UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended June 30, 2014

      .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 Katingdig Avenue, Quezon City, Metro Manila Philippines		(63)(914) 215 6799
(Address of principal executive offices)		(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $0.001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes      . No  X .

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  X . No      .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X . No      .

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by the price at which common equity was last sold: $25,000 as of December 31, 2013.

The number of shares of the registrant’s common stock outstanding as of September 16, 2014 was 10,000,000 shares.

Documents incorporated by reference: None

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Table of Contents

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

·

the risks and other factors described under the caption “Risk Factors” under Item 1A of this Annual Report on Form 10-K;

·

the integration of acquired or developed products into our operations;

·

general economic and business conditions;

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industry trends;

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our assumptions about consumer acceptance, overall market penetration and competition from of alternative products;

·

our funding requirements; and

·

availability, terms and deployment of capital.

Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

This Annual Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this Annual Report are made as of the date of this Annual Report and should be evaluated with consideration of any changes occurring after the date of this Annual Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as otherwise indicated by the context, references in this report to “Company”, “B-Maven”, “we”, “us” and “our” are references to B-Maven, Inc. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.

PART I

ITEM 1. BUSINESS

History

B-Maven, Inc. was incorporated under the laws of the State of Nevada on June 24, 2011, and acquired product formulations and raw materials to produce sample products from Ms. Anna C. Jones, our founder. We currently have one employee, Mr. Restituto S. Cenia Jr., who serves as the Chairman of the board, a Director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer.

The Company issued 5,000,000 shares of its common stock to Ms. Jones on June 27, 2011 in exchange for organizational costs/services incurred upon its incorporation. These costs/services were valued at $5,000. Following our formation, we issued an additional 2,500,000 shares of our common stock to Ms. Jones, in exchange for product formulas and raw materials to produce sample products. The cost incurred by Ms. Jones for the product formulations and product samples along with professional services incurred in preparing the foregoing was approximately $2,500 which is the value placed upon the shares issued to Ms. Jones.

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The Company on August 1, 2012 completed its 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.

On April 26, 2013, Ms. Anna C. Jones, a former officer and our founder, and Four Hawk Management Co. (“Four Hawk”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Ms. Jones agreed to sell to Four Hawk an aggregate amount of 7,500,000 shares of common stock of the Company owned at the time by Ms. Jones (the “Shares”). The Shares represented 75% of the issued and outstanding shares of the Company’s common stock.

Pursuant to the terms of the Purchase Agreement, on May 14, 2013 (the “Closing Date”), (i) the existing sole director (Ms. Jones) appointed the designee of Four Hawk, Mr. Restituto S. Cenia, Jr., to serve as Chairman of the Board, a Director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and (ii) Ms. Jones resigned from her positions as the sole officer and the sole director of the Company, effective the Closing Date. As a result of these transactions, control of the Company passed to Four Hawk. As of the Closing Date, the Shares acquired by Four Hawk constituted 75% of the issued and outstanding common stock of the Company.

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.

Description of 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 will combine 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 the general health, well-being and increased vitality for the user in great looking skin. The Company is currently developing and testing its own products through the skills of its president, engaging in discussions with potential suppliers, vendors, and distributors that could eventually help establish and sell our products into the marketplace. To date no saleable product or sales have been generated from these development efforts. We believe that B-Maven’s products, when available, will stimulate cell renewal, prevent and reduce the appearance of wrinkle and fine lines, dark circles, spider veins, rosacea, varicose veins and reduce under eye puffiness. Our initial internal observations based on limited product development procedures and product testing primarily in the San Diego area has shown these effects. However, we cannot guarantee that our products, once developed will 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, natural botanicals and other native ingredients that provide nourishment to the skin. These formula blends rapidly penetrate 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 the E-Scentual formula derived sample products.

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Plan of Operation

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 an effective beauty treatment. B-Maven owns the rights to its intellectual property, E-Scentual, what we believe to be an anti-aging formula that is the main ingredient in the E-Scentual Skin Care Collection.

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 (which we have done); 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.

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Despite the aforementioned, in order to execute on our plan, we must seek additional financing and our ability 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)

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

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

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

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market prospecting and outside sales professional training

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

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interactive Web applications for real-time content capture and delivery

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leverage progressive formula development from existing and potential:

o

sources – tester and sample users

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manufacturing – building with world class efforts and quality control

o

clients, prospects, suppliers, partners, stakeholders

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

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

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

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

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targeted one to one delivery with retail operations using distributors

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

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simple system-to-system exchanges for routine transactions

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

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

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advanced system-to-system exchanges for all transactions

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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.

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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

On May 14, 2013, Mr. Restituto S. Cenia Jr. was appointed as Chairman of the Board, a Director, President and Chief Executive Officer, Chief Financial Officer, as well as Secretary and Treasurer of the Company. There is no written employment contract or agreement in place with Mr. Cenia as of the date of this Report.  

WHERE YOU CAN GET ADDITIONAL INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. You can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

We are not currently required to deliver an annual report to our security holders and do not expect to do so for the foreseeable future.

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 Report, 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 June 30, 2014. We have negative working capital of $44,360 and a stockholders’ deficit of $31,759 at June 30, 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, 2014 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. During the year ended June 30, 2014 we received funding from our president and chief executive officer, Mr. Cenia, for working capital needs. Two of the loans carry an interest rate of 6% and 4%, and are due and payable on the one year anniversary date of the original loans. Three additional loans carry no interest rate and are due and payable on the one year anniversary date. The Company started production of its product line through its 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 June 30, 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:

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Our ability to establish acceptance and usage of our products,

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

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Costs related to future growth and capital investment,

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

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Our ability to attract, retain and motivate qualified personnel.

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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.

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 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.

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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.

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

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Our products may fail to provide the expected results,

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We may experience limited availability of quality ingredients for manufacturing,

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We may experience poor quality manufacturing,

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

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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) 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.

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In an effort to resolve such potential conflicts of interest, we entered into a written agreement with Ms. Jones 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.

Because we continue to have nominal assets and 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 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 re-sales 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 which requires 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 effects 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.

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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.

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.

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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.”

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 Report (annual report filed on Form 10-K), 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.

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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.

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.

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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.

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) 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.

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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.

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 an independent audit or a compensation committee. As a result, 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.

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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.

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 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The Company utilizes space provided by Mr. Cenia, our chief executive officer 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.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for our Common Stock

Our common stock is not listed on any stock exchange. Although our common stock is currently quoted on the OTCBB and OTCQB under the symbol “BMAV,” there is no established public market for shares of our common stock, and no trades of our common stock have taken place on the OTCBB or OTCQB. Any quotations reflect interdealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Year ended June 30, 2014		High		Low
First quarter	$	0.01	$	0.01
Second quarter	$	0.01	$	0.01
Third quarter	$	0.01	$	0.01
Fourth quarter	$	0.01	$	0.01

Shareholders of Record

As of September 16, 2014, an aggregate of 10,000,000 shares of our common stock were issued and outstanding and owned by 18 shareholders of record.

 

Recent Sales of Unregistered Securities

None.

Repurchase of Equity Securities

We have no plans, programs or other arrangements in regards to repurchases of our common stock.

Dividends

We have not since June 24, 2011 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors (the “Board”) and will depend upon our results of operations, financial condition, tax laws and other factors as the Board, in its discretion, deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans

 

None.

Use of Proceeds from Sale of Registered Securities

 

Our Registration Statement on Form S-1 (Reg. No. 333-176376) in connection with the sale by us of up to 2,500,000 shares of common stock for $0.01 per share, was declared effective by the SEC on June 19, 2012.  The following information was reported by us in our annual report (Form 10-K) dated for the period ended June 30, 2013:

		Shares		Amount
Aggregate Sold		2,500,000	$	25,000
Net Proceeds			$	25,000

The net proceeds from our offering were used for general working capital purposes.

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No payments for expenses were made directly or indirectly to (i) any of our directors, officers or their associates, (ii) any person(s) owning 10% or more of any class of our equity securities or (iii) any affiliates with the funds raised in the offering, which funds we have not officially accepted or used to date. The offering was conducted in a best efforts, no minimum, direct public offering without involvement of underwriters or broker-dealers and the Company did not pay any commissions in connection with the sale of the shares. The Company completed its offering during fiscal year ending June 30, 2013, more specifically on August 1, 2012.

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data to our financial statements located elsewhere in this Annual Report on Form 10-K is not required for smaller reporting companies under Article 8 Regulation S-X.

ITEM 7. 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K (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. was incorporated under the laws of the State of Nevada on June 24, 2011, and acquired product formulations and raw materials to produce sample products from Ms. Anna C. Jones, our founder. We currently have one employee, Mr. Restituto S. Cenia Jr., who serves as the Chairman of the board, a Director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer.

The Company issued 5,000,000 shares of its common stock to Ms. Jones on June 27, 2011 in exchange for organizational costs/services incurred upon its incorporation. These costs/services were valued at $5,000. Following our formation, we issued an additional 2,500,000 shares of our common stock to Ms. Jones, in exchange for product formulas and raw materials to produce sample products. The cost incurred by Ms. Jones for the product formulations and product samples along with professional services incurred in preparing the foregoing was approximately $2,500 which is the value placed upon the shares issued to Ms. Jones.

The Company on August 1, 2012 completed its 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.

On April 26, 2013, Ms. Anna C. Jones, a former officer and our founder, and Four Hawk Management Co. (“Four Hawk”) entered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which Ms. Jones agreed to sell to Four Hawk an aggregate amount of 7,500,000 shares of common stock of the Company owned directly by Ms. Jones (the “Shares”). The Shares represented 75% of the issued and outstanding shares of the Company’s common stock.

Pursuant to the terms of the Purchase Agreement, on May 14, 2013 (the “Closing Date”), (i) the existing sole director (Ms. Jones) appointed the designee of Four Hawk, Mr. Restituto S. Cenia, Jr., to serve as Chairman of the Board, a Director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and (ii) Ms. Jones resigned from her positions as the sole officer and the sole director of the Company, effective the Closing Date. As a result of these transactions, control of the Company passed to Four Hawk. As of the Closing Date, the Shares acquired by Four Hawk constituted 75% of the issued and outstanding common stock of the Company.

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We are a development stage company and have no financial resources. We have not established or attempted to establish a source of equity or debt financing. 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 are at the very earliest of stages in development of our business plan. We have a significant amount of work that needs to be completed and funds that need to be raised in order to compete within this marketplace.

Results of Operations for the Fiscal Years ended June 30, 2014 and June 30, 2013

Our operating results for the fiscal years ended June 30, 2014 and June 30, 2013 are summarized as follows:

		Period ended		Period ended
		June 30, 2014		June 30, 2013
Revenue	$	7,707	$	1,755
Costs of goods sold		924		318
Sample/marketing expense		304		726
Consulting and other expense		29,948		33,737
Amortization expense		–		1,250
Organization expenses		–		–
Other income/(expense)		(889)		55,638
Net income/(loss)	$	(25,158)	$	20,562

Revenues

The Company generated limited revenues for the fiscal year ended June 30, 2014 of $7,707 and $1,755 for the fiscal year ended June 30, 2013. Cost of goods sold for the fiscal year ended June 30, 2014 was $924 and $318 for the fiscal year ended June 30, 2013. Gross margin from the sale of product was $6,783 or 88.0% for the fiscal year ended June 30, 2014. Gross margin from the sale of product was $1,437 or 81.9% for the fiscal year ended June 30, 2013. The Company recognized its first sales of product during December 2012.

Expenses

Sample/marketing expense

Sample and marketing related expenses were $304 and $726, respectively, for the fiscal years ended June 30, 2014 and June 30, 2013. Sample and marketing expenses are costs incurred in producing sample products and the placement of samples with potential marketing partners, customers, distributors and retail establishments. During 2012 the Company received its first orders of products for sale and limited distribution. Sample product is recorded at cost and removed from inventory.

Consulting and other expense

Consulting and other expenses were $29,948 and $33,737, respectively, for the fiscal years ended June 30, 2014 and June 30, 2013. Consulting fees during the fiscal year ended June 30, 2014 totaled $12,509 incurred on behalf of developing our various products, and preparing packaging, labeling and marketing plans in order to bring our products to market as compared to $15,700 during the fiscal year ended June 30, 2013. During the fiscal year ended June 30, 2014 we incurred other operating expense of $7,439 which was primarily administrative costs of our business not related to our offering as compared to $9,537 during the fiscal year ended June 30, 2013. During the fiscal year ended June 30, 2014 we incurred audit and accounting expense of $10,000 as compared to $8,500 during the fiscal year ended June 30, 2013. During fiscal year ended June 30, 2013 we capitalized a portion of these costs as well as certain legal costs associated with our offering as deferred offering costs and offset these costs against additional paid in capital. Over the years we expect to incur further significant legal and accounting, and other professional fees due to our public reporting requirements, as well as additional development costs of our products in order to be brought to market. These costs will require us to seek additional financing.

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Amortization expense

During fiscal year ended June 30, 2013, we amortized our product formulas and product samples that were purchased from our founder. We recognized $1,250 in amortization expense for the fiscal year ended June 30, 2013 as compared to none for the fiscal year ended June 30, 2014. We amortized these costs over 24 months. Product formulas and product samples have a net balance of $0 as of June 30, 2014.

Other income/(expense)

During the fiscal year ended June 30, 2013, we recognized debt forgiveness from several lenders upon the change in control of the Company and the sale of our founder’s ownership interest. This included both legal fees and working capital costs that we funded through these loans. We recognized $55,638 in gain on relief of debt for the fiscal year ended June 30, 2013 as compared to none for the fiscal year ended June 30, 2014. We believe this to be a one-time event for the Company and do not believe that we will be able to settle debt or obtain relief from debt in this fashion in the future.

During the fiscal year ended June 30, 2014, we recognized interest expense of $889, as compared, to none for the fiscal year ended June 30, 2013. Interest expense is associated with related party loans with our Chief Executive Officer and President, Mr. Cenia. Both loans are due and payable in September 2014.

Net Loss

We recognized a net loss of $25,158 for the fiscal year ended June 30, 2014 as compared to net income of $20,562 for the fiscal year ended June 30, 2013. Net income and net loss for the fiscal years ended June 30, 2014 and June 30, 2013, respectively, included various costs associated with product development which are not capitalized.

Liquidity and Capital Resources

As of June 30, 2014 and 2013, we had $0 in cash and cash equivalents. As of June 30, 2014, we had a working capital deficit of $44,360 and a deficit accumulated during the developmental stage of $31,759. While we are attempting to generate additional revenues by marketing and distributing our skin care products, our cash position is not significant enough to support our daily operations. Management believes that the actions presently being taken to further refine its business plan and produce inventory to generate revenues provide the opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate sufficient revenues and in our ability to raise additional funds, there can be no assurances that we will accomplish either. Our ability to continue as a going concern is dependent upon our ability to achieve profitable operations or obtain adequate financing.

As of June 30, 2014, we owed $4,979 in connection with other professional services related to general business expenses. 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 June 30, 2014, we had outstanding loans from our founder or at the date of this Report an unrelated party of $619. During the fiscal year ended June 30, 2013 certain debts were forgiven as part of the change in control and sale of ownership interest by our founder. As of June 30, 2014 our Chief Executive Officer and President, Mr. Cenia, lent approximately $40,000 to the Company to cover its working capital costs. Two of the loans are due and payable in September 2014, and two others are due and payable upon the one year anniversary of the loans. The Company subsequent to fiscal year end June 30, 2014, the Company borrowed another $12,000 in funds for working capital expenditures. There are no other significant liabilities recorded at June 30, 2014.

On May 14, 2013, we experienced a change in control. With the change in control certain liabilities of the Company were forgiven by various parties or paid for on behalf of the Company by our founder, former president and former chief executive officer, Ms. Jones. These liabilities approximated $56,000 of which $19,500 were owed to our former legal counsel for his services in our registered offering. The Company as of the date of this Annual Report has recorded liabilities of approximately $10,000. No other significant liabilities have been incurred by the Company from June 30, 2014 through the date of this Report.

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 we 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, 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 these costs will approximate $50,000 per year and may be significantly higher if our business volume and transactional activity increases but may be lower during our first year of being public because our overall business volume (and financial transactions) should be lower. These obligations will certainly 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.

Net cash provided by (used in) operating activities

Net cash used in operating activities for the fiscal year ended June 30, 2014 was $34,474 compared to net cash used in operating activities of $10,925 for the fiscal year ended June 30, 2013. The increase in cash used in operating activities was primarily due to a net loss of $25,158 and a decrease in our accrued expenses of $9,435, offset by a negligible decrease in inventory of $119.

Net cash provided by (used in) investing activities

Net cash used in investing activities for the fiscal years ended June 30, 2014 and 2013 was $0.  

Net cash provided by financing activities

Net cash provided by financing activities for the fiscal year ended June 30, 2014 was $34,474. Cash provided by financing activities for the fiscal year ended June 30, 2013 was $11,242. This increase in cash provided by financing activities was as a direct result of net proceeds from borrowings from a related party of $33,855, along with proceeds of $619 in net borrowings from an unrelated party.

23

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Significant Accounting Policies

The Company’s financial statements and related public financial information are based on the application of GAAP. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.

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.

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.

On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act), which establishes a new category of issuer called an emerging growth company (EGC). Under the JOBS Act, an EGC is defined as an issuer with total annual gross revenues less than $1 billion during its most recently completed fiscal year. An issuer continues to be eligible for EGC status until the earliest of (1) the last day of the fiscal year during which it had total annual gross revenues of $1 billion or more (as indexed for inflation in the manner set forth in the JOBS Act), (2) the last day of the fiscal year of the issuer following the fifth anniversary of the date of its IPO, (3) the date on which it issued more than $1 billion in non-convertible debt in the previous three-year period, or (4) the date on which it became a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934.

The JOBS Act exempts an EGC from the following requirements during the period of eligibility:

·

Having an independent auditor assess its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. However, an EGC would still have to comply with the Section 404(a) requirement that management assess its internal control over financial reporting, generally beginning with its second annual report on Form 10-K.

·

Adopting new or revised accounting standards that are effective for public companies. Instead, the effective dates of such accounting standards for private companies would apply.

·

Complying with “say-on-pay” vote requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act. An EGC would satisfy executive compensation disclosures in a manner consistent with a smaller reporting company.

·

Complying with future changes to PCAOB auditing standards related to mandatory audit firm rotation and an Auditors Discussion & Analysis statement (if adopted). Other new standards would not apply to audits of EGCs unless the SEC decides that they should after considering the protection of investors and whether the action will promote efficiency, competition and capital formation.

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With the exception of the treatment for accounting standards, each of these exemptions is voluntary and an EGC may choose to operate as an EGC as it deems appropriate. Section 107(b) of the JOBS Act permits an EGC to “opt out” of the exemption to adopt new or revised accounting standards when they are effective for private companies and instead apply such standards on the same basis as a public company. Under section 107(b)(3), such decision to opt-out is irrevocable, and the EGC must continue to comply with such standards to the same extent that a public company is required for as long as the company remains an EGC.

Under the JOBS Act, we meet the definition of an EGC. During the period we continue to be eligible for EGC status, we will apply new or revised accounting standards following the effective date for private companies.

Seasonality

We have not noted a significant seasonal impact in our business (or businesses like ours) although having just commenced operations it is too early to tell.

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.

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.

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 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

B-MAVEN, INC.

JUNE 30, 2014

		Page
Report of Independent Registered Public Accounting Firm		F-1
Financial Statements for the years ended June 30, 2014 and 2013 and for the period June 24 2011(inception) through June 30, 2014:
Balance Sheets		F-2
Statements of Operations		F-3
Statement of Stockholders’ Equity (Deficit)		F-4
Statements of Cash Flows		F-5
Notes to Financial Statements		F-6

25

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PLS CPA, A PROFESSIONAL CORP.

t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t

t TELEPHONE (858)722-5953 t FAX (858) 761-0341  t FAX (858) 433-2979

t E-MAIL changgpark@gmail.com t

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

B-Maven, Inc.

We have audited the accompanying balance sheets of B-Maven, Inc. (A Development Stage “Company”) as of June 30, 2014 and 2013, and the related statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended June 30, 2014 and 2013 and the period from June 24, 2011 (inception) to June 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of B-Maven, Inc. as of June 30, 2014 and 2013, and the result of its operations and its cash flows for the years ended June 30, 2014 and 2013 and period from June 24, 2011 (inception) to June 30, 2014 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ PLS CPA

PLS CPA, A Professional Corp.

September 16, 2014

San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

F-1

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B-MAVEN, INC.

(a Development Stage Company)

Balance Sheets

		June30, 2013		June 30, 2013
ASSETS
CURRENT ASSETS:
Cash	$	-	$	-
Inventory		93		212
Total Current Assets		93		212
OTHER ASSETS:
Deferred offering costs		-		-
Intangible asset – Product formulas, net		-		-
Total Other Assets		-		-
TOTAL ASSETS	$	93	$	212
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accrued expenses	$	4,979	$	14,414
Sales revenue received in advance		5,000		5,000
Loans – related party		33,855		-
Loans – unrelated parties		619		-
TOTAL LIABILITIES		44,453		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		(31,759)		(6,601)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(44,360)		(19,202)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	93	$	212

See notes to the financial statements.

F-2

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B-MAVEN, INC.

(a Development Stage Company)

Statements of Operations

		For the year ended June 30, 2014		For the year ended June 30, 2013		For the period June 24, 2011 (inception) through June 30, 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		29,948		33,737		80,945
Amortization expense		-		1,250		2,500
Organization expenses		-		-		5,665
Total Expenses		30,252		35,713		93,128
Other Income/(Expense):
Interest expense		(889)		-		(889)
Gain on relief of debt		-		55,638		55,638
Total Other Income/(Expense)		(889)		55,638		54,749
Net Income/(Loss) before income tax		(24,358)		21,362		(30,159)
Provision for income tax		800		800		1,600
Net income/(loss)	$	(25,158)	$	20,562	$	(31,759)
Basic and diluted income/(loss) per share	$	(0.00)	$	0.00
Weighted average common shares outstanding - basic and diluted		10,000,000		9,780,822

See notes to the financial statements.

F-3

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B-MAVEN, INC.

(a Development Stage Company)

Statement of Stockholders’ Equity (Deficit)

		Common Stock		Common Stock Amount		Additional Paid-in-capital		Deficit Accumulated During Development Stage		Total
Balance - June 24, 2011 (date of inception)		-	$	-	$	-	$	-	$	-
Shares issued for organizational costs on June 27, 2011		5,000,000		5,000		-		-		5,000
Shares issued to acquire product formula and samples on June 27, 2011		2,500,000		2,500		-		-		2,500
Net (loss)		-		-		-		(5,665)		(5,665)
Balance - June 30, 2011		7,500,000		7,500		-		(5,665)		1,835
Net (loss)		-		-		-		(21,498)		(21,498)
Balance - June 30, 2012		7,500,000		7,500		-		(27,163)		(19,663)
Shares issued for cash		2,500,000		2,500		22,500		-		25,000
Expenses charged to capital upon completion of offering		-		-		(46,439)		-		(46,439)
Debt forgiveness from shareholder		-		-		1,338		-		1,338
Net income		-		-		-		20,562		20,562
Balance - June 30, 2013		10,000,000		10,000		-		(6,601)		(19,202)
Net (loss)		-		-		-		(25,158)		(25,158)
Balance - June 30, 2014		10,000,000	$	$10,000	$	(22,601)	$	(31,759)	$	(44,360)

See notes to the financial statements.

F-4

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B-MAVEN, INC.

(a Development Stage Company)

Statements of Cash Flows

See notes to the financial statements.

F-5

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B-MAVEN, INC.

(a Development Stage Company)

Notes to the Financial Statements

June 30, 2014

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, our founders cost.

The Company has generated limited revenues from its planned principal 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

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 and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

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.

F-6

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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 for 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.

For the year ended period ended June 30, 2013 we recognized $1,250 in amortization expense. Our product formulas and samples were placed in service on July 1^st, 2011. We amortized these costs over twenty four (24) months and as of June 30, 2014 the intangible assets were fully amortized.

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 $44,360 and a deficit accumulated during the development stage of $31,759 at June 30, 2014. As of June 30, 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.

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.

F-7

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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 June 30, 2014, there are 10,000,000 shares of common stock issued and outstanding.

NOTE 5 – LOANS - RELATED PARTY

As of June 30, 2014 the Company had $33,855 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. Additional loans amounting to $12,855, in the aggregate, are unsecured and carry no interest rate and are due and payable upon demand.

The Company recorded accrued interest expense of $889 and none, for the years ended June 30, 2014 and 2013, respectively.

NOTE 6 – LOANS - UNRELATED PARTIES

As of June 30, 2014 the Company had $619 in net loan proceeds from our founder in order to fund certain working capital expenses. This loan is unsecured and carry’s no interest rate or repayment terms.

NOTE 7 – DEFERRED OFFERING COSTS – ADDITIONAL PAID IN CAPITAL

Deferred offering costs consisted principally of accounting, legal and other fees directly attributable and incurred through the closing date of our common stock offering (August 1, 2012). Deferred offering costs were offset against the net proceeds received from our common stock offering. On August 1, 2012, deferred offering costs of $60,439 was offset against additional paid in capital. On December 24, 2012 an adjustment was made to additional paid in capital of $14,000 reflecting the final payment to our former legal counsel and a credit received from our securities counsel which was recorded as part of the original deferred offering costs.

On May 14, 2013 a change in control of the Company occurred. With the change in control certain liabilities of the Company were forgiven and/or paid for on behalf of the Company by our founder, former president and chief executive officer, Ms. Jones. Total liabilities of $56,000 which included legal fees owed to our securities counsel of $19,500 were paid by Ms. Jones or agreed to be forgiven.

For the year ended June 30, 2013 we recognized total negative adjustments to additional paid in capital of $45,101, which included deferred offering costs recorded of $46,439 and debt forgiveness of $1,338.

NOTE 8 – INCOME TAXES

As of June 30, 2014, the Company had net operating loss carry forwards of $31,759 that may be available to reduce future years’ taxable income through 2031.

		As of June 30, 2014		As of June 30, 2013
Deferred tax assets:
Net operating tax carry-forwards	$	12,386	$	2,575
Other		-		-
Gross deferred tax assets		12,386		2,575
Valuation allowance		(12,386)		(2,575)
Net deferred tax assets	$	-	$	-

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

F-8

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NOTE 9 – SUBSEQUENT EVENTS

On August 22, 2014 the Company received $11,500 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 to our Chief Executive Officer and President.

F-9

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with accountants on accounting and financial disclosure.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are effective in reaching that level of assurance.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) 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 authorization of management and directors of the Company; and (iii) 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.

As of June 30, 2014, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was effective as of June 30, 2014.

This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm.

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Limitations on the Effectiveness of Controls

Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended June 30, 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.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth certain information regarding the executive officer and director of B-Maven, Inc. as of June 30, 2014.

All directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. Officers of the Company are appointed by our Board and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Term of Office

Each director is elected by the Board and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.

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Restituto S. Cenia Jr.

Mr. Cenia holds a Bachelor’s Degree in Business and Commerce from Mapua Institute, Manila, Philippines. From 2007 to the present, he has been the financing manager for Perpetua Global Inc., Manila, Philippines, where he has been responsible for administrative matters for small business financing. From 2000-2007, Mr. Cenia was a lending/finance officer for Coastal Trading, based in Las Pinas, Philippines, where he was primarily responsible for financing and loan applications for small businesses and their owners.

Family Relationships

There are no family relationships between or among any of our directors, executive officers and incoming directors or executive officers.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Committees of the Board

Our Board held no formal meetings in the prior fiscal year. All proceedings of the Board were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our Company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.

We do not currently have a standing nominating or compensation committee of the Board, or any committee performing similar functions. Our Board performs the functions of nominating and compensation committees.

Audit Committee

Our Board has not established an audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, the entire Board acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so until such time as a separate audit committee has been established.

Audit Committee Financial Expert

We currently have not designated anyone as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K as we have not yet created an audit committee of the Board.

Code of Ethics

We adopted a Code of Ethics (the “Code”) that applies to directors, officers and employees, including our chief executive officer and chief financial officer. A written copy of the Code is available upon written request to the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that none of our officers, directors and greater than 10% percent beneficial owners complied with all applicable filing requirements.

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Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o B-Maven, Inc., 428 Katingdig Avenue, Quezon City, Metro Manila Philippines.

Director Nominations

As of June 30, 2014, we did not make any material changes to the procedures by which our shareholders may recommend nominees to our Board.

Board Leadership Structure and Role on Risk Oversight

Mr. Cenia currently serves as our principal executive officer and sole director of the Company. We have determined this leadership structure was duly appropriate for us because of our small size, limited operations and resources. The Board will continue to evaluate our leadership structure and modify as deemed appropriate based on size, resources and operations of the Company. It is anticipated that our Board will establish procedures and guidelines to determine an appropriate role for members of the Board in risk oversight function of the Company.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board and the board or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Employment Arrangements

None of our officers, directors, or employees are party to employment agreements with the Company. The Company has no pension, health, annuity, bonus, insurance profit sharing or similar benefit plans; however, the Company may adopt such plans in the future. There are no personal benefits available for directors, officers or employees of the Company.

ITEM 11. EXECUTIVE COMPENSATION

General Philosophy

Our Board is solely responsible for establishing and administering our executive and director compensation plans, if any.

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Executive Compensation

The following table sets forth the salaries and director fees we paid to our current and former executive officer(s) during the fiscal years ended June 30, 2014 and 2013, respectively:

SUMMARY COMPENSATION TABLE

⁽¹⁾

Anna C. Jones resigned as the Company’s Chairman, Director, President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on May 14, 2013.

⁽²⁾

Restituto S. Cenia Jr. was appointed as the Company’s Chairman, Director, President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on May 14, 2013.

Grants of Plan-Based Awards Table

None of the named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal years ended June 30, 2014 and June 30, 2013.

Options Exercised and Stock Vested Table

None of the named executive officers exercised any stock options, nor were there any restricted stock units held by our named executive officers vested, during the fiscal years ended June 30, 2014 and June 30, 2013.

Outstanding Equity Awards at Fiscal Year-end Table

None of the named executive officers held any unexercised options and unvested stock awards previously awarded as of June 30, 2014.

Potential Payments upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. As a result, we have omitted this table.

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Compensation of Directors

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

The following table sets forth compensation paid to our non-executive (and executive) directors for the fiscal year ended June 30, 2014.

Pension Table

None.

Retirement Plans

We do not offer any annuity, pension, or retirement benefits to be paid to any of our officers, directors, or employees in the event of retirement. There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement, or any other termination of employment with our company, or from a change in the control of our Company.

Compensation Committee

We do not have a separate compensation committee. Instead, our Board reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers our stock option plans and other benefit plans, if any, and considers other matters that may be brought forth to it.

Risk Management Considerations

We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of September 16, 2014, by: (i) our director; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Shares Owned(1)		Percent of Outstanding Ownership(2)
Directors and Executive Officers
Restituto S. Cenia Jr.
428 Katindig Avenue,
Quezon City, Metro Manila, Philippines		0		0%
>5% Shareholders
Four Hawk Management Co.(3)		7,500,000		75.0%
428 Katindig Avenue,
Quezon City, Metro Manila, Philippines

Notes:

⁽¹⁾

Based on 10,000,000 shares of common stock issued and outstanding as of September 16, 2014. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

⁽²⁾

No officers, directors, or 5% shareholders, have the right to acquire any additional common shares of the Company within sixty (60) days of this report.

⁽³⁾

The shares of common stock are held by Four Hawk Management Co. Mr. David Coolidge has voting and investment authority over these shares and therefore Mr. Coolidge may be deemed to be a beneficial owner of the 7,500,000 shares of common stock owned directly by Four Hawk Management Co.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Non-Cumulative Voting

The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our Directors.

Transfer Agent

The transfer agent for the Company’s common stock is Pacific Stock Transfer, 4045 South Spencer Street Suite 403 Las Vegas, NV 89119. Its telephone number is (702) 361-3033.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

During the year ended June 30, 2013 the Company received $1,338 in loan proceeds from Ms. Anna C. Jones, our founder, in order to fund working capital expenses. This loan was unsecured and carried no interest rate or repayment terms. Ms. Jones forgave this debt on May 14, 2013, the date that a change in control occurred with the Company, along with certain other debts which she had paid on behalf of the Company.

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On April 26, 2013, Ms. Anna C. Jones and Four Hawk Management Co. entered into a Stock Purchase Agreement pursuant to which Ms. Jones sold to Four Hawk Management Co. an aggregate amount of 7,500,000 shares of common stock of the Company (the “Shares”), which Shares represented 75% of the issued and outstanding shares of the Company’s common stock at the time.

During the year ended June 30, 2014 the Company received $33,855 in loan proceeds from our chief executive officer and president, Mr. Cenia, a related party, in order to fund working capital expenses. Loans payable in the amounts $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 original loan instrument, September 18 and September 25, 2014, respectively. Additional loans payable in the amount of $1,005 and $5,750, respectively are unsecured and carry no interest rate and are due and payable upon demand. On May 2, 2014 received approximately $6,100 in additional loans payable from Mr. Cenia in order to fund working capital expenses. The loan is unsecured and carries no interest rate and is due and payable upon demand.

The Company recorded $889 in interest expense for two loans which have a stated interest rate for the twelve months ended June 30, 2014.

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

Review, Approval or Ratification of Transactions with Related Persons

Although we adopted a Code of Ethics, we still rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

Director Independence

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

According to the NASDAQ definition, Mr. Restituto S. Cenia Jr. is not an independent director because he currently holds the title of officer in the Company.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table presents the fees for professional audit services rendered by PLS CPA, a professional corporation (“PLS CPA’s”) for the audit of the Company’s annual financial statements for the fiscal years ended June 30, 2014 and June 30, 2013 and fees billed for other services rendered by PLS CPA’s during those periods. All services reflected in the following fee table for 2014 and 2013 were pre-approved, respectively, in accordance with the policy of the Board.

		June 30, 2014		June 30, 2013
Audit fees (1)	$	10,000	$	8,500
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total Fees	$	10,000	$	8,500

Notes:

⁽¹⁾

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

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

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report on Form 10-K

(a)

Financial Statements

(b)

Exhibits

*Filed Herewith

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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