0001477932-23-003345.txt : 20230512 0001477932-23-003345.hdr.sgml : 20230512 20230512162146 ACCESSION NUMBER: 0001477932-23-003345 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 37 CONFORMED PERIOD OF REPORT: 20230331 FILED AS OF DATE: 20230512 DATE AS OF CHANGE: 20230512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Artisan Consumer Goods, Inc. CENTRAL INDEX KEY: 0001530425 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 261240056 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-54838 FILM NUMBER: 23916130 BUSINESS ADDRESS: STREET 1: 999 N NORTHLAKE WAY STE 203 CITY: SEATTLE STATE: WA ZIP: 98103 BUSINESS PHONE: 206-537-7141 MAIL ADDRESS: STREET 1: 999 N NORTHLAKE WAY STE 203 CITY: SEATTLE STATE: WA ZIP: 98103 FORMER COMPANY: FORMER CONFORMED NAME: Lash, Inc. DATE OF NAME CHANGE: 20170926 FORMER COMPANY: FORMER CONFORMED NAME: Cassidy Ventures Inc. DATE OF NAME CHANGE: 20110919 10-Q 1 arrt_10q.htm FORM 10-Q arrt_10q.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(MARK ONE)

 

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

 

For the quarterly period ended March 31, 2023

 

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

 

ARTISAN CONSUMER GOODS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

26-1240056

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

999 N Northlake Way Ste 203

Seattle, Washington 98103-3442

(Address of principal executive offices, zip code)

 

(206) 517-7147

(Registrant’s telephone number, including area code)

 

____________________________________________________________ 

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 Common

 ARRT

 OTC Markets

 

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 ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting company

 

 

Emerging growth company

 

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

 

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

 

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 ☐    No ☐

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of May 12, 2023, there were 4,400,048 shares of common stock, $0.001 par value per share, outstanding.

 

 

 

 

ARTISAN CONSUMER GOODS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED MARCH 31, 2023

 

INDEX

 

Index

 

 

Page

 

 

 

 

 

 

Part I. Financial Information

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

4

 

 

 

 

 

 

 

Balance Sheets as of March 31, 2023 and June 30, 2022 (unaudited).

 

4

 

 

 

 

 

 

 

Statements of Operations for the three and nine months ended March 31, 2023 and 2022 (unaudited).

 

5

 

 

 

 

 

 

 

Statements of Changes in Stockholders’ Deficiency for the three and nine months ended March 31, 2023 and 2022 (unaudited).

 

6

 

 

 

 

 

 

 

Statements of Cash Flow for the nine months ended March 31, 2023 and 2022 (unaudited).

 

7

 

 

 

 

 

 

 

Notes to Financial Statements (unaudited).

 

8

 

 

 

 

 

 

Item 2.

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

 

11

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

13

 

 

 

 

 

 

Item 4.

Controls and Procedures.

 

13

 

 

 

 

 

 

Part II. Other Information

 

 

 

 

 

 

 

Item 1.

Legal Proceedings.

 

14

 

 

 

 

 

 

Item 1A.

Risk Factors

 

14

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

14

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

14

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures.

 

14

 

 

 

 

 

 

Item 5.

Other Information.

 

14

 

 

 

 

 

 

Item 6.

Exhibits.

 

15

 

 

 

 

 

 

Signatures

 

16

 

 

 
2

Table of Contents

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q of Artisan Consumer Goods, 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 to product demand, market and customer acceptance, competition, pricing, the exercise of the control over us by Amber Joy Finney, the Company’s sole officer and director and majority shareholder, and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions; 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.

 

 
3

Table of Contents

   

ARTISAN CONSUMER GOODS, INC.

Balance Sheets (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

2023

 

 

June 30,

2022

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$2,157

 

 

$13,555

 

Accounts Receivable

 

 

833

 

 

 

-

 

Inventory

 

 

-

 

 

 

8,224

 

Total current assets

 

 

2,990

 

 

 

21,779

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Intellectual property (net of accumulated amortization of $5,125 and $2,875) as of March 31, 2023 and June 30, 2022, respectively

 

 

3,875

 

 

 

6,125

 

Trademarks

 

 

1,000

 

 

 

1,000

 

Total other assets

 

 

4,875

 

 

 

7,125

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$7,865

 

 

$28,904

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficiency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$49,968

 

 

$45,685

 

Accrued expenses

 

 

48,250

 

 

 

48,286

 

Related party loans

 

 

165,666

 

 

 

154,216

 

Total current liabilities

 

 

263,884

 

 

 

248,187

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders' deficiency:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 25,000,000 shares authorized, -0- preferred stock shares issued and outstanding as of March 31, 2023 and June 30, 2022

 

 

-

 

 

 

-

 

Common stock, $0.001 par value, 500,000,000 shares authorized 4,400,048 issued and outstanding as of as of March 31, 2023 and June 30, 2022

 

 

4,400

 

 

 

4,400

 

Additional paid-in capital

 

 

18,984,200

 

 

 

18,984,200

 

Stock to be issued

 

 

9,188

 

 

 

7,543

 

Accumulated deficit

 

 

(19,253,807)

 

 

(19,215,426)

Total stockholders' deficiency

 

 

(256,019)

 

 

(219,283)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficiency

 

$7,865

 

 

$28,904

 

            

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

 

 
4

Table of Contents

 

ARTISAN CONSUMER GOODS, INC.

Statements of Operations (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

March 31,

2023

 

 

March 31,

2022

 

 

March 31,

2023

 

 

March 31,

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$11

 

 

$-

 

 

$7,445

 

 

 

-

 

Cost of Revenue

 

 

3,635

 

 

 

-

 

 

 

9,400

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

(3,624)

 

 

-

 

 

 

(1,955)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

$315

 

 

$245

 

 

 

1,645

 

 

 

1,225

 

Professional fees

 

 

6,768

 

 

 

2,968

 

 

 

23,899

 

 

 

21,146

 

General and administrative expenses

 

 

603

 

 

 

164

 

 

 

8,668

 

 

 

1,720

 

Amortization expense

 

 

750

 

 

 

750

 

 

 

2,250

 

 

 

2,125

 

Total operating expenses

 

 

8,436

 

 

 

4,127

 

 

 

36,462

 

 

 

26,216

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating income (loss)

 

 

(12,060)

 

 

(4,127)

 

 

(38,417)

 

 

(26,216)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

21

 

 

 

150

 

 

 

36

 

 

 

21

 

Total Other income (expense)

 

 

21

 

 

 

150

 

 

 

36

 

 

 

21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(12,039)

 

$(3,977)

 

$(38,381)

 

$(26,195)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per share

 

$(0.00)

 

$(0.00)

 

$(0.01)

 

$(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

 

4,400,048

 

 

 

4,400,048

 

 

 

4,400,048

 

 

 

4,400,048

 

 

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

 

 
5

Table of Contents

 

ARTISAN CONSUMER GOODS, INC.

Statements of Changes in Stockholders' Deficiency (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Preferred Stock

 

 

Additional

 

 

Common

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Paid-In

 

 

Stock

 

 

Accumulated

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

To Be Issued

 

 

Deficit

 

 

Deficiency

 

For the Three Months Ended March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2021

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$7,053

 

 

$(19,199,107)

 

$(203,454)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

245

 

 

 

 

 

 

 

245

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,977)

 

 

(3,977)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2022

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$7,298

 

 

$(19,203,084)

 

$(207,186)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$6,073

 

 

$(19,176,889)

 

$(182,216)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,225

 

 

 

 

 

 

 

1,225

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(26,195)

 

 

(26,195)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2022

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$7,298

 

 

$(19,203,084)

 

$(207,186)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2022

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$8,873

 

 

$(19,241,768)

 

$(244,295)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

315

 

 

 

 

 

 

 

315

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(12,039)

 

 

(12,039)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2023

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$9,188

 

 

$(19,253,807)

 

$(256,019)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 06/30/2022

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$7,543

 

 

$(19,215,426)

 

$(219,283)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,645

 

 

 

 

 

 

 

1,645

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(38,381)

 

 

(38,381)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2023

 

 

4,400,048

 

 

$4,400

 

 

 

-

 

 

$-

 

 

$18,984,200

 

 

$9,188

 

 

$(19,253,807)

 

$(256,019)

                                               

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

 

 
6

Table of Contents

 

ARTISAN CONSUMER GOODS, INC.

Statements of Cash Flow (Unaudited)

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 

March 31,

2023

 

 

March 31,

2022

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income (loss)

 

$(38,381)

 

$(26,195)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Amortization expense

 

 

2,250

 

 

 

2,125

 

Stock based compensation

 

 

1,645

 

 

 

1,225

 

Fair value adjustment for shares issued from settlement agreement (Note 3)

 

 

(36)

 

 

(21)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(833)

 

 

-

 

Inventory

 

 

8,224

 

 

 

-

 

Accounts payable

 

 

(5,717)

 

 

(2,812)

Net cash used in operating activities

 

 

(32,848)

 

 

(25,678)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Asset purchase of Within / Without Granola

 

 

-

 

 

 

(10,000)

Net cash used in investing activities

 

 

-

 

 

 

(10,000)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from related party advances

 

 

21,450

 

 

 

51,719

 

Net cash provided by financing activities

 

 

21,450

 

 

 

51,719

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(11,398)

 

 

16,041

 

Cash - beginning of the year

 

 

13,555

 

 

 

901

 

Cash - end of the year

 

$2,157

 

 

$16,942

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures:

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income taxes

 

$-

 

 

$-

 

 

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

 

 
7

Table of Contents

 

Artisan Consumer Group, Inc.

Notes to Financial Statements (Unaudited)

As of March 31, 2023 and June 30, 2022

 

NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Artisan Consumer Goods, 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 999 N Northlake Way Ste 203, Seattle, Washington 98103-3442.

 

The Company had previously acquired mineral properties located in the Thunder Bay mining district, Province of Ontario, Canada but never determined whether these properties contain reserves that are economically recoverable. As of June 30, 2015, the Company ceased our exploration operations in the Thunder Bay mining district due to a lack of funds. As of September 30, 2018, the Company ceased pursuing all mining exploration.

 

The Company acquired the Within / Without Granola (“WWG”) brand on July 15, 2021 form Paleo Scavenger, LLC for $10,000. During June 2022, the Company restarted the manufacturing process for the Within / Without Granola products. The Company generated the first sales since inception during August 2022. The Company is currently selling the original and maple flavored granola products on Shopify. During February 2023, the inventory from the first run the Within / Without Granola products expired and the remaining inventory was written off.  The Company is searching for a new manufacturer to produce smaller batches of the Within / Without Granola products. As of March 31, 2023, a new manufacturer has not been engaged.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s unaudited consolidated financial statements have been prepared on an accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America (US GAAP) for interim financial information applicable for a going concern, which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of the business, and in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. Certain information and disclosures included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations.

 

In the opinion of management, the consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

 

The results for the nine months ended March 31, 2023 are not necessarily indicative of the results of operations for the full year. These unaudited financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022 filed with the Securities and Exchange Commission on September 30, 2022.

 

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 March 31, 2023.

 

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

  

Accounts Receivable

 

Accounts receivables are recorded at the invoiced amount and are stated net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable. The allowance is based on historical collection data and current franchisee information. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. At March 31, 2023, no allowance for doubtful accounts was deemed necessary. The accounts receivable balance was $833 at March 31, 2023 and December 31, 2021.

 

Inventory

 

Inventory is stated at the lower of cost (FIFO: first-in, first-out) or market. The cost of inventory includes the cost of raw materials and freight. During June 2022 the Company purchased its first inventory of the original and maple flavored products for $16,449. At June 30, 2022, it was determined the fair value of the inventory was overstated and the Company recorded an impairment charge of $8,225 at June 30, 2022. During February 2023, the inventory from the first run the Within / Without Granola products expired and the remaining inventory balance of $2,541 was written off. A new production run has not been scheduled. At March 31, 2023 and June 30, 2022, the Company’s inventory was $-0- and $8,224, respectively.

 

 
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Basic Earnings (loss) per Share

 

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

 

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

 

Share Based Compensation

 

The Company accounts for share-based compensation in accordance with the fair value recognition provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 and No. 505. The Company issues restricted stock to employees and consultants for their services. Cost for these transactions are measured at the fair value of the equity instruments issued at the date of grant. These shares are considered fully vested and the fair market value is recognized as an expense in the period granted. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. Stock based compensation amounted to $315 and $245 for the three months ended March 31, 2023 and 2022, respectively, and $1,645 and $1,225 for the nine months ended March 31, 2023 and 2022, respectively.

 

Fair Value Measurements

 

In September 2006, the FASB issued ASC 820 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.

 

The Company did not identify any assets or liabilities that are required to be adjusted on the balance sheet to fair value in accordance with ASC 825-10 as of March 31, 2023 and June 30, 2022.

  

Income Taxes

 

The Company’s policy is to provide for deferred income taxes based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates that will be in effect when the differences are expected to reverse. The U.S. Tax Cuts and Jobs Act (TCJA) legislation reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and is effective June 22, 2018 for the Company. We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

 

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 2018 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 $19,253,807 at March 31, 2023 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.

 

 
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Recently Issued Accounting Standards

 

There have been no new accounting pronouncements during the nine months ended March 31, 2023 that we believe would have a material impact on our financial position or results of operations.

 

NOTE 3 ACQUISITIION AND INTANGIBLE ASSETS

 

On July 15, 2021, the Company acquired the assets of Paleo Scavenger, LLC (Paleo) for $10,000. Paleo owns the Within / Without Granola (“WWG”) brand. The purchase price includes the WWG trademarks, brands, books, records, intellectual property, commercial sales channel, customer lists and manufacturing rights. WWG ceased operations in early 2021. The Company restated operation in June 2022 and reported the first sale of the granola products during August 2022.

 

The purchase price has been allocated to the net assets acquired based upon their estimated fair values as follows:

 

WWG Trademark

 

 

1,000

 

Commercial Sales Channel

 

 

2,000

 

Customer List

 

 

5,000

 

Other Intellectual Property

 

 

2,000

 

 

 

 

 

 

Total

 

$10,000

 

 

The fair value of the Intangible assets: commercial sales channel, customer list and other intangible assets was calculated using the net present value of the projected gross profit to be generated over the next 36 months beginning on July 15, 2021 with quarterly amortization of $750. The WWG Trademark was deemed to have an indefinite life and will be evaluated for impairment on an annual basis. Amortization expense amounted to $750 for the three months ended March 31, 2023 and 2022, and $2,250 and $2,125 for the nine months ended March 31, 2023 and 2022, respectively, in the accompanying statements of operations.

 

Proforma information has not been presented as it has been deemed immaterial.

  

NOTE 4 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. Prior to subsequent termination, the agreement was to expire on January 31, 2017 and the monthly fee was $15,000. On September 28, 2016, Mr. Drury resigned as President and Treasurer of the Company. On September 29, 2016, a settlement agreement between Mr. Drury and the Company was signed which provides a payment of $50,000 in cash and $50,000 in the Company’s common stock to release the Company from all possible claims of accrued salary, independent contractor fees, expense and cost owed to Mr. Drury and terminate the consulting agreement which was scheduled to expire on January 31, 2017. On October 2, 2016, Mr. Drury resigned as director and the Company accepted his resignation and ratified the settlement agreement dated September 29, 2016. According to the settlement agreement, $46,500 was paid directly to Mr. Drury on October 5, 2016 and the remaining $3,500 paid directly to an attorney for the legal fees related to the settlement agreement. The shares of the Company’s common stock are issuable to Mr. Drury in increments of 3,571 shares. Mr. Drury will continue to be issued 3,571 until he is able to garner $50,000 by selling the shares in the over-the-counter market or an exchange (as defined under the securities act of 1933, as amended). On October 24, 2016, the Company issued 14,286 shares of the Company’s common stock to Mr. Drury to partially settle the $50,000 common stock obligation. Those shares had a fair value of $3,200 at the date of issuance. This liability represents an unconditional obligation to issue a variable number of shares for a fixed monetary amount. The fair value of the shares issued to Mr. Drury but not yet sold are netted against the liability in the balance sheet. Subsequent adjustments to the fair value of the shares issued but not sold are recognized as an adjustment to the net liability and other income/expense until such time as the shares are sold. Mr. Drury has not sold these shares as of March 31, 2023. The Company recognized other income (expense) due to the marking of these shares to fair value subsequent to issuance of recognized $21 and $150 for three months ended March 31, 2023 and 2022, respectively, and $36 and $21 for the nine months ended March 31, 2023 and 2022, respectively, in the accompanying statements of operations.

 

Since September 2016, the Company’s President, Amber Finney, advanced the Company $165,666 as a related party loan. The proceeds for these loans were used for working capital. As of March 31, 2023 and June 30, 2022, there are related party loans totaling $165,666 and $154,216, 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 5 EQUITY TRANSACTIONS

 

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

 

As of March 31, 2023, there are 500,000,000 shares of common stock at par value of $0.001 per share authorized and 4,400,048 issued and outstanding and 25,000,000 shares of (“blank check”) preferred stock, par value $0.001 per share authorized and -0- shares issued and outstanding.

 

NOTE 6 SUBSEQUENT EVENTS

 

The Company evaluated all events or transactions that occurred after March 31, 2023 up through May 12, 2023. During this period, the Company did not have any material recognizable subsequent events.

 

 
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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 Artisan Consumer Goods, Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the June 30, 2022 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 September 30, 2022. 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 has established a fiscal year end of June 30.

 

Going Concern

 

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. The Company has incurred a loss since inception resulting in an accumulated deficit of $19,253,807 at March 31, 2023 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. 

 

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. The Company is optimistic about the Within / Without Granola (“WWG”) brand will generate cash in the next year.

 

CRITICAL ACCOUNTING POLICIES

 

Please refer to Note 2 - Summary of Significant Accounting Policies in the accompanying Notes to the Financial Notes.

 

PLAN OF OPERATION

 

Our plan of operation for the following twelve months is as follows:

 

On July 15, 2021, we acquired the assets of Paleo Scavenger, LLC for $10,000. Paleo owns the Within / Without Granola (“WWG”) brand. The purchase price includes the WWG trademarks, brands, books, records, intellectual property, commercial sales channel, customer lists and manufacturing rights. Early in 2021, WWG ceased operations and we restarted the manufacturing process in June 2022.

 

We generated our first sales since inception during August 2022. We are currently selling our original and maple flavored granola products on Shopify. During February 2023, the inventory from the first run of the Within / Without Granola products expired and the remaining inventory was written off.  The Company is searching for a new manufacturer to produce smaller batches of the Within / Without Granola products. As of May 12, 2023, a new manufacturer has not been engaged.

 

We must raise at least $100,000 to commence our plan of operation, described above, and fund our ongoing operational expenses. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue our operations. Management believes that if we are successful in raising $100,000, we will be able to generate sales revenue within the following twelve months thereof. However, if such financing is not available, we could fail to satisfy our future cash requirements. We have no assurance that future financing will materialize. Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

 

If we are unsuccessful in raising at least $100,000 through a private placement, we will then have to seek additional funds through debt financing, which would be highly difficult for a new, development stage business to obtain. Therefore, the Company is highly dependent upon the success of an anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the Company. However, if such financing were available, because we are a development stage company with little in the way of operations to date, we would likely have to pay additional costs associated with high-risk loans and be subject to an above market interest rate. If and when these funds are obtained, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing, we would be required to cease business operations and as a result, investors in our common stock would lose all of their investment.

 

Results of Operations for the Three months Ended March 31, 2023 and 2022

 

Overview. Artisan Consumer Goods, Inc. is a Nevada corporation, originally formed on September 19, 2009. We are attempting to restart the Within / Without Granola (“WWG”) brand acquired on July 15, 2021. We generated our first sales in August 2022. We generated sales of $11 and $-0- for the three months ended March 31, 2023 and 2022, respectively. The Company has generated net losses of $12,039 and $3,977 for the three months ended March 31, 2023 and 2022, respectively. The increase in net loss of $8,062 is attributable to the factors discussed below.

 

Revenues. We had revenues of $11 and $-0- for the three months ended March 31, 2023 and 2022, respectively. We had our first sales of our original and maple flavored granola products in August 2022. During February 2023, the inventory from the first run of the Within / Without Granola products expired.  The Company is searching for a new manufacturer to produce smaller batches of the Within / Without Granola products. As of May 12, 2023, a new manufacturer has not been engaged.

 

Gross Margin. Once cost of revenue and other expenses to generate revenue are considered, we had reported gross margins of $(3,624) and $-0- for the three months ended March 31, 2023 and 2022, respectively.  The negative gross margin for the three months ended March 31, 2023 resulted from the expiration of the Within / Without Granola inventory in February 2023.

 

 
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Expenses. For the three months ended March 31, 2023 and 2022, respectively, we incurred total operating expenses of $8,436 and $4,127. The increase of $4,309 was primarily attributable to an approximate $4,000 increase in professional fees as we are attempting to expand our business and find a new manufacturer.

 

Other Income (Expense). Our total other income (expense) was $21 and $150 for the three months ended March 31, 2023 and 2022, respectively. The decrease of $129 was attributable to a $129 decrease in other income related to the change in market value of shares issued to Mr. Drury but not yet sold (See Note 3 – Related Party Transaction in the accompanying notes to the financial statements). 

 

Results of Operations for the Nine months Ended March 31, 2023 and 2022

 

Overview. Artisan Consumer Goods, Inc. is a Nevada corporation, originally formed on September 19, 2009. We are attempting to restart the Within / Without Granola (“WWG”) brand acquired on July 15, 2021. We generated our first sales in August 2022. We generated sales of $7,445 and $-0- for the nine months ended March 31, 2023 and 2022, respectively. The Company has generated net losses of $38,381 and $26,195 for the nine months ended March 31, 2023 and 2022, respectively. The increase in net loss of $12,186 is attributable to the factors discussed below.

 

Revenues. We had revenues of $7,445 and $-0- for the nine months ended March 31, 2023 and 2022, respectively. We had our first sales of our original and maple flavored granola products in August 2022. During February 2023, the inventory from the first run of the Within / Without Granola products expired.  The Company is searching for a new manufacturer to produce smaller batches of the Within / Without Granola products. As of May 12, 2023, a new manufacturer has not been engaged.

 

Gross Margin. Once cost of revenue and other expenses to generate revenue are considered, we had reported gross margins of ($1,955) and $-0- for the nine months ended March 31, 2023 and 2022, respectively. The negative gross margin for the nine months ended March 31, 2023 resulted from the expiration of the Within / Without Granola inventory in February 2023.

 

Expenses. For the nine months ended March 31, 2023 and 2022, respectively, we incurred total operating expenses of $36,462 and $26,216. The increase of $10,246 was primarily a result from our July 15, 2021 acquisition of the Within / Without Granola brand, which resulted in an approximate increase of $7,000 of general and administrative expenses and an approximate increase in professional fees of $3,000.

 

Other Income (Expense). Our total other income (expense) was $36 and $21 for the nine months ended March 31, 2023 and 2022, respectively. The increase of $15 was attributable to a $15 increase in other income related to the change in market value of shares issued to Mr. Drury but not yet sold (See Note 3 – Related Party Transaction in the accompanying notes to the financial statements). 

 

Liquidity and Capital Resources

 

Our cash balance was $2,157 and working capital deficit was $260,894 at March 31, 2023. Total expenditures over the next 12 months are expected to be approximately $100,000. If we experience a shortage of funds prior to generating revenues from operations we may utilize funds from our directors, who have informally agreed to advance funds to allow us to pay for operating costs, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to us. Management believes our current cash balance will not be sufficient to fund our operations for the next twelve months.

 

As at March 31, 2023, our total assets were $7,865 and were comprised of cash for $2,157, accounts receivable for $848, inventory for $-0-, intellectual property for $3,875 (net of accumulated amortization) and trademarks for $1,000. The intellectual property and trademarks resulted from our July 15, 2021 acquisition of the Within / Without Granola brand.

 

As at March 31, 2023, our current liabilities of $263,884 were comprised of accounts payable of $49,968, accrued liabilities for $48,250 and related party loans of $165,666. As at March 31, 2023, our stockholders’ deficiency was $256,019. 

 

 
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Cash Flows from Operating Activities 

 

We have not generated positive cash flows from operating activities. Net cash used in operations was $32,848 and $25,678 for the nine months ended March 31, 2023 and 2022, respectively.

 

Cash Flows from Investing Activities

 

For the nine months ended March 31, 2023 and 2022, net cash flows used by investing activities was $-0- and $10,000, respectively, from our asset purchase of Within / Without Granola on July 15, 2021.

  

Cash Flows from Financing Activities

 

For the fiscal years ended March 31, 2023 and 2022, net cash flows provided by financing activities was $21,450 and $51,719, respectively from cash advances from our CEO.

  

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 is 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 March 31, 2023.

 

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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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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.

 

ITEM 1A. RISK FACTORS

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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ITEM 6. EXHIBITS.

 

(a) Exhibits required by Item 601 of Regulation SK.:

 

Number

 

Description

 

 

 

3.1.1

 

Articles of Incorporation (1)

3.1.2

 

Certificate of Amendment (2)

3.1.3

 

Certificate of Amendment (3)

3.1.4

 

Certificate of Amendment (4)

3.1.5

 

Certificate of Change (5)

3.1.6

 

Certificate of Amendment (6)

3.2.1

 

Bylaws (1)

10.1

 

Asset Purchase and Sale Agreement between Artisan Consumer Goods and Paleo Scavenger, LLC.

31.1

 

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

31.2

 

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

32.1

 

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

101*

 

Interactive Data File

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

 

INLINE XBRL Taxonomy Extension Schema Document

101.CAL

 

INLINE XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

INLINE XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

INLINE XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

 

INLINE XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

_________________

(1)

Incorporated by reference to the Registrant’s Form S-1 (File No. 333-176939), filed with the Commission on September 21, 2011.

(2)

Incorporated by reference to the Registrant’s Form 10-K (File No. 000-54838), filed with the Commission on October 15, 2013.

(3)

Incorporated by reference to the Registrant’s Form 10-K (File No. 000-54838), filed with the Commission on January 31, 2017.

(4)

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

(5)

Incorporated by reference to the Registrant’s Form 10-K (File No. 000-54838), filed with the Commission on October 16, 2017.

(6)

Incorporated by reference to the Registrant’s Form 8-K (File No. 000-54838), filed with the Commission on May 23, 2018.

_______________

* 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.

 

 
15

Table of Contents

 

SIGNATURES

 

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.

 

 

ARTISAN CONSUMER GOODS, INC.

 

(Name of Registrant)

 

 

Date: May 12, 2023

By:

/s/ Amber Joy Finney

 

 

Name:

Amber Joy Finney

 

 

Title:

President and Chief Executive Officer

(principal executive officer,

principal accounting officer

and principal financial officer)

 

 

 
16

 

EX-10.1 2 arrt_ex101.htm ASSET PURCHASE AGREEMENT arrt_ex101.htm

EXHIBIT 10.1

 

ASSET PURCHASE AND SALE AGREEMENT

 

Artisan Consumer Goods, Inc. (“ARRT”), a Nevada corporation, and Paleo Scavenger, LLC (the "Company”), an Illinois limited liability company and their respective shareholders and representatives intend to enter into the following proposed transaction:

 

1. Assets Purchased.

 

(A) ARRT would like to acquire certain assets from Company including the Within / Without trademarks, brands, books, records, intellectual property, commercial sales channel, customer list(s) and manufacturing rights. In consideration for payment of the Purchase Price listed below, effective as of 12:01 a.m. on the Closing Date, the Company hereby irrevocably, unconditionally absolutely and in perpetuity grants, sells, transfers and assigns (by way of present and future assignment, if applicable) to ARRT absolutely and with full title guarantee, free and clear from all Encumbrances of any kind, One Hundred Percent (100%) of all rights, title and interest, throughout the world, in perpetuity, in and to the Company Assets listed in Appendix 1 of this Agreement (hereafter referred to as the “Acquired Assets”).

 

(B) Any assets of the Company not included in Appendix 1 of this Agreement will remain the property of Company. In particular, but not to exclude any assets not listed, those Assets listed in Appendix 2 will remain the property of Company.

 

2. Liabilities. ARRT is not assuming any Liabilities of the Company of any kind or nature, whether presently in existence or arising after the date of this Agreement or after the Closing Date. This will include but is not limited to those Liabilities included in Appendix 3.

 

3. Board of Directors. At Closing, the existing member of the ARRT’s Board of Directors shall continue as a one member Board of Directors, with any new members of the Board of Directors being designated by the Shareholders in accordance with the Bylaws of ARRT.

 

4. Authority. Each person signing this Agreement warrants and guarantees that he or she has the authority to sign on behalf of the party, company or entity such person represents.

 

5. Access. The parties acknowledge that each has had full and complete access to the other party’s books and records prior to the signing of this Agreement. Each party warrants and guarantees that the information provided to the other party was accurate, correct, honest and complete.

 

6. Purchase Price and Conditions Precedent to Payment.

 

(A) In consideration for the Acquired Assets, ARRT will assume no liabilities and will pay Company at Closing the sum of $10,000 (the “Purchase Price”). Payment will be made by wire transfer or other method specified in advance of Closing by Company. No other consideration of any kind will be due to Company from ARRT.

 

(B) The obligations of ARRT with respect to the Acquired Assets including the obligation to pay the Purchase Price are expressly made contingent on the fulfillment of the following conditions: (

 

1) Company has delivered the following documents and materials to ARRT:

 

(a) A signed copy of this Agreement;

 

(b) Signed copies of separate documents provided by ARRT to Company to assign the trademarks of Company that are part of the Acquired Assets;

 

(c) A resolution by the governing body of Company (whether members, managers or some other authority), in which the governing body expressly approves of all terms of this Agreement and of the sale of the Acquired Assets to ARRT;

 

(d) Signed copies of any other documents or forms supplied to Company by ARRT which ARRT has determined are needed to transfer title of any of the Acquired Assets to ARRT.

 

 
Page | 1

 

 

(C) As long as all Conditions Precedent have been met by Company, Closing will occur on or before June 30, 2021. ARRT will not be required to pay the Purchase Price until Company has met all Conditions Precedent to the satisfaction of ARRT.

 

7. Conduct of Business.

 

(A) Prior to Closing, ARRT and the Company shall conduct their respective business in the normal course. Company shall not transfer, sell, convey or assign any of the Acquired Assets without the prior written consent of ARRT.

 

(B) Prior to Closing, the Company:

 

(1) Shall not amend its articles of incorporation, bylaws, operating agreements or any other documents governing its operation;

 

(2) Shall not declare dividends, incur additional or newly-funded liabilities, acquire or dispose of fixed assets (including any of the Acquired Assets), enter into any material or long-term contracts, guarantee obligations of third parties, or enter into any transaction other than in the normal course of business.

 

8. Exclusivity. During the pendency of this transaction, both parties will refrain from any negotiations with other parties or entities which would lead to competition with and/or termination of this agreement. In addition, the parties r agree to perform such acts as are necessary to give full force and effect to the transactions and terms set forth in this Agreement. This exclusivity will expire one day after the Closing Date.

 

9. Full Disclosure. During the pendency of this transaction, the parties agree to inform each other immediately of any changes in their respective businesses including, but not limited to, changes in financial condition, lawsuits, contract breaches, regulatory compliance issues and/or other detrimental occurrences. To the extent that any such changes have occurred to Company, and ARRT asserts that such changes have affected the value of the Acquired Assets or Company’s ability to transfer ownership of the Acquired Assets to ARRT in accordance with the terms of this Agreement, ARRT shall have the right to terminate this Agreement or change the Purchase Price. In such a situation, if ARRT offers a different purchase price and the revised price is not accepted by Company, ARRT may cancel this Agreement with no liability or obligation of any kind to Company.

 

10. Confidentiality. If the transaction contemplated in this Agreement is not consummated and finalized, the parties hereto agree to keep confidential any information disclosed to each other in connection herewith for a period of one year from the date of the signing of this Agreement. However, such obligation shall not apply to information which (a) at the time of disclosure was public knowledge; (b) after the time of disclosure became public knowledge (except due to the action of the receiving party); or (c) the receiving party had such information within its possession at the time of disclosure.

 

11. Public Statements.

 

(A) Prior to the Closing Date, neither party shall make any public statements concerning the transaction covered by this Agreement without first obtaining the consent and approval of the other party to the substance and form of any such press release or other public statement. After the Closing Date, ARRT shall have the right to make public statements regarding this Agreement and the transaction covered by this Agreement as it so chooses.

 

(B) All public statements by either party, whether made before or after the Closing Date, will not contain any content which disparages the other party.

 

 
Page | 2

 

 

12. Expenses. In connection with this transaction, each party will bear their own respective costs, expenses and legal fees in connection with the transaction including the preparation of this Agreement and the consummation of the transaction covered by this Agreement.

 

13. Post Closing Date Obligations of Company. To the extent that ARRT requests that Company sign or execute any documents or forms to effect the transfer of the Acquired Assets to ARRT at any time after the Closing Date, Company will sign or execute such documents or forms within 5 days of receipt of the same from ARRT. If Company fails to sign or execute such documents within 5 days of receipt from ARRT, Company hereby irrevocably grants to ARRT the limited right, power and authority as Company’s attorney-in-fact for the limited purpose of signing or executing such documents in the name of Company or any of Company’s authorized representatives. ARRT will provide Company with copies of any documents or forms signed by ARRT under the terms of this paragraph.

 

14. Indemnification. Company agrees to indemnify, save and hold ARRT and its owners, officers, directors and attorneys harmless from any claims, losses, costs and expenses (including court costs and attorney fees), that are incurred by ARRT as a result of any breach of this Agreement by Company or any claims brought by third parties against ARRT as a result of any actions by Company in any manner. ARRT agrees to indemnify, save and hold Company and its owners, members, managers and attorneys harmless from any claims, losses, costs and expenses (including court costs and attorney fees), that are incurred by Company as a result of any breach of this Agreement by ARRT or any claims brought by third parties against Company as a result of any actions by ARRT in any manner.

 

15. Governing Law and Venue. The interpretation and enforcement of this Agreement will be governed by the laws of the state of Washington. The venue for any legal action regarding this Agreement will be the courts of King County, Washington. Both parties agree to be subject to the jurisdiction of the courts of King County Washington for the purposes of any legal proceedings regarding this Agreement.

 

16. Legal Remedies.

 

(A) Should any dispute arise concerning this Agreement, and either party finds it necessary to commence legal action to resolve such dispute, the prevailing party in such legal action shall be entitled to have the other party pay the attorney's fees, court costs, and expenses of the prevailing party incurred in such dispute and legal action, in addition to any other damages or legal relief awarded.

 

(B) In addition to the right to seek monetary damages, or any other remedy otherwise available at law, each party may seek as a remedy the specific enforcement of this Agreement, and/or the issuance of an injunction to prevent the further breach of this Agreement.

 

17. Integration and Modification. The parties acknowledge that this written Agreement is the full and complete agreement between the parties. Any modification, change, or alteration in the terms of this Agreement will be valid only if made in writing, dated, and signed by properly authorized representatives of both ARRT and Company.

 

18. Electronic Signatures. This Agreement may be executed in counterparts and each counterpart will be treated as if it were an original. Electronically transmitted signatures are authorized and shall be legally valid and binding upon the parties for all purposes.

  

Signed this ____16_______ day of June, 2021.

 

ARTISAN CONSUMER GOODS, INC.

 

By               /s/ Amber Finney                                               Print Name:    Amber Finney                                                        

 

PALEO SCAVENGER LLC

 

By              /s/ Brittany Chibe                                               Print Name:  Brittany Chibe                                          

 

 
Page | 3

 

 

APPENDIX 1 – ACQUIRED ASSETS – TO BE TRANSFERRED TO ARRT

 

The Company agrees to sell and transfer to the ARRT, and the ARRT agrees to purchase and acquire from the Company at the Closing, subject to and upon the other terms and conditions of this Agreement, all of Company’s right, title and interest in and to all of the assets, properties and rights of the Company which are primarily used, to be used or maintained in connection with the current conduct of the Company’s business of whatever nature, kind and description, whether tangible or intangible (including goodwill) wherever located (collectively, the “Acquired Assets”) free and clear of any Liens and Liabilities. The Acquired Assets will include:

 

(A) All of the intangible personal property relating to the Wholesale Business including:

 

1. All Intellectual Property, goodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder, remedies against past, current and future infringements thereof and rights to protection therein, in each case relating to or used in the past or current conduct of the Company’s business, including without limitation all worldwide rights to the Paleo Scavenger’s Within Without names and brands;

 

2. Inventories of finished goods;

 

3. All formulas and recipes related to the creation of the Company products;

 

4. All acquired domain names, upc codes, trademarks, copywriting, and digital assets to be listed out before Closing;

 

5. All digital packaging, marketing and other materials related thereto;

 

6. All of Seller’s accounts and notes receivable, deferred charges, trade receivables and other rights to receive payments existing as of the Closing Date and arising out of the business of Company (the “Receivables”);

 

7. All rights of the Company under any wholesale customer and vendor agreements relating to the Company’s business, including without limitation the License and Distribution Agreement, as amended to date, (the “Assumed Contracts”);

 

8. All licenses, permits, consents, certificates, franchises or other governmental authorizations relating to or used in or relating to the current conduct of the Company’s business, other than any such licenses, permits, consents, certificates, franchises or other governmental franchises which cannot be legally transferred, which non-transferable;

 

 
Page | 4

 

 

9. All books, records, files, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence, specifications, creative materials, advertising or promotional materials, marketing materials, personnel records, studies, reports, memoranda, equipment repair, maintenance or service records, or papers (collectively, “Records”), whether in hard copy, electronic or other format, primarily relating to or used in the current or past conduct of the Company’s business;

 

10. All customer, distributor, supplier and mailing lists used or created by the Company’s business;

 

11. All goodwill associated with the Company’s business or the Acquired Assets, together with the right to represent to third parties that the ARRT is the successor to the Company’s Business.

 

12. The Amazon Brand Registry and all images on Amazon.com

 

13. Within Without Brand Masque

 

14. Within Without Textures

 

15. Within Without Logo

 

16. Within Without Style Guide

 

17. Dojo Mojo Campaign Customer Email List

 

18. Facebook Leads Email List

 

19. Shopify Email List

 

20. Within Without Newsletter Email List

 

21. Within Without Packaging including Final AI and PDF files

 

22. Paleo Scavenger (Within/Without) Packaging including Linked Files and Fonts

 

23. Paleo Scavenger (Within/Without) Photo Assets including:

 

(A) Ashley Perez Recipe Collaboration and Granola Bars

 

(B) Fall 2020 Product Photos

 

(C) H Hub Product Shoot 2.20

 

(D) KaileenInTheKitchen Photos

 

(E) Lifestyle

 

(F) Lifestyle June 2018

 

(G) Maple Pecan Date Bar Photos

 

(H) Product Photos

 

(I) Product June 2018

 

(J) Within Without Shoot Fall 2018

 

24. Product Specs

 

25. All social media accounts and all images, information, media and content in or on them.

 

26. Trademark rights and trademarks for Paleo Scavenger and Within/Without

 

27. The domain name withinwithout.com, any other domain names owned by Company and all images, content, metadata on the web sites for each domain name

 

The parties acknowledge that with regard to Items #12 - #27 above, Company has supplied ARRT with screen shots, images, PDF and other files (“Samples”), that provide partial or full visual images of these items. Company warrants and guarantees that the Samples are a true and accurate representations and examples of Items #12 - #27 and that ARRT may relay on the Samples as legally valid representations of what ARRT is acquiring with regard to Items #12 - #27.

 

 
Page | 5

 

 

APPENDIX 2 - EXCLUDED ASSETS

 

Notwithstanding any provision in this Agreement to the contrary, the ARRT agrees that none of the following assets, properties, rights or interests of the Company (the “Excluded Assets”) shall be Acquired Assets:

 

1. Receivables due from the sale of inventory that was executed prior to the Closing Date;

 

2. The consideration delivered to the Company by ARRT pursuant to this Agreement;

 

3. All rights of the Company arising under this Agreement;

 

4. All rights in and with respect to insurance policies of the Company;

 

5. Any governmental authorization that is not transferable;

 

6. Any assets of any Employee Plan;

 

7. Refunds or claims for refunds of Taxes paid by the Company;

 

8. All tangible property located at any of the Leased Property, accounts receivable, notes receivable, prepaid expenses and other current assets of the Company generated or held by the Company on or prior to the Closing Date, that are not used in, or otherwise attributable to the Company’s business;

 

9. Any Cash owned by the Company as of the Closing Date; and

 

10. All machinery, equipment, and tools utilized to conduct the Company’s business whether or not contained on the premises of the Leased Property, including all buildings and other structures, leasehold improvements and fixtures located on the Leased Property relating to the Company’s business (the “Equipment”) and work-in-progress, goods in process, manufactured and purchased parts, supplies and raw materials, in each case owned or identified for use in the Company’s business, whether or not located on the Leased Property, or in transit inventory and supplies ordered by the Company, but not yet received as of the Closing Date.

 

 
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APPENDIX 3 – LIABILITIES. Notwithstanding any provision in this Agreement or any other writing to the contrary, ARRT is not assuming any Liability of the Company of whatever nature, whether presently in existence or arising hereafter, other than (collectively, the “Assumed Liabilities”):

 

1. All Liabilities of the Company under the Assumed Contracts (other than those Liabilities that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by the Company irrespective of whether they are known at Closing or become known only after the Closing, or based on any breach or default of the Company which occurred prior to the Closing Date);

 

2. All Liabilities arising out of ownership or operation of the Company business or the Acquired Assets after the Closing Date; Provided that ARRT shall in no event assume any Liabilities of the Company arising from or in connection with (i) any Excluded Asset; (ii) any transactions between the Company and any Affiliate of the Company; (iii) matters not relating to the Company Business or the Acquired Assets; (iv) any Debt or Guarantee of the Company; (v) the Company’s breach or default of any obligation or agreement; (v) the Company’s expenses in connection with the transactions covered by this Agreement; (vi) insurance policies of the Company, (vii) Obligations under Assumed Contracts that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by the Company irrespective of whether they are known at Closing or become known only after the Closing or are based on any breach or default of the Company that occurred at any time prior to the Closing Date, (viii) claims, costs or other Liabilities under any Employee Plans, including without limitation relating to health or retirement benefits, (ix) any Liability for or on account of Taxes arising prior to the Closing Date (whether known or unknown), (x) any Liability of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the company, or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity, (xi) any Liability of the Company arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by such Company or any of their respective directors, officers, employees or agents, (xii) any Liability of the Company arising out of the this Agreement, (xiii) any Liability relating to or arising out of products manufactured or sold or services rendered by the Company prior to the Closing Date, whether or not related to the Company’s business, (xiv) any Liability of the Company for making payments or providing, funding, insuring or administering benefits of any kind to it or its ERISA Affiliates’ employees or former employees, directors or officers, including without limitation any bonus, severance payment, change of control payment, retention payment or other compensation, benefit or payment that is created, accrues, accelerates or becomes payable to any present or former director, shareholder, employee or independent contractor, pursuant to any Contractual Obligation on or before the Closing Date as a result of the execution, delivery or consummation of this Agreement (without regard to when any such compensation, benefit or payment is due and payable) (xv) any Liability not arising out of the operation of the Company’s business, (xvi) any Liability relating to compliance with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. (“WARN Act”) and any state laws concerning layoffs or the closing or relocation of worksites or the like, which arises on or before the Closing Date; or (xvii) any Liabilities of the Company incurred (or resulting from any action occurring) prior to the Closing that is not otherwise an Assumed Liability.

 

All Liabilities that are not expressly assumed (or are expressly excluded) hereunder shall be retained by and remain Liabilities of the Company and satisfied by the Company in accordance with their terms (all such Liabilities not being assumed being herein referred to as the “Excluded Liabilities”).

 

 
7

 

EX-31.1 3 arrt_ex311.htm CERTIFICATION arrt_ex311.htm

EXHIBIT 31.1

 

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF ARTISAN CONSUMER GOODS, INC.

 

I, Amber Joy Finney, certify that:

 

1.

I have reviewed the March 31, 2023 quarterly report on Form 10-Q of Artisan Consumer Goods, Inc.:

 

 

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;

 

 

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;

 

 

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:

 

 

(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;

 

 

 

 

(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;

 

 

 

 

(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

 

 

 

 

(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):

 

 

(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

 

 

 

 

(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.

 

Date: May 12, 2023

By:

/s/ Amber Joy Finney

 

 

 

Amber Joy Finney

 

 

 

President and Chief Executive Officer

(principal executive officer, principal accounting officer

and principal financial officer)

 

 

EX-31.2 4 arrt_ex312.htm CERTIFICATION arrt_ex312.htm

EXHIBIT 31.2

 

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF ARTISAN CONSUMER GOODS, INC.

 

I, Amber Joy Finney, certify that:

 

1.

I have reviewed the March 31, 2023 quarterly report on Form 10-Q of Artisan Consumer Goods, Inc.:

 

 

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;

 

 

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;

 

 

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:

 

 

(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;

 

 

 

 

(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;

 

 

 

 

(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

 

 

 

 

(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):

 

 

(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

 

 

 

 

(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.

 

Date: May 12, 2023

By:

/s/ Amber Joy Finney

 

 

 

Amber Joy Finney

 

 

 

President and Chief Executive Officer

(principal executive officer, principal accounting officer

and principal financial officer)

 

 

EX-32.1 5 arrt_ex321.htm CERTIFICATION arrt_ex321.htm

EXHIBIT 32.1

 

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF ARTISAN CONSUMER GOODS, INC.

 

In connection with the accompanying Quarterly Report on Form 10-Q of Artisan Consumer Goods, Inc. for the quarter ended March 31, 2023, the undersigned, Amber Joy Finney, President and Chief Executive Officer of Artisan Consumer Goods, 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:

 

(1)

such Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

 

(2)

the information contained in such Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 fairly presents, in all material respects, the financial condition and results of operations of Artisan Consumer Goods, Inc.

 

Date: May 12, 2023

By:

/s/ Amber Joy Finney

 

 

 

President and Chief Executive Officer

 

 

 

(Principal executive officer, principal accounting officer

and principal financial officer)

 

 

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basic and diluted Statements of Changes in Stockholders' Equity (Unaudited) Statement [Table] Statement [Line Items] Equity Components [Axis] Preferred Stock Common Stock Additional Paid-in Capital Common StockTo Be Issued Accumulated Deficit Balance, shares [Shares, Issued] Balance, amount Stock based compensation Net loss Balance, shares Balance, amount Statements of Cash Flow (Unaudited) Cash flows from operating activities: Net income (loss) [Net Income (Loss), Including Portion Attributable to Noncontrolling Interest] Adjustments to reconcile net loss to net cash used in operating activities: Amortization expense [Amortization] Stock based compensation Fair value adjustment for shares issued from settlement agreement (Note 3) [Equity, Fair Value Adjustment] Changes in operating assets and liabilities: Accounts receivable [Increase (Decrease) in Accounts Receivable] Inventory [Increase (Decrease) in Inventories] Accounts payable [Increase (Decrease) in Accounts Payable] Net cash used in operating activities [Net Cash Provided by (Used in) Operating Activities] Cash flows from investing activities: Asset purchase of Within / Without Granola [Asset purchase of Within / Without Granola] Net cash used in investing activities [Net Cash Provided by (Used in) Investing Activities] Cash flows from financing activities Proceeds from related party advances Net cash provided by financing activities [Net Cash Provided by (Used in) Financing Activities] Net increase (decrease) in cash [Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect] Cash - beginning of the year Cash - end of the year Supplemental disclosures: Interest paid Income taxes ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Description of Business SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies ACQUISITIION AND INTANGIBLE ASSETS Acquisitiion and Intangible Assets RELATED PARTY TRANSACTIONS Related Party Transactions EQUITY TRANSACTIONS Equity Transactions SUBSEQUENT EVENTS Subsequent Events Basis of Presentation Use of Estimates Cash Flow Reporting Accounts Receivable Accounts Receivable [Policy Text Block] Cash and Cash Equivalents Inventory Inventory, Policy [Policy Text Block] Basic Earnings (Loss) Per Share Share Based Compensation Fair Value Measurements Income Taxes Going Concern Recently Issued Accounting Standards Schedule of Business Acquision Purchase Price Allocation Business Acquisition Axis WWG [Member] Brand Acquisition, Purchase Price Accounts receivable Impairment charge Accumulated Deficit Wrote off inventory Inventory Income tax rate percentage WWG Trademark [Member] Commercial Sales Channel [Member] Customer List[Member] Other Intellectual Property [Member] Brand acquisition, Purchase price Amortization expense Brand Acquision, Purchase Price Amortization of intangible assets, Quartely Related Party Transaction Axis Mr. Drury [Member] Related party loan Other income (expense) Consulting agreement term Payment in cash Common Stock Issued Agreement expiry date Monthly agreement fee Increments of shares Due To Related Party Common stock related party Legal fees related to settlement agreement Settlement common stock obligation Fair value issuance Selling shares to garner Ownership Axis Before reverse stock split [Member] Preferred Stock, Authorized Preferred Stock, Par Value Preferred Stock, Issued Preferred Stock, Outstanding Common Stock, Authorized Common Stock, Par Value Common Stock, Issued Common Stock, Outstanding EX-101.CAL 8 arrt-20230331_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.PRE 9 arrt-20230331_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE EX-101.DEF 10 arrt-20230331_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE XML 11 R1.htm IDEA: XBRL DOCUMENT v3.23.1
Cover - shares
9 Months Ended
Mar. 31, 2023
May 12, 2023
Cover [Abstract]    
Entity Registrant Name ARTISAN CONSUMER GOODS, INC.  
Entity Central Index Key 0001530425  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --06-30  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Mar. 31, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding   4,400,048
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-54838  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 26-1240056  
Entity Interactive Data Current Yes  
Entity Address Address Line 1 999 N Northlake Way Ste 203  
Entity Address City Or Town Seattle  
Entity Address State Or Province WA  
Entity Address Postal Zip Code 98103-3442  
City Area Code 206  
Local Phone Number 517-7147  
Security 12b Title Common  
Trading Symbol ARRT  
XML 12 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2023
Jun. 30, 2022
Current assets:    
Cash $ 2,157 $ 13,555
Accounts Receivable 833 0
Inventory 0 8,224
Total current assets 2,990 21,779
Other assets    
Intellectual property (net of accumulated amortization of $5,125 and $2,875) as of March 31, 2023 and June 30, 2022, respectively 3,875 6,125
Trademarks 1,000 1,000
Total other assets 4,875 7,125
Total Assets 7,865 28,904
Current liabilities:    
Accounts payable 49,968 45,685
Accrued expenses 48,250 48,286
Related party loans 165,666 154,216
Total current liabilities 263,884 248,187
Commitments and contingencies 0 0
Stockholders' deficiency:    
Preferred stock, $0.001 par value; 25,000,000 shares authorized, -0- preferred stock shares issued and outstanding as of March 31, 2023 and June 30, 2022 0 0
Common stock, $0.001 par value, 500,000,000 shares authorized 4,400,048 issued and outstanding as of as of March 31, 2023 and June 30, 2022 4,400 4,400
Additional paid-in capital 18,984,200 18,984,200
Stock to be issued 9,188 7,543
Accumulated deficit (19,253,807) (19,215,426)
Total stockholders' deficiency (256,019) (219,283)
Total Liabilities and Stockholders' Deficiency $ 7,865 $ 28,904
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Balance Sheets (Unaudited) (Parenthetical) - USD ($)
Mar. 31, 2023
Jun. 30, 2022
Balance Sheets (Unaudited)    
Intagible Assets, Accumulated Amortization $ 5,125 $ 2,875
Stockholders' Deficiency    
Preferred Stock, Shares Par Value $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 25,000,000 25,000,000
Preferred Stock, Shares Issued 0 0
Preferred Stock, Shares Outstanding 0 0
Common Stock, Shares Par Value $ 0.001 $ 0.001
Common Stock, Shares Authorized 500,000,000 500,000,000
Common Stock, Shares Issued 4,400,048 4,400,048
Common Stock, Shares Outstanding 4,400,048 4,400,048
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Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2023
Mar. 31, 2022
Mar. 31, 2023
Mar. 31, 2022
Statements of Operations (Unaudited)        
Revenue $ 11 $ 0 $ 7,445 $ 0
Cost of Revenue 3,635 0 9,400 0
Gross margin (3,624) 0 (1,955) 0
Operating expenses:        
Stock based compensation 315 245 1,645 1,225
Professional fees 6,768 2,968 23,899 21,146
General and administrative expenses 603 164 8,668 1,720
Amortization expense 750 750 2,250 2,125
Total operating expenses 8,436 4,127 36,462 26,216
Net operating income (loss) (12,060) (4,127) (38,417) (26,216)
Other income (expense):        
Other income 21 150 36 21
Total Other income (expense) 21 150 36 21
Net income (loss) $ (12,039) $ (3,977) $ (38,381) $ (26,195)
Basic and diluted income (loss) per share $ (0.00) $ (0.00) $ (0.01) $ (0.01)
Weighted average number of common shares outstanding - basic and diluted 4,400,048 4,400,048 4,400,048 4,400,048