Notes to Financial Statements
December 31, 2015
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.
See name change and business model change in Note 6 - 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 December 31, 2015 and June 30, 2015.
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 December 31, 2015 and June 30, 2015.
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.
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 December 31, 2015, 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 2015 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 $18,920,660 at December 31, 2015 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 MISSTATEMENT OF PRIOR QUARTERS FINANCIAL STATEMENTS
During December 2014, the Company issued 13,000,000 shares of the Company’s common stock valued at $18,200,000 or $1.40 per share to compensate various consultants for services to the Company. In-addition during the quarter ending March 31, 2015, some minor adjustments impacting cash and current liabilities were not recorded in the accounting records. The recording of the stock based compensation and other minor entries were inadvertently omitted from the previously filed Form 10Qs for the three and six months ended December 31, 2014 and the nine months ended March 31, 2015. The Company has recorded the misstatements as of June 30, 2015.
The Company is a start-up entity with no revenues and limited resources. The misstatement of stock based compensation is a non-cash item and the other adjustments are not material, which the Company does not believe impacts the quality of the financial statements. The impact on basic and diluted loss per share is $0.13 per share for the three and six months ended December 31, 2014 and the nine months ended March 31, 2015. In accordance with FN76 - FASB Concepts Statement No. 2, Qualitative Characteristics of Accounting Information, the Company’s position is there is a low probability that the judgment of a reasonable person relying upon the financial statements and notes would have been changed or influenced by the correction of the misstatement. We have not amended and do not intend to amend any of our previously filed Quarterly Reports for the periods affected by the misstatement.
The following is the impact of the misstatements on the previously filed quarterly reports for the nine months ended March 31, 2015.
Balance Sheets (Unaudited)
|
|
|
|
|
|
|
|
|
Quarter ended
|
|
|
|
Dec. 31, 2014
|
|
|
Mar. 31, 2015
|
|
Cash
|
|
|
|
|
|
|
Previous reported
|
|
$
|
295
|
|
|
$
|
295
|
|
Adjustment
|
|
|
-
|
|
|
|
1,551
|
|
Total
|
|
$
|
295
|
|
|
$
|
1,846
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
295
|
|
|
$
|
1,846
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Previous reported
|
|
$
|
413,815
|
|
|
$
|
462,909
|
|
Adjustment
|
|
|
-
|
|
|
|
1,636
|
|
Total
|
|
$
|
413,815
|
|
|
$
|
464,545
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
Previous reported
|
|
$
|
135,000
|
|
|
$
|
135,000
|
|
Adjustment
|
|
|
13,000
|
|
|
|
13,000
|
|
Total
|
|
$
|
148,000
|
|
|
$
|
148,000
|
|
|
|
|
|
|
|
|
|
|
Additional paid in capital
|
|
|
|
|
|
|
|
|
Previous reported
|
|
$
|
(24,500
|
)
|
|
$
|
(24,500
|
)
|
Adjustment
|
|
|
18,187,000
|
|
|
|
18,187,000
|
|
Total
|
|
$
|
18,162,500
|
|
|
$
|
18,162,500
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit
|
|
|
|
|
|
|
|
|
Previous reported
|
|
$
|
(524,020
|
)
|
|
$
|
(573,114
|
)
|
Adjustment
|
|
|
(18,200,000
|
)
|
|
|
(18,200,085
|
)
|
Total
|
|
$
|
(18,724,020
|
)
|
|
$
|
(18,773,199
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders' deficit
|
|
|
|
|
|
|
|
|
Previous reported
|
|
$
|
(413,520
|
)
|
|
$
|
(462,614
|
)
|
Adjustment
|
|
|
-
|
|
|
|
(85
|
)
|
Total
|
|
$
|
(413,520
|
)
|
|
$
|
(462,699
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
|
$
|
295
|
|
|
$
|
1,846
|
|
Statements of Operations (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
|
|
|
Six
|
|
|
Three
|
|
|
Nine
|
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
Months Ended
|
|
|
|
Dec. 31, 2014
|
|
|
Dec. 31, 2014
|
|
|
Mar. 31, 2015
|
|
|
Mar. 31, 2015
|
|
Total operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous reported
|
|
$
|
60,711
|
|
|
$
|
113,509
|
|
|
$
|
49,095
|
|
|
$
|
162,604
|
|
Adjustment
|
|
|
18,200,000
|
|
|
|
18,200,000
|
|
|
|
85
|
|
|
|
18,200,085
|
|
Total
|
|
$
|
18,260,711
|
|
|
$
|
18,313,509
|
|
|
$
|
49,180
|
|
|
$
|
18,362,689
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous reported
|
|
$
|
(60,711
|
)
|
|
$
|
(113,509
|
)
|
|
$
|
(49,095
|
)
|
|
$
|
(162,604
|
)
|
Adjustment
|
|
|
(18,200,000
|
)
|
|
|
(18,200,000
|
)
|
|
|
(85
|
)
|
|
|
(18,200,085
|
)
|
Total
|
|
$
|
(18,260,711
|
)
|
|
$
|
(18,313,509
|
)
|
|
$
|
(49,180
|
)
|
|
$
|
(18,362,689
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share as reported
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted as reported
|
|
|
135,000,000
|
|
|
|
135,000,000
|
|
|
|
135,000,000
|
|
|
|
135,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted income (loss) per share as adjusted
|
|
$
|
(0.13
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.13
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted as adjusted
|
|
|
138,250,000
|
|
|
|
136,625,000
|
|
|
|
148,000,000
|
|
|
|
140,361,314
|
|
NOTE 4 RELATED PARTY TRANSACTIONS
As of December 31, 2015 and June 30, 2015, there are loans from a shareholder totaling $65,899 and $65,830 respectively. These advances are unsecured, due on demand and carry no interest or collateral.
On February 1, 2015, the Company entered into a 24 month consulting agreement extension with William Drury, an Officer of the Company and WICAWIBE LLC. 297 President Street, Brooklyn, NY 11231. The agreement expires on January 31, 2017 and the monthly fee is $15,000. Mr. Drury has agreed to defer payment of said fees until the Company receives additional operating capital or upon completion of the extended agreement. As of December 31, 2015 and June 30, 2015, the accrued expense was $525,000 and $435,000, respectively. The Company incurred $45,000 in consulting expense during the three months ended December 31, 2015 and 2014, and $90,000 during the six months ended December 31, 2015 and 2014, pursuant to the consulting agreement.
The officer of the Company could become involved in other business activities as they become available. This could create a conflict between the Company and the other business interests. The Company has not formulated a policy for the resolution of such a conflict should one arise.
NOTE 5 EQUITY TRANSACTIONS
During December 2014, a consultant was granted 5,000,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $7,000,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 3,700,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $5,180,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 100,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $140,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 3,100,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $4,340,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 200,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $280,000 or $1.40 per share. The shares were issued on December 8, 2014.
During December 2014, a consultant was granted 100,000 unregistered shares of the Company’s common stock for services to the Company. The shares were valued at $140,000 or $1.40 per share. The shares were issued on December 8, 2014.
As of December 31, 2015 there are 256,000,000 shares of common stock at par value of $0.001 per share authorized and 148,000,000 issued and outstanding.
NOTE 6 SUBSEQUENT EVENTS
During September 2016, the Company elected to cease all mining activities and focus on a new business model which provides quality eye lash services to customers.
On September 19, 2016, the shareholders of Company approved an increase to the number of authorized shares from 256,000,000 shares to 500,000,000 shares and added 25,000,000 shares of (“blank check”) preferred stock, par value $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 19, 2016, the shareholders of Company approved the sale of 159,000,000 shares of the Company common stock for $0.003144654 per share for an aggregate of $50,000 to Amber Finney, the Company’s president. On November 2, 2016, the Company issued 159,000,000 shares to Ms. Finney to settle the obligation.
On September 28, 2016, William Drury resigned as President, Treasurer and director of the Company. Mr. Drury remains the Company’s Secretary. On October 2, 2016, the board of directors accepted the resignation of Mr. Drury and approved a settlement agreement dated September 29, 2016, which provides a payment of $50,000 in cash and $50,000 in the Company’s common stock to release the Company from all possible claims of accrued salary, independent contractor fees, expense and cost owed to Mr. Drury. As stated in the settlement agreement, $46,500 was paid directly to Mr. Drury on October 5, 2016 and the remaining $3,500 paid directly to an attorney for the legal fees related to the settlement agreement. The shares of the Company’s common stock 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, the Company wrote-off liabilities of approximately $675,000 related to Mr. Drury to the statement of operations during the three months ended September 30, 2016.
On September 28, 2016, Amber Finney was appointed as President, Treasurer and director of the Company.
On October 17, 2016, the shareholders of Cassidy Ventures Inc., approved a name change and approved a 1-for-70 reverse split. Thereafter, Cassidy Ventures Inc. filed a Certificate of Amendment with the State of Nevada, effective on October 19, 2016, changing its name to “Lash, Inc.” and the contemplated 1-for-70 reverse split. On October 28, 2016 and in accordance with SEC Rule 10b-17 and FINRA Rule 6490, the Company 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 30, 2017, the reverse has not been declared effective.