ITEM 1
. BUSINESS
Organization within the last five years.
On September 14, 2009, the Company was incorporated under the laws of the State of Nevada. Until the date of filing of this Annual Report on Form 10-K, we were engaged in the business of acquisition, exploration and development of natural resource properties. On April 17, 2018, under the laws of the State of Nevada, we changed our name from “Lash, Inc.” to “Artisan Consumer Goods, Inc.” On October 19, 2016, under the laws of the State of Nevada, we changed our name from “Cassidy Ventures Inc.” to “Lash, Inc.”
Amber Joy Finney has served as our President and Chief Executive Officer, Treasurer and sole director since September 28, 2016. Ms. Finney is also the holder of 2,271,429 shares of our common stock, amounting to 51.6% of the issued and outstanding shares of our common stock. William Drury has served as our Secretary since February 19, 2013.
William Drury also served as our Treasurer and sole director from February 19, 2013, until September 28, 2016. Mr. Drury also served as our President from July 31, 2015 until September 28, 2016. Keith Fredricks served as our President from February 19, 2013 until July 31, 2015.
As of June 30, 2018, we were authorized to issue 500,000,000 shares of common stock, par value $.001 per share, and 25,000,000 shares of “blank check” preferred stock, par vale $0.001 per share.
We have never earned any revenues.
Our independent auditor has issued an audit opinion which includes a statement raising substantial doubt as to our ability to continue as a going concern.
Our Business – and Immediate Need for Financing
We are in the business of branding, creating, sourcing and distributing artisan consumer packaged goods. The Company’s administrative offices are located at 297 President Street, Brooklyn, New York 11231. We do not conduct any operations at such address. The Company is looking for principal office space, appropriate for the Company’s stage of development, in Gold Bar, Washington.
We require minimum funding of $87,300 for the next twelve months in order to implement our plan of business. After a twelve month period we may require additional financing. If we do not generate sufficient revenue, we may need a minimum of $21,825 additional funds to meet SEC filing requirements. Amber Finney, our President and sole director, has agreed to loan the Company funds. However, she has no firm commitment, arrangement or legal obligation to advance or loan funds to the Company. If we do not generate sufficient revenue and Ms. Finney does not loan the Company funds, we intend to raise these additional funds through private debt or equity financing. We have not commenced any activities to raise these funds. We cannot provide any assurance that we will successfully raise this additional funding. We have no revenues and have incurred losses since inception.
In the event the Company is able to raise $87,300 in financing (or increments of 25%, 50% or 75% of $87,300), the Company plans to use the funds as follows:
Prospective Gross Proceeds Needed
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$
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21,825
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$
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43,650
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$
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65,475
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$
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87,300
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Independent Contractor Professional Fees
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-
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-
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4,500
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6,000
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Advertising
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-
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2,500
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7,500
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10,000
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Logo and brand identity design
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-
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2,500
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4,500
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7,500
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Trademarking Expenses
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-
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2,000
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3,000
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4,500
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Print Design and Production
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-
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1,500
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4,475
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7,500
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Websites / eCommerce Development
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4,125
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5,000
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5,000
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7,500
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Product Ingredients and Packaging
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-
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4,500
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8,500
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15,000
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Product Storage
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1,500
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1,500
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2,000
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Office Rent
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-
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2,400
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2,400
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2,400
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Office Software and Equipment
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-
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1,500
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2,000
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2,500
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Offices Expenses
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600
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1,750
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1,750
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Telephone and Mobile Services
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750
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1,450
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1,450
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EDGAR expenses
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-
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1,200
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1,200
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1,500
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Accounting
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4,200
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4,200
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4,200
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4,200
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Auditor
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5,500
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5,500
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5,500
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5,500
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Legal Services
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4,500
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4,500
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4,500
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4,500
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Transfer Agent
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3,500
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3,500
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3,500
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3,500
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Totals
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$
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21,825
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$
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43,650
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$
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65,475
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$
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87,300
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Initial Focus of our Business
The company’s initial focus will be on achieving growth through aggressive product development and commercialization. Our long-term objective is to build a diverse portfolio of artisan consumer packaged brands. To meet this objective, the Company is currently engaging in concept development and analysis. We plan to begin production, market testing and commercialization of our brands as soon as we obtain financing.
The Company’s corporate website is planned to reside at ArtisanConsumerGoods.com. We have registered additional domains for certain products, however, we may choose not to use those domains pending market testing and other go-to-market strategy inputs.
We expect that the development and testing phase will take eight months to complete. We anticipate that it will take a further fourth months to see our products for sale online.
Consumer packaged goods (“CPG”), also sometimes classified as fast-moving consumer products, “FMCP,” are a category of goods consumed frequently by consumers. This category consists of goods that typically are replaced often (as compared to durable goods, which are used for extended periods of time). Examples of CPGs are personal hygiene, packaged food and drinks, clothing, makeup, tobacco, alcoholic beverages, and household cleaning products.
Artisan goods are by definition, made in a traditional or non-mechanized way using high-quality ingredients and are especially one that involves making things by hand.
Artisan goods are created using time tested techniques that have been passed down from craftsperson to craftsperson.
Often made in smaller quantities or “small batch,” we believe that today’s consumers have a desire, for higher quality, socially conscious, environmentally friendly, organic, table to table goods. We seek out the creation of products that are made in the artisan tradition and facilitates the making, marketing, packaging, and delivery of these products. We plan to focus on consumer driven packaging, delivery, and service.
Our
Products
and
Services
We plan to launch the Company with diverse product lines that address high-value consumer segments within our target audience. Some of our planned products are as follows:
Salish
Seasons
SalishSeasons.com
We plan on assembling a sampling of indigenous Salish flavors and spices. These spices will be packaged for individual sale and as a “pantry starter gift pack” that is bundled with a spice rack. Indigenous Salish flavors are those that existed in the traditional harvest zone of the American Indian nations who inhabited the Northwest U.S.A. and Southwest Canada during the ingredients. They are gathered, grown, ground fresh, and packaged for sale in the Pacific Northwest.
Heirloom
Grove
Heirloomgrove.com
Our Heirloom Grove brand is planned to include sauces, jams, compotes, and other canned fruit products sourced from organic, world-renowned orchards and groves of Washington state. Product packaging and social media promotion of Heirloom Grove will connect consumers with real artisans and farmers and their communities. The stories behind the brand will highlight the fair trade practices of these farmers and artisans, in a stark and refreshing contrast to the practices of large-scale megafarms and agriculture conglomerates.
Carefully
Cooked
CarefullyCooked.com
We plan on developing a line of carefully produced and gourmet pantry starter foods. We envision these soups and baking mixes to be hand-crafted in small batches, using superior cooking methods and high-quality ingredients. Patience and attention to detail is what Carefully Cooked is all about. This product line will feature jarred artisan soups and boxed baking mixes of classic, timeless “comfort food” flavors such as French Onion, Lobster Bisque, and Creamy Oyster Stew.
Herb
Infused
Coconut
Oil
(HerbInfusedCoconutoil.com,
HerbCoconutoil.com,
Coconutoilrefined.com)
Enjoy all the benefits of coconut oil without the coconut flavor. Our herb-infused, flavorless, and refined liquid coconut oils are a healthy alternative to traditional cooking oils, oil-based marinades and dressings. Naturally rich in medium chain triglycerides (“MCTs”) or medium chain fatty acids, our oils are more easily digested and processedin the liver than other fats. We believe that MCTs fuel the brain and body while creating a thermogenic effect, aiding in caloric burn. As a favorite feature of ketogenic diets, we believe that MTCs make it much easier to get into and stay in ketosis.
Environmentally
Safe, High-end Cleaning
Products
Our line of “earth-conscious” cleaning products offer artisan craftsmanship in an innovative package that is easy to transport, simple to use, and safe to store. Our distinctively fragranced, expert-crafted products are free of harsh chemicals such as ammonia, bleach, dyes, formaldehyde, parabens, & phthalates. Artisan Consumer Goods cleaning products are designed for the health and safety of our planet and its inhabitants.
Quinoa
Pilaf
PilafQuinoa.com
Seasoned Quinoa dishes combine nutrition, convenience, and taste. Pairing the freshest high-quality seasonings, organic dried bone broths, vegetables, and nuts. With ethically-sourced, pre-washed, and delicious alternative to plain Quinoa, Artisan Consumer Goods takes the guesswork and time out of including this super seed into your diet. Native to western South America, protein and fiber rich Quinoa has been consumed for over 4,000 years, and is known today as an “ancient grain.” In fact, Quinoa is not a grain but a seed that provides 5 more grams of fiber and double the protein of rice, with a delightful crunch and a subtle nutty flavor. Sample Quinoa Pilaf flavors may include: Vegetable Medley, Mushroom, Shallot, Parmesan, Mediterranean, and Tomato Basil.
The
Market
Consumer packaged
goods (“CPG”), also sometimes classified as fast-moving consumer products, are a category of goods consumed often by households and individuals. This category consists of goods that are replaced regularly, as compared to durable goods, like appliances or automobiles, which are used over longer periods of time). Some basic examples of CPGs are food and beverages, clothing, tobacco, and household products.
CPGs are intended to be used quickly and are often sold at a relatively low cost. As the name implies, they usually come in some form of packaging that can be displayed on the shelves of retail businesses.
Cosmetics are an example of a consumer packaged good. Like most CPGs, they typically have a limited shelf life; the product deteriorates over time or if exposed to temperature fluctuations. Sold in individual packages at fairly low prices, cosmetics like lipsticks, foundation, blush and eyeshadow are used daily, requiring frequent replenishment.
Prospective Buyers of our Products
Our products will appeal to consumers who, when shopping for goods, seek additional emotional, psychological, or practical benefits, and are willing to pay for those benefits. April 2015 research from Deloitte found that consumers will pay premiums of between 19% and 33% for products with benefits such as:
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easier to use, carry, or store;
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healthier version of a product;
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the option to customize or personalize;
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“craft” versions of food and beverages;
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a new, innovative product; and
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an improved version of an existing product.
1
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1
http://www2.deloitte.com/content/dam/Deloitte/us/Documents/consumer-business/us-cb-2015-america n-pantry-study.pdf.
Our target consumers have higher-than-average discretionary incomes, but are focused on value when selecting products to purchase. They are loyal to brands with which they feel an emotional, or even an ideological, connection. When they evaluate premium-priced products, they consider the opinions of peers and trusted experts. They also endeavor to know the story behind the brand, and the journey the product took, from raw materials to the store shelf.
Geographic Market Growth
Our research has found that a thoughtful approach to geographic market selection will be an important element to the execution of our business plan. For example, in the United States, the overall compound annual growth rate (“CAGR”) of beer consumption is 1.1%. But many metropolitan markets (predominantly in the South and West) are seeing CAGR greater than 2%, with a handful of markets (like Prescott, Arizona) seeing CAGRs of over 3%.
2
The variance in geographic market growth rates will play a central role in our go-to-market approach. For example, we will leverage geo-targeting capabilities of our online marketing vendors to ensure our marketing dollars are spent in growing markets with expanding populations of our target consumers.
Nature of Competition
The CPG market is highly competitive. This is primarily due to low consumer switching costs, and relatively low barriers to entry for suppliers. In 2016, there were 21,435 new product introductions in the food and beverage market in the U.S. This figure nearly doubles the quantity of new food and beverage product introductions in 1998, according to Mintel’s Global New Product Database (“GNPD”).
3
In recent years, there has been a macro trend of small-to-midsize CPG companies taking share from large players. These large players lacked the incentive and the know-how to pursue market opportunities that did not meet certain thresholds for scalable revenue growth.
April 2016 research from Information Resources Inc. and Boston Consulting Group found that “U.S. sales of consumer packaged goods in 2015 rose by 3.1 percent, to $670 billion, a pace last achieved in 2012. It also found that small companies (less than $1 billion in sales) and midsized companies ($1 billion to $5 billion) accounted for 46.4 percent of total CPG sales, a 0.5 percentage-point gain since 2014, and 2.7 percentage point gain since 2011. That translates into a more than $18 billion shift in market share [from 2011 through 2015].”
4
This success of smaller CPG firms at the expense of their larger rivals has not gone unnoticed. Many of the established incumbents have begun to invest in, or acquire outright, their smaller competitors.
Market Size
The global market for consumer packaged goods is projected to grow from $8 trillion in 2014 to $14 trillion in 2025.
5
The North American packaged foods market is projected to grow from $416.9 billion in 2014 to $440.3 billion in 2019.
6
Although overall growth in recent years has been relatively slow in North America, significant growth exists in certain product categories, geographies, and distribution channels (or combinations of these).
_________________
2
http://www.mckinsey.com/industries/consumer-packaged-goods/our-insights/three-myths-about-growth -in-consumer-packaged-goods
3
http://www.ers.usda.gov/topics/food-markets-prices/processing-marketing/new-products/
4
http://www.iriworldwide.com/IRI/media/IRI-POV-Growth-Leaders.pdf
5
http://www.mckinsey.com/industries/consumer-packaged-goods/our-insights/three-myths-about-growth
6
http://www.slideshare.net/BloombergLP/consumergoods-slidesharefinal
We have not found any authoritative market sizing estimates for the artisan food category. We believe this is due to both category nascence and the lack of commonly-accepted industry definitions.
Competition
The level of competition in the artisan consumer packaged goods is extremely high. Many of our established competitors have developed a brand following which would make our potential customers prefer their products over ours. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers, which would leave us at a disadvantage. The principal competitive factors in our industry are public taste and diet, pricing and quality of food. We will be in a market where we compete with many domestic and international companies offering similar food products. We will be in direct competition with them. Many large companies will be able to provide their products through established distribution channels. Many of these companies may have a greater, more established customer base than we do. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better prices for similar food products as ours, which may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.
The Company has not yet entered the market and has no market penetration to date. The Company is aware of the following businesses, which may compete in the artisan consumer packaged goods business:
Bai
Brands,
LLC
http://www.drinkbai.com/
Bai Brands, LLC is focused solely on the specialty beverage market. It was founded in 2009 and sold to Dr. Pepper Snapple Group in November 2016 for $1.7 billion. It continues to operate as a wholly-owned subsidiary of Dr. Pepper Snapple Group.
KIND
Snacks
http://www.kindsnacks.com/
KIND is a private company founded in 2004. In November 2017, it completed its first round of funding, led by Mars. In 2016, KIND was granted permission from the FDA to resume using the word “healthy” on it’s product packaging; one year earlier, the FDA had evaluated KIND’s products as below the “healthy” nutritional threshold).
WhiteWave
Foods
http://www.whitewave.com/
Acquired by French conglomerate Danone in 2017 for $12.5B USD, the WhiteWave Foods Company engages in the manufacture, marketing, distribution, and sale of plant-based foods and beverages, coffee creamers and beverages, and dairy products in North America and Europe. We believe ACG differs from these competitors in two primary ways:
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We believe our “online-first, telesales-second” distribution method will ultimately prove more efficient than resource-intensive “feet on the street” methods traditionally used in the CPG industry; and
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We are building product diversification into our business model from inception. Diversification allows us to test a wider range of consumer markets.
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We believe the combination of diversification and efficient distribution will allow ACG to rapidly test our way into (or out of) new consumer markets, and operate more nimbly than our competition. We believe this ultimately will translate into greater shareholder value over time.
Marketing
Branding
and
Packaging
Because ACG is a purveyor of premium artisan products, manifestations of the brand will create and reinforce the consumer’s perception of quality, integrity and trustworthiness. We will communicate these positive brand attributes to consumers through:
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Products that work as advertised;
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High integrity in how we do business with consumers, retailers, and suppliers; and
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Engaging and inviting packaging that reminds consumers of our focus on artisans.
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Below are some examples of how our packaging will support consumer perceptions of quality, integrity and trustworthiness:
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Use of matte finish versus gloss on paper and cardboard;
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Use of packaging methods that demonstrate a human was involved in the assembly of the package;
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Limited use of dyes and other packaging elements that are adverse to the environment;
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Clever and engaging copy writing; and
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Hand-written batch numbers and expiration dates.
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Go-To-Market
Phase
One:
Online
Distribution
Phase One of our go-to-market will focus exclusively on establishing online distribution for our products. We will offer our products through leading consumer e-Commerce platforms and promote them through digital advertising and social media channels.
Paid
Media
Initially, we will concentrate our online marketing dollars on a small number of U.S. metropolitan areas with high densities of our target customers. As we grow our customer base, we will append our purchase data with additional demographic information, which we will sourced from third party consumer data firms. Analyzing these enriched data sets will help us answer two key go-to-market questions:
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Which metropolitan areas contain sufficiently high concentrations of “look-alikes” (
e.g.
, consumers with similar demographic profiles to our customer base) to make these metro areas attractive targets for marketing investment.; and
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Within the markets we are currently targeting, where (
e.g.
, at the ZIP/postal code or neighborhood level) should we focus our brick-and-mortar distribution efforts in Phase Two?
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Earned
Media
Connecting with our consumers through social media will be an important element of our business growth strategy. According to a recent study, approximately 71% of consumers who have had a good social media service experience with a brand are likely to recommend it to others.
7
Another study of 1,000 consumers found that approximately 48% want to purchase from brands that are responsive to their customers on social media.
8
For example every time we ship in order to Los Angeles, we should include a slip with the order encouraging the purchaser to share their purchase with local specific hashtags, such as hashtag Los Angeles Artisan Foods.
_______________________
7
http://www.getambassador.com/blog/social-customer-service-infographic
8
http://www.socialmediaexaminer.com/how-consumers-respond-to-brands-on-social-media-new-research/
Go-To-Market
Phase
Two:
Brick
and
Mortar
Phase Two of our go-to-market involves the following components:
Retail
Store
Targeting
We will leverage our third-party-enriched purchase data to create detailed demographic profiles of our customers (
e.g.
, household income, age, discretionary spending) and their look-alikes within the markets we are currently targeting through online advertising.
Within the geographies we are targeting with ad spend, we will then identify concentrations (
e.g.
, cities, ZIP/postal codes, and neighborhoods) of our customers and their demographic look-alikes.
We will then use third-party data sources to build target lists of retail locations in proximity to our customers ( and/or their demographic “look-alikes”) within markets currently targeted through online advertising.
Finally, we will enable our telesales function to provide high-level insights to their retail distributors on how our products are selling, and what other products our high-value customers may be looking for when shopping for consumer staples.
Sales
Our company will focus on the distribution of small-batch consumer goods through direct-to-consumer channels and high-end brick-and-mortar retail locations.
We expect revenue to come principally from three sources:
Revenue
derived
from
direct-to-consumer
channels
During Phase One of our go-to-market, we will sell through leading direct-to-consumer platforms such as Amazon.com and other platforms that reach our target audience. We will support the eCommerce channels with paid and earned (
i.e.
, social) media.
Revenue
derived
from
brick-and-mortar
channels
Using insights from our direct-to-consumer efforts in Phase One, Phase Two will involve deployment of a centrally managed telesales, which will be responsible for:
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Signing up new retailers - introductory call, market and consumer insight, business case, initial/trial order placement;
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Onboarding new retailers - setting up ACG in retailer’s procurement process, setting up retailer in ACG order management process, training retailer on placing and receiving orders.; and
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Ongoing account management - helping existing retailers optimize sales of existing SKUs, introduce new SKUs, delivering market-level insights, and expanding the relationship (
e.g.
, adding new store locations.
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Revenue
derived
from
emerging
artisan
products
companies
Once we have established the ACG brand, built our manufacturing hub, and created a network of online and offline distributors, we expect to become a launching platform for emerging artisan products. These firms will pay ACG upfront fees for access to our manufacturing hub and distributor network, and consultations on go-to-market strategy.Subsequent product sales will also be subject to revenue sharing agreement.
Patents, trademarks, licenses, franchise restrictions and contractual obligations & concessions.
We have not entered into any franchise agreements or other contracts that have given, or could give rise to, obligations or concessions. We are planning to develop our website and intend to protect its contents by registering for appropriate copyright and trademark protection where our management deems such registration necessary or beneficial. We have not conducted any independent searches or other inquiry into patents or other intellectual property which may be owned by others and which may constrain our business plan, nor have we received independent opinions of counsel on such matters. Beyond our trade name, we do not hold any other intellectual property rights.
Compliance with Government Regulation
The FDA regulates all food and cosmetic product for sale for interstate commerce. We plan on complying with all regulations set forth by all governmental authorities and regulatory bodies for which we are responsible. We do not currently plan on registering an FDA facility and instead are planning on renting already registered. We do not currently plan on offering meat, poultry or egg products which would require regulation from the USDA.
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.
We do not believe that government regulation will have a material impact on the way we conduct our business, however, any government regulation imposing greater fees for Internet use or restricting information exchange over the Internet could result in a decline in the use of the Internet and the viability of Internet-based services, which could harm our business and operating results.
Research and Development Activities and Costs
We have not incurred any research and development costs to date. We have plans to undertake certain research and development activities during the first 12 months following the date of this prospectus related to the development of our website.
Employees and Employment Agreements
Amber Finney, our President and a director, is our sole employee, and she currently works full time on Company matters. We have no agreement with Ms. Finney regarding her performance of duties for the Company. William Drury, our Secretary, serves solely in his capacity as Secretary and does not work on day-to-day Company operations.
Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
Facilities
We currently do not rent any real property or offices. Our current administrative business address is 297 President Street, Brooklyn, New York 11231. We do not conduct any operations at such address. The Company is looking for principal office space, appropriate for the Company’s stage of development, in Gold Bar, Washington.
ITEM 1A. RISK FACTORS
RISKS RELATING TO OUR COMPANY
Our auditors have expressed substantial doubt about our ability to continue as a going concern.
Our audited financial statements for the year ended June 30, 2018, were prepared assuming that we will continue our operations as a going concern. We were incorporated on September 14, 2009, and do not have a history of earnings. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
There is uncertainty regarding our ability to continue as a going concern, indicating the possibility that we may be required to curtail or discontinue our operations in the future. If we discontinue our operations, you may lose all of your investment.
We have incurred an accumulated deficit of $(19,117,905) from our inception on September 14, 2009, to June 30, 2018, and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any substantive revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. We anticipate that our current cash assets will be extinguished by December 31, 2018. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. If we are unable to obtain additional financing from outside sources and eventually produce enough revenues, we may be forced to sell our assets, or curtail or discontinue our operations. If this happens, you could lose all or part of your investment.
We are in an early stage of development. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.
We were incorporated on September 14, 2009. Our website, which we intend to be our sole vehicle for generating revenues, is incomplete. We have few customers, and we have not earned any revenues to date. Our business prospects are difficult to predict because of our limited operating history, early stage of development, and unproven business strategy. Our primary business activities will be focused on the development, marketing and sales of artisan consumer packaged goods. Although we believe that our business plan has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your investment.
We expect to suffer losses in the immediate future that may cause us to curtail or discontinue our operations.
We expect to incur operating losses in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development of our social networking website and our business operations, generally. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will almost certainly fail.
We may not be able to execute our business plan or stay in business without additional funding.
Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.
If our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.
Our success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those we expect to incur as a publicly reporting company), for website marketing and development expenses, and for administrative expenses, which management estimates to be approximately between $25,000 and $45,000 over the next twelve months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.
Any significant disruption in our website presence or services could result in a loss of customers.
Our plans call for our customers to access our service through our website. Our reputation and ability to attract, retain and serve our customers will be dependent upon the reliable performance of our website, network infrastructure and fulfillment processes (how we deliver services purchased by our customers). Prolonged or frequent interruptions in any of these systems could make our website unavailable or unusable, which could diminish the overall attractiveness of our subscription service to existing and potential customers.
Our servers will likely be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead to interruptions and delays in our service and operations and loss, misuse or theft of data. It is likely that our website will periodically experience directed attacks intended to cause a disruption in service, which is not uncommon for web-based businesses. Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation. Efforts to prevent hackers from entering our computer systems are expensive to implement and may limit the functionality of our services. Any significant disruption to our website or internal computer systems could result in a loss of subscribers and adversely affect our business and results of operations.
We are in a competitive market which could impact our ability to gain market share which could harm our financial performance.
The business of artisan consumer packaged goods is very competitive. Barriers to entry are relatively low, and we face competitive pressures from numerous companies that have existed and been successful in this general market space for many years. There are a number of successful businesses operated by proven companies that offer artisan consumer packaged goods, such as we do, which may prevent us from gaining enough market share to become successful. These competitors have existing customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already established competitors to our service. If we cannot gain enough market share, our business and our financial performance will be adversely affected.
We are a small company with limited resources relative to our competitors and we may not be able to compete effectively.
The artisan consumer packaged goods businesses of our competitors have longer operating histories, greater resources and name recognition, and a larger base of customers than we have. As a result, these competitors will have greater credibility with our potential customers. They also may be able to adopt more aggressive pricing policies and devote greater resources to the development, promotion, and sale of their services than we may be able to devote to our services. Therefore, we may not be able to compete effectively and our business may fail.
The loss of the services of our President and sole director, Amber Finney, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our business and sell our services.
The development of our artisan consumer packaged goods business will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our Amber Finney, who is developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives. The loss of the services of either Ms. Finney or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services, which could adversely affect our financial results and impair our growth.
We process, store and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy. Our actual or perceived failure to comply with such obligations could harm our business.
We receive, store and process personal information and other user data, including credit card information for certain users. There are numerous federal, state and local laws around the world regarding privacy and the storing, sharing, use, processing, disclosure and protection of personal information and other user data, the scope of which are changing, subject to differing interpretations, and may be inconsistent between countries or conflict with other rules. We generally comply with industry standards and are subject to the terms of our privacy policies and privacy-related obligations to third parties (including, in certain instances, voluntary third-party certification bodies such as TRUSTe). It is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to users or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation or negative publicity and could cause our users and advertisers to lose trust in us, which could have an adverse effect on our business. Additionally, if third parties with whom we work, such as advertisers, vendors or developers, violate applicable laws or our policies, such violations may also put our users’ information at risk and could have an adverse effect on our business.
Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.
We are subject to a variety of laws in the United States and abroad, including laws regarding data retention, privacy, distribution of user-generated content and consumer protection, that are frequently evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly outside the United States. For example, laws relating to the liability of providers of online services for activities of their users and other third parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. In addition, regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection and other matters that may be applicable to our business. It is also likely that if our business grows and evolves and our solutions are used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.
If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products or features, which would negatively affect our business. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred to prevent or mitigate this potential liability could also harm our business and operating results.
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”
We incur costs associated with SEC reporting compliance, which may significantly affect our financial condition.
The Company made the decision to become an SEC “reporting company” in order to comply with applicable laws and regulations. We incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $25,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding.
However, for as long as we remain an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company.”
We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31.
After, and if ever, we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of the Sarbanes-Oxley Act.
RISKS ASSOCIATED WITH OUR SECURITIES
There is no liquidity and no established public market for our common stock and it may be difficult to sell your shares.
Although our shares of common stock are quoted on the OTC Pink tier of the OTC Markets Group Inc. under the symbol “ARRT”, there has been little trading market for our securities and a meaningful public market may never develop, or, if any meaningful market does develop, it may not be sustained. There can be no assurance that any meaningful market for our stock will develop for our common stock.
Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
Under U.S. federal securities legislation, our common stock constitute “penny stock”. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance 500,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock. As of the date of this prospectus, the Company had 4,400,000 shares of common stock, and no shares of preferred stock, issued and outstanding. Accordingly, we may issue up to an additional 595,600,000 shares of common stock and 25,000,000 shares of preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
Our insiders beneficially own a significant portion of our stock, and accordingly, may have control over stockholder matters, our business and management.
As of the date of this prospectus, our officers and directors beneficially own 2,952,860 shares of our common stock in the aggregate, or 67.1% of our issued and outstanding shares of common stock. Amber Finney alone holds 2,271,426 shares, or 51.6%, of our issued and outstanding common stock. Therefore, our officers and directors will have, and Ms. Finney, alone, has, significant influence to:
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Elect or defeat the election of our directors;
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Amend or prevent amendment of our articles of incorporation or bylaws;
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effect or prevent a merger, sale of assets or other corporate transaction; and
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affect the outcome of any other matter submitted to the stockholders for vote.
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Moreover, because of the significant ownership position held by our insiders, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.
In addition, sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.
Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.
The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of our common stock.
Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.
Though not now, in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:
(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.
The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.
If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.
Nevada’s control share law may have the effect of discouraging takeovers of the corporation.
In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.
The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors.
Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.