EXHIBIT 3.1.4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ______
Commission File No. 000-54838
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LASH, INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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None |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
297 President Street
Brooklyn, New York 11231
(Address of principal executive offices, zip code)
(206) 537-7141
(Registrant’s telephone number, including area code)
____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x
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):
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes x No o
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS
As of September 30, 2016, there were 148,000,000 shares of common stock, $0.001 par value per share, outstanding.
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(An Exploration Stage Company)
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2016
INDEX
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Lash, Inc., a Nevada corporation (the “Company”), 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-Q, 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.
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The accompanying notes are an integral part of these financial statements.
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(Formerly known as Cassidy Ventures, Inc.) |
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Statements of Operations (Unaudited) |
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For Three Months Ended |
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September 30, 2016 |
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September 30, 2015 |
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| Operating expenses: |
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Consulting Fee Expense |
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$ | 44,000 |
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$ | 45,000 |
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Professional fees |
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3,283 |
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8,536 |
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General and administrative expenses |
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1,010 |
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1,035 |
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Total operating expenses |
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48,293 |
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54,571 |
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| Net operating income (loss) |
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(48,293 | ) |
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(54,571 | ) |
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| Net income (loss) |
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$ | (48,293 | ) |
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$ | (54,571 | ) |
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| Basic and diluted income (loss) per share |
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$ | (0.00 | ) |
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$ | (0.00 | ) |
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| Weighted average number of common shares outstanding - basic and diluted |
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148,000,000 |
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148,000,000 |
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The accompanying notes are an integral part of these financial statements.
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(Formerly known as Cassidy Ventures, Inc.) |
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Statements of Cash Flow (Unaudited) |
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For Three Months Ended |
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September 30, 2016 |
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September 30, 2015 |
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| Cash flows from operating activities: |
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| Net income (loss) |
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$ | (48,293 | ) |
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$ | (54,571 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: |
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Accounts payable |
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(1,707 | ) |
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9,476 |
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Accrued expenses-related party |
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- |
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45,000 |
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Accrued expenses |
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50,000 |
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- |
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| Net cash used in operating activities |
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- |
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(95 | ) |
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| Cash flows from financing activities |
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Proceeds from related party advances |
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10,000 |
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35 |
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Proceed from stock subscription |
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50,000 |
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- |
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| Net cash provided by financing activities |
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60,000 |
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35 |
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| Net increase (decrease) in cash |
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60,000 |
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(60 | ) |
| Cash - beginning of the year |
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- |
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86 |
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| Cash - end of the year |
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$ | 60,000 |
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$ | 26 |
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| Supplemental disclosures: |
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| Interest paid |
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$ | - |
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$ | - |
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| Income taxes |
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$ | - |
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$ | - |
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The accompanying notes are an integral part of these financial statements.
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(Formerly known as Cassidy Ventures, Inc.)
Notes to Financial Statements
September 30, 2016
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 Company’s principle executive office address is 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.
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 $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.
See name change in Note 5 - Subsequent Events.
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 September 30, 2016 and June 30, 2016.
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 September 30, 2016 and June 30, 2016.
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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.
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 September 30, 2016, 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 $19,059,703 at September 30, 2016 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. The agreement expires on January 31, 2017 and the monthly fee is $15,000. On September 28, 2016, Mr. Drury resigned as President, Treasurer and director 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 void the consulting agreement which was scheduled to expire on January 31, 2017. On October 2, 2016, the board of directors accepted the resignation of Mr. Drury and approved a 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 250,000 shares. Mr. Drury will continue to be issued 250,000 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 1,000,000 shares of the Company’s common stock to Mr. Drury to partially settle the $50,000 common stock obligation. As a result of the settlement agreement, the Company wrote-off liabilities of $624,900 related to Mr. Drury in additional paid-in capital on the accompanying balance sheet.
As of September 30, 2016 and June 30, 2016, the accrued expenses-related party was $-0- and $615,000, respectively. During the three months ended September 30, 2016 and 2015, the Company incurred $44,000 and $45,000, respectively, in consulting expense, pursuant to the consulting agreement which was written-off during the three months ended September 30, 2016.
During September 2016, the new Company President, Amber Finney, advanced the Company $10,000 as a shareholder loan. The proceeds were used for working capital.
As of September 30, 2016 and June 30, 2016, there are loans from shareholders totaling $10,000 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 EQUITY TRANSACTIONS
On September 19, 2016, the shareholders of Company approved the sale of 159,000,000 shares of the Company’s common stock for $0.003144654 per share for an aggregate of $50,000 to Amber Finney, the Company’s president. On November 2, 2016, the Company issued 159,000,000 shares to Ms. Finney to settle the obligation.
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.
As of September 30, 2016 there are 500,000,000 shares of common stock at par value of $0.001 per share authorized and 148,000,000 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 5 SUBSEQUENT EVENTS
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 must submit additional documents requested by, and necessary to obtain approval of, FINRA in connection with the subject reverse stock split. As of January 31, 2017, the reverse has not been declared effective.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i) the financial statements of Lash, Inc., a Nevada corporation (the “Company”), and exploration-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the June 30, 2016 audited financial statements and related notes included in the Company’s Form 10-K (File No. 000-54838; the “Form 10-K”), as filed with the Securities and Exchange Commission on February 1, 2017. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements
OVERVIEW
The Company was incorporated in the State of Nevada on September 14, 2009 and established a fiscal year end of June 30. It is an exploration-stage company.
Going Concern
To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing we endeavor to obtain, as described in the Form 10-K, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.
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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.
Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Mineral Property Costs
The Company has been 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 expand 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 completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property 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, Property, Plant and Equipment.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Income Taxes
Income taxes are provided in accordance with ASC 740, Income Taxes . A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss).
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Fair Value of Financial Instruments
The carrying amount of cash and current liabilities approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Environmental Costs
Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study of the Company’s commitments to plan of action based on the then known facts.
Stock Based Compensation
The Company records stock-based compensation using the fair value method of valuing stock options and other equity-based compensation issued. The Company has not granted any stock options since its inception. Accordingly, no stock-based compensation has been recorded.
Start-Up expenses
As a start-up company, the costs associated with start-up activities are expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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.
Results of Operations
Three-Month Periods Ended September 30, 2016 and 2015
We recorded no revenues for the three months and nine months ended September 30, 2016 and 2015.
For the three months ending September 30, 2016, we incurred total operating expenses of $48,293, consisting of consulting fee expense of $44,000, professional fees of $3,283 and general and administrative expenses of $1,010.
For the three months ending September 30, 2015, we incurred total operating expenses of $54,571, consisting of consulting fee expense of $45,000, professional fees of $8,536 and general and administrative expenses of $1,035.
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Liquidity and Capital Resources
At September 30, 2016, we had a cash balance of $60,000. We do not have sufficient cash on hand to fund our ongoing operational expenses at all. We will need to raise funds to locate a mining property and commence an exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our minerals claims and our business will fail.
Cash and cash equivalents at September 30, 2016 were $60,000, an increase of $60,000 from June 30, 2016.
Operating activities provided cash of $60,000 in the three months ended September 30, 2016 compared to using cash of $95 for the three months ended September 30, 2015.
There was $60,000 provided by investing activities during the three months ended September 30, 2015 compared to $35 in cash provided by investing activities during the three months ended September 30, 2015.
2016 financing activities consists $50,000 for a stock subscription with an affiliate and an advance of $10,000 from an affiliate.
Subsequent Events
None through date of this filing.
ITEM 3. 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 3.
ITEM 4. CONTROLS AND PROCEDURES.
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure 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 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 September 30, 2016.
There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
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The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Pursuant to a Settlement Agreement and Mutual Release, dated September 29, 2016, by and between the Company and William Drury, the Company offered and sold 1,000,000 shares of common stock and paid $50,000 to Mr. Drury, as consideration for the release of claims for accrued consulting fees owed by the Company to Mr. Drury. As a result of the Settlement Agreement and Mutual Release, the Company wrote-off liabilities of $624,900 related to Mr. Drury in additional paid-in capital on the accompanying balance sheet., the Company wrote off liabilities of $624,900 related to Mr. Drury in additional paid-in capital on the company’s balance sheet. The offer of was made solely to an “accredited investor” in a non-public offering pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D, promulgated thereunder.
Pursuant to a Subscription Agreement, dated September 30, 2016, by and between the Company and Amber Joy Finney, the Company offered and sold 159,000,000 shares of common stock to Ms. Finney, at a purchase price of $.000314465 per share, for an aggregate purchase price of $50,000. The offer of was made solely to an “accredited investor” in a non-public offering pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act, and Rule 506 of Regulation D, promulgated thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
Departure of Director and officers; Election of Direction and Officers
On September 28, 2016, William Drury resigned as President, Treasurer and a director of the Company.
On September 28, 2016, Amber Joy Finney was appointed President and Chief Executive Officer, Treasurer and a director of the Company. Ms. Finney is now the Company’s sole director.
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Amber Joy Finney, Age 37
Ms. Finney has served as our President and Chief Executive Officer, Treasurer and a director of the Company since September 28, 2016. Since October 2012, Ms. Finney has also served as President of VoiceFlix, a Seattle-area based advertising and marketing company, which she founded. In 2004, Ms. Finney obtained a Bachelor of Arts 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.
Pursuant to a Subscription Agreement, dated September 30, 2016, by and between the Company and Ms. Finney, the Company offered and sold 159,000,000 shares of common stock to Ms. Finney, at a purchase price of $.000314465 per share, for an aggregate purchase price of $50,000. Such $50,000 was used as payment and partial consideration to pay William Drury, pursuant to a Settlement Agreement and Mutual Release, dated September 29, 2016, by and between the Company and William Drury.
There is no agreement, arrangement or understanding pursuant to which Mr. Finney was appointed to the Board of Directors. Ms. Finney has no family relationships with any other executive officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers. Furthermore, the Company is not aware of any transactions requiring disclosure under Item 404(a) of Regulation S-K.
Amendment to Articles of Incorporation
On September 28, 2016, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to (i) increase its authorized capital from 256,000,000 shares of common stock to 500,000,000 shares of common stock, and (ii) creating 25,000,000 shares of “blank check” preferred stock (the “Preferred Stock Amendment”).
Certain Risks Associated With the Increase in Authorized Capital
Any additional issuance of common stock could, under certain circumstances, have the effect of delaying or preventing a change in control of the Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of the Company. Shares of common stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, proxy contest, merger or otherwise. The ability of the Board of the Directors to issue such additional shares of common stock could discourage an attempt by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of common stock to certain persons’ interests aligned with that of the Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.
While the increase in the number of shares of common stock authorized may have anti-takeover ramifications, the Board of Directors believes that the financial flexibility offered by the amendment outweighs any disadvantages. To the extent that the increase in the number of shares of common stock authorized may have anti-takeover effects, the amendment may encourage persons seeking to acquire the Company to negotiate directly with the Board of Directors, enabling the Board of Directors to consider a proposed transaction in a manner that best serves the stockholders’ interests.
Reasons for the creation of “blank check” preferred stock
Additionally, we believe that for us to successfully execute our business strategy we will need to raise investment capital and it may be preferable or necessary to issue preferred stock to investors. Preferred stock usually grants the holders certain preferential rights in voting, dividends, liquidation or other rights in preference over a company’s common stock. Accordingly, in order to grant us the flexibility to issue our equity securities in the manner best suited for our Company, or as may be required by the capital markets, the Preferred Stock Amendment will create 25,000,000 authorized shares of “blank check” Preferred Stock for us to issue.
The term “blank check” refers to preferred stock, the creation and issuance of which is authorized in advance by our Stockholders and the terms, rights and features of which are determined by our Board of Directors upon issuance. The authorization of such “blank check” Preferred Stock permits our Board of Directors to authorize and issue Preferred Stock from time to time in one or more series without seeking further action or vote of our Stockholders.
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Principal effects of the creation of “blank check” preferred stock
Subject to the provisions of the Preferred Stock Amendment and the limitations prescribed by law, our Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the Preferred Stock, in each case without any further action or vote by our stockholders. Our Board of Directors would be required to make any determination to issue shares of Preferred Stock based on its judgment as to what is in our best interests and the best interests of our stockholders. The Preferred Stock Amendment will give our Board of Directors flexibility, without further stockholder action, to issue Preferred Stock on such terms and conditions as our Board of Directors deems to be in our best interests and the best interests of our stockholders.
The authorization of the “blank check” Preferred Stock will provide us with increased financial flexibility in meeting future capital requirements. It will allow Preferred Stock to be available for issuance from time to time and with such features as determined by our Board of Directors for any proper corporate purpose. It is anticipated that such purposes may include, without limitation, exchanging Preferred Stock for Common Stock, the issuance for cash as a means of obtaining capital for our use, or issuance as part or all of the consideration required to be paid by us for acquisitions of other businesses or assets.
The issuance by us of Preferred Stock could dilute both the equity interests and the earnings per share of existing holders of our Common Stock. Such dilution may be substantial, depending upon the amount of shares issued. The newly authorized shares of Preferred Stock could also have voting rights superior to our Common Stock, and therefore would have a dilutive effect on the voting power of our existing Stockholders.
Any issuance of Preferred Stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control of our Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of our Company. Shares of voting or convertible Preferred Stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of our Company by means of a tender offer, proxy contest, merger or otherwise. The ability of our Board of Directors to issue such shares of Preferred Stock, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of our Company by tender offer or other means. Such issuances could therefore deprive our stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such shares of Preferred Stock to persons friendly to our Board of Directors could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.
There are currently no plans, arrangements, commitments or understandings for the issuance of shares of Preferred Stock.
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(a) Exhibits required by Item 601 of Regulation SK.:
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Description |
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3.1.1 |
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Articles of Incorporation (1) |
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3.1.2 |
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Certificate of Amendment (2) |
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3.1.3 |
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Certificate of Amendment (3) |
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3.2.1 |
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Bylaws (1) |
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101.INS * |
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XBRL Instance Document |
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101.SCH * |
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XBRL Taxonomy Extension Schema Document |
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101.CAL * |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF * |
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB * |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE * |
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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. |
* 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 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.
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LASH, INC. |
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(Name of Registrant) |
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Date: February 1, 2017 |
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/s/ Amber Joy Finney |
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Name: |
Amber Joy Finney |
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Title: |
President and Chief Executive Officer |
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(principal executive officer, principal accounting officer and principal financial officer) |
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EXHIBIT 3.1.4
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EXHIBIT 10.1
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release is entered into and effective this 29th day of September, 2016, by and between Cassidy Ventures Inc., a Nevada corporation (the “Company”), and William Drury (“Drury”), as follows:
RECITALS
A. Drury was appointed President, Secretary, Treasurer and a Director of the Company on February 19, 2013.
B. Drury resigned as President, Treasurer and a Director, and all other positions as an officer of the Company except Secretary, of the Company on September 28, 2016.
C. Drury has accrued salary, independent contractor fees, expenses and costs, which the Company owes Drury.
D. Both Drury and the Company desire to be released of any possible claims against the other in connection with Drury being President and a Director of the Company, and in connection therewith, the parties discussed and negotiated the terms of the settlement set forth in this Agreement.
AGREEMENT
In consideration of the foregoing recitals and for other good and valuable consideration, the parties hereby agree as follows:
1. Mutual Release . The Company, along with its successors, assigns and related entities and persons, hereby irrevocably and unconditionally waives, releases and forever discharges Drury, and each of his successors and assigns, of and from any and all claims, grievances, actions, causes of action, rights, demands, damages, liabilities, obligations, promises, controversies, accountings and expenses of whatsoever nature and kind, whether known or unknown, including those related in any way to Drury being an officer or director of the Company, or his affiliation or relationship to the Company. In turn, Drury, along with his successors, assigns and related entities and persons, hereby irrevocably and unconditionally waives, releases and forever discharges the Company and all related, parent, subsidiary, or affiliated organizations persons, and each of its respective partners, directors, shareholders, officers, agents, representatives, attorneys, accountants, and employees, past and present, and each of their successors and assigns, of and from any and all claims, grievances, actions, causes of action, rights, demands, damages, liabilities, obligations, promises, controversies, accountings and expenses of whatsoever nature and kind, whether known or unknown, including those including those related in any way to Drury being an officer or director of the Company, or his relationship or affiliation with the Company.
2. Resignation of Drury; Termination of Agreements . Drury shall resign as a Director, President and Treasurer (but remain as a non-employee in the office of Secretary). In connection with such resignation, Drury acknowledges that he has no disagreement with the Company in connection with his resignation. Except for this Agreement, Drury agrees that any agreement, arrangement or understanding Drury has with the Company is terminated.
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3. Payment to Drury .
3.1 Cash; Shares of Common Stock . The Company shall (i) pay Drury $50,000 cash (of which Thomas Puzzo may keep $3,500 as legal fees) upon execution of this Agreement, and (ii) after the date of this Agreement issue that number of shares to Drury for the purpose of Drury selling such shares into the over-the-counter markets or an exchange (as defined under the Securities Act of 1933, as amended) until Drury is able to garner $50,000. The shares of common stock issuable to Drury under this Agreement shall be paid in increments of 250,000 shares to Drury, and upon each sale by Drury of such increment of 250,000 shares to Drury, the Company shall deliver another increment of 250,000 shares. Not later than 14 days after the execution of this Agreement, the Company shall order four (4) stock certificates, each representing 250,000 shares, registered in the name of “William Drury”, and deliver such stock certificates to Thomas Puzzo, Esq., who shall, upon receipt, deliver a stock certificate representing 250,000 shares to Drury, and thereafter in each instance Drury shows evidence of the sale of the shares of the earlier certificate delivered to Drury, until Drury has sold that number of shares to garner $50,000 of proceeds under this Agreement. In the event that Drury sells more than $50,000 worth of shares under this Agreement, Drury shall deliver to the Company the funds in excess of $50,000 of shares sold. In the event that such four (4) stock certificates, after being sold by Drury under this Agreement does not enable Drury to garner $50,000 the Company shall continue to issue and deliver to Drury shares of common stock under the principles and general procedure of this Section 3.1 until Drury is able to garner $50,000. The Company shall have the right, in its sole discretion, at any time, to privately purchase any shares issued or issuable to Drury under this Section 3.1 and deliver the payment price to Drury such that Drury receives $50,000 in lieu of Drury selling shares of common stock to garner such $50,000. Drury may not privately resell the shares of common stock the Subject of this Section 3.1 without the written consent of the Company and the agreement of Drury as to what amount of funds should be credited to the Company to offset against the $50,000 in shares of common stock Drury is reselling under this Agreement.
3.2 Further Assurances . At the reasonable request of the other and without demanding further consideration from the other, each of the Company and Drury agrees to execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary for effecting completely the consummation of the transactions under this Agreement, including but not limited to, the transfer of ownership in and to the shares of common stock issuable under this Agreement as contemplated hereby, including without limitation execution, acknowledgment and recordation of other such papers, and using all reasonable best efforts to obtain the same from any third parties, as necessary or desirable for fully perfecting and conveying unto the other, the benefit of the transfer of ownership in and to shares of common stock, as contemplated by this Agreement.
4. No Liability . This Agreement shall not be construed as an admission of liability by any party.
5. Breach and Enforcement . A breach of any of the terms of this Agreement shall entitle the aggrieved party to sue for breach of this Agreement. In the event it is necessary for either party or their authorized representative, successor or assign to institute suit for breach of this Agreement, the prevailing party in such suit or proceeding shall be entitled to recovery of its reasonable costs and attorneys’ fees, in addition to damages and equitable relief arising from the breach.
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6. Complete Agreement . This Agreement represents and contains the entire understanding between the parties in connection with the subject matter of this Agreement. It is expressly acknowledged and recognized by the parties to this Agreement that there are no oral agreements, understandings or representations between the parties other than those contained in this document, and any such prior agreements are specifically terminated.
7. Amendment and Waiver; Assignment . Neither this Agreement nor any of the provisions herein may be changed, altered, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. This Agreement may not be assigned without the written consent of the parties to this Agreement.
8. Counterparts . This Agreement may be executed in any number of counterparts by original signature, facsimile or scanned e-mail attachment, all of which together shall constitute one Agreement, and any party hereto may execute this Agreement by executing any such counterpart.
9. Headings . Headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| CASSIDY VENTURES INC. | ||
| By: | /s/ Amber Finney | |
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Amber Finney | |
| Title: | President | |
| /s/ William Drury |
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William Drury, individually |
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EXHIBIT 10.2
SUBSCRIPTION AGREEMENT
The undersigned, Amber Finney, a resident of the State of Washington, hereby subscribes for the purchase of 159,000,000 shares of common stock (the “Shares”) of Cassidy Ventures Inc., a Nevada corporation (the “Corporation”), at a purchase price of $.000314465 per share, for an aggregate purchase price of $50,000.00.
The undersigned is aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, in reliance on exemptions from such registration. The undersigned understands that reliance by the Corporation on such exemptions is predicated in part upon the truth and accuracy of the statements made by the undersigned in this Stock Subscription Agreement.
The undersigned hereby represents and warrants that the undersigned:
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(i) | either alone or with the assistance of the undersigned’s professional advisors, has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of the undersigned’s purchase of the Shares; |
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(ii) | has sufficient financial resources to be able to bear the risk of the undersigned’s investment in the Shares; and |
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(iii) | has either spoken or met with, or been given reasonable opportunity to speak with or meet with, representatives of the Corporation for the purpose of asking questions of, and receiving answers and information from, such representatives concerning the undersigned’s investment in the Shares. |
The undersigned hereby represents and warrants that the undersigned is purchasing the Shares for the undersigned’s own account for investment purposes and not with a view toward the sale or distribution of all or any part of the Shares. No one other than the undersigned has any beneficial interest in the Shares, except as provided by applicable community property laws.
The undersigned understands that because the Shares have not been registered under the Securities Act, (i) the Shares have the status of securities acquired in a transaction under Section 4(a)(2) of the Securities Act; and (ii) the Shares cannot be sold unless the Shares are subsequently registered or an exemption from registration is available.
The undersigned agrees that the undersigned will in no event sell or distribute all or any part of the Shares unless (i) there is an effective registration statement under the Securities Act and applicable state securities laws covering any such transaction involving the Shares, or (ii) the Corporation receives an opinion of the undersigned’s legal counsel, in form acceptable to the Corporation, stating that such transaction is exempt from registration, or (iii) the Corporation otherwise satisfies itself that such transaction is exempt from registration.
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The undersigned acknowledges that the Corporation has (i) authorized capital of 256,000,000 shares of common stock, and (ii) 148,000,000 shares of common stock issued and outstanding. Accordingly, the Corporation will issue 108,000,000 shares of common stock to the undersigned in accordance with the terms and conditions of this agreement, and upon a sufficient increase in the authorized capital of the Corporation, issue to the undersigned an additional 51,000,000 shares (the “51,000,000 Shares”) of common stock, in accordance with the terms and conditions of this agreement. Notwithstanding the foregoing, if immediately following the issuance of the 51,000,000 Shares, the aggregate percentage ownership of outstanding shares of common stock and securities voting power of the Corporation owned by the undersigned is less than 51.79% (which amount represents the target percentage ownership of the Corporation by the undersigned immediately following the issuance of the 51,000,000 Shares), then the Corporation will issue to the undersigned that additional number of shares of common stock of the Corporation to increase the percentage ownership of outstanding shares of common stock and securities voting power of the undersigned to 51.79%, without the payment of any additional consideration.
The Corporation represents and warrants to the undersigned that the disclosures, including but not limited to the financial statements, disclosed in the Corporation’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015 (the “Form 10-Q”), and filed with the Securities and Exchange Commission (“SEC”) on July 21, 2015: (i) do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form 10-Q; and (ii) such financial statements, and other financial information included in the Form 10-Q, fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation as of, and for, the periods presented in financial statements, and as of the date hereof, except with respect to compensation, loans and other amounts due and owing to William Drury, which has accrued and otherwise increased since March 31, 2015. The Corporation represents and warrants to the undersigned that there are no convertible securities of the Corporation issued or outstanding.
The undersigned consents to (i) the placing of the legend set forth below on the certificate representing the Shares stating that the Shares have not been registered and setting for the restriction on transfer contemplated hereby and (ii) the placing of a stop transfer order on the books of the Corporation and with any transfer agents against the Shares.
A legend, substantially similar to the following, shall be placed on certificates representing the Shares:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES AND STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.
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The undersigned understands that at the present time Rule 144 promulgated pursuant to the Securities Act may not be relied upon for the resale or distribution of the Shares by the undersigned because the Corporation is not current in filing its current and periodic reports with SEC or make information about the Corporation publicly available, there is little and no meaningful public market for the Shares, and the Company is a “shell company” within the meaning of SEC Rule 405, promulgated pursuant to the Securities Act. Moreover, there can be no assurance that the Corporation will in the future register securities, file such reports or make publicly available such information, or that a public market for the Shares will develop.
The undersigned understands that the Corporation has no obligation to the undersigned to register the Shares under the Securities Act and has not represented to the undersigned that it will register the Shares.
I HAVE CAREFULLY READ THE FOREGOING AND UNDERSTAND THAT IT RELATES TO RESTRICTIONS UPON MY ABILITY TO SELL AND/OR TRANSFER THE SHARES.
| Dated: September 30, 2016 | |||
| By: | /s/ Amber Joy Finney | ||
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Amber Joy Finney |
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ACCEPTANCE
The foregoing Subscription Agreement and the consideration reflected therein are hereby accepted.
Dated: September 30, 2016
| CASSIDY VENTURES INC. | ||
| By: | /s/ Amber Joy Finney | |
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Amber Joy Finney |
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| Title: | President | |
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EXHIBIT 31.1
SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF LASH, INC.
I, Amber Joy Finney, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Lash, Inc.; |
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| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
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(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: February 1, 2017 |
By: |
/s/ Amber Joy Finney |
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Amber Joy Finney |
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President and Chief Executive Officer |
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(principal executive officer, principal accounting officer and principal financial officer) |
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EXHIBIT 31.2
SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF LASH, INC.
I, Amber Joy Finney, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Lash, Inc.; |
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| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
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(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: February 1, 2017 |
By: |
/s/ Amber Joy Finney |
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Amber Joy Finney |
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President and Chief Executive Officer |
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(principal executive officer, principal accounting officer and principal financial officer) |
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EXHIBIT 32.1
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF LASH, INC.
In connection with the accompanying Quarterly Report on Form 10-Q of Lash, Inc. for the quarter ended September 30, 2016, the undersigned, Amber Joy Finney, President and Chief Executive Officer of Lash, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) | such Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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(2) | the information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 fairly presents, in all material respects, the financial condition and results of operations of Lash, Inc. |
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Date: February 1, 2017 |
By: |
/s/ Amber Joy Finney |
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President and Chief Executive Officer |
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(principal executive officer, principal accounting officer and principal financial officer) |