FORM 8-K

UNITED STATE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~January 124, ~~2015~~2014

ARTISANAL BRANDS, INC.

(Exact name of registrant as specified in its charter)

New York	~~0-26112~~	410-~~1759882~~26112	41-1759882
(State of Jurisdiction)	~~(Commission File Number)~~	~~IRS~~(Commission ~~Employer~~File ~~ID No.~~Number)	(IRS Employer ID No.)
42 Forest Lane	~~Bronxville, New York 10708~~	~~10708~~Bronxville, New York	10708
(Address of Principal Executive offices)		~~(Zip Code)~~	(Zip Code)

Registrant’s telephone number, including area code 914-441-3591

		Name of each exchange on
Title of each class		which registered
Common Stock $.001 par value		OTC Electronic Bulletin Board

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[__] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Corporate Governance.

The Company has voluntarily elected to fully-report with audited financial statements by Spring, 2016. It has also reassessed its need for a full-time chief financial officer until its longer-term expansion plan to open multiple retail establishments has begun to develop. In connection with this decision Mr. Lillis will remain available to the Company on a consulting basis and will no longer serve as chief financial officer.

Item 8.01 Other Events.

~~The~~Certain ~~Company~~shareholder-lenders isrepresenting ~~updating~~$3 ~~the~~million ~~progress~~of itdebt ~~has~~have ~~made~~elected onto ~~its~~convert ~~previously~~early-stage ~~announced~~loans ~~plans~~into tocommon ~~recapitalize~~stock ~~its~~at ~~balance~~the ~~sheet~~negotiated ~~and~~price toof ~~open~~$.30 ~~company-owned~~per ~~stores~~share ~~that~~in ~~will~~anticipation ~~focus~~of on the ~~rapidly~~Company’s ~~growing~~closing ~~fast~~on ~~casual~~a ~~restaurant~~$5 ~~sector~~million equity offering. The ~~Company~~proceeds ~~has~~of ~~commenced~~the ~~capital~~offering ~~raising~~will ~~efforts~~be used to fund ~~its~~an expansion ~~plan~~into the retail sector in the format of a combined neighborhood cheese shop and ~~will~~café. ~~finalize~~In conjunction with an anticipated closing of its ~~recapitalization~~equity ~~and~~offering ~~begin~~this ~~opening~~month, ~~stores~~the ~~when~~Company ~~certain~~has ~~minimum~~initiated ~~capital~~a ~~levels~~site ~~have~~selection ~~been~~plan ~~achieved~~with commercial real property broker, Cushman & Wakefield. The first outlet is targeted for Spring 2016 in the borough of Manhattan in New York City.

~~Lenders~~The ~~have~~shareholder ~~agreed~~loan conversion is part of a previously announced agreement with early-stage investors to convert approximately ~~90% or~~ $~~6.9~~7 million of ~~outstanding~~ loans tointo common ~~equity~~stock at ~~an average price of~~ $.3330 per ~~common~~ share. ~~Also,~~at the ~~Company~~closing ~~has hired a senior culinary executive with over 25 years~~ of ~~experience in fine dining restaurants and casual cafes to join its management team to spearhead~~ the ~~company-owned~~equity ~~store expansion plan~~offering. ~~The Company has completed certain preliminary store-opening steps including architectural plans, equipment specifications, menu and an initial location analysis focused on New York City.~~

The Company’s licensing partner continues to develop wholesale and online operations at the new Hudson Valley operation. In addition to expanding sales into premium restaurants, hotels and private clubs and continuing to develop its online business, new initiatives to expand the Artisanal brand’s presence have been initiated in wine industry events in New York City, Napa Valley Vintners’ annual auction in June and a national spirits product promotion combined with Artisanal Premium Cheeses conducted by global wine and spirits producer, Louis Vuitton Moet Hennessy (LVMH).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARTISANAL BRANDS, INC. By: /s/ Daniel W. Dowe Daniel W. Dowe President

	ARTISANAL BRANDS, INC.

	By:	/s/ Daniel W. Dowe
		Daniel W. Dowe
		President

DATED: January 4, 2016

DATED: May 12, 2015

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