iQSTEL Inc - Annual Report: 2016 (Form 10-K)

  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

 

PureSnax International, Inc

(Exact name of registrant as specified in its charter)

 

Nevada		45-2808620
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

1000 Woodbridge Center Drive Suite 213 Woodbridge, NJ		07095
(Address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code:		(519) 573-1601

 

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

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

 

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

None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 x   No

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

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Table of Contents

 

 

 

 

 

 

 

 

 

 

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PART I

 

Item 1.           Business 

 

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our” and “our company”, mean PureSnax International, Inc. 

Our Current Business

By exploiting the trademarks acquired through the License Agreement (the “Exclusive License”) we intend to manufacture, distribute, sell and market various products within the health foods and snacks industry.

PureSnax International is a wellness brand focused on bringing healthy snacks and foods to consumers. PSI offers a wide assortment of sugar free, peanut free, Kosher, low fat, low sodium and Non GMO certified products.  With the tough new nutritional standards being rolled out through schools in the United States, we are poised to capitalize on these regulations by offering good for you, functional foods and snacks that meet these new regulatory standards.   Product categories include Popcorn, candied popcorn, marshmallow squares (made without Gelatin), protein bars, mints, gum and various condiments as well as offering Wow it’s Not Sugar! Xylitol, an all-natural sweetener.

Through the Licensing Agreement we will distribute delicious tasting, very healthy snack foods meeting the highest of standards and compliance for the US consumers with plans to evolve into an international audience. With a socially responsible mandate supported by education and driven by integrity and sincerity, PSI will provide people with healthier snack and food choices by utilizing wholesome, natural, high quality ingredients that promote healthier lifestyles.  We have chosen to specialize in the development, sourcing, branding and distribution of high quality, healthy food and snack products.  It is our vision to brand PureSnax International as one of the trusted names in the healthy food and snack industry.

With major illnesses such as diabetes, obesity, cancer, and heart disease on the rise, people are looking for ways to minimize the risks in developing these diseases.  People are starting to read and understand labels looking for healthier choices.  We believe that the demand for healthier products is driving a fundamental change in the food and snack markets. This demand will provide enormous opportunities for PureSnax International to position itself in the healthy food and snack industry.

Our goal is to utilize open public forums, education, integrity and honesty to earn the public’s trust and become that trusted brand that provides healthy food and snack products to the growing percentage of the population wanting to make healthier life choices. In other words, what we put on our labels, we mean. We believe in having a position in the marketplace where the market will be rather than where the market is.  

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We intend to become pioneers in a dynamic and growing segment of the industry where future demand will be and it means addressing the new public awareness of healthier food and snack products. The snack products developed must not only meet healthy product guidelines but also taste good. This is a very unique niche and one that hasn’t been completely tapped into for its greatest potential. PPM150 Nutritional Guidelines that came into effect in Ontario, Canada, was one of the first nutritional standards to be implemented for vending and school products.  Similar guidelines in many other provinces and states across Canada and the United States have since been implemented.  They call for vending and school products that are low in fat (80% with 3 grams of fat and under or 20% with 5 grams of fat and under) as well as low in sodium and sugar, which is not the primary ingredient. Candy, Chocolate, Soda, junk food such as potato chips and confectionary have been banned. Our recipe for Marshmallow Squares are sugar-free, Gluten-free, contains very little salt, Gelatin Free, kosher, nut free and taste great! Speaking to the need for education, many consumers are not aware that Gelatin is derived from animal bones and parts yet have been eating Gelatin through Jell-O and Marshmallows for years. Knowing that there are healthy products required for this channel and that the trend will be towards healthier products, we have developed and are constantly continuing to work on other recipes for healthier products that meet the highest standards of quality.

Government Regulation

 

Our business operations are subject to several international and domestic laws including labor and employment laws, laws governing advertising and promotions, privacy laws, safety regulations, import/export restrictions, consumer protection regulations that govern product standards and labeling, and several other regulations. We believe that we are currently in material compliance with all such applicable laws.

  

We believe that the current products portfolio and any potential products will fall under the U.S. Food and Drug Administration (FDA) regulatory umbrella.  The FDA is charged with protecting consumers against impure, unsafe, and fraudulently labeled products. FDA, through its Center for Food Safety and Applied Nutrition (CFSAN), regulates foods other than the meat, poultry, and egg products regulated by FSIS. FDA is also responsible for the safety of drugs, medical devices, biologics, animal feed and drugs, cosmetics, and radiation emitting devices. As applicable, the Licensee shall comply with all regulatory and other agencies, including governmental and private, as applicable, in the marketing, distribution, and/or selling of the Products.  Licensor shall provide any approvals, as applicable, to Licensee, that would be beneficial in the efforts of the Licensee.

We are currently not aware of any new legislation or regulation that may or may not apply to current and future products within the brand portfolio.  However, in a constantly evolving global business environment we will rely on its management teams experience and advise from legal counsel.

Our e-commerce website and online content are subject to government regulation of the Internet in many areas, including user privacy, telecommunications, data protection, and commerce. The application of these laws and regulations to our business is often unclear and sometimes may conflict. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, advertising, etc. apply to the Internet.  Nonetheless, laws and regulations directly applicable to Internet communications, commerce and advertising are becoming more prevalent. Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted covering issues such as user privacy, content, quality of products and much more.  Further, the growth and development of the market for e-commerce may prompt calls for more stringent consumer protection laws, which may impose additional burdens on companies conducting business online.  Compliance with these regulations may involve significant costs or require changes in business practices that result in reduced revenue. Noncompliance could result in penalties being imposed on us or orders that we stop the alleged noncompliant activity.  We believe that we are currently in material compliance with all such applicable laws. 

Products and Services

 

We intend to sell all product categories manufactured by Pure Snax Company, Inc. with an initial focus on the following.

Wow it’s not sugar! - Xylitol

100% All Natural Xylitol Sweetener. Xylitol is a natural pentitol sugar alcohol. It does not contain the glucose based carbohydrate sweetener found in sucrose, corn sugars, fructose, etc. More correctly, Xylitol is classified as a polyalcohol, which can be converted into a natural sugar. Due to the basic chemistry of Xylitol one perceives a pleasant and fresh sensation rather than the traditional burn of sugar. Xylan is the raw material source of Xylitol, which is found in some tree bark and in the hulls of several nuts and grains. Many fruits and vegetables are another source of Xylan making it a natural sweetener that works well with the body. 

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Wow Mints

Freshen your mouth with a burst of peppermint or watermelon! Four pieces of our mints and you're on your way to great oral health.  Contains approximately 75 pieces per container.

Wow Rice Delites

Rice Delites are a delicious healthy snack, which is also considered to be a functional food due to the ingredients that are contained in Rice Delites. Take them to school, take them to work, take them anywhere you would like a nutritious and healthy snack. Available in original vanilla and strawberry flavours.

Wow Naturally Flavoured Coated Popcorn

Almost everyone loves popcorn! Popcorn on its’ own is healthy. According to the Mayo Clinic just 3 cups of Popcorn will provide you with 3.5 grams of fiber. The toppings on Popcorn are what make it unhealthy.

People were first introduced to Junk Food over 100 years ago with the introduction of a leading brand taking the first credit which combined molasses and peanuts with Popcorn.  By carefully preserving taste and the “candied shell coating” around the popcorn, the crunch and taste of our delicious flavours will have you longing for another bite of this nutritious and functional food snack. Available in Cherry (Chomping Cherry) and Blueberry (Blueberry Burst).

Jams – sweetened with Xylitol

We take fresh juicy fruits and add just the right amount of fresh ingredients for one of the healthiest jams you will ever taste. Sweetened with Xylitol, you will never know the difference from preserves sweetened with regular sugar. One taste and this will be a family favourite. Available in Blueberry, Raspberry, Peach, Apricot, Mountain Berry and Strawberry.

Ketchup and Sauces – sweetened with Xylitol

Our ketchup is the best tasting low carb and healthiest ketchup you have ever tasted. It is made with a great tasting healthy natural sweetener called Xylitol and organic tomato paste. Our unique barbeque sauces add a hearty flavour to red meats, chicken and fish. Unlike most barbeque sauces that are filled with corn syrups and sugars, our Hickory Maple and our Honey Mustard Barbeque sauces are sugar-free and gluten-free.

Consumer Direct Segment

 

This will be carried out primarily via online Internet marketing that will include a combination of Websites (an e-commerce site: www.puresnax.com, numerous targeted landing page sites, and “squeeze page” sites), email campaigns, banner advertising, affiliate programs, search engine optimization, blogs, forums, newsletters / e-zines, resource information areas, pay per click campaigns, and follow up / thank you message add-on sales offers.  We will also explore several additional marketing venues such as direct mail, catalogue sales, consumer expos (home shows, health shows, food shows, fitness, anti-aging, etc.), print media / advertorials, infomercials (TV and radio), and at various festivals, product placements, talk shows, etc.

Our target markets include the general public, obese/weight conscious persons, diabetics and those with insulin resistance, kids (especially those who are overweight/obese, diabetic, insulin resistant, challenged by tooth decay, and all kids with health-conscious parents), health and/or fitness conscious people, the elderly, especially those with weight and/or blood sugar problems.

Market Overview

There is a convergence of factors that make the Health Snack food industry one of the best investments over the coming decades.  

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Aging of the Baby Boomers population

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Major advances in nutrition-related health research and understanding

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A dramatic rise in the incidence of obesity (overweight), and a better understanding of the associated health risks and ramifications

·

Dramatically rising health care costs

·

A growing realisation of the limitations of modern - high-tech medical approaches when dealing with chronic, unhealthy, “Life-Style Induced” diseases

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·

The general population’s willingness to spend more on quality foods & nutrients that provide functional health benefits

Worldwide:

Our Co-Packers currently ship worldwide under various Private Label Programs. Our plan is to work in concert with our co-packers with the introduction of our product lines into those Private Label programs and expand upon their existing distribution channel.

Size of Market – Crispy Marshmallow Squares

According to a UK article, Rice Krispie square market is a £39 million brand eaten by 3.5 million UK households.  In Canada it is a $70 million market, represented by Kellogg’s for $48 million, $10 million in Private Label, $5 million for Vachon and Saputo and $2 million for Little Debbie and regional players. The US market is approximately $1 Billion.

Wholesale Segment

 

The Company’s objective is to build an ongoing revenue stream through the distribution of our brands and Private Label programs. Our strategy is to generate strong profit growth in mass retail including the drug store channels as well as vending, school, health food, boutique and mass markets. 

Core Services Segment

 

The Core Services segment provides product design, distribution, marketing, e-commerce and other overhead resources to the Wholesale and Consumer Direct segments.

Design and Product Development

 

Mr. Gosselin is our principal designer and leads the vision of the Company. Products are currently in conceptualization phase, and the company intends to begin research and development at a later date. The development of our products from concept through manufacturing is engineered to be healthy also provide a great taste profile.

 

Sources and Availability of Raw Materials

 

We outsource all of our production and fulfillment in order to maintain management’s focus on new product and market development. However, our commitment to the quality and consistency of our products is reflected in the selection of all aspects of production.  All of our products are processed by manufacturers with which we have long standing relationships. To our knowledge, each follows the strictest Good Manufacturing Practices (GMPs) and quality controls to ensure purity in all of our products. We use facilities that meet or exceed our standards and we source some of our raw materials directly from a variety of sources.

Quality Control

 

Our quality control program ensures that products meet our high quality standards. Random inspections of our products occur when our products are received in our distribution center. We believe that our quality control policy is integral in maintaining the quality, consistency and reputation of our products.

 

Distribution

 

We intend to expand globally through new and established distribution channels including wholesale, retail, e-commerce, and licensing agreements to further expand global brand exposure and new opportunities to increase sales revenue.

 

Marketing

 

This will be carried out via a combination of conventional and innovative approaches ranging from trade show attendance and exhibition to aggressive online affiliate marketing to extensive networking, with follow up direct contact via our sales and marketing team.

Our target markets for Business to Business include health care providers (including massage therapists, personal trainers, dieticians, aestheticians), physicians (including MD/DO’s, DC’s, DDS’s, OMD/Acupuncturists), restaurants, school (also sports teams and religious groups) fundraising programs, hotels, casinos, cruise ships, health food and nutritional stores, specialty retailers who carry related products, beauty salons, Spas (day and medical), health clubs, nursing homes, and Internet sites that sell related products.

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PureSnax International has traditionally leveraged its relationships in the industry to develop in store promotional displays strategically located in retail stores to raise awareness about the availability of our products as well as perform on-site demos to educate the public on the benefits of eating healthier snack options.

Our marketing consists of a variety of channels including: national and international print advertising, strategic outdoor advertising, in-store advertising, digital advertising, guerilla marketing, involvement in the community and social media. This mix of media and channels is designed to support the brand's growth across diverse consumer groups and markets.

 

Business Strategy

 

The strategy is to gain adoption in markets and venues where traditionally unhealthy food and snack companies are unable to access. Through education and awareness via participation in diabetes events, health trade shows, food shows, sweet and snacks shows, and specialized hospitals we are gaining acceptance and enlightening many people to the fact that healthy eating and snacking exists, without having to sacrifice taste.

We anticipate that a majority of our resources will be positioned towards marketing and promotions up to the first year of roll out into the United States and after that time, the fruits of our efforts will convert into profitable sales. The process is to work in concert with strategic distributors, wholesalers and retailers along with essential store visits and demo programs to initiate purchase orders.  In the example of Wow it’s not Sugar! Xylitol, once you try it and discover it has no after taste along with it being a functional food, the conversion is relatively easy even with a premium price.

We have also identified strategic acquisitions in the area of manufacturing and product development, which could compliment our product line to supplement and support our plans for explosive revenue.

Over the next five years, we anticipate that our growth strategy will focus on the following five key areas:

	.	Increase Global Wholesale Sales

 

A delegation of our group went overseas to explore this market for our products. We visited; England, Scotland, Northern Ireland, Republic of Ireland and Spain and found overwhelming support for our products and specifically WOW! Rice Delites. This represented even an expanded opportunity based on the Current Exchange rates between the U.S. Dollar against the Sterling Pound and the Euro. There is a greater opportunity to achieve larger profits.  Another delegation traveled to South Korea and South America to conduct additional market research.  Once again, support for our products was overwhelming.  PureSnax International, Inc., has recognized that the lowest hanging fruit is mass retail with a “under the radar” approach. Strong new nutritional regulations in U.S. schools, has provided Pure Snax International with a unique opportunity.  

	.	Invest in Online Development and E-commerce Activity

 

We currently offer a globally accessible transactional website, www.puresnax.com, which allows anyone with Internet access to purchase our products online. We are currently working with a website developer to make key operational advances to our website such as development of user-friendly operations and layout improvements. Further, we intend to present a greater number of products on our website and expand into further marketing techniques such as affiliate marketing and advertisement opportunities.

	.	Vending Machines and Schools

 

PureSnax International is able to compete with the bigger snack companies by participating in markets they have difficulty to quickly access. They have a limited number of products that are able to meet the healthy guidelines established in the United States. According to kidsfoodtrends.com, there are some interesting trends that point to the enormous opportunities for marketers of Healthy Snack Foods:

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Health is a top-of-mind parental concern and is even gaining consciousness among kids

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Consumers of parenting age are trying to eat healthier and this has a trickle down effect to their kids

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Parents will increasingly opt for natural and fresh food variants for their kids

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Parents are increasingly scrutinizing product packaging to check for health information

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Kids’ confectionery, ice cream and savoury snacks consumption exceeds the population average

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U.S. children consumed notably more confectionery per capita than the population average in 2005

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	.	Diversify and Expand our Product Portfolio

We will continue to expand and strengthen our current product portfolio while exploring opportunities to diversify into new product categories within the health foods and snacks segment. We believe that diversification engages new consumer interest and enables the brand to benefit from a proactive and developing brand image while stimulating revenue from increased buyer interest and awareness of the brand. Furthermore, we anticipate that expansion of our product line will enable wholesale activity to flourish as well as increase online sales.

	.	Expand our Team

 

Our team will rely on industry specialists with varied skills and backgrounds who engage in overlapping roles and responsibilities for different segments of our business. In the next five years, we aim to increase the number of direct in-house employees to five people. Further, we intend to allocate a specific area(s) of our business strategy to a specific employee or employees and will focus on developing that employee’s skills in that area of responsibility. Such areas of responsibility will include sales, website and social media, design and production, marketing, public relations, administration, finance and product development. The expansion of our team will allow for focused development of all areas of our business.

Intellectual Property

The trademark “Wow it’s not sugar!” has been approved in Canada and submitted in the United States. Final approval in the United States is pending issuance of the trademark in Canada. Additionally, the company intends to file additional trademark applications as may be deemed necessary for the expansion of our business. Generally, our trademarks remain valid and enforceable so long as we continue to use the marks in commerce and the required registration renewals are filed. We consider our trademarks to be valuable assets in the marketing of our products and seek to protect them from infringement worldwide.

Employees

We currently have no employees.

Competition

The major players in the snack food industry continue to manufacture and develop products that are not remotely healthy and contain sugar or artificial sweeteners as well as being high in fat. We are pioneers in the snack industry and intend to strengthen our position through integrity and creating a high barrier to entry in terms of product design.  PureSnax International will continue to expand and build product lines through different brands and private label agreements as well as continue to develop proprietary products.  We do not have patents on our proprietary technology (our recipes, nor our processes) and we choose to protect this methodology by using trade secrets so that they are not easily discovered.  

However, there can be no assurance that even if we do these things we will be able to compete effectively with the other companies in our industry.

Our competitive strength will depend on our ability to:

 

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anticipate and respond to changing consumer demands in a timely manner;

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maintain and increase favorable brand recognition;

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develop and produce high quality products that appeal to consumers;

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appropriately price our products;

·

maintain the high quality of our products;

·

ensure product availability;

·

expand our product portfolio;

·

add members to our team who possess the skills, know-how and desire to help us succeed;

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Reports to Security Holders

 

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission, at http://www.sec.gov.

 

Employees

 

As of June 30, 2016, we did not have any full-time or part-time employees.  Our two directors and officers work as part-time consultants and devote approximately 20 hours per week to our business.  We also retain consultants for the design and construction of our planned website.  In the next 12 months, we intend to retain marketing and advertising consultants on a commissioned basis to assist with growing the membership of our planned website.  If our financial position permits, as the business needs dictates, we may enlist certain individuals on a full or part-time salaried basis to assist with marketing, advertising, administration and data management for our business.  The functions of our website will be primarily automated, and we intend to structure our operations to function with as few full-time employees as possible by outsourcing most job functions.  We do not expect our staffing requirements to exceed 24 people within the first three years of operations.

 

Item 1A.        Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 1B.        Unresolved Staff Comments

 

None.

 

Item 2.           Properties 

We have maintained executive offices at 1000 Woodbridge Center Drive, Suite 213, Woodbridge, NJ 07095. There are no expenses currently associated with this space. We believe that our office space is adequate for our current needs, but growth potential may require a facility due to anticipated addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property.  We do not own any real property.

 

Item 3.           Legal Proceedings

  

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4.           Mine Safety Disclosures

  

Not applicable.

 

PART II

 

Item 5.     Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since September 23,2015 under the symbol “PSNX”.  

 

OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

 

Our common shares are issued in registered form. Pacific Stock Transfer, 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119, Phone: (702) 361-3033, is the registrar and transfer agent for our common shares.

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Holders

As of June 30, 2016, there were 18 holders of record of our common stock. As of such date, 101,235,384 shares of our common stock were issued and outstanding.

Dividend Policy

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future.  The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our board of directors.

Equity Compensation Plan Information

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We did not sell any equity securities which were not registered under the Securities Act during the year ended June 30, 2016.  

Purchase of Equity Securities by the Issuer and Affiliated Purchasers  

We did not purchase any of our shares of common stock or other securities during our fiscal year ended June 30, 2016.

 

Item 6.           Selected Financial Data

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

   

Item 7.           Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this annual report.  The discussions of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

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Results of Operations for our Years Ended June 30, 2016 and 2015 (unaudited)

Our net loss for the years ended June 30, 2016 and 2015. are summarized as follows:

		For the Year Ended June 30, 2016		For the Year Ended June 30, 2015
Revenue	$		$	-
Cost of goods sold				-
Gross margin		-		-
Expenses:
Consulting and other expenses		146,458		36,077
Marketing expenses		22,163
Website and hosting		5,079		-
Auto and travel expenses		13		-
Total expenses		173,713		36,077
Other Income/(Expense):
Interest expense		(25,574)		(994)
Derivative expense		(13,568)
Change in derivative liability		(29,542)
Gain on relief of debt		-		5,000
Total other income/(expense)		(68,684)		4,006
Net loss before income tax		(242,397)		(32,071)
Provision for income tax		-		800
Net loss	$	(242,397)	$	(32,871)
Basic and diluted income/(loss) per share	$	-	$	-
Weighted average common shares outstanding - basic and diluted		150,058,846		400,000,000

Revenue

The Company has not earned any revenue during fiscal years ended June 30, 2016 and 2015.

Expenses

Sample/marketing expense

Sample and marketing related expenses were $22,163 and $0, respectively, for the fiscal years ended June 30, 2016 and June 30, 2015. Sample and marketing expenses are costs incurred in producing sample products and the placement of samples with potential marketing partners, customers, distributors and retail establishments. Sample product is recorded at cost and removed from inventory.

Consulting and other expense

Consulting and other expenses were $151,550 and $36,077, respectively, for the fiscal years ended June 30, 2016 and June 30, 2015. For the year ended June 30, 2016, this consisted primarily of consulting expense of $2,500, audit, legal and accounting, and other costs associated with being a publicly reporting company of $103,943, and other expenses of $45,107, compared to the year ended June 30, 2015 where we incurred $11,150 in consulting expenses, audit and accounting, and other costs associated with being a publicly reporting company of $23,060, and other expenses of $1,867. Samples/marketing expense for the year ended June 30, 2016 consisted of raw material cost and packaging to develop sample products of $22,163 compared to the year ended June 30, 2015 where we incurred raw material cost and packaging to develop sample products of $0.

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Other income/(expense)

During the fiscal year ended June 30, 2015, we recognized debt forgiveness from lenders upon the change in control of the Company and the sale of our founder’s ownership interest. We recognized $5,000 in gain on relief of debt for the fiscal year ended June 30, 2015 as compared to none for the fiscal year ended June 30, 2016. We believe this to be a one-time event for the Company and do not believe that we will be able to settle debt or obtain relief from debt in this fashion in the future.

During the fiscal year ended June 30, 2016, we recognized interest expense of $25,574, as compared, to $994 for the fiscal year ended June 30, 2015. Interest expense in 2016 is associated with unrelated party convertible notes, while in 2015 it was associated with our pervious Chief Executive Officer and President, Mr. Cenia.

Net Loss

We recognized a net loss of $242,397 for the fiscal year ended June 30, 2016 as compared to net loss of $32,871 for the fiscal year ended June 30, 2015. Net income and net loss for the fiscal years ended June 30, 2016 and June 30, 2015, respectively, included various costs associated with product development which are not capitalized.

Liquidity and Financial Condition

As of June 30, 2016 and 2015, we had $23,790 and $0 in cash and cash equivalents, respectively. As of June 30, 2016, we had a working capital deficit of $170,928 and a deficit accumulated during the developmental stage of $307,027. Our cash position is not significant enough to support our daily operations. Management believes that the actions presently being taken to further refine its business plan and produce inventory to generate revenues provide the opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances that we will accomplish either. Our ability to continue as a going concern is dependent upon our ability to achieve profitable operations or obtain adequate financing.

Cash Flows

Operating Activities

Net cash used in operating activities for the fiscal year ended June 30, 2016 was $152,474 compared to net cash used in operating activities of $35,233 for the fiscal year ended June 30, 2015.

Investing Activities

Net cash used in investing activities for the fiscal years ended June 30, 2016 and 2015 was $0.  

Financing Activities

Net cash provided by financing activities for the fiscal year ended June 30, 2016 was $176,264. Cash provided by financing activities for the fiscal year ended June 30, 2015 was $35,233.  

Plan of Operation

Contractual Obligations

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Going Concern

The accompanying financial statements have been prepared assuming that our company will continue as a going concern. As shown in the accompanying financial statements, our company incurred losses of $242,397 for the year ended June 30, 2016 and has produced not of revenues from operations. These factors raise substantial doubt about our company’s ability to continue as a going concern.

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The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that our company cannot continue as a going concern. Management anticipates that it will be able to raise additional working capital through the issuance of stock and through additional loans from investors.

The ability of our company to continue as a going concern is dependent upon our company’s ability to attain a satisfactory level of profitability and obtain suitable and adequate financing. There can be no assurance that management’s plan will be successful.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Critical Accounting Policies  

The discussion and analysis of our financial condition and results of operations is based upon the accompanying financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States Dollars.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by management’s application of accounting policies.  We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.  

 

Basis of Presentation

These financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. Our company’s fiscal year end is June 30.

Principal of Consolidation

The financial statements include the accounts of B-Maven, Inc.

Use of Estimates

The preparation of financial statements in conformity with United States 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 revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

Our Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Financial Instruments

Our Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables and derivative liabilities. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities and related party payables approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

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Earnings (Loss) Per Share

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2016, our company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.

 

Income Taxes

  

Our Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

Recent Accounting Pronouncements

Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”.  This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies.  Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

Our Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item 7A.        Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8.           Unaudited Financial Statements and Supplementary Data

Pure Snax International, Inc.

June 30, 2016

Index

Report of Independent Registered Public Accounting Firm

F–1

Balance Sheets

F–2

Statements of Operations

F–3

Statements of Stockholder’s Deficit

F–4

Statements of Cash Flows

F–5

Notes to the Financial Statements

F–6

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PureSnax International, Inc.

Balance Sheets (unaudited)

(Expressed in US Dollars)

				June, 30 2016		June 30, 2015
ASSETS
CURRENT ASSETS:
Cash or cash equivalents			$	23,790	$	-
Prepaid Expenses				3,834
Inventory				10,356		-
Total Current Assets				37,980		-
TOTAL ASSETS			$	37,980	$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accrued expenses			$	46,412	$	8,143
Loans – related party				19,066		1,800
Convertible notes payable, net				35,327		-
Derivative liability				108,103		-
TOTAL LIABILITIES				208,908		9,943.00
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares and none issued and outstanding at June 30, 2016 and June 30, 2015, respectively				1,000		-
Common stock, $0.001 par value; 500,000,000 shares authorized; 100,235,384 and 400,000,000 shares issued and outstanding at June 30, 2016 and June 30, 2015, respectively				100,235		400,000
Additional paid in capital				34,864		(345,313)
Accumulated deficit				(307,027)		(64,630)
TOTAL STOCKHOLDERS’ DEFICIT				(170,928)		(9,943)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT			$	37,980	$	-

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PureSnax International, Inc.

Statements of Operations (unaudited)

(Expressed in US Dollars)

		For the Year Ended June 30, 2016		For the Year Ended June 30, 2015
Revenue	$		$	-
Cost of goods sold				-
Gross margin		-		-
Expenses:
Consulting and other expenses		146,458		36,077
Marketing expenses		22,163
Website and hosting		5,079		-
Auto and travel expenses		13		-
Total expenses		173,713		36,077
Other Income/(Expense):
Interest expense		(25,574)		(994)
Derivative expense		(43,110)
Gain on relief of debt		-		5,000
Total other income/(expense)		(68,684)		4,006
Net loss before income tax		(242,397)		(32,071)
Provision for income tax		-		800
Net loss	$	(242,397)	$	(32,871)
Basic and diluted income/(loss) per share	$	-	$	-
Weighted average common shares outstanding - basic and diluted		150,058,846		400,000,000

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PureSnax International, Inc.

Statement of Changes in Stockholders’ Deficit (unaudited)

For the Years Ended June 30, 2016 and 2015

(Expressed in US Dollars)

				Additional
	Common	Common Stock	Preferred Stock	Paid-in Capital	Accumulated Deficit
	Shares	Amount	Amount	Amount	Amount	Total
Balance – June 30, 2014	400,000,000	400,000	–	(412,601)	(31,759)	(44,360)
Debt forgiveness from shareholder	–	–	–	67,288	–	67,288
Net loss for the year	–	–	–	–	(32,871)	(32,871)
Balance – June 30, 2015	400,000,000	400,000	-	(345,313)	(64,630)	(9,943)
Cancellation of Stock 9/30/15	(300,000,000)	(300,000)	–	300,000	–	-
Issuance of preferred stock in exchange for cancellation of Common stock	–	–	1,000	(1,000)	–	-
Issuance of common stock for cash to Principe Asset Partners LLC on 4/1/16	44,118	44		14,956	-	15,000
Issuance of common stock for cash to Nicolas A. Mastoris on 4/1/16	44,118	44		14,956	-	15,000
Issuance of common stock for cash to Gary Kamen on 4/5/16	73,350	73		24,927	-	25,000
Exercise of warrant #1	73,798	74	–	26,338	–	26,412
Net loss for the year	–	–	–	–	(242,397)	(242,397)
Balance – June 30, 2016	100,235,384	100,235	1,000	34,864	(307,027)	(170,928)

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PureSnax International, Inc.

Statements of Cash Flows (unaudited)

(Expressed in US Dollars)

		For the Year Ended June 30, 2016		For the Year Ended June 30, 2015
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss)	$	(242,397)	$	(32,871)
Adjustments to reconcile net loss to cash (used in) operating activities:
Amortization of debt discount		22,734		-
Gain on Debt Relief		-		(5,000)
Derivative expense		43,110		-
Shares issued for organizational expenses				-
Changes in assets and liabilities
(Increase)/decrease in prepaid		(3,834)
(Increase)/decrease in inventory		(10,356)		93
Increase/(decrease) in accrued expenses and accounts payable		38,269		2,545
Increase (decrease) in sales revenue received in advance		-		-
Net cash used in operating activities		(152,474)		(35,233)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock		235		-
Additional Paid in Capital		81,177
Proceeds from loan – related parties		17,266		35,233
Proceeds from loan – third party		77,586		-
Net cash provided by financing activities		176,264		35,233
CHANGE IN CASH		23,790		-
CASH AT BEGINNING OF PERIOD		-		-
CASH AT END OF PERIOD	$	23,790	$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-	$	-
Income taxes	$	-	$	800
Non-cash investing and financing activities:
Exchange of Issuance of preferred stock (300M)	$	(300,000)	$	-
Exchange of Issuance of preferred stock (1M)	$	1,000	$	-

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1.

Nature of Business and Continuance of Operations

B-Maven, Inc. (the “Company”) was incorporated in the State of Nevada on June 24, 2011. The Company was initially in the business of developing, manufacturing, marketing and selling the E-Scentual Skin Care Collection, a skin care line combining science with nature to form what we believed to be an advanced beauty treatment using all natural ingredients.  The Company had limited revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. Upon execution of the License Agreement as described in Note 6, the Company changed its business direction to focus on the manufacturing, distribution, sales and marketing of the Pure Snax Company, Inc., brand.

These unaudited financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on June 24, 2011 through June 30, 2016, the Company has incurred accumulated losses totalling $313,235. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

These unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company’s fiscal year end is June 30.

b)

Principal of Consolidation

The financial statements include the accounts of B-Maven, Inc.

c)

Use of Estimates

The preparation of financial statements in conformity with United States 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 revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to income taxes. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

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2.

Summary of Significant Accounting Policies (continued)

e)

Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, related party payables, loans payable and derivative liabilities. The fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities, related party payables and loans payable approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

f)

Derivative Liabilities

The fair value of the Company’s derivatives liabilities is determined on the assumptions that market participants would use in pricing the asset or liability, that is market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The Black Scholes method was used to measure the derivative liabilities. As of June 30, 2016, derivative liabilities balance totaled $108,104 and consisted of the following.

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g)

Inventory

As of June 30, 2016, we had limited assets which consisted of cash and cash equivalents of $23,790, and inventory of $10,356. In order to fund the development of our business and working capital needs for the next 12 months, we intend to secure additional funding through the sale of common stock, related and non-related party loans, or funding provided by strategic partners. To further implement our plan of operations, we anticipate the costs to develop our products on a commercial scale could very well be in excess of $100,000. We will need at least an additional $50,000 to $100,000 to purchase raw material for commercial production, professional labeling and packaging, and introductory marketing and advertising programs that will educate as well as connect with our targeted customers who seek healthy snacks and food alternatives. If we are not successful in raising additional financing, we will not be able to further our business plan towards commercial production

h)

Earnings (Loss) Per Share

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At June 30, 2016, the Company has no potentially dilutive securities outstanding and accordingly, basic loss and diluted loss per share are the same.

i)

Foreign Currency Translation

The Company’s initial operations will be in the United States however global expansion is anticipated which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

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j)

Income Taxes

The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

k)

Recent Accounting Pronouncements

Jumpstart Our Business Startups Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

In January 2015, FASB issued Accounting Standards Update (ASU) No. 201501 Income Statement – Extraordinary and Unusual Items, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary (even if they ultimately would conclude it is not). This also alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.

Related Party Transactions

a)

At June 30, 2016, Mr. Patrick Gosselin loaned the Company $14,686, and Gosselin Consulting Group, Inc. loaned the Company $4,380.  The amounts owed are unsecured, non-interest bearing, and have no specified repayment terms. The loan to related parties is $19,066 as of June 30, 2016.

b)

On August 6, 2015, the Company entered into a Trademark License Agreement (the “License Agreement”) with PureSnax Company, Inc. (the “Licensor,” or “PSC”), a Canadian incorporated company. The Company’s sole officer and director, Patrick Gosselin, is a shareholder and director of PSC (the “PSC Shareholder”) and holds a 10% equity interest (minority interest). Pursuant to the License Agreement, the Company acquired the exclusive worldwide rights, for a period of 10 years, to various trademarks (as more completely discussed below), which the Company intends to utilize for the manufacture, distribution, sales and marketing of various products within the health foods and snacks industry. As consideration for the exclusive license granted under the License Agreement, the Company shall pay a royalty fee to PSC of ten percent (10%) of all net sales of licensed products.  Payment can also be issued in the form of common stock shares with a 20% discount Stockholders’ Equity.

c)

The trademark “Wow it’s not sugar!” has been approved in Canada and submitted in the United States.  Final approval in the United States is pending issuance of the trademark in Canada as of March 31, 2016.

4.

Stockholders’ Equity

The Company’s authorized capital consists of 500,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share.

On June 1, 2015, the board of directors approved a forward split of the issued and outstanding common shares on the basis of 40 new common shares for each 1 existing common share. Upon effectiveness of the forward split, the issued and outstanding shares of common stock increased from 10,000,000 to 400,000,000. All share and per share amounts have been retroactively adjusted to reflect the forward stock split.  On June 11, 2015, the Company’s Articles of Incorporation were amended reflect these changes.

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On September 21, 2015, Patrick Gosselin executed an agreement whereby an aggregate of 300,000,000 common stock shares beneficially owned by would be cancelled in exchange for the issuance of 1,000,000 shares of Series A Convertible Preferred stock.

On September 29, 2015 the Company filed an amendment to its certificate of designation whereby its Series A Convertible Preferred Stock was increased to 1,000,000 shares with a par value of $0.001 per share, Senior liquidation preference to all junior shares, Convertible into common shares at a ratio of one Series A Preferred to 120 common shares, Right to vote for each share of common stock into which a convertible share could be converted, No redemption rights, Certain protective provisions, and No pre-emptive rights.

On February 24, 2016, the Company issued to Typenex Co-Investment, LLC, 59,963 common stock purchase warrants, with a term of three years, at an exercise price of $.27 per share.

On April 1, 2016, the Company executed a subscription agreement with Nick Mastoris for the purchase of 44,118 restricted shares of Common Stock for a purchase price of $15,000.

On April 5, 2016, the Company executed a subscription agreement with Gary Kamen for the purchase of 73,530 restricted shares of Common Stock for a purchase price of $25,000.

On April 1, 2016, the Company executed a subscription agreement with Principe Asset Partners LLC for the purchase of 44,118 restricted shares of Common Stock for a purchase price of $15,000.

On May 13, 2016, Typenex Co-Investment, LLC (the holder), elected to convert warrant # 1 with a fair market value of $26,412 into 73,798 shares of the Company’s common stock.

On June 7, 2016, the Company issued to Typenex Co-Investment, LLC, 59,963 common stock purchase warrants, with a term of three years, at an exercise price of $.69 per share.

5.

Convertible Notes Payable

As of June 30, 2016, convertible notes payables have a balance of $35,328 and consisted of the following:

a)

On February 5, 2016, the Company issued to EMA Financial, LLC, a convertible promissory note in the principal amount of $30,000, in connection with a Securities Purchase Agreement entered into by the parties on February 5, 2016. The note accrues interest at a rate of 10% per annum, with a maturity date of February 6, 2017. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 50% of the lowest trading price of the common stock during the 20 trading days prior to issuing a notice of conversion to the Company. The note carries an OID of $ 3,500.

b)

On February 24, 2016, the Company issued to Typenex Co-Investment, LLC, a convertible promissory note in the principal amount of $32,500, in connection with a Securities Purchase Agreement entered into by the parties on February 24, 2016. The note accrues interest at a rate of 10% per annum, with a maturity date of March 23, 2017. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at $.50 per share. The note carries an OID of $7,500.  In connection with the issuance of the Promissory Note, the Company also issued 59,963 common stock purchase warrants, with a term of three years, at an exercise price of $.27 per share.

c)

On March 1, 2016, the Company issued to Pinz Capital International, LP, a convertible promissory note in the principal amount of $30,556, in connection with a Securities Purchase Agreement entered into by the parties on March 1, 2016. The note accrues interest at a rate of 10% per annum, with a maturity date of March 1, 2017. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 60% of the lowest trading price of the common stock during the 20 trading days prior to issuing a notice of conversion to the Company. The note carries an OID of $3,056.

d)

On June 7, 2016, the Company issued to Typenex Co-Investment, LLC, a convertible promissory note in the principal amount of $27,500, in connection with a Securities Purchase Agreement entered into by the parties on February 24, 2016. The note accrues interest at a rate of 10% per annum, with a maturity date of March 23, 2017. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at $.50 per share. The note carries an OID of $2,500. In connection with the issuance of the Promissory Note, the Company also issued 59,963 common stock purchase warrants, with a term of three years, at an exercise price of $.27 per share.

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6.

Income Taxes

The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal and state statutory rate compared to the Company’s income tax expense as reported is as follows:

		June 30,		June 30,
		2016		2015
Income tax benefit computed at the statutory rate	$	107,459	$	22,621
Change in valuation allowance		(107,459)		(22,621)
Provision for income taxes	$	–	$	–

Significant components of the Company’s deferred tax assets and liabilities as at June 30, 2016 and 2015 after applying enacted corporate income tax rates, are as follows:

		June 30,		June 30,
		2016		2015
Deferred income tax assets
Net operating losses	$	84,839	$	11,505
Valuation allowance		(84,839)		(11,505)
Net deferred income tax assets	$	–	$	–

The Company has net operating loss carry forwards of $313,235 which expire commencing in 2035.

7.

Subsequent Events

On August 22, 2016, EMA Financial, LLC (the holder), elected to convert $7,000 of the principal outstanding amount of $30,000 convertible promissory note issued by the Company on February 5, 2016, into 200,000 shares of the Company’s common stock at a conversion price of $0.035. The holder principal outstanding amount after conversion is $23,000.

On August 26, 2016, Typenex Co-Investment, LLC (the holder), elected to convert $20,000 of the principal outstanding amount of $32,500 convertible promissory note issued by the Company on February 24, 2016, into 332,779 shares of the Company’s common stock at a conversion price of $0.0601.

On September 13, 2016, EMA Financial, LLC (the holder), elected to convert $4,392.50 of the principal outstanding amount of $23,000 convertible promissory note, into 500,000 shares of the Company’s common stock at a conversion price of $0.008785 The holder principal outstanding amount after conversion is $18,607.50.

On September 16, 2016, Pinz Capital International, LP (the holder), elected to convert $10,000 of the principal outstanding amount of $30,556 convertible promissory note issued by the Company on March 1, 2016, into 664,010 shares of the Company’s common stock at a conversion price of $0.01506. The holder principal outstanding amount after conversion is $20,556.

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Item 9.           Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  

   

PART III

 

Item 10.         Directors, Executive Officers and Corporate Governance

 

Our directors will serve in that capacity until our next annual shareholder meeting or until their successors are elected and qualified.  Officers hold their positions at the will of our board of directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

Name	Position Held with our Company	Age	Date First Elected or Appointed
Mark Engler	CFO	69	November 6, 2015
Patrick Gosselin	President, CEO	44	April 30, 2015

  

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

 

Patrick Gosselin – President, Secretary, Treasurer and Director

 

Pat’s talent and success in concepts are born out of a unique combination of hands on progressive experience and expertise in developing and implementing strategic objectives while creating business improvement processes and new business relationships. Applications include the analyzing of technical cost savings data, along with the negotiation, implementation and validation of detailed contracts. Pat has been called upon to consult and coach small business in a variety of different genres in the specific areas of project, expense and staff management, planning resource allocation, mediating disputes and sales.  Pat spent 8 years training and teaching telecommunications consultants before starting his own successful consulting practice.  He has been advising small and medium business customers across North America for the past 10 years.

Pat also has experience in facilitating M&A activities as a consultant for a merger & acquisition firm (enterprise value $10M or less) along with an expert understanding of Merchant Services across North America’s markets. Most recently over the past 5 years, Pat spearheaded the creation of Pure Snax, and coordinated the stringent approval process of Xylitol for use in peanut and tree nut free manufacturing facilities securing the ability to use Xylitol in a large scale manufacturing environment. He also established the framework for sales and distribution of healthy snacks and food products throughout North America through setting up an EDI portal, GS1 compliant barcodes and systems, and developing several key relationships. In his current role, Pat is in the midst of taking public a healthy snack business through a reverse merger with a U.S. based corporation.

In his younger formative years, Pat had a prolific baseball career as a member of Championship winning teams between 1986 and 1990. He became a member of Baseball Canada’s junior team in 1990 and was ultimately drafted by the Pittsburgh Pirates in 1993. After a short stint in the minor leagues, Pat returned to school to complete his formal education. A graduate with a degree in Arts and Psychology from the University of Sherbrooke, Mr. Gosselin is fluent in English and French.

Mark Engler – CFO

 

Mark Engler provides leadership, sought after advice and direction in the areas of finance, accounting, investor relations, business and corporate development, business structure and operations for both public and private companies.  Through his extensive knowledge and experience, he helps build high performing organizations that achieve predictable results.  He is focused on annual and long-term financial planning, business unit analytics, and company-wide execution of strategic objectives.  His specialties include merger and acquisition consultation, forensic accounting, corporate accounting, corporate tax regulation, and corporate tax preparation.  

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Mark began his career with the Internal Revenue Service Agency (IRS) as a Senior Field Revenue Agent where he investigated and performed audits specifically on large corporate tax payers and high profile individuals.  Since leaving the IRS in 1977, Mark has been in private practice using his knowledge and expertise to help his corporate clients navigate the stringent rules and regulations of corporate tax law.   He also represents clients in front of the IRS and other tax governing authorities in tax audits, appeals, as well as criminal and civil tax litigation when necessary.  His deep knowledge and understanding of forensic accounting and tax law provides Mark with a unique perspective allowing him to deliver high results and long lasting value for each of his clients.

Other Directorships

None of our directors hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.  

Our officers and directors or any affiliates of our company have not been previously involved in the management or ownership of have not acted as a promoter or in which they have a controlling interest in any other previous registration statement of companies.  Therefore, there are no companies that are viable or dormant and which businesses have been modified and restated from that described in their offering documents, and the sole officer and director have no connection to companies that are still actively reporting with the United States Securities and Exchange Commission.

 

Board of Directors and Director Nominees

Since our board of directors does not include a majority of independent directors, the decisions of the board regarding director nominees are made by persons who have an interest in the outcome of the determination.  The board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted.  Unless otherwise determined, at any time not less than 90 days prior to the next annual board meeting at which the slate of director nominees is adopted, the board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders.  If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission.  The letter should be accompanied by a résumé supporting the nominee's qualifications to serve on the board, as well as a list of references.

The board identifies director nominees through a combination of referrals from different people, including management, existing board members and security holders.  Once a candidate has been identified, the board reviews the individual's experience and background and may discuss the proposed nominee with the source of the recommendation.  If the board believes it to be appropriate, board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the board.

Some of the factors which the board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions.  The board may request additional information from each candidate prior to reaching a determination.  The board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Conflicts of Interest

Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating time between our operations and those of other businesses.  In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty.  As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.  They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.  In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

·

the corporation could financially undertake the opportunity;

·

the opportunity is within the corporation’s line of business; and

·

it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

 

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

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Significant Employees

There are no individuals other than our executive officers who make a significant contribution to our business.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1.         been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

2.         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;

3.         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;

4.         been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

5.         been 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; or

 

6.         been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.

Family Relationships

There are no family relationships among our officers, directors, or persons nominated for such positions.

 

Code of Ethics

We have not adopted a code of ethics that applies to our officers, directors and employees.  When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.   

Audit Committee and Audit Committee Financial Expert

 

We do not currently have an audit committee or a committee performing similar functions. The board of directors as a whole participates in the review of financial statements and disclosure.

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Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

 

We believe that the sole member of our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our sole director does not believe that it is necessary to have such committees because believes the functions of such committees can be adequately performed by the sole member of our board of directors.

 

    

Item 11.         EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

(a)

our principal executive officer;

(b)

(c)

our CFO

 

(c)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended June 30, 2016 and 2015; and

 

(d)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, 2016 and 2015;  

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE(1)
Name and Principal Position	Year	Salary ($)	All Other Compensation ($)
Patrick Gosselin(2) President, CEO, CFO, Secretary and Director	2016 2015	NIL NIL	NIL NIL
Mark Engler(3) CFO and Director	2016	NIL	NIL
Restituto Cenia(4) President, CEO, CFO, Secretary and Director	2015 2014 2013	NIL NIL NIL	NIL NIL NIL
Anna Jones(5) President, CEO, CFO, Secretary and Director	2013	NIL	NIL

(1)     

We have omitted certain columns in the summary compensation table pursuant to Item 402(a)(5) of Regulation S-K as no compensation was awarded to, earned by, or paid to any of the executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.

(2)

Mr. Gosselin was appointed as our sole officer and director on April 30, 2015.

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(3)    

Mark Engler was appointed as our CFO on November 6, 2015.

(4)    

Restituto Cenia was appointed as our president, secretary, treasurer and director on May 14, 2013.

(5)      Anna Jones was appointed as our president, secretary, treasurer and director on June 24, 2011. She resigned on May

Option Grants 

    

We have not granted any options or stock appreciation rights to our named executive officers or directors since inception.  We do not have any stock option plans.

Management Agreements

We have not entered into any management agreements with any of our executive officers. 

Compensation of Directors

None.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.  We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

 

Compensation Committee

We do not currently have a compensation committee of the board of directors or a committee performing similar functions.  The board of directors as a whole participates in the consideration of executive officer and director compensation.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding  

 

Item 12.         Related Party Transactions

None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its common stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

 

·

Disclosing such transactions in reports where required;

·

Disclosing in any and all filings with the SEC, where required;

·

Obtaining disinterested directors consent; and

·

Obtaining shareholder consent where required.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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According to the NASDAQ definition, we have no independent directors.

Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

Item 13.         Certain Relationships and Related Transactions, and Director Independence

 

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended June 30, 2016, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

Director Independence

We currently act with one director, Patrick Gosselin.  We have determined that our director is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for professional audit services rendered by Anton & Chia , LLP, for the audit of the Company’s annual financial statements for the fiscal years ended June 30, 2016 and June 30, 2015 and fees billed for other services rendered by PLS CPA’s during those periods. All services reflected in the following fee table for 2016 and 2015 were pre-approved, respectively, in accordance with the policy of the Board.

		June 30, 2016		June 30, 2015
Audit fees (1)	$	9,450	$	10,000
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total Fees	$	9,450	$	10,000

Notes:

⁽¹⁾ Audit fees consist of audit and review services, consents and review of documents filed with the SEC.

In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.

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PART IV

 

Item 15.         Exhibits, Financial Statement Schedules

 

(a) Financial Statements

 

(1) Financial statements for our company are listed in the index under Item 8 of this document.

 

(2) All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 

(b) Exhibits  

 

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on June 24, 2012).
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on June 24, 2012).
(21)	Subsidiaries of Registrant
21.1	N/A
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101 **	Interactive Data Files

*          Filed herewith.

**       Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 

 

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SIGNATURES

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

		PureSnax International, Inc.
		(Registrant)
Dated: October 13, 2016		/s/ Patrick Gosselin
		Patrick Gosselin
		President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

  

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.

Dated: October 13, 2016		/s/ Patrick Gosselin
		Patrick Gosselin
		President, Secretary, Treasurer and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)