iQSTEL Inc - Annual Report: 2017 (Form 10-K)

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

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 [   ]

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.

Yes [X] No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [   ] No [X]

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

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

Yes [   ] No [X]

The aggregate market value of Common Stock held by non-affiliates of the Registrant on June 30, 2017 was $308,937.10 based on a $0.0007 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date:

628,420,498 common shares as of October 11, 2017.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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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 “PSI”, “we”, “us”, “our” and “our company”, mean Pure Snax International, Inc.

Our Current Business

On March 8, 2017, the Company has exited their previous License Agreement with the Canadian Licensor and will no longer represent that brand. The Company intends to develop its own brand and develop its own products for manufacture, distribution, sales and marketing of 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, vegan, peanut free, Kosher, low fat, low sodium and Non GMO certified products. With new nutritional standards being rolled out through schools in the United States, we believe 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 marshmallow squares (made without Gelatin and that are vegan), protein bars, mints, gum and various condiments as well as offering Xylitol, a natural, diabetic friendly, sweetener.

We intend 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 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.

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. Our Marshmallow Squares are sugar-free, Gluten-free, vegan, contains very little salt, Gelatin Free, kosher, nut free and taste great! We have developed and are constantly continuing to work on other recipes for healthier products that meet the highest standards of quality.

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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.

We are currently not aware of any new legislation or regulation that may or may not apply to current and future products within our 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 a number of products an initial focus on the following.

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.

Xylitol Mints

Freshen your mouth with a burst of peppermint or watermelon! Contains approximately 75 pieces per container.

Marshmallow Squares

These squares are a healthy snack, which is also considered to be a functional food due to the ingredients contained in our product. They are sugar free, vegan, nut and peanut free, gluten free, gelatin free and kosher.

Xylitol Jams

We take fresh juicy fruits and add just the right amount of fresh ingredients to produce one of the healthiest and very good tasting jams sweetened with Xylitol.

Xylitol Ketchup and Sauces

Our ketchup is low carb and healthy. It is made with the great tasting healthy natural sweetener, 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, ours are sugar-free and gluten-free.

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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.puresnaxworldwide.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 also intend to 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

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

Aging of the Baby Boomers population 

Major advances in nutrition-related health research and understanding 

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 

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. Part of our plan is to work in concert with our co-packers and introduce our product lines into those Private Label programs and expand upon their existing distribution channel.

Size of Market – Marshmallow Squares

The marshmallow square market is estimated to be 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 such as various store brands. 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 will provide product design, distribution, marketing, e-commerce and other overhead resources to the Wholesale and Consumer Direct segments.

Design and Product Development

Mr. Gosselin (CEO), 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.

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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, we believe our commitment to the quality and consistency of our products is reflected in the selection of all aspects of production. All 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 is designed to ensure 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.

PureSnax International intends to leverage 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 will consist 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 Xylitol, the lack of 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

Strong support for our products has been identified in many countries overseas. We believe this represents an expanded opportunity based on the Current Exchange rates between the U.S. Dollar against the Sterling Pound and the Euro. We believe there is a greater opportunity to achieve larger profits. PureSnax International, Inc., has recognized that the lowest hanging fruit is mass retail with a “under the radar” approach.

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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

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

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

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

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

Parents are increasingly scrutinizing product packaging to check for health information 

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

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

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.

Intellectual Property

The Company has exited their License Agreement with the Canadian Licensor as of March 8, 2017 and will no longer represent that brand. The Company is developing its own intellectual property and file trademark applications.

Competition

The major players in the snack food industry continue to manufacture and develop products contain sugar or artificial sweeteners as well as being high in fat. We believe 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:

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

• maintain and increase favorable brand recognition; 

• develop and produce high quality products that appeal to consumers; 

• appropriately price our products; 

• maintain the high quality of our products; 

• ensure product availability; 

• expand our product portfolio; 

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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, 2017, 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.

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.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Not applicable.

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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.

Holders

As of June 30, 2017, there were 20 holders of record of our common stock. As of such date, 441,338,708 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, 2017.

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, 2017.

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 audited 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.

As of June 30, 2017, we had limited assets which consisted of cash and cash equivalents of $15,701. 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.

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Results of Operations for our Years Ended June 30, 2017 and 2016

Our net loss for the years ended June 30, 2017 and 2016 are summarized as follows:

“See accompanying notes to the financial statements.”

Revenue

The Company has not earned any revenue during fiscal years ended June 30, 2017 and 2016.

Expenses

Consulting and other expense

Consulting and other expenses were $101,351 and 146,472, respectively, for the fiscal years ended June 30, 2017 and June 30, 2016. For the year ended June 30, 2017, this consisted primarily of consulting expense of $2,187, audit, legal and accounting, and other costs associated with being a publicly reporting company of $63,800, and other expenses of $35,364, compared to the year ended June 30, 2016 where we incurred $2,500 in consulting expenses, audit and accounting, and other costs associated with being a publicly reporting company of $103,944, and other expenses of $40,028.

Sample/marketing expense

Sample and marketing related expenses were $190 and $23,322, respectively, for the fiscal years ended June 30, 2017 and June 30, 2016. 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.

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Interest Expense

Derivative expenses were $43,234 and $13,401, respectively, for the fiscal years ended June 30, 2017 and 2016. In 2017, these expenses consisted of OID expenses included in the three convertible notes agreement signed by the Company.

Other income/(expense)

Not applicable

Net Loss

We recognized a net loss of $263,691 for the fiscal year ended June 30, 2017 as compared to net loss of $245,047 for the fiscal year ended June 30, 2016. Net income and net loss for the fiscal years ended June 30, 2017 and June 30, 2016, respectively, included various costs associated with product development which are not capitalized. The company has been preparing for production, which required investment in packaging and raw materials. The company also incurred increased accounting, auditing and legal expenses through the period.

Liquidity and Financial Condition

As of June 30, 2017, and 2016, we had $15,701 and $23,790 in cash and cash equivalents, respectively. As of June 30, 2017, we had a working capital deficit of $208,979 and an accumulated deficit of $573,368. 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, 2017 was $69,944 compared to net cash used in operating activities of $145,476 for the fiscal year ended June 30, 2016.

Investing Activities

Net cash used in investing activities for the fiscal years ended June 30, 2017 and 2016 was $0.

Financing Activities

Net cash provided by financing activities for the fiscal year ended June 30, 2017 was $61,855. Cash provided by financing activities for the fiscal year ended June 30, 2016 was $169,266. The company came out of shell status during the period and started trading on OTCPINK under the symbol PSNX which allowed the company generate investments into the company.

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 $263,691 for the year ended June 30, 2017 and has produced no 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.

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, and related party payables, notes payable. 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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The company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument at inception and on subsequent valuation dates. The classification of derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. There were no derivative instruments as of June 30, 2016. As of June 30, 2017, the Company’s derivative financial instruments were three convertible debt notes and one of then includes convertible warrant that are derivative due to the “reset” and “dilutive issuance” clause in the note relating to the conversion price from dilute share issuance. See Note 7.

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, 2017, all of our potentially dilutive securities outstanding are anti-dilutive 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.

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. Financial Statements and Supplementary Data

PureSnax International, Inc.

June 30, 2017

12

Boyle CPA, LLC

Certified Public Accountant & Consultant

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and

Stockholders of PureSnax International, Inc.

I have audited the accompanying balance sheets of PureSnax International, Inc. (the “Company”) as of June 30, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2017. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PureSnax International, Inc. as of June 30, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2017 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the Company’s continuing operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans are also described in Note 2. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

/s/ Boyle CPA, LLC

Boyle CPA, LLC

October 12, 2017

Bayville, NJ

F-1

PureSnax International, Inc.

Balance Sheets

(Expressed in US Dollars)

“See accompanying notes to the financial statements.”

F-2

PureSnax International, Inc.

Statements of Operations

(Expressed in US Dollars)

“See accompanying notes to the financial statements.”

F-3

PureSnax International, Inc.

Statement of Changes in Stockholders’ Deficit

For the Years Ended June 30, 2017 and 2016

(Expressed in US Dollars)

“See accompanying notes to the financial statements.”

F-4

PureSnax International, Inc.

Statements of Cash Flows

(Expressed in US Dollars)

F-5

PureSnax International, Inc.

Notes to Financial Statements

(Expressed in US Dollars)

1.Nature of Business and Continuance of Operations 

PureSnax International, 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 has limited revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. The Company has changed its name with the State of Nevada from B-Maven, Inc to PureSnax International, Inc., on July 29^th, 2015. The Company has changed its business direction to focus on the manufacturing, distribution, sales and marketing of healthy snacks and foods products by developing their own brand and Intellectual property.

2.Going Concern 

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on June 24, 2011 through June 30, 2017, the Company has incurred accumulated losses totalling $573,368. 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. As of June 30, 2017, we had limited assets which consisted of cash and cash equivalents of $15,701. 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

3.Summary of Significant Accounting Policies 

a)Basis of Presentation 

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

b)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.

c)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. The company has no cash equivalents

F-6

d)Derivative Financial Instruments 

The company evaluates all its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument at inception and on subsequent valuation dates. The classification of derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of June 30, 2017 and 2016 the Company’s derivative financial instruments were three convertible debt notes and one of then includes convertible warrant that are derivative due to the “reset” and “dilutive issuance” clause in the note relating to the conversion price from dilute share issuance. See Note 7.

e)Fair Value Measurements 

ASC Topic 820, “Fair Value Measurements and Disclosures”, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments”, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in the active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. 

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurements. 

The Company’s derivative instruments were reported at fair value using Level 2 inputs as discussed in Note 7.

The Company uses level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in result of operations as adjustments to fair value of derivatives.

At June 30, 2017 and 2016, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:

F-7

f)Inventory 

Inventory for the fiscal years ended June 30, 2017 and 2016 were $0 and $9,197, respectively. As of June 30, 2017, the company didn’t have any inventory. As of June 30, 2016, the inventory consisted of finish goods inventory of $9,197. The Company uses FIFO method to account for its inventory. The Company’s policy for obsolete inventory is based on periodical reviews of the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions.

g)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.

Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company's Consolidated Balance Sheet. Diluted net loss per share is computed using the weighted average number of common shares outstanding and if dilutive; potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of convertible debt and warrants.

The following table presents the computation of basic and diluted net loss per share:

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.

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 April 2016, the FASB issued Accounting Standards Update (ASU) 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing (ASU 2016-10). ASU 2016-10 was issued by the Board to improve Topic 606 by reducing:

1)The potential for diversity in practice at initial application 

2)The cost and complexity of applying Topic 606 both at transition and on an ongoing basis. 

F-8

The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, an entity should apply the following steps:

1)Identify the contract(s) with a customer 

2)Identify the performance obligations in the contract 

3)Determine the transaction price. 

4)Allocate the transaction price to the performance obligations in the contract. 

5)Recognize revenue when (or as) the entity satisfies a performance obligation. 

The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guide, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in ASU 2016-10 are for annual reporting periods beginning after December 31, 2016, including interim periods within that reporting period. FASB ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company is currently assessing this guidance for future implementation.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 was issued as part of the Board’s Simplification Initiative. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, Accounting for Income Taxes, Classification of Excess Tax Benefits on the Statement of Cash Flows, Forfeitures, Minimum Statutory Tax Withholding Requirements, Classification of Employee Taxes Paid on the Statement of Cash Flows When an Employer Withholds Shares for Tax-Withholding Purposes, Practical Expedient- Expected Term, and Intrinsic Value. The amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently assessing this guidance for future implementation.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

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.

F-9

4.Related Party Transactions 

a)At June 30, 2017, Mr. Patrick Gosselin loaned the Company $21,041, and Gosselin Consulting Group, Inc. loaned the Company $4,880. Gosselin Consulting Group, Inc., is a private Canadian company that is owned by Mr. Patrick Gosselin. The amounts owed are unsecured, non-interest bearing with interest imputed at 2.47% per annum, and have no specified repayment terms. The loan to related parties is $25,921 as of June 30, 2017.  

5.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.

On September 21, 2015, Patrick Gosselin executed an agreement whereby an aggregate of 300,000,000 common stock shares 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 authorized 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, 85,662 common stock purchase warrants, with a term of three years, at an exercise price of $0.271 per share. This was in connection with the Promissory convertible note the Company issued to Typenex Co-Investment, LLC.

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 elected to convert warrant # 1 with a fair market value of $26,433 into 73,798 shares of the Company’s common stock, at an exercise price of $0.35789 per share.

On June 7, 2016, the Company issued to Typenex Co-Investment, LLC, 31,852 common stock purchase warrants, with a term of three years, at an exercise price of $0.69 per share.

On August 25, 2016, EMA Financial, LLC, elected to convert $7,000 of its convertible promissory note in the principal amount of $30,000 into 500,000 shares of the company common stock at a conversion price of $0.035. The principal remaining after conversion was $23,000.

On September 9, 2016, Typenex Co-Investment, LLC, elected to convert $20,000 of its convertible promissory note in the principal amount of $115,000 into 332,779 shares of the company’s common stock at a conversion price of $0.0601. The principal remaining after conversion was $100,962.

On September 16, 2016, EMA Financial, LLC, elected to convert $4,392 of its convertible promissory note in the principal amount of $30,000 into 200,000 shares of the company’s common stock at a conversion price of $0.008785. The principal remaining after conversion was $18,607.

On September 20, 2016, Typenex Co-Investment, LLC, elected to convert $15,019.14 of its convertible promissory note in the principal amount of $115,000 into 999,943 shares of the company’s common stock at a conversion price of $0.01502. The principal remaining after conversion was $86,846.84.

F-10

On September 21, 2016, Pinz Capital International, LP, elected to convert $10,000 of its convertible promissory note in the principal amount of $30,556 into 664,010 shares of the company’s common stock at a conversion price of $0.01506. The principal remaining after conversion was $20,556.

On September 29, 2016, Pinz Capital International, LP, elected to convert $7,500 of its convertible promissory note in the principal amount of $30,556 into 1,785,714 shares of the company’s common stock at a conversion price of $0.0042. The principal remaining after conversion was $13,056.

On September 30, 2016, EMA Financial, LLC, elected to convert $1,617 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $33 into 1,650,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $16,990.

On October 13, 2016, Typenex Co-Investment, LLC, elected to submit a True Up notice from a previous conversion of $20,000 (September 9, 2016) of its convertible promissory note in the principal amount of $115,000. The True Up notice called for an additional conversion of 7,242,979 shares of the company’s common stock at a conversion price of $0.002640. The principal remaining after conversion was $100,962.

On October 14, 2016, Pinz Capital International, LP, elected to convert $5,000 of its convertible promissory note in the principal amount of $30,556 into 2,976,190 shares of the company’s common stock at a conversion price of $0.001680. The principal remaining after conversion was $8,056.

On October 17, 2016, EMA Financial, LLC, elected to convert $5,370.40 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $109.60 into 5,480,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $11,620.10.

On October 25, 2016, EMA Financial, LLC, elected to convert $4,402.30 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $1,886.70 into 6,289,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $7,217.80.

On October 25, 2016, Pinz Capital International, LP, elected to convert $9,656 of its convertible promissory note in the principal amount of $30,556 into 8,046,488 shares of the company’s common stock at a conversion price of $0.0012. The principal remaining after conversion was $0.

On November 2, 2016, Typenex Co-Investment, LLC, elected to submit a True Up notice from a previous conversion of $15,019.14 (September 20, 2016) of its convertible promissory note in the principal amount of $115,000. The True Up notice called for an additional conversion of 7,834,845 shares of the company’s common stock at a conversion price of $0.00170. The principal remaining after conversion was $86,846.84.

On December 9, 2016, Typenex Co-Investment, LLC, elected to convert $18,000 of its convertible promissory note in the principal amount of $115,000 into 16,981,132 shares of the company’s common stock at a conversion price of $0.00106. The principal remaining after conversion was $70,894.42.

On November 14, 2016, EMA Financial, LLC, elected to convert $5,201.70 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $2,229.30 into 7,431,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $2,016.10.

On December 6, 2016, $5,000 of a convertible promissory note in the principal amount of $10,000 was converted into 20,000,000 shares of the company at a conversion rate of $0.00025. The note was issued to Stacey Y. Jenkins, Esq. in consideration for outstanding fees for services rendered to the company prior to March 21, 2016.

On December 14, 2016 the Company filed an amendment to its certificate of designation whereby its Series A Convertible Preferred Stock was increased to 4,250,000 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 December 14, 2016 the Company filed an amendment to its certificate of designation whereby its Authorized Common Stock was increased to 1,000,000,000 shares with a par value of $0.001 per share.

On December 21, 2016, EMA Financial, LLC, elected to convert $5,103.00 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $4,617.00 into 9,720,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $4,948.15.

F-11

On January 17, 2017, EMA Financial, LLC, elected to convert $4,650.10 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $5,569.90 into 10,220,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $2,478.38.

On January 20, 2017, Typenex elected to convert $10,601.53 of its convertible promissory note in the principal amount of $115,000 into 12,620,869 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $60,985.4.

On February 1, 2017, Typenex elected to fund Tranche #3 of $25,000 of the convertible promissory note in the principal amount of $115,000.

On February 2, 2017, $5,000 of a convertible promissory note in the principal amount of $10,000 was converted into 20,000,000 shares of the company at a conversion rate of $0.00025. The note was issued to Stacey Y. Jenkins, Esq. in consideration for outstanding fees for services rendered to the company prior to March 21, 2016.

On February 2, 2017 Typenex Co-Investment, LLC, elected to submit a True Up notice from a previous conversion of $18,000 on (December 9, 2016) of its convertible promissory note in the principal amount of $115,000. The True Up notice called for an additional conversion of 4,447,439 shares of the company’s common stock at a conversion price of $0.00084.

On February 2, 2017, EMA Financial, LLC, elected to convert $3,498.10 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $3,640.88 into 7,138,979 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $0.

On February 16, 2017, $6,250 of a convertible promissory note in the principal amount of $8,020 was converted into 25,000,000 shares of the company at a conversion rate of $0.00025. The note was issued to Stacey Y. Jenkins, Esq. in consideration for outstanding fees for services rendered to the company prior to July 31, 2016.

On January 20, 2017, Typenex elected to convert $19,642.89 of its convertible promissory note in the principal amount of $115,000 into 23,311,777 shares of the company’s common stock at a conversion price of $0.001.

On January 20, 2017, Typenex elected to convert $5,255 of its convertible promissory note in the principal amount of $115,000 into 21,000,000 shares of the company’s common stock at a conversion price of $0.001.

On March 22, 2017, $1,770 of a convertible promissory note in the principal amount of $5,000 was converted into 7,080,000 shares of the company at a conversion rate of $0.00025. The note was issued to Stacey Y. Jenkins, Esq. in consideration for outstanding fees for services rendered to the company prior to March 21, 2016.

On April 12, 2017, Typenex elected to convert $6,256 of its convertible promissory note in the principal amount of $115,000 into 25,000,000 shares of the company’s common stock at a conversion price of $0.001.

On May 2, 2017, Typenex elected to convert $5,380 of its convertible promissory note in the principal amount of $115,000 into 21,500,000 shares of the company’s common stock at a conversion price of $0.001.

On May 25, 2017, Typenex elected to convert $8,208 of its convertible promissory note in the principal amount of $115,000 into 32,800,000 shares of the company’s common stock at a conversion price of $0.001.

On June 13, 2017, Typenex elected to convert $8,220 of its convertible promissory note in the principal amount of $115,000 into 32,850,000 shares of the company’s common stock at a conversion price of $0.001.

F-12

Warrants

The Company issued several Notes in prior periods and converted them in the issuance of warrants. The following table summarizes information about the Company’s warrants at June 30, 2017:

All of the above warrants were issued in connection to conversion of convertible notes from Typenex Co-Investment, LLC. When the debt is converted and warrants are issued, the Company determines the fair value of the warrants using the Black-Scholes model and takes a charge to interest expense at the date of issuance.

The exercise price for warrants outstanding and exercisable at June 30, 2017 is as follows:

6.Convertible Notes Payable 

The Company issued convertible notes payable in 2017 and 2016. The outstanding balance and any accrued interest is due on maturity date. Under the agreement, the notes can be convertible at holder’s discretion into common shares of the Company stock.

The Company’s convertible notes payable are as follows:

As of June 30, 2017, convertible notes payables had a balance of $35,574 and convertible notes 1, 2, 3, and 4 were converted into common shares of the Company’s stock

The company adopted the provision of FASB ASC Topic, “Derivatives and Hedging” (“ASC 815”) (previously EITF 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock”), as the convertible note agreement contained certain provision that the convertible note failed to pass the “fixed for fixed” criteria of the ASC 815, the conversion feature of the convertible debt should have to be bifurcated and recorded separately until the conversion date.

F-13

Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and full ratchet provision which the Company valued the embedded derivative using the Black-Scholes method. The following table represent fair value of embedded derivative movement from the date of issuance to June 30, 2017.

EMA Convertible Note Transaction

a)On February 5, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $30,000. The note (i) is unsecured, (ii) bears interest at rate of ten (10) percent per annum, and (iii) was issued with an original issue discount of $3,500. 

The principal is convertible into shares of the Company’s common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to fifty percent (50%) of the lowest (20)-day volume weighted average closing bid price for the Company’s common stock, as reported in the Stock Market, for the twenty (20- trading days immediately preceding the date of the notice of conversion, subject to downward adjustment in the event that the Company issues any securities at a price per share lower than the then-current conversion price, provided, however, that in no event shall the conversion price per share be less than $.00001. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature.

Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7.

The Company determined an initial derivative liability of $45,072, which is recorded as a derivative liability as of the date of issuance while also recording an $30,000 debt discount on its balance sheet and $15,072 derivative expense on its profit and loss in relation to the bifurcation of the embedded conversion options of the note. The debt discount is being amortized over the one-year term.

On February 7, 2017, EMA completed the final conversion and hereby surrendered the Note to the Company.

Typenex Convertible Note Transaction

b)On February 24, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $32,500. The note (i) is unsecured, (ii) bears interest at rate of ten (10) percent per annum, and (iii) was issued with an original issue discount of $7,500. In connection to the issuance of the Promissory Note, the Company also issued 85,662 common stock purchase warrants, with a term of three years, at an exercise price of $0.271 per share.
 

The principal is convertible into shares of the Company’s common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to fifty cents ($0.50) and the holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock. However, in the event that Market Capitalization Falls below $15,000,000 at any time, then in such event (a) the Lender Conversion Price for all lender conversion occurring after the first date of such occurrence shall equal the lower of the lender conversion price and the market price as of any applicable date of Conversion, and (b) the true-up provision shall apply to all lender conversions that occur after the first date the market capitalization falls below $15,000,000. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature.

Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7.

The Company determined an initial derivative liability of $16,773, which is recorded as a derivative liability as of the date of issuance while also recording an $16,773 debt discount on its balance sheet in relation to the bifurcation of the embedded conversion options of the note. The debt discount is being amortized over the one year term.

F-14

On June 7, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $27,500. The note (i) is unsecured, (ii) bears interest at rate of eight (8) percent per annum, and (iii) was issued with an original issue discount of $2,500. 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 shares. In connection with the issuance of the Promissory Note, the Company also issued 31,852 common stock purchase warrants, with a term of three years, at an exercise price of $0.69 per share.

The Company determined an initial derivative liability of $17,166, which is recorded as a derivative liability as of the date of issuance while also recording an $17,166 debt discount on its balance sheet in relation to the bifurcation of the embedded conversion options of the note. The debt discount is being amortized over the one-year term.

Pinz Convertible Note Transaction

On March 1, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $30,556. The note (i) is unsecured, (ii) bears interest at rate of ten (10) percent per annum, and (iii) was issued with an original issue discount of $3,056.

The principal is convertible into shares of the Company’s common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to sixty percent (60%) of the lowest (20)-day volume weighted average closing bid price for the Company’s common stock, as reported in the Stock Market, for the twenty (20)-trading days immediately preceding the date of the notice of conversion, subject to downward adjustment in the event that the Company issues any securities at a price per share lower than the then-current conversion price, provided. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature.

Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7.

The Company determined an initial derivative liability of $28,885, which is recorded as a derivative liability as of the date of issuance while also recording an $30,556 debt discount on its balance sheet, and $(1,671) derivative expense on its profit and loss in relation to the bifurcation of the embedded conversion options of the note. The debt discount is being amortized over the one year term.

On October 25, 2016, Pinz completed the final conversion and hereby surrendered the Note to the Company.

Adar Bay Note Transaction

On February 8, 2017, the Company issued a one-year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $30,000. The note (i) is unsecured, and (ii) bears interest at rate of eight (8) percent per annum.

The principal is convertible into shares of the Company’s common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to sixty percent (50%) of the lowest (20)-day volume weighted average closing bid price for the Company’s common stock, as reported in the Stock Market, for the twenty (20)-trading days immediately preceding the date of the notice of conversion, subject to downward adjustment in the event that the Company issues any securities at a price per share lower than the then-current conversion price, provided. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature.

Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7.

The Company determined an initial derivative liability of $53,592, which is recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the one-year term.

7.Derivative Liabilities 

The Convertible note discussed in Note 6 had a reset provision and a dilutive issuance clause that gave rise to a derivative liability. The reset provided for the conversion price to be adjusted downward in the event that the Company issued any securities at a price per shares than the then-current conversion price; provided, however, the holder(s) 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% and 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 and at $0.5 per shares.

The fair value of the derivative liability was recorded and shown separately under current liabilities. Changes in the fair value derivative liability were recorded in the consolidated statement of operations under other income (expenses).

F-15

The company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument at inception and on subsequent valuation dates. The classification of derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The range of significant assumptions which the Company used to measure the fair value of the derivative liability at June 30, 2017 was as follows:

The convertible notes were not repaid during the year ended June 30, 2017

The following table represents the Company’s derivative liability activity for the embedded conversion features for the years ended June 30, 2017 and 2016:

8.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 carry forwards. 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.

Deferred income taxes arise from the temporary between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should significant change in ownership occur.

At June 30, 2017 and 2016 the Company had net operating loss carry forwards of approximately $263,691 and $245,047 respectively, that may be offset against future taxable income, if any, rateable through 2035. These carry-forwards are subject to review by the Internal Revenue Service.

The deferred tax assets of at each date of $92,292, and $85,766 created by the net operating losses has been offset by a 100% valuation allowance because the likelihood of realization of the tax benefit cannot be determined. The change in the valuation allowance in the 2016 and 2015 was $6,526 and $74,261, respectively.

F-16

The effects of the temporary differences that gives rise to significant portions of the deferred tax assets at June 30, 2017 and 2016 are as follows:

There is no current or deferred tax expense for the years ended June 30, 2017 and 2016. The Company has not filed tax returns however management believes there are no taxes dues as of June 30, 2017 and 2016.

There was no Federal income tax expense for the years ended June 30, 2017 and 2016 due to the Company’s net losses. There are no state taxes in the State of Nevada.

The company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in general and administrative expenses.

The tax years that remain subject to examination by major taxing jurisdictions are those for the tax years of 2017, 2016 and 2015.

The Company has net operating loss carry forwards of $573,368, which expire commencing in 2035.

9.Subsequent Events 

On July 7, 2017, Typenex Co-Investment, LLC elected to convert a portion of warrant # 2 with a fair market value of $5,966.34 into 23,841,344 shares of the Company’s common stock, at an exercise price of $0.000250 per share.

On August 1, 2017, Typenex elected to convert $11,500.00 of its convertible promissory note in the principal amount of $115,000 into 31,944,444 shares of the company’s common stock at a conversion price of $0.00036.

On August 14, 2017, Typenex elected to convert $11,750.00 of its convertible promissory note in the principal amount of $115,000 into 32,638,889 shares of the company’s common stock at a conversion price of $0.00036.

On August 25, 2017, Typenex Co-Investment, LLC elected to convert a portion of warrant # 2 with a fair market value of $8,561.35 into 32,885,950 shares of the Company’s common stock, at an exercise price of $0.000260 per share.

On September 19, 2017, Typenex Co-Investment, LLC elected to convert a portion of warrant # 3 with a fair market value of $7,900.46 into 32,885,263 shares of the Company’s common stock, at an exercise price of $0.000240 per share.

On September 27, 2017, Adar Bays elected to convert $5,000.00 of its convertible promissory note in the principal amount of $30,000 into 25,000,000 shares of the company’s common stock at a conversion price of $0.0002.

On September 28, 2017, Typenex Co-Investment, LLC elected to convert a portion of warrant # 3 with a fair market value of $7,889.62 into 32,885,900 shares of the Company’s common stock, at an exercise price of $0.000240 per share.

F-17

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

Item 9a. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance to our management, the Board of Directors and investors regarding reliable preparation and presentation of published financial statements. Nonetheless, all internal control systems, no matter how well designed, have inherent limitations. Even systems determined to be effective as of a particular date can only provide reasonable assurance with respect to reliable financial statement preparation and presentation.

A material weakness in internal control over financial reporting is a control deficiency, or a combination of control deficiencies, that result in there being more than a remote likelihood of material misstatement in the annual or interim financial statements would not be prevented or detected.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (COSO) of 2013. Based on our assessment, we believe that, as of June 30, 2017, our internal control over financial reporting was ineffective based on those criteria, in consideration of the material weaknesses described below.

Control environment. We did not maintain an effective control environment. Specifically, (i) we did not have an audit committee, and (ii) we failed to maintain a sufficient complement of skilled personnel in the areas of accounting and financial reporting.

Segregation of duties. We did not maintain proper segregation of duties. Specifically, due to the limited personnel in the company, proper segregation of duties affecting expenditures, accounts payable, and cash disbursements was not maintained. Management identified multiple instances where a single employee was responsible for custody, initiating, recording, and/or approving transactions, as well as custody of assets.

Financial close and reporting. We did not maintain enough skilled accounting resources supporting the financial close and reporting processes to ensure (i) changes and entry to spreadsheets utilized in the financial reporting process were properly reviewed, (ii) significant estimates and judgments were adequately supported, reviewed, approved and evaluated against actual experiences, (iii) effective and timely analysis and reconciliation of significant accounts, and (iv) a proper review of period close entries and procedures.

Changes in Internal Controls

There was a change in the Company’s internal controls over financial reporting that occurred during the quarter ended June 30, 2017 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. The Company appointed a CFO, Mr. Mark Engler, on November 6, 2015.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

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 15 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 PureSnax, 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 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.

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.

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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.

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.

Significant Employees

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

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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 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.

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.

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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)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, 2017 and 2016; 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, 2017 and 2016; 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: 

(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.  

(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 14, 2013 

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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.

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

Review, Approval or Ratification of Transactions with Related Persons

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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, 2017, 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).

The following table presents the fees for professional audit services rendered by Boyle CPA, LLC, for the audit of the Company’s annual financial statements for the fiscal years ended June 30, 2017 and 2016

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

* 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.

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.

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