $ 148,000 $ (24,500 ) $ (24,500 ) 18,187,000 18,187,000 $ 18,162,500 $ 18,162,500 $ (524,020 ) $ (573,114 ) (18,200,000 ) (18,200,085 ) $ (18,724,020 ) $ (18,773,199 ) $ (413,520 ) $ (462,614 ) - (85 ) $ (413,520 ) $ (462,699 ) $ 295 $ 1,846
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Statements of Operations (unaudited) Three Six Three Nine Months Ended Months Ended Months Ended Months Ended Dec. 31, 2014 Dec. 31, 2014 Mar. 31, 2015 Mar. 31, 2015 Total operating expenses Previous reported Adjustment Total Net loss Previous reported Adjustment Total Basic and diluted income (loss) per share as reported Weighted average number of common shares outstanding - basic and diluted as reported Basic and diluted income (loss) per share as adjusted Weighted average number of common shares outstanding - basic and diluted as adjusted $ 60,711 $ 113,509 $ 49,095 $ 162,604 18,200,000 18,200,000 85 18,200,085 $ 18,260,711 $ 18,313,509 $ 49,180 $ 18,362,689 $ (60,711 ) $ (113,509 ) $ (49,095 ) $ (162,604 ) (18,200,000 ) (18,200,000 ) (85 ) (18,200,085 ) $ (18,260,711 ) $ (18,313,509 ) $ (49,180 ) $ (18,362,689 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) 135,000,000 135,000,000 135,000,000 135,000,000 $ (0.13 ) $ (0.13 ) $ (0.00 ) $ (0.13 ) 138,250,000 136,625,000 148,000,000 140,361,314
NOTE 4 RELATED PARTY TRANSACTIONS
As of June 30, 2015 and 2014, there are loans from a shareholder totaling $65,830 and $24,683 respectively. These advances are unsecured, due on demand and carry no interest or collateral.
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. The agreement expires on January 31, 2017 and the monthly fee is $15,000. Mr. Drury has agreed to defer payment of said fees until the Company receives additional operating capital or upon completion of the extended agreement. As of June 30, 2015 and 2014, the accrued expense was $435,000 and $255,000, respectively. During the twelve months ended June 30, 2015 and 2014, the Company incurred $180,000 in consulting expense, pursuant to the consulting agreement.
The officer 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.
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NOTE 5 PROVISION FOR INCOME TAXES
Deferred income taxes reflectare determined using the netliability 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 of (a)when the temporary differencedifferences 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 for financial purposes and the amounts used for incometheir respective tax reporting purposes and (b) net operating costs carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverably taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized as it is not determined likely to be realized.
The provision for refundable Federalfederal income tax consists of the following for the periods12 months ending:
| June 30, 2012 | June 30, 2011 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Net operating loss | $ | (16,561 | ) | $ | (8,600 | ) | ||
| Less, change in valuation allowance | (16,561 | ) | (8,600 | ) | ||||
| Net benefit | $ | - | $ | - | ||||
June 30, 2015 June 30, 2014 Federal income tax benefit attributable to: Net operating loss Less, valuation allowance Net benefit $ 6,259,576 $ 67,088 (6,259,576 ) (67,088 ) $ - $ -
The cumulative tax effect at the expected rate of 34% on the net deferred tax amount is as follows:
June 30, 2015 June 30, 2014 Deferred tax attributed: Deferred tax benefits Less valuation allowance Net Deferred Tax Asset $ 6,399,150 $ 139,574 (6,399,150 ) (139,574 ) $ - $ -
At June 30, 2012
| June 30, 2012 | June 30, 2011 | |||||||
| The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount as follows | ||||||||
| Deferred tax attributed: | ||||||||
| Net operating loss carryover | $ | 29,761 | $ | 13,200 | ||||
| Less valuation allowance | (29,761 | ) | (13,200 | ) | ||||
| Net Deferred Tax Asset | $ | - | $ | - | ||||
A reconciliation of the Company's effective tax rate as a percentage of income before taxes and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
2015 2014 Federal statutory rate State income taxes, net of federal benefits Valuation allowance (34.0 )% (34.0 )% 0.0 0.0 34.0 % 34.0 %
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NOTE 76 EQUITY TRANSACTIONS
During December 2014, a consultant was granted 5,000,000 unregistered shares of the CompanyCompany’s common stock for services to the Company. The shares were valued at $7,000,000 or $1.40 per share. The shares were issued 5,000,000on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 3,700,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $5,180,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 100,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $140,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 3,100,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $4,340,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 100,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $140,000 or $1.40 per share. The shares were issued on December 8, 2014.
As of June 30, 2015 there are 256,000,000 shares of common stock at par value of $0.001 per share authorized and 148,000,000 issued and outstanding.
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NOTE 7 SUBSEQUENT EVENTS
During September 2016, the Company elected to cease all mining activities and focus on a new business model which provides quality eye lash services to customers.
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 to the founders$0.001 per share. The board of directors of the Company is authorized to provide for net cash proceedsthe issuance of $5,000.
On September 19, 2016, the shareholders of Company approved the sale of 159,000,000 shares of the Company common stock for $0.003144654 per share for an aggregate of $50,000 to Amber Finney, the Company’s president. On November 12, 20092, 2016, the Company issued 750,000159,000,000 shares to Ms. Finney to settle the obligation.
On September 28, 2016, William Drury resigned as President, Treasurer and director of the Company. Mr. Drury remains the Company’s Secretary. On October 2, 2016, the board of directors accepted the resignation of Mr. Drury and approved a settlement agreement dated September 29, 2016, 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. As stated in 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 at $0.01 per shareare issuable to various investors, for net cash proceedsMr. Drury in increments of $7,500.
On June 25, 2010September 28, 2016, Amber Finney was appointed as President, Treasurer and director of the Company.
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 issued 100,000 sharessubmitted documents and other information to FINRA in furtherance of commonpursuing and obtaining approval of the subject reverse stock at $0.10 per sharesplit. The Company must submit additional documents requested by, and necessary to two investors for net cash proceedsobtain approval of, $10,000.
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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, 2012.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
As of June 30, 2012,2015, 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 Chief Executive Officerprincipal executive officer and Chief Financial Officerthe 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:
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets; | |
| · | Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and | |
| · | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statement. |
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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 Edward Hayes,Amber Joy Finney, our President and Chief Executive Officer, Treasurer and Director,sole director, who also serves as our principal executive officer, principal financial officer and principal accounting officer, Mr. HayesMs. Finney concluded that, during the period covered by this report,as of June 30, 2015, 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 President, Chief Executive Officer,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, 2012.
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, 20122015 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officer’s and director’s and their respective age’sages as of June 30, 20122015 are as follows:
Name | Age | Positions and Offices | ||
William Drury | 53 | President, | ||
| Secretary, Treasurer and Director |
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.
WILLIAM DRURY, AGE 63
Mr. HayesDrury has served as our Presidentsecretary, Treasurer and asole Director since July 30, 2010. Since 1971,February 19, 2013. Mr. Hayes has been self-employed as a prospector. Additionally, from 1989 until 1997, Mr. Hayes was a consulting partner at CME Consulting Inc., a company which provides mining project management and mineral exportation services. During his time at CME Consulting, he consulted primarily on mining projects in Africa. Mr. Hayes’s 40 years of experience in the mining industry led to our conclusion that he should be serving as a member of our Board of Directors.
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, neither of whom qualifiesone member, who does not qualify 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.
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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.
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, 2012,2015, none of 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.
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ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive OfficerPresident and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended June 30, 20122015 and 2010:
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 as of the year ended June 30, 2012,2015, for the fiscal year ended as indicated.
| Non-Equity | |||||||||||||||||||||||||||||||||
| Incentive | Nonqualified | ||||||||||||||||||||||||||||||||
| Plan | Deferred | All Other | |||||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary($) | Bonus($) | Stock Awards($) | Option Awards($) | Compensation($) | Compensation($) | Compensation($) | Total($) | ||||||||||||||||||||||||
| Edward Hayes (1) | 2012 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Linda Lamb (2) | 2012 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| 2011 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Name and Principal Position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation($) Nonqualified Deferred Compensation ($) All Other Compensation Total Keith Fredricks (1) 2015 2014 William Drury (2) 2015 2014
($)
($)
($)
($)
($)
($)0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
___________
| (1) | Appointed President on February 19, 2013, and resigned from such office on July 31, 2015 |
| (2) | Appointed Secretary, Treasurer and director on February 19, 2013. Appointed President on July 31, 2015. Resigned as President, Treasurer and director September 28, 2016, and continues to serve as Secretary. On February 1, 2013, the Company entered into a 24-month consulting agreement with William Drury, and WICAWIBE LLC, an entity controlled by Mr. Drury, pursuant to which the company has agreed to pay Mr. Drury a monthly fee of $15,000. The agreement terminated on February 15, 2015. Mr. Drury has agreed to defer payment of said fees until the Company receives additional operating capital or upon completion of this agreement. As of June 30, 2015, the accrued expense is $435,000. |
None of our directors have received monetary compensation since our inception through June 30, 2012.2015. We currently do not pay any compensation to our directors serving on our board of directors.
STOCK OPTION GRANTS
We have not granted any stock options to the executive officers since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for junior mineral exploration companies.
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EMPLOYMENT AGREEMENTS
The Company is not a party to any employment agreement and has no compensation agreement with any of its officers and directors.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of June 30, 2012:
| Fees | Non-Equity | Nonqualified | ||||||||||||||||||||||||||
| Earned | Incentive | Deferred | ||||||||||||||||||||||||||
| Paid in | Stock | Option | Plan | Compensation | All Other | |||||||||||||||||||||||
| Name | Cash($) | Awards($) | Awards($) | Compensation($) | Earnings($) | Compensation($) | Total($) | |||||||||||||||||||||
| Edward Hayes (1) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Linda Lamb (2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash ($) Awards ($) Awards ($) Compensation ($) Earnings ($) Compensation ($) Total ($) William Drury (1) 0 0 0 0 0 0 0
__________
| (1) | Appointed Secretary, Treasurer and director on February 19, 2013. Appointed President on July 31, 2015. Resigned as President, Treasurer and director September 28, 2016, and continues to serve as Secretary. |
The following table lists, as of June 30, 2012,2015, 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.
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The percentages below are calculated based on 6,750,000148,000,000 shares of our common stock issued and outstanding as of June 30, 2012.2015. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
| Name and Address | Number of Shares | |||||
| Title of Class | of Beneficial Owner (1) | Owned Beneficially | Percent of Class Owned | |||
| Common Stock: | Edward Hayes, President, President, Chief Executive Officer, Treasurer and Director | 2,500,000 | 37% | |||
| Common Stock: | Linda Lamb, Chief Financial Officer, Secretary and Director | 2,500,000 | 37% | |||
| All executive officers and directors as a group (2 persons) | 5,000,000 | 74% | ||||
Name and Address Number of Shares Owned Percent of Class Title of Class of Beneficial Owner (1) Beneficially Owned Common Stock: Keith Fredricks (President) -0- * Common Stock: William Drury (Secretary, Treasurer and Director) 5,000,000 3.3 Gain Delight Trading Ltd. 41,700,000 28.1 % All executive officers and directors as a group (2 persons) 5,000,000 3.3% %
___________
*Less than 1%.
(1) Unless otherwise noted, the address of each person or entity listed is, c/o Cassidy VenturesLash, Inc., #204 - 1110 Finch Ave. West, Toronto, Ontario, Canada M3J 3T6.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended June 30, 20122015 and 2011,2014, the total fees charged to the company for audit services, including quarterly reviews were $11,450$11,800 and $6,555,$10,756, for audit-related services were $950$0 and $1,250$0 and for tax services and other services were $0 and $0, respectively.
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.
Number | Description | |
3.1.1 | Articles of | |
3.1.2 | Certificate of Amendment (2) | |
Certificate of Amendment dated October 19, 2016, changing name to Lash, Inc. | ||
3.2.1 | Bylaws (1) | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
____________
| (1) | Incorporated by reference to the Registrant’s Form S-1 (File No. 333-176939), filed with the Commission on September 21, 2011. |
| (2) | Incorporated by reference to the Registrant’s Form 10-K (File No. 000-54838), filed with the Commission on October 15, 2013. |
* 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.
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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.
LASH, INC. | ||||
(Name of Registrant) | ||||
Date: | By: | /s/ | ||
Name: | Amber Joy Finney | |||
Title: | President and | |||
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