AVLP Avalanche International Corporation (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended August 31, 2014
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________
	Commission File Number:  333-179028

 

Avalanche International, Corp.

(Exact name of registrant as specified in its charter)

 

Nevada	38-3841757
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

5940 S. Rainbow Blvd, Las Vegas, NV 89118

(Address of principal executive offices)

 

(888) 863-9490

(Registrant’s telephone number)

_____________________________________________________________

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer [ ] Non-accelerated filer

[ ] Accelerated filer [X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,108,400 common shares as of October 14, 2014.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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]

 

 

	TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1:	Consolidated Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4:	Controls and Procedures	8
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	10
Item 1A:	Risk Factors	10
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3:	Defaults Upon Senior Securities	10
Item 4:	Mine Safety Disclosures	10
Item 5:	Other Information	11
Item 6:	Exhibits	11

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1	Consolidated Balance Sheets as of August 31, 2014 (unaudited) and November 30, 2013
F-2	Consolidated Statements of Operations for the Three and Nine Months ended August 31, 2014 and 2013 (unaudited)
F-3	Consolidated Statements of Cash Flows for the Nine Months ended August 31, 2014 and 2013 (unaudited)
F-4	Notes to Consolidated Financial Statements (unaudited)

 

 

Avalanche International, Corp. and subsidiary

Consolidated Balance Sheets

 

		August 31,				November 30,
		2014				2013
		(unaudited)				(audited)
ASSETS
Current Assets:
Cash		$	12,168			$	—
Accounts receivable			154				—
Inventory			13,180				—
Total current assets			25,502				—
Product license			15,750				—
Total assets		$	41,252			$	—
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued expenses		$	104,133			$	3,520
Loans from Related Party			—				14,107
Other liabilities			2,641				—
Due to an officer			2,130				—
Accrued officer compensation			1,860				—
Total current liabilities			110,764				17,627
Total liabilities			110,764				17,627
Stockholders' Equity (Deficit)
Preferred stock, $0.001 par value,10,000,000 shares authorized, 12,000 and 0 shares issued and outstanding, respectively			12				—
Common stock, $0.001 par value; 75,000,000 shares authorized; 5,092,400 and 5,070,000 shares issued and outstanding, respectively			5,092				5,070
Additional paid-in capital			128,499				18,330
Accumulated deficit			(203,115	)			(41,027	)
Total stockholders’ equity (deficit)			(69,512	)			(17,627	)
Total liabilities and stockholders’ equity		$	41,252			$	—

 

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

 

 

Avalanche International, Corp. and subsidiary

Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended August 31,								Nine Months Ended August 31,
		2014				2013				2014				2013
Revenue		$	6,431			$	—			$	10,172			$	—
Cost of revenue			1,098				—				3,279				—
Gross margin			5,333				—				6,893				—
Operating Expenses:
Advertising and marketing			61,193				—				61,193				—
Professional fees			16,424				2,293				28,617				11,415
Officer compensation			18,360				—				18,360				—
General and administrative			36,122				426				60,811				5,135
Total operating expense			132,099				2,719				168,981				16,550
Net loss from operations			(126,766	)			(2,719	)			(162,088	)			(16,550	)
Loss before income tax			(126,766	)			(2,719	)			(162,088	)			(16,550	)
Provision for income taxes			—				—				—				—
Net loss		$	(126,766	)		$	(2,719	)		$	(162,088	)			(16,550	)
Loss per common share Basic and diluted		$	(0.02	)		$	(0.00	)		$	(0.03	)		$	(0.00	)
Weighted average common shares Basic and diluted			5,075,478				2,535,000				5,071,839				2,535,000

 

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

 

 

Avalanche International, Corp. and subsidiary
Consolidated Statements of Cash Flows (Unaudited)

 

		For the Nine Months Ended August 31,
		2014				2013
Cash flows from operating activities:
Net loss		$	(162,088	)		$	(16,550	)
Changes in operating assets and liabilities:
(Increase) in accounts receivable			(154	)			—
Decrease in prepaid expenses			—				3,333
(Increase) in inventory			(13,180	)			—
(Increase) in product license			(15,750	)			—
Increase in accounts payable and accrued expense			108,709				3,609
Increase in other liabilities			4,771				—
Increase in accrued compensation			1,860				—
Net cash used in operating activities			(75,832	)			(9,608	)
Cash flows from investing activities:			—				—
Cash flows from financing activities:
Proceeds from related party note			—				9,608
Proceeds from issuance of preferred stock			60,000				—
Proceeds from issuance of common stock			28,000				—
Net cash provided by financing activities			88,000				9,608
Increase in cash			12,168				—
Cash, beginning of period			—				—
Cash, end of period		$	12,168			$	—
Supplemental Disclosures:
Cash paid for interest		$	—			$	—
Cash paid for income tax		$	—			$	—

 

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

 

 

Avalanche International, Corp. and subsidiary

Notes to the Consolidated Financial Statements

August 31, 2014

(Unaudited)

 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and business operations

Avalanche International, Corp. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on April 14, 2011. The company had plans to distribute crystallized glass tile in the North American markets to wholesale customers. On May 14, 2014, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our sole officer and director, John Pulos. Pursuant to the Agreement, the Company transferred all assets to Mr. Pulos. In exchange for this assignment of assets, Mr. Pulos agreed to assume and cancel all liabilities due to him. In conjunction with the change in management it was decided to abandon this line of business and become a holding company with operations at the subsidiary levels only. The Company formed its first wholly owned subsidiary, Smith and Ramsay Brands, LLC (SRB), on May 19, 2014. The Company acquired certain intellectual property, knowhow, product, name license and other capabilities from Smith and Ramsay, LLC, a Nevada company. Smith and Ramsay is a manufacturer and distributor of eLiquids for the burgeoning eVapor or "Vape" marketplace.   "Vape" is the common term used to refer to the use of vaporizers by consumers which has grown out of the increasing popular use of electronic cigarettes and other devices as an alternative to traditional tobacco products including cigarettes.  The eVapor marketplace has been rapidly expanding over the past 5 years.

 

SRB manufactures its signature brand of eLiquid, Smith and Ramsay, a line that features all natural flavors that are produced in the United States.  The Company’s goal is to maintain a high standard of quality and to insure the production and warehouse environments, processes and procedures continue to meet or exceed guidelines of the FDA, and are in line with ISO and cGMP standards.

 

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments necessary in order for the financial statements to not be misleading have been reflected herein. Operating results for the interim period ended August 31, 2014 are not necessarily indicative of the results that can be expected for the full year. The Company has adopted a November 30 year end.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Actual results could differ from those estimates. In management’s opinion, all adjustments necessary for a fair statement of the results for the interim periods have been made, and all adjustments are of a normal recurring nature.

 

Principles of Consolidation

The consolidated financial statements include the accounts of Avalanche International, Corp. and its wholly-owned subsidiary Smith and Ramsay Brands, LLC. All significant intercompany accounts and transactions have been eliminated.

 

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. There were no cash equivalents as of August 31, 2014 and November 30, 2013.

 

Inventories

Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out method; market value is based upon estimated replacement costs. As of August 31, 2014 inventory consists of 6,468 of the Company’s 15ml vape liquid bottles and $2,184 of accessories.

 

Fair Value of Financial instruments

For certain of the Company’s non-derivative financial instruments, including cash and cash equivalents, receivables, prepaids, inventory, accounts payable, accrued liabilities, and notes payable, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt.

 

FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. FASB 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 carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

 

·

Level 1. Observable inputs such as quoted prices in active markets;

·

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly;

·

Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

As of August 31, 2014, the company had no assets or liabilities that would be considered level 1, 2 or 3.

  

Revenue Recognition

Sales of products and related costs of products sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing, and shipment of products.

 

Income Taxes

Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at August 31, 2014.

 

The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

 

Basic and diluted net loss per share

The Company computes net loss per share of common stock in accordance with FASB ASC 260, Earnings per Share (“FASB ASC 260”). Under the provisions of FASB ASC 260, basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options and warrants and the conversion of convertible promissory notes. There were no such common stock equivalents outstanding as of August 31, 2014 and 2013.

 

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company 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.

 

NOTE 2 – GOING CONCERN

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has an accumulated deficit of $203,115 as of August 31, 2014 and a net loss of $162,088 for the nine months ended August 31, 2014, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans and/or private placement of common stock.

 

NOTE 3 – PRODUCT LICENSE

 

The Company licenses certain intellectual property, knowhow, product and capability from Smith and Ramsay, LLC, a Nevada company. Currently the Company is paying a minimum per bottle licensing fee of $4,500 per month for the perpetual licensing rights, recipes, industry advice, brand and company names, etc.,  for the first year pending the final approval of the per bottle fee agreement.

 

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

As of November 30, 2013, the Company owed the former Director $14,107. The loan was non-interest bearing, due upon demand and unsecured. Per the terms of the May 14, 2014 Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations this loaned was credited to additional paid in capital.

 

As of August 31, 2014, the Company owed its new CEO $2,130 for expense reimbursement. The amount due for expense reimbursement is non-interest bearing, due upon demand and unsecured.

 

NOTE 5 – OTHER LIABILITIES

 

As of August 31, 2014, the Company owed $1,500 to a third party for a short term advance to the Company and $1,141 for expense reimbursement. All are non-interest bearing, due upon demand and unsecured.

  

NOTE 6 - COMMON STOCK

 

The Company is authorized to issue 75,000,000 common shares with a par value of $0.001 per share.

 

On August 22, 2014, the Company approved a two for one stock split. All shares have been retroactively adjusted to reflect the split.

 

During the quarter ended August 31, 2014, the Company issued 22,400 shares of common stock at a price of $1.25 per share for total cash proceeds of $28,000.

 

NOTE 7 - PREFERRED STOCK

 

The Company is authorized to issue 10,000,000 preferred shares with a par value of $0.001 per share.

 

On July 31, 2014, the Board of Directors designated a series of preferred stock titled Class A Convertible Preferred Stock consisting of 50,000 shares. Each share of Class A Convertible Preferred Stock (“preferred stock”) has a stated value of $5.00 per share. The holders of preferred stock have no voting rights. The holders are entitled to receive cumulative dividends at a rate of 10% of the stated value per annum, payable twice a year, subject to the availability of funds and approval by the Board of Directors. In the discretion of the Board of Directors dividends may be paid with common stock. In the event of liquidation or dissolution of the Company each holder of preferred stock shall be entitled to be paid in cash $5 per share,

 

At any time after August 31, 2015, a holder of preferred stock may, at their option, convert all or a portion of their outstanding shares into common stock on a one for one basis. On February 1, 2016, all issued and outstanding preferred stock shall be automatically converted into shares of common stock.

 

During the quarter ended August 31, 2014, the Company issued 12,000 shares of preferred stock at a price of $5.00 per share for total cash proceeds of $60,000.

 

 

NOTE 8 – CONSOLIDATION

 

The consolidated financial statements include the accounts of Avalanche International, Corp. and its wholly-owned subsidiary Smith and Ramsay Brands, LLC. A separate presentation of each Company as of August 31, 2014 and for the nine months ended August 31, 2014 is as follows.

 

		Avalanche International, Corp				Smith and Ramsay Brands, LLC				Elimination				Consolidated
Current Assets:
Cash		$	11,626			$	542			$	—			$	12,168
Accounts receivable			—				154				—				154
Inventory			—				13,180				—				13,180
Intercompany			61,308				—				61,308				—
Total current assets			72,934				13,876				61,308				25,502
Product license			.-				15,750				—				15,750
Total assets		$	72,934			$	29,626			$	61,308			$	41,252
Current Liabilities
Accounts payable and accrued expenses		$	42,628			$	61,505			$	—			$	104,133
Other liabilities			—				2,641				—				2,641
Due to an officer			—				2,130				—				2,130
Accrued officer compensation			1,860				—				—				1,860
Intercompany			—				61,308				61,308				—
Total current liabilities			44,488				127,584				61,308				110,764
Total liabilities			44,488				127,584				61,308				110,764
Stockholders' Equity (Deficit)
Preferred stock			12				—				—				12
Common stock			5,092				—				—				5,092
Additional paid-in capital			128,499				—				—				128,499
Accumulated deficit			(105,157	)			(97,958	)			—				(203,115	)
Total stockholders’ equity (deficit)			28,446				(97,958	)			—				(69,512	)
Total liabilities and stockholders’ equity		$	72,934			$	29,626			$	61,308			$	41,252

 

 

 

		Avalanche International, Corp				Smith and Ramsay Brands, LLC				Consolidated
Revenue		$	—			$	10,172			$	10,172
Cost of revenue			—				3,279				3,279
Gross margin			—				6,893				6,893
Operating Expenses:
Advertising and marketing			—				61,193				61,193
Professional fees			28,617				—				28,617
Officer compensation			6,360				12,000				18,360
General and administrative			29,154				31,657				60,811
Total operating expense			64,131				104,850				168,981
Net (loss) from operations		$	(64,131	)		$	(97,957	)		$	(162,088	)

NOTE 9 - SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to August 31, 2014 through the October 15, 2014 and has determined that it does not have any material subsequent events to disclose in these financial statements except for the following.

 

Subsequent to August 31, 2014 the Company sold 2,000 shares of preferred stock for total cash proceeds of $10,000.

 

Subsequent to August 31, 2014 the Company sold 16,000 shares of common stock for total cash proceeds of $20,000.

 

Subsequent to August 31, 2014 the Company’s Board of Directors approved the launch of a new subsidiary, Puff Systems, which will be dedicated to the manufacturing and distribution of eVapor hardware and accessories.

 

On September 12, 2014, the Company executed a promissory note with Lord Abstract, LLC for $10,000. The Note has a onetime loan fee of $1,000 and is due October 12, 2014. There will be a onetime thirty day grace period due to the nature of the Company’s capital raise.

 

On September 24, 2014, the board of directors appointed Milton C. Ault II, Joshua Smith, and Jeanette Maines to serve as members of our board of directors. In addition, Mr. Ault was appointed to serve as Chairman of the board of directors.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

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

 

Company Overview and Description of Business

 

Avalanche International Corporation, a Nevada corporation, is a holding company which recently formed its first subsidiary, Smith and Ramsay Brands, LLC. We also recently acquired certain intellectual property, knowhow, product and capability from Smith and Ramsay, LLC, a Nevada company. Smith and Ramsay Brands, LLC (SRB) is a manufacturer and distributor of premium vape liquid and accessories. SRB currently has a single brand of premium vape liquid, its signature brand Smith and Ramsay, which is in its pre-launch phase, having been manufactured, packaged and beginning to generate revenue in test markets. Smith and Ramsay Brands operates as a manufacturer and distributor of flavored liquids for electronic vaporizers and eCigarettes. “Vape” is the common term used to refer to the use of vaporizers by consumers which has grown out of the increasing popular use of electronic cigarettes as an alternative to traditional cigarette and other tobacco uses.  The use of electronic cigarettes and vaporizers has been accelerated by state and local legislation outlawing the smoking of tobacco products in public places.  The Vape marketplace over the past five years has grown to $1.5 billion, according to Vaping News, and has begun to offer various flavors, nicotine levels and other attributes to produce a unique and customized experience. We believe that, as this market matures, there will be a natural rising demand for better quality products and varying flavors appetizing to a diverse consumer base. Through Smith and Ramsay Brands, we plan to provide a wide variety of high quality vapor liquids in a commercial manner to assure product integrity and consistency.

 

SRB plans on rapidly moving into the market place upon launch of its Smith and Ramsay signature brand, expanding aggressively with additional flavors in the signature brand, and expanding through additional new brands and the acquisition and distribution of signature and non-signature accessories. The signature line of premium vape liquid will focus on the Vape store and traditional smoke shop markets, while another brand product line and offerings will focus on the convenience store and gas station marketplace, and other lines will target ethnic-specific markets, etc. Additional products within these brand lines as well as external to these lines will focus on combination hardware/liquid market that includes disposable devices with preloaded liquid, and/or preloaded cartridges for use in specific types of devices.

 

The Company’s management consists of Phil Mansour, Chief Executive Officer and Director and Rachel Boulds, Chief Financial Officer.

 

The Company's principal offices are located at 5940 S. Rainbow Blvd., Las Vegas, Nevada 89118. The Company’s web domain is www.AvalancheInternationalCorp.com. The signature brand of SRB has a web site: www.SmithAndRamsay.com.

 

The Marketplace and Competition

 

A March 24, 2014 Wells Fargo Equity Research report bifurcates the market into eCigarettes and secondary and tertiary markets, referred to as Vapors/Tanks or E-Vapor. The report suggests that the overall market in the US is currently at $2bn dollars with a 65%/35% split between eCigarettes to E-Vapor.

 

A Vapenewsmagazine.com report suggests that the growth of the eVapor segment is increasing faster that the overall sales of the eCigarette market. It appears that the drivers behind this growth are: 1) natural progression from eCigarettes; 2) affordability, with eVapor costing 20% less than rechargeable eCigarettes, and 40% less than disposable eCigarettes; and 3) the ability to personalize devices, and receive better nicotine delivery and overall product performance.

 

The report states, “Our view that vapor/tank growth is accelerating and taking share from eCigarettes, making vapor/tank an increasing threat was substantiated by our survey as respondents expect vapors/tanks to grow at 2x the rate of the eVapor category in 2014 with attractive margins that rival combustible cigs. Therefore, if the robust growth of the vapor/tank category continues and is not hindered by FDA regulation, we expect big tobacco has no choice but to enter this category either organically or via acquisition.”

 

This was further validated by Pamela Gorman, Director of Government Relations at NJOY (a prominent player in the eCigarettespace) when she recently announced at the Vape World Expo in June 2014, that NJOY would be making a strategic shift and enter the eVapor space.

 

Our observations on the eVapor market are that it is a fragmented space which can be segmented in the follow categories: Home Brew, Cottage, Regionals, Tier 2, and Tier 1.

 

 

Home Brew

 

This segment consists of tiny entrepreneurs, usually with one or two stores, making their own vape liquids and selling them primarily in their shop and online. Typically, these entrepreneurs only carry their own liquids and maybe one or two Tier 2 brands.

 

Cottage

 

This segment includes small businesses, usually with one to four stores that make their own vape liquids and distribute their liquids in their stores and in their local city or community. Their brand of liquid is limited to a dozen or so flavors and have roughly no more than 2,000 bottles sold per month.

 

Regionals

 

These companies typically have expanded beyond their city boundaries up to four states and have 5 to 150 stores carrying their brand. This category ranges in product quality and offerings. Most of these companies range from six months old to less than 30 months old while producing less than 10,000 units a month. There appears to be hundreds of these players in this category and it is growing every day. The major challenge for these businesses is to have the necessary resources, knowledge and experience or expertise available to expand their current customer reach. This category includes FuzionVapor.com, Hurricane Vapor, Nikki’s Vapor Bar, and Cosmic Fog to name a few.

 

Tier 2

 

The Tier 2 manufacturers have reached significant regional acceptance and/or national recognition within three of the four continental time zones in the United States. Typically these groups are in more than 100 stores and have annual gross sales estimated at between three to five million dollars. Companies included in this category are Five Pawns, eLiquid Solutions, Space Jam Juice, ECBlend, and Vapor Corporation, which has been publicly traded on the OTC and recently upgraded to the NASDAQ (VPCO). Vapor Corporation is primarily a manufacturer of smokeless equipment and also produces its own line of liquids.

 

Tier 1

 

Top players in this market have sales reaching $20+ million and are often but not always recognized nationally which includes NicQuid, and Johnsons Creek, two leaders in the eVapor space.

 

The Wells Fargo Report suggests that the large discrepancy between Nielsen data which captures only $750MM in annual eVapor sales and the $2.2bn its survey suggests, is due to the fact that 60% of eVapor sales go untracked through channels of online and Vape Shop sales which are below the Tier 2 level.

 

Given the current wide open nature of the market landscape with no clearly dominant market leaders, we feel the barriers to entry and success for our organization to move in with quality products, marketing, distribution and strategic acquisition strategies, are minimal compared to where they will be as the market matures over the next 18 months.

 

Plan of Operations

 

Our objective is to provide a manufacturing platform that is progressively scalable and supplies the needed amount of product in accordance with the sales and marketing plan established within the first 60-90 days of operations by our outsourced sales and marketing group.

 

Initial manufacturing capacities will be established at 5,000 to 15,000 bottles per week using existing manufacturing principles and techniques. Quality control processes and procedures will be established from internal expertise and external consultants to insure the operations are in line with cGMP, FDA and ISO guidelines for an operation of this size and will continually be updated as the needs of the organization grow and changes in the regulatory environment occur.

 

As initial manufacturing is finalized and solidified, expansion plans are already being established:

 

• Outsource manufacturers have been identified should growth eclipse our short term ability to produce in house;
• Quotes and plans for next level production (15,000 to 100,000 bottles per week) have been solicited to identify capital costs and timelines; and
• Quotes and plans for third level production (250,000+ bottles per week) have been solicited to identify broad capital costs and timelines.

 

Marketing Strategies

 

Domestic

 

Domestically, our plan is to outsource sales and marketing to a best of breed sales and marketing firm, to drive initial development of national branding, packaging, social media and full web presence. This initial 90 day plan includes the development of a competitive landscape report and full launch and ongoing marketing plan and budget. During the initial startup campaign while the national marketing strategy is formed and prior to a national launch, the firm will test the market by running a variety of different regional and select small scale national campaigns using a combination of direct sales, call center and business to business sales efforts. Data will be gathered and coordinated with the marketing strategy to insure a successful launch and solid development of an initial installed base. The market research will drive initial decisions and a scheduled calendar of Smith and Ramsay Brands, LLC expansion of its signature brand, addition of additional brands through R&D, partnerships, and/or acquisitions, along with additions of non-liquid offerings.

 

International

 

Internationally, Smith and Ramsay Brands, has started efforts internally to understand and map out the international eLiquid space in an effort to follow the same data driven decision making that is being implemented during its domestic marketing plan process by our external firm. Within four months, an initial international strategy will be outlined along with timeline and budget for board approval.

 

Research and Development

 

Research and development will be focused on expanding the number of brands offered by SRB and within each brand line expanding the lines themselves to include new flavors and different configurations.

 

Intellectual Property

 

We have purchased the following intellectual property from Smith and Ramsay, LLC:

 

Patent / Trademark/knowhow		Patent Title / Trademark
Recipe for Toasty Monkey		Trademark currently in filing process
Recipe for Tricky		Trademark currently in filing process
Recipe for Java Hopper		Trademark currently in filing process
Recipe for Peaches and Mango		Trademark currently in filing process
Recipe for Berries and Cream		Trademark currently in filing process
10 additional recipes (not currently named)		Trademark currently in filing process
Smith and Ramsay		Trademark currently in filing process
Smith and Ramsay Brands		Trademark currently in filing process

 

Domain Names

 

www.AvalancheInternationalCorp.com

www.Smith AndRamsay.co

www.SmithAndRamsay.com

www.SmithAndRamsayBrands.co

www.SmithAndRamsayBrands.com

www.SmithAndRamsayBrands.info

www.SmithAndRamsayBrands.net

www.SmithAndRamsayBrands.org

www.SmithNRamsay.com

www.SmithAndRamsay.com

www.mithAndRamsay.com

 

Staffing

 

As of August 31, the Company had no fulltime employees other than the Company’s officers.

 

 

Results of Operations for the three months ended August 31, 2014 compared to the three months ended August 31, 2013.

 

Revenue

During the three months ended August 31, 2014, revenue was $6,431 compared to $0 for the three months ended August 31, 2013. Revenue in the current period was from sales of our new vape liquid business.

 

Expenses

During the three months ended August 31, 2014, the Company reported a total operating expense of $132,099 compared to $2,719 during the three months ended August 31, 2013, an increase of $129,380 in total expenses. In the current quarter we incurred $61,193 in marketing expense and $18,360 of officer compensation expense, neither of which we had in the previous year.

 

Professional fees increased $14,131 to $16,424 for the three months ended August 31, 2014 from $2,293 for the three months ended August 31, 2013. The increase is mainly due to additional legal expense.

 

General and administrative expense increased $35,696 to $36,122 for the three months ended August 31, 2014 from $426 for the three months ended August 31, 2013. The increase is a result of increased operations for Smith and Ramsay Brands, LLC.

 

Net loss

The Company had a net loss of $126,766 for the three months ended August 31, 2014, compared to a net loss of $2,719, for the three months ended August 31, 2013, an increase of $124,047. The increase in net loss was due to a net increase in operating expenses as described above.

 

Results of Operations for the nine months ended August 31, 2014 compared to the nine months ended August 31, 2013.

 

Revenue

During the nine months ended August 31, 2014, revenue was $10,172 compared to $0 for the nine months ended August 31, 2013. Revenue in the current period was from sales of our new vape liquid business.

 

Expenses

During the nine months ended August 31, 2014, the Company reported a total operating expense of $168,981 compared to $16,550 during the nine months ended August 31, 2013, an increase of $152,431 in total expenses. In the current period we incurred $61,193 in marketing expense and $18,360 of officer compensation expense, neither of which we had in the previous year.

 

Professional fees increased $17,202 to $28,617 for the nine months ended August 31, 2014 from $11,415 for the nine months ended August 31, 2013. The increase is mainly due to additional legal expense.

 

General and administrative expense increased $55,676 to $60,811 for the nine months ended August 31, 2014 from $5,135 for the nine months ended August 31, 2013. The increase is a result of increased operations for Smith and Ramsay Brands, LLLC.

 

Net loss

The Company had a net loss of $162,088 for the nine months ended August 31, 2014, compared to a net loss of $16,550, for the nine months ended August 31, 2013, an increase of $145,538. The increase in net loss was due to a net increase in operating expenses as described above.

 

Liquidity and Capital Resources

 

Management currently believes that the Company may not have sufficient working capital needed to meet its current fiscal obligations. In order to continue to meet its fiscal obligations beyond the next twelve months, management has plans to pursue various financing alternatives including, but not limited to, raising capital through the equity markets and debt financing.

 

Should the Company not be successful at raising capital through the issuance of capital stock, the Company may consider raising capital by the issuance of debt. However, unless the appropriate features, such as convertible options, are attached to the debt instruments, this form of financing is less desirable until such time as the Company may be in a position to reasonably foresee the generation of cash flow to service and repay debt. The Company does not currently have plans to issue debt.

 

As of August 31, 2014, we had an accumulated deficit of $203,115 and a working capital deficit of $85,262. For the nine months ended August 31, 2014, net cash used in operating activities was $75,832 and we received $88,000 from financing activities.

 

On September 12, 2014, the Company executed a promissory note with Lord Abstract, LLC for $10,000. The Note has a onetime loan fee of $1,000 and is due October 12, 2014. There will be a onetime thirty day grace period due to the nature of the Company’s capital raise.

 

 

Going Concern

 

These interim unaudited financial statements have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that the Company’s assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the interim unaudited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company not be unable to continue as a going concern.

 

Off Balance Sheet Arrangements

 

As of August 31, 2014, there were no off balance sheet arrangements.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

 

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Management has evaluated the effectiveness of our internal control over financial reporting (ICFR) as of August 31, 2014 based on the control criteria established in a report entitled Internal Control – Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO. Based on our assessment and those criteria, our management has concluded that our internal control over financial reporting had the following deficiencies and material weaknesses as of August 31, 2014:

 

1) Certain control procedures were unable to be verified due to performance of the procedure not being sufficiently documented. As an example, some procedures requiring review of certain reports could not be verified due to there being no written notation on the report by the reviewer. Because we were unable to verify these procedures, we conclude that as of August 31, 2014 there were control deficiencies related to the preparation and review of our interim and annual consolidated financial statements, in particular with respect to certain account reconciliations, journal entries and spreadsheets. While none of these control deficiencies resulted in audit adjustments to our 2013 interim or annual financial statements, they could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected, and therefore we have determined that these control deficiencies constitute material weaknesses.

 

 

2) Certain of our personnel had access to various financial application programs and data that was beyond the requirements of their individual job responsibilities. While this control deficiency did not result in any audit adjustments to our 2013 interim or annual consolidated financial statements, it could result in a material misstatement to our interim or consolidated financial statements that would not be prevented or detected, and therefore we have determined that this control deficiency constitutes a material weakness.

 

3) We did not maintain a level of personnel sufficient to execute certain computing controls over our information technology structure. While this control deficiency did not result in any audit adjustments to our 2013 interim or annual financial statements, it could result in a material misstatement to our interim or consolidated financial statements that would not be prevented or detected, and therefore we have determined that this control deficiency constitutes a material weakness.

 

4) We did not maintain adequate segregation of duties within certain areas impacting our financial reporting. While this control deficiency did not result in any audit adjustments to our 2013 interim or annual financial statements, it could result in a material misstatement to our interim or consolidated financial statements that would not be prevented or detected, and therefore we have determined that this control deficiency constitutes a material weakness.

 

To the extent reasonably possible given our resources, we will seek the advice of outside consultants and utilize internal resources to implement additional internal controls to address the above identified material weaknesses. We are taking steps to implement additional review and approval procedures applicable to our financial reporting process, and are in the planning phase of creating and implementing new information technology policies and procedures related to controls over information technology operations, security and change management.

 

Through these steps, we believe that we are addressing the deficiencies that affected our internal control over financial reporting as of August 31, 2014. Because the remedial actions require upgrading certain of our information technology systems, relying extensively on manual review and approval processes, and possibly hiring of additional personnel, we may not be able to conclude that these material weaknesses have been remedied until these controls have been successfully operation for some period of time.

 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. It is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. It also can be circumvented by collusion or improper management override.

 

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process certain safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting.

 

This report does not include an attestation of our registered public accounting firm regarding internal control over financial reporting, pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

 

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Changes in Internal Control over Financial Reporting

 

We have not had any changes or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-K.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

On July 18, 2014, the company sold 2,400 shares of common stock to an accredited investor for total cash proceeds of $3,000. The proceeds were used for general operating expenses.

 

On July 25, 2014, the company sold 4,000 shares of common stock to an accredited investor for total cash proceeds of $5,000. The proceeds were used for general operating expenses.

 

On July 28, 2014, the company sold 4,000 shares of common stock to an accredited investor for total cash proceeds of $5,000. The proceeds were used for general operating expenses.

 

On July 30, 2014, the company sold 4,000 shares of preferred stock to accredited investors for total cash proceeds of $20,000. The proceeds were used for general operating expenses.

 

On August 4, 2014, the company sold 2,000 shares of preferred stock to accredited investors for total cash proceeds of $10,000. The proceeds were used for general operating expenses.

 

On August 15, 2014, the company sold 3,000 shares of preferred stock to an accredited investor for total cash proceeds of $15,000. The proceeds were used for general operating expenses.

 

On August 18, 2014, the company sold 1,000 shares of preferred stock to an accredited investor for total cash proceeds of $5,000. The proceeds were used for general operating expenses.

 

On August 20, 2014, the company sold 4,000 shares of common stock to an accredited investor for total cash proceeds of $5,000. The proceeds were used for general operating expenses.

 

On August 25, 2014, the company sold 8,000 shares of common stock to an accredited investor for total cash proceeds of $10,000. The proceeds were used for general operating expenses.

 

On August 28, 2014, the company sold 2,000 shares of preferred stock to an accredited investor for total cash proceeds of $10,000. The proceeds were used for general operating expenses.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 

Item 5. Other Information

 

On July 31, 2014, pursuant to the approval of our board of directors and a majority of our shareholders, we amended and restated our articles of incorporation. As amended and restated, our articles of incorporation provide for 75,000,000 shares of authorized common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock. Our preferred stock may be designated by our board of directors in one or more series, with the rights and features of each series to be set forth in the specific designation.

 

Also on July 31, 2014, our board of directors designated a series of preferred stock titled Class A Convertible Preferred Stock. Class A Convertible Preferred Stock consists of 50,000 total shares, with a stated value of $5.00 per share. Shares of Class A Convertible Preferred Stock are entitled to cumulative dividends at a rate of 10% per year, with dividend payments coming due on August 1, 2015 and February 1, 2016. In the discretion of the board of directors, dividends may be paid in cash or in shares of common stock valued at $5.00 per share. In the event of a liquidation, shares of Class A Convertible Preferred Stock are entitled to a liquidation payment, in preference to the class of common stock, of $5.00 per share. At any time after August 31, 2015, shares of Class A Convertible Preferred Stock are convertible to shares of common stock at a rate of 1:1, at the option of the holder. On February 1, 2016, all then issued and outstanding shares of Class A Convertible Preferred Stock will be automatically converted to shares of common stock at the 1:1 conversion rate.

 

Item 6. Exhibits

 

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation
3.2	Bylaws(1)
3.3	Certificate of Designation of Class A Convertible Preferred Stock
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2014 formatted in Extensible Business Reporting Language (XBRL).

 

⁽¹⁾ Incorporated by reference to Registration Statement on Form S-1 filed on January 17, 2012.

 

 

SIGNATURES

 

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

 

	Avalanche International, Corp.
Date:	October 15, 2014
By:	/s/ Phillip Mansour Phillip Mansour
Title:	Chief Executive Officer and Director

 

Date:	October 15, 2014
By:	/s/ Rachel Boulds Rachel Boulds
Title:	Chief Financial Officer

 

ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz
Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS)
USE BLACK INK ONLY – DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY
This form is to Accompany Restated Articles or Amended and Restated Articles of Incorporation (Pursuant to NRS 78.403, 82.371, 86.221, 87A, 88.355 or 88A.250) (This form is also to be used to accompany Restated Articles for Limited-Liability Companies, Certificates of Limited Partnership, Limited-Liability Limited Partnerships and Business Trusts)
1.        Name of Nevada Entity as last recorded in this office:
2. The articles are being [     ] Restated or [X] Amended and Restated (check only one).  Please entitle your attached articles “Restated” or “Amended and Restated,” accordingly.
1.       Indicated what changes have been made by checking the appropriate box.*
___No Amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on June 18, 2008.  The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate
___The entity name was amended
___The resident agent has been changed.  (attach Certificate of Acceptance from new resident agent)
___The purpose of the entity has been amended
_X_The authorized shares have been amended
___The directors, managers or general partners have been amended
___IRS tax language has been added.
_X__Articles have been added.
___Articles have been deleted
___Other:  The articles or certificate have been amended as follows:  (provide article numbers, if available):
*This form is to accompany Restated Articles which contain newly altered or amended articles.  The Restated Articles must contain all of the requirements as set forth in the statutes from amending or altering the articles or certificates.
Important: Failure to include any of the above information and submit proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees	Nevada Secretary of State AM Restated 2007 Revised on: 10/12/07

 

FIRST AMENDED AND RESTATED
ARTICLES OF INCORPORATION

AFTER ISSUANCE OF STOCK

OF

Avalanche International Corp

ARTICLE I
NAME

The name of the corporation shall be Avalanche International Corp (hereinafter, the Corporation”).

ARTICLE II
REGISTERED OFFICE

The office of the Corporation shall be 5940 S. Rainbow Blvd., Las Vegas, NV 89118. The initial registered agent of the Corporation shall be Incorp Services, Inc. at 2360 Corporate Circle, Ste 400, Henderson, NV 89074. The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

ARTICLE III
CAPITAL STOCK

Section 1.    Authorized Shares.    The aggregate number of shares which the Corporation shall have authority to issue is eighty-five million (85,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is seventy-five million (75,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article III.

Section 2.    Common Stock.    

(a)    Dividend Rate.    Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the "Articles") or the Nevada Revised Statues (hereinafter, the “NRS”), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.

(b)    Voting Rights.    Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.

(c)    Liquidation Rights.    In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

(d)    No Conversion, Redemption, or Preemptive Rights.    The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.

(e)    Consideration for Shares.    The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.

 

Section 3.    Preferred Stock.    

(a)    Designation.    The board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section "fact or event" includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.

(b)    Certificate.    Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.

Section 4.    Non-Assessment of Stock.    The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

ARTICLE IV
DIRECTORS AND OFFICERS

Section 1.    Number of Directors.    The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.        

Section 2.    Directors.    The name and post office box or street address of the director(s) constituting the current board of directors is:

Name	Address
Philip E. Mansour	5940 S. Rainbow Blvd., Las Vegas, NV 89118

 

Section 3.    Limitation of Liability.    The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.

 

Section 4.    Payment of Expenses.    In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder, including, but not limited to, in connection with such person being deemed an Unsuitable Person (as defined in Article VII hereof).

Section 5.    Repeal And Conflicts.    Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.

ARTICLE VII

TRANSACTIONS WITH STOCKHOLDERS

 

Section 1. Control Share Acquisition Exemption. The corporation elects not to be governed by the provisions of NRS.§78.378 through NRS.§78.3793, inclusive, generally known as the “Control Share Acquisition Statute.”

 

Section 2. Combinations With Interested Stockholders. The corporation elects not to be governed by the provisions of NRS §78.411 through NRS §78.444, inclusive.

ARTICLE VI
BYLAWS

The board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120.

IN WITNESS WHEREOF, the Corporation has caused these articles of incorporation to be executed in its name by its Incorporator on July 28, 2014.

 

/s/ Philip E. Mansour
Philip E Mansour

 

The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: majority

  

ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

Certificate of Designation 

 (PURSUANT TO NRS 78.1955)

 

USE BLACK INK ONLY-DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Designation
For Nevada Corporations
(Pursuant to NRS 78.1955)
1.	Name of corporation:
	Avalanche International Corp
2.	By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.
	CLASS A CONVERTIBLE PREFERRED STOCK RESOLVED: that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Corporation’s Articles of Incorporation, a series of preferred stock of the Corporation is hereby created and designated with the following relative rights, preferences, privileges, qualifications, limitations and restrictions: 1. Designation and Number. There shall be a series of preferred stock, par value $0.001 per shares, designated as “Class A Convertible Preferred Stock,” and the number of shares constituting such series shall be Fifty Thousand (50,000).   SEE ATTACHED
3.	Effective date of filing (optional):
4.	Signatures (required)
	X /s/ Phillip Mansour
	Signature

 

 

AVALANCHE INTERNATIONAL, CORP.

 

CERTIFICATE OF DESIGNATION OF

CLASS A CONVERTIBLE PREFERRED STOCK

 

The Undersigned, on behalf of Avalanche International, Corp. a Nevada corporation (the “Corporation”), hereby certifies that the following resolutions were adopted by the Corporation’s board of directors effective as of July 29, 2014, pursuant to the authority conferred upon the Board by the Corporation’s Articles of Incorporation and in accordance with the Nevada Revised Statutes:

 

RESOLVED:  that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Corporation’s Articles of Incorporation, a series of preferred stock of the Corporation is hereby created and designated with the following relative rights, preferences, privileges, qualifications, limitations and restrictions:

 

1.      Designation and Number. There shall be a series of preferred stock, par value $0.001 per shares, designated as “Class A Convertible Preferred Stock,” and the number of shares constituting such series shall be Fifty Thousand (50,000).

 

2.      Stated Value. Each share of Class A Convertible Preferred Stock shall have a stated value of $5.00 per share (the “Stated Value”).

 

3.      Voting Rights. The holders of shares of Class A Convertible Preferred Stock shall not have any voting rights.

 

4.      Dividends. The holders of shares of Class A Convertible Preferred Stock, in preference to the holders of Common Stock, shall be entitled to receive, out of funds legally available for the purpose, cumulative dividends as provided in this Section 4.

 

a.                   The holders of the Class A Convertible Preferred Stock shall be entitled to receive dividends at a rate of ten percent (10%) of the Stated Value of such shares per annum. The Corporation shall make payments of all accrued dividends due and owing on all then issued and outstanding shares of Class A Convertible Preferred Stock on the following dates:

 

                                               i.                     August 1, 2015; and

                                             ii.                     February 1, 2016

 

b.                  Payment of accrued dividends in cash shall be subject to the availability of funds therefor within the Corporation, as determined in good faith by the Board of Directors. In the discretion of the Corporation’s Board of Directors, dividends may be paid by the issuance of shares of Common Stock in the Corporation. All shares of Common Stock issued in payment of dividends shall have a value of $5.00 per share.

 

c.                   No dividends shall be declared or paid on the Common Stock of the Corporation until all dividends accrued or declared but unpaid on the Class A Convertible Preferred Stock shall have been paid in full.

 

5.      Liquidation Preference on Dissolution, Sale of the Corporation or Reorganization.

 

a.                   In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, either voluntarily or involuntarily (a “Dissolution”), each holder of Class A Convertible Preferred Stock shall be entitled, after provision for the payment of the Corporation’s debts and other liabilities, to be paid in cash in full, before any distribution is made on any Common Stock, an amount of $5.00 per share, in cash (the “Class A Liquidation Amount”). The Corporation shall, not later than 20 days prior to the earlier of the record date for the taking of a vote of stockholders with respect to any Dissolution or the date set for the consummation of a Dissolution, provide to the holders of the Class A Convertible Preferred Stock such information concerning the terms of the Dissolution and the value of the assets of the Corporation as may be reasonably requested by the holders of shares of Class A Convertible Preferred Stock. If, upon a Dissolution, the net assets of the Corporation distributable among the holders of all outstanding Class A Convertible Preferred Stock shall be insufficient to permit the payment of the Class A Liquidation Amount in full, then the entire net assets of the Corporation remaining after the provision for the payment of the Corporation’s debts and other liabilities shall be distributed among the holders of the Class A Convertible Preferred Stock ratably in proportion to the full preferential amounts to which they would otherwise be respectively entitled on account of their Class A Convertible Preferred Stock. Upon any such Dissolution, after the holders of Class A Convertible Preferred Stock shall have been paid in full the Class A Liquidation Amount, the remaining net assets of the Corporation shall be distributed to the other stockholders of the Corporation as their respective interests may appear.

 

b.                  Neither a consolidation or merger of the Corporation with or into any other corporation, nor a merger of any other corporation with or into the Corporation, nor a sale or transfer of all or any part of the Corporation’s assets for cash or securities or other property shall be considered a Dissolution of the Corporation within the meaning of this Section 4.

 

c.                   Any Reorganization of the Corporation required by any court or administrative body in order to comply with any provision of law shall be deemed to be a Dissolution of the Corporation unless the preferences, qualifications, limitations, restrictions and special or relative rights granted to or imposed upon the holders of Class A Convertible Preferred Stock are not adversely affected by such Reorganization.

 

 

6.      Conversion.

 

a.                   Voluntary Conversion. Holders of shares of Class A Convertible Preferred Stock shall not have the right to demand conversion of the Class A Convertible Preferred Stock until August 31, 2015. At any time or after August 31, 2015, a holder of Class A Convertible Preferred Stock may, at its option, convert all or any portion of its issued and outstanding shares of Class A Convertible Preferred Stock into shares of Common Stock of the Corporation at a rate of one (1) share of Common Stock for each share of Class A Convertible Preferred Stock converted (“Conversion Rate”) by delivering written notice of the holder’s intent to the Corporation (“Conversion Notice”).

 

b.                  Mandatory Conversion. On February 1, 2016, all then issued and outstanding shares of Class A Convertible Preferred Stock shall be automatically converted to shares of Common Stock of the Corporation at the Conversion Rate.

 

c.                   Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Rate in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in the event the outstanding shares of Common Stock shall be combined (by reverse stock split or otherwise) into a smaller number of shares, the Conversion Rate in effect immediately prior to such combination shall be proportionately increased.

 

d.                  Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the issuance of the Class A Convertible Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Conversion Rate in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Rate then in effect by a fraction:

 

                                            i.                        the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

 

ii. the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution;

 

provided, however, that if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Rate shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Rate shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and provided further, however, that no such adjustment shall be made if the holders of Class A Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Class A Convertible Preferred Stock had been converted into Common Stock on the date of such event.

 

e.                   Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the issuance of the Class A Convertible Preferred Stock shall make or issue, or fix a record date for the determination of holders of Common Stock of the Corporation entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property, then and in each such event the holders of Class A Convertible Preferred Stock shall receive, simultaneously with the distribution to the holders of such Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Class A Convertible Preferred Stock had been converted into Common Stock on the date of such event.

 

f.                   Notices.

 

                                            i.                        Immediately upon any adjustment of the Conversion Rate, the Corporation shall give written notice thereof to all holders of such Class A Convertible Preferred Stock, setting forth in reasonable detail and certifying the calculation of such adjustment and the facts upon which such adjustment is based.

 

                                          ii.                        The Corporation shall give written notice to all holders of Class A Convertible Preferred Stock at least five (5) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, (b) with respect to any pro rata subscription offer to holders of Common Stock, (c) with respect to any dissolution or liquidation or any merger, consolidation, reorganization, recapitalization or similar event or (d) with respect to any other right afforded to any holder of Common Stock.

 

7.      Exclusion of Other Rights. Except as may otherwise be required by law, the shares of Class A Convertible Preferred Stock shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in this Certificate of Designation.

 

 

8.      Rank. The Class A Convertible Preferred Stock shall rank senior in right as to dividends and upon liquidation, dissolution or winding up to all Common Stock whenever issued.

 

9.      Identical Rights. Each share of Class A Convertible Preferred Stock shall have the same relative rights and preferences as, and shall be identical in all respects with, all other shares of the Class A Convertible Preferred Stock.

 

10.  Certificates. So long as any shares of the Class A Convertible Preferred Stock are outstanding, there shall be set forth on the face or back of each stock certificate issued by the Corporation a statement that the Corporation shall furnish without charge to each stockholder who so requests, a full statement of the designation and relative rights, preferences and limitations of each class of stock or series thereof that the Corporation is authorized to issue and of the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of each series.

 

 

IN WITNESS WHEREOF, the undersigned have duly signed this Designation as of this 29th day of July, 2014.

 

	AVALANCHE INTERNATIONAL, CORP.
	By:	/s/ Phillip Mansour
		Name:  Phillip Mansour Title:  Chief Executive Officer

 

 

CERTIFICATIONS

 

I, Phil Mansour, certify that;

 

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended August 31, 2014 of Avalanche International Corp (the “registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 15, 2014

 

/s/ Phil Mansour

By: Phil Mansour

Title: Chief Executive Officer

CERTIFICATIONS

 

I, Rachel Boulds, certify that;

 

1.

I have reviewed this quarterly report on Form 10-Q for the quarter ended August 31, 2014 of Avalanche International Corp (the “registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: October 15, 2014

 

/s/ Rachel Boulds

By: Rachel Boulds

Title: Chief Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly Report of Avalanche International Corp (the “Company”) on Form 10-Q for the quarter ended August 31, 2014 filed with the Securities and Exchange Commission (the “Report”), I, Phil Mansour, Chief Executive Officer of the Company, and I, Rachel Boulds, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.

The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

 

By:	/s/ Phil Mansour
Name:	Phil Mansour
Title:	Principal Executive Officer and Director
Date:	October 15, 2014

 

By:	/s/ Rachel Boulds
Name:	Rachel Boulds
Title:	Principal Financial Officer
Date:	October 15, 2014

 

 

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.