UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-K

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


(Mark One)

[X]	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the Fiscal Year Ended December 31, 2014

[ ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the Transition Period from __________ to

Commission File Number: 000-54898

BLACKCRAFT CULT, INC.
(Name of small business issuer in its charter)

Nevada		30-0686483
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

2830 E. Via Martens Anaheim, CA 92806
(Address of principal executive offices)

Issuer’s telephone number: (949) 547-5916

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

None		None



Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value
(Title of class)


(Title of class)

~~For~~Indicate by check mark if the ~~fiscal~~registrant ~~year~~is ~~ended~~a ~~December~~well-known 31seasoned issuer, ~~2013~~as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

¨Indicate ~~TRANSITION~~by ~~REPORT~~check ~~PURSUANT~~mark TOif ~~SECTION~~the registrant is not required to file reports pursuant to Section 13 ORor Section 15(d) OFof ~~THE~~the ~~SECURITIES~~Act. ~~EXCHANGE~~Yes ~~ACT~~[ ] No ~~OF 1934~~[X]

~~Commission~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file ~~number:~~such ~~000-54898~~reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

~~MERCULITE~~Indicate ~~DISTRIBUTING~~by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, ~~INC~~and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

~~(Exact~~Indicate ~~name~~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 ~~registrant~~“large asaccelerated ~~specified~~filer,” “accelerated filer” and “smaller reporting company” in ~~its~~Rule ~~charter)~~12b-2 of the Exchange Act.:

Nevada		30-0686483
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

19081 N. Shelby Dr., Arizona		85138
(Address of principal executive offices)		(Zip Code)

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

~~Registrant~~The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2014 (the last business day of the registrant's ~~telephone~~most ~~number: (480~~recently completed second fiscal quarter) ~~206-7469~~was $60,970.80 based on a share value of $0.10.

~~Copies~~The number of ~~Communications~~shares ~~to:~~outstanding of each of the issuer's classes of common equity, as of April 14, 2015 was 199,160,014.

~~Stoecklein~~DOCUMENTS ~~Law~~INCORPORATED ~~Group,~~BY ~~LLP~~REFERENCE

~~401~~If ~~West~~the Afollowing ~~Street~~documents are incorporated by reference, ~~Suite~~briefly ~~1150~~describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

~~San~~None. ~~Diego, CA 92101~~

~~(619)~~Transitional ~~704-1310~~Small •Business ~~Fax~~Disclosure Format (~~619~~Check one): ~~704-1325~~Yes [ ] No [X]

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2013 (the last business day of the registrant's most recently completed second fiscal quarter) was $60,970.80 based on a share value of $0.10.

The number of shares of Common Stock, $0.001 par value, outstanding on March 7, 2014, was 744,750 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.

MERCULITE DISTRIBUTING, INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2013

Index to Report

on Form 10-K

PART I		Page
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
PART II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8.	Financial Statements and Supplementary Data	20
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	20
Item 9A (T)	Control and Procedures	20
Item 9B.	Other Information	21
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	21
tem 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	28
Item 14	Principal Accounting Fees and Services
PART IV
Item 15.	Exhibits, Financial Statement Schedules	29

~~FORWARD-LOOKING~~BLACKCRAFT ~~STATEMENTS~~CULT, INC.

~~This~~FORM ~~document contains “forward~~10-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.K

~~Forward-looking~~For ~~statements may include~~ the ~~words~~fiscal ~~“may,”~~year ~~“could,”~~ended ~~“estimate,”~~December ~~“intend~~31,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.2014

~~Although~~TABLE weOF believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change any inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:CONTENTS

·PART ~~our~~I ~~current~~4 ~~lack~~ITEM of1. ~~working~~DESCRIPTION ~~capital;~~OF BUSINESS 4 ITEM 1A. RISK FACTORS 9 ITEM 1B. UNRESOLVED STAFF COMMENTS 17 ITEM 2. PROPERTIES 17 ITEM 3. LEGAL PROCEEDINGS 17 ITEM 4. MINE SAFETY DISCLOSURES 17 PART II 17 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND MARKET INFORMATION FOR COMMON STOCK 17 ITEM 6. SELECTED FINANCIAL DATA 19 ITEM 7. MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS 19 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 25 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 25 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 26 ITEM 9A(T). CONTROLS AND PROCEDURES 26 ITEM 9B. OTHER INFORMATION 26 PART III 27 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 27 ITEM 11. EXECUTIVE COMPENSATION 28 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 30 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 31 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 32 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 32 SIGNATURES 33

· inability to raise additional financing;

· the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

· deterioration in general or regional economic conditions;

· adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

· inability to efficiently manage our operations;

· inability to achieve future sales levels or other operating results; and

· the unavailability of funds for capital expenditures.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Item 1A. Risk Factors” in this document.

Throughout this Annual Report references to “we”, “our”, “us”, “Merculite”, “the Company”, and similar terms refer to Merculite Distributing, Inc.

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements about our business, financial condition and prospects that reflect our management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this report, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Business Development and Summary

~~Merculite~~Blackcraft ~~Distributing~~Cult, Inc. iswas aformed ~~development~~as ~~stage~~a ~~company~~Nevada ~~incorporated~~corporation in ~~the State of Nevada in~~ April of 2011. WeOn ~~were~~March ~~formed~~18, ~~from~~2014, awe ~~spin-off~~changed ~~from~~ our ~~former~~name ~~parent,~~from ~~Oraco~~Merculite ~~Resources~~Distributing, Inc. ~~We were formed~~ to ~~engage~~Blackcraft ~~in the business of distributing cleaning and sterilization solutions that are developed and manufactured by an unrelated entity~~Cult, toInc. ~~consumers,~~Effective ~~public~~March ~~and private institutions~~27, ~~nightclubs~~2014, ~~restaurants~~we ~~and~~completed ~~office~~the ~~complexes.~~acquisition ~~The~~of ~~solution~~Blackcraft ~~will~~Emoji ~~be marketed and sold under our private label Sterilite Solutions~~Incorporated.

~~During~~As ~~our~~a ~~initial~~result ~~year~~ of ~~formation~~acquiring weBlackcraft ~~concentrated~~Emoji ~~our~~Incorporated, ~~energies on analyzing~~ the ~~viability~~Company ofis ~~our~~now ~~business~~involved ~~plan,~~in ~~and~~operating ~~establishing~~the ~~our~~Blackcraft ~~business~~lifestyle ~~model. We~~apparel ~~also~~brand ~~worked~~rooted ~~with a graphic designer to design a logo. Additionally, we are~~ in the ~~process~~ideal of ~~developing~~self-realization ~~our~~being ~~website,~~superior which upon completion will detail our products benefits, provide contact information for our distributor and allow for online ordering of solution sample packages. We commenced our business operations in April of 2011 and in May executed a Separation and Distribution Agreement with our former parent company Oraco Resources, Inc. (formerly Sterilite Solutions, Corp.). Our operations have been limited to ~~start~~religious upindoctrination and ~~developmental~~other ~~activities~~society ~~and~~enforced ~~we have not begun to distribute any product~~norms.

OnBlackcraft ~~October~~is 15a lifestyle apparel brand headquartered in Orange, ~~2012~~California. atThe ~~the~~Company’s ~~Annual~~message ~~Meeting~~is ofrooted ~~Shareholders,~~in the ~~shareholders~~ideal ~~approved~~of self-realization being superior to religious indoctrination and other society enforced norms. Blackcraft embodies a ~~reverse~~philosophical ~~split~~message inconstituting that a ~~ratio~~strong ofbelief ~~600:1~~in ofyourself unleashes an innate, inherent power to create your own future without the ~~issued~~necessity ~~common~~of ~~stock~~a divine influence or unquestioned societal values. The ~~total~~Company’s ~~authorized~~retail ~~shares~~store/warehouse ~~remains~~is atlocated ~~100~~in Orange,~~000~~ California which was opened on April 13,~~000~~ 2013.

AsDevelopment of ~~December 31, 2013~~ the ~~total~~Blackcraft ~~issued and outstanding common shares were 744,750.~~Business

WeBobby ~~are~~Schubenski ~~attempting~~and toJim ~~build~~Somers ~~Merculite~~started ~~Distributing~~with ~~into~~a ~~the~~passionate ~~premier~~idea, ~~provider~~40 ~~for~~black ~~non~~t-~~caustic~~shirts, ~~“green”~~a ~~cleaning~~few close friends, and ~~sterilization~~$100 ~~solutions~~in July 2012. Through their organic, grass roots marketing campaign, Blackcraft’s message and products quickly gained acceptance and spread throughout the music, fashion, and tattoo communities, gaining credibility and admiration across the globe. The sale of 40 t-shirts produced five hundred dollars from which 200 more t-shirts were purchased and sold, and this trend continued. All the profits from each order sale were put back into the business so Blackcraft would begrow ~~beneficial~~organically. ~~for~~Up ~~both~~until ~~private~~this ~~consumers~~point asBlackcraft ~~well~~operated asfrom ~~public~~the ~~sectors~~attic of a friend's house in Orange, ~~focusing~~California. onOn ~~various~~January ~~institutional~~11, 2013, Mr. Schubenski and ~~agricultural~~Mr. ~~industries~~Somers filed a doing business as under the laws of the state of California, as DBA Blackcraft Cult.

~~Business~~After ofthe ~~Issuer~~Blackcraft brand started to gain traction, Blackcraft reached out to people and bands such as Slayer, Deftones, Fall Out Boy, Kesha, Marilyn Manson, Alice Cooper, and AFI. Blackcraft gained significant exposure through this method with band members wearing Blackcraft’s shirts in press photos, on stage, and in magazine articles such as Rolling Stone and Alternative Press. While playing in a band, The Witch Was Right, Mr. Schubenski left to go on tour while Mr. Somers stayed back to fulfill orders and keep Blackcraft going. By the time Mr. Schubenski returned, it was clear that Blackcraft had outgrown the basement and needed a warehouse to fulfill the rapidly growing orders.

Merculite Distributing is striving to become a premier provider for a non-caustic, “green” cleaning/sterilization solution which would be beneficial for both private consumers as well as public sectors, focusing on various institutional and agricultural industries. Initially, the company intends to provide a non-caustic cleaning solution using technology and product developed by a third party supplier.

Our focus is to market and sell our private labeled solution (Sterilite Solutions™) to schools, office complexes, restaurants and night-clubs, agricultural and ranching businesses, as well as private sectors such as homeowners or any individual or group which would benefit from the use of our product.

We are also researching the possibility of marketing product into mining developments and the cleanup of by-products which are a result of the mining process. Merculite, will purchase products from a third party supplier of “green” sterilization products on an “as needed basis,” and does not maintain any form of distribution agreement or exclusivity contract with any supplier or any other product manufacturer.

~~Merculite~~In ~~Distributing~~March isof ~~planning~~2013, towith ~~market~~approximately ~~through~~$75,000 in capital, and monthly revenues of over $50,000, Blackcraft leased the ~~private~~first ~~label~~and ~~Sterilite~~current ~~Solutions~~warehouse in Orange, aCalifornia. ~~product~~In ~~developed~~addition, ~~manufactured~~the ~~and~~Company ~~distributed~~also bypurchased a ~~third~~single-color ~~party~~manual ~~supplier~~screen printing press. On April 13, 2013, Blackcraft opened their storefront/warehouse in Orange, California.

InThrough ~~the~~their ~~future,~~exposure ifwith wethe ~~decide~~music ~~to produce our own solution~~industry, wepresence ~~will~~in ~~need~~the totattoo ~~purchase an Electro-Chemical Activation machine. At present~~industry, weand ~~intend to purchase solution directly from~~ a ~~third~~huge ~~party~~social ~~manufacturer.~~media Atplatform ~~this~~carrying ~~time~~approximately we100,000 dodirect ~~not~~followers ~~have~~on ~~distribution~~their ~~agreements~~social ormedia ~~exclusivity~~platforms, ~~contracts~~Blackcraft ~~with~~has ~~any~~created ~~manufacturer~~and ofdeveloped ~~the~~a ~~solutions.~~name Weand ~~will~~brand ~~purchase~~recognition ~~the~~and ~~cleaning solution from~~ a ~~supplier~~lifestyle ~~on an as-needed basis~~message. ~~We plan to distribute the product through the private label Sterilite Solutions.~~

~~The~~On ~~solution~~January ~~may~~13, be2014, ~~shipped~~Mr. ~~through~~Schubenski ~~conventional~~and ~~shipping~~Mr. ~~sources~~Somers ~~and~~incorporated ~~does~~Blackcraft ~~not~~Emoji ~~pose~~Incorporated a(“BEI”), ~~threat~~in the state of ~~flammability~~California. orBEI ~~poisonous~~was ~~inhalation. Should~~formed ~~there~~to beengage ~~state~~in orthe ~~federal~~business ~~laws~~of designing and ~~regulations~~developing ~~which~~an ~~will~~emoji ~~need~~application tofor besmart ~~followed~~phones inand ~~accordance~~other tomobile ~~storage~~platforms ~~and~~such ~~distribution~~as tablets. On January 15, ~~those~~2014, ~~regulations~~DBA ~~will~~Blackcraft ~~need~~(“DBA”) toentered beinto ~~met. The~~Contribution ~~effect~~Agreement ofwith ~~meeting~~BEI, ~~regulations~~whereby ~~might~~DBA ~~pose~~contributed a100% ~~burden~~of ~~upon~~the ~~our~~assets, ~~business~~liabilities ifand weoperations ~~are~~of ~~required~~the toDBA ~~pay~~in exchange for ~~special distribution~~148,349,497 ~~storage~~shares ~~and~~of ~~transportation licensees~~BEI.

~~Competition~~Steven Subick, management of the public company, and Donald Stoecklein, counsel for the public company, participated in preliminary discussions for the public company on approximately January 20, 2014 to enter into a mutually beneficial strategic alliance. The nature of the discussions involved BEI loaning the public company funds to continue its operations while at the same time opening dialogue on how the public company and BEI could form a mutually beneficial relationship. Subsequent to the January 20, 2014 discussions the parties continued to discuss nomination of some of the BEI management to the Board of the public company. As a result of the discussions BEI agreed to fund, and actually funded, the public company capital to be utilized to cover ongoing expenses and payoff debt incurred as a result of going public in the prior year. These funds allowed the public company to maintain its reporting obligations while at the same time continuing discussions relative to the ultimate relationship between BEI and the public company.

WeIn ~~face~~January ~~competition~~2014, inMr. Schubenski and Mr. Somers determined that given the ~~distribution~~current ~~and~~financing ~~marketing~~environment ofthey ~~our~~were ~~product~~unable byto ~~companies~~attract ~~whom~~sufficient ~~are~~capital ~~already~~to ~~established~~grow intheir ~~the~~business. ~~distribution~~As ~~and~~a ~~sales~~result, ofMr. ~~cleaning~~Schubenski and ~~sterilization products~~Mr. We ~~will~~Somers ~~also~~determined ~~face~~that ~~competition~~it ~~from~~was ~~companies~~in ~~which~~BEI’s ~~sell~~best ~~products~~interest ~~which~~to ~~have~~pursue ~~been~~becoming ~~designed~~a publicly trading entity. Mr. Schubenski and ~~developed~~Mr. ~~for~~Somers ~~the~~believed ~~synthesis~~accessing additional capital would immediately enable them to meet current consumer demand as well as expand sales and marketing of ~~washing,~~Blackcraft ~~disinfecting~~reaching an international audience, ~~sterilizing~~creating ~~and~~a ~~biologically~~worldwide-~~active~~recognized ~~solutions~~brand. ~~Applications~~ ~~for~~After ~~this~~having ~~form~~a variety of ~~technology~~business ~~have~~discussions ~~the~~BEI ~~possibility~~determined tothat bemerging ~~infinite~~with ~~and~~a ~~have~~public ~~the~~entity ~~potential~~would to be ~~used~~ in ~~any~~their ~~industry~~best ~~requiring~~interest ~~sterilization~~to orgrow ~~water~~the ~~purification~~business.

~~Competition~~On ~~for~~March ~~products~~17, ~~which~~2014, ~~may~~Mr. ~~resemble~~Schubenski ~~products~~accepted ~~distributed~~to byserve ~~Merculite~~as a director of the public company. During this time BEI was a creditor to the public company (on January 24, ~~such~~2014 asloaned ~~Sterilite~~the ~~Solutions~~public ~~might~~company ~~intensify~~funds). asAfter ~~technology~~the public company’s shareholder meeting on March 17, 2014, Mr. Schubenski and ~~devices~~Mr. ~~capable~~Somers had a variety of ~~producing~~business adiscussions ~~similar~~with ~~product~~the ormanagement of the public company (management is an ~~improved~~acquaintance ~~solution~~of ~~might~~Mr. Schubenski and Mr. Somers) and the public company’s counsel . Following their discussions with the public company and its counsel, and Mr. Schubenski and Mr. Somers, determined that merging BEI with the public entity in order to become ~~more~~a ~~readily~~public ~~available~~entity would be their best option to grow their business. That night the ~~commercial~~parties ~~and~~began ~~residential~~negotiations ~~markets~~to merge which continued to the following morning. We ~~continue~~On March 18, 2014, the public company changed its name to ~~monitor~~Blackcraft ~~emerging~~Cult, ~~technologies~~Inc. and ~~companies~~on March 26, ~~and~~2014, ~~continually~~the ~~evaluate~~public company and ~~strategize~~BEI entered into a Merger Agreement which they closed the ~~best~~following ~~methods~~day on March 27, 2014. Mr. Schubenski and Mr. Somers were appointed new management of ~~marketing~~Blackcraft ~~against~~Cult, ~~our~~Inc., ~~competition~~the public company, and bought out the former management’s stock position.

~~Important~~Forward competitive factors for our product include: quality, consistency, environmental sensitivity, price, ease of use, customer services and reputation. Our industry competition would be based upon the following:Split

~~Scientific~~On ~~and~~March ~~technological~~27, ~~capability;~~2014, ~~Proprietary~~the ~~know-how~~Company ~~Ability~~effectuated a 66.666 to ~~develop~~1 forward split (the “Forward Split”) of its issued and ~~market~~unissued ~~solutions~~common ~~Ability~~shares as of ~~sales~~April ~~personnel;~~7, 2014, the record date. As a result, once the Forward Split is declared effective by the Financial Industry Regulatory Authority (“FINRA”), the issued and ~~Availability~~outstanding shares of ~~trademark~~common ~~protection~~stock of the Company will increase from 2,979,330 shares prior to the Forward Split to 198,620,014 shares following the Forward Split. The number of authorized common shares increased from 100,000,000 to 6,666,600,000 common shares. The Forward Stock Split with the Nevada Secretary of State is March 27, 2014; however, the effectiveness of the Forward Stock Split is subject to approval by FINRA. The Company has submitted an Issuer Company-Related Action Notification Form to FINRA regarding the Forward Stock Split. FINRA’s approval of the Forward Stock Split is currently pending.

We believe we compete favorably on the factors described above. However, our industry is continuously changing and evolving. Larger distributors and manufacturers might have a competitive edge in regards to larger amounts of capital available for product development, distribution and marketing.

Market and Revenue Generation

In order to generate revenues during the next twelve months, we must:

1.Recent ~~Fully~~Change develop and implement our marketing plan – Merculite’s planned revenue streams will require an improved web presence and improved visibility within the public and private sectors. Our marketing plan is more fully discussed above in the section Marketing Plan of Operations, but a major key factor in sales generation will be direct marketing and demonstrations given by Mr. Subick. His extensive knowledge of on premise sales will be a key element to the marketing campaign. Costs and timelines associated with our marketing plan are discussed above.Management

2.On ~~Develop~~March ~~and~~17, ~~implement a comprehensive consumer information website – For the foreseeable future~~2014, the ~~company’s~~Board ~~websites~~of ~~(www.merculitedistributing.com~~Directors ~~and~~ (~~www.sterilitesolutions.com~~“Board”) ~~will~~appointed beRobert ~~two~~Schubenski ~~of Merculite’s primary assets and key sources of revenue generation. Currently, management is formulating its plan on how best~~ to ~~employ~~serve its resources to expanding and improving both of the websites. We are working with web developers/consultants to add to the functionality of each site including: e-commerce and state-of-the-art visitor tracking capabilities, increased content, forums, blogs, video demonstrations, optimization for search engine rank, as ~~well as renew the look and feel of the site to coincide with our objectives for the Merculite Distributing brand. Our product Sterilite Solutions will be available for purchase from~~ a ~~link~~member ~~on our website directing users to www.sterilitesolutions.com. We have not yet recognized revenues from the website. These efforts and the resulting awareness will be key drivers behind the success~~ of ~~our revenue producing operations. We anticipate having a more advanced website by~~ the ~~second quarter of 2014~~Board.

3.On ~~Evaluate~~March ~~efficient~~27, ~~method~~2014, ofSteven ~~Distribution.~~Subick ~~Merculite~~submitted ~~Distributing~~his isletter ~~planning~~of toresignation ~~market~~from ~~through~~his ~~the~~position ~~private~~as ~~label Sterilite Solutions~~President, ~~a product developed~~Secretary, ~~manufactured and distributed by a third party supplier. Orders for the product will come in to the company either through the web~~Treasurer, ~~or by phone. We are currently analyzing whether it will be more efficient to pre-purchase the product~~ and ~~have it on hand to then immediately ship to the customer, or whether it is better to submit~~ a ~~purchase~~Director ~~order to the third party supplier and let them ship direct to the company. We care considering the costs~~ of ~~shipments via UPS or FEDEX and costs associated with storing product. We have yet decided on which method is more efficient but we anticipate~~ the ~~costs for shipping ourselves could be about $30 to $70 per case~~Company. WeThe ~~anticipate~~resignation ~~having~~was ~~made~~accepted ~~this decision~~ by the ~~third~~Company ~~quarter~~on ofMarch 27, 2014.

~~Key~~On ~~Agreements~~March 27, 2014, in connection with resignation of Steven Subick, the Board unanimously appointed Robert Schubenski to serve as the Chief Executive Officer, Secretary, Treasurer, and Chairman of the Company.

~~Contribution~~On ~~Agreement~~March 27, 2014, in connection with resignations Steven Subick, the Board unanimously appointed James Somers to serve as President and a Director of the Company.

InChange ~~May 2011, Merculite executed a Contribution Agreement with an individual who held a credit for the purchase~~ of cleaning and neutralizing, EcaFlo® Anolyte. The individual contributed the credit in exchange for 361,090 pre reverse split restricted common shares of Merculite, valued at about $0.10 per share. This agreement provides the access to inventory without having to execute binding distribution or purchase agreements with vendors and suppliers. The management of the Company decided to impair the credit during the year ended December 31, 2013 because of the lack of interest in those products and management is in the process of seeking alternatives for vendors and suppliers.Control

~~Trademark~~Mr. ~~Agreement~~Schubenski and Mr. Somers, collectively, acquired beneficial control of approximately 78% of the total shares of common stock outstanding of the Company as follows:

Mr. Schubenski acquired 37% or 74,175,258 shares of common stock as a result of being a stockholder of BEI of which the Company acquired 100% of the ownership pursuant to the Merger. Similarly, Mr. Somers acquired beneficial control of approximately 37% or 74,175,258 shares of common stock as a result of being a stockholder of BEI of which the Registrant acquired 100% of the ownership pursuant to the Merger Agreement.

In addition, on March 27, 2014, Mr. Robert Schubenski acquired an additional 4,501,355 (67,521 pre 66.666 forward split) shares of common stock or 2% pursuant to a private transaction with Mr. Steven Subick (for a purchase price of $1,350.42 pre 66.666 forward split). On March 27, 2014, Mr. Schubenski acquired an additional 51,999 shares of common stock or .02% in private transactions with shareholders of the Company (for a purchase price of $1,039.98 pre 66.666 forward split).

Similarly, on March 27, 2014, Mr. James Somers acquired an additional 4,501,355 (67,521 pre 66.666 forward split) shares of common stock or 2% pursuant to a private transaction with Mr. Steven Subick (for a purchase price of $1,350.42 pre 66.666 forward split). On March 27, 2014, Mr. Somers acquired an additional 51,999 shares of common stock or .02% in private transactions with shareholders of the Company (for a purchase price of $1,039.98 pre 66.666 forward split).

Business of Issuer

Blackcraft is a specialty retailer of apparel, accessories, and gift items for young men and women. Blackcraft is a lifestyle brand rooted in the ideal of self-realization being superior to religious indoctrination and other society enforced norms. The brand is darker in nature but positive in message, filling a void in the market which until Blackcraft, was non-existent. We generate revenues primarily online through our website. We have a retail store/warehouse located in Orange, California.

Products

The Company currently features a product line consisting of a variety of clothing and accessories including T-shirts, sweatshirts, tank-top shirts, crewneck pullovers, women's leggings and crop tops, beanies, hats, patches, cell phone cases, candles, coffee, and much more to come. These products can be purchased at the Company’s website (www.blackcraftcult.com) or at the Company’s flagship store located in Orange, California which was opened on April 13, 2013.

All the items are profitable with the lion's share of the business currently coming from the sale of t-shirts and hooded pullovers. The brand identity follows the slogan, “Less is more”, with the merchandise predominantly single color prints that are black garments bodied with white ink.

InApart ~~May~~from ~~2011,~~the ~~Merculite~~generic ~~executed~~product ~~a Trademark Assignment and Acquisition Agreement with Oraco Resources~~line, ~~Inc.~~Blackcraft ~~wherein~~also ~~Oraco~~has ~~Resources,~~a ~~Inc.~~popular ~~granted~~Limited anEdition ~~irrevocable assignment of all right, title~~ and ~~interest~~Premium inproduct ~~and~~line tothat ~~the~~is ~~mark~~continually ~~“Sterilite”~~sold ~~and registration of the mark to Merculite~~out. The ~~agreement~~Limited isEdition ~~effective~~products ~~until~~consist ~~terminated~~mostly byof ~~both~~t-shirts, ~~parties.~~hooded ~~This agreement is material to Merculite as it allows the company to sell the EcaFlo® Anolyte under the private label~~pullovers, ~~Sterilite~~and ~~Solutions~~women’s ~~without~~leggings ~~violating~~with ~~intellectual~~occasional ~~property laws~~exceptions. The ~~company~~Premium ~~currently~~product ~~holds~~line noare ~~other~~products ~~patents,~~with ~~trademarks,~~more ~~franchises,~~drastic ~~concessions~~changes ~~or royalty agreements. The company abandoned the trademarks during 2012 and may~~ in the ~~future~~wash, ~~decide~~make, ~~to refile with the USPTO~~ and ~~the~~feel ~~fair~~creating ~~value~~a ofnew ~~the trademarks is $0~~appearance.

~~Employees~~Apart from Blackcraft's individual products, partnerships, co-branding, and involvement from celebrities, bands, and other channels of influence will also create new merchandising with combined therefore new lines and looks of lifestyle products. The celebrities wearing our apparel to promote our brand do not receive any compensation.

WeThe ~~are~~Company ais ~~development stage company and~~ currently ~~have~~working ~~only~~on ~~one~~products ~~part-time~~that ~~employee,~~will ~~Steven~~be A.available ~~Subick.~~in ~~Mr.~~six ~~Subick~~months’ istime ~~our~~in ~~sole~~men’s ~~officer~~ and ~~Director. Mr.~~women’s ~~Subick~~polo ~~has~~shirts, ~~spent~~accessories ~~many~~such ~~years~~as ~~employed~~regular inbeanies, ~~the~~socks, ~~professional~~shoes, ~~sales~~backpacks ~~arena~~ and ~~throughout~~jewelry, ~~his~~and ~~career~~other ~~has~~specialized ~~developed~~products. ~~contacts~~The infuture ~~many~~specialized ~~different~~products ~~areas~~under ofconsideration ~~business.~~by ~~Mr.~~Blackcraft ~~Subick’s~~that ~~knowledge~~are ofunique ~~the~~to ~~sterilization requirements for~~ the ~~food~~Company ~~service~~ and ~~hospitality~~any ~~industries~~retail ~~will~~brand beconsists ~~beneficial~~of, inamong ~~designing~~other aproducts: ~~marketable~~artisan ~~sales~~crafted ~~approach~~Ouija toboards, ~~not~~high ~~only~~quality ~~these~~straight ~~industries~~from ~~but~~hell ~~also~~unholy towater ~~other~~and ~~types~~a ofBlackcraft ~~professional~~Emoji ~~businesses~~app ~~which~~for ~~might benefit from the use of our product~~phones. ~~Mr.~~ ~~Subick’s~~The ~~database~~planned offor ~~contacts~~products ~~which~~that ~~were~~will ~~acquired~~be ~~through~~available ~~his~~within ~~previous~~12 ~~sales~~months ~~positions~~include ~~could~~men’s ~~also~~and bewomen’s ~~incorporated~~denim ~~into~~jeans ~~our~~and ~~marketing~~vests, ~~strategy.~~lingerie, Wecosmetics, ~~look~~lines toof ~~Mr.~~liquor ~~Subick~~(initially ~~for~~tequila ~~his~~and ~~entrepreneurial~~vodka), and ~~managerial~~a ~~skills.~~book Itdescribing isBobby ~~Mr.~~and ~~Subick~~Jim’s, ~~who~~our ~~provided~~management’s, usjourney ~~his~~in ~~experience~~life and ~~knowledge~~the ~~for~~significance ~~development~~ of ~~our~~Blackcraft’s ~~business~~profound ~~plan~~message.

~~ITEM~~Mobile ~~1A. RISK~~Application ~~FACTORS~~– Blackcraft Zodiac

AnWe ~~investment~~recently increated ~~our~~the ~~common~~Blackcraft ~~stock~~Zodiac ~~involves~~dating aapp. ~~high~~Unlike ~~degree~~Tinder, ofGrindr, ~~risk.~~Hinge, ~~You~~and ~~should~~other ~~carefully~~dating ~~consider~~apps, ~~the~~which ~~risks~~rely ~~described~~solely ~~below~~on GPS, ~~together~~location-based ~~with~~technology, ~~all~~Blackcraft ofZodiac uses the ~~other~~science ~~information~~of ~~included~~astrology into ~~this~~help ~~report,~~singles ~~before~~meet ~~making~~their ansoul ~~investment~~mate ~~decision.~~from Ifthe ~~any~~palm of ~~the~~their ~~following~~hand. ~~risks~~Blackcraft ~~actually~~Zodiac's ~~occurs,~~push ~~our~~technology ~~business,~~calls ~~financial~~upon ~~condition~~the oruniverse ~~results~~to ofplay ~~operations~~match-maker ~~could~~and ~~suffer.~~helps Inindividuals ~~that~~find ~~case,~~their celestial counterpart within the ~~trading~~same ~~price~~building ofor ~~our~~room. ~~common~~The ~~stock~~app ~~could~~automatically ~~decline,~~identifies ~~and~~your ~~you~~zodiac ~~may~~upon ~~lose~~registration, ~~all~~and ormakes ~~part~~matches ofwith your ~~investment.~~compatible ~~You~~zodiac ~~should~~based ~~read~~on ~~the~~vicinity, ~~section~~age ~~entitled~~and ~~“Special~~gender ~~Note~~preferences. ~~Regarding~~The ~~Forward~~app ~~Looking~~is ~~Statements”~~available ~~above~~ for adownload ~~discussion~~on ofour ~~what~~mobile ~~types~~app ofwebsite ~~statements are forward-looking statements~~www.BCZodiac.com, asin ~~well~~Google asplay ~~the~~and ~~significance of such statements~~ in the ~~context~~Apple ofApp ~~this report~~Store.

We are a development stage company organized in April 2011 and have recently commenced operations, making an evaluation of us extremely difficult. At this stage, even with our good faith efforts, there is nothing on which to base an assumption that we will become profitable or generate any significant amount of revenues.Marketing

We ~~were~~strive ~~incorporated~~to inincrease ~~April~~sales ofand ~~2011 as a Nevada corporation. As a result of~~ our ~~start-up~~brand ~~operations we have; (i) generated no revenues~~recognition, ~~(ii)~~enhance ~~accumulated deficits of $228,763 for~~ the ~~period~~customer ~~ended~~shopping ~~December~~experience ~~31, 2013,~~ and ~~(iii)~~reach weout have incurred losses of $166,566 for the year ended December 31, 2013. We have been focused on organizational, start-up activities and business plan development since we incorporated. Although we have commenced the development of our website and marketing strategy, there is nothing at this time on which to ~~base~~new ancustomers ~~assumption~~using ~~that~~social ~~our~~media; ~~business~~reliance ~~operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend~~ on ~~many factors, including~~ our ~~ability~~customers ~~to raise adequate working capital, demand for our product, the level of our competition~~ and ~~our~~associates; ~~ability~~compelling tostore ~~attract~~design; and ~~maintain~~attending ~~key management and employees~~events.

The strategy to reach more of the target market is to strategically place, attend, host, promote, and gift both cyberwise and physically around the world. Being up-to-date on social media sites such as Facebook, Instagram, and Twitter, and always having something new and exciting about the brand or related subjects to intrigue and fascinate the following into Blackcraft's movement and lifestyle. The concept of unique products such as the Ouija Board and Unholy Water to promote the lifestyle in a way that is not ordinary or traditional. Attending events and parties to increase the hype and popularity of the image and message through social interaction and word-of-mouth.

During the period from inception through December 31, 2014, our advertising costs totaled $34,202.

Because the majority of the target market are people in their teens to mid-twenties, low to middle-class in social economic terms, share competitions that give away free but meaningful and substantial prizes would entice more followers. The outreach of celebrities and other relevant but common themed brands to cooperate, partner, and assist in the promotion of Blackcraft will link and create more recognition of the brand.

Sourcing and Distribution

We source our products from various vendors of which there are no material supply agreements. We purchase blank-shirts from two vendors and use a few vendors for printing.

Our merchandise is warehoused and distributed through our store/warehouse located in Orange, California. Merchandise is typically shipped to our internet customers every day using common carriers.

Our auditor’s report reflects the fact that the ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately the achievement of significant operating revenues. If we are unable to continue as a going concern, you will lose your investment.Competition

~~Additionally,~~The ~~our~~apparel ~~auditor’s~~and ~~report~~accessory ~~reflects~~categories ~~that~~within the ~~ability~~online ofretail ~~Merculite~~industry ~~Distributing~~in which we operate are highly competitive and are subject to ~~continue~~rapidly aschanging aconsumer ~~going~~demands ~~concern~~and ispreferences. ~~dependent~~We ~~upon~~compete ~~its~~with ~~ability~~numerous toretailers ~~raise~~for ~~additional~~vendors, ~~capital~~teenage ~~from~~and ~~the~~young ~~sale~~adult ofcustomers, ~~common~~suitable ~~stock~~store locations and qualified associates and management personnel. We currently compete with street alternative stores located primarily in metropolitan areas; shopping mall-based teenage-focused retailers; big-box discount stores; mail order catalogs and websites; and with numerous potential competitors who may begin or increase efforts to market and sell products competitive with Blackcraft products. The primary competitive factors in our markets are: brand name recognition, ~~ultimately~~sourcing, ~~the~~product ~~achievement~~quality, product presentation, product pricing, timeliness of ~~significant~~product ~~operating~~delivery, ~~revenues~~store ambiance, customer service and convenience. IfMany of our current and potential competitors have greater brand recognition, longer operating histories, larger customer bases and significantly greater financial, marketing and other resources than we ~~are~~do. ~~unable~~We expect competition in our markets to ~~continue~~increase. asIncreased competition could have a ~~going~~material ~~concern~~adverse effect on our business, ~~you~~results of operations and financial condition. We cannot ensure that we will ~~lose~~be ~~your~~able ~~investment~~to compete successfully against current or future competitors or address increased competitive pressures.

WeInformation are significantly dependent on our sole officer and director, who has minimal experience running a public company. The loss or unavailability to Merculite of Mr. Subick’s services would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial arrangements, which could result in a loss of your investment.Technology

Our ~~business~~information ~~plan~~systems isprovide ~~significantly~~for ~~dependent upon~~ the ~~abilities~~integration ~~and continued participation~~ of ~~Mr.~~store, ~~Subick~~internet, ~~our~~merchandising, ~~sole~~distribution, ~~officer~~financial and ~~director.~~human Itresources ~~would~~records beand ~~difficult to replace Mr~~data. We ~~Subick~~license ata ~~such~~full anrange ~~early stage~~ of ~~development.~~software ~~The~~from ~~loss~~different byvendors orsuch ~~unavailability~~as toBig ~~Merculite~~Cartel, ~~Distributing of Mr. Subick’s services would have an adverse effect on our business~~Paypal, ~~operations~~ and ~~prospects,~~Ship inStation. We ~~that~~regularly ~~our~~upgrade ~~inability~~existing tosystems or replace ~~either~~all ~~could~~or ~~result~~part ~~in the loss~~ of ~~one’s~~an ~~investment. Mr.~~existing ~~Subick~~system ~~will~~with ~~generate~~one ~~sales~~that ~~through direct marketing and by creating personal contacts; some of whom~~ we ~~may~~believe ~~lose~~is asbetter asuited ~~result~~to ofour ~~losing Mr~~business. In ~~Subick.~~addition, Ifwe ~~this~~occasionally ~~occurs~~implement itnew ~~may~~technology ~~significantly~~to ~~affect~~support our ~~revenues~~business. We ~~Finding~~plan ~~someone~~to ~~with~~purchase ~~Mr.~~and ~~Subick’s~~implement ~~extensive~~several ~~knowledge~~major ofsystems, onreplacing ~~premise~~our ~~sales~~merchandising ~~will~~system becurrently ~~difficult.~~supporting ~~There~~the ~~can~~needs beof noour ~~assurance that we would be able to locate or employ personnel to replace Mr~~businesses. ~~Subick, should his services be discontinued.~~

~~Our~~Intellectual ~~officer has minimal experience in running a public company. The lack of experience in operating a public company could impact our return on investment, if any.~~Property

AsIn aSeptember ~~result~~2013 ofwe ~~our~~filed ~~reliance~~a ontrademark ~~Mr.~~for ~~Subick,~~Blackcraft ~~and~~Cult. ~~his~~In ~~minimal~~May ~~experience~~2014 inwe ~~operating~~filed a ~~public~~trademark ~~company,~~and ~~our~~tradename ~~investors~~for ~~are~~Blackcraft ~~at risk in losing their entire investment~~Zodiac. ~~Mr. Subick intends to hire personnel in the future~~Also, ~~when~~an ~~sufficiently~~application ~~capitalized,~~has ~~who~~been ~~would~~filed ~~have~~and ~~the experience required to manage our company. Such management~~ is ~~not~~pending ~~anticipated~~with ~~until~~ the ~~occurrence~~United ofStates ~~future~~Patent ~~financing.~~and ~~Since~~Trademark ~~this~~Office ~~offering~~for ~~will not sufficiently capitalize~~ our ~~company,~~Blackcraft ~~future~~Zodiac ~~offerings will be necessary to satisfy capital needs~~App. ~~Until such a future offering occurs, and until such management is in place, we are reliant upon Mr. Subick to make the appropriate management decisions.~~

~~Mr.~~Government ~~Subick has minimal management experience related to our proposed business, which may adversely affect our success.~~Regulation

~~Mr.~~Our ~~Subick~~services ~~has~~are ~~professional~~subject ~~experience~~to asfederal aand ~~licensed~~state ~~insurance~~consumer ~~provider,~~protection ~~On-Premise~~laws ~~Supervisor~~including laws protecting the privacy of consumer information and ~~Marketing~~regulations ~~Associate~~prohibiting unfair and deceptive trade practices. HeIn ~~has~~particular, ~~minimal~~under ~~experience~~federal asand astate ~~director~~financial orprivacy ~~officer~~laws and regulations, we must provide notice to consumers of aour policies on sharing non-public ~~company.~~information ~~Even~~with ~~though~~third ~~Mr.~~parties, ~~Subick~~advance ~~was~~notice aof ~~former~~any ~~executive~~changes ~~officer~~to our policies and, ~~director~~with limited exceptions, we must give consumers the right to prevent sharing of ~~Oraco~~their ~~Resources,~~non-public ~~Inc.~~personal ~~(formerly~~information ~~Sterilite~~with ~~Solutions,~~unaffiliated ~~Corp~~third parties.) ~~his~~Further, ~~leadership~~the growth and ~~experience~~demand infor ~~managing~~online acommerce ~~company~~could ~~which~~result ~~produces~~in ~~and~~more ~~distributes~~stringent anconsumer ~~environmentally~~protection ~~friendly~~laws ~~cleaning~~that ~~product~~impose isadditional ~~very~~compliance ~~limited.~~burdens ~~His~~on ~~lack~~online ofcompanies. ~~experience~~These ~~puts~~consumer ~~our~~protection ~~investors~~laws atcould ~~risk~~result ofin ~~losing~~substantial ~~their~~compliance ~~entire investment~~costs.

New disclosure and reporting requirements, established under existing or new state or federal laws, such as rules regarding requirements to identify the origin and existence of certain "conflict minerals" or regarding the disclosure of abusive labor practices in portions of our supply chain, could increase the cost of doing business, adversely affecting our results of operations.

In many states, there is currently great uncertainty whether or how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet and commercial online services. In addition, new state tax regulations in states where we do not now collect state and local taxes may subject us to the obligation to collect and remit state and local taxes, or subject us to additional state and local sales and income taxes, or to requirements intended to assist states with their tax collection efforts. New legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the application of existing laws and regulations to the Internet and commercial online services could result in significant additional taxes on our business. These taxes or tax collection obligations could have an adverse effect on our cash flows and results of operations. Further, there is a possibility that we may be subject to significant fines or other payments for any past failures to comply with these requirements.

Mr. Subick is involved with other businesses and there can be no assurance that he will continue to provide services to us. Mr. Subick’s limited time devotion to Merculite Distributing could have the effect on our operations of preventing us from being a successful business operation, which ultimately could cause a loss of your investment.Personnel

~~Mr.~~As ~~Subick~~of isthe ~~currently~~date ~~involved~~of inthis ~~other businesses~~filing, ~~which~~we have ~~not,~~5 ~~and~~full-time ~~are~~employees, ~~not~~one ~~expected~~of inwhich ~~the~~is ~~future~~an toofficer ~~interfere with his ability to work on behalf~~ of ~~our~~the ~~company~~Company. ~~Mr.~~We ~~Subick~~also ~~may~~have in2 ~~the~~independent ~~future~~contractors, beone ~~involved~~of ~~with~~which ~~other~~is ~~businesses~~an ~~and~~officer ~~there can be no assurance that he will continue to provide services to us. Mr. Subick will devote only a portion~~ of ~~his~~the ~~time to our activities~~Company.

AnReports ~~evaluation~~to ofSecurity ~~us is extremely difficult. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment.~~Holders

~~There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably~~1. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand and acceptance of our business plan, the level of our competition and our ability to attract and maintain key management and employees.

~~While~~We ~~Management~~will ~~believes~~furnish ~~its~~shareholders ~~estimates~~with ofannual ~~projected~~financial ~~occurrences~~reports ~~and~~certified ~~events~~by ~~are~~our ~~within~~independent ~~the~~registered ~~timetable~~public ~~of its business plan, there can be no guarantees or assurances that the results anticipated will occur~~accountants.

~~Potential issuance of additional common stock could dilute existing stockholders~~2.

We are ~~authorized~~a toreporting ~~issue~~issuer upwith ~~to 100,000,000 shares of common stock of which at this time 744,750 have been issued. To~~ the ~~extent~~Securities ofand ~~such~~Exchange authorization, our Board of Directors has the ability, without seeking stockholder approval, to issue additional shares of common stock in the future for such consideration as the Board of Directors may consider sufficientCommission. We ~~are~~file ~~currently~~periodic ~~seeking additional equity financing~~reports, which ifare ~~sought~~required orin ~~obtained~~accordance ~~may~~with ~~result~~Section in15(d) ~~additional shares~~ of ~~our~~the ~~common~~Securities ~~stock~~Act ~~being issued. The issuance~~ of ~~additional~~1933, ~~common~~with ~~stock in~~ the ~~future~~Securities ~~will reduce the proportionate ownership~~ and ~~voting~~Exchange ~~power~~Commission ofto maintain the ~~common~~fully ~~stock~~reporting ~~held by our existing stockholders~~status.

~~We will require additional financing in order to implement our business plan~~3. ~~In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of your investment.~~

~~Due~~The topublic ~~our~~may ~~very~~read ~~recent~~and ~~start-up~~copy ~~nature,~~any materials we ~~will~~file ~~have~~with ~~to incur~~ the ~~costs~~SEC ofat ~~website~~the ~~and~~SEC's ~~marketing~~Public ~~development,~~Reference ~~development~~Room ofat ~~our~~100 ~~product~~F ~~graphic materials~~Street, ~~and packaging methodology, and all other associated fees~~N. ~~To fully implement our business plan we will require substantial additional funding~~E. ~~We plan to raise additional funds through private placements~~, ~~registered offerings~~Washington, ~~debt~~D.C. ~~financing or other sources to maintain and expand our operations~~20002. The ~~Adequate~~public ~~funds~~may ~~for~~obtain ~~this~~information ~~purpose~~ on ~~terms~~the ~~favorable~~operation toof usthe ~~may~~Public ~~not~~Reference beRoom ~~available,~~by ~~and~~calling ifthe ~~available,~~SEC onat ~~terms significantly more adverse to us than are manageable~~1-800-SEC-0330. Our ~~Without~~SEC ~~new~~filings ~~funding,~~will ~~we may~~ be ~~only~~available ~~partially~~on ~~successful~~the orSEC ~~completely~~Internet ~~unsuccessful in implementing our business plan~~site, ~~and~~located ~~our~~at ~~stockholders will lose part or all of their investment~~http://www.sec.gov.

~~Because~~ITEM ~~our~~1A. ~~common~~RISK ~~stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.~~FACTORS

Risks Relating To Our Business and Marketplace

Our success relies on popularity of the lifestyle of being superior to religious indoctrination and other society enforced norms.

Our financial performance is largely dependent upon the continued popularity of apparel, accessories and other merchandise inspired by the lifestyle rooted in the ideal of self-realization being superior to religious indoctrination and other society enforced norms, particularly among teenagers and young adults. Our failure to anticipate, identify and react appropriately to changing trends and preferences of our customers could lead to, among other things, excess inventories and higher markdowns. There can be no assurance that the products we sell will be accepted by our customers.

Our access to merchandise could be hurt by changes in vendors’ business condition

Our financial performance depends on our ability to obtain our merchandise in sufficient quantities at competitive prices. We depend on independent contractors and vendors to manufacture much of our merchandise. We rely on small, specialized vendors who generally have limited resources, production capacities and operating histories. Lack of access to capital, as a result of the current economic conditions or otherwise, and changes in vendors’ compliance and certification procedures may cause our vendors to delay, reduce or eliminate shipment of products we otherwise would sell in our store. We generally do not have long-term purchase contracts or other contractual assurances of continued supply, pricing or access to new products. There can be no assurance that we will be able to acquire desired merchandise in sufficient quantities on acceptable terms in the future.

Expanding our operations to include new concepts presents risks.

We may implement other new concepts in the future. Starting and operating new concepts presents new and challenging risks and uncertainties, including, among others, unanticipated operational problems, lack of experience, lack of customer acceptance, the inability to market a new concept effectively, new vendor relationships, competition from existing and new retailers, and diversion of management’s attention from our existing concepts. If we do not operate Blackcraft or a new concept effectively, it could materially impact our business.

~~Since~~Our ~~our~~business ~~common~~strategy ~~stock~~requires isinnovating aand ~~penny~~improving ~~stock~~our operations, asand ~~defined~~we inmay ~~Rule~~not ~~3a51-1 under the Securities Exchange Act, it will~~ be ~~more~~able ~~difficult for investors~~ to ~~liquidate~~do ~~their~~this ~~investment~~sufficiently ~~even~~to ifeffectively ~~and~~prevent ~~when~~ a ~~market~~negative ~~develops~~impact ~~for~~on ~~the~~our ~~common~~business ~~stock.~~and ~~Until~~financial ~~the trading price of the common stock rises above $5~~results.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

·To ~~Deliver~~be tosuccessful ~~the~~we ~~customer~~must innovate our products, our stores, and ~~obtain~~the ashopping ~~written~~experience ~~receipt~~for our customers. Such innovation involves risks, including that we will not properly anticipate the need for or rate of change, athat ~~disclosure~~we ~~document;~~are not able to successfully bring about such change, that we will not be able to produce anticipated results, and that our customers will not be receptive to the change. Such innovation also involves significant capital expenditures and other costs that we may not be able to recover if the innovation is not favorably received by our customers.

·If ~~Disclose~~we ~~certain~~are ~~price~~not ~~information~~able ~~about~~to protect our intellectual property our ability to capitalize on the ~~stock;~~value of our brand name may be impaired.

·Even ~~Disclose~~though ~~the~~we ~~amount~~have oftaken ~~compensation~~action ~~received~~to byestablish, ~~the~~register ~~broker-dealer~~and protect our trademarks and other proprietary rights, we cannot assure you that we will be successful or ~~any~~that ~~associated~~others ~~person~~will ofnot imitate our products or infringe upon our intellectual property rights. In addition, we cannot assure that others will not resist or seek to block the ~~broker-dealer;~~sale of our products as infringements of their trademark and proprietary rights.

·We ~~Send~~are ~~monthly~~seeking ~~statements~~ to ~~customers~~register ~~with~~our ~~market~~trademarks domestically. Obstacles may exist that may prevent us from obtaining a trademark for the Blackcraft Cult and ~~price~~Blackcraft ~~information~~Zodiac ~~about~~names or related names. We may not be able to register certain trademarks, purchase the ~~penny~~right ~~stock;~~or obtain a license to use these names or related names on commercially reasonable terms. If we fail to obtain trademark, ownership or license the requisite rights, it would limit our ability to expand. In some jurisdictions, despite successful registration of our trademarks, third parties may allege infringement and bring actions against us. In addition, if our licensees fail to use our intellectual property correctly, the reputation and value associated with our trademarks may be diluted. Furthermore, if we do not demonstrate use of our trademarks, our trademark rights may lapse over time.

·Failure Inof ~~some~~our ~~circumstances,~~vendors ~~approve~~to ~~the~~use ~~purchaser’s~~acceptable ~~account~~ethical ~~under~~business ~~certain~~practices ~~standards~~could ~~and~~negatively ~~deliver~~impact ~~written~~our ~~statements to the customer with information specified in the rules~~business.

~~Consequently,~~We ~~the~~require ~~penny~~and ~~stock~~expect our vendors and manufacturers to operate in compliance with applicable laws, rules ~~may~~and ~~restrict~~regulations regarding working conditions, employment practices, the ~~ability~~environment orand ~~willingness~~intellectual ofproperty. ~~broker-dealers~~However, towe ~~sell~~do ~~the~~not ~~common~~control ~~stock~~their labor and ~~may~~other ~~affect~~business ~~the~~practices. ~~ability~~Further, we do not inspect our manufacturers’ operations and would not be immediately aware of ~~holders~~any tononcompliance ~~sell~~by ~~their~~our ~~common~~vendors ~~stock~~with inapplicable ~~the~~domestic ~~secondary~~or ~~market~~international laws and ~~the~~standards, ~~price~~including atour ~~which~~internal ~~such~~standards. ~~holders~~If ~~can~~one ~~sell~~of ~~any~~our ~~such~~vendors ~~securities.~~or ~~These~~manufacturers ~~additional~~violates ~~procedures~~labor ~~could~~or ~~also~~other ~~limit~~laws ~~our~~or ~~ability~~implements tolabor ~~raise~~or ~~additional~~other ~~capital~~business inpractices that are regarded as unethical, the ~~future~~shipment of merchandise to us could be interrupted, orders could be canceled, relationships could be terminated and our reputation could be damaged.

Technology and other risks associated with our internet sales could hinder our overall financial performance.

We sell merchandise over the internet through our website which we control. Our internet sales generate a significant portion of our total sales and are dependent on our ability to drive internet traffic to our website. Our internet operations are subject to numerous risks and pose risks to our overall business, including the inability to successfully establish partnerships that are instrumental in driving traffic to our website; diversion of sales from our store; liability for online content; computer and consumer privacy concerns; rapid technological changes; the need to invest in additional computer hardware and software to support sales; hiring, retention and training of personnel; failure of computer hardware and software, including computer viruses, telecommunication failures, online security breaches and similar disruptions; governmental regulations; and credit card fraud. There can be no assurance that our internet operations will achieve sales and profitability levels that justify our investment in them.

We materially rely on eCommerce, information and other technology systems, including such technology provided by third parties.

We believe our dependence on eCommerce, information and other technology systems, including technology provided by third parties, will increase in the future, and it is possible we may not be able to obtain, maintain or use such systems as quickly or as effectively as needed. Implementing new systems, modifying existing systems, and restoring such systems and technology following a shut-down could present technological and operational challenges which we are unprepared for. We continue to evaluate the adequacy of the eCommerce, information and other technology systems we use to operate our business. Our failure to adapt to changing technological needs could have a material adverse effect on our results of operations and financial condition. We have agreements with third-party providers to maintain eCommerce and information technology systems, including content. We would be negatively impacted if such third parties fail to provide such services, including by way of malfunction of third-party sites, hardware, software and other equipment; service outages of third-party sites; third-party claims of data privacy violations, security breaches and intellectual property infringement; and poor integration of our technology into their software and services.

System security risk issues and system failures could disrupt our internal operations or information technology services provided to customers

Computer hacking attacks, as well as computer malware, denial-of-service attacks and viruses, have become increasingly prevalent in recent years. Using such methods and others, experienced computer programmers, hackers and other users may be able to penetrate our network security and misappropriate our confidential information or that of third parties, create system disruptions or cause shutdowns. As a result, we could incur significant expenses addressing problems created by security breaches of our network. Moreover, we could incur significant loss of revenue and increased expenses in connection with system failures. In addition, hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system. The costs to us to eliminate or alleviate security problems, viruses and bugs could be significant, and the efforts to address these problems could result in interruptions, delays or cessation of service that may impede our sales, distribution or other critical functions. In addition, our systems are not fully redundant and could be subject to failure. Our disaster recovery planning may not be sufficient, and we may not have adequate insurance coverage to compensate us for any significant casualty loss.

We are responsible for maintaining the privacy of personally identifiable information of our customers.

Through our sale transactions we obtain personally identifiable information about our customers, which is subject to federal, state and international privacy laws. These laws are constantly changing. If we fail to comply with these laws, we may be subject to fines, penalties or other adverse actions. We are highly dependent on the use of credit cards to complete sale transactions in our stores and through our website, and if we fail to comply with Payment Card Industry (PCI) Data Security Standards, we may become subject to limitations on our ability to accept credit cards. Moreover, third parties may seek to access this information through improper means such as computer hacking, malware and viruses. Any incidents involving unauthorized access or improper use of our customers’ personally identifiable information could damage our reputation and brand and result in legal or regulatory action against us.

Loss of key people or an inability to hire necessary and significant personnel could hurt our business.

Our ability to achieve and maintain operating efficiency and to anticipate and effectively respond to changing trends and consumer preferences depends in part on our ability to retain and attract senior management and other key personnel in our operations, merchandising and other departments. Competition for these personnel is intense, and we cannot be sure that we will be able to retain or attract qualified personnel as needed. The sudden loss of the services of key people could have a material adverse effect on our business, results of operations and financial condition.

Our supply chain has risks and uncertainties that could affect our sales and business.

The merchandise we sell is obtained from vendors and manufacturers in the United States. Generally, this product is shipped to our store using Federal Express and the United States Postal Service. Our reliance on Federal Express and the United States Postal Service for shipments is subject to risks associated with their ability to provide delivery services that meet our shipping needs and our ability to obtain such services at an affordable cost.

Risks associated with contracting directly with manufacturers for merchandise could hinder our financial performance.

We are sourcing a greater percentage of our merchandise directly from manufacturers. We have limited experience in sourcing merchandise directly from manufacturers. We may encounter administrative challenges and operational difficulties with the manufacturers from which we may source our merchandise. Operational difficulties could include reductions in the availability of production capacity, errors in complying with merchandise specifications, insufficient quality control and failures to meet production deadlines. A manufacturer’s failure to ship merchandise to us on a timely basis or to meet the required quality standards could cause supply shortages that could result in lost sales. If a manufacturer conducts its operations in a manner that is illegal or regarded as unethical, it could affect our business and our reputation could be damaged.

We face intense competition.

The apparel and accessory categories within the retail industry in which we operate are highly competitive. Increased competition could have a material adverse effect on our business, results of operations and financial condition. Our competitors, particularly big-box retailers, may have the ability to sell merchandise at substantially lower prices than we are able to sell such merchandise. This may cause us to incur greater than anticipated price reductions and unanticipated increases in our inventories for such products. It may also cause us to elect not to sell such products, despite the fact the products would otherwise attract customers and sell well in our store.

Our profitability could be adversely affected by volatile commodity prices, including petroleum and cotton.

The profitability of our business depends to a certain degree upon the price of certain commodities, including petroleum and cotton products. We are affected by changes in such prices to the extent that such commodities are part of the costs of delivery of merchandise to our stores and to the extent that the commodities are used in the production of our merchandise. Higher gasoline prices may also affect the willingness of consumers to drive to our store.

Changes in laws, including employment laws and laws related to our merchandise, could make conducting our business more expensive or change the way we do business.

Changes in laws and any future changes could make our operations more expensive or require us to change the way we do business. Changes in federal and state minimum wage laws could require us to change our entire wage structure for store. Other laws related to treatment of employees, including laws related to employee benefits and privacy, could also negatively impact us, such as by increasing medical insurance costs and related expenses. Changes in product safety or other consumer protection laws, and private-party enforcement of existing laws, could lead to increased costs to us for certain merchandise, additional labor costs associated with readying merchandise for sale, or serve as the basis for litigation. Changes in laws affecting our supply chain, including the effect of the California Transparency in Supply Chain Act of 2012 and portions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to conflict minerals, may adversely affect the sourcing, availability and pricing of certain materials which may be used in the manufacture of some of our products. In addition, we may incur additional legal and other costs to comply with the annual disclosure requirements, including costs related to determining the source of any of the relevant minerals and metals which may be used in our products.

We incur costs associated with regulatory compliance, and this cost could be significant.

There are numerous regulatory requirements for public companies that we comply with or may be required to comply with in the future and compliance with these rules could result in the diversion of management’s time and attention, which could be disruptive to normal business operations. These regulations may include more stringent accounting standards, taxation requirements (including changes in applicable income tax rate, new tax laws and revised tax law interpretations), trade restrictions, regulations regarding financial matters, privacy and data security, environmental regulations, advertising, safety and product liability. We may in the future be required to adopt International Financial Reporting Standards, and doing so could be time-consuming and cause us to incur significant expense. If we do not satisfactorily or timely comply with these requirements, possible consequences could include sanction or investigation by regulatory authorities such as the SEC; fines and penalties; incomplete or late filing of our periodic reports, including our annual report on Form 10-K or quarterly reports on Form 10-Q or civil or criminal liability.

Government or consumer concerns about product safety could result in regulatory actions, recalls or changes to laws, which could harm our reputation, increase costs or reduce sales.

We are subject to regulation by the Consumer Product Safety Commission and similar state regulatory authorities, and our products could be subject to involuntary recalls and other actions by these authorities. We purchase merchandise from suppliers domestically in the United States. One or more of our suppliers might not adhere to product safety requirements or our quality control standards, and we might not identify the deficiency before such merchandise is received by our customers. Issues of product safety could result in a recall of products we sell. Additionally, regulatory authorities, including the Consumer Product Safety Commission, have undertaken reviews of product safety and are in the process of enacting or are considering various proposals for more stringent laws and regulations. In particular, the Consumer Product Safety Improvement Act of 2008, which imposes significant requirements on the sale of consumer products and enhanced penalties for noncompliance. Such regulations contain provisions which have uncertain applicability to products we sell, and such lack of certainty may inhibit our willingness carry products or cause us to carry product we otherwise would not. These regulations could result in delays in getting products to our stores, lost sales, the rejection of our products by consumers, damage to our reputation or material increases in our costs, and may have a material adverse effect on our business. Moreover, individuals and organization may assert legal claims for our non-compliance with consumer product rules and regulations, and we may be subject to lawsuits relating to these claims. There is a risk that these claims or liabilities may exceed or fall outside the scope of indemnities provided by third parties or outside the coverages of our insurance policies.

Economic conditions could decrease consumer spending and reduce our sales.

Certain economic conditions could affect the level of consumer spending on merchandise we offer, including, among others, employment levels; salary and wage levels, particularly of teens and college-age adults; interest rates; availability of consumer credit; taxation; and consumer confidence in future economic conditions. For example, the global economic downturn has significantly reduced consumer spending levels and mall customer traffic in general. The ongoing slowdown in the United States economy and uncertain economic outlook could continue to cause lower consumer spending levels and mall customer traffic which could adversely affect our sales results and financial performance. In addition, we are highly dependent on a significant level of teenage and college-age spending on our products, and we likely would be adversely affected if economic conditions limited such spending.

We have a limited operating history in the retail clothing/lifestyle industry on which to evaluate our potential and determine if we will be able to execute our business plan, and initially will depend on a single store and website to generate all of our revenues.

Upon closing of the Merger we now own and operate one Blackcraft Cult store in Orange, California. Although we plan on identifying and opening new store locations, we will initially rely on the Orange location and our website for all of our revenue. Investments in our securities should be considered in light of the risks and difficulties we will encounter as we attempt to penetrate the retail clothing industry.

We may need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us and or our stockholders. This may result in our inability to fund our working capital requirements and harm our operational results.

We believe that current cash on hand and the other sources of liquidity will be sufficient enough to fund our operations in the ordinary course of business through fiscal 2014. However, if we experience extraordinary expenses or other events beyond our control, we may need to raise additional funds to continue our operations.

Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.

Changes in accounting standards, especially those that relate to management estimates and assumptions, are unpredictable and may materially impact how we report and record our financial condition.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective and complex judgments about matters that are inherently uncertain. From time to time the Financial Accounting Standards Board (“FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. In addition, accounting standard setters and those who interpret the accounting standards (such as the FASB, the SEC, banking regulators and our outside auditors) may change or even reverse their previous interpretations or positions on how these standards should be applied. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in our restating prior period financial statements.

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

10We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.”

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.14

Even if we no longer qualify as an “emerging growth company”, we may still be subject to reduced reporting requirements so long as we are considered a “Smaller Reporting Company.”

Many of the exemptions available for emerging growth companies are also available to smaller reporting companies like us that have less than $75 million of worldwide common equity held by non-affiliates. So, although we may no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.

Risks Relating To Our Common Stock

Our common stock currently has no trading volume and holders of our securities may not be able to sell quickly any significant number of shares.

Our common stock is quoted on the OTCQB. There has been no trading volume of our common stock. Because of this, holders of our securities may not be able to sell quickly any significant number of such shares, and any attempted sale of a large number of our shares will likely have a material adverse impact on the price of our common stock. When a limited number of shares begin trading, the price per share is subject to volatility and may be subject to rapid price swings in the future.

Investors may have difficulty liquidating their investment because our stock will be subject to penny stock regulation.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.

We have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval, which could cause your investment to be diluted.

Our Articles of Incorporation authorizes the Board of Directors to issue up to 6,666,600,000 shares of common stock and 10,000,000 shares of preferred stock. The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to shareholder approval. Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting one’s investment.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

If we fail to remain current on our reporting requirements with the SEC, we could be removed from the OTC QB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC QB, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC QB. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC QB by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC QB for failure to timely file twice in a two-year period, then we will be ineligible for quotation on the OTC QB. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As of the date of this filing, we have no late filings reported by FINRA.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We have a limited number of personnel that are required to perform various roles and duties. These individuals developed our internal control procedures and are responsible for monitoring and ensuring compliance with those procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Concentrated Ownership. An excess of a majority of our outstanding voting securities are held by two individuals and they can elect all directors who in turn elect all officers, without the votes of any other stockholders.

Our Chief Executive Officer and our President, collectively own 79% of our outstanding voting securities and, accordingly, have effective control of us and may have effective control of us for the near and long term future. Votes of other stockholders can have little effect when we are managed by our Board of Directors and operated through our officers, all of whom can be elected by these two individuals.

We do not expect to pay dividends in the near future.

We do not expect to declare or pay any dividends on our common stock in the foreseeable future. The declaration and payment in the future of any cash or stock dividends on the common stock will be at the discretion of our Board of Directors and will depend upon a variety of factors, including our ability to service our outstanding indebtedness, if any, and to pay dividends on securities ranking senior to the common stock, our future earnings, if any, capital requirements, financial condition and such other factors as our Board of Directors may consider to be relevant from time to time. Our earnings, if any, are expected to be retained for use in expanding our business.

ITEM 1B. UNRESOLVED STAFF COMMENTS

As of the date of the filing of this Annual Report on Form 10-K, we have no unresolved staff comments.

ITEM 2. PROPERTIES

We currently maintain anour ~~office~~store/warehouse at ~~19081~~1030 N. ~~Shelby~~Main ~~Dr.~~Street, ~~Maricopa~~Unit B, AZOrange, ~~85138~~CA 92867. WeOur ~~have no~~ monthly rent, ~~nor~~for dothis welocation ~~accrue~~is ~~any~~$1,200. ~~expense~~There ~~for~~are ~~monthly~~currently ~~rent.~~no ~~Mr.~~proposed ~~Subick,~~programs ~~our~~for ~~President~~the renovation, ~~provides~~improvement usor ~~his~~development ~~home~~of inthe ~~which~~facility we ~~conduct~~currently ~~business on our behalf~~use. We ~~Mr.~~do ~~Subick does~~ not ~~receive~~believe ~~any~~that ~~remuneration~~we ~~for~~will ~~the~~need ~~use~~to ofobtain ~~this~~additional ~~facility~~space orat any time ~~spent~~in onthe ~~behalf~~foreseeable offuture, usapproximately 12 months. WeAdditionally, we do not ~~believe~~have ~~that~~any weplans ~~will~~for ~~need~~adding toretail ~~obtain~~locations ~~additional office space~~ at any time in the foreseeable future, approximately 12 months, ~~until~~as ~~our~~a ~~business~~result ~~plan~~of isapproximately ~~more~~95% ~~fully~~of ~~implemented~~our sales are through our website.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

ITEM 4. MINE SAFETY DISCLOSURES

~~Not Applicable~~None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ~~SMALL~~MARKET ~~BUSINESS~~INFORMATION ~~ISSUER~~FOR ~~PURCHASE~~COMMON ~~OF EQUITY SECURITIES~~STOCK

Market ~~Information~~information

~~Our~~We ~~common~~have ~~stock~~been isapproved ~~quoted~~for listing on the OTC Markets QB (~~OTC:QB~~OTCQB) under the symbol ~~“MRCD~~"BLCK.”"

~~Historically,~~Price ~~there~~Range ~~has~~of ~~not~~Common ~~been an active trading market for our common stock. We have been eligible to participate in the OTCQB since December 18, 2013.~~Stock

2013 BID PRICES
	High		Low
4th Quarter	$	0.00	$	0.00

The high and low closing prices of our common stock for the periods indicated are set forth below. These closing prices do not reflect retail mark-up, markdown or commissions.


Year ended December 31, 2014	High		Low

First Quarter	N/A		N/A
Second Quarter	$	5.35	$	5.35
Third Quarter	$	3.00	$	3.00
Fourth Quarter	$	1.20	$	1.20

~~Without~~The anshares ~~active~~quoted ~~public~~are ~~trading~~subject ~~market,~~to athe ~~stockholder~~provisions ~~may~~of ~~not~~Section be15(g) ~~able~~and toRule ~~liquidate~~15g-9 ~~their~~of ~~shares.~~the IfSecurities aExchange ~~market~~Act ~~does~~of ~~develop~~1934, ~~the~~as ~~price~~amended ~~for~~(the ~~our~~Exchange ~~securities~~Act”), ~~may~~commonly bereferred ~~highly volatile and may bear no relationship~~ to ~~our~~as ~~actual~~the ~~financial~~“penny ~~condition~~stock” ~~or results of operations~~rule. ~~Factors~~Section we15(g) ~~discuss~~sets inforth ~~this~~certain ~~report,~~requirements ~~including~~for ~~the~~transactions ~~many~~in ~~risks~~penny ~~associated~~stocks ~~with~~and anRule ~~investment~~15g-9(d)(1) inincorporates ~~our~~the ~~securities,~~definition ~~may~~of ~~have~~penny astock ~~significant~~as ~~impact~~that onused ~~the~~in ~~market~~Rule ~~price~~3a51-1 of ~~our~~the ~~common~~Exchange ~~stock~~Act.

The ability of individual stockholder to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.17

~~Holders~~The ofCommission ~~Common~~generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant’s net tangible assets; or exempted from the definition by the Commission. Trading in the shares is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse.

AsFor transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of ~~March~~such 7securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, ~~2014~~for any transaction involving a penny stock, weunless ~~had~~exempt, ~~101~~the ~~stockholders~~rules require the delivery, prior to the first transaction, of ~~record~~a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, the monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the ~~shares~~company’s ~~outstanding~~common stock and may affect the ability of shareholders to sell their shares.

Holders

As of March 31, 2015, we had 101 stockholders of record of the shares outstanding.

Dividends

~~The~~We ~~payment~~have ofnever ~~dividends~~declared isor ~~subject~~paid toany ~~the~~cash ~~discretion~~dividends ofon ~~the~~our ~~Company’s~~common ~~Board~~stock. For ofthe ~~Directors~~foreseeable ~~and will depend~~future, ~~among~~we ~~other~~intend ~~things,~~to ~~upon~~retain ~~our~~any earnings, ~~our~~to ~~capital~~finance ~~requirements,~~the ~~our~~development ~~financial condition,~~ and ~~other~~expansion ~~relevant~~of ~~factors.~~our Webusiness, ~~have~~and do not ~~paid~~anticipate ~~nor~~paying ~~declared~~ any cash dividends on our common stock. Any ~~since~~future ~~our~~determination ~~inception~~to ~~and,~~pay bydividends ~~reason~~will be at the discretion of ~~our~~the ~~present~~Board ~~financial~~of ~~status~~Directors and ~~our~~will ~~contemplated~~be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, docontractual ~~not~~restrictions, ~~anticipate~~business ~~paying~~prospects ~~any~~and ~~dividends~~other infactors that the ~~foreseeable~~board ~~future~~of directors considers relevant.

We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

· our financial condition;

· earnings;

· need for funds;

· capital requirements;

· prior claims of preferred stock to the extent issued and outstanding; and

· other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock will ever be paid.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has not adopted an Equity Compensation Plan.

Recent Sales of Unregistered Securities

On ~~April~~March 1827, ~~2013~~2014, pursuant to the Merger Agreement, we issued toa ~~Mr.~~total ~~Subick~~of ~~118~~148,~~375~~970,510 shares of our restricted common stock at(post ~~a price of $0~~66.10666 ~~per~~forward ~~share~~split) into ~~exchange for~~ the ~~conversion~~stockholders of ~~debt~~BEI, ~~held~~in byexchange ~~Mr.~~for ~~Subick~~100% ~~pursuant to a revolving line~~ of ~~credit~~the ~~valued~~issued atand ~~$11,837.44~~outstanding atshares ~~the~~of ~~time~~common stock of ~~conversion~~BEI.

12We made the aforementioned common stock issuances in reliance upon the exemption from registration under Section 4(2) of the Securities Act for private offerings not involving a public distribution. We believe that the issuance and sale of the above securities were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2). The securities were issued directly by us and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of our company that contained the relevant information needed to make their investment decision, including our financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to issuing the securities, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.

The offering and sale of the shares of common stock will not be registered under the Securities Act of 1933 because the offering and sale was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 thereunder for transactions by an issuer not involving a public offering (with the recipient representing his intentions to acquire the securities for his own accounts and not with a view to the distribution thereof and acknowledging that the securities will be issued in a transaction not registered under the Securities Act of 1933).18

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the year ended December 31, ~~2013~~2014.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ~~ANALYSIS~~PLAN OF ~~FINANCIAL CONDITION AND RESULT OF~~ OPERATIONS

~~Except~~This ~~for~~section ~~the~~must historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in “Risk Factors”. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with ~~our~~the ~~financial~~Audited ~~statements~~Financial ~~and~~Statements ~~related notes~~ included ~~elsewhere~~ in this ~~annual~~Annual ~~report~~Report.

~~Background~~With ~~Overview~~the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.

~~Merculite Distributing is a development stage company incorporated in the State of Nevada in April of 2011. We were formed to distribute and eventually manufacture a private label of non~~Forward-~~caustic~~Looking “green” based cleaning solutions currently provided to us and manufactured by Integrated Environmental Technologies, Ltd., to both the public and private sectors. In April of 2011 we commenced our planned principal operations, and therefore have no significant assets.Statements

~~Since~~The ~~our~~statements ~~inception~~contained onin ~~April~~all ~~29,~~parts ~~2011~~of ~~through~~this ~~December~~document ~~31,~~that ~~2013,~~are ~~we have~~ not ~~generated~~historical ~~any~~facts ~~revenues~~are, ~~and~~or ~~have~~may ~~incurred~~be andeemed ~~accumulated~~to ~~net~~be, ~~loss~~"forward-looking ofstatements" ~~$213,419.~~within ~~From~~the ~~April~~meaning of ~~2011~~Section ~~through~~27A ~~December~~ of ~~2013 our business activities included~~ the ~~formation~~Securities Act of ~~our~~1933 ~~corporate~~and ~~entity,~~Section ~~development~~21E of ~~our~~the ~~business~~Securities ~~plan,~~Exchange ~~issuance~~Act of ~~our~~1934. Such ~~common~~forward-looking ~~stock~~statements toinclude, ~~existing~~but ~~shareholders~~are ofnot ~~our~~limited ~~former parent corporation (Oraco Resources~~to, ~~Inc.),~~those asrelating ~~well~~to as the ~~execution~~following: ofthe ~~our~~Company's ~~Separation~~ability ~~and~~to ~~Distribution~~secure ~~Agreement,~~necessary ~~Trademark~~financing; ~~Licensing~~expected ~~Agreement,~~growth; ~~Contribution~~future ~~Agreement,~~operating ~~and~~expenses; ~~completing~~future ~~our~~margins; ~~initial~~fluctuations ~~public~~in ~~offering~~interest ~~through~~rates; ~~the~~ability ~~sale~~to ofcontinue ~~600,000~~to ~~shares~~grow ofand ~~our~~implement ~~common stock~~growth, ~~resulting~~ inand ~~gross~~regarding ~~proceeds~~future ~~of $60~~growth,~~000.~~ Wecash ~~also~~needs, ~~initiated the process of the Company audit~~operations, asbusiness ~~well~~plans asand ~~secured~~financial ~~our~~results ~~website domain~~ and ~~are~~any inother ~~the~~statements ~~process~~that ofare ~~working~~not onhistorical ~~our new and improved webpage~~facts.

13When used in this document, the words "anticipate," "estimate," "expect," "may," "plans," "project," and similar expressions are intended to be among the statements that identify forward-looking statements. Our results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the Company’s dependence on its ability to attract and retain skilled managers and other personnel; intense competition; the uncertainty of the Company's ability to manage and continue its growth and implement its business strategy; its vulnerability to general economic conditions; accuracy of accounting and other estimates; the Company's future financial and operating results, cash needs and demand for services; and the Company's ability to maintain and comply with permits and licenses; as well as other risk factors described in this Annual Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.

~~Plan of Operation~~Background

InOn ~~order~~March to26, ~~begin~~2014, ~~generating~~Blackcraft ~~revenue~~Cult, ~~during~~Inc., ~~the~~formerly ~~next~~Merculite 12Distribution, ~~months~~Inc., weentered ~~will~~into ~~focus on developing and implementing~~ a ~~marketing~~reverse ~~plan~~triangular ~~that~~merger ~~integrates~~for ~~with~~the ~~our~~acquisition ~~websites.~~of We100% ~~believe~~of ~~that~~ownership ~~using~~of ~~the~~Blackcraft ~~internet~~Emoji isIncorporated, a ~~great~~California ~~marketing~~corporation ~~tool~~(“BEI”). ~~not~~Effective ~~only~~March ~~for~~27, ~~providing information on our company~~2014, ~~but~~we ~~also~~completed ~~for scheduling product demonstrations and web based product sales. We registered~~ the ~~domain~~acquisition ~~name~~of ~~www~~BEI.~~merculitedistributing.com~~ ~~and~~As ~~have developed~~ a ~~preliminary~~result ~~website.~~of Weacquiring ~~are working to expand the site to be more comprehensive and intend to have a fully developed website~~BEI, ~~capable~~our ofentire ~~handling~~operations ~~online~~are ~~sales~~currently ~~and video~~ based ~~product~~upon ~~demonstrations during~~ the ~~first~~operations ~~quarter~~ of ~~2014. Our website will also link to our existing website www.sterilitesolutions.com, where~~ the ~~product~~assets ~~will be available for purchase~~acquired. ~~We intend to maintain both websites.~~

Merculite’s revenue streams will require an improved web presence in addition to direct marketing to industry executives and public sector officials. Below are the marketing initiatives that we are currently working on, as well as an estimated timeline for completion and the estimated or anticipated costs associated with each.

· Search engine optimization- we are currently working on inserting keywords that describe our business in the Meta tags of the websites. This will help put our websites at the top of the search results. We expect this to be complete by the end of the first quarter of 2014. We estimate the cost to be mainly in time.

· Including our web addresses (URL’s) in directories- we have begun to identify certain online and offline directories we would like to be included in. We expect to complete this by the end of the first quarter of 2014. While some directories are free of charge, others have a small fee. Overall this portion of our business plan may cost up to $200.

· Making contacts online and in person with potential business owners and customers- we have been networking through personal networks and have been generally discussing our product. While we have not yet made any sales, we have fostered interest. This will be an ongoing initiative and there is no cost associated.

· Developing website based video demonstrations- we have been developing the basic ideas for the video demonstrations, but have not yet filmed or posted anything. We expect this to be completed by the end of the first quarter of 2014. We plan on using personal equipment and post to the website using free online video services, so we estimate the cost to be about $100 to purchase small equipment we may need.

· Facilitating and participating in online discussions - online blogs and discussion boards is one method we plan to use to foster interest in our product. There are boards about cleaning products, “green” products and all other kinds of topics that we could participate in. We have not yet begun this process, and it will be an on-going initiative. The cost will be in time.

· Trade show attendance – we are researching different trade shows locally that we could attend. This will be an on-going initiative and the cost per year may be about $500- $1,000 depending on whether we simply attend or rent a booth.

· Traditional print marketing campaigns- we are making the decision to print traditional brochures and flyers to hand out. We expect the first set of materials to be designed and printed by the end of the second quarter of 2014. We estimate the cost to be around $500.

· On-premise product demonstrations– the best way to advertise the effectiveness of a product is to put it to use. We plan to demonstrate the product in person to potential customers found by the above methods. This will be an ongoing initiative and will bear a minimal cost, no greater than $100.

Currently, our day-to-day operations include researching the best method for online advertising and finding the most applicable directories to include ourselves in. After funding our day to day operations will consist of maintaining the online presence we developed, visiting schools, restaurants and other establishments to conduct on-site demonstrations, attending trade shows, and developing our sales and shipping processes. To date, all of operations have been limited to start up and developmental activities and we have not yet begun distributing any products, including our privately labeled solution.

Satisfaction of our cash obligations for the next 12 months. We have accomplished the goal of developing our business plan; however, we are in the early stages of setting up an operational company capable of realizing revenues. Without cash flow from operations we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. Our sole officer and director, Mr. Subick, has agreed to continue his part time work without pay, until such time as there are either sufficient funds from operations, or alternatively, that funds are available through private placements or another offering in the future. We have not allocated any pay for Mr. Subick out of the funds raised in our initial public offering.

Summary of any product strategy, research and development that we will perform for the term of the plan. We anticipate performing moderate levels of research and development under our plan of operation in the near future. We will continue to monitor new developments in environmentally green, non-caustic cleaning solutions. We will utilize market tools such as trade publications, company sales reports and other media offering current information on ecofriendly, non-caustic solutions.

Expected purchase or sale of plant or significant equipment. The purchase of any plant or significant equipment; is not required by us at this time or in the next 12 months.

Significant changes in number of employees. The number of employees required to operate our business is currently one part time individual. After we further our business plan, generate revenues through direct marketing and secure sales outlet contracts, we should be able to maintain our present operations. Upon meeting the thresholds listed above, and the acquisition of additional capital, we may hire at least one full time person.

Milestones:

As a result of our being a development stage company with minimal amounts of equity capital initially available we have set our goals in two stages: (1) goals based upon the availability of our initial funding; (2) goals based upon additional funding:

Stage I: Development of our business operations based upon our initial capital investments.

· To set up our corporate structure (file for incorporation) set up corporate governance.

o Accomplished through the incorporation in Nevada in April 2011

· To develop an initial operational website at the lowest possible cost.

o Accomplished through efforts of management

· Execute the appropriate Agreements allowing for Merculite to market and sell the product

o Accomplished through the execution of the Contribution Agreement and Trademark Agreement in May 2011.

Stage II: Begin zealous marketing efforts as described in the Plan of Operation above.

o This is in progress through the development of our website, but all other aspects will be in progress by at least the first quarter of 2014. The most significant costs are those associated with trade show attendance and print marketing efforts of $1,000 to $1,500. Overall our marketing plan has a cost of approximately $5,000 to $8,000.

· Begin fulfilling orders from our website or from the phone.

o To be accomplished by first quarter 2014

We have not commenced the majority of milestones set forth in Stage II of our Plan of Operation. In the event we do not receive funding necessary to complete these activities, then we will not be in a position to continue with the operations of Merculite. Until an infusion of capital, we will not be able to complete Stage II of our Plan of Operation. We currently have insufficient capital to commence any significant advertising campaign, or complete our website. Although we are working on the development of the new website, our Plan of Operation is premised upon having advertising dollars available. We have suffered startup losses and have a working capital deficiency which raises substantial concern regarding our ability to continue as a going concern.

Funds needed may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of the shares currently issued. At this time we have no earmarked source for these funds. Additionally, there is no guarantee that we will be able to locate additional funds. In the event we are unable to locate additional funds, we will be unable to generate revenues sufficient to operate our business as planned.

Our operations, to date, have been devoted primarily to startup and development activities, which include the following:

· Formation of the company;

· Execution of Separation and Distribution Agreement;

· Working with graphic artist on a custom logo for Merculite Distributing, Inc.;

· Development of our business plan;

· Development and implementation of our new website;

· Execution of a contribution agreement, securing inventory; and

· Issued shares of our common stock to all existing shareholders of former parent company, Oraco Resources, Inc.

Merculite Distributing, Inc. is a recently established business, with temporary offices at 19081 N. Shelby Drive, Maricopa, Arizona 85138. Mr. Subick, our President and sole Director, created the business as a result of his continued interest in marketing a non-caustic, environmentally friendly cleaning solution to members of the general public as well as industries of the public and private sectors.

RESULTS OF OPERATIONS

Results of Operations for the Years Ended December 31, 2013 and December 31, 2012

Revenues

In the years ended December 31, 2013 and December 31, 2012, we did not generate any revenues.

Expenses

Operating expenses totaled $166,435 during the year ended December 31, 2013, as compared to $44,933 in the prior year ended December 31, 2012. In the year ended December 31, 2013, our expenses primarily consisted of general and administrative of $1,297 impairment of asset of $36,109, and professional fees of $129,029.

General and administrative fees increased $1,123, from the year ended December 31, 2012 to the year ended December 31, 2013. This increase was primarily due to an increase in operational activities that incur fees, such as website maintenance and administration.

Professional fees increased $84,270 from the year ended December 31, 2012 to the year ended December 31, 2013. Professional fees increased due to increase in legal and accounting fees associated with public company filings.

Other Expenses

Interest expense – related party increased by $51 to $131 in the year ended December 31, 2013 from $80 for the year ended December 31, 2012. The increase was the result of an increase in notes payable with interest accruals.

Net Loss

In the year ended December 31, 2013, we generated a net loss of $166,566, increase of $121,553 from $45,013 for the year ended December 31, 2012. This was attributable to increased accounting and legal fees.

Liquidity and Capital Resources

As of December 31, 2013, we had $229 in cash. Since inception, we have financed our cash flow requirements through capital investments from our President, Mr. Subick who is also our founding stockholder. On October 5, 2011, the Company received a loan from Mr. Subick totaling $100. On December 29, 2011, the Company received a loan from Mr. Subick totaling $2,000. On July 11, 2011, the Company issued 2,000 shares of its common stock at a price of $0.10 per share for cash of $200. On March 19, 2012, the Company received a loan from Mr. Subick totaling $100.

On July 1, 2012, the Company executed a revolving credit line with a Mr. Subick for up to $20,000. The unsecured line of credit bears interest at 2% per annum with principal and interest due on July 1, 2015. As of December 31, 2013, an amount of $8,250 has been used for general corporate purposes with a remaining balance of $11,750 available. As of December 31, 2013, the balance of accrued interest was $75.

During the year ended December 31, 2013, the Company sold a total of 600,000 shares of common stock in exchange for $60,000.

As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of product sales. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

Even though we intend to begin generating revenues, we can make no assurances and therefore we may incur operating losses in the next twelve months. Our limited operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving business model, advancement of technology and the management of growth. To address these risks, we must, among other things, stay abreast of developing trends, as well as implement and successfully execute our business and marketing strategy. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

The following table sets forth a summary of our cash flows for the periods indicated:

	Fiscal Year Ended December 31,
	2013			2012
Net cash used in operating activities	$	(69,979	)	$	(6,674	)
Net cash used in investing activities	$	(3,000	)	$	-
Net cash provided by financing activities	$	72,750		$	5,100
Net increase/(decrease) in Cash	$	(229	)	$	(1,574	)
Cash, beginning of year	$	458		$	2,032
Cash, end of year	$	229		$	458

Operating activities

Net cash used in operating activities was $69,979 for the year ended December 31, 2013, as compared to $6,674 used in operating activities for the same period in 2012. The increase in net cash used in operating activities was primarily due to a decrease in prepaid expenses due to the impairment of $36,109 and an increase in accounts payable of $64,721.

Investing activities

Net cash used in investing activities was $3,000 for the period ended December 31, 2013, as compared to $0 used in investing activities for the same period in 2012. The net cash used in investing activities for the current period was primarily due to development of the website.

Financing activities

Net cash provided by financing activities for the year ended December 31, 2013 was $72,750, as compared to $5,100 for the same period of 2012. The increase of net cash provided by financing activities was mainly attributable proceeds from initial public offerings and proceeds from notes payable from Steven Subick.

As of December 31, 2013, we continue to use traditional and/or debt financing to provide the capital we need to run the business.

Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of product sales. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop our line of products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

~~Going~~Our ~~Concern~~Operations

~~The~~Blackcraft ~~financial~~Cult, ~~statements~~Inc. ~~included~~is ina ~~this~~specialty ~~filing~~online ~~have~~retailer ~~been~~of ~~prepared~~apparel, inaccessories, ~~conformity~~and ~~with~~gift ~~generally~~items ~~accepted~~for ~~accounting~~men ~~principles~~and ~~that~~women. ~~contemplate~~Blackcraft is a lifestyle brand rooted in the ~~continuance~~ideal of ~~Merculite~~self-realization asbeing asuperior ~~going~~to ~~concern~~religious indoctrination and other society enforced norms. ~~Merculite~~The ~~may~~brand ~~not~~is ~~have~~darker ain ~~sufficient~~nature ~~amount~~but ofpositive ~~cash~~in ~~required~~message. toOur ~~pay~~product ~~all~~line consists of ~~the~~a ~~costs~~variety ~~associated~~of ~~with~~clothing ~~operating~~ and ~~marketing~~accessories ofincluding ~~our~~T-shirts, ~~services.~~sweatshirts, ~~Management~~tank-top ~~intends~~shirts, tocrewneck ~~use~~pullovers, ~~revenues~~women's leggings and ~~security~~crop ~~sales~~tops, tobeanies, ~~mitigate~~hats, ~~the~~patches, ~~effects~~cell ofphone ~~cash~~cases, ~~flow~~candles, ~~deficits;~~and ~~however~~coffee. noWe ~~assurance~~sell ~~can~~these beproducts ~~given~~through ~~that~~our ~~debt~~Internet orwebsite ~~equity~~located ~~financing,~~at ifwww.blackcraftcult.com (“Website”). Consumers are able to access and ~~when~~purchase ~~required~~our products 24 hours a day from the convenience of a computer, ~~will~~Internet-enabled bemobile ~~available.~~telephone ~~The~~or ~~financial~~other ~~statements~~Internet-enabled dodevices. ~~not~~A ~~include~~significant ~~any~~portion ~~adjustments~~of ~~relating~~our sales are to customers located in the ~~recoverability~~United ~~and~~States. ~~classification~~During ofthe ~~recorded~~year ~~assets~~ended ~~and~~December ~~classification~~31, of2014 ~~liabilities~~no ~~that~~single ~~might~~customer beaccounted ~~necessary~~for ~~should~~more ~~Merculite~~than be1% ~~unable~~of toour ~~continue~~total ~~existence~~net revenue.

~~ITEM~~Our 7Abusiness includes sales made to individual consumers, which are fulfilled from our warehouse in Orange, California. ~~QUANTITATIVE~~During ~~AND~~the ~~QUALITATIVE~~year ~~DISCLOSURES~~ended ~~ABOUT~~December ~~MARKET~~31, ~~RISK~~2014, we fulfilled approximately 95% of our order volume through our warehouse, which generally ships between 80 and 100 packages per day.

~~This~~We ~~item~~require inverification ~~not~~of ~~applicable~~receipt asof payment, or authorization from credit card or other payment vendors whose services we ~~are~~offer ~~currently~~to ~~considered~~our acustomers ~~smaller~~(such ~~reporting~~as ~~company~~PayPal and BillMeLater), before we ship products to consumers.

~~ITEM~~Results ~~8. FINANCIAL~~of ~~STATEMENTS~~Operation ~~AND~~for ~~SUPPLEMENTARY~~the ~~DATA~~years ended December 31, 2014 and 2013

~~See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-11 of this Form 10-K.~~Revenues

~~ITEM~~During 9.the ~~CHANGES~~years INended ~~AND~~December ~~DISAGREEMENTS~~31, ~~WITH~~2014 ~~ACCOUNTANTS~~and ON2013, ~~ACCOUNTING~~our ~~AND~~revenues ~~FINANCIAL~~were ~~DISCLOSURE~~distributed, as follows:

We have had no disagreements with our independent auditors on accounting or financial disclosures.


					Change
Revenue Source	2014		2013		$		%
Product sales	$	1,502,820	$	1,165,241	$	337,579	29.0%
Shipping income		245,439		191,451		53,988	28.2%

Total Revenues	$	1,748,259	$	1,356,692	$	381,153	27.9%

~~ITEM~~In 9Athe ~~(T)~~year ended December 31, 2014, we generated $1,502,820 in revenue as compared to $1,165,241 for the year ended December 31, 2013. ~~CONTROLS~~ ~~AND~~The ~~PROCEDURES~~$337,579 increase in revenue for the year ended December 31,, 2014 was primarily due to an increase in shipping income and an increase product sales.

~~Our~~Operating ~~Chief~~Expenses Executive Officer and Chief Financial Officer, Steven Subick, evaluated the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are effective in timely alerting to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports filed or submitted under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~There~~In ~~were~~the nocourse ~~changes~~of in our ~~internal~~operations, ~~control~~we ~~over~~incur ~~financial~~operating ~~reporting~~expenses ~~that~~composed ~~occurred~~primarily ~~during~~of ~~our~~payroll ~~most~~and ~~recent~~general ~~fiscal~~and ~~quarter~~administrative ~~that~~costs. General ~~have~~and ~~materially~~administrative ~~affected~~expenses are essentially the cost of doing business, orand ~~reasonably~~encompass, ~~likely~~without tolimitation, ~~materially~~the ~~affect~~following: licenses; taxes; general office expenses, ~~our~~such ~~internal~~as ~~control~~postage, ~~over~~supplies ~~financial~~and ~~reporting~~printing; utilities; bank charges; website costs; and other miscellaneous expenditures not otherwise classified. For the years ended December 31, 2014 and 2013, the components of our operating expenses were, as follows:

Management’s Report on Internal Control Over Financial Reporting


						Change
Expense	2014		2013			$	%
General and administrative	$	602,562	$	222,097	$	380,465	171.1%
Executive compensation		153,341		175,000		(21,659)	(12.4)%
Amortization		12,311		-		12,311	100.0%
Depreciation		1,118		428		690	161.2%
Impairment loss		98,489		-		98,489	100.0%


Total Operating Expenses	$	867,821	$	397,525	$	470,296	118.1%

~~Our~~Overall ~~management~~expenses isincreased ~~responsible~~by ~~for~~118.1% ~~establishing~~from ~~and~~the ~~maintaining~~year ~~adequate~~ended ~~internal~~December ~~control~~31, as2014 ~~is defined in the Securities Exchange Act of 1934. These internal controls are designed~~ to ~~provide reasonable assurance that~~ the ~~reported~~comparable ~~financial~~period ~~information~~ended isDecember ~~presented fairly~~31, ~~that~~2013. A ~~disclosures~~significant ~~are~~portion ~~adequate~~of ~~and that~~ the ~~judgments~~increase ~~inherent~~is inattributable ~~the~~to ~~preparation~~material ofincreases ~~financial statements are reasonable. There are inherent limitations~~ in: ~~the~~(1) ~~effectiveness~~payroll; ofand ~~any~~(2) ~~system~~accounting offees, ~~internal~~primarily ~~controls~~related ~~including~~to the ~~possibility~~cost of ~~human~~doing ~~error and overriding of controls~~business. ~~Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.~~

Our ~~internal~~management ~~control~~cautions ~~over financial reporting includes policies and procedures~~ that: ~~(i)~~the ~~pertain~~variations ~~to maintaining records that,~~ in ~~reasonable~~all ~~detail,~~expense ~~accurately~~categories ~~and fairly reflect our transactions; (ii) provide reasonable assurance that transactions~~ are ~~recorded~~not asaccurate ~~necessary~~indications ~~for preparation~~ of ~~our~~long-term ~~financial~~trends ~~statements in accordance with generally accepted accounting principles~~ and ~~that~~ongoing ~~the~~expenses ~~receipts~~will ~~and~~continue ~~expenditures~~to ofvary ~~company~~drastically ~~assets~~from ~~are~~period ~~made~~to and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statementsperiod.

~~Management~~Income ~~has~~Taxes ~~undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework~~ and ~~criteria~~Net established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2013.Income

~~This~~During ~~annual~~the ~~report~~year ~~does~~ended ~~not~~December ~~include~~31, an2014, ~~attestation~~we ~~report~~realized ofnet ~~our~~income ~~registered~~of ~~public~~$185,230, ~~accounting~~after ~~firm~~deducting ~~regarding~~provision ~~internal~~for ~~control~~income ~~over~~taxes ~~financial~~of ~~reporting~~$41,471. ~~Management’s~~ In ~~report~~the ~~was~~comparable ~~not~~year ~~subject~~ended toDecember ~~attestation~~31, by2013, ~~our~~provision ~~registered~~for ~~public~~income ~~accounting~~taxes ~~firm~~were ~~pursuant~~$0, towhich ~~the~~resulted ~~temporary~~in ~~rules~~net income of ~~the~~$428,930. Year-over-year, ~~Securities~~net ~~and~~income ~~Exchange~~decreased ~~Commission~~approximately ~~that~~56.8%, ~~permit~~or $243,700, from the ~~company~~year ended December 31, 2013 to ~~provide~~December ~~only~~31, ~~management’s~~2014. Our ~~report~~net profit margin during the year ended December 31, 2014 was 11.0%, compared to 32.0% in ~~this~~the ~~annual~~year ~~report~~ago period ended December 31, 2013.

~~ITEM~~Seasonality ~~9B. OTHER~~of ~~INFORMATION~~Business and Quarterly Results

~~Not~~Our ~~applicable~~business varies with general seasonal trends that are characteristic of the retail and apparel industries. As a result, we generate a higher percentage of our annual net sales and profitability in the fourth quarter of our fiscal year, which includes the holiday selling season, compared to other quarters of our fiscal year. If for any reason our sales were below seasonal norms during the fourth quarter of our fiscal year, our annual operating results would be negatively impacted. Because of the seasonality of our business, results for any quarter are not necessarily indicative of results that may be achieved for a full fiscal year.

~~PART~~Liquidity ~~III~~and Capital Resources

~~ITEM~~As 10of December 31, 2014, we had $222,836 of cash on hand compared to a December 31, 2013 balance of $78,059 of cash on hand. This ~~DIRECTORS~~increase in cash was generated organically, ~~EXECUTIVE~~primarily ~~OFFICERS~~through ~~AND~~operating ~~CORPORATE~~activities. During ~~GOVERNANCE~~the year ended December 31, 2014, we generated cash from operating activities of $150,710, compared to generating cash from operating activities of $364,477 in the year ended December 31, 2013.

~~The~~Cash ~~sole~~utilized ~~member~~in ofinvesting ~~our~~activities ~~Board~~was of$51,989 ~~Directors~~for ~~serves without compensation until~~ the ~~next~~year ~~annual~~ended ~~meeting~~December ~~of stockholders~~31, or2014 ~~until~~compared ~~his~~to ~~successor~~$4,356 ~~has~~cash ~~been~~used ~~elected.~~during ~~The officers serve at~~ the ~~pleasure~~same ofperiod ~~the~~in ~~Board of Directors~~2013. Cash ~~Our~~used ~~sole~~was ~~executive~~due ~~officer~~primarily isto ~~Mr.~~purchase ~~Steven~~marketable Asecurities. We ~~Subick,~~also ~~who~~utilized iscash ~~our President, Secretary, Treasurer and director. Information as~~ to ~~the~~purchase ~~sole~~furniture ~~executive officer~~ and ~~director is as follows:~~fixtures.

Name	Age	Title
Steven A. Subick	34	President, Secretary, Treasurer and Director

Cash provided by financing activities was $46,056 for the year ended December 31, 2014 compared to cash used of $282,062 in 2013. Cash provided by financing activities was due primarily to cash received from the sale of common stock.

Current and Future Sources of Liquidity

Our principal sources of liquidity are cash flows generated from operations, and our existing cash and cash equivalents. We believe that the cash and cash equivalents currently on hand and expected cash flows from future operations will be sufficient to continue operations for at least the next twelve months. We expect that continued focus on acquiring new customers will enable us to increase profitable revenues and continue to generate cash flows from operating activities.

If we do not generate sufficient cash from operations, face unanticipated cash needs or do not otherwise have sufficient cash, we have the ability to reduce certain expenses depending on the level of business operation.

Based on current expectations, we believe that our existing cash and our net cash provided by operating activities and other potential sources of cash will be sufficient to meet our cash requirements. Our ability to meet these requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

~~Duties~~We expect to use our cash to invest in our core business, ~~Responsibilities~~including new product innovations, advertising and ~~Experience~~marketing. Other than normal operating expenses, cash requirements for fiscal 2015 are expected to consist primarily of capital expenditures and additional investments in advertising and marketing efforts.

~~Steven~~If ~~A. Subick, has been~~ our ~~President,~~own ~~Secretary,~~financial ~~Director~~resources and ~~founder~~current ofcash-flows ~~Merculite Distributing, Inc.,~~ from ~~April~~operations ~~29,~~are ~~2011~~insufficient to ~~present. Originally~~satisfy ~~born~~our incapital ~~Philadelphia~~requirements, ~~Pennsylvania,~~we ~~Mr.~~anticipate ~~Subick~~obtaining ~~attended~~additional ~~Temple~~financing ~~University~~to ~~focusing~~fund ~~his~~operations ~~studies~~through incommon ~~business~~stock ~~management~~offerings, ~~and~~to ~~marketing. From~~the ~~February~~extent ~~2013 through present~~available, ~~Mr.~~to ~~Subick~~augment ~~has~~our ~~been~~working ~~employed with Amalie Oil Company as a district sales representative~~capital. ~~From~~In ~~August~~the offuture ~~2011~~we ~~through~~need ~~January~~to ~~2013,~~generate ~~Mr.~~sufficient ~~Subick~~revenues ~~was~~in aorder ~~district~~to ~~sales~~eliminate ~~manager~~or ~~for~~reduce ~~Jobber~~the ~~Wholesale.~~need ~~From May of 2010~~ to ~~August~~sell ~~2011,~~additional Mrstock. ~~Subick~~Our ~~was~~failure ~~employed as a poker dealer at Gila River Wild Horse Pass Casino. From 2009~~ to ~~2010,~~generate ~~Mr.~~sufficient ~~Subick~~revenues ~~was~~or aprofits ~~representative~~or ~~of State Farm Life Insurance as a licensed insurance provider for the State of Arizona. Prior~~ to ~~working~~obtain ~~with~~additional ~~State~~financing ~~Farm,~~or ~~Mr.~~raise ~~Subick~~additional ~~held~~capital acould ~~position~~have as a ~~Marketing~~material ~~Associate~~adverse ~~for~~effect ~~Sysco~~on ~~Arizona,~~our ~~representing~~operations ~~over~~and ~~13,000~~on ~~products~~our ~~for~~ability ~~the~~to ~~company~~achieve ~~from~~our ~~2007~~intended tobusiness ~~2009~~objectives. In ~~addition,~~Any ~~Mr.~~projections ~~Subick was an On-Premise Supervisor for Crescent Crown Distributing, working with local establishments in increasing sales~~ of ~~Coors~~future ~~Products~~cash ~~through~~needs ~~special events~~ and ~~promotions. Mr.~~cash ~~Subick~~flows ~~worked~~are ~~with~~subject ~~Crescent Crown from 2003-2007. Mr. Subick’s prior sales management experience, as well as his leadership in Oraco Resources, Inc. (formerly Sterilite Solutions, Corp.) has led us~~ to ~~the~~substantial ~~conclusion he would be capable to serve as our Director~~uncertainty. ~~Mr. Subick will be responsible for the day to day operation of the Company.~~

~~Family~~Our ~~Relationships~~management does not expect to incur research and development costs.

~~There~~We ~~are~~do nonot ~~family~~have ~~relationships among~~ any ofoff-balance ~~our~~sheet ~~officers or directors~~arrangements.

~~Code~~We ofcurrently ~~Ethics~~do not own any significant plant or equipment that we would seek to sell in the near future.

~~The~~We ~~Company~~have ~~has~~ not ~~adopted~~paid afor ~~Code~~expenses on behalf of ~~Ethics~~any of our directors. Additionally, we believe that this fact shall not materially change.

~~Limitation~~Operation ~~of Liability of Directors~~Plan

~~Pursuant~~Our tooverall ~~the~~business ~~Nevada~~plan ~~General~~is ~~Corporation~~to ~~Law,~~expand ~~our~~and ~~Articles~~grow ~~of Incorporation exclude personal liability for~~ our ~~Directors~~Blackcraft ~~for~~brand ~~monetary~~and ~~damages~~increase ~~based~~revenue. ~~upon~~Subject ~~any violation of their fiduciary duties as Directors, except as~~ to ~~liability~~availability ~~for any breach~~ of ~~the~~sufficient ~~duty of loyalty~~capital, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our ~~directors~~business ~~against expenses, judgments,~~ and ~~amounts~~strategy ~~paid~~will ~~in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to~~ be indirected ~~our~~toward ~~best~~the ~~interests~~following approaches.

~~Election of Directors and Officers~~Milestones:

~~Directors~~We ~~are~~have ~~elected~~set toour ~~serve~~goals ~~for~~in atwo 3stages: ~~year~~(1) ~~term~~goals ~~and~~based ~~until~~upon ~~their~~or ~~successors~~funding ~~have~~additional ~~been~~equity ~~elected~~ and ~~qualified.~~or ~~Officers~~debt ~~are~~in ~~appointed to serve until~~ the ~~meeting~~approximate sum of ~~the~~$800,000; ~~Board~~and of(2) ~~Directors~~goals ~~following~~based ~~the~~upon ~~next~~or ~~annual~~funding ~~meeting~~additional ofequity ~~stockholders~~ and ~~until~~or ~~their~~debt ~~successors~~in ~~have~~the ~~been~~approximate ~~elected~~sum ~~and~~of ~~qualified~~$2,000,000.

Stage I: Retail Location. One near term strategy is to explore opening a retail location on Melrose Ave., in Hollywood, California in 2015. Opening a retail location in 2015 is based upon our receipt of equity and/or debt in the approximate sum of $800,000.

We estimate that we would have to expend $800,000 (net of any landlord tenant improvement allowances) to construct, staff and open a retail location on Melrose Ave., in Hollywood, California, excluding rent. Our build-out cost of the store will vary depending on a number of factors, including the size of the location, whether we are converting an existing retail space, or moving into a "build to suit" location constructed from a building shell, typically with a monetary contribution (also typically referred to as a tenant improvement allowance) from the landlord. While the latter development model generally involves greater costs (depending on the level of landlord contribution) and time to open (because the permitting process is typically significantly longer), we believe that positioning our retail store in popular locations (which typically operate on the "build to suit" model) will increase public awareness and recognition of the Blackcraft brand, which we believe is critical to our continued growth.

Stage II: In-house Printing. In addition to, or in lieu of using outside vendors for printing our t-shirts, we believe we can expand our operations and do in-house printing for ourselves and maybe for others in 2016.

Expanding our business operations to do in-house printing is based upon our receipt of additional equity and/or debt in the approximate sum of $2,000,000. The cost will vary depending on the hiring of additional staff, equipment purchases and location space. We anticipate that it will take us approximately twelve to eighteen months after the funding referenced in this Stage III to expand our operations through the securing of space, equipment and hiring of additional staff.

~~Director~~We ~~Nomination~~have ~~Procedures~~not commenced any of the milestones set forth above. In order to begin the milestones we will need additional funds through equity or debt financing, to the extent available. Without sufficient cash flow from our operations and any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

~~Generally,~~No ~~nominees~~significant ~~for Directors are identified and suggested by the members of the Board or management using their~~ business ~~networks. The~~expansion ~~Board~~will ~~has~~be ~~not~~accomplished ~~retained~~until ~~any~~equity ~~executive search firms~~ or ~~other~~debt ~~third~~is ~~parties~~raised, ~~to identify~~ or ~~evaluate director candidates~~ in the ~~past~~unlikely ~~and~~event ~~does~~that ~~not~~our ~~intend~~business toplan inas ~~the~~currently ~~near future. In selecting a nominee for director~~developed, ~~the~~generates ~~Board~~sufficient orrevenues ~~management~~to ~~considers~~allow ~~the~~for ~~following~~major ~~criteria:~~investment purchases.

~~Whether~~Given ~~the~~our ~~nominee~~cash ~~has the personal attributes for successful service~~ on ~~the~~hand, ~~Board~~revenues ~~such as demonstrated character~~ and ~~integrity;~~business ~~experience~~plan, atwe aanticipate ~~strategy/policy~~obtaining ~~setting~~additional ~~level;~~financing ~~managerial experience dealing with complex problems; an ability~~ to ~~work~~fund ~~effectively~~our ~~with~~business ~~others;~~expansion ~~and~~through ~~sufficient~~common ~~time~~stock toofferings, ~~devote~~ to the ~~affairs~~extent ~~of the Company;~~available.

1.Off-Balance ~~Whether~~Sheet ~~the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;~~Arrangements

2.We ~~Whether~~do ~~the~~not ~~nominee,~~have byany ~~virtue~~off-balance ofsheet ~~particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member~~arrangements.

3.Critical ~~Whether~~Accounting ~~there~~Policies ~~is any other factors related to the ability~~ and ~~willingness of a new nominee to serve or an existing Board member to continue his service.~~Estimates

The ~~Board~~preparation orof ~~management~~financial ~~has~~statements ~~not~~in ~~established~~conformity ~~any~~with ~~specific~~U.S. ~~minimum~~generally ~~qualifications~~accepted ~~that~~accounting aprinciples ~~candidate~~("GAAP") ~~for~~requires ~~director~~estimates ~~must~~and ~~meet~~assumptions inthat ~~order~~affect tothe bereported ~~recommended~~amounts ~~for~~of ~~Board~~assets ~~membership. Rather~~and liabilities, ~~the~~revenues ~~Board~~and orexpenses, ~~management~~and ~~will~~related ~~evaluate~~disclosures of contingent assets and liabilities in the ~~mix~~consolidated offinancial ~~skills~~statements and ~~experience~~accompanying ~~that~~notes. ~~the~~The ~~candidate~~Securities ~~offers,~~and ~~consider~~Exchange ~~how~~Commission ("SEC") has defined a ~~given~~company's ~~candidate~~critical ~~meets~~accounting policies as the ~~Board’s~~ones ~~current~~that ~~expectations~~are ~~with~~most ~~respect~~important to ~~each~~the ~~such~~portrayal ~~criterion~~of the company's financial condition and results of operations, and which require the company to make aits ~~determination~~most ~~regarding~~difficult ~~whether~~and subjective judgments, often as a ~~candidate~~result ~~should~~of bethe ~~recommended~~need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the ~~stockholders~~critical ~~for~~accounting ~~election~~policies, asestimates aand ~~Director~~judgments addressed below. ~~During~~ ~~2013~~We also have other key accounting policies, which involve the ~~Company~~use ~~appointed~~of Mrestimates, judgments, and assumptions that are significant to understanding our results. ~~Steven~~For ~~Subick~~additional asinformation, ~~Director~~see Note 1 Summary of ~~the~~Significant ~~Company~~Accounting Policies in our Notes to Financial Statements. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates. Our critical accounting policies are as follows:

~~The~~Revenue Company will consider for inclusion in its nominations of new Director nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of the Company for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for the Company’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to the Company’s Secretary at the following address: 19081 N. Shelby Dr., Maricopa, AZ 85138.Recognition

~~Involvement~~We inderive ~~Certain~~our ~~Legal~~revenue ~~Proceedings~~from merchandise sales. Revenue is recognized when the following revenue recognition criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price or fee revenue earned is fixed or determinable; and (4) collection of the resulting receivable is reasonably assured. We record revenue from the sale of merchandise upon shipment or delivery of the products to the customer. We also record the shipping income when the products are sent to the customer.

ToSales ~~the~~returns ~~best~~and ~~of our knowledge, none of our directors or executive officers has, during the past five years:~~allowances

·We ~~been~~have ~~convicted~~a 14 day return/exchange policy and is accepted for items that are in a ~~criminal~~like ~~proceeding~~new orcondition. The ~~been~~return ~~subject~~postage tois athe ~~pending~~responsibility ~~criminal~~of ~~proceeding~~the ~~(excluding~~customer ~~traffic~~except ~~violations~~for ~~and~~those ~~other~~items ~~minor~~which ~~offences);~~are the result of the Company’s improper filling of the order.

·Sales had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;tax

Amounts collected from customers for sales tax are recorded on a net basis.

Advertising costs

Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the period from Inception (January 11, 2013) to December 31, 2014.

·Income been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;taxes

·For ~~been~~financial ~~found~~reporting bypurposes, athe ~~court~~Company ofhas ~~competent~~elected ~~jurisdiction~~to inuse athe ~~civil~~taxes ~~action~~payable ormethod. Under bythis ~~the~~method, ~~SEC~~income ortax expense represents the ~~Commodity~~amount ~~Futures~~of ~~Trading~~income ~~Commission~~tax the Company expects to ~~have~~pay ~~violated~~based aon ~~federal~~the orCompany’s ~~state~~current ~~securities~~year ortaxable ~~commodities~~income. Income ~~law,~~tax ~~and~~for the ~~judgment~~period ~~has~~is ~~not~~provided ~~been~~at ~~reversed,~~the ~~suspended,~~applicable ortax ~~vacated;~~rate on taxable income.

·Fair ~~been~~value ~~the subject~~ of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; orinstruments

·Fair ~~been~~value ~~the~~estimates ~~subject~~discussed ~~of,~~herein orare abased ~~party~~upon ~~to,~~certain ~~any~~market ~~sanction~~assumptions orand ~~order,~~pertinent ~~not~~information ~~subsequently~~available ~~reversed,~~to ~~suspended~~management oras ~~vacated,~~ of ~~any~~December ~~self-regulatory~~31, ~~organization~~2014. ~~(as~~The ~~defined~~respective incarrying ~~Section~~value ~~3(a)(26)~~ of ~~the~~certain ~~Exchange~~on-balance-sheet ~~Act~~financial ~~(15~~instruments Uapproximated their fair values.~~S.C.~~ ~~78c(a)(26)))~~These financial instruments include cash, ~~any~~prepaid ~~registered~~expenses ~~entity~~and ~~(as~~accounts ~~defined~~payable. inFair ~~Section~~values ~~1(a)(29)~~were ofassumed ~~the~~to ~~Commodity~~approximate ~~Exchange~~carrying ~~Act~~values (7for ~~U.S.C.~~cash ~~1(a)(29)),~~and orpayables ~~any~~because ~~equivalent~~they ~~exchange,~~are ~~association,~~short ~~entity~~term orin ~~organization~~nature ~~that~~and ~~has~~their ~~disciplinary~~carrying ~~authority~~amounts ~~over~~approximate ~~its~~fair ~~members~~values or ~~persons~~they ~~associated~~are ~~with~~payable aon ~~member~~demand.

~~Section~~Level ~~16(a)~~1: ~~Beneficial~~The ~~Ownership~~preferred ~~Reporting~~inputs ~~Compliance~~to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

~~Section~~Level ~~16(a)~~2: ofFASB ~~the~~acknowledged ~~Securities~~that ~~Exchange~~active ~~Act~~markets offor ~~1934,~~identical asassets ~~amended~~and ~~(the~~liabilities ~~"Exchange~~are ~~Act"),~~relatively ~~requires~~uncommon ~~executive officers~~ and ~~directors~~, ~~and~~even ~~persons~~when ~~who~~they ~~beneficially~~do ~~own~~exist, ~~more~~they ~~than~~may ~~ten~~be ~~percent~~too ofthin anto ~~issuer's~~provide ~~common~~reliable ~~stock~~information. ~~that~~To ~~has~~deal ~~been~~with ~~registered~~this ~~under~~shortage ~~Section~~of 12direct ofdata, the ~~Exchange~~board ~~Act,~~provided toa ~~file~~second ~~initial~~level ~~reports~~ of ~~ownership~~inputs ~~and~~that ~~reports~~can ofbe ~~changes~~applied in ~~ownership~~three ~~with the SEC~~situations.

~~Executive~~Level ~~officers,~~3: ~~directors~~If inputs from levels 1 and ~~greater-than-ten-percent~~2 ~~beneficial~~are ~~owners~~not available, FASB acknowledges that fair value measures of many assets and liabilities are ~~required~~less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by ~~SEC~~saying ~~regulations~~they “shall be used to ~~furnish~~measure usfair ~~with~~value ~~copies~~to ofthe ~~all~~extent ~~Section~~that ~~16(a)~~observable ~~forms~~inputs ~~they~~are ~~file~~not available.” ~~Based~~This ~~upon~~category aallows ~~review~~“for ofsituations ~~the~~in ~~copies~~which ofthere ~~such~~is ~~forms~~little, ~~furnished~~if toany, usmarket ~~and~~activity ~~written~~for ~~representations~~the ~~from~~asset ~~our~~or ~~executive~~liability ~~officers~~at ~~and~~the ~~Directors~~measurement date”. Earlier in the standard, weFASB ~~believe~~explains that as“observable ofinputs” are gathered from sources other than the ~~date~~reporting ofcompany ~~this~~and ~~filing~~that they ~~were~~are ~~current~~expected into ~~their~~reflect ~~filings~~assumptions made by market participants.

~~Corporate~~Recent ~~Governance~~pronouncements

WeThe ~~currently~~Company dohas ~~not~~evaluated ~~have~~recent ~~standing~~accounting ~~audit,~~pronouncements ~~nominating~~through ~~or compensation committees of~~ the ~~Board~~filing ofdate ~~Directors,~~and orbelieves ~~committees~~that ~~performing~~none ~~similar~~of ~~functions.~~them ~~Until~~will ~~formal~~have ~~committees~~a ~~are~~material ~~established,~~effect ~~our~~on ~~entire Board of Directors performs~~ the ~~same~~Company’s ~~functions~~financial ~~as an audit, nominating and compensation committee~~statements.

~~ITEM 11. EXECUTIVE COMPENSATION~~Inflation

~~Overview~~We do not believe that inflation has had a material adverse effect on our net sales or results of ~~Compensation~~operations ~~Program~~in the past. However, we cannot assure that our business will not be affected by inflation in the future.

Off-Balance Sheet Arrangements

WeITEM ~~currently have not appointed members to serve on the Compensation Committee of the Board of Directors~~7A. ~~Until~~QUANTITATIVE aAND ~~formal~~QUALITATIVE ~~committee~~DISCLOSURE isABOUT ~~established,~~MARKET our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable and competitive.RISK

~~Compensation~~Not ~~Philosophy and Objectives~~applicable.

~~The~~ITEM Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value8. AsFINANCIAL aSTATEMENTS ~~result~~AND ofSUPPLEMENTARY the size of the Company and only having one executive officer, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly-situated executives of peer companies. To that end, the Board believes executive compensation packages provided by the Company to its executives, including the named executive officers should include both cash and stock-based compensation that reward performance as measured against established goals.DATA

~~Role~~The following documents (pages F-1 to F-12) form part of ~~Executive~~the ~~Officers~~report inon ~~Compensation~~the ~~Decisions~~Financial Statements

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and Directors of the Company. Decisions regarding the non-equity compensation of other employees of the Company are made by management.


	PAGE

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statement of Stockholders’ Deficit	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

Summary Compensation

Mr. Subick, our President and CEO has not received any compensation, including plan or non-plan compensation, nor has our Mr. Subick earned any compensation as of the date of the most recently completed fiscal year.

Future Compensation

Mr. Subick has agreed to provide services to us without compensation until such time as either we have earnings from our revenue, if any, at which time we will pay Mr. Subick a minimum salary of $20,000 per year.

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to or earned by our Executive Officers, for the fiscal year ended December 31 2013.

SUMMARY COMPENSATION TABLE
Name and Principal Positions	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)
Steven Subick
President(1)	2012	-0-	-0-	-0-	-0-	-0-	-0-	-0-	$0
	2011	-0-	-0-	-0-	-0-	-0-	-0-	-0-	$0

(1) Mr. Subick has served as President since the Company’s inception on April 29, 2011

Employment Agreements

The Company did not enter into any employment agreements during the period ended December 31, 2013.

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person that would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company, except with respect to a breach of contract on the part of the Company.

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

The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on March 7, 2014 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on 744,750 shares of common stock outstanding.

Security Ownership of Management and Certain Beneficial Owners

Title of Class	Name of Beneficial Owner(1)	Amount of Beneficial Ownership	Percent of Class(2)
Common	Steven Subick, President	135,042	18.1%
	All Beneficial Owners as a Group	135,042	18.1%

(1) As used in this table, “beneficial ownership” means the sole or united power to vote, or to direct the voting of, a security, or the sole or united investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). Each Party’s address is in care of the Company at 19081 N. Maricopa, AZ 85138.

(2) Figures are rounded to the nearest tenth of a percent.

“Beneficial ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this filing.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company utilizes office space provided at no cost from Mr. Subick, our sole officer and director of the Company. Office services are provided without charge by Mr. Subick. Such costs are immaterial to the financial statements and, accordingly, have not been reflected.

In May 2011, Merculite executed a Separation and Distribution Agreement with Oraco Resources, Inc. wherein Merculite separated from its former parent Oraco. The Agreement sets forth the arrangements among Merculite and Oraco regarding the principal transactions to separation and that governs the relationship of Oraco and Merculite after the spin-off. The Spin-off was accomplished by the distribution by Oraco of all shares of Merculite owned by it, among the shareholders of the company on a pro rata basis.

In May 2011, Merculite executed a Trademark Assignment and Acquisition Agreement with Oraco Resources, Inc. wherein Oraco Resources, Inc. granted an irrevocable assignment of all right, title and interest in and to the mark “Sterilite” and registration of the mark to Merculite. The agreement is effective until terminated by both parties. As of December 31, 2013, the Company decided not to pursue the trademark.

In May 2011, Merculite executed a Contribution Agreement with an individual who held a credit for the purchase of cleaning and neutralizing, EcaFlo® Anolyte. The individual contributed the credit in exchange for 361,090 pre reverse split, 602 post reverse split, restricted common shares of Merculite, valued at about $0.10 per share pre-split and $59.98 post-split.

On October 5, 2011, the Company received a loan from an officer and director of the Company Mr. Steven Subick totaling $100. The loan is unsecured, bears interest at 2% per annum and is due in October 2014.

On December 29, 2011, the Company received a loan from an officer and director of the Company Mr. Steven Subick totaling $2,000. The loan is unsecured, bears interest at 2% per annum and is due in December 2014.

On March 19, 2012, the Company received a loan from an officer and director of the Company Mr. Steven Subick totaling $100. The loan is unsecured, bears interest at 2% per annum and is due in March 2015.

On July 1, 2012, the Company executed a revolving credit line with a related party Mr. Steven Subick for up to $20,000. The unsecured line of credit bears interest at 2% per annum with principal and interest due on July 1, 2015. As of June 30, 2013, an amount of $400 has been used for general corporate purposes with a remaining balance of $19,600 available.

On April 18, 2013, the Company executed a debt conversion agreement with Mr. Steve Subick to convert the outstanding balance owed by the Company of $11,837.44 through the existing revolving line of credit, to 118,375 shares of the Company’s restricted common stock.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined in Section 803A of the NYSE Amex LLC Company Guide. Since the OTCQB does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of “independence” as defined under the rules of the New York Stock Exchange (“NYSE”) and American Stock Exchange (“Amex”).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

During the year ended December 31, 2013, DeJoya Griffith, LLC billed the Company $12,750 for the audit of the 2012 annual financial statements and the quarterly reviews.

Audit-Related Fees

There were no fees billed for services reasonably related to the performance of the audit or review of our financial statements outside of those fees disclosed above under “Audit Fees”.

Tax Fees

There were no fees billed for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning for fiscal year 2013.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

1. The financial statements listed in the "Index to Financial Statements" at page F-1 are filed as part of this report.

2. Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3. Exhibits included or incorporated herein: See index to Exhibits.

(b) Exhibits

			Incorporated by reference
Exhibit Number	Exhibit Description	Filed Herewith	Form	Period ending	Exhibit	Filing date
3(i)(a)	Articles of Incorporation of Merculite Distributing, Inc.		S-1		3(i)(a)	4/06/12
3(ii)(a)	Bylaws of Merculite Distributing, Inc.		S-1		3(ii)(a)	4/06/12
10.1	Revolving Grid Note Dated January 24, 2014	X
31.1	Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act	X
101.INS*	XBRL Instance Document	X
101.SCH*	XBRL Taxonomy Extension Schema	X
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF*	XBRL Taxonomy Extension Definition Linkbase	X
101.LAB*	XBRL Taxonomy Extension Label Linkbase	X
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase	X

*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.

SIGNATURES

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

MERCULITE DISTRIBUTING, INC.

By: /S/ Steven Subick

Steven Subick, President

Date: March 7, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/ Steven Subick	President, Chief Executive Officer, Principal Accounting Officer and Director	March 7, 2014
Steven Subick

MERCULITE DISTRIBUTING, INC.

INDEX TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
BALANCE SHEET	F-2
STATEMENTS OF OPERATIONS	F-3
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)	F-4
STATEMENT OF CASH FLOWS	F-5
NOTES TO FINANCIAL STATEMENTS	F-6 – F-11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders ofBlackcraft Cult, Inc.

~~Merculite~~We ~~Distributing~~have audited the accompanying balance sheets of Blackcraft Cult, Inc. as of December 31, 2014 and 2013, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the period ended December 2014 and 2013. Blackcraft Cult, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We ~~have~~conducted ~~audited~~our ~~the~~audits ~~accompanying~~in ~~balance~~accordance ~~sheets~~with ofthe ~~Merculite~~standards ~~Distributing~~of ~~Inc~~the (APublic ~~development~~Company ~~Stage~~Accounting ~~Company)~~Oversight Board (~~the~~United ~~"Company"~~States). asThose ofstandards ~~December~~require ~~31,~~that ~~2013~~we plan and ~~2012~~perform ~~and~~the audit to obtain reasonable assurance about whether the ~~related~~financial statements are free of ~~operations,~~material ~~stockholders’~~misstatement. ~~equity~~The ~~(deficit)~~company is not required to have, ~~and~~nor ~~cash~~were ~~flows~~we ~~for~~engaged ~~the~~to ~~years~~perform, ~~then~~an ~~ended~~audit ~~and~~of ~~for~~its ~~the~~internal ~~periods~~control ~~from~~over ~~inception~~financial ~~(April~~reporting. ~~29,~~Our ~~2011)~~audit toincluded ~~December~~consideration ~~31,~~of ~~2013.~~internal ~~These~~control over financial ~~statements~~reporting ~~are~~as ~~the~~a ~~responsibility~~basis offor designing audit procedures that are appropriate in the ~~Company’s~~circumstances, ~~management.~~but ~~Our~~not ~~responsibility~~for isthe topurpose ~~express~~of expressing an opinion on ~~these~~the ~~financial~~effectiveness ~~statements~~of ~~based~~the oncompany’s ~~our~~internal ~~audits~~control over financial reporting.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ~~Merculite~~Blackcraft ~~Distributing~~Cult, Inc. ~~(A development Stage Company)~~ as of December 31, ~~2013~~2014 and ~~2012~~2013, and the ~~result~~related statements of ~~its~~income, ~~operations~~stockholders’ ~~and~~equity ~~its~~(deficit), and cash flows for each of the years ~~then~~in ~~ended~~the ~~and~~period ~~from~~ended ~~inception (April 29, 2011) to~~ December 31, 2014 and 2013, in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting~~in ~~principles~~the United States of America.

~~The~~/s/ ~~accompanying~~Seale ~~financial~~and ~~statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements~~Beers, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.CPAs

~~/s/~~Seale Deand ~~Joya~~Beers, ~~Griffith~~CPAsLas Vegas, ~~LLC~~NevadaApril 15, 2015

Henderson, Nevada

March 07, 2014

De Joya Griffith, LLC ● 2580 Anthem Village Dr. ● Henderson, NV ● 89052

Telephone (702) 563-1600 ● Facsimile (702) 920-8049

www.dejoyagriffith.com

F-1

MERCULITE DISTRIBUTING, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(AUDITED)
	December 31,			December 31,
	2013			2012
ASSETS
Current assets:
Cash	$	229		$	458
Prepaid expenses		4,375			36,109
Total current assets		4,604			36,567
Website		3,000			-
Total assets	$	7,604		$	36,567
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	94,551		$	29,830
Total current liabilities		94,551			29,830
Long-term liabilities:
Accrued interest payable - related party		75			81
Notes payable - related party		-			2,200
Line of credit - related party		8,250			5,000
Total long-term liabilities		8,325			7,281
Total liabilities		102,876			37,111
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of December 31, 2013 and December 31, 2012, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 744,750 and 26,376, shares issued and outstanding
as of December 31, 2013 and December 31, 2012, respectively		745			26
Additional paid-in capital		132,746			61,627
Deficit accumulated during development stage		(228,763	)		(62,197	)
Total stockholders' deficit		(95,272	)		(544	)
Total liabilities and stockholders' deficit	$	7,604		$	36,567
The accompanying notes are an integral part of the financial statements.

BLACKCRAFT CULT, INC.

FORMERLY MERCULITE DISTRIBUTING, INC.

BALANCE SHEETS

(AUDITED)


	December 31,		December 31,
	2014		2013

ASSETS

Current assets:
Cash and equivalents	$	222,836	$	78,059
Accounts receivable		66		691
Inventory		78,245		76,153
Total current assets		301,147		154,903

Fixed assets, net		4,799		3,928
Deposits		16,500
Marketable securities		50,000		-

Total assets	$	372,446	$	158,831

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	51,258	$	347
Accrued liabilities		57,721		11,617
Income tax payable		41,471		-
Total current liabilities		150,450		11,964

Long-term liabilities:
Accrued interest payable - related party		197		-
Notes payable - related party		15,453		-
Line of credit - related party		-		-
Total long-term liabilities		15,650		-

Total liabilities		166,100		11,964

Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		-		-
Common stock, $0.001 par value, 6,666,600,000 shares authorized, 199,160,014 and 148,350,510, shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		199,160		148,351
Additional paid-in capital		(52,333)		(430,414)
Retained earnings (deficit)		59,519		428,930
Total stockholders' equity		206,346		146,867

Total liabilities and stockholders' equity	$	372,446	$	158,831

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

F-2

MERCULITE DISTRIBUTING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(AUDITED)
	For the			For the			Inception
	year			year			(April 29, 2011)
	ended			ended			to
	December 31,			December 31,			December 31,
	2013			2012			2013
Revenue	$	-		$	-		$	-
Operating expenses:
General and administrative		1,297			174			3,310
Impairment of asset		36,109			-			36,109
Professional fees		129,029			44,759			173,788
Total operating expenses		166,435			44,933			213,207
Other expenses:
Interest expense - related party		(131	)		(80	)		(212	)
Total other expenses		(131	)		(80	)		(212	)
Net loss	$	(166,566	)	$	(45,013	)	$	(213,419	)
Weighted average number of common shares		262,926			26,376
outstanding - basic
Net loss per common share - basic	$	(0.63	)	$	(1.71	)
The accompanying notes are an integral part of the financial statements.

BLACKCRAFT CULT, INC.

FORMERLY MERCULITE DISTRIBUTING, INC.

STATEMENTS OF OPERATIONS

(AUDITED)


	For the year ended			For the year ended
	December 31,			December 31,
	2014			2013

Revenue
Product sales	$	1,502,820		$	1,165,241
Shipping income		245,439			191,451
Total revenue		1,748,259			1,356,692

Cost of sales
Product cost of goods sold		439,586			358,249
Shipping costs		211,051			171,988
Total cost of sales		650,637			530,237

Gross profit		1,097,622			826,455

Operating expenses:
General and administrative		602,562			222,097
Executive compensation		153,341			175,000
Amortization		12,311			-
Depreciation		1,118			428
Impairment loss		98,489			-

Total operating expenses		867,821			397,525

Other expenses:
Interest expense		3,090			-
Currency conversion		10	-		-

Total other expenses		3,100			-

Net income (loss) before provision for income taxes		226,701			428,930

Income tax expense		41,471			-

Net income	$	185,230		$	428,930


Weighted average number of common shares		183,345,333			148,350,510
outstanding - basic

Net loss per common share - basic		$0.00			$0.00

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

F-3

MERCULITE DISTRIBUTING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(AUDITED)
						Deficit
						Accumulated
					Additional	During	Total
	Preferred Shares		Common Shares		Paid-In	Development	Stockholders'
	Shares	Amount	Shares	Amount	Capital	Stage	Equity (Deficit)
Inception April 29, 2011	-	$ -	-	$ -	$ -	$ -	$ -
May 6, 2011
Issuance of common stock for spin off from Oraco Resources, Inc.	-	-	25,603	26	15,318	(15,344)	-
May 10, 2011
Issuance of common stock for services			167	-	10,000		10,000
May 17, 2011
Issuance of common stock for prepaid expenses			602	-	36,109		36,109
July 11, 2011
Issuance of common stock for cash			4	-	200		200
Net loss						(1,840)	(1,840)
Balance, December 31, 2011	-	-	26,376	26	61,627	(17,184)	44,469
Net loss						(45,013)	(45,013)
Balance, December 31, 2012	-	$ -	26,376	$ 26	$ 61,627	$ (62,197)	$ (544)
April 18, 2013
Issuance of common stock for debt converted – related party	-	-	118,374	119	11,719	-	11,838
September 30, 2013
Issuance of common stock for cash	-	-	600,000	600	59,400	-	60,000
Net loss						(166,566)	(166,566)
Balance, December 31, 2013	-	$ -	744,750	$ 745	$ 132,746	$ (228,763)	$ (95,272)
The accompanying notes are an integral part of the financial statements.

BLACKCRAFT CULT, INC.

FORMERLY MERCULITE DISTRIBUTING, INC.

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(AUDITED)


							Additional		Retained		Total
	Preferred Shares			Common Shares			Paid-In		Earnings		Stockholders'
	Shares	Amount		Shares	Amount		Capital		(Deficit)		Equity (Deficit)
January 1, 2014
Balance forward	-	$	-	148,350,510	$	148,351	$	(1,484)	$	-	$	146,867

January 28, 2014
Issuance of common stock for cash	-		-	620,000		620		154,380				155,000

March 27, 2014
Recapitalization due to reverse merger	-		-	49,649,504		49,650		(347,939)				(298,289)

May 30, 2014
Issuance of common stock for cash	-		-	540,000		540		134,460				135,000

December 31, 2014								8,250				8,250
Donated capital

Net income										59,519		59,519

Balance, December 31, 2014	-	$	-	199,160,014	$	199,160	$	(52,333)	$	59,519	$	206,346

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

F-4

MERCULITE DISTRIBUTING, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
	For the			For the			Inception
	year			year			(April 29, 2011)
	ended			ended			to
	December 31,			December 31,			December 31,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(166,566	)	$	(45,013	)	$	(213,419	)
Adjustment to reconcile net loss to net cash used in operating activities
Impairment of assets		36,109			-			36,109
Changes in operating assets and liabilities:
Decrease in prepaid expenses		(4,375	)		10,000			5,625
Increase in accounts payable		64,721			28,259			94,551
Increase in accrued interest payable - related party		132			80			213
Net cash used in operating activities		(69,979	)		(6,674	)		(76,921	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of website		(3,000	)		-			(3,000	)
Net cash used in investing activities		(3,000	)		-			(3,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock, net of offering costs		60,000			-			60,200
Proceeds from notes payable - related party		-			100			2,200
Proceeds from line of credit - related party		13,750			5,000			18,750
Payments to line of credit - related party		(1,000	)		-			(1,000	)
Net cash provided by financing activities		72,750			5,100			80,150
NET CHANGE IN CASH		(229	)		(1,574	)		229
CASH AT BEGINNING OF PERIOD		458			2,032			-
CASH AT END OF PERIOD	$	229		$	458		$	229
SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
Non-cash activities:
Shares issued for spin off from Oraco Resources, Inc.	$	-		$	-		$	15,344
Shares issued for prepaid expenses	$	-		$	-		$	46,109
Shares issued for debt conversion	$	11,837		$	-		$	11,837
The accompanying notes are an integral part of the financial statements.

BLACKCRAFT CULT, INC.

FORMERLY MERCULITE DISTRIBUTING, INC.

STATEMENTS OF CASH FLOWS

(AUDITED)


	For the year ended		For the year ended
	December 31,		December 31,
	2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	185,230	$	428,930
Adjustment to reconcile to net loss to net cash used in operating activities:
Depreciation		1,118		428
Amortization of software		12,311
Impairment loss		98,489
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable		625		(691)
(Increase) Decrease in inventory		(2,092)		(76,153)
(Increase) in software		(110,800)		-
(Increase) in deposits		(16,500)
(Increase) in income tax payable		41,471		347
Increase (Decrease) in accounts payable		(105,519)		-
Increase (Decrease) in accrued liabilities		46,104		11,616
Increase in accrued interest payable - related party		273		-

Net cash used in operating activities		150,710		364,477

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of marketable securities		(50,000)		-
Purchase of furniture and fixtures		(1,989)		(4,356)
Net cash used in investing activities		(51,989)		(4,356)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash acquired at merger		21,344		-
Net liabilities acquired at merger		(125,741)		-
Member's contributions		-		51,305
Member's distributions		-		(333,367)
Proceeds from notes payable - related party		15,453		-
Proceeds from line of credit - related party		-		-
Payments to line of credit - related party		-		-
Proceeds from sale of common stock, net of offering costs		135,000		-
Net cash provided by financing activities		46,056		(282,062)

NET CHANGE IN CASH		144,777		78,059

CASH AT BEGINNING OF PERIOD		78,059		-

CASH AT END OF PERIOD	$	222,836	$	78,059

SUPPLEMENTAL INFORMATION:
Interest paid	$	3,090	$	-
Income taxes paid	$	-	$	-

Non-cash activities:
Shares issued for spin off from Oraco Resources, Inc.	$	-	$	-
Shares issued for prepaid expenses	$	-	$	-
Shares issued for debt conversion	$	-	$	-

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

F-5

~~MERCULITE~~BLACKCRAFT ~~DISTRIBUTING~~CULT, INC.

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE~~CONSOLIDATED ~~COMPANY)~~FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

(AUDITED)

NOTE 1 –- ~~ORGANIZATION~~SUMMARY ~~AND~~OF ~~BUSINESS~~SIGNIFICANT ~~OPERATIONS~~ACCOUNTING POLICIES

Organization

The ~~Company~~sole ~~was~~proprietorship ~~incorporated on April 29, 2011 (Date of inception) under the laws of the State of Nevada, as Merculite Distributing, Inc. The Company~~ was formed asand a ~~result~~doing ofbusiness ~~the~~as ~~spin~~was ~~off~~filed ~~from~~on ~~Oraco~~January ~~Resources~~11, ~~Inc.~~2013 ~~and~~(Date ~~25,603 shares~~ of ~~common~~Inception) ~~stock~~under ~~were~~the ~~issued~~laws toof the ~~shareholders~~State of ~~Oraco Resources~~California, ~~Inc. on a pro rata basis~~ as ~~part~~DBA ofBlackcraft ~~the Separation and Distribution Agreement dated May 6, 2011~~Cult.

The ~~Company~~financial ~~has~~statements ~~not~~of ~~commenced~~the ~~significant~~Company ~~operations~~have ~~and,~~been prepared in accordance with ~~ASC~~accounting ~~Topic~~principles ~~915,~~generally accepted in the ~~Company~~United isStates ~~considered~~of aAmerica ~~development~~applicable to exploration stage ~~company~~enterprises, and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.

On January 15, 2014, the Company entered into Contribution Agreement with Blackcraft Emoji Incorporated, a California corporation (“BEI”), whereby they contributed 100% of the assets, liabilities and operations of the Company in exchange for 148,349,497 shares of BEI. Prior to the Contribution Agreement, BEI had 1,000 shares issued and outstanding.

On March 21, 2014, BEI entered into an Acquisiton Agreement and Plan of Merger (the “Merger Agreement”) by and among Merculite Sub Co (“Sub Co”), a Nevada corporation and wholly owned subsidiary of BCC, and Blackcraft Cult, Inc. (“BCC”), a Nevada corporation; Sub Co and BEI being the constituent entities in the Merger. Pursuant to the Merger Agreement BCC intends to issue 2,234,580 shares of its Rule 144 restricted common stock in exchange for 100% of BEI’s issued and outstanding common stock. Pursuant to the terms of the Merger, Sub co will be merged with BEI and Sub Co will cease to exist and BEI will become a wholly owned-subsidiary of BCC. Subject to the terms and conditions set forth in the Merger Agreement, the Merger closed on March 27, 2014 (the “Closing Date”). The Merger, upon closing will provide BCC with the ownership of 100% of BEI.

The Merger Agreement contains conditions to closing which include: (i) BCC issuing 2,234,580 shares of restricted common stock in exchange for 100% of the issued and outstanding common stock of BEI, and (ii) auditable financial statements of BEI, prepared pursuant to Regulation S-X. The audited financial statements of BEI shall be completed and presented to the Company for filing with a Form 8-K, as required by Item 2.01 and Item 9.01 of Form 8-K, within 4 days of the Closing Date of the Merger.

For accounting purposes, the acquisition of the BEI by BCC has been accounted for as a recapitalization, similar to a reverse acquisition except no goodwill is recorded, whereby the private company, BEI, in substance acquired a non-operational public company (BCC) with nominal assets and liabilities for the purpose of becoming a public company. Accordingly, BEI is considered the acquirer for accounting purposes and thus, the historical financials are primarily that of BEI. As a result of this transaction, BCC, Inc. changed its business direction and is now a beverage business. Additionally, the Company changed its name from Merculite Distributing, Inc. to Blackcraft Cult, Inc.

Nature of operations

~~The~~Currently, the Company’s isoperations aare ~~manufacturer~~retail and ~~distributor~~wholesale sales of ~~cleaning~~merchandise ~~and~~including ~~sterilization~~clothing, ~~products to consumers~~hats, ~~public institutions and other distributors~~etc.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Inventory

~~Cash~~Inventories ~~and~~are ~~cash~~stated ~~equivalents~~at the lower of cost (average cost) or market (net realizable value). As of December 31, 2014, the Company had finished goods inventory of $78,245.

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Website

The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion of the Company’s fully operational website. Amortization expense for the years ended December 31, 2013 and 2012 was $0 and $0, respectively.

Revenue recognition

WeThe ~~recognize~~Company’s records revenue when ~~all~~persuasive evidence of ~~the~~an ~~following~~arrangement ~~conditions~~exists, ~~are~~delivery ~~satisfied:~~has ~~(1) there~~occurred, isthe ~~persuasive~~fee ~~evidence~~is offixed anor ~~arrangement;~~determinable ~~(2) the~~and ~~product~~collectability oris ~~service~~probable. The ~~has~~Company ~~been~~records ~~provided~~revenue tofrom the ~~customer;~~sale ~~(3) the~~of ~~amount~~merchandise ofupon ~~fees~~shipment toor bedelivery ~~paid~~of bythe products to the customer. The isCompany ~~fixed~~also orrecords ~~determinable;~~the ~~and~~shipping ~~(4)~~ income when the ~~collection~~products ofare ~~our~~sent ~~fees~~to isthe ~~probable~~customer.

~~The~~Sales ~~Company~~returns ~~will record revenue when it is realizable~~ and ~~earned and the products have been shipped to the customers.~~allowances

~~Advertising~~The ~~costs~~Company has a 14 day return/exchange policy and is accepted for items that are in a like new condition. The return postage is the responsibility of the customer except for those items which are the result of the Company’s improper filling of the order.

Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the years ended December 31, 2013 and 2012.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

F-6

~~MERCULITE~~BLACKCRAFT ~~DISTRIBUTING~~CULT, INC.

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE~~CONSOLIDATED ~~COMPANY)~~FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

(AUDITED)

NOTE 21 –- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based compensation (continued)

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Basic loss per share

Basic loss per share is computed using the weighted average number of shares outstanding during the period. Fully diluted earnings (loss) per share are computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. As of December 31, 2013 and 2012, there were no stock equivalents outstanding. Diluted and basic loss per share is the same.

Income taxes

~~The~~For ~~Company~~financial ~~follows~~reporting ~~ASC~~purposes, ~~Topic 740 for recording~~ the ~~provision~~Company ~~for~~has ~~income~~elected ~~taxes.~~to ~~Deferred~~use ~~tax assets and liabilities are computed based upon~~ the ~~difference~~taxes ~~between~~payable ~~the~~method. Under ~~financial~~this ~~statement~~method, ~~and~~ income tax ~~basis~~expense ofrepresents ~~assets and liabilities using~~ the ~~enacted~~amount ~~marginal~~of income tax ~~rate applicable when~~ the ~~related~~Company ~~asset~~expects ~~or liability is expected~~ to bepay ~~realized or settled. Deferred income tax expenses or benefits are~~ based on the ~~changes~~Company’s incurrent ~~the~~year ~~asset~~taxable ~~or liability each period~~income. Income Iftax ~~available~~for ~~evidence suggests that it is more likely than not that some portion or all of~~ the ~~deferred~~period ~~tax assets will not be realized, a valuation allowance~~ is ~~required~~provided toat ~~reduce~~ the ~~deferred~~applicable tax ~~assets~~rate toon ~~the~~taxable ~~amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred~~ income ~~taxes in the period of change~~.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2013 and 2012, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2013 and 2012, no income tax expense has been incurred.

F-7

MERCULITE DISTRIBUTING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

(AUDITED)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, ~~2013 and 2012~~2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid ~~expensesand~~expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

~~Year~~Stock-based ~~end~~compensation

The Company ~~has~~records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a ~~year~~fair-value-based ~~end~~method. The Company recognizes the cost of ~~December~~all 31share-based awards on a graded vesting basis over the vesting period of the award.

Recent pronouncements

The Company has evaluated ~~the~~ recent accounting pronouncements through the filing date and believes that none of them will have a material effect on the ~~company~~Company’s financial statements.

F-7

BLACKCRAFT CULT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 2 - IMPAIRMENT OF SOFTWARE

Management determined that the BlackCraft Zodiac mobile app was not going to provide future benefits to the Company, therefore, an impairment charge of $98,489 in the statements of operations for the year ended December 31, 2014.

NOTE 3 - FIXED ASSETS

The following is a summary of fixed assets:


	December 31, 2014		December 31, 2013
Computer equipment	$	1,229	$	1,229
Machinery and equipment		3,127		3,127
Leasehold improvements		1,988		-
Fixed assets, total		6,344		4,356
Less: accumulated depreciation		(1,545)		(428)
Fixed assets, net	$	4,799	$	3,928

Depreciation expense for the years ended December 31, 2014 and 2013 was $1,118 and $428, respectively.

NOTE 4 - INCOME TAXES

For financial reporting purposes, income before taxes include the following components:


	December 31, 2014		December 31, 2013
United States	$	226,701	$	428,930

Total	$	226,701	$	428,930

The expense for income taxes consists of:


	December 31, 2014		December 31, 2013
Current:
Federal	$	30,069	$	--
State		11,402		--
	$	41,471	$	--
Deferred and other:
Federal	$	--	$	--
State		--		--

Total	$	41,471	$	--

The reconciliation of statutory tax rate to effective tax rate is:


	December 31, 2014	December 31, 2013
Federal statutory rate	25.05%	--
State statutory rate, net of Federal tax effect	9.50%	--

Effective Tax Rate	34.55%	--

F-8

~~MERCULITE~~BLACKCRAFT ~~DISTRIBUTING~~CULT, INC.

(ANOTES ~~DEVELOPMENT~~TO ~~STAGE~~CONSOLIDATED ~~COMPANY)~~FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

(AUDITED)

NOTE 35 –- ~~GOING~~NOTES ~~CONCERN~~PAYABLE AND LINE OF CREDIT - RELATED PARTY

~~The~~During ~~accompanying financial statements have been prepared assuming that~~ the ~~Company~~year ~~will~~ended ~~continue~~December ~~as a going concern~~31, ~~which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above~~2014, the Company isreceived ina ~~the~~loan ~~development~~totaling ~~stage and~~$15,453 ~~accordingly, has not yet generated revenues~~ from ~~operations.~~an ~~Since its inception~~officer, ~~the~~director ~~Company has been engaged substantially in financing activities, developing its business plan~~ and ~~incurring startup costs and expenses~~shareholder. The Asloan abears ~~result,~~no ~~the~~interest ~~Company~~and ~~incurred~~is ~~accumulated~~due ~~net~~upon ~~losses since inception (April 29, 2011) through the period ended December 31, 2013 of ($213,419)~~demand. ~~In addition, the Company’s development activities since inception have been financially sustained through equity financing.~~

~~The~~Interest ~~ability~~expense offor the ~~Company~~years toended ~~continue~~December ~~as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and~~31, ~~ultimately,~~2014 ~~the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability~~ and ~~classification~~2013 ofwas ~~recorded asset amounts~~$3,090 ~~or amounts~~ and ~~classification~~$0, ~~of liabilities that might result from this uncertainty~~respectively.

NOTE 46 –- ~~PREPAID~~STOCKHOLDERS’ ~~EXPENSES~~EQUITY

OnDuring ~~May~~January 172014, ~~2011,~~BEI ~~the~~sold ~~Company~~a ~~issued~~total ~~361~~of 620,~~090~~000 shares of ~~its~~ common stock ~~in exchange~~ for ~~prepaid expenses which is~~ a ~~credit~~total ~~to purchase inventory for the Company. The shares were valued according to the value~~ of ~~the credit. During the year ended December 31, 2013, the Company impaired the entire balance of~~ $36155,~~109~~000. Management decided to impair the asset due to obsolescence. The Company is looking into other vendors and suppliers since the products haven’t generated as much interest as they had initially planned on. As of December 31, 2013, the Company has utilized $0 of the credit and has a remaining balance of $0.

~~During~~On ~~the~~March ~~year ended December 31~~5, ~~2013~~2014, ~~the~~BEI ~~Company~~effectuated ~~prepaid~~a ~~website~~reverse ~~maintenance~~stock ~~costs~~split ~~totaling $5,000 for a period~~ of ~~2 years~~66. ~~During~~666 ~~the~~to ~~year ended December 31, 2013, the Company expensed $625 and the balance as of December 31, 2013 was $4,375~~1.

~~NOTE~~During 5May –2014, ~~NOTES~~BEI ~~PAYABLE~~sold ~~AND~~a ~~LINE~~total OFof ~~CREDIT~~540,000 –shares ~~RELATED~~of ~~PARTY~~common stock for a total of $135,000.

OnNOTE ~~October~~7 5,- ~~2011, the Company received a loan from an officer and director of the Company totaling $100. The loan is unsecured, bears interest at 2% per annum and is due in October 2014.~~AGREEMENTS

OnLease ~~December 29, 2011, the Company received a loan from an officer and director of the Company totaling $2,000. The loan is unsecured, bears interest at 2% per annum and is due in December 2014.~~agreement

OnIn ~~March~~October 192014, ~~2012,~~ the Company ~~received~~executed a ~~loan~~lease ~~from~~agreement anwith ~~officer~~Knox ~~and~~Living ~~director~~Trust. The oflease ~~the~~term ~~Company~~is ~~totaling~~three years commencing on November 1, 2014 at $~~100~~5,200 per month. The ~~loan~~Company ispaid ~~unsecured~~a refundable security deposit and first months’ rent of $16,500 ~~bears~~and ~~interest~~$5,200, atrespectively. Rent 2%expense ~~per~~for ~~annum~~the years ended December 31, 2014 and is2013 ~~due~~was in$104,605 ~~March~~and ~~2015~~$7,706, respectively.

On July 1, 2012, the Company executed a revolving credit line with a related party for up to $20,000. The unsecured line of credit bears interest at 2% per annum with principal and interest due on July 1, 2015.

During the year ended December 31, 2012, the Company drew down $5,000 against the revolving line of credit.

On April 18, 2013, the Company converted $2,200 in loans, $9,500 from the revolving line of credit and $137 in accrued interest into 118,375 shares of common stock.

During the year ended December 31, 2013, the Company drew down $13,750 and repaid $1,000 against the revolving line of credit. As of December 31, 2013, an amount of $8,250 has been used for general corporate purposes with a remaining balance of $11,750 available.

Interest expense for the years ended December 31, 2013 and 2012 was $131 and $80, respectively. Total accrued interest payable as of December 31, 2013 and 2012 was $75 and $81, respectively.

F-9

~~MERCULITE~~ITEM ~~DISTRIBUTING, INC~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

(AWe ~~DEVELOPMENT~~have ~~STAGE~~had ~~COMPANY)~~no disagreements with our independent auditors on accounting or financial disclosures.

~~NOTES~~ITEM TO9A(T). ~~FINANCIAL~~CONTROLS ~~STATEMENTS~~AND PROCEDURES

~~DECEMBER~~Our 31Chief Executive Officer and Chief Financial Officer, ~~2013~~Steven ~~AND~~Subick, ~~2012~~evaluated the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are effective in timely alerting to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports filed or submitted under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~(AUDITED)~~There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

~~NOTE~~Management’s 6Report –on ~~INCOME~~Internal ~~TAXES~~Control Over Financial Reporting

AtOur ~~December~~management ~~31,~~is ~~2013~~responsible for establishing and ~~2012~~maintaining adequate internal control, ~~the~~as ~~Company~~is ~~had~~defined ain ~~federal~~the ~~operating~~Securities ~~loss~~Exchange ~~carryforward~~Act of ~~$213~~1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly,~~419~~ that disclosures are adequate and ~~$46~~that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls including the possibility of human error and overriding of controls. Consequently,~~853~~ ~~which~~an ~~begins~~effective internal control system can only provide reasonable, not absolute, assurance with respect to ~~expire~~reporting infinancial ~~2031~~information.

~~Components~~Our ofinternal ~~net~~control ~~deferred~~over ~~tax~~financial ~~assets,~~reporting ~~including~~includes apolicies ~~valuation~~and ~~allowance~~procedures that: (i) pertain to maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as ~~follows~~necessary atfor ~~December~~preparation ~~31,~~of ~~2013~~our financial statements in accordance with generally accepted accounting principles and ~~2012:~~that the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

	2013			2012
Deferred tax assets:
Net operating loss carryforward	$	177,310		$	46,853
Total deferred tax assets		62,059			16,399
Less: Valuation allowance		(67,429	)		(16,399	)
Net deferred tax assets	$	-		$	-

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2014.

~~The~~This ~~valuation~~annual ~~allowance~~report ~~for~~does ~~deferred~~not ~~tax~~include ~~assets~~an asattestation report of ~~December~~our ~~31,~~registered ~~2013~~public ~~and~~accounting ~~2012~~firm ~~was~~regarding ~~$67,429~~internal ~~and~~control ~~$16,399,~~over ~~which~~financial ~~will begin to expire 2031~~reporting. In Management’s ~~assessing~~report ~~the~~was ~~recovery~~not ofsubject ~~the~~to ~~deferred~~attestation ~~tax~~by ~~assets,~~our ~~management~~registered ~~considers~~public ~~whether~~accounting itfirm ispursuant ~~more~~to ~~likely than not that some portion or all of~~ the ~~deferred~~temporary ~~tax~~rules ~~assets will not be realized. The ultimate realization~~ of ~~deferred tax assets is dependent upon~~ the ~~generation~~Securities ofand ~~future~~Exchange ~~taxable~~Commission ~~income~~that inpermit the ~~periods~~company into ~~which~~provide ~~those~~only ~~temporary~~management’s ~~differences~~report ~~become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies~~ in ~~making~~ this ~~assessment. As~~annual ~~a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2013 and 2012 and maintained a full valuation allowance~~report.

~~Reconciliation~~ITEM ~~between~~9B. ~~the~~OTHER ~~statutory rate and the effective tax rate is as follows at December 31, 2013 and 2012:~~INFORMATION

	2013			2012
Federal statutory rate		(35.0	)%		(35.0	)%
State taxes, net of federal benefit		(0.00	)%		(0.00	)%
Change in valuation allowance		35.0	%		35.0	%
Effective tax rate		0.0	%		0.0	%

None.

~~NOTE 7 – STOCKHOLDERS’ EQUITY~~26

~~The~~PART Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The Company did not authorize terms and rights of preferred shares as of December 31, 2013.III

~~Common~~ITEM ~~stock~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OnOur ~~May~~directors 6,are ~~2011,~~elected by the ~~Company~~stockholders ~~issued~~to ~~25,603~~a ~~shares~~term of ~~its~~one ~~common~~year ~~stock~~and asserve ~~part~~until oftheir asuccessors ~~spin~~are ~~off~~elected ~~from~~and ~~Oraco Resources, Inc~~qualified. The ~~shares~~officers ~~were~~are ~~valued~~appointed atby our Board of Directors to a ~~price~~term of ~~$0.60~~one ~~for~~year ~~$15,344~~and serve until his/her successor is duly elected and ~~were~~qualified, ~~recorded~~or tountil ~~accumulated~~he/she ~~deficit~~is ~~during~~removed ~~development~~from ~~stage~~office.

OnThe ~~May~~names ~~10,~~and ~~2011~~ages ~~the Company issued 167 shares~~ of ~~its~~our ~~common~~directors ~~stock~~and atexecutive aofficers ~~price~~and oftheir ~~$59.88~~positions ~~per~~are ~~share~~as ~~for services of $10,000. The shares were valued according to the value of the services to be rendered.~~follows:

F-10


Name	Age	Position	Term Commencing

Robert Schubenski	25	Chief Executive Officer, Secretary, Treasurer and Director	Director as of March 17, 2014 Officer as of March 27, 2014

James Somers	34	President and Director	March 27, 2014

~~MERCULITE~~Background ~~DISTRIBUTING~~of Directors, ~~INC.~~Executive Officers, Promoters and Control Persons

(ARobert ~~DEVELOPMENT~~Schubenski ~~STAGE~~is ~~COMPANY~~co-founder of the Blackcraft Cult brand, which started with a passionate idea, 40 black T-shirts, a few close friends and $100 in 2012. In January of 2013, Mr. Schubenski, as a sole proprietorship filed a doing business as Blackcraft Cult under the laws of the State of California (“DBA Blackcraft Cult”). The brand has transcended into a lifestyle apparel company we currently see today. Through their organic, grass roots marketing campaign, Blackcraft’s message and products quickly gained acceptance and spread throughout the music, fashion, and tattoo communities, gaining credibility and admiration across the globe. The sale of 40 t-shirts produced five hundred dollars from which 200 more t-shirts were purchased and sold, and this trend continued. All the profits from each order sale were put back into the business so the Company would grow organically. Up until this point the Company operated from the attic of a friend's house in Orange, California. After the brand started to gain traction, Blackcraft reached out to people and bands such as Slayer, Deftones, Fall Out Boy, Kesha, Marilyn Manson, Alice Cooper, and AFI. The Company gained significant exposure through this method with band members wearing Blackcraft’s shirts in press photos, on stage, and in magazine articles such as Rolling Stone and Alternative Press. Still playing in a band, The Witch Was Right, Mr. Schubenski left to go on tour while the other co-founder of Blackcraft, Jim Somers, stayed back to fulfill orders and keep the Company going. By the time Mr. Schubenski returned, it was clear that the Company had outgrown the basement and needed a warehouse to fulfill the rapidly growing orders. Mr. Schubenski is also the co-founder of Blackcraft Emoji Incorporated, incorporated in January 13, 2014. Between the year 2006 and the formation of Blackcraft Cult, Mr. Schubenski worked on his individual ideas and images that were sold throughout the world while promoting merchandise for various rock bands.

~~NOTES~~Because TOof ~~FINANCIAL~~Mr. ~~STATEMENTS~~Schubenski’s creativity, knowledge and experience in successfully launching Blackcraft’s clothing line, he provides our board with valuable expertise.

~~DECEMBER~~James 31Somers is co-founder of the Blackcraft Cult brand along with Mr. Schubenski. Mr. Somers is also a co-founder of Blackcraft Emoji Incorporated, ~~2013~~incorporated ~~AND~~in ~~2012~~January 13, 2014. Between March 2010 and December 2011, Mr. Somers was the Marketing Director Sales Manager of Aqua – Vi Clothing Company. Between January 2008 and August 2009, Mr. Somers worked for To Die For Clothing – Warehouse. In August 2009, Mr. Somers was the Marketing Director for To Die For Clothing. In February 2009 he also worked for Obey Clothing Warehouse.

~~(AUDITED)~~Because of Mr. Somers’ creativity, significant retail knowledge and experience in successfully launching Blackcraft’s clothing line, he provides our board with valuable retail industry expertise.

~~NOTE~~While 7our –current ~~STOCKHOLDERS’~~directors ~~EQUITY~~do not have the experience in serving on a public company board, we feel they are the best choice because they have the vision and can lead the Company in the right direction.

~~Common~~Family ~~stock (continued)~~Relationships

OnThere ~~May~~are ~~17,~~no ~~2011,~~family ~~the~~relationships ~~Company~~among ~~issued~~any ~~602 shares~~ of ~~its~~our ~~common~~officers ~~stock~~or ~~at a price of $59~~directors.~~99 per share in exchange for prepaid expenses which is a credit to purchase inventory for the Company. The shares were valued according to the value of the credit.~~

~~On July 11, 2011, the Company issued 4 shares of its common stock at a price of $50 per share for cash of $200.~~27

~~The~~Code ~~Company had 15,807,090 shares~~ of common stock issued and outstanding as of September 30, 2012. Following a reverse stock split on the basis of 600:1 effective October 15, 2012, there were 26,376 shares of common stock issued and outstanding.Ethics

~~All~~A ~~references~~code inof ~~these~~ethics ~~financial~~relates ~~statements~~ to ~~number~~written ofstandards ~~common~~that ~~shares~~are ~~and~~reasonably ~~weighted~~designed ~~number of common shares outstanding prior~~ to ~~600~~deter towrongdoing 1and ~~stock split on October 15, 2012 have been adjusted~~ to ~~reflect this stock split on a retroactive basis, unless otherwise noted.~~promote:

On April 18, 2013, the Company issued 118,375 shares of common stock to a related party for conversion of debt totaling $11,837. The Company converted $2,200 in loans, $9,500 from the revolving line of credit and $137 in accrued interest. The fair value of the common stock was based on the offering price of the S-1.


(1)	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2)	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;

(3)	Compliance with applicable governmental laws, rules and regulations;

(4)	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5)	Accountability for adherence to the code.

OnWe ~~September~~have ~~30,~~not ~~2013,~~adopted ~~the~~a ~~Company~~corporate ~~issued~~code ~~600,000~~of ~~shares~~ethics ofthat ~~common~~applies ~~stock~~to ~~for~~our ~~cash~~principal ofexecutive ~~$60~~officer,~~000~~ asprincipal ~~per~~financial ~~the~~officer, ~~shares~~principal ~~registered~~accounting ~~with~~officer ~~SEC~~or ~~and~~controller, ~~completed~~or ~~its~~persons ~~initial~~performing ~~public~~similar ~~offering~~functions.

~~NOTE~~Corporate ~~8 – WARRANTS AND OPTIONS~~Governance

AsWe ofcurrently ~~December~~do 31not have standing audit, ~~2013~~nominating and ~~2012,~~compensation ~~there~~committees ~~were~~of nothe ~~warrants~~board of directors, or ~~options~~committees ~~outstanding~~performing tosimilar ~~acquire~~functions. ~~any~~Until ~~additional~~formal ~~shares~~committees are established, our entire board of ~~common~~directors, ~~stock~~perform the same functions as an audit, nominating and compensation committee.

~~NOTE~~Involvement 9on –Certain ~~SUBSEQUENT~~Material ~~EVENTS~~Legal Proceedings During the Last Five Years

OnNo ~~January~~petition 24under the Federal bankruptcy laws or any state insolvency law has ever been filed by or against, ~~2014~~nor has a receiver, ~~the~~fiscal ~~Company~~agent ~~executed~~or asimilar ~~revolving~~officer ~~credit~~been ~~line~~appointed ~~with~~by a ~~third~~court ~~party~~ for upthe tobusiness ~~$400,000. The~~or ~~unsecured~~property ~~line~~ of ~~credit~~our ~~bears~~?sole ~~interest~~officer atand 2%director, ~~per~~or ~~annum~~any ~~with~~partnership ~~principal~~in ~~and~~which ~~interest~~she ~~due~~was ona ~~January~~general ~~24,~~partner ~~2016. During~~at ~~the~~or within two ~~month~~years ~~period~~before ~~ended~~the ~~February~~time ~~28,~~of ~~2014~~such filing, ~~the~~or ~~Company~~any ~~received~~corporation ~~total~~or ~~proceeds~~business association of ~~$143,970~~which asshe awas ~~draw~~an ~~against~~executive officer at or within two years before the ~~line~~time of ~~credit~~such filing.

~~F-11~~Neither our sole officer and director nor any consultant has been convicted in a criminal proceeding, exclusive of traffic violations.

No bankruptcy petitions have been filed by or against any business or property of our sole director and officer nor has any bankruptcy petition been filed against a partnership or business association where these persons were general partners or executive officers.

Our sole director and officer has not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

Our sole officer and director has never been convicted of violating a federal or state securities or commodities law.

ITEM 11. EXECUTIVE COMPENSATION

Overview of Compensation Program

We currently have not appointed members to serve on the Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable and competitive.

Compensation Philosophy and Objectives

The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company, and which aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company and only having two executive officers, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly-situated executives of our peer companies. To that end, the Board believes executive compensation packages provided by the Company to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

Summary Compensation Table

The following table sets forth, for the last completed fiscal years ended December 31, 2014 and 2013 the cash compensation paid by the Company, as well as certain other compensation paid with respect to those years to our officers:


Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Non- qualified Deferred Compen- sation Earnings($)	All Other Compen- sation ($)	Total ($)

Robert Schubenski	2014	40,000	-	-	-	-	-	-	-
CEO	2013	175,000	-	-	-	-	-	-	175,000

James Somers	2014	40,000	-	-	-	-	-	-	-
President	2013	-	-	-	-	-	-	-	-

Employment Contracts and Officers’ Compensation

We do not have employment agreements. Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement will be executed.

Directors’ Compensation

Our directors are not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of out-of-pocket expenses. We have no formal or informal arrangements or agreements to compensate our directors for services they provide as directors of our company.

Stock Option Plan And Other Long-term Incentive Plan

We currently do not have existing or proposed option/SAR grants.

Liability and Indemnification of Officers and Directors

Under our Articles of Incorporation, our directors are not liable for monetary damages for breach of fiduciary duty, except in connection with:

A breach of a director’s duty of loyalty to us or our stockholders;

Acts or omissions not in good faith or which involve intentional misconduct, fraud or a knowing violation of law;

A transaction from which a director received an improper benefit; or

An act or omission for which the liability of a director is expressly provided under Nevada law.

Our Articles of Incorporation and Bylaws require us to indemnify our officers and directors and other persons against expenses, judgments, fines and amounts incurred or paid in settlement in connection with civil or criminal claims, actions, suits or proceedings against such persons by reason of serving or having served as officers, directors, or in other capacities, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests and, in a criminal action or proceeding, if he had no reasonable cause to believe that his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to our best interests or that he or she had reasonable cause to believe his or her conduct was unlawful. Indemnification as provided in our Bylaws will be made only as authorized in a specific case and upon a determination that the person met the applicable standards of conduct. Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the SEC, such limitation or indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table presents information about the beneficial ownership of our common stock on March 31, 2015 by those persons known to beneficially own more than 5% of our capital stock and by our Directors and executive officers. The percentage of beneficial ownership for the following table is based on 199,160,014 shares of common stock outstanding.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after March 31, 2015, pursuant to options, warrants, conversion privileges or other rights. The percentage of ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.


Title Of Class	Name, Title and Address of Beneficial Owner of Shares	Amount of Beneficial Ownership	Percent of Class

Common	Robert Schubenski, CEO	78,728,612	39.5%
Common	James Somers, President	78,728,612	39.5%

	All Directors and Officers as a group	157,457,224	79.0%

Note: As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

Changes in Control

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

On April 18, 2013, we executed a debt conversion agreement with our former officer and director, Steve Subick, to convert the outstanding balance owed by the Company of $11,837.44 through the line of credit executed on July 1, 2012 for up to $20,000, to 118,375 shares of our restricted common stock.

On January 24, 2014, we entered into a revolving credit line with BEI for up to $400,000. The unsecured line of credit bears interest at 2% per annum with principal and interest due on January 24, 2016. During the month ended January 31, 2014, BEI loaned a total of $124,000 to the Company. On January 24, 2014, BEI was owned and controlled by Robert Schubenski (holder of 74,175,258 shares of common stock or 50% of BEI) and James Somers (holder of 74,175,258 shares of common stock or 50% of BEI). As a result of the Company acquiring BEI, the balance of the loan and any interest was recorded to additional paid-in capital in the first quarter ended March 31, 2014 financial statements and the balance of the loan is $0.

On March 27, 2014, we issued 148,970,510 shares of our restricted common stock (post 66.666 forward split) in connection with the consummation of the merger with BEI. In exchange, we acquired 100% of the outstanding common stock of BEI.

Promoters and Certain Control Persons

Other than the founder, Steven Subick, we did not have any promoters at any time since inception.

Mr. Schubenski and Mr. Somers, collectively, acquired beneficial control of approximately 79% of the total shares of common stock outstanding of the Company as follows:

Mr. Schubenski acquired 37% or 73,371,933 shares of common stock as a result of being a stockholder of BEI of which the Company acquired 100% of the ownership pursuant to the Merger. Similarly, Mr. Somers acquired beneficial control of approximately 37% or 73,371,933 shares of common stock as a result of being a stockholder of BEI of which the Registrant acquired 100% of the ownership pursuant to the Merger Agreement.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined in Section 803A of the NYSE Amex LLC Company Guide. Since the Over the Counter Bulletin Board (“OTCBB”) does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of “independence” as defined under the rules of the New York Stock Exchange (“NYSE”) and American Stock Exchange (“Amex”).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed to us by our independent auditors for the years ended 2014 and 2013 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.


SERVICES	2014		2013

Audit fees	$	39,000	$	12,750
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-

Total fees	$	39,000	$	12,750

Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual financial statements and the review of our interim financial statements. Before our independent accountants were engaged to render these services, their engagement was approved by our Directors.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


Exhibit Number	Name and/or Identification of Exhibit

3	Articles of Incorporation & By-Laws

	(a) Articles of Incorporation ⁽¹⁾

	(b) By-Laws ⁽¹⁾

31	Rule 13a-14(a)/15d-14(a) Certifications

32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

101.INS⁽²⁾	XBRL Instance Document

101.SCH⁽²⁾	XBRL Taxonomy Extension Schema

101.CAL⁽²⁾	XBRL Taxonomy Extension Calculation Linkbase

101.DEF⁽²⁾	XBRL Taxonomy Extension Definition Linkbase

101.LAB⁽²⁾	XBRL Taxonomy Extension Label Linkbase

101.PRE⁽²⁾	XBRL Taxonomy Extension Presentation Linkbase

(1)

Incorporated by reference to the Registration Statement on Form S-1 and amendments made thereto, originally filed with the SEC on April 6, 2012.

(2)

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.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

BLACKCRAFT CULT, INC.

(Registrant)

By: /s/ James Somers

James Somers

President

In accordance with the requirements of the Securities Act of 1933, this Annual Report was signed by the following persons in the capacities and on the dates stated:


Signature	Title	Date

/s/ Robert Schubenski	Chief Executive Officer	April 15, 2015
Robert Schubenski

/s/ Robert Schubenski	Principal Financial Officer	April 15, 2015
Robert Schubenski

/s/ Robert Schubenski	Principal Accounting Officer	April 15, 2015
Robert Schubenski

Filing Compare · BLACKCRAFT CULT, INC.