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EX-3.1.5 - CERTIFICATE OF CHANGE - Lash, Inc.cils_ex315.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended June 30, 2017

 

Commission File No. 000-54838

 

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, if changed since last report)

 

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

None

 

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

Common Stock, $.001 par value

 

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

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

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

 

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

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

Emerging growth company

¨

 

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

 

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

 

At December 31, 2016, 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 $303,900. At October 11, 2017, there were 4,400,048 shares of the Registrant’s common stock, $0.001 par value per share, outstanding.

 

 
1
 
 

LASH, INC.

TABLE OF CONTENTS

 

Page No.

 

PART I

 

Item 1.

Business

 

4

 

Item 1A.

Risk Factors

 

5

 

Item 1B.

Unresolved Staff Comments

 

5

 

Item 2.

Properties

 

5

 

Item 3.

Legal Proceedings

 

5

 

Item 4.

Mine Safety Disclosures

 

5

 

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

6

 

Item 6.

Selected Financial Data

 

7

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

7

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

8

 

Item 8.

Financial Statements and Supplementary Data

 

9

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

19

 

Item 9A.

Controls and Procedures

 

19

 

Item 9B.

Other Information

 

20

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

 

21

 

Item 11.

Executive Compensation

 

22

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

23

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

24

 

Item 14.

Principal Accounting Fees and Services

 

24

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

 

25

 

Signatures

 

26

 

 
2
 
 

 

FORWARD-LOOKING STATEMENTS

 

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

 

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

 

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

 

 
3
 
Table of Contents

 

PART I

 

ITEM 1. BUSINESS

 

ORGANIZATION WITHIN THE LAST FIVE YEARS

 

On September 14, 2009, the Company was incorporated under the laws of the State of Nevada. We are engaged in the business of acquisition, exploration and development of natural resource properties. On October 19, 2016, under the laws of the State of Nevada, we changed our name from “Cassidy Ventures Inc.” to “Lash, Inc,”, though we did not change our plan of business in connection with such name change.

 

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

 

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

 

As of June 30, 2017, we were authorized to issue 500,000,000 shares of common stock, par value $.001 per share.

 

All references to numbers of shares of issued and/or outstanding common stock in this Annual Report on Form 10-K give retroactive effect to a one-for-seventy (1:70) reverse split of the Company's issued and outstanding shares of common stock, which reverse split took effect on the OTC Markets on February 14, 2017.

 

IN GENERAL

 

Lash, Inc. (the “Company”) was incorporated in the State of Nevada on September 14, 2009, and had acquired mineral properties located in the Thunder Bay mining district, Province of Ontario, Canada but had not determined whether these properties contain reserves that are economically recoverable.

 

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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Table of Contents

 

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 June 30, 2015, we ceased our exploration operations in the Thunder Bay mining district due to a lack of funds, but maintained our plan as a mining exploration company, seeking other mining properties to explore and asses for economic potential.

 

We have never earned any revenues.

 

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

 

EMPLOYEES

 

We currently have no employees. Our officers and sole director are non-employee officers and a non-employee director.

 

OUR EXECUTIVE OFFICES

 

Our executive offices are located at: 297 President Street, Brooklyn, New York 11231.

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

Our current business address is 297 President Street, Brooklyn, New York 11231. We believe that this space is adequate for our current needs. Our telephone number is (206) 517-7141.

 

ITEM 3. LEGAL PROCEEDINGS

 

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

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

 
5
 
Table of Contents

 

PART II

 

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

 

 

 

CLOSING BID PRICE PER SHARE

 

 

 

HIGH

 

 

LOW

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2017

 

$ 0.24

 

 

$ 0.24

 

Three Months Ended June 30, 2017

 

$ 0.50

 

 

$ 0.50

 

Three Months Ended March 31, 2017

 

$ 0.20

 

 

$ 0.50

 

Three Months Ended December 31, 2016

 

$ 0.20

 

 

$ 0.60

 

Three Months Ended September 30, 2016

 

$ 0.14

 

 

$ 5.59

 

Three Months Ended June 30, 2016

 

$ 7.69

 

 

$ 5.59

 

Three Months Ended March 31, 2016

 

$ 9.09

 

 

$ 7.69

 

Three Months Ended December 31, 2015

 

$ 138.55

 

 

$ 97.97

 

Three Months Ended September 30, 2015

 

$ 139.95

 

 

$ 82.57

 

 

HOLDERS

 

As of June 30, 2017, the Company had 4,400,000 shares of common stock issued and outstanding, and we had approximately 28 holders of record of our common stock.

 

DIVIDENDS

 

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

 

TRANSFER AGENT

 

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

 

 
6
 
Table of Contents

 

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, 2017.

 

ITEM 6. SELECTED FINANCIAL DATA

 

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

 

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

 

RESULTS OF OPERATIONS

 

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

 

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

 

For the year ended June 30, 2016, we incurred $190,381 in operating expenses, which were comprised of $180,000 in consulting fee expense, $9,286 in professional fees and $1,095 in general and administrative expenses.

 

The following table provides selected financial data about our company for the years ended June 30, 2017 and 2016.

 

Balance Sheet Data

 

June 30,
2017

 

 

June 30,
2016

 

Cash and Cash Equivalents

 

$ 2,350

 

 

$ -0-

 

Total Assets

 

$ 2,350

 

 

$ -0-

 

Total Liabilities

 

$ 105,564

 

 

$ 700,910

 

Shareholders’ Deficit

 

$ (103,214 )

 

$ (700,910 )

 

 
7
 
Table of Contents

 

GOING CONCERN

 

Lash, Inc. is an exploration stage company and currently has limited operations. Our independent auditor has issued an audit opinion for Lash, 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, 2017 was $2,350 with $105,564 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.

 

PLAN OF OPERATION

 

Our plan of operation for the twelve months after the date of this report was to locate a mining property on which to conduct exploration.

 

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.

 

 
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Table of Contents

 

ITEM 8. FINANCIAL STATEMENTS

 

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

206.353.5736

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Lash, Inc.

 

We have audited the accompanying balance sheet of Lash, Inc. (formerly known as Cassidy Ventures, Inc.) as of June 30, 2017 and 2016 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’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 company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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’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. (formerly known as Cassidy Ventures, Inc.) for the years ended June 30, 2017 and 2016 and the results of its operations and cash flows for the years then 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

October 11, 2017

  

 
9
 
 

 

LASH, INC.

(Formerly known as Cassidy Ventures, Inc.)

Balance Sheets (Audited)

 

 

 

June 30, 2017

 

 

June 30, 2016

 

 

 

 

 

 

 

 

Assets

Current assets:

 

 

 

 

 

 

Cash

 

$ 2,350

 

 

$ -

 

Total current assets

 

 

2,350

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 2,350

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficiency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$ 27,707

 

 

$ 20,011

 

Accrued expenses-related party

 

 

-

 

 

 

615,000

 

Accrued expenses

 

 

42,857

 

 

 

-

 

Related party loans

 

 

35,000

 

 

 

65,899

 

Total current liabilities

 

 

105,564

 

 

 

700,910

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' deficiency:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 25,000,000 shares

 

 

 

 

 

 

 

 

   authorized, -0- preferred stock shares issued 

 

 

 

 

 

 

 

 

and outstanding as of June 30, 2017 and June 30, 2016

 

 

-

 

 

 

-

 

Common stock, $0.001 par value, 500,000,000 shares

 

 

 

 

 

 

 

 

authorized 4,400,000 and 2,114,286 issued and outstanding as of

 

 

 

 

 

 

 

 

June 30, 2017 and June 30, 2016, respectively

 

 

4,400

 

 

 

2,114

 

Additional paid-in capital

 

 

18,984,200

 

 

 

18,308,386

 

Stock to be issued

 

 

2,310

 

 

 

-

 

Accumulated deficit

 

 

(19,094,124 )

 

 

(19,011,410 )

Total stockholders' deficiency

 

 

(103,214 )

 

 

(700,910 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficiency

 

$ 2,350

 

 

$ -

 

 

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

 

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

 

 
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Table of Contents

 

LASH, INC.

Statements of Operations (Audited)

 

 

 

For the Years Ended

 

 

 

June 30,
2017

 

 

June 30,
2016

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Consulting Fee Expense

 

$ 44,000

 

 

$ 180,000

 

Professional fees

 

 

37,511

 

 

 

9,286

 

General and administrative expenses

 

 

5,146

 

 

 

1,095

 

Total operating expenses

 

 

86,657

 

 

 

190,381

 

 

 

 

 

 

 

 

 

 

Net operating income (loss)

 

 

(86,657 )

 

 

(190,381 )

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Other income

 

 

3,943

 

 

 

-

 

Total Other income (expense)

 

 

3,943

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Loss before provision for taxes

 

 

(82,714 )

 

 

(190,381 )

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$ (82,714 )

 

$ (190,381 )

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per share

 

$ (0.02 )

 

$ (0.09 )

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

 

3,617,573

 

 

 

2,114,286

 

 

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

 

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

 

 
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Table of Contents

 

LASH, INC.

Statement of Changes in Stockholders' Deficiency (Audited)

 

 

 

Common Stock

Preferred Stock

Additional

 

 

Common

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid-In

 

 

Stock

 

 

Accum

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

To Be Issued

 

 

Deficit

 

 

Deficiency

 

Balance at June 30, 2015

 

 

2,114,286

 

 

$ 2,114

 

 

 

-

 

 

$ -

 

 

$ 18,308,386

 

 

$ -

 

 

$ (18,821,029 )

 

$ (510,529 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

(190,381 )

 

 

(190,381 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2016

 

 

2,114,286

 

 

$ 2,114

 

 

 

-

 

 

$ -

 

 

$ 18,308,386

 

 

$ -

 

 

$ (19,011,410 )

 

$ (700,910 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for settlement aggreement

 

 

14,286

 

 

 

14

 

 

 

 

 

 

 

 

 

 

 

3,186

 

 

 

 

 

 

 

 

 

 

 

3,200

 

Issuance of common stock for stock subscription

 

 

2,271,428

 

 

 

2,272

 

 

 

 

 

 

 

 

 

 

 

47,728

 

 

 

 

 

 

 

 

 

 

 

50,000

 

Settlement for former officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

624,900

 

 

 

 

 

 

 

 

 

 

 

624,900

 

Common Stock to be issued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,310

 

 

 

 

 

 

 

2,310

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

(82,714 )

 

 

(82,714 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2017

 

 

4,400,000

 

 

$ 4,400

 

 

 

-

 

 

$ -

 

 

$ 18,984,200

 

 

$ 2,310

 

 

$ (19,094,124 )

 

$ (103,214 )

 

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

 

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

 

 
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LASH, INC.

 Statements of Cash Flow (Audited)

 

 

 

For the Years Ended

 

 

 

June 30,
2017

 

 

June 30,
2016

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$ (82,714 )

 

$ (190,381 )
Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

5,510

 

 

 

-

 

Impairment expense

 

 

-

 

 

 

-

 

Loss on stock subscription (Note 4)

 

 

-

 

 

 

-

 

Settlement agreement with former president (Note 3)

 

 

3,943

 

 

 

-

 

Loss on conversion of debt

 

 

-

 

 

 

-

 

Unrealized (gain) loss on marketable securities

 

 

-

 

 

 

-

 

Interest not paid

 

 

-

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

 

(48,303 )

 

 

10,226

 

Accrued expenses-related party

 

 

-

 

 

 

180,000

 

Accrued expenses

 

 

38,914

 

 

 

-

 

Net cash used in operating activities

 

 

(82,650 )

 

 

(155 )

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from related party advances

 

 

35,000

 

 

 

69

 

Proceed from stock subscription

 

 

50,000

 

 

 

-

 

Net cash provided by financing activities

 

 

85,000

 

 

 

69

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

2,350

 

 

 

(86 )
Cash - beginning of the year

 

 

-

 

 

 

86

 

Cash - end of the year

 

$ 2,350

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

Interest paid

 

$ -

 

 

$ -

 

Income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash transactions:

 

 

 

 

 

 

 

 

Stock Compensation

 

$ 5,510

 

 

$ -

 

Settlement agreement with former president (Note 3)

 

$ (624,900 )

 

$ -

 

 

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, 2017

 

NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS

 

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

 

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

 

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

 

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

 

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

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

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

 

Cash Flow Reporting

 

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

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2017.

 

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

 

 
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Basic Earnings (loss) per Share

 

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

 

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

 

Share Based Compensation

 

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

 

Fair Value Measurements

 

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

 

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

 

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

 

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

 

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

 

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

 

 
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Income Taxes

 

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

 

The Company follows ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. ASC 740-10 is effective for fiscal years beginning after December 15, 2006. Management has adopted ASC 740-10 for 2007, and they evaluate their tax positions on an annual basis, and have determined that as of June 30, 2017, no additional accrual for income taxes is necessary. The Company’s policy is to recognize both interest and penalties related to unrecognized tax benefits expected to result in payment of cash within one year are classified as accrued liabilities, while those expected beyond one year are classified as other liabilities. The Company has not recorded any interest or penalties since its inception.

 

The Company intends to file income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The tax years for 2010 to 2016 remain open for examination by federal and/or state tax jurisdictions. The Company is currently not under examination by any other tax jurisdictions for any tax year.

 

Going Concern

 

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred a loss since inception resulting in an accumulated deficit of $19,094,124 at June 30, 2017 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or private placement of common stock.

 

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

 

NOTE 3 RELATED PARTY TRANSACTIONS

 

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

 

As of June 30, 2017 and June 30, 2016, the accrued expenses-related party was $-0- and $615,000, respectively. The Company incurred consulting expense of $44,000 and $180,000 during the twelve months ended June 30, 2017 and 2016, respectively, pursuant to the consulting agreement which was terminated. The balance due was written-off during the three months ended September 30, 2016.

 

 
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During September 2016, the new Company President, Amber Finney, advanced the Company $10,000 as a related party loan. During November 2016, a member of Ms. Finney’s family advanced the Company an additional $10,000. During January 2017, Ms. Finney advanced the Company an additional $5,000. During May 2017, a related party advanced the Company an additional $10,000. The proceeds for these loans were used for working capital. As of June 30, 2017 and June 30, 2016, there are related party loans totaling $35,000 and $65,899 respectively. These advances are unsecured, due on demand and carry no interest or collateral.

 

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

 

NOTE 4 PROVISION FOR INCOME TAXES

 

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

 

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

 

 

 

June 30,

2017

 

 

June 30,
2016

 

Federal income tax benefit attributable to:

 

 

 

 

 

 

Net operating loss

 

$ 28,123

 

 

$ 64,730

 

Less, valuation allowance

 

 

(28,123 )

 

 

(64,730 )

Net benefit

 

$ -

 

 

$ -

 

 

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

 

 

 

June 30,
2017

 

 

June 30,
2016

 

Deferred tax attributed:

 

 

 

 

 

 

Deferred tax benefits

 

$ 6,492,002

 

 

$ 6,463,879

 

Less valuation allowance

 

 

(6,492,002 )

 

 

(6,463,879 )

Net Deferred Tax Asset

 

$ -

 

 

$ -

 

 

At June 30, 2017 and 2016, the Company had a net operating loss ("NOL's") carry forward in the amount of $19,094,124 and $19,011,410, respectively, available to offset future taxable income. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. The Company has not filed its federal tax returns since inception and therefore, the NOL's will not be available to offset future taxable income until the tax returns are filed with the respective federal tax authorities.

 

A reconciliation of the Company's effective tax rate as a percentage of income before taxes and federal statutory rate for the periods ended June 30, 2017 and 2016 is summarized below.

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Federal statutory rate

 

 

(34.0 )%

 

 

(34.0 )%

State income taxes, net of federal benefits

 

 

0.0

 

 

 

0.0

 

Valuation allowance

 

 

34.0 %

 

 

34.0 %

 

 
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NOTE 5 EQUITY TRANSACTIONS

 

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

 

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

 

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

 

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

 

As of June 30, 2017 there are 500,000,000 shares of common stock at par value of $0.001 per share authorized and 4,400,000 issued and outstanding and 25,000,000 shares of (“blank check”) preferred stock, par value $0.001 per share authorized and -0- shares issued and outstanding.

 

NOTE 6 SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after June 30, 2017 up through the date these financial statements were available for issuance. During this period, the Company did not have any material recognizable subsequent events.

 

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

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

DISCLOSURE CONTROLS AND PROCEDURES

 

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2017.

 

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

As of June 30, 2017, management assessed the effectiveness of our internal control over financial reporting. The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the Company’s principal executive officer and the principal financial officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in the United States of America and includes those policies and procedures that:

 

 

· 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 Amber Joy Finney, our President and Chief Officer, Treasurer and sole director, who also serves as our principal executive officer, principal financial officer and principal accounting officer, Ms. Finney concluded that, as of June 30, 2017, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.

 

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

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Secretary, Treasurer and sole Director, who also serves as our principal financial officer and principal accounting officer, in connection with the review of our financial statements as of June 30, 2017.

 

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, 2017 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION.

 

None.

 

 
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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Our executive officer’s and director’s and their respective ages as of June 30, 2017 are as follows:

 

Name

 

Age

 

Positions and Offices

 

Amber Joy Finney

 

38

 

President and Chief Executive Officer, Secretary, Treasurer and director

William Drury

 

54

 

Secretary

 

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

 

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

 

AMBER JOY FINNEY

 

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

 

WILLIAM DRURY

 

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

 

TERM OF OFFICE

 

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

 

DIRECTOR INDEPENDENCE

 

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

 

CERTAIN LEGAL PROCEEDINGS

 

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

 

 
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SIGNIFICANT EMPLOYEES AND CONSULTANTS

 

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

 

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

 

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

 

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

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based on our review of filings made on the SEC website, and the fact of us not receiving certain forms or written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended June 30, 2017, our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.

 

CODE OF ETHICS

 

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

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended June 30, 2017 and 2015:

 

SUMMARY COMPENSATION TABLE

 

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

Name and Principal Position

 

Year

 

Salary
($)

 

 

Bonus
($)

 

 

Stock

Awards
($)

 

 

Option

Awards
($)

 

 

Non-Equity

Incentive

Plan

Compensation($)

 

 

Nonqualified

Deferred

Compensation($)

 

 

All Other

Compensation($)

 

 

Total
($)

 

Amber Joy Finney (1)

 

2017

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

2016

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William Drury (2)

 

2017

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

2016

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

___________

(1) Appointed President and Chief Executive Officer, Treasurer and director on September 28, 2016.

 

 

(2) Appointed Secretary on February 19, 2013. Appointed President on July 31, 2015, appointed Treasurer and director on February 19, 2013, and resigned as President, Treasurer and director September 28, 2016.

 

None of our directors have received monetary compensation since our inception through June 30, 2017. We currently do not pay any compensation to our directors serving on our board of directors.

 

 
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STOCK OPTION GRANTS

 

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

 

EMPLOYMENT AGREEMENTS

 

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

 

DIRECTOR COMPENSATION

 

The following table sets forth director compensation as of June 30, 2017:

 

 

 

Fees

 

 

 

 

 

 

 

 

Non-Equity

 

 

Nonqualified

 

 

 

 

 

 

 

 

 

Earned

 

 

 

 

 

 

 

 

Incentive

 

 

Deferred

 

 

 

 

 

 

 

 

 

Paid in

 

 

Stock

 

 

Option

 

 

Plan

 

 

Compensation

 

 

All Other

 

 

 

 

Name

 

Cash

($)

 

 

Awards

($)

 

 

Awards

($)

 

 

Compensation

($)

 

 

Earnings

($)

 

 

Compensation

($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amber Joy Finney (1)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

William Drury (2)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

__________

(1) Appointed President and Chief Executive Officer, Treasurer and director on September 28, 2016.

 

 

(2) Appointed Secretary on February 19, 2013. Appointed President on July 31, 2015, appointed Treasurer and director on February 19, 2013, and resigned as President, Treasurer and director September 28, 2016.

 

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

 

The following table lists, as of June 30, 2017, 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 4,400,048 shares of our common stock issued and outstanding as of October 11, 2017. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

 

Title of Class

 

Name and Address of

Beneficial Owner
(6)

 

Amount and Nature of Beneficial Ownership

 

 

Percent of

Common Stock

(1)

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Amber Joy Finney (2)

 

 

2,271,426

 

 

 

51.6 %

Common Stock

 

William Drury (3)

 

 

681,434

 

 

 

15.4 %

Common Stock

 

Jean Jacques Mariani (4)

 

 

342,859

 

 

 

7.7 %

All directors and executive officers as a group (2 persons)

 

 

 

 

2,952,860

 

 

 

67.1 %

__________

(1) As of October 10, 2017, we had 2,114,286 shares of common stock outstanding.
(2) Appointed President and Chief Executive Officer, Treasurer and director on September 28, 2016.
(3) Appointed Secretary on February 19, 2013. Appointed President on July 31, 2015, appointed Treasurer and director on February 19, 2013, and resigned as President, Treasurer and director September 28, 2016. 85,717 shares held by Wicawibe LLC, and 595,717 shares held by Gain Delight Trading Ltd.
(5) Unless otherwise noted, the address of each person listed is c/o Lash, Inc., 297 President Street, Brooklyn, New York 11231.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

None.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

For the year ended June 30, 2017 and 2016, the total fees charged to the company for audit services, including quarterly reviews were $15,000 and $5,500, for audit-related services were $0 and $0 and for tax services and other services were $0 and $0, respectively.

 

 
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PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

 

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

 

Number

Description

3.1.1

Articles of Incorporation (1)

3.1.2

Certificate of Amendment (2)

3.1.3

Certificate of Amendment (3)

3.1.4

Certificate of Amendment (4)

3.1.5

 

Certificate of Change

3.2.1

Bylaws (1)

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.
(3) Incorporated by reference to the Registrant’s Form 10-K (File No. 000-54838), filed with the Commission on January 31, 2017.
(4) Incorporated by reference to the Registrant’s Form 10-Q for the fiscal quarter ended September 30, 2016 (File No. 000-54838), filed with the Commission on February 1, 2017.

 

* 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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SIGNATURES

 

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

 

 

 

LASH, INC.

 

(Name of Registrant)

 

 

Date: October 16, 2017

By:

/s/ Amber Joy Finney

Name:

Amber Joy Finney

Title:

President and Chief Executive Officer (principal executive officer, principal financial officer, and principal accounting officer)

 

 

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