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EXCEL - IDEA: XBRL DOCUMENT - PURESNAX INTERNATIONAL, INC.Financial_Report.xls
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATIONS - PURESNAX INTERNATIONAL, INC.f10q033114_ex31z2.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS - PURESNAX INTERNATIONAL, INC.f10q033114_ex31z1.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS - PURESNAX INTERNATIONAL, INC.f10q033114_ex32z1.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

 (Mark One)


  X .

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

for the quarterly period ended March 31, 2014


OR


      .

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

for the transition period from               to                     


Commission file number 333-176376


B-MAVEN, INC.

(Exact name of registrant as specified in its charter)


NEVADA

45-2808620

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


428 KATINDIG AVENUE, QUEZON CITY, METRO MANILA, PHILIPPINES

 

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  (63) (914) 215-6799


N/A

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


Copies of communications to:


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


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


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      .

Smaller reporting company

  X .

(Do not check if a 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       .


The number of shares of the registrant’s common stock outstanding as of May 12, 2014 was 10,000,000 shares.






B-MAVEN, INC.


INDEX TO QUARTERLY REPORT ON FORM 10-Q


PART I. FINANCIAL INFORMATION

Page No.

 

 

 

Item 1.

Interim Financial Statements (unaudited)

 

 

 

 

 

Balance Sheets of B-Maven, Inc. at March 31, 2014 (unaudited) and June 30, 2013 (audited)

3

 

 

 

 

Statements of Operations of B-Maven, Inc. for the Three months and Nine months ended March 31, 2014 and 2013, and for the period June 24, 2011 (Inception) through March 31, 2014 (unaudited)

4

 

 

 

 

Statement of Cash Flows of B-Maven, Inc. for the Nine months ended March 31, 2014 and 2013, and for the period June 24, 2011 (Inception) through March 31, 2014 (unaudited)

5

 

 

 

 

Notes to the Financial Statements (unaudited)

6

 

 

 

Item 2.

Management’s Discussion and Analysis

9

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

14

 

 

 

Item 4.

Controls and Procedures

15

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

15

 

 

 

Item 1A.

Risk Factors

15

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

Item 3.

Defaults upon Senior Securities

25

 

 

 

Item 4.

(Removed and Reserved)

25

 

 

 

Item 5.

Other Information

25

 

 

 

Item 6.

Exhibits

26

 

 

 

Signatures

 

26




PART I. FINANCIAL INFORMATION


Item 1.

Interim Financial Statements (unaudited)



B-MAVEN, INC.

(a Development Stage Company)

Balance Sheets


 

 

 

 

March 31,

 2014

 

June 30,

2013

ASSETS

 

 

 

(unaudited)

 

(audited)

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash or cash equivalents

 

 

$

-

$

-

Inventory

 

 

 

93

 

212

Total Current Assets

 

 

 

93

 

212

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

Intangible asset – Product formulas, net

 

 

 

-

 

-

Total Other Assets

 

 

 

-

 

-

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

$

93

$

212

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accrued expenses

 

 

$

7,086

$

14,414

Sales revenue received in advance

 

 

 

5,000

 

5,000

Loans – unrelated party

 

 

 

619

 

-

Loans – related party  

 

 

 

27,755

 

-

TOTAL LIABILITIES

 

 

 

40,460

 

19,414

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT):

 

 

 

 

 

 

Preferred stock, $0.001 par value; 1,000,000 shares authorized; none issued or outstanding

 

 

 


-

 


-

Common stock, $0.001 par value; 100,000,000 shares authorized; 10,000,000 shares issued and outstanding

 

 

 


10,000

 


10,000

 Additional paid in capital

 

 

 

(22,601)

 

(22,601)

 Deficit accumulated during development stage

 

 

 

(27,766)

 

(6,601)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

(40,367)

 

(19,202)

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 


$


93


$


212





See notes to the financial statements.



3



B-MAVEN, INC.

(a Development Stage Company)

Statements of Operations (unaudited)

 

 

 

For the nine

months ended

March 31,

2014

 

For the nine

months ended

March 31,

2013

 

For the period

June 24, 2011

(inception) through

March 31,

2014

 

 

 

 

 

 

 

Revenue

$

7,707

$

1,755

$

9,462

Cost of goods gold

 

924

 

318

 

1,242

Gross margin

 

6,783

 

1,437

 

8,220

Expenses:

 

 

 

 

 

 

Samples/marketing expense

 

304

 

726

 

4,018

Consulting and other expenses

 

26,243

 

29,602

 

77,240

Amortization expense

 

-

 

938

 

2,500

Organization expenses

 

-

 

-

 

5,665

Total expenses

 

26,547

 

31,266

 

89,423

Other Income/(Expense):

 

 

 

 

 

 

Interest expense

 

(601)

 

-

 

(601)

Gain on relief of debt

 

-

 

-

 

55,638

Total other income/(expense)

 

(601)

 

-

 

55,037

Net income/(loss) before income tax

 

(20,365)

 

(29,829)

 

(26,166)

Provision for income tax

 

800

 

800

 

1,600

Net income/(loss)

$

(21,165)

$

(30,629)

$

(27,766)

Basic and diluted income/(loss) per share

$

(0.00)

$

(0.00)

 

 

Weighted average common shares outstanding - basic and diluted

 


10,000,000

 


9,708,029

 

 



 

 

For the three

months ended

March 31,

 2014

 

For the three

months ended

March 31,

2013

 

 

 

 

 

Revenue

$

3,905

$

1,130

Cost of goods gold

 

503

 

213

Gross margin

 

3,402

 

917

Expenses:

 

 

 

 

Samples/marketing expense

 

203

 

-

Consulting and other expenses

 

6,943

 

7,239

Amortization expense

 

-

 

313

Total expenses

 

7,146

 

7,552

Other Income/(Expense):

 

 

 

 

Interest expense

 

(282)

 

-

Gain on relief of debt

 

-

 

-

Total other income/(expense)

 

(282)

 

-

Net income/(loss) before income tax

 

(4,026)

 

(6,635)

Provision for income tax

 

-

 

-

Net income/(loss)

$

(4,026)

$

(6,635)

Basic and diluted income/(loss) per share

$

(0.00)

$

(0.00)

Weighted average common shares outstanding - basic and diluted

 


10,000,000

 


10,000,000




4



 

B-MAVEN, INC.

(a Development Stage Company)

Statements of Cash Flows (unaudited)


 

 


For the nine

months ended

March 31,

2014

 


For the nine

months ended

March 31,

 2013

 

For the period June 24, 2011

(inception) through

 March 31,

 2014

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income/(loss)

$

(21,165)

$

(30,629)

$

(27,766)

Amortization

 

-

 

938

 

2,500

Gain on debt relief

 

-

 

-

 

(55,638)

Shares issued for organizational expense

 

-

 

-

 

5,000

 

 

 

 

 

 

 

Adjustments to reconcile net loss to cash (used in) operating activities:

 

 

 

 

 

 

(Increase)/decrease in inventory

 

(119)

 

318

 

(93)

Increase in sales revenue received in advance

 

-

 

5,000

 

5,000

Increase/(decrease) in accrued expenses

 

(7,090)

 

17,585

 

42,986

(Increase) in deferred expenses

 

-

 

-

 

-

Net cash provided by (used in) operating activities

 


(28,374)

 


(6,788)

 


(28,011)

CASH FLOW FROM INVESTING ACTIVITIES

 


-

 


-

 


-

CASH FLOW FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Common stock issued for cash

 

-

 

25,000

 

25,000

Deferred offering expenses paid in cash

 

-

 

(26,939)

 

(46,439)

Proceeds from loans - unrelated parties

 

619

 

8,980

 

25,357

Repayment of loans - unrelated party

 

-

 

-

 

(5,000)

Proceeds from loan - related parties

 

27,755

 

101

 

29,093

Net cash provided by (used in) financing activities

 


28,374

 


7,142

 


28,011

CHANGE IN CASH

 

-

 

354

 

-

CASH AT BEGINNING OF PERIOD

 

-

 

317

 

-

CASH AT END OF PERIOD

$

-

$

671

$

-

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

Interest

$

-

$

-

$

-

Income taxes

$

800

$

800

$

1,600

Non-cash investing and financing activities:

 

 

 

 

 

 

Stock issued for acquiring formulas and product samples


$


-


$


-


$


2,500

 

 


 

 

 

 

See notes to the financial statements.



5



B-MAVEN, INC.

(a Development Stage Company)

Notes to the Financial Statements

March 31, 2014 (unaudited)


NOTE 1 – ORGANIZATION


B-Maven, Inc. (the Company) was incorporated under the laws of the State of Nevada on June 24, 2011. The Company issued 5,000,000 shares of its common stock to its founder at inception in exchange for organizational costs incurred upon incorporation. Following its formation, the Company issued 2,500,000 shares of its common stock to our founder, as consideration for the purchase of product formulas and product samples. Our founder paid approximately $2,500 for the product formulas and samples which were acquired over time. The acquisition was valued at $2,500.


The Company has generated limited revenues from its operations and is considered a development stage company as that term is defined by Financial Accounting Standard Board ("FASB") Accounting Standards Codification ("ASC") 915, Development Stage Entities.


The Company is engaged in the business of developing, manufacturing, marketing and selling of a collection of cosmetic products, a skin care line combining science with nature to form an advanced beauty treatment. The Company owns the rights to its intellectual property, E-Scentual, an anti-aging formula that is the main ingredient in the E-Scentual Skin Care Collection.


The Company on August 1, 2012 completed its offering filed on Form S-1. The Company issued 2,500,000 shares of its common stock to 17 investors. The investors paid $0.01 per share.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Interim Financial Statements and Basis of Presentation


The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2013 and notes thereto contained in our 10-K Annual Report filed on October 3, 2013.


a. Basis of Accounting - The Company’s financial statements are prepared using the accrual method of accounting. The Company elected a June 30, year-end.


b. Cash Equivalents - For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.


c. Stock-based Compensation -The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.


d. Use of Estimates and Assumptions - Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company adopted the provisions of ASC 260.



6




e. Earnings (Loss) per Share - Basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the period. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.


f. Income Taxes - Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year for deferred tax assets and liabilities.


Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


No provision was made for Federal income tax.


g. Revenue Recognition - We recognize revenues in accordance with ASC 605, Revenue Recognition, which provides guidance on the recognition, presentation and disclosure of revenue in financial statements filed with the SEC. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. We recognize revenue when: (i) persuasive evidence of an arrangement exists; (ii) shipment of product has occurred or services have been rendered; (iii) the sales price charged is fixed or determinable; and (iv) collection is reasonably assured. Our shipment terms are FOB shipping point as outlined in our sales agreements.


h. Advertising - Advertising will be expensed in the period in which it is incurred. There has been no advertising expense in the reporting periods presented.


i. Intangible Assets - Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involves significant judgment.


Our product formulas and samples were placed in service on July 1st, 2011. We amortized these costs over twenty four (24) months. Our product formulas and samples are fully amortized as of March 31, 2014.


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


NOTE 3 – GOING CONCERN


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the accompanying financial statements, the Company had negative working capital of $40,367 and a deficit accumulated during the development stage of $27,766 at March 31, 2014. As of March 31, 2014, the Company had generated limited revenue and had no committed sources of capital or financing.


While the Company is attempting to generate additional revenues by marketing and distributing its skin care products, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management believes that the actions presently being taken to further refine its business plan and produce inventory to generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances that it will accomplish either. The Company’s ability to continue as a going concern is dependent upon its ability to achieve profitable operations or obtain adequate financing.


The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



7




NOTE 4 – SHARE CAPITAL


The Company is authorized to issue 100,000,000 shares of common stock ($0.001 par value) and 1,000,000 shares of preferred stock ($0.001 par value). The Company upon formation issued 5,000,000 shares of its common stock to its founder for organization costs/services. These services were valued at $5,000. Following its formation, the Company issued 2,500,000 shares of common stock to our founder as consideration for the purchase of product formulas and product samples. Our founder paid approximately $2,500 in producing the product formulas and other product materials. Purchase price of the product formulas and samples was valued at $2,500.


The Company on August 1, 2012 completed its offering filed on Form S-1. The Company issued 2,500,000 shares of its common stock to 17 investors. The investors paid $0.01 per share.


At March 31, 2014, there are 10,000,000 shares of common stock issued and outstanding.


NOTE 5 – LOANS - RELATED PARTY


As of March 31, 2014 the Company had $27,755 in net loan proceeds from our chief executive officer and president, Mr. Cenia, a related party, in order to fund working capital expenses. $14,000 and $7,000 are unsecured and carry an interest rate of 6% and 4% per annum, respectively. The loans are payable in one lump sum on the anniversary date of the loan instrument, September 18 and September 25, 2014, respectively. $1,005 and $5,750 are unsecured and carry no interest rate and are due and payable upon demand.


The Company accrued $601 in interest expense for the two loans for the nine month period ended March 31, 2014.


NOTE 6 – DEFERRED OFFERING COSTS – ADDITIONAL PAID IN CAPITAL


Deferred offering costs consist principally of accounting, legal and other fees incurred through the close of our common stock offering (August 1, 2012) that were directly related to the offering. Deferred offering costs were offset against net proceeds received from our common stock offering. We recognized total adjustments to additional paid in capital of $45,101; comprised of deferred offering costs of $46,439 offset by debt forgiveness of $1,338.  


As of May 14, 2013 a change in control of the Company occurred with respect to its ownership. With a change in control certain liabilities of the Company were forgiven and/or paid for by our founder (a former officer and director), Ms. Jones.


NOTE 7 – INCOME TAXES


As of March 31, 2014, the Company had net operating loss carry forwards of $27,766 that may be available to reduce future years’ taxable income through 2031.


 

 

As of

March 31, 2014

 

 

 

Deferred tax assets:

 

 

Net operating tax carryforwards

$

10,829

Other

 

-

Gross deferred tax assets

 

10,829

Valuation allowance

 

(10,829)

 

 

 

Net deferred tax assets

$

-


Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.


NOTE 8 - SUBSEQUENT EVENTS


The Company on May 2, 2014 received approximately $6,100 in loans – related party to fund working capital expenditures.   This loan is unsecured and carries no interest rate and is due and payable upon demand.



8




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Forward looking statements: Statements about our future expectations are "forward-looking statements" and are not guarantees of future performance. When used herein, the words "may," "will," "should," "anticipate," "believe," "appear," "intend," "plan," "expect," "estimate," "approximate," and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent in our business, including those set forth under the caption "Risk Factors," in this Report, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. This Form 10-Q does not have any statutory safe harbor for this forward looking statement. We undertake no obligation to update publicly any forward-looking statements.


Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.


Overview - B-Maven, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011, at which time it acquired the business plan and client/customer list from our founder, Ms. Anna C. Jones. As of May 12, 2014, we had one employee Mr. Restituto Cenia, our President, Chief Executive Officer and Chief Financial Officer of the Company.


The Company issued 5,000,000 shares of its common stock to our founder at inception in exchange for organizational expenses incurred upon incorporation. Following our formation, we issued an additional 2,500,000 shares of our common stock to our founder, in exchange for product formulas and sample products.


On August 1, 2012 the Company completed an offering pursuant to an effective registration statement filed on Form S-1. The Company issued 2,500,000 shares of its common stock to 17 investors. The investors paid $0.01 per share for a combined investment of $25,000.


We are an early stage company and have limited financial resources. We will continue to rely upon raising capital by selling additional shares of the Company, upon which our shareholders may be further diluted, or by issuing debt as a source of financing. In addition to our completed offering, the Company received short-term financing from various third parties in the form of loans to cover expenses. Our independent registered public accounting firm has included an explanatory paragraph in their report emphasizing the uncertainty of our ability to remain a going concern. We have a significant amount of work that needs to be completed and capital raised in order to compete within the marketplace. To date, we have had limited sales and cannot predict when our products will be sold or distributed through regular retail outlets, wholesale, and/or through our international distribution partners network.


During the period ended March 31, 2014, we continued development of our skin care product business through building inventory and generating sales and sales leads. During fiscal year 2012 we received a firm purchase order for which we were advanced a portion of monies against the sale of product to be delivered. While this purchase order was priced at a significant discount to our anticipated suggested retail price, we believe sales generation and product distribution with various parties validates our go-to-market strategy and the expected acceptance of our products. For the nine months ended March 31, 2014 we recognized $7,707 in sales at an average price of $24.99 (our suggested retail price) per 1 ml container. This price point appears reasonable based on the results we received in our sample selection and distribution.  


As of March 31, 2014, we had limited assets which consisted of cash and cash equivalents of none, and inventory of $93. In order to fund the development of our business and working capital needs for the next 12 months, we intend to secure additional funding through the sale of common stock, preferred stock, related and non-related party loans, or funding provided by strategic partners. To further implement our plan of operations, we anticipate the costs to develop our products on a commercial scale could very well be in excess of $100,000. We will need at least an additional $50,000 to $100,000 to purchase raw material for commercial production, professional labeling and packaging, and introductory marketing and advertising programs that will educate as well as connect with our targeted customers who seek all natural ingredient products in their quest to stall the aging of skin. If we are not successful in raising additional financing, we will not be able to further our business plan towards commercial production.



9




Business - B-Maven is in the business of developing, manufacturing, marketing and selling the E-Scentual Skin Care Collection, a skin care line combining science with nature to form what we believe to be an advanced beauty treatment using all natural ingredients. B-Maven has developed what it calls its basic “E-Scentual” product line, a proprietary anti-aging formula that will make up the main ingredient in our E-Scentual Skin Care Collection. B-Maven owns the intellectual property relating to E-Scentual, including the unique formulation of natural ingredients.


Based on the E-Scentual product formulations, B-Maven is developing a full spectrum of skin care products designed to naturally improve skin wellness and provide anti-aging properties through its E-Scentual Skin Care Collection. The E-Scentual system combines science with nature to form an advanced beauty treatment, using a variety of essential oils and other naturally produced and available ingredients. Utilizing aromatherapy and a variety of specific actives and botanically-based formulas that include our proprietary process, E-Scentual products are intended to deliver a dramatic improvement in general health, well-being and increased vitality for the user in great looking skin. The Company is constantly developing and testing its own products through the skills of its president, engaging in discussions with potential suppliers, vendors, and distributors and prospecting initial product placement at select salons and beauty care studios. We believe, and anecdotal evidence suggests that B-Maven’s products stimulates cell renewal, prevents and reduces the appearance of wrinkle and fine lines, dark circles, spider veins, rosacea, and reduced under eye puffiness. Our initial observations, based on limited product development and product testing primarily in the San Diego area, have demonstrated our products provide these effects. However, we cannot guarantee that our products will continue to have these qualities or generate such positive results on a widespread basis or otherwise.

 

We believe that E-Scentual, our intellectual property, is a unique formula blend made of essential oils, botanicals and other natural ingredients that provide nourishment to the skin. This proprietary formula blend rapidly penetrates the skin delivering essential nutrients beneath the top layer of skin that the body uses in its natural process of collagen regeneration. Numerous anecdotal stories have described a dramatic decrease in the appearance of fine lines and wrinkles after regular use of our E-Scentual formulas.


The Company’s plan is to reach the point where we begin generating sufficient revenue from our skincare products to meet our financial obligations on a timely basis. In the early stages of our operation, we will keep costs to a minimum, and gradually introduce products in 2014; however there can be no assurance that we will be successful in achieving or adhering to this schedule. The cost to develop various products on a commercial scale could very well be in excess of $100,000. We will need at least an additional $50,000 to $100,000 to purchase raw material for commercial production, professional labeling and packaging, and introductory marketing and advertising programs that will educate as well as connect with our targeted customers.


Our only source of capital at this time has been the proceeds of our offering, loans provided by third parties and related parties. We must raise additional capital in the form of equity or debt financing in order to continue our business strategy. Once we establish a trading market for our common stock, we expect to contact private equity funds, angel investors and others known to our management, majority shareholder and/or professionals with whom we may deal with in order to raise the necessary financing. The Company believes that if it can secure at least 50% or more of its current financing requirements, it will be able to move forward and complete the first phase of its business plan.


Management believes that if it is successful in securing the necessary funds, of which there can be no assurances, we may generate sufficient sales revenue within 12 months of receiving those funds. However, while we hope that we will be successful in all of these efforts, additional equity or debt financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


Despite the aforementioned, in order to execute on our plan, we must seek additional financing and our ability to continue to execute our business plan is limited until we receive additional financing. If and when we obtain the required financing, we should be able to undertake our business plan through the following phases:


Phase 1 (3-4 months in duration; $15,000 est. costs)


·

 initial product formula program combined with local (grass roots) promotional efforts, simple but effective method of getting product out there

·

 Web site offering primarily static content and brochure-ware to support advertising, promotion and marketing communications of the E-Scentual products

·

 simple feedback mechanisms, typically using email or product surveys from customers who participate in sampling and tester development

·

 market prospecting and outside sales professional training



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Phase 2 (3-4 months in duration; $15,000 est. costs)


·

 interactive Web applications for real-time content capture and delivery

·

 leverage progressive formula development from existing and potential:

·

sources tester and sample users

·

 manufacturing building with world class efforts and quality control

·

clients, prospects, suppliers, partners, stakeholders

·

 a framework for collaboration and community interest in our products all natural


Phase 3 (3-4 months in duration; $30,000 est. costs)


·

develop transaction-based systems to enhance product sales and target marketing

·

customer profile building, using geographic, demographic, psychographic, and transaction behavior data to pinpoint ideal consumer

·

 targeted one to one delivery with retail operations using distributors

·

 integrated information and communications environments, combining voice, image, and data to assist with product sales and target marketing

·

 simple system-to-system exchanges for routine transactions


Phase 4 (3-4 months in duration; $40,000 est. costs)


·

 real-time dynamic information exchange while building psychodynamic customer profiles and world class product development

·

advanced system-to-system exchanges for all transactions

·

 real-time performance support systems sales, production, and marketing


Based upon our recent efforts, we begun to generate limited revenues by selective placement and grass roots marketing within the Southern California market. Continuing with these product placement and marketing efforts are conditional upon us receiving financing as our current financial resources are not enough to pursue on a regular ongoing basis.


Intellectual Property - We have no patents or trademarks.


Government Regulation and Industry Standards - We believe that our business is not subject to material regulation under the laws of the United States or any of the states in which we plan to sell our products. Laws and regulations often differ materially between states and within individual states such laws and regulations are subject to amendment and reinterpretation by the agencies charged with their enforcement. If we become subject to any licensing or regulatory requirements, the failure to comply with any such requirements could lead to a revocation, suspension or loss of licensing status, termination of contracts and legal and administrative enforcement actions. We cannot be sure that a review of our current and proposed operations will not result in a determination that could materially and adversely affect our business, results of operations and financial condition. Moreover, regulatory requirements are subject to change from time to time and may in the future become more restrictive, thereby making compliance more difficult or expensive or otherwise affecting or restricting our ability to conduct our business as now conducted or proposed to be conducted.


Employees - As of May 12, 2014, we had one employee, our president, and chief executive officer, Mr. Restituto S. Cenia, Jr. There is no written employment contract or agreement in place with Mr. Cenia.


Property - Currently we occupy space provided by Mr. Cenia at no charge. There is no written lease agreement with Mr. Cenia. We will seek to establish a permanent location and facility for our business operations.


Litigation - We are not party to any pending, or to our knowledge, threatened litigation of any type.


Critical Accounting Policies - The preparation of financial statements and related notes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.


An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.



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Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made. Note 2 to the financial statements, included elsewhere in this report, includes a summary of the significant accounting policies and methods used in the preparation of our financial statements.


Material Events and Uncertainties - Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in the cosmeceutical and skin care markets. The continuation of our business is dependent upon obtaining further financing, a successful program of product development, marketing and distribution, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. As of May 12, 2014 the Company received approximately $33,900 in short term financing from our president and chief executive officer, Mr. Cenia. Two of the loans bear interest at a rate of 6% and 4% per annum, are due and payable on the one year anniversary which expire in September 2014. The other three loans do not bear interest and are due and payable upon demand. Mr. Cenia has agreed to seek other financing to support our working capital needs.


There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we most likely will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.


Off-Balance Sheet Arrangements-We have no off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, obligations under any guarantee contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will increase our operating costs or cash requirements in the future.


Financial Condition and Results of Operations


Operations - We incorporated on June 24, 2011 and acquired our product formulas and samples on June 27, 2011. All of our activity through March 31, 2014 involved business development efforts, planning, acquiring of, and developing our product formulas, establishing and adding to our E-Scentual product line, completing our registered offering, as well as establishing initial marketing relationships for our products.


We have limited reserves and need substantial capital to implement our planned business strategies. Given the currently unsettled state of the capital and credit markets, there is no assurance that we will be able to raise the amount of capital that we need to support our working capital requirements or for further investment in current or future operations. If we are unable to raise the necessary capital at the time we require such funding, we may have to materially change our plans, delay the implementation of our business strategy or curtail or abandon our business plan. Our independent registered public accounting firm included an explanatory paragraph in their report for our annual report filed on Form 10-K emphasizing the uncertainty of our ability to remain a going concern.


Other - As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below and/or elsewhere in this report. We believe the perception that many people have of a public company makes it more likely they will accept restricted securities as consideration for indebtedness than they would from a private company. We have not performed any studies on this matter. Our conclusion is based solely on our own observations. However, there can be no assurances that we will be successful in getting anyone to accept restricted securities as payment for service or indebtedness. Additionally, the issuance of shares of common stock (and/or preferred stock) will dilute the percentage of ownership of our current stockholders.



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Nine month period ended March 31, 2014 compared to the nine month period ended March 31, 2013:


The Company generated limited revenues for the nine month period ended March 31, 2014 of $7,707 and $1,755 for the nine month period ended March 31, 2013. Cost of goods sold for the nine month period ended March 31, 2014 was $924 and $318 for the nine month period ended March 31, 2013. Gross margin on sales of product was $6,783 or 88.0% for the nine month period ended March 31, 2014, as compared to $1,437 or 81.9% for the nine month period ended March 31, 2013. The Company through the continued assistance of our founder, Ms. Jones fulfilled order placement, which consisted of manufacturing, packaging and quality control, as well as distribution of hundreds of sample products to customers and users in advancement of its business goals.


Consulting and other expense for the nine month period ended March 31, 2014 was $26,243 compared to $29,602 for the nine month period ended March 31, 2013. For the nine month period ended March 31, 2014, this consisted primarily of consulting expense of $10,010, audit and accounting, and other costs associated with being a publicly reporting company of $16,059, and other expenses of $174, compared to the nine month period ended March 31, 2013 where we incurred $13,700 in consulting expenses, audit and accounting, and other costs associated with being a publicly reporting company of $15,245, and other expenses of $657. Samples/marketing expense for the nine month period ended March 31, 2014 consisted of raw material cost and packaging to develop sample products of $304 and marketing expense of none compared to the nine month period ended March 31, 2013 where we incurred raw material cost and packaging to develop sample products of $226 and marketing expense of $500. For the nine months ended March 31, 2014, and for the nine months ended March 31, 2013 we recognized amortization expense of none and $938, respectively.


For the nine months ended March 31, 2014, and for the nine months ended March 31, 2013 we recognized interest expense of $601 and none, respectively.


For the nine months ended March 31, 2014, and for the nine months ended March 31, 2013 we experienced a loss from operations after taxes of $21,165 and $30,629, respectively. Net loss per share for the nine months ended March 31, 2014 and 2013 was $(0.00) and $(0.00), respectively.


Three month period ended March 31, 2014 compared to the three month period ended March 31, 2013:


The Company generated limited revenues for the three month period ended March 31, 2014 of $3,905 and $1,130 for the three month period ended March 31, 2013. Cost of goods sold for the three month period ended March 31, 2014 was $503 and $213 for the three month period ended March 31, 2013. Gross margin on sales of product was $3,402 or 87.1% for the three month period ended March 31, 2014, as compared to $917 or 81.2% for the three month period ended March 31, 2013.


Consulting and other expense for the three month period ended March 31, 2014 was $6,943 compared to $7,239 for the three month period ended March 31, 2013. For the three month period ended March 31, 2014, this consisted primarily of consulting expense of $3,000, audit and accounting, and other costs associated with being a publicly reporting company of $3,843, and other expenses of $100, compared to the three month period ended March 31, 2013 where we incurred $4,500 in consulting expenses, audit and accounting, and other costs associated with being a publicly reporting company of $2,642, and other expenses of $97. Samples/marketing expense for the three month period ended March 31, 2014 consisted of raw material cost and packaging to develop sample products of $203 and marketing expense of none compared to the three month period ended March 31, 2013 where we incurred raw material cost and packaging to develop sample products of none and marketing expense of none. For the three months ended March 31, 2014, and for the three months ended March 31, 2013 we recognized amortization expense of none and $313, respectively.


For the three months ended March 31, 2014, and for the three months ended March 31, 2013 we recognized interest expense of $282 and none, respectively.


For the three months ended March 31, 2014, and for the three months ended March 31, 2013 we experienced a loss from operations after taxes of $4,026 and $6,635, respectively. Net loss per share for the three months ended March 31, 2014 and 2013 was $(0.00) and $(0.00), respectively.


Liquidity and Capital Resources


Since acquiring the product formulations, most of our resources and work have been devoted to planning, implementing systems and controls, completing our registered offering, developing formulas and samples and continued testing of our products, as well as initiating marketing and sales relationships.



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We have no lines of credit or other bank financing arrangements. Generally, we financed operations to date through the proceeds of our registered offering and with loans from independent unrelated parties. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of raw material for inventory production; (ii) expenses associated with product packaging, labeling and associated marketing, (iii) development expenses associated with an early stage business; (iv) research and development costs associated with new product offerings, and (v) management/consulting costs, as well as general and administrative expenses, including those costs of being a publicly reporting company. We intend to finance these expenses with the further issuance of debt and equity securities. Thereafter, we expect that we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in further dilution to our current stockholders. Further, such financial instruments or securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock and/or as debt in the form of loans.  


Raising private capital, we believe, will be sought from business associates of our president, and chief executive officer or directly from him, possibly from existing shareholders, or through private investors referred to us by those same business associates or shareholders. To date, we have not received a financing commitment from any funding source and have not authorized any person or entity to seek funding on our behalf. If a market for our shares ever develops, of which there can be no assurance, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the development of our business plan and its stages as outlined above.


We are a public entity, subject to the reporting requirements of the Exchange Act of 1934, and incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will approximate $50,000 per year, higher if our business volume and transactional activity increases. These obligations will reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use other noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent consultants and contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we are able to attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.


As of March 31, 2014, we owed $7,086 in connection with legal fees, professional services, general business expenses, product development costs incurred and accrued interest. We have not entered into any formal agreements, written or oral, with any vendors or other providers for payment of services or expenses except for that disclosed above. As of March 31, 2014, we received $27,755 from our president and chief executive officer, Mr. Cenia, in the form of two loans plus additional funds (of $6,755 consisting of two interest free loans) which were forwarded during three month period ended March 31, 2014 to cover costs associated with general business expenses, costs of being a public company and its reporting and product development costs. There are no other significant liabilities recorded at March 31, 2014.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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



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ITEM 4. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


The Company’s Principal Executive Officer and Principal Financial Officer, Mr. Cenia, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Company’s Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including both Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Changes in Internal Controls


There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2014 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


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


PART II: OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS


No legal proceedings have been initiated by or served upon the Company during the period ending March 31, 2014.


From time to time the Company may be named in claims arising in the ordinary course of business.


ITEM 1A – RISK FACTORS


The following risk factors should be considered in connection with an evaluation of our business:


In addition to other information in this quarterly report filed on Form 10-Q, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.  As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition.  If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, if and when a trading market for our securities is established, the trading price of our securities could decline, and you may lose all or part of your investment.


B-Maven has virtually no financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.


B-Maven is an early stage company and has virtually no financial resources. We had a cash balance of none as of March 31, 2014. We have negative working capital of $40,367 and a stockholders’ deficit of $27,766 at March 31, 2014. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended June 30, 2013 that states that Company losses from operations raise substantial doubt about its ability to continue as a going concern. We will seek additional financing beyond what we received from our offering. Financing sought may be in the form of equity or debt financing from various sources as yet unidentified. Most if not all of our efforts have been spent on our registration efforts, as well as developing our business plan, however, we will seek necessary additional financing to pursue our business and growth plans. No assurances can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.



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Our current resources and source of funds, which consisted of loans from our founder, affiliated and unaffiliated third parties, were sufficient to keep business operations functioning for three to six months. We recently received funding from our president and chief executive officer, Mr. Cenia, for working capital needs. These funds carry an interest rate of 6% and 4%, and are due and payable on the one year anniversary date of the original loans. The Company started production of its product line through our founder, Ms. Jones’s, efforts as well as through the continued efforts of consulting firms working with us on an as “needed basis.” Ms. Jones provides ‘as needed’ services to the Company in its pursuit of continued development of products and formulas. We do not have a written agreement with Ms. Jones. We currently spend between $3,000 and $4,000 per month in operational expenses. We generate limited revenues from the sale of products, and most of our expenses will be accrued or deferred until sufficient financing is obtained. No assurances can be given that we will be able to receive to continue our operations beyond a month-to-month basis.


Because we have only recently commenced business operations, we face a high risk of business failure.


We were formed in June 2011. Most of our efforts to date have been related to developing our business plan, creating and modifying formulas which will make up our E-Scentual product line, beginning our business activities and completing our public offering. Through March 31, 2014, we had limited operating revenues and have distributed primarily samples of our products to potential customers or end-users. We face a high risk of business failure. The likelihood of the success of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which the Company will operate. There can be no assurance that future revenues from sales of the Company’s products and services will occur or be significant enough or that we will be able to sell its products and services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of the Company’s products and the successful implementation of its planned growth strategy.


We operate in a highly competitive direct response market and retail environment and face a high risk of business failure or at the very least a competitive disadvantage.


We are aware of many competitors to our skin care collection, many of which are more established and have significantly more financial resources than we do. Our success in this industry will be largely dependent on our ability to educate the consumer as to why our product will be better than our competition’s and establish the consumer’s need for our intended products. Our ability to compete effectively in this industry also depends on our ability to be competitive in pricing, servicing and performance.


Because we will be dependent on advertising and marketing firms, we will be at a competitive disadvantage to companies having greater resources to pay larger fees.


We will require aggressive efforts in placing quality advertisements for our budgeted price that will reach the expected number of consumers. We do not know if we will be able to obtain optimal advertising placement within our projected budget or will even find advertising placement.


Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.


Any revenues and operating results are likely to vary significantly from quarter to quarter because our industry experiences seasonal fluctuations, which reflect seasonal trends for health and beauty products.


We expect that our results will vary significantly in the future because of a number of reasons, including:


·

Our ability to establish acceptance and usage of our products,

·

Our ability to contract with competent manufactures and appropriate wholesalers and retailers,

·

Costs related to future growth and capital investment,

·

Results of strategic agreements with companies that may supply and produce our products,

·

Our ability to attract, retain and motivate qualified personnel.


We have commenced only limited revenue producing activities so we have no direct experience with seasonality. However, we understand that other entities in our industry have experienced seasonal impacts. Many skin products sell better during the summer months because of the impact on skin from the exposure to sun and others during the winter months because of the dryness associated with winter weather.



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Because of these fluctuations and uncertainties, our operating results may fail to meet the expectations of investors. If this happens, any trading price of our common stock, if and when a trading market is established for our stock, would almost certainly be materially adversely affected.


There is no guarantee that our products will be accepted by consumers.


The market acceptance of skincare and cosmetic products varies significantly and cannot be predicted. Factors that may cause a skincare and cosmetic product to be accepted or rejected by consumers include price, quality of ingredients, effectiveness, packaging, availability, advertising, and numerous other intangible factors. Consumer demand for our proposed products also may be affected by word of mouth testimonials, fads, and general consumer trends. Since we have not consumer test marketed our products, we are not certain if any of our products will appeal to our target consumer market. While we have distributed samples of our products the targeted consumer market could be quite different from the end-users that have used our samples to date. There can be no assurance that any of our products will gain broad acceptance among consumers. Unless we can achieve a sufficient following of consumers who purchase our products, we will not operate profitably and may have to cease our operations. No assurance can be given that any of our products will achieve sufficient consumer acceptance.


We will be dependent on programs designed by independent advertising and marketing firms.


The Company will require aggressive efforts in placing quality advertisements that will reach our target audience of potential consumers. We do not know if we will be able to obtain optimal advertising placement given the likelihood of an extremely limited budget.


The ability to obtain prime advertising slots in various forms of media (online, print, radio, television, etc.) will be reliant upon the expertise and capabilities of the advertising and marketing firms that we may work with, as well as what the available budget is to initiate a marketing campaign.


There are no assurances that we will obtain sufficient financing or resources to enter into agreements with advertising or marketing firms.


We will face competition from companies with significantly greater resources and name recognition.


The skincare and cosmetic products business is highly competitive. We compete with hundreds of large and small cosmetics companies, including such companies as L’Oreal S.A., Procter & Gamble, Estée Lauder and numerous other multi-national manufacturers. Most of our competitors market products that are well known and trusted by the consumer marketplace. Since virtually all of our competitors have significantly greater financial and other resources than we do, our competitors have the ability to spend more aggressively on advertising and marketing, spend more on product development and testing, and have more flexibility than we do to respond to changing business and economic conditions. Competition in the skincare business is based on pricing of products, the quality of the products, innovation, perceived value, promotional activities, advertising, new product introductions, name recognition, and other factors. It is difficult for us to predict how we will be able to effectively compete with our competitors’ actions in these areas. As a result, they may be better able to respond or adapt to new or emerging technologies and changes in client requirements or to devote greater resources to the development, marketing and sales of their services than the Company. There can be no assurance that the Company will be able to compete successfully. In addition, the Company will be faced with numerous competitors, both strategic and financial, in attempting to obtain competitive products. Many actual and potential competitors we believe are part of much larger companies with substantially greater financial, marketing and other resources than the Company, and there can be no assurance that the Company will be able to compete effectively against any of its future competitors.


We will have to rely on third parties to manufacture our products who may not perform to our standards or timeline.


Our business plan assumes that we will have our products manufactured by one or more third-party manufacturing companies on a contract basis. No contractual arrangement is currently in place. We will seek to enter into agreements with third-party manufacturers to manufacture both the ingredients and the containers for our products. We will be dependent on the timeliness and effectiveness of their efforts.



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Failure or lack of reliability in the manufacture of our products is likely to result in loss of business. Among other risks:


·

Our products may fail to provide the expected results,

·

We may experience limited availability of quality ingredients for manufacturing,

·

We may experience poor quality manufacturing,

·

Our products may have new competition from other companies attempting to duplicate our formulas, and

·

Our customers could experience results different from our test results.


There are no assurances that we will obtain sufficient financing or resources to enter into agreements with manufacturers.


We have no patent protection and may not be able to protect our proprietary rights.


Our ability to compete successfully will depend, in part, on the quality and uniqueness of our products. Although we intend to have trademark protection for our “E-Scentual” brand, we have no product patent protection for any of our proposed products or any of the ingredients or compounds used in our products. We may claim proprietary rights in various unpatented technologies, know-how and trade secrets relating to our products and manufacturing processes, and we intend to protect our proprietary rights in our product formulas and operations through contractual obligations with consultants and vendors. However, because we do not currently have patent protection on any of our products or compounds, other companies can attempt to compete with us by imitating our products. We cannot guarantee the adequacy of the protections we intend to take to protect our proprietary rights, or that our competitors will not independently develop or produce products or processes that are substantially equivalent or superior to our products or processes.


While we will attempt to protect our proprietary information as trade secrets through agreements with each of our employees, licensing partners, consultants, agents and other organizations to which we disclose our proprietary information, we cannot give any assurance that these agreements will provide effective protection for our proprietary information in the event of unauthorized use or disclosure of such information.


We may be subject to product liability claims.


The development, manufacture and sale of skincare and cosmetic products expose us to the risk of damages from product liability or other consumer claims. Although each of our proposed products will be subject to industry accepted product tests to reduce the likelihood of any successful product liability claim against us, no assurance is given that we will not be subject to product liability claims in the future. We intend to obtain and maintain product liability insurance for liabilities arising from the use of our products when they enter the marketplace assuming that we have sufficient funds therefore. Additionally, we intend to use manufacturers of our products that maintain appropriate levels of liability insurance. If we are unable to locate or engage manufacturers of our products that maintain or will agree to maintain appropriate levels of liability insurance, we may be at risk for product liability claims. A successful claim in excess of our products liability coverage, if any, could have a materially adverse effect on our business, financial condition and results of operations.


There are significant potential conflicts of interest.


Our key personnel are required to commit time to our affairs and, according­ly, these individual(s) (particularly our president) may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, certain key personnel (particularly our president) may become aware of business opportu­nities which may be appropriate for presenta­tion to us, as well as the other entities with which they are affiliated. As such, there may have con­flicts of interest in determining to which entity a particular business opportunity should be presented.


In an effort to resolve such potential conflicts of interest, we entered into a written agreement with Ms. Jones, our founder, specifying that any business opportunities that she may become aware of independently or directly through her association with us (as opposed to disclosure to her of such business opportunities by management or consultants associated with other entities) would be presented by her solely to us.


We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.



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Because we continue to have nominal assets and had no revenue prior to January 1, 2013, we are considered a "shell company" and subject to more stringent reporting requirements.


The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Our balance sheet reflects that we have no cash or any other tangible asset and, therefore, we are defined as a shell company. The new rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans. However, the new rules do not prevent us from registering securities pursuant to S-1 registration statements. Additionally, the new rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. If an acquisition is undertaken (of which we have no current intention of doing), we must file a current report on Form 8-K containing the information required pursuant to Regulation S-K within four business days following completion of the transaction together with financial information of the acquired entity. In order to assist the SEC in the identification of shell companies, we are required to check a box on Form 10-Q and Form 10-K indicating that we were a shell company. To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing a merger or acquiring other assets. The SEC adopted a new Rule 144 effective February 15, 2008, which makes resales of restricted securities by shareholders of a shell company more difficult.


Following the effective date of our Registration Statement, which went effective on June 19, 2012, we became subject to the periodic reporting requirements of Section 15(d) of the Exchange Act require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs reduce or eliminate our ability to earn a profit.


Following the effective date of our registration statement, which occurred on June 19, 2012, we are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.


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


Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:


·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.


Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.



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The costs of being a public company could result in us being unable to continue as a going concern.


As a public company, we have to comply with numerous financial reporting and legal requirements, including those pertaining to audits, quarterly reporting and internal controls. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs through the normal course of business which would result in our being unable to continue as a going concern.


Having only one director limits our ability to establish effective independent corporate governance procedures and increases the control of our president and chief executive officer.


We have only one director who also serves as president, and chief executive officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, currently a vote of board members is decided in favor of the chairman, which gives him complete control over all corporate issues.


Until we have a larger board of directors that would include independent members, if ever, there will be limited oversight of our president, and chief executive officer’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.


Risks Related to Our Common Stock


Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.


We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized (100,000,000) shares but unissued (90,000,000) shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, further diluting common stock book value, and that dilution may be material.


The interests of shareholders may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of our company.


Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of our company.


Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.


Our Articles of Incorporation at Article XI provide for indemnification as follows: "No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer: (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law; or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification."



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We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.


Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.


Through the date of this quarterly report, there has been no established trading market for our common stock, and likely in the near future no established public market will be created for our securities. Our application to quote the shares of our common stock on the OTCBB, maintained by FINRA, has been approved along with our stock currently quoted on the OTCQB.  There can be no assurances as to whether:


(i)

any market for our shares will develop;

(ii)

the prices at which our common stock will trade; or

(iii)

the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.


While we were recently approved with the Depository Trust Company ("DTC") in permitting our shares to be traded electronically, no market or electronic trading of our shares has occurred. If an issuer is not “DTC-eligible,” its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded between accounts, technically the shares can be traded manually but this takes days and is not a realistic option for companies relying on broker dealers for stock transactions - like all companies on the OTCBB and OTCQB. While DTC-eligibility is not a requirement to trade on the OTCBB or the OTCQB, it is a necessity to process trades on the OTCBB and the OTCQB if a company’s stock is going to trade with any volume or consistency.


In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.


Because of the anticipated low price of our common stock, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.


We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.


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



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In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period is irrevocable.


Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.


The trading of our securities, if any, will be on the OTCBB as maintained by FINRA and the OTCQB as maintained by the OTC Markets Group. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.


Rule 3a51-1 of the Exchange Act establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediate foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.


For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.


The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:


·

the basis on which the broker or dealer made the suitability determination, and

·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.


Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.


Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.



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The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.


Company’s management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:


·

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

·

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;

·

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.


Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.


There is currently no established market for our common stock, and there can be no assurance that any established market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered through our effective Form S-1 have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions may prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions but may not offer one to us if we are considered to be a shell company at the time of application (even though we believe that we are not a shell company as of the date of this Report)) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.


Our board of directors (consisting of one person, our president, and chief executive officer) has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.


Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.



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The vast majority of our presently issued and outstanding common shares are restricted under Rule 144 of the Securities Act, as amended. When the restriction on any or all of these shares is lifted, and the shares are sold in the open market, the price of our common stock could be adversely affected.


Of the 10,000,000 presently issued and outstanding shares of common stock, 7,500,000 shares are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144 provides in essence that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six (6) months if purchased from a reporting issuer or twelve (12) months (as is the case herein) if purchased from a non-reporting company, may, under certain conditions, sell all or any of her shares without volume limitation, in brokerage transactions. Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock every three months. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.


We do not expect to pay cash dividends in the foreseeable future.


We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.


Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.


The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.


Because none of our directors (currently one person) are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.


We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.



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You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.


As of the effective date of our registration statement (June 19, 2012), we became subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and material events) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 500 shareholders and do not file a registration statement on Form 8A (of which we have no current plans to file). If this occurs after the first year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. We may still be required to deliver periodic reports to security holders, however, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act. Previously, a company with more than 500 shareholders of record and $10 million in assets had to register under the Exchange Act. However, the JOBS Act raises the minimum shareholder threshold from 500 to either 2,000 shareholders of record or 500 shareholders of record who are not "accredited investors" (or 2,000 shareholders of record in the case of banks and bank holding companies). The JOBS Act excludes securities received by employees pursuant to employee stock incentive plans for purposes of calculating the shareholder threshold. This means that access to information regarding our business and operations will be limited.


For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.


ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


None for the period ending March 31, 2014


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES


None


ITEM 4 – (REMOVED AND RESERVED)


ITEM 5 - OTHER INFORMATION


None



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ITEM 6 – EXHIBITS


B-Maven, Inc. includes by reference the following exhibits:


#2

 

Stock Purchase Agreement between Four Hawks Management Co. and Anna C. Jones, dated April 26, 2013

*3.1

 

Articles of Incorporation

*3.2

 

By-Laws

*10.1

 

Agreement between B-Maven, Inc., and its former counsel

*10.2

 

Agreement regarding Conflict of Interest

**10.3

 

Termination Agreement between B-Maven, Inc., and Gary B. Wolff, P.C.

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

 

INS XBRL Instance Document

101

 

SCH XBRL Taxonomy Extension Schema

101

 

CAL XBRL Taxonomy Extension Calculation Linkbase

101

 

DEF XBRL Taxonomy Extension Definition Linkbase

101

 

LAB XBRL Taxonomy Extension Labels Linkbase

101

 

PRE XBRL Taxonomy Extension Presentation Linkbase


# Filed on Form 10-K for the year ended June 30, 2013, dated October 3, 2013

* Filed with the SEC on August 18, 2011 as part of our Registration Statement on Form S-1 and incorporated herein by reference
** Filed with the SEC on April 6, 2012 as part of our Registration Statement on Form S-1 Pre-effective Amendment #4 and incorporated herein by reference




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.



Dated: May 12, 2014

B-MAVEN, INC.

(the registrant)


By: /s/ Restituto S. Cenia                                

By: Restituto S. Cenia, Jr., President, CEO, Principal Executive Officer, Treasurer, Chairman, Principal Financial Officer and Principal Accounting Officer





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