AVLP / Avalanche International, Corp. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Avalanche International, Corp.
US ˙ OTCPK

Grundlæggende statistik
CIK 1537169
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Avalanche International, Corp.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
July 26, 2019 8-K/A

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2019 AVALANCHE INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incor

July 25, 2019 8-K

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2019 AVALANCHE INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation or organi

April 12, 2019 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2019 AVALANCHE INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of inco

April 12, 2019 EX-4.1

Form of 10% Senior Secured Convertible Promissory Note**

EX-4.1 2 ex41.htm EXHIBIT 4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT P

April 12, 2019 EX-10

Form of Lock-up Agreement

Exhibit 10.4 Lock-Up Agreement April , 2019 Ladies and Gentlemen: This agreement (“Lock-Up Agreement”) is being delivered to you in connection with the securities purchase agreement (the “Purchase Agreement”) entered into by and among Avalanche International, Corp., a corporation organized under the laws of the State of Nevada (the “Company”), and the purchasers signatory thereto (the “Purchasers”

April 12, 2019 EX-4.3

Form of Registration Rights Agreement

EX-4.3 4 ex43.htm EXHBIT 4.3 Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2019, between Avalanche International, Corp., a Nevada corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereo

April 12, 2019 EX-10.3

Form of Guaranty

EX-10.3 7 ex103.htm EXHBIT 10.3 Exhibit 10.3 GUARANTY GUARANTY, dated as of April [], 2019 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated a

April 12, 2019 EX-10

Form of Intercreditor Agreement

EX-10 9 ex105.htm EXHBIT 10.5 Exhibit 10.5 Intercreditor Agreement This Intercreditor Agreement (as supplemented or modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 11, 2019, is entered into among , as the First Lien Creditor, the Second Lien Collateral Agent, the Collateral Agent, and Avalanche International, Corp., a Nevada corporation (the “Bo

April 12, 2019 EX-10.2

Form of Security Agreement

EX-10.2 6 ex102.htm EXHBIT 10.2 Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 11, 2019 (this “Agreement”), is by and among Avalanche International, Corp., a Nevada corporation (the “Company”), all of the Subsidiaries and/or Affiliates of the Company listed on the signature page hereto (such affiliated entities, the “Guarantors” and, together with the Company, the “Debt

April 12, 2019 EX-10.1

Securities Purchase Agreement

EX-10.1 5 ex101.htm EXHBIT 10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 11, 2019, between Avalanche International, Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREA

April 12, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2019 AVALANCHE INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation or organ

April 12, 2019 EX-4.2

Form of Warrant

EX-4.2 3 ex42.htm EXHBIT 4.2 Exhibit 4.2 COMMON STOCK PURCHASE WARRANT AVALANCHE INTERNATIONAL, CORP. Warrant Shares: 1,617,647 Issuance Date: April 11, 2019 This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time

April 12, 2019 EX-4.1

Form of 10% Senior Secured Convertible Promissory Note

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

March 21, 2019 10-Q

AVLP / Avalanche International Corp (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2016 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 Avalanche International, Corp.

December 6, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 06, 2018 Avalanche International Corp. (Exact Name of Registrant as Specified in Charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commiss

December 6, 2018 EX-99

1 MTIX International, Inc. A DBA of Avalanche International Corp LD Micro Main Event XI December 2018

Exhibit 99.1 1 MTIX International, Inc. A DBA of Avalanche International Corp LD Micro Main Event XI December 2018 2 Forward Looking Statements Th is presentation and other written or oral statements made from time to time by representatives of Avalanche International Corp. contain “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Secti

December 6, 2018 10-Q

AVLP / Avalanche International Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2016 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 Avalanche International, Corp.

May 9, 2018 SC 13D/A

AVLP / Avalanche International Corp / Digital Power Corp - AMENDMENT NO. 1 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Avalanche International Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 05337U106 (CUSIP Number) DPW HOLDINGS, INC. 201 Shipyard Way Newport Beach, California 92663 (510) 657-2635 Copy to: Sichenzia Ross Ference Kesner LLP Attn: Marc Ross, Esq. 118

March 15, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2018 Avalanche International Corp. (Exact Name of Registrant as Specified in Charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission

March 15, 2018 EX-99.1

DPW HOLDINGS, INC. PRESENTED BY:Milton “Todd” Ault, III, CEO and Chairman of the Board of Directors of DPW Holdings, Inc. Phil Mansour, CEO of Avalanche International Corp dba MTIX International MTIX Overview March 15, 2018 Known as Digital Power Cor

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 DPW HOLDINGS, INC. PRESENTED BY:Milton “Todd” Ault, III, CEO and Chairman of the Board of Directors of DPW Holdings, Inc. Phil Mansour, CEO of Avalanche International Corp dba MTIX International MTIX Overview March 15, 2018 Known as Digital Power Corporation prior to December 29, 2017 Information contained in this presentation herein from either DPW Ho

September 14, 2017 EX-2.1

Articles of Exchange, as filed with the Secretary of State of the State of Nevada

Unassociated Document Exhibit 2.1 an BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Filed in the office of Document Number Website: www.nvsos.gov -90 Filing Date and Time Barbara K. Cegayske Secretary of State /05/2017 12:10 PM State of Nevada Entity Number Articles of Exchange E0212492011-0 (PURSUANT TO NRS 92A.200) Page 1 USE BLACK IN

September 14, 2017 8-K

Avalanche International (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2017 Avalanche International Corp. (Exact Name of Registrant as Specified in Charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commiss

September 7, 2017 EX-3

COMMON STOCK PURCHASE WARRANT DIGITAL POWER COrporation

ex3.htm Exhibit 3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE TRANSFERRED, UNLESS (I) SUCH SECURITIES HAVE BEEN

September 7, 2017 EX-1

Avalanche International Corp., a Nevada Corporation LOAN AND SECURITY AGREEMENT

ex1.htm Exhibit 1 Avalanche International Corp., a Nevada Corporation LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT is entered into with an effective date as of August 21, 2017, by and among Digital Power Corporation, a California corporation (“DPW”) and Avalanche International Corp., Nevada Corporation (“Borrower”). RECITALS WHEREAS, the DPW has previously loaned Borrower Three Mil

September 7, 2017 SC 13D

AVLP / Avalanche International Corp / Digital Power Corp - SCHEDULE 13D Activist Investment

dpw20170901sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Avalanche International Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 05337U106 (CUSIP Number) Digital Power Corporation 8430 Lakeview Blvd. Fremont, Ca 94538 (510) 657-2635 Daniel Eng, Esq. Weintraub Tobin 475 Sa

September 7, 2017 EX-2

CONVERTIBLE PROMISSORY NOTE

ex2.htm Exhibit 2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (i) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR TH

August 30, 2017 SC 13D

AVLP / Avalanche International Corp / Mistry Pravin Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Avalanche International, Corp. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Series of Securities) 05337U106 (CUSIP number) Pravin Mistry 1535 The Melting Point, Ap

August 24, 2017 EX-99.1

SOURCE: Avalanche International Corp

EX-99.1 3 ex991.htm EXHIBIT 99.1 Exhibit 99.1 SOURCE: Avalanche International Corp August 24, 2017 06:00 ET Avalanche International Corp Purchases Owner of Disruptive MLSE® Textile Technology Company Concludes Stock Acquisition of MTIX, Ltd., Files for Name Change to MTIX International, Inc. LAS VEGAS, NV-(Marketwired - August 24, 2017) - Avalanche International, Corp (OTC: AVLP) announced today t

August 24, 2017 EX-2.1

Amendment No. 2 to the Share Exchange Agreement by and among Avalanche International Corp., MTIX, Ltd. and the Sellers signatories thereto dated as of August 21, 2017.

Exhibit 2.1 Amendment No. 2 to the Share Exchange Agreement This Amendment No. 2 (the ? Amendment?) to a certain Share Exchange Agreement dated March 3, 2017, as subsequently amended on July 13, 2017 (the ? SEA?) is made and entered into this 21st day of August, 2017 by and among: Avalanche International Corp., a Nevada corporation (? AIC?); MTIX, Ltd., a company formed under the laws of England a

August 24, 2017 8-K/A

Avalanche International AMENDMENT NO. 2 (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2017 Avalanche International Corp. (Exact Name of Registrant as Specified in Charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorpo

August 7, 2017 10-Q

AVLP / Avalanche International Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2016. Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-179028 Avala

July 17, 2017 8-K/A

Avalanche International AMENDMENT NO. 1 (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2017 Avalanche International Corp. (Exact Name of Registrant as Specified in Charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorpora

July 17, 2017 EX-2.1

Amendment to the Share Exchange Agreement

EX-2.1 2 ex21.htm EXHIBIT 2.1 Exhibit 2.1 Amendment to the Share Exchange Agreement This Amendment (the “Amendment”) to a certain Share Exchange Agreement dated March 3, 2017 (the “SEA”) is made and entered into this 13th day of July, 2017 by and among: Avalanche International Corp., a Nevada corporation (“AIC”); MTIX, Ltd., a company formed under the laws of England and Wales (“MTIX”); Pravin Mis

April 28, 2017 10-K

Avalanche International (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2015. Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-179028 Avalanche Int

April 28, 2017 EX-10.1

Avalanche International, Corp. 2016 Stock Incentive Plan (Incorporated by reference to Exhibit 21 of the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on April 28, 2016)

Exhibit 10.1 AVALANCHE INTERNATIONAL CORPORATION 2016 Stock Incentive Plan Avalanche International Corporation 2016 Stock Incentive Plan ARTICLE I GENERAL 1.1 General The Avalanche International Corporation 2016 Stock Incentive Plan (the “Plan”) is designed to provide incentive compensation to certain selected individuals deemed by the Board, or its designee, to be critical to the business of Aval

April 28, 2017 EX-10.2

AVALANCHE INTERNATIONAL CORP. 8% CONVERTIBLE REDEEMABLE NOTE DUE NOVEMBER 3, 2015

Exhibit 10.2 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT") US $63,25

April 28, 2017 EX-21

List of Subsidiaries (Incorporated by reference to Exhibit 21 of the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission on April 28, 2016)

EX-21 4 ex21.htm EXHIBIT 21 Exhibit 21 LIST OF SUBSIDIARIES Restaurant Capital Group, LLC Smith & Ramsey Brands, LLC

March 9, 2017 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2017 Avalanche International Corp. (Exact Name of Registrant as Specified in Charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission

March 9, 2017 EX-3.2

Certification of Designation of Class A Convertible Preferred Stock of Avalanche International, Corp. (Incorporated by reference to Exhibit 3.2 of the Company’s quarterly report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2017)

Exhibit 3.2 AVALANCHE INTERNATIONAL CORPORATION CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF CLASS A CONVERTIBLE PREFERRED STOCK AVALANCHE INTERNATIONAL CORP., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”) DOES HEREBY CERTIFY: That pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board”) b

March 9, 2017 EX-2.2

EXCHANGE AGREEMENT

EX-2.2 3 ex22.htm EXHIBIT 2.2 Exhibit 2.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this “Agreement”), dated as of March 7, 2017, by and between Avalanche International Corp., a Nevada corporation with an address of 5940 S. Rainbow Blvd., Las Vegas, NV 89118 (the “Company”), and Philou Ventures, LLC, a Wyoming limited liability company with an address of P.O. Box 3587, Tustin, CA 92781 (the “Holder”)

March 9, 2017 EX-2.1

SHARE EXCHANGE AGREEMENT by and among AVALANCHE INTERNATIONAL CORP., MTIX, LTD, PRAVIN MISTRY, PAUL JOHNSON and DANIEL JOHNSON DATED AS OF MARCH 3, 2017

Exhibit 2.1 SHARE EXCHANGE AGREEMENT by and among AVALANCHE INTERNATIONAL CORP., MTIX, LTD, PRAVIN MISTRY, and PAUL JOHNSON and DANIEL JOHNSON DATED AS OF MARCH 3, 2017 EXHIBITS Exhibit A Form of Note Exhibit B Security Agreement Exhibit C Registration Rights Agreement Exhibit D Certificate of Designation of the AIC Class B Preferred Stock Exhibit E Employment Agreement Exhibit F 2016 Stock Incent

March 9, 2017 EX-3.3

Certification of Designation of Class B Convertible Preferred Stock of Avalanche International, Corp. (Incorporated by reference to Exhibit 3.3 of the Company’s quarterly report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2017)

EX-3.3 6 ex33.htm EXHIBIT 3.3 Exhibit 3.3 AVALANCHE INTERNATIONAL CORPORATION CERTIFICATE OF DESIGNATIONS OF PREFERENCES, RIGHTS AND LIMITATIONS OF CLASS B CONVERTIBLE PREFERRED STOCK AVALANCHE INTERNATIONAL CORP., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”) DOES HEREBY CERTIFY: That pursuant to authority conferred upon the Board of Directors of t

March 9, 2017 EX-3.1

DocuSign Envelope ID: 185928A2-42A5-4823-A844-E57920241FC1 '"! ' *150403* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Withdrawal of Certificate of

EX-3.1 4 ex31.htm EXHIBIT 3.1 Exhibit 3.1 DocuSign Envelope ID: 185928A2-42A5-4823-A844-E57920241FC1 '"! ' *150403* BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov Certificate of Withdrawal of Certificate of Designation (PURSUANT TO NRS 78.1955(6)) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE

July 1, 2016 EX-10.1

TERMINATION OF LETTER OF INTENT AND MUTUAL RELEASE AGREEMENT This Termination of Letter of Intent and Mutual Release Agreement

ex101.htm Exhibit 10.1 TERMINATION OF LETTER OF INTENT AND MUTUAL RELEASE AGREEMENT This Termination of Letter of Intent and Mutual Release Agreement(this "Termination and Release") is entered into on May 12, 2016 and is effective as of May 4, 2016 (the "Effective Date") and is by and between Avalanche International Corp, a Nevada corporation ("Avalanche"), JS Technologies, Inc., a California corp

July 1, 2016 8-K

Avalanche International (Current Report/Significant Event)

s711608k.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2016 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commissi

June 30, 2016 SC 13G

AVLP / Avalanche International Corp / UNION CAPITAL, LLC - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Avalanche International Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 05337U106 (CUSIP Number) June 8, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

June 30, 2016 EX-10.1

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (the ?Agreement?) is hereby entered into this 13th day of June, 2016 (the ?Effective Date?), by and between Avalanche International Corp, (?AVLP?), and Jeanette Maines, (the ?Undersigned?). RECITALS WHEREAS, Avalanche International Corp , a Nevada corporation, engaged the Undersigned to provide certain services as

June 30, 2016 8-K

Avalanche International (Current Report/Significant Event)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2016 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Numbe

June 30, 2016 EX-10.2

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.2 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is hereby entered into this 13th day of June, 2016 (the “Effective Date”), by and between Avalanche International Corp , (“AVLP”), and Joshua Smith , (the “Undersigned”). RECITALS WHEREAS, Avalanche International Corp , a Nevada corporation, engaged the Undersigned to provide certain services as m

April 20, 2016 EX-10.2

RESTAURANT CAPITAL GROUP, INC. Promissory Note March 4, 2016

ex102.htm Exhibit 10.2 Loan No.: SENIOR SECURED PROPERTY NOTE Amount: $330,000 Los Angeles, California FOR VALUE RECEIVED, the undersigned, Restaurant Capital Group, LLC, a California Limited Liability Company, ("Borrower"), promises to pay to JLA Realty Associates, LLC a New York Limited Liability Company ("Lender") at 3010 Westchester Avenue, Purchase, New York, 10577, or at such other place as

April 20, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 g4191608k.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 13, 2016 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of (Commission Film

April 20, 2016 EX-10.1

SECURITY AGREEMENT

ex101.htm Exhibit 10.1 Loan No.: RCG7788 SENIOR SECURED PROPERTY NOTE Amount: $330,000 Los Angeles, California FOR VALUE RECEIVED, the undersigned, Philo Group, LLC, a California limited liability company, ("Borrower"), promises to pay to Restaurant Capital Group, LLC, a California Limited Liability Company ("Lender") at 2372 Morse Ave, Ste 294, Irvine, CA 92614, or at such other place as the hold

April 20, 2016 EX-10.3

RESTAURANT CAPITAL GROUP, INC.

EX-10.3 4 ex103.htm EXHIBIT 10.3 Exhibit 10.3 RESTAURANT CAPITAL GROUP, INC. Promissory Note March 4, 2016 $100,000.00 FOR VALUE RECEIVED, the undersigned, Restaurant Capital Group, LLC (Maker), promises to pay to the order of MCKEA Holdings, LLC (Note Holder) or the successors and assigns, the principal sum of the balance outstanding, up to One Hundred Thousand and No/ 100 Dollars ($100,000.00) (

April 20, 2016 SC 13G

AVLP / Avalanche International Corp / Typenex Co-Investment, LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Avalanche International, Corp. (Name of Issuer) Common Stock $0.001 par value per share (Title of Class of Securities) 05337U106 (CUSIP Number) April 20, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

January 25, 2016 EX-10.5

First Amendment to 8% Convertible Redeemable Notes with Adar Bays, LLC

FIRST AMENDMENT TO 8% CONVERTIBLE REDEEMABLE NOTES For good and valuable consideration, AVALANCHE INTERNATIONAL, CORP.

January 25, 2016 EX-10.2

Amendment to Secured Convertible Promissory Note with Typenex Co-Investment, Inc.

AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE This Amendment to Secured Convertible Promissory Note (this "Amendment ") is entered into as of January 22, 2016 (the "Effective Date"), by and between TYPENEX Co INVESTMENT, LLC, a Utah limited liability company ("Lender"), and AVALANCHE INTERNATIONAL, CORP.

January 25, 2016 EX-10.3

First Amendment to 8% Convertible Redeemable Note with LG Capital Funding, LLC

FIRST AMENDMENT TO 8% CONVERTIBLE REDEEMABLE NOTE For good and valuable consideration , AVALANCHE INTERNATIONAL, CORP.

January 25, 2016 EX-10.1

Secured Promissory Note issued to Lori Livingston

AVALANCHE INTERNATIONAL CORP. SECURED PROMISSORY NOTE Original Principal Amount: US $125,000 Las Vegas, Nevada Consideration Paid at Close: US $100,000 December 2, 2015 This Secured Promissory Note (the “Note”), dated as of December 2, 2015 is made by Avalanche International Corp., a Nevada corporation, (“Maker”), in favor of Lori Livingston (“Holder”). For good and valuable consideration, the Mak

January 25, 2016 10-Q

AVLP / Avalanche International Corp 10-Q - Quarterly Report - MAINBODY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2015 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 Avalanche International, Corp.

January 25, 2016 EX-10.4

First Amendment to 8% Convertible Redeemable Notes with Union Capital, LLC

FIRST AMENDMENT TO 8% CONVERTIBLE REDEEMABLE NOTES For good and valuable consideration, AVALANCHE INTERNATIONAL, CORP.

October 15, 2015 NT 10-Q

Avalanche International MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-179028 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: August 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

October 13, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Num

October 13, 2015 8-K

Avalanche International MAINBODY (Current Report/Significant Event)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Nu

October 13, 2015 8-K

Avalanche International MAINBODY (Current Report/Significant Event)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 9, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Num

October 13, 2015 EX-99.1

5940 S. Rainbow Blvd., Las Vegas, NV 89118

September 29, 2015 Dear Name of Addressee: On behalf of Avalanche International, Corp.

October 13, 2015 EX-16.1

Letter from Michael Gillespie & Associates, PLLC

GILLESPIE & ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS 10544 ALTON AVE NE SEATTLE, WA 98125 206.

October 13, 2015 EX-10.1

Promissory Note

AVALANCHE INTERNATIONAL, CORP. PROMISSORY NOTE Issuance Date: October 8, 2015 Original Principal Amount: $125,000 Note No. AVLP-2015106 Consideration Paid at Close: $100,000 FOR VALUE RECEIVED, Avalanche International, Corp., a Nevada corporation (the "Company"), hereby promises to pay to the order of Studio Capital, LLC or registered assigns (the "Holder") the amount set out above as the Original

August 7, 2015 8-K

Avalanche International MAINBODY (Current Report/Significant Event)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Numb

August 7, 2015 EX-10.2

Amendment to Letter of Intent

AMENDMENT TO LETTER OF INTENT This AMENDMENT TO LETTER OF INTENT, dated August 4, 2015, is intended to amend that certain Letter of Intent dated June 12, 2015 (the ?Original LOI?), by and among Avalanche International Corp.

August 7, 2015 EX-10.1

Secured Promissory Note

SECURED PROMISSORY NOTE US $400,000 Las Vegas, NV July 28, 2015 This Promissory Note (the ?Note?), dated as of July 28, 2015 is made by JS Technologies, Inc.

July 24, 2015 EX-99.1

Avalanche International

Avalanche International Issues investor Update on Subsidiary Smith and Ramsay Brands Reaches Milestone With Largest Purchase Order to Date Las Vegas, NV- (Marketwired ? July 22, 2015) ? Avalanche International, Corp (OTCPink: AVLP), announced today that its wholly-owned subsidiary, Smith and Ramsay Brands, LLC has received a purchase order from VapeNation.

July 24, 2015 8-K

Financial Statements and Exhibits, Other Events

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Numbe

July 16, 2015 EX-10.1

Convertible Note issued to JMJ Financial dated April 29, 2015

Interest free if paid in full within 3 months $300,000 CONVERTIBLE NOTE FOR VALUE RECEIVED, Avalanche International, Corp.

July 16, 2015 EX-10.8

Convertible Note issued to Black Mountain Equities, Inc. dated June 4, 2015

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE.

July 16, 2015 EX-10.5

Investor Note #1 from Typenex Co-Investment, LLC dated May 29, 2015

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.

July 16, 2015 EX-10.3

Securities Purchase Agreement with Typenex Co-Investment, LLC dated May 29, 2015

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 29, 2015, is entered into by and between AVALANCHE INTERNATIONAL, CORP.

July 16, 2015 EX-10.9

Convertible Promissory Note issued to GCEF Opportunity Fund, LLC dated June 30, 2015

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES !NTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

July 16, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2015 [ ] Transition Report pursuant to

10-Q 1 mainbody.htm MAINBODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2015 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 A

July 16, 2015 NT 10-Q

Avalanche International MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-179028 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: May 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tra

July 16, 2015 EX-10.4

Security Agreement with Typenex Co-Investment, LLC dated May 29, 2015

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 29, 2015, is executed by Avalanche International, Corp.

July 16, 2015 EX-10.6

Investor Note #2 from Typenex Co-Investment, LLC dated May 29, 2015

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.

July 16, 2015 EX-10.7

Investor Note #3 from Typenex Co-Investment, LLC dated May 29, 2015

THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR.

July 16, 2015 EX-10.2

Secured Convertible Promissory Note issued to Typenex Co-Investment, LLC dated May 29, 2015

SE CURED CONVERTIBLE PROMISSORY NOTE Effective Date: May 29, 2015 U.S. $252,500.00 FOR VALUE RECEIVED, AVALANCHE INTERNATIONAL, CORP., a Nevada corporation (“Borrower”), promises to pay to TYPENEX CO-INVESTMENT, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $252,500.00 and any interest, fees, charges, and late fees on the date that is thirteen (13) months after th

July 14, 2015 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 mainbody.htm MAINBODY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorpora

July 14, 2015 EX-16.1

Letter from Harris & Gillespie CPA’s, PLLC

HARRIS & GILLESPIE CPA?S, PLLC CERTIFIED PUBLIC ACCOUNTANT?S 3901 STONE WAY N., SUITE 202 SEATTLE, WA 98103 206.547.6050 Exhibit 16.1 July 13, 2015 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: AVALANCHE INTERNATIONAL CORP. Dear Sirs/Madams: The undersigned Harris & Gillespie CPA?s, PLLC previously acted as independent accountants t

June 16, 2015 EX-10.1

10 Schedule A – JS Stockholders Name Number of JS Shares Purchase Price (all Cash) Purchase Price (all AVLP Class B Convertible Preferred Shares) Steve Smith 275 $3,000,000 750,000 John Suhr 275 $4,000,000 1,000,000 Aura Suhr 50 [joint with John Suhr

EX-10.1 2 avlpex101.htm LETTER OF INTENT June 12, 2015 Steve Smith John Suhr Aura Suhr Kevin Suhr Joleen Smith Re: Proposed Stock Purchase Agreement for all issued and outstanding capital stock in J.S. Technologies, Inc., a California corporation (“JS”) Ladies and Gentlemen: We are pleased to submit this binding Letter of Intent (“LOI”) whereby Avalanche International Corp., a Nevada corporation (

June 16, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Numbe

May 15, 2015 EX-10.6

8% Convertible Redeemable Note issued to Union Capital, LLC (the “Front End Note”)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT?) US $115,000.

May 15, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 mainbody.htm MAINBODY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2015 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporat

May 15, 2015 EX-10.8

Collateralized Secured Promissory Note from Union Capital, LLC (the “Buyer Note”)

EX-10.8 9 ex108.htm EX108 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFRO

May 15, 2015 EX-10.5

Securities Purchase Agreement with Union Capital, LLC

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 11, 2015, by and between Avalanche International, Corp.

May 15, 2015 EX-10.2

8% Convertible Redeemable Note issued to Adar Bays, LLC (the “Front End Note”)

EX-10.2 3 ex102.htm EX102 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 AC

May 15, 2015 EX-10.4

Collateralized Secured Promissory Note from Adar Bays, LLC (the “Buyer Note”)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.

May 15, 2015 EX-10.1

Securities Purchase Agreement with Adar Bays, LLC

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 12, 2015, by and between Avalanche International, Corp.

May 15, 2015 EX-10.7

8% Convertible Redeemable Note issued to Union Capital, LLC (the “Back End Note”)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”) US $115,000.

May 15, 2015 EX-10.3

8% Convertible Redeemable Note issued to Adar Bays, LLC (the “Back End Note”)

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT?) US $115,000.

April 20, 2015 EX-10.2

Convertible Promissory Note issued to Dr. Gary Gelbfish

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.

April 20, 2015 EX-10.1

Convertible Promissory Note issued to Strategic IR, Inc.

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 193 3 , AS AMENDED (THE "ACT" ) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFER RED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

April 20, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2015 [ ] Transition Report pursuan

10-Q 1 mainbody.htm MAINBODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended February 28, 2015 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179

April 14, 2015 NT 10-Q

Avalanche International MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-179028 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: February 28, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [

March 18, 2015 EX-10.2

Temporary Forbearance Agreement with Argent Offset, LLC

TEMPORARY FORBEARANCE AGREEMENT THIS TEMPORARY FORBEARANCE AGREEMENT (this "AGREEMENT"), dated as of February 1, 2015 , between Smith & Ramsay Brands, a Nevada corporation (the "COMPANY") and Argent Offset LLC, a California corporation, the "HOLDER").

March 18, 2015 EX-10.2

Temporary Forbearance Agreement with Argent Offset, LLC

TEMPORARY FORBEARANCE AGREEMENT THIS TEMPORARY FORBEARANCE AGREEMENT (this "AGREEMENT"), dated as of February 1, 2015 , between Smith & Ramsay Brands, a Nevada corporation (the "COMPANY") and Argent Offset LLC, a California corporation, the "HOLDER").

March 18, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K /A [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended November 30, 2014 [ ] Transition Report pursuant to 13 or 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K /A [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended November 30, 2014 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 Avalanche International, Corp.

March 18, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K /A [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended November 30, 2014 [ ] Transition Report pursuant to 13 or 1

10-K/A 1 mainbody.htm MAINBODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K /A [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended November 30, 2014 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 Avalan

March 17, 2015 EX-10.2

Temporary Forbearance Agreement with Argent Offset, LLC

EX-10.2 2 ex102.htm EX102 TEMPORARY FORBEARANCE AGREEMENT THIS TEMPORARY FORBEARANCE AGREEMENT (this "AGREEMENT"), dated as of February 1, 2015 , between Smith & Ramsay Brands, a Nevada corporation (the "COMPANY") and Argent Offset LLC, a California corporation, the "HOLDER"). Capitalized terms not otherwise defined herein shall have the meanings specified in the Note (as defined below). WHEREAS,

March 17, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended November 30, 2014 [ ] Transition Report pursuant to 13 or 15(d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended November 30, 2014 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 Avalanche International, Corp.

March 2, 2015 NT 10-K

AVLP / Avalanche International Corp NT 10-K - - MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-179028 Notification of Late Filing (Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR For Period Ended: November 30, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [

January 2, 2015 8-K

Termination of a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2014 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File N

November 12, 2014 EX-3.1

Distribution Agreement

DATED: November 7th 2014 SMART EVOLUTION TRADING S.R.L. And SMITH AND RAMSAY BRANDS, LLC DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT is dated 11-07-2014 BETWEEN: SMART EVOLUTION TRADING S.R.L., a company incorporated in Italy of 7, Re Umberto Street, Torino, 10121 Italy, VAT number 10286490015 (hereinafter "SET" or "Company") and Smith and Ramsay Brands, LLC, a company incorporated in Unite

November 12, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2014 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Nu

October 15, 2014 EX-3.3

Certificate of Designation of Class A Convertible Preferred Stock

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

October 15, 2014 EX-3.1

Amended and Restated Articles of Incorporation

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

October 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

10-Q 1 mainbody.htm MAINBODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended August 31, 2014 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-17902

September 26, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 24, 2014 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File

July 21, 2014 EX-10.1

Industrial Real Estate Lease

INDUSTRIAL REAL ESTATE LEASE (MULTl-TENANT FACILITY) ARTICLE ONE: BASIC TERMS This Article contains the Basic Terms of this Lease between the Landlord and Tenant named below.

July 21, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

10-Q 1 mainbody.htm MAINBODY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended May 31, 2014 [ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 333-179028 A

July 15, 2014 NT 10-Q

AVLP / Avalanche International Corp NT 10-Q - - MAINBODY

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 333-179028 Notification of Late Filing (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: May 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tra

June 9, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2014 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Number

May 19, 2014 EX-10.1

Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of May 14, 2014, by Avalanche International Corp.

May 19, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits - MAINBODY

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2014 Avalanche International Corp. (Exact name of registrant as specified in its charter) Nevada 333-179028 38-3841757 (State or other jurisdiction of incorporation) (Commission File Number

April 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2014 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 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 333-179028 Avalanche International, Corp.

February 28, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2013 Commission File Number: 333-179028 AVALAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2013 Commission File Number: 333-179028 AVALANCHE INTERNATIONAL, CORP. (Exact name of small business issuer as specified in its charter) Nevada 38-3841757 (State or other jurisdiction of incorpora

November 5, 2013 10-Q

FORM 10-Q

10-Q 1 b10avalanche10q20130831grcve.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2013 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission

October 16, 2013 NT 10-Q

- FORM 12B-25

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: August 31, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR

July 16, 2013 10-Q

FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 31, 2013 [ ] 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 333-179028 Avalanche International, Corp.

July 16, 2013 NT 10-Q

- CONVERTED BY EDGARWIZ

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC File Number 333-179028 NOTIFICATION OF LATE FILING (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [x] Form 10-Q [ ] From N-SAR For Period Ended: [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on For

April 16, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2013 [ ] 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 333-179028 Avalanche International, Corp.

April 15, 2013 NT 10-Q

- FORM 12B-25

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: February 28, 2013 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-S

October 11, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333 - 179028 AVALANCHE INTERNATIONAL, CORP. (Exact name of regi

July 16, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333 - 179028 AVALANCHE INTERNATIONAL, CORP. (Exact name of registr

May 9, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment #1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment #1 [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333 - 179028 AVALANCHE INTERNATIONAL, CORP. (E

April 10, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2012 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 333 - 179028 AVALANCHE INTERNATIONAL, CORP. (Exact name

March 30, 2012 CORRESP

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Converted by EDGARwiz AVALANCHE INTERNATIONAL, CORP. 5025 Pare, Unit 611 Montreal, QC, Canada H4P1P4 Tel: (514) 880-0719, E-mail: [email protected] March 30, 2012 Ms. Lisa Kohl United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Avalanche International, Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed March 27, 2012 File No.

March 27, 2012 CORRESP

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Letter AVALANCHE INTERNATIONAL, CORP. 5025 Pare, Unit 611 Montreal, QC, Canada H4P1P4 Tel: (514) 880-0719, E-mail: [email protected] March 27, 2012 Ms. Lisa Kohl United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Avalanche International, Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed March 20, 2012 File No. 333-179028 Dea

March 27, 2012 S-1/A

- FORM S-1/A

Form S-1 As filed with the Securities and Exchange Commission on March 27 , 2012 Registration No.

March 20, 2012 S-1/A

- FORM S-1/A

Form S-1 As filed with the Securities and Exchange Commission on March 19 , 2012 Registration No.

March 19, 2012 CORRESP

-

Letter AVALANCHE INTERNATIONAL, CORP. 5025 Pare, Unit 611 Montreal, QC, Canada H4P1P4 Tel: (514) 880-0719, E-mail: [email protected] March 19, 2012 Ms. Lisa Kohl United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Avalanche International, Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed February 29, 2012 File No. 333-179028

February 29, 2012 CORRESP

-

Letter AVALANCHE INTERNATIONAL, CORP. 5025 Pare, Unit 611 Montreal, QC, Canada H4P1P4 Tel: (514) 880-0719, E-mail: [email protected] February 29, 2012 Ms. Lisa Kohl United States Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Avalanche International, Corp. Registration Statement on Form S-1 Filed January 17, 2012 File No. 333-179028 Dear Ms. Kohl: Fu

February 29, 2012 S-1/A

- FORM S-1/A

Form S-1 As filed with the Securities and Exchange Commission on February 29 , 2012 Registration No.

January 17, 2012 S-1

Registration Statement - FORM S-1

Form S-1 As filed with the Securities and Exchange Commission on January 17, 2012 Registration No.

January 17, 2012 EX-3.1

Articles of Incorporation of Avalanche International, Corp. (Incorporated by reference to Exhibit 3.1 of the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on January 17, 2012)

3.1 Exhibit 3.1 CORPORATE CHARTER I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that AVALANCHE INTERNATIONAL, CORP., did on April 14, 2011, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said A

January 17, 2012 EX-3.2

Bylaws of Avalanche International, Corp. (Incorporated by reference to Exhibit 3.2 of the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on January 17, 2012)

BYLAWS Exhibit 3.2 BYLAWS of AVALANCHE INTERNATIONAL, CORP. (the "Corporation") ARTICLE I: MEETINGS OF SHAREHOLDERS Section 1 - Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors. Section 2 - Special Meetings Special meetings of the shareholders may be called by the Board of Directors or such perso

January 17, 2012 EX-10.1

MARKETING AND SALES DISTRIBUTION AGREEMENT

10.1 Exhibit 10.1 MARKETING AND SALES DISTRIBUTION AGREEMENT This Marketing and Sales Distribution agreement (the "Agreement") is made by and between Avalanche International, Corp., a Nevada Corporation ("Avalanche") to market and distribute the crystal glass tile (hereafter collectively referred to as ("Products"), and Jiangxi Dafeng Trading Co., Ltd., a Chinese company (hereafter referred to as

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