B-MAVEN, INC. (Form: 10-K, Received: 10/03/2013 06:00:58)

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 .

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 the common equity was sold: $25,000 as of December 31, 2012.

The number of shares of the registrant’s common stock outstanding as of September 30, 2013 was 10,000,000 shares.

Documents incorporated by reference: None

Table of Contents




PART I
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	7
ITEM 1B.	Unresolved Staff Comments	16
ITEM 2.	Property	16
ITEM 3.	Legal Proceedings	16
ITEM 4.	Mine Safety Disclosures	17

PART II
ITEM 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	17
ITEM 6.	Selected Financial Data	18
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	18
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	23
ITEM 8.	Financial Statements and Supplementary Data	23
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
ITEM 9A.	Controls and Procedures	32
ITEM 9B.	Other Information	33

PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	33
ITEM 11.	Executive Compensation	35
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	37
ITEM 14.	Principal Accountant Fees and Services	38

PART IV
ITEM 15.	Exhibits	39

SIGNATURES		40

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;
	•		industry trends;
	•		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 Dollars 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 is the Chairman, Director, President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company.

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 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 additional product samples. The cost incurred by Ms. Jones for the product formulations and product samples and professional services in preparing it was approximately $2,500 which is the value placed upon the shares issued to pay 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, our former President and 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 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.

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, Director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company, and (ii) Ms. Jones resigned from her positions as the sole officer and director of the Company, effective upon 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 comprised 75% of the issued and outstanding common stock of the Company.

We are an early stage company (“development stage”) and have limited financial resources. We have not established or attempted to establish a source of equity or debt financing, however, we intend to have discussions with a number of financial advisors and smaller investment banks regarding obtaining financing. Our auditors included an explanatory paragraph in their report on our financial statements that states that “the Company’s losses from operations raise substantial doubt about its ability to continue as 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 done and funds that need to be raised in order to compete within the marketplace.

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. Specifically, 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.

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.

B-Maven intends to develop a full spectrum of skin care products designed to naturally improve skin wellness and provide anti-aging properties through our E-Scentual Skin Care Collection. The E-Scentual product line will combine science with nature to form an advanced beauty treatment, using a variety of essential oils and other naturally produced ingredients. Utilizing aromatherapy, a variety of specific actives, and our 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 great looking skin. We believe that the Company’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.

We believe that E-Scentual, our intellectual property, is a unique formula made of essential oils and other all natural ingredients that provide nourishment to the skin. These product mixtures rapidly penetrate the skin delivering essential nutrients beneath the top layer of skin that the body uses in the natural process of collagen regeneration. Anecdotal stories and feedback from over 75 end-users that are currently testing our products have described a dramatic decrease in the appearance of fine lines and wrinkles after regular use of essential oils and other all natural ingredients that are used in our formulas.

Our plan to continue as a going concern is to reach the point where we begin generating sufficient revenue from our skincare products to meet our obligations on a timely basis. In the early stages of our operations, we will keep costs to a minimum, and we intend to introduce products gradually, beginning winter 2012-2013; however there can be no assurance that we will be successful in achieving or adhering to this schedule. The cost to develop the various products could be in excess of $100,000. We will need at least an additional $50,000 to $100,000 to purchase initial raw material inventory and introduce marketing and advertising programs that will educate as well as excite our customer demographics.

Our only source of capital at this time has been the proceeds from our offering, loans provided by third parties and from our former President and founder, and initial limited sales of our products. We must raise additional capital in the form of equity or debt financing in order to implement our business strategy. Upon becoming a publicly traded company, we will contact private equity funds, angel investors and others known to our president and the professionals with whom we deal in order to raise the necessary financing. The Company believes that if it can raise at least 50% or more of its financing requirements, it will be able to move forward with the first phase of its business plan.

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

Despite the aforementioned, in order to execute on our plan, we must seek additional financing and our ability to execute our business plan is limited until we receive additional financing. If and when we obtain the required financing, we will be able to undertake our business plan through the following phases. We will seek to engage or hire employees or outside consultants to enhance the abilities of our founder in the development and execution of her business plan. As mentioned above these costs could be in excess of $100,000 and will be needed as payment for certain services and costs projected over the next 12 months as we move forward with our business plan.

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

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

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

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

market prospecting and outside sales professional training

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

interactive Web applications for real-time content capture and delivery

leverage progressive formula development from existing and potential:

sources – tester and sample users

manufacturing – production with world class efforts and quality control

prospects, suppliers, partners, stakeholders

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

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

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

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

targeted one to one delivery with retail operations using distributors

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

simple system-to-system exchanges for routine transactions

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

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

advanced system-to-system exchanges for all transactions

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

We believe that our products may begin to generate additional revenues through selective placement and grass roots marketing efforts within the Southern California market within 180 to 270 days after additional financing is received. Product placement and marketing efforts are conditional upon us receiving additional financing as our current financial resources are not enough to pursue these actions.

Intellectual Property

We have no patents or trademarks.

Government Regulation and Industry Standards

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

Employees

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 are no written employment contracts or agreements in place with Mr. Cenia.

WHERE YOU CAN GET ADDITIONAL INFORMATION

We will be 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, 2013. We have negative working capital of $19,202 and a stockholders’ deficit of $6,601 at June 30, 2013. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended June 30, 2013 that states that Company losses from operations raise substantial doubt about its ability to continue as a going concern. We will seek additional financing beyond what we received from our offering. The 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 further developing our business plan, however, we will seek the necessary additional financing to further pursue our business. No assurances can be given that we will generate sufficient revenue or obtain the necessary financing to continue as a going concern.

Our current resources and source of funds, which consisted of loans from our founder, and unaffiliated third parties, were sufficient to keep business operations functioning for three to six months. We recently received funding from an unaffiliated third party that is a business acquaintance of our majority shareholder. These funds are interest free and due upon demand. The Company started production of sample inventory for its product line through Ms. Jones’s efforts, as well as through the efforts of consulting firms working with us on an as “needed basis.” Ms. Jones provides as need services to the Company in its pursuit of continued development of the products and formulas. We do not have a written agreement with Ms. Jones our founder and former officer. We currently spend between $3,000 and $4,000 per month in operational expenses. We generated limited revenues from sale of our products, and 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, 2013, we had limited operating revenues and have distributed primarily samples of our products to potential customers or end-users. We face a high risk of business failure. The likelihood of the success of the Company must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new businesses and the competitive environment in which the Company will operate. There can be no assurance that future revenues from sales of the Company’s products and services will occur or be significant enough or that we will be able to sell its products and services at a profit, if at all. Future revenues and/or profits, if any, will depend on many various factors, including, but not limited to both initial and continued market acceptance of the Company’s products and the successful implementation of its planned growth strategy.

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

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

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

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

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

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

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

Our ability to establish acceptance and usage of our products,

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

Costs related to future growth and capital investment,

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

Our ability to attract, retain and motivate qualified personnel.

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

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

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

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

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

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

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

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

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

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

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

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

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

Our products may fail to provide the expected results,

We may experience limited availability of quality ingredients for manufacturing,

We may experience poor quality manufacturing,

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

Our customers could experience results different from our test results.

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

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

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

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

We may be subject to product liability claims.

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

There are significant potential conflicts of interest.

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

In an effort to resolve such potential conflicts of interest, we entered into a written agreement with Ms. Jones 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 have nominal assets and no revenue prior to January 1, 2013, we are still considered a "shell company" and are 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 other tangible assets 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 the box on Form 10-Q and Form 10-K indicating that we are a shell company. To the extent that we are required to comply with additional disclosure because we were a shell company, we may be delayed in executing a merger or acquiring other assets. The SEC adopted a new Rule 144 effective February 15, 2008, which makes resales of restricted securities by shareholders of a shell company more difficult.

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

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

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

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

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

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

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

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

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

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

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

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

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

Risks Related to Our Common Stock

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

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

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

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

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

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

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 Annual Report, there has been no established trading market for our common stock, and most 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 recently been approved and our stock is also 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 are able to have our shares of common stock quoted on the OTCBB and OTCQB, we will try, through a broker-dealer and clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible,” then 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. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long it will take.

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 a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

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

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

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

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

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

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

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

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

Company 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.

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 independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

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

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.

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.

Shareholders of Record

As of September 30, 2013, 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 our founding 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 and will depend upon our results of operations, financial condition, tax laws and other factors as the Board of Directors, 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 is reported by us as of 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.

No payments for our 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 of our affiliates with the funds raised in the offering, which funds we have not yet 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.

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

We were incorporated under the laws of the State of Nevada on June 24, 2011, at which time it acquired the business plan and client/customer list from our founder and former officer of the Company, Ms. Anna C. Jones. Mr. Restituto S. Cenia Jr. is as the Chairman, Director, President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company.

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

We are 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. Specifically, we have developed what we call our basic “E-Scentual” product line, a proprietary anti-aging formula that will make up the main ingredient in our E-Scentual Skin Care Collection. We own the intellectual property relating to E-Scentual, including the unique formulation of natural ingredients.

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, 2013 and June 30, 2012

Our operating results for the fiscal years ended June 30, 2013 and June 30, 2012 are summarized as follows:


		Period ended June 30, 2013		Period ended June 30, 2012
Revenue	$	1,755	$	–
Costs of goods sold		318		–
Sample/marketing expense		726		2,988
Consulting and other expense		33,737		17,260
Amortization expense		1,250		1,250
Organization expenses		–		–
Other income/(expense)		55,638		–
Net income/(loss)	$	20,562	$	(21,498)

Revenues

The Company generated limited revenues for the fiscal year ended June 30, 2013 of $1,755 and none for the fiscal year ended June 30, 2012. Cost of goods sold for the fiscal year ended June 30, 2013 was $318 and none for the fiscal year ended June 30, 2012. Gross margin from the sale of product was $1,437 or 81.9% for the fiscal year ended June 30, 2013. We had no gross margin from the sale of product for the fiscal year ended June 30, 2012. The Company recognized its first sales of product of its formulas during December 2012.

Expenses

Sample/marketing expense

Sample and marketing related expenses were $726 and $2,988, respectively, for the fiscal years ended June 30, 2013 and June 30, 2012. 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. The Company during December 2012 received its first orders for sales of its products and therefore limited its distribution of sample products.

Consulting and other expense

Consulting and other expenses were $33,737 and $17,260, respectively, for the fiscal years ended June 30, 2013 and June 30, 2012. Consulting fees during the fiscal year ended June 30, 2013 totaled $15,700 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 $16,500 during the fiscal year ended June 30, 2012. During the fiscal year ended June 30, 2013 we incurred other operating expense of $9,537 which was primarily administrative costs of our business not related to our offering as compared to $760 during the fiscal year ended June 30, 2012. During the fiscal year ended June 30, 2013 we incurred audit and accounting expense of $8,500 as compared to $0 during the fiscal year ended June 30, 2012. During the fiscal year ended June 30, 2012 we capitalized these costs as well as legal costs associated with our offering as deferred offering costs. 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.

Amortization expense

During the fiscal years ended June 30, 2013 and June 30, 2012, 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 $1,250 in amortization expense for the fiscal year ended June 30, 2012. We amortized these costs over 24 months. Product formulas and product samples have a net balance of $0 as of June 30, 2013.

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 had 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, 2012. 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.

Net Loss

We recognized net income of $20,562 for the fiscal year ended June 30, 2013 as compared to a net loss of $21,498 for the fiscal year ended June 30, 2012. Net income and net loss for the fiscal years ended June 30, 2013 and June 30, 2012, respectively, included costs associated with our product development which are not able to be capitalized.

Liquidity and Capital Resources

As of June 30, 2013, we had $0 in cash and cash equivalents as compared to $317 as of June 30, 2012. As of June 30, 2013, we had a working capital deficit of $19,202 and a deficit accumulated during the developmental stage of $6,601. While we are attempting to generate additional revenues by marketing and distributing our skin care products, our cash position may not be 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, 2013, we owed $14,414 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, 2013, we did not have any outstanding loans from our founder or from unrelated parties in the form of loans. These debts were forgiven as part of the change in control and sale of ownership interest by our founder. There are no other significant liabilities recorded at June 30, 2013.

On May 14, 2013, a change in control occurred. With that 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 which included legal fees owed to our former counsel of $19,500. The Company as of the date of this Annual Report has recorded liabilities of approximately $15,000. No other significant liabilities have been incurred by the Company from June 30, 2013 through the date of this Annual 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.

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 that these costs will range up to $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, 2013 was $10,925 compared to net cash used in operating activities of $13,347 for the fiscal year ended June 30, 2012. This decrease in cash used in operating activities was primarily due to a gain on debt relief of $55,638, offset by net income of $20,562 and an increase in accrued expenses of $17,583.

Net cash provided by (used in) investing activities

Net cash used in investing activities for the fiscal years ended June 30, 2013 and 2012 was $0.

Net cash provided by financing activities

Net cash provided by financing activities for the fiscal year ended June 30, 2013 was $11,242. Cash provided by financing activities for the fiscal year ended June 30, 2012 was $13,664. The decrease in cash provided by financing activities was as a result of less proceeds from borrowings from unrelated parties, offset by offering proceeds of $25,000 less deferred offering costs paid of $26,939.

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.

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, 2013



	Page

Report of Independent Registered Public Accounting Firm	24
Financial Statements for the years ended June 30, 2013 and 2012 and for the period June 24 2011(inception) through June 30, 2013:
Balance Sheets	25
Statements of Operations	26
Statement of Stockholders’ Equity (Deficit)	27
Statements of Cash Flows	28
Notes to Financial Statements	29

PLS CPA, A PROFESSIONAL CORP.

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

t TELEPHONE (858)722-5953 t FAX (858) 433-2979 t FAX (858) 764-5480

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, 2013 and 2012, and the related statements of operations, changes in shareholders’ equity and cash flows for the years ended June 30, 2013 and 2012, period from June 24, 2011 (inception) to June 30, 2013. 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, 2013 and 2012, and the result of its operations and its cash flows for the years ended June 30, 2013 and 2012 and period from June 24, 2011 (inception) to June 30, 2013 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 30, 2013

San Diego, CA. 92111

Registered with the Public Company Accounting Oversight Board

B-MAVEN, INC.

(a Development Stage Company)

Balance Sheets


		June30, 2013		June 30, 2012
ASSETS

CURRENT ASSETS:
Cash	$	-	$	317
Inventory		212		530
Total Current Assets		212		847

OTHER ASSETS:
Deferred offering costs		-		60,439
Intangible asset – Product formulas, net		-		1,250
Total Other Assets		-		61,689

TOTAL ASSETS	$	212	$	62,536

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accrued expenses	$	14,414	$	68,535
Sales revenue received in advance		5,000		-
Loans – related party		-		1,237
Loans – unrelated parties		-		12,427
TOTAL LIABILITIES		19,414		82,199

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 and 7,500,000 shares issued and outstanding, respectively		10,000		7,500
Additional paid in capital		(22,601)		-
Deficit accumulated during development stage		(6,601)		(27,163)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(19,202)		(19,663)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	212	$	62,536

See notes to the financial statements.

B-MAVEN, INC.

(a Development Stage Company)

Statements of Operations


		For the year ended June 30, 2013		For the year ended June 30, 2012		For the period June 24, 2011 (inception) through June 30, 2013

Revenue	$	1,755	$	-	$	1,755
Cost of goods gold		318		-		318
Gross margin		1,437		-		1,437

Expenses:
Samples/marketing expense		726		2,988		3,714
Consulting and other expenses		33,737		17,260		50,997
Amortization expense		1,250		1,250		2,500
Organization expenses		-		-		5,665
Total Expenses		35,713		21,498		62,876

Other Income/(Expense):
Other expenses		-		-		-
Gain on relief of debt		55,638		-		55,638
Total Other Income/(Expense)		55,638		-		55,638

Net Income/(Loss) before income tax		21,362		(21,498)		(5,801)
Provision for income tax		800		-		800

Net income/(loss)	$	20,562	$	(21,498)	$	(6,601)

Basic and diluted income/(loss) per share	$	0.00	$	(0.00)

Weighted average common shares outstanding - basic and diluted		9,780,822		7,500,000

See notes to the financial statements.

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	$ (22,601)	$ (6,601)	$(19,202)

See notes to the financial statements.

B-MAVEN, INC.

(a Development Stage Company)

Statements of Cash Flows


		For the year ended June 30, 2013		For the year ended June 30, 2012		For the period June 24, 2011 (inception) through June 30, 2013
CASH FLOW FROM OPERATING ACTIVITIES:
Net income/(loss)	$	20,562	$	(21,498)	$	(6,601)
Amortization		1,250		1,250		2,500
Gain on debt relief		(55,638)		-		(55,638)

Shares issued for organizational expense		-		-		5,000
Adjustments to reconcile net loss to cash (used in) operating activities:
(Increase)/decrease in inventory		318		(530)		(212)
Increase in sales revenue received in advance		5,000		-		5,000
Increase in accrued expenses		17,583		67,870		50,314
(Increase) in deferred expenses		-		(60,439)		-
Net cash provided by (used in) operating activities		(10,925)		(13,347)		363
CASH FLOW FROM INVESTING ACTIVITIES		-		-		-
CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued for cash		25,000		-		25,000
Deferred offering expenses paid in cash		(26,939)		-		(46,439)
Proceeds from loans - unrelated parties		13,080		17,427		24,738
Repayment of loans - unrelated party		-		(5,000)		(5,000)
Proceeds from loan - related party		101		1,237		1,338
Net cash provided by (used in) financing activities		11,242		13,664		(363)
CHANGE IN CASH		317		317		-
CASH AT BEGINNING OF PERIOD		317		-		-
CASH AT END OF PERIOD	$	-	$	317	$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes	$	800	$	-	$	800
Non-cash investing and financing activities:
Stock issued for acquiring formulas and product samples	$	-	$	-	$	2,500

See notes to the financial statements.

B-MAVEN, INC.

(a Development Stage Company)

Notes to the Financial Statements

June 30, 2013

NOTE 1 – ORGANIZATION

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

The Company has generated limited revenues from its 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. The Company adopted the provisions of ASC 260.

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

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

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

No provision was made for Federal income tax.

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

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

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 $19,202 and a deficit accumulated during the development stage of $6,601 at June 30, 2013. As of June 30, 2013, 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.

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, 2013, there are 10,000,000 shares of common stock issued and outstanding.

NOTE 5 – LOANS - RELATED PARTY

As of June 30, 2013 the Company had $0 in loan proceeds from our founder in order to fund working capital expenses. This loan was unsecured and carried no interest rate or repayment terms. Upon the sale of her ownership and change in control our founder forgave any and all amounts due to her.

NOTE 6 – LOANS - UNRELATED PARTIES

As of June 30, 2013 the Company had $0 in net loan proceeds from three unrelated parties who were business acquaintances of our founder in order to fund working capital expenses. These loans were unsecured and carried no interest rate or repayment terms. All three loans were paid or forgiven during the year ended June 30, 2013.

NOTE 7 – DEFERRED OFFERING COSTS – ADDITIONAL PAID IN CAPITAL

Deferred offering costs consist principally of accounting, legal and other fees incurred through the close of the common stock offering (August 1, 2012) that are directly related to the offering. Deferred offering costs were offset against net proceeds received from our common stock offering. On August 1, 2012, deferred offering costs of $60,439 were offset against additional paid in capital. On or about December 24, 2012 an adjustment was made to additional paid in capital of $14,000 reflecting final payment to our former legal counsel and a credit received from our current legal 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 approximated $56,000 which included legal fees owed to our legal counsel of $19,500 .

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

NOTE 8 – INCOME TAXES

As of June 30, 2013, the Company had net operating loss carry forwards of $6,601 that may be available to reduce future years’ taxable income through 2031.


		As of June 30, 2013		As of June 30, 2012

Deferred tax assets:
Net operating tax carryforwards	$	2,575	$	10,594
Other		-		-
Gross deferred tax assets		2,575		10,594
Valuation allowance		(2,575)		(10,594)

Net deferred tax assets	$	-	$	-

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

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, 2013, 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, 2013.

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.

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, 2013 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, 2013.

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 of directors 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:

Name

Positions Held

with the Company

Age

Date First Elected

or Appointed

Restituto S. Cenia Jr.

Chairman, Director, President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

May 14, 2013

Term of Office

Each director is elected by the board of directors 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 of Directors 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.

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 of Directors held no formal meetings in the prior fiscal year. All proceedings of the Board of Directors 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 of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of nominating and compensation committees.

Audit Committee

Our Board of Directors 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 of Directors 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 of Directors.

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.

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, 2013, we did not make any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.

Board Leadership Structure and Role on Risk Oversight

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

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors 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 of Directors is responsible for establishing and administering our executive and director compensation.

Executive Compensation

The following table sets forth the salaries and director fees we paid to our current and former executive officer in the fiscal years ended June 30, 2013 and June 30, 2012:


SUMMARY COMPENSATION TABLE

Name (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation Earnings ($) (h)	All Other Compensation ($) (i)	Total ($) (j)
Anna C. Jones (1)	2012	-	-	-	-	-	-	-	-
	2013	-	-	-	-	-	-	-	-
Restituto S. Cenia Jr. (2)	2013	-	-	-	-	-	-	-	-

(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 our named executive officers received any grants of stock, option awards or other plan-based awards during the fiscal years ended June 30, 2013 and June 30, 2012.

Options Exercised and Stock Vested Table

None of our named executive officers exercised any stock options, and no restricted stock units held by our named executive officers vested, during the fiscal years ended June 30, 2013 and June 30, 2012.

Outstanding Equity Awards at Fiscal Year-end Table

None of our named executive officers held any unexercised options and unvested stock awards previously awarded as of June 30, 2013.

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.

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 directors for the fiscal year ended June 30, 2013.

Nonqualified

Fees Earned

Non-Equity

Deferred

All

or Paid

Stock

Option

Incentive Plan

Compensation

Other

in Cash

Awards

Compensation

Earnings

Compensation

Total

Name

($)

Anna C. Jones

Restituto Cenia Jr.

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 of Directors 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.

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.

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 30, 2013, 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 30, 2013. 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 a beneficial owner of the 7,500,000 shares of common stock owned 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 our 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 has forgiven this debt as of May 14, 2013, the date that a change in control occurred with the Company, along with certain other debts.

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 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.

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 have 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 of Directors, 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 an officer of 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, 2013 and June 30, 2012 and fees billed for other services rendered by PLS CPA’s during those periods. All services reflected in the following fee table for 2013 and 2012 were pre - approved, respectively, in accordance with the policy of the Board of Directors.


		June 30, 2013		June 30, 2012
Audit fees ⁽¹⁾	$	8,500	$	6,500
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-
Total Fees	$	8,500	$	6,500

Notes:

⁽¹⁾ Audit fees consist of audit and review services, consents and review of documents filed with the SEC.

In its capacity, the Board of Directors pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board of Directors 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 of Directors 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

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT , dated as of April 26, 2013, by and between FOUR HAWKS MANAGEMENT CO. (the “Buyer”) and Anna C. Jones (the “Seller”). As used herein, the term “Parties” shall be used to refer to the Buyer and the Seller, jointly.

WHEREAS:

The Buyer seeks to acquire seven million five hundred thousand (7,500,000) shares of the Common Stock (par value $0.001) (the “Subject Shares”) of B-Maven, Inc., a Nevada corporation (the “Company”).

The Seller is willing to sell and transfer all right, title, and interest to the Subject Shares to the Buyer.

The Seller warrants and represents that he or she is sophisticated and experienced in financial and investment matters and holds and will hold, at the Closing, all right, title, and interest in and to the Subject Shares so as to convey full and unencumbered title to the Buyer pursuant to this Agreement.

The Buyer warrants and represents that it is sophisticated and experienced in financial and investment matters.

The Company has approved the private sale and transfer of the Subject Shares from the Seller to the Buyer in accordance with this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the parties agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.1.

Definitions . The following terms shall have the following meanings for the purposes of this Agreement.

“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, obligations, Taxes, Liens, losses, expenses, and fees, including court costs and attorneys’ fees and expenses where the aggregate sum of said amount is greater than Two Hundred Fifty Dollars ($250.00).

“Affiliate” means, with respect to any specified Person, a Person that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified.

“Affiliated Group” means any affiliated group within the meaning of Code §1504(a) or any similar group defined under a similar provision of state, local or foreign law.

“Agreement” means this Stock Purchase Agreement, including all exhibits and schedules hereto, as it may be amended from time to time.

“Authority” means any governmental regulatory or administrative body, governmental agency, governmental subdivision or authority, any court or judicial authority, any public, private or industry governmental regulatory authority, whether foreign, national, federal, state or local or otherwise, or any Person lawfully empowered by any of the foregoing to enforce or seek compliance with any regulation.

“Backlog” means orders for which there is a specific delivery date for a specified product at a specified price.

“Business” means with respect to the Company, the business and assets of the Company as currently conducted as of the date of this Agreement.

“Buyer” has the meaning set forth in the preface above.

“Buyer’s Representatives” has the meaning set forth in Section 5.4 below.

“Buyer Indemnified Parties” has the meaning set forth in Section 8.2 below.

“Closing” has the meaning set forth in Section 2.5 below.

“Closing Date” has the meaning set forth in Section 2.5 below.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” means any information concerning the Business and affairs of the Company that is not already generally available to the public.

“Contract“ means any contract, lease, commitment, understanding, sales order, purchase order, agreement, indenture, mortgage, note, bond, right, warrant, instrument, plan, permit or license, whether written or oral, which is intended or purports to be binding and enforceable.

“Directors” shall mean all of the members of the Board of Directors of the Company.

“Employee” means each employee and leased employee regardless of whether the term is initially capitalized.

“Employee Benefit Plan” means any (a) nonqualified deferred compensation or retirement plan or arrangement, (b) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee Welfare Benefit Plan or material fringe benefit or other retirement, bonus, or incentive plan or program.

“Employee Pension Benefit Plan” has the meaning set forth in ERISA §3(2).

“Employee Welfare Benefit Plan” has the meaning set forth in ERISA §3(1).

“Environmental Laws” mean all federal, state, provincial, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment including, without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Substances, materials or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect, including (but not limited to) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Toxic Substances Control Act of 1976, as amended, the Federal Water Pollution Control Act Amendments of 1972, the Clean Water Act of 1977, as amended, and any other similar federal, state, or local statutes.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” means The Quick Law Group, PC .

“ERISA Affiliate” means, with respect to the Company, any other Person that, together with the Company, would be treated as a single employer under Section 414 of the Code.

“Escrow Agreement” shall mean the Escrow Agreement entered into by and among the Buyer, the Seller and the Escrow Agent with respect to the Escrowed Funds, in the form attached hereto as Exhibit A with only such changes as shall be in form and substance satisfactory to the parties, acting reasonably.

“Escrowed Funds” has the meaning set forth in Section 2.3 below.

“Financial Statements” means the following:

(a)

the audited financial statements of the Company for the fiscal year ending June 30, 2012 and for the period June 24, 2011 (inception) through June 30, 2011, consisting of the balance sheet at such dates and the related statements of earnings and cash flows for the corresponding periods then ended; and

(b)

the interim unaudited (non-reviewed) internally prepared financial statements of Company for the three (3) month period ending March 31, 2013 which has yet to be reviewed and filed with the Securities and Exchange Commission.

“GAAP” means United States generally accepted accounting principles as in effect from time to time as consistently applied by the Company.

“Hazardous Substance” means any material or substance which (i) constitutes a hazardous substance, toxic substance or pollutant (as such terms are defined by or pursuant to any Environmental Laws) or (ii) is regulated or controlled as a hazardous substance, toxic substance, pollutant or other regulated or controlled material, substance or matter pursuant to any Environmental Laws.

“Indemnified Party” has the meaning set forth in Section 8.4 below.

“Indemnifying Party” has the meaning set forth in Section 8.4 below.

“Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium).

“Knowledge” means what is known or should have been known after reasonable investigation.

“Latest Balance Sheet” means the unaudited balance sheet of the Company dated as of March 31, 2013 attached hereto as Exhibit B .

“Law” means any law, statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Authority.

“Leased Property” has the meaning set forth in Section 3.14(b) below.

“Leases” has the meaning set forth in Section 3.14(b) below.

“Liability” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Lien” means any mortgage, lien (except for any lien for Taxes not yet due and payable), charge, restriction, pledge, security interest, option, lease or sublease, claim, right of any third party, easement, encroachment or encumbrance.

“Material Adverse Effect” shall mean any circumstances, developments or matters whose effect on the Company, its prospects, either alone or in the aggregate, is or would reasonably expected to be materially adverse including, but not limited to, the assertion of any claims relating to or arising out of any undisclosed liability.

“Multiemployer Plan” has the meaning set forth in ERISA §3(37).

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Owned Property” has the meaning set forth in Section 3.14(a) below.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Permits” has the meaning set forth in Section 3.28 below.

“Permitted Liabilities” means Liabilities owed to trade creditors, to employees for wages, to governmental entities for payroll and personal property taxes and other like Liabilities incurred in the Ordinary Course of Business with maturities of less than one (1) year and Liabilities for income and franchise taxes for the fiscal year beginning in 2011 not in excess of the amount of the Reserve for Tax Liability.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Purchase Price” means [REDACTED] ($REDACTED).

“Reserve for Tax Liability” means the reserve for unpaid state and federal income determined in accordance with Section 8.2(b).

“Schedules” means the disclosure schedules accompanying this Agreement.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Seller” has the meaning set forth in the preface above.

“Shares” means the Company’s Common Stock (par value $0.001).

“Subject Shares” means the 7.5 Million (7,500,000) shares of common stock, par value $0.001 per share, of the Company held of record by the Seller.

“Subsidiary” means any corporation, partnership or limited liability company with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

“Tax” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third Party Claim” has the meaning set forth in Section 8.4 below.

“Threshold Amount” has the meaning set forth in Section 8.2(a) below.

“Transaction” means the acquisition by the Buyer of all of the Subject Shares of the Company from the Seller, which is the subject of this Agreement.

ARTICLE II
PURCHASE AND SALE OF THE SUBJECT SHARES

SECTION 2.1.

Basic Transaction . On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, or cause to be sold, to the Buyer, all of the Subject Shares for the Purchase Price specified herein.

SECTION 2.2. Payment of Purchase Price . On the Closing Date by 2:00 p.m. PST, in consideration for the Subject Shares, the Buyer shall deposit with the Escrow Agent (pursuant to the terms of the Escrow Agreement) the sum of REDACTED ($REDACTED) as payment for the Purchase Price of the Subject Shares.

SECTION 2.3.

Escrow . Pursuant to the Escrow Agreement, the Buyer shall deposit with the Escrow Agent the Purchase Price (the “Escrowed Funds”) in a non-interest-bearing escrow account (the “Escrow Account”).

SECTION 2.4.

The Closing . The closing of this Transaction (the “Closing”) shall take place at 1035 Pearl Street, Suite 403, Boulder, Colorado 80302, commencing at 10:00 a.m. PST time on the earlier of (i) April 22, 2013 or (ii) three (3) business days following the satisfaction or waiver of all conditions to the obligations of the parties to consummate this Transaction (other than conditions with respect to actions the respective parties will take at the Closing itself) or such other date as the parties may mutually determine, but in any event no later than April 26, 2013 (the “Closing Date”). It is the intent of the parties that the Buyer shall assume control of the Company immediately at the Closing.

SECTION 2.5.

Closing Deliveries by the Seller . To effect the transfer referred to in Section 2.1 hereof and the delivery of the Purchase Price, the Seller shall deliver the following at the Closing:

(a)

two (2) stock certificates evidencing the Subject Shares, namely, stock certificate numbered 1001 and 1002 aggregating a total of 7,500,000 shares, all of which are and shall be, at Closing, free and clear of any and all Liens, duly endorsed in blank by the Seller for transfer and accompanied by stock powers duly executed in blank with signature guaranteed under Medallion seal or bank signature guarantee unless transfer agent will accept an alternative documentation to achieve conveyance;

(b)

all consents, approvals, releases and waivers from governmental Authorities and other third parties required or necessary to consummate this Transaction satisfactory in form and substance to the Buyer and its counsel;

(c)

an executed copy of the Escrow Agreement as duly executed by the Seller;

(d)

manually executed Action of the Board of Directors of the Company electing the Buyer’s nominee as the sole Director of Company’s Board of Directors and accepting the resignation of all current Directors of the Company’s Board of Directors; and all current officers of the Company;

(e)

a certificate of the Company’s President, Chief Financial Officer and Secretary, Anna C. Jones, certifying that the statements made in this Agreement are accurate and complete and that this Agreement has been duly approved by the Company’s Board of Directors, both as reasonably determined by the Buyer;

(f)

manually-executed resignation of the Company’s current officer;

(g)

all documents, instruments, and utilities to allow the Buyer and the Buyer’s nominee to upload filings for the Company with Edgar;

(h)

a copy of all of the Company’s state and federal tax returns, as filed with the California Franchise Tax Board and the U.S. Internal Revenue Service, respectively, for each of the 52-53 week tax year ending June 30, 2012 immediately preceding the date of this Agreement;

(i)

a copy of all Board and Shareholder minutes and actions from inception of the Company (and each predecessor of the Company) to the present;

(j)

all other documents required to be delivered to the Buyer pursuant to Article VI hereof not specifically mentioned above in this Section 2.6; and

(k) Seller will assume responsibility for all filings under Section 16a and 13d under the Securities and Exchange Act.

all instruments and documents executed and delivered to the Buyer pursuant hereto shall be in form and substance and shall be executed in a manner satisfactory to the Buyer and its counsel.

SECTION 2.6.

Closing Deliveries by the Buyer . To effect the transfer referred to in Section 2.1 hereof and the delivery of the Purchase Price, the Buyer shall deliver the following to the Escrow Agent prior to the Closing:

(a)

a wire transfer delivered to and payable to the Escrow Agent in an amount equal to the Purchase Price, in accordance with the Escrow Agreement;

(b)

a duly executed copy of the Escrow Agreement as executed by the Buyer; and

(c)

all other documents required to be delivered to the Seller pursuant to Article VII hereof not specifically mentioned above in this Section 2.7; and

all instruments and documents executed and delivered to the Seller pursuant hereto shall be in form and substance, and shall be executed in a manner, satisfactory to the Seller and his counsel.

ARTICLE III
REPRESENTATIONS OF THE SELLER

The Seller hereby represents and warrants to the Buyer that the statements contained in this Article III are correct and complete as of the date of this Agreement, and except as amended pursuant to Section 5.8, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article III), except as set forth in the Schedules hereto. Nothing in the Schedules shall be deemed adequate to disclose an exception to a representation or warranty made herein, however, unless the Schedule identifies the exception with reasonable particularity. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). An item disclosed in any Schedule shall be deemed disclosed for purposes of all Schedules.

SECTION 3.1.

Authorization of Transaction . The Seller has full power and authority to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

SECTION 3.2.

Brokers’ Fees . Neither the Seller nor the Company has any Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to this Transaction for which the Buyer could become liable or obligated.

SECTION 3.3.

The Subject Shares . The Seller holds of record and owns beneficially all of the Subject Shares, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities Laws), Taxes, Liens, options, warrants, purchase rights, Contracts, commitments, equities, claims, and demands. The Seller is not a party to any option, warrant, purchase right, or other Contract or commitment that could require the Seller to sell, transfer, or otherwise dispose of any of the Subject Shares (other than this Agreement). The Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any Subject Shares.

SECTION 3.4.

Organization, Qualification, and Corporate Power . The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada. The Company is duly authorized to conduct business and is in good standing under the Laws of each jurisdiction except where the failure to be so qualified would not have a Material Adverse Effect on the Company. The Company has full corporate power and authority and all licenses, Permits, and authorizations necessary to carry on the Business in which it is engaged and to own and use the properties owned and used by it. The copies of the Certificate of Incorporation and Bylaws of the Company (as amended to date) which have been (or will be) delivered to the Buyer are correct and complete. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of the Company are correct and complete. The Company is not in default under or in violation of any provision of its Certificate of Incorporation or Bylaws. The Company does not own or have any interest in any Subsidiaries.

SECTION 3.5.

Capitalization .

(a)

The entire authorized capital stock of the Company consists of one hundred million (100,000,000) shares of common stock, $0.001 par value, of which ten million (10,000,000) shares are issued and outstanding, one million (1,000,0000) shares of blank check preferred stock, $0.001 par value, of which no shares are issued. All of the issued and outstanding Shares of the Company have been duly authorized, are validly issued, fully paid, and non-assessable, and seven million five hundred thousand (7,500,000) Subject Shares are held of record by the Seller. There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other Contracts or commitments that could require the Company to issue, sell, or otherwise cause to become outstanding any of the Shares of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Shares of the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the Shares of the Company.

(b)

The assignments, endorsements, stock powers and other instruments of transfer delivered by the Seller to the Buyer at the Closing will be sufficient to transfer the Seller’s entire interest, legal and beneficial, in the Subject Shares and, after such transfer, the Buyer shall own all of the Subject Shares. The Seller has full power and authority (including full corporate power and authority) to convey good and marketable title to all of the Subject Shares, and upon transfer to the Buyer of the certificates representing such Subject Shares, the Buyer will receive good and marketable title to the Subject Shares, free and clear of all Liens.

SECTION 3.6.

Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of this Transaction will (i) violate any constitution, Law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company is subject or any provision of the Articles of Incorporation or Bylaws of the Company, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Contract, lease, license, instrument, or other arrangement to which any of the Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Lien upon any of its assets). The Company need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the parties to consummate this Transaction.

SECTION 3.7.

Settlement of All Liabilities . No later than two (2) business days post to the Closing, the Seller agrees that the Company shall deliver to the Escrow Agent the following:

(a)

executed agreements, as reasonably acceptable to the Buyer, showing the sale of all material assets of the Company;

(b)

executed agreements, as reasonably acceptable to the Buyer, showing the release and settlement of all debts, obligations, commitments, and liabilities, whether accrued or contingent, whether oral or written, of the Company.

(c)

Buyer through discussion with legal counsel has agreed to the manner and method of settlement of liabilities of the Company. All outstanding obligations of the Company shall be settled from the Escrowed Funds by the Escrow Agent, and other obligations shall provide releases of amounts due and payable dated as of the Closing Date, leaving a balance of $ 5,000.00 to be used for the contemplated purchase of the Company derived formulas, inventory, distribution agreement and purchase orders.

SECTION 3.8.

Subsidiaries . The Company does not have any direct or indirect Subsidiaries, either wholly or partially owned and the Company does not have any direct or indirect economic, voting or management interest in any Person or own any securities issued by any Person.

SECTION 3.9.

Financial Statements . The Financial Statements of the Company are set forth in the Company’s filings on www.sec.gov. The Financial Statements have been and will be prepared in accordance with GAAP and present fairly the financial position, assets and Liabilities of the Company as of the dates thereof and the revenues, expenses, results of operations of the Company for the periods covered thereby. The Financial Statements were prepared from the books and records of the Company and do not reflect any transactions which are not bona fide transactions.

SECTION 3.10

Events Subsequent to Latest Balance Sheet . Since the date of the Latest Balance Sheet, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of the Company or in any item set forth on any of the Schedules attached hereto, which would have a Material Adverse Effect on the Company:

(a)

the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business to which the Company is or will be bound on or after the Closing;

(b)

the Company has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than Two Hundred Dollars ($200.00) or outside the Ordinary Course of Business to which the Company is or will be bound on or after the Closing;

(c)

no party (including the Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Company is a party or by which it is or will be bound on or after the Closing;

(d)

the Company has not imposed and is not aware of any Lien upon any of its assets, tangible or intangible to which the Company is or will be bound on or after the Closing;

(e)

the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) to which the Company is or will be bound on or after the Closing;

(f)

the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than One Hundred Dollars ($100.00) either individually or in the aggregate to which the Company is or will be bound on or after the Closing;

(g)

Not used;

(h)

the Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business to which the Company is or will be bound on or after the Closing;

(i)

the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than One Hundred Dollars ($100.00) or outside the Ordinary Course of Business to which the Company is or will be bound on or after the Closing;

(j)

the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property to which the Company is or will be bound on or after the Closing;

(k)

there has been no change made or authorized in the Certificate of Incorporation or Bylaws of the Company and there are no commitments or arrangements which would reasonably cause or result in such change;

(l)

the Company has not issued, sold, or otherwise disposed any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock to which the Company is or will be bound on or after the Closing;

(m)

the Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any capital stock;

(n)

the Company does not have any outstanding any loan from, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates;

(o)

the Company is not a party to any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement;

(p)

at Closing, the Company will not have any obligation to any Person for any employment compensation, consulting fees, or any taxes arising out of or related thereto;

(q)

the Company has no outstanding bonus, profit sharing, incentive, severance, or other plan, Contract, or commitment for the benefit of any of its Directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); and

(r)

there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of the Company.

SECTION 3.11.

Undisclosed Liabilities .

(a)

Except as set forth on Schedule 3.11 , the Company has no Liability (and to the Knowledge of the Seller and the Directors and officers of the Company, there is no basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against it giving rise to any Liability), except for Liabilities set forth on the face of the Latest Balance Sheet (rather than in any notes thereto) (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law or arose out of any charge, complaint, actions, suit, claim, proceeding or demand).

SECTION 3.12.

Legal Compliance . The Company has complied with all applicable Laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges there under) of federal, state, local, and foreign governments (and all agencies thereof), and, to the Knowledge of the Seller and the Directors and officers the Company, no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply.

SECTION 3.13.

Tax Matters .

(a)

The Company has duly and timely filed all Tax Returns that it has been required to file for all periods through and including the Closing Date. All such Tax Returns were correct and complete in all respects. All Taxes owed by the Company (whether or not shown on any Tax Return) have been timely paid. The Company has not requested or been granted any extension of time within which to file any Tax Return.

(b)

The Company has maintained adequate provision for all unpaid Liabilities for Taxes, whether or not disputed, that have accrued with respect to or are applicable to the period ended on and including the Closing Date or to any years and periods prior thereto and for which the Company may be directly or contingently liable in its own right or as a transferee of the assets of, or successor to, any Person. The Company has not incurred any Tax Liabilities other than in the Ordinary Course of Business for any taxable year for which the applicable statute of limitations has not expired. No claim has ever been made by an Authority in a jurisdiction where the Company does not pay Taxes or file Tax Returns and is or may be subject to taxation by that jurisdiction. There are no Liens on any of the assets of any of the Company that arose in connection with any failure (or alleged failure) to pay any Tax.

(c)

Since inception, none of the Tax Returns of the Company have ever been audited or investigated by any taxing Authority, and no facts exist which would constitute grounds for the assessment of any additional Taxes by any taxing Authority with respect to the taxable years covered in such Tax Returns. No issues have been raised in any examination by any taxing Authority with respect to the businesses and operations of the Company which, by application of similar principals, reasonably could be expected to result in a proposed adjustment to the Liability for Taxes for any other period not so examined. Neither the Seller nor the Directors and officers (and employees responsible for Tax matters) of the Company have received, or expect to receive, from any taxing Authority any written notice of a proposed adjustment, deficiency, underpayment of Taxes or any other such notice which has not been satisfied by payment or been withdrawn, and no claims have been asserted relating to such Taxes against the Company.

(d)

Schedule 3.13 lists all federal, state, local, and foreign income Tax Returns filed with respect to the Company for taxable periods for which the applicable statue of limitations has not expired, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. The Seller has delivered to the Buyer correct and complete copies of all federal, state, local and foreign income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company for taxable periods for which the applicable statute of limitations has not expired. The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(e)

The Company has withheld and paid all Taxes required to have been withheld and paid including, without limitation, sales and use taxes, and all Taxes in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(f)

The Company has not filed a consent to the application of Section 341(f) of the Code.

(g)

The Company will not be required, as a result of (i) a change in accounting method for a Tax period beginning on or before the Closing Date, to include any adjustment under Section 481(c) of the Code (or any corresponding provision of state, local or foreign Tax Law) in taxable income for any Tax period beginning on or after the Closing Date, or (ii) any “closing agreement,” as described in Section 7121 of the Code (or any corresponding provision of state, local or foreign Tax Law), to include any item of income in, or exclude any item of deduction from, any Tax period beginning on or after the Closing Date.

(h)

The Company has disclosed on its income Tax Returns all positions taken therein that could give rise to an accuracy-related penalty under Section 6662 of the Code (or any corresponding provision of Tax law).

(i)

The Company has not made any payments, is obligated to make any payments or is a party to any agreement that under certain circumstances could obligate it to make any “excess parachute payment” as defined in Section 280G of the Code or any payments that will not be deductible under Section 162(m) of the Code.

(j)

The Company is not a party to any Tax allocation or sharing agreement. The Company is not subject to any joint venture, partnership or other arrangement or Contract which is treated as a partnership for federal income Tax purposes.

(k)

None of the assets of the Company constitutes tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code, and none of the assets reflected on the Financial Statements is subject to a lease, safe harbor lease or other arrangement as a result of which the Company holding legal title to the asset is not treated as the owner for federal income Tax purposes.

(l)

The basis of all depreciable or amortizable assets, and the methods used in determining allowable depreciation or amortization (including cost recovery) deductions of the Company, are correct and in compliance with the Code and the regulations there under in all material respects.

(m)

The Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code.

(n)

The Company has not: (A) been a member of an Affiliated Group filing a consolidated federal income Tax Return or (B) any Liability for the Taxes of any Person (other than itself) under Treas. Reg. §1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by Contract, or otherwise.

(o)

The Company is not a party to or otherwise subject to any arrangement having the effect of or giving rise to the recognition of a deduction or loss in a taxable period ending on or before the Closing Date and a corresponding recognition of taxable income or gain in a taxable period ending after the Closing Date, or any other arrangement that would have the effect of or give rise to the recognition of taxable income or gain in a taxable period ending after the Closing Date without the receipt of or entitlement to a corresponding amount of cash.

SECTION 3.14.

Real Property.

(a)

The Company does not own or hold any interest in any real property. In addition, the Company does not own or hold any leases, subleases, licenses, concessions, or other Contracts, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of Owned Property. The Company does not hold any real property leased or subleased to it (the “Leased Property”).

SECTION 3.15.

Intellectual Property .

(a)

The Company does not own or hold any interest in any intellectual property other than its trade name, its proprietary formulations for cosmeceutical creams, cleansers and ointments.

(b)

To the Knowledge of the Seller and the Company there are no outstanding or threatened claims asserting that the Company has interfered with, infringed upon, misappropriated, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of the Company’s Businesses as presently conducted.

SECTION 3.16.

Tangible Assets . The Company does not own any machinery, equipment, and other tangible assets necessary for the conduct of its Businesses as presently conducted.

SECTION 3.17.

Inventory . The Company has no Inventory, except as otherwise noted on Schedule 3.17.

SECTION 3.18.

Contracts . At Closing the Company is not and shall not be liable under any contract to any third party accept as set forth in Schedule 3.18.

SECTION 3.19.

Notes and Accounts Receivable . There are no notes and accounts receivable of the Company.

SECTION 3.20.

Powers of Attorney . There are no outstanding powers of attorney executed on behalf of the Company.

S ECTION 3.21.

Insurance . The Company has not maintained any insurance at any time. The Seller is not aware of any claims against the Company that are not covered by insurance.

SECTION 3.22.

Litigation . The Company is not a party to any Litigation and is not (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party or to the Knowledge of the Seller and the officer of the Company is threatened to be made a party to any action, suit, proceeding, baring, or investigation of, in, or before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator. There are no known actions, suits, proceedings, hearings, and investigations which would reasonably be expected to result in any adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Neither the Seller nor the officer of the Company have any reason to believe that any such action, suit, proceeding, hearing, or investigation may be brought or threatened against the Company. Neither the Seller nor the Company has any Liability with respect to any claims or threatened claims by third parties relating to any sale or proposed sale of the Subject Shares. Neither the Seller, nor the Company is a party to any litigation relating to such claims and, to the Knowledge of the Seller and the officer of the Company, no such litigation is threatened.

SECTION 3.23.

Product Warranty . The Company has not manufactured, sold, or delivered any product or service to any third party, except as otherwise noted on Schedule 3.23.

SECTION 3.24.

Product Liability . The Company does not have Liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or un-accrued, whether liquidated or un-liquidated, and whether due or to become due) arising out of any injury to individuals or property.

SECTION 3.25.

Employees . The Company has no Liability to any employee, consultant, contractor, and other person .

SECTION 3.26.

Employee Benefits .

(a)

General. The Company is not a plan sponsor of, maintains, contributes to, has contributed to, participates in or has participated in, or has any Liability or contingent Liability with respect to:

(i)

any Employee Welfare Benefit Plan or Employee Pension Benefit Plan;

(ii)

any retirement or deferred compensation plan, incentive compensation plan, stock plan, unemployment compensation plan, vacation pay, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any other fringe benefit arrangements for any current or former employee, director, consultant or agent, whether pursuant to Contract, arrangement, custom or informal understanding, which does not constitute an Employee Welfare Benefit Plan or Employee Pension Benefit Plan; or

(iii)

any employment agreement.

(b)

Compliance with Employee Benefit Laws; Liabilities. The Company has no Liability under any Employee Benefit Plans and the Company has no Liability or contingent Liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory Liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B of the Code. The Company does not contribute to, has contributed to, participates in, or has participated in, or has any Liability or contingent Liability with respect to any Multiemployer Plan.

SECTION 3.27.

Environmental Matters . The Company and its Affiliates has complied and is in compliance with all Environmental Laws and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed or, to the Knowledge of the Seller and the Company, commenced against any of them alleging any such failure to comply.

SECTION 3.28.

Improper and Other Payments .

(a)

The Company or any Affiliate or any Person acting on behalf of either of them, has made, paid or received any bribes, kickbacks or other similar payments to or from any Person, whether lawful or unlawful;

(b)

No contributions have been made, directly or indirectly, to a domestic or foreign political party or candidate.

(c)

No improper foreign payment (as defined in the Foreign Corrupt Practices Act) has been made; and

(d)

The internal accounting controls of the Company are adequate to detect any of the foregoing.

SECTION 3.29.

Investments/Loans; Affiliates . On the Closing Date the Company shall have no equity interests in, or loans or other advances to or from any third party.

SECTION 3.30.

Taxes . On the Closing Date the Company shall have no Liability for any Taxes with respect to any periods ending on or before the Closing Date.

SECTION 3.31.

Pension . On the Closing Date, the Company shall have made all contributions required under the terms of all Employee Benefit Pension Plans and shall have made all contributions which have accrued on its books as of the Closing Date .

SECTION 3.32.

Debt . On the Closing Date, the Company will not have any Liabilities unless the Buyer’s written consent thereto has been delivered by the Buyer to the Seller before the Closing Date, and as provided in Section 3.7(c).

SECTION 3.33.

Accuracy of Statements . Neither this Agreement nor any Schedule, exhibit, statement, list, document, certificate or other information furnished or to be furnished by the Seller to the Buyer or any of the Buyer’s Representatives or any Affiliate of the Buyer in connection with this Agreement or this Transaction contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Seller that the statements contained in this Article IV are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Article IV).

SECTION 4.1.

Organization of the Buyer . The Buyer is a CORPORATION duly organized, validly existing, and in good standing under the laws of its domicile. The Buyer is not in default under or in violation of any provision of its articles of incorporation or bylaws.

SECTION 4.2.

Authorization of Transaction . The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

SECTION 4.3.

Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of this Transaction, will (i) violate any constitution, Law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Buyer is subject or any provision of its charter or bylaws or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under any agreement, Contract, lease, license, instrument, or other arrangement to which the Buyer is a party or by which it is bound or to which any of its assets is subject.

SECTION 4.4.

Brokers’ Fees . The Buyer has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to this Transaction for which the Seller could become liable or obligated.

SECTION 4.5.

Accuracy of Statements . Neither this Agreement nor any Schedule, exhibit, statement, list, document, certificate or other information furnished or to be furnished by or on behalf of the Buyer to the Seller or any representative or Affiliate of the Seller in connection with this Agreement or this Transaction contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.

SECTION 4.6.

Nominee . The Nominee or Buyer shall be such person as shall, by prior expertise and background possess the character and skill for the position and not have any prior background as would disqualify them under Rule 262 of Regulation A of the Securities Act of 1933.

SECTION 4.7

Disclosure Matter. To the extent possible, Buyer agrees not to disclose the Purchase Price in any public disclosure, filing with the Securities and Exchange Commission, or the like, unless otherwise it is deemed to be required in a filing.

SECTION 4.8 Buyer Qualification . Buyer warrants and represents that it is not subject to any judgment, decree, investigation, litigation, or court order that would be deemed to interfere with this transaction, this Agreement or the Escrow Agreement. Buyer represents that all funds that are transferred pursuant to the Purchase Price and the Escrow Funds have been obtained and transferred in accordance with USA Patriot Act laws, and that Buyer, or its affiliates and assigns, are not listed on the Specially Designated Nationals List (SDN) as managed by the Office of Foreign Assets Control (OFAC).

ARTICLE V
COVENANTS

SECTION 5.1.

General . Each of the parties will use his or its best efforts to take all action and to do all things necessary in order to consummate and make effective this Transaction (including satisfaction, but not waiver, of the closing conditions set forth in Articles VI and VII below).

SECTION 5.2.

Notices and Consents . The Seller will cause the Company to give any notices to third parties, and will cause the Company to obtain any third party consents, that the Buyer may reasonably request.

SECTION 5.3.

Operation of Business . From the date of this Agreement until the Closing Date, the Seller shall cause the Company to be operated in the Ordinary Course of Business and to use commercially reasonable efforts to preserve intact the present business organization and personnel of the Company, preserve the business relationships of the Company with other Persons material to the operation of the Company, and not permit any action or omission which would cause any of the representations or warranties of the Company contained herein to become inaccurate or any of the covenants of the Company to be breached. Without limiting the generality of the foregoing, prior to the Closing and without the prior written consent of the Buyer, the Seller shall cause the Company to:

(a)

not incur any obligation or enter into any Contract outside the Ordinary Course of Business or which (i) requires a payment by any party in excess of, or a series of payments which in the aggregate exceed, One Hundred Dollars ($100.00) and (ii) has a term of, or requires the performance of any obligations by the Company over a period in excess of one week;

(b)

not take any action, or enter into or authorize any Contract or transaction involving more than One Hundred Dollars ($100.00), other than this Transaction;

(c)

not sell, transfer, convey, assign or otherwise dispose of any of its assets or properties;

(d)

not waive, release or cancel any claims against third parties or debts owing to it, or any other rights;

(e)

not make any changes in its accounting systems, policies, principles or practices;

(f)

not enter into, authorize, or permit any transaction with the Seller or any Affiliate thereof, or enter into any Contract relating to compensation or benefits with any Person, or, modify any compensation amounts or levels of any officer or employee;

(g)

except as required for this Transaction, not change or amend its Certificate of Incorporation or Bylaws;

(h)

not authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of capital stock or any other securities of the Company, or amend any of the terms of any such capital stock or other securities, except as required for this Transaction;

(i)

not split, combine, or reclassify any shares of its capital stock, declare, set aside or pay any dividend or other distribution in property other than cash in respect of its capital stock, or redeem or otherwise acquire any capital stock or other securities of the Company;

(j)

not make any borrowings, incur any debt, or assume, guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or make any payment or repayment in respect of any indebtedness in excess of Two Hundred Dollars ($200.00);

(k)

not make any loans, advances or capital contributions to, or investments in, any other Person or the operating assets of any Person;

(l)

not enter into, adopt, amend or terminate any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreements, trusts, plans, funds or other arrangements for the benefit or welfare of any Director, manager, officer or employee, or increase in any manner the compensation or fringe benefits of any Director, manager, officer or employee or pay any benefit not required by any existing plan and arrangement or enter into any Contract, agreement, commitment or arrangement to do any of the foregoing;

(m)

not acquire, lease, encumber or otherwise impose a Lien on any assets, whether tangible or intangible;

(n)

not authorize or make any capital expenditures which individually or in the aggregate are in excess of One Hundred Dollars ($100.00);

(o)

not make any Tax election or settle or compromise any federal, state, local or foreign income Tax Liability, or waive or extend the statute of limitations in respect of any such Taxes;

(p)

not pay any amount, perform any obligation or agree to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of Liability against the Company or any of its Directors, managers, officers, employees or agents;

(q)

not terminate, modify, amend or otherwise alter or change any of the terms or provisions of any agreement, or pay any amount not required by Law or by any Contract;

(r)

other than overnight deposits or money market instruments and investments existing on the date hereof, not make any investments with cash or the proceeds of existing investments;

(s)

not declare set aside or pay any dividend or make any distribution with respect to the Shares;

(t)

not grant, award or pay any bonuses to any employees, independent contractors or other representatives in excess of Two Hundred Dollars ($200.00) in the aggregate; and

(u)

make all contributions required under the terms of any employee benefit Pension Plan and make all contributions which have been accrued on the books of the Company.

SECTION 5.4.

Full Access . The Seller will permit and cause the Company to permit, representatives of the Buyer (including, but not limited to, accountants, appraisers, attorneys, engineers, etc.) hired by the Buyer to assist in performing a due diligence investigation of the Company and the assets or Business of the Company relative to this Transaction (collectively, “Buyer’s Representatives”) to have full access to all premises, properties, personnel, books, records (including Tax records), Contracts, and documents of or pertaining to the Company and shall make the officers and employees of the Company available to the Buyer’s Representatives as the Buyer’s Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company to take any actions that would disrupt the normal course of its business or violate the terms of any agreement to which the Company is bound or any applicable Law or regulation. The Seller will deliver to the Buyer or the Buyer’s Representatives correct and complete copies of the Certificate of Incorporation, Bylaws, and minutes and actions of the Company’s Board of Directors, Shareholders, and all committees of each thereof, and will also cause Action Stock Transfer, the Company’s stock transfer agent to deliver a recent complete and accurate list of all of the Company’s stockholders reasonably acceptable to the Buyer. The Buyer’s Representatives will not use any of the Confidential Information received from the Company except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Buyer’s Representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the Confidential Information that they receive from the Company which are in its possession and will only use such Confidential Information in the defense of any litigation related to this Agreement; provided, however , that the Buyer’s Representatives shall not be responsible for the confidentiality of any information (i) which, at the time of disclosure, is available publicly, through no fault of the Buyer (ii) which, after disclosure, becomes available publicly through no fault of the Buyer’s Representatives, or (iii) which the Buyer’s Representatives knew or to which the Buyer’s Representatives had access prior to disclosure.

SECTION 5.5.

Exclusivity . Until Closing, the Seller will not (and the Seller will not cause or permit the Company to: (i) solicit, initiate, or encourage the submission of any proposal or offer from any Person relating to the acquisition of any capital stock or other voting securities, or any substantial portion of the assets, of the Company (including any acquisition structured as a merger, consolidation, or share exchange) or (ii) participate in any discussions or negotiations regarding, furnish any information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing. The Seller will not vote the Subject Shares in favor of any such acquisition structured as a merger, consolidation, or share exchange. The Seller will notify the Buyer immediately if any Person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

SECTION 5.6.

Efforts .

(a)

Subject to the terms and conditions hereof, each party hereto shall use all reasonable efforts to consummate this Transaction as promptly as practicable. An undertaking of a Person under this Agreement to use such Person’s commercially reasonable efforts shall not require such Person to incur unreasonable expenses or obligations in order to satisfy such undertaking.

(b)

The Seller and the Buyer will, and the Seller shall cause the Company, to, as promptly as practicable (i) make the required filings with, and use their respective best efforts to obtain all required authorizations, approvals, consents and other actions of, governmental Authorities and (ii) use their respective commercially reasonable efforts to obtain all other required consents of other Persons, with respect to this Transaction.

(c)

The Buyer will use commercially reasonable efforts to obtain the financing necessary to consummate this Transaction.

SECTION 5.7.

Maintenance of Insurance . Not Applicable

SECTION 5.8.

Notice and Supplemental Information . The Seller and the Buyer shall each give prompt notice to the other parties of any material adverse development causing a breach of any of their respective representations and warranties in Articles III and IV respectively, and of their respective covenants contained in this Article V. In addition, the Seller will, from time to time, as necessary, within a reasonable period of time preceding the Closing, by notice in accordance with the terms of this Agreement, supplement or amend the Schedules, including one or more supplements or amendments to correct any matter which would constitute a breach of any representation, warranty, agreement or covenant contained herein. If the Seller supplements or amends the Schedules with facts or circumstances that would reasonably be expected to have a Material Adverse Effect on the Company, the sole remedy of the Buyer under this Section 5.8 shall be termination of the Agreement as provided for in Section 10.1(e).

SECTION 5.9.

Press Releases and Public Announcements . No party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written approval of the Buyer and the Seller; provided, however , that any party may make any public disclosure it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly-traded securities (in which case the disclosing party will use its best efforts to advise the other parties prior to making the disclosure).

SECTION 5.10.

Consistent Tax Reporting . The Seller and the Buyer shall treat and report this Transaction in all respects consistently for purposes of any federal, state, local or foreign Tax. The parties hereto shall not take any actions or positions inconsistent with the obligations set forth herein.

SECTION 5.11.

Resignation of Officers and Directors . The Seller shall cause each officer of the Company to tender his or her resignation from such position, and shall appoint Buyer’s nominee(s) as officers effective as of the Closing. The Seller shall cause each director of the Company to tender his or her resignation from such position and shall be submitted at Closing. Seller shall cause the appointment of the Buyer’s nominee (s) as Director of the Company effective as of the Closing.

SECTION 5.12.

Transition . The Seller will not take any action, and the Seller will cause the Company not to take any action, that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing.

SECTION 5.13.

Post-Closing Covenants . The Seller and the Buyer agree as follows with respect to the period following the Closing:

(a)

In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties will take such further action (including the execution and delivery of such further instruments and documents) as any other party hereto reasonably may request, all at the sole cost and expense of the requesting party (unless the requesting party is entitled to indemnification therefor under Article VIII). From and after the Closing the Buyer will be entitled to access all documents, books, records, agreements, and financial data of any sort relating to the Company that was not received by the Buyer at the Closing.

(b)

In the event and for so long as any party hereto actively is contesting or defending against any charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand in connection with (i) this Transaction or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date involving the Company, each of the other parties hereto will cooperate with him or it and his or its counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending party (unless the contesting or defending party is entitled to indemnification therefor under Article VIII).

ARTICLE VI
CONDITIONS TO OBLIGATION OF THE BUYER

The obligation of the Buyer to consummate this Transaction is subject to satisfaction of the following conditions:

SECTION 6.1.

Representations and Warranties True as of Closing Date . The representations and warranties set forth in Article III shall have been accurate, true and correct on and as of the date of this Agreement, and shall also be accurate, true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

SECTION 6.2.

Compliance with Covenants . The Seller shall have performed and complied with all of the covenants hereunder in all material respects through the Closing.

ARTICLE VII
CONDITIONS TO OBLIGATION OF THE SELLER

The obligation of the Seller to consummate this Transaction is subject to satisfaction of the following conditions:

SECTION 7.1.

Representations and Warranties True as of Closing . The representations and warranties set forth in Article IV shall have been accurate, true and correct on and as of the date of this Agreement, and shall also be accurate, true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

SECTION 7.2.

Compliance with Covenants . The Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing.

SECTION 7.3.

Actions or Proceedings . No action, suit, or proceeding shall be pending before any court or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (a) prevent consummation of this Transaction or (b) cause this Transaction to be rescinded following consummation (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect).

SECTION 7.4.

Certificate . The Buyer shall have delivered to the Seller a certificate to the effect that each of the conditions specified above in Sections 7.1 - 7.3 is satisfied in all respects.

SECTION 7.5.

Documents . All actions to be taken by the Buyer in connection with the consummation of this Transaction and all certificates, opinions, instruments, and other documents required to effect this Transaction will be reasonably satisfactory in form and substance to the Seller.

ARTICLE VIII
SURVIVAL AND REMEDY; INDEMNIFICATION

SECTION 8.1.

Survival of Representations and Warranties . All of the terms and conditions of this Agreement, together with the warranties, representations, agreements and covenants contained herein or in any instrument or document delivered or to be delivered pursuant to this Agreement, shall survive the execution of this Agreement and the Closing Date, notwithstanding any investigation heretofore or hereafter made by or on behalf of any party hereto; provided, however , that unless otherwise stated, the agreements and covenants set forth in this Agreement shall survive and continue until October 31, 2013 (the “Indemnification Period”).

SECTION 8.2.

Indemnification by the Seller .

(a)

In the event that, during the Indemnification Period there is (i) a breach (or an alleged breach) of any of the representations or warranties made by, or any breach of or failure to perform any covenant, agreement or obligation of, the Seller in this Agreement or any other document contemplated hereby, or in any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement, (ii) any Liabilities, Adverse Consequences or remediation, clean-up or similar obligations or costs under Environmental Laws and relating to the Business and activities or the ownership, operation or lease by the Company of facilities in respect of any periods prior to the Closing, or (iii) any demands, assessments, judgments, costs and reasonable legal and other expenses or other Adverse Consequences arising from, or in connection with, any investigation, action, suit, proceeding or other claim incident to the Liability or any of the foregoing and, if there is an applicable survival period pursuant to Section 8.1, then, in each case, provided that the Buyer made a written claim for indemnification and provided that Buyer incurs an aggregate of Five Hundred Dollars ($500.00) in out-of-pocket expenses and costs in connection with any of the foregoing (the “Threshold Amount”), then thereafter the Seller agrees (subject to the limitations set forth in this Section 8.2) to indemnify the Buyer and its Affiliates from and against the entirety of any Adverse Consequences the Buyer Indemnified Parties may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by any breach (or alleged breach) of the foregoing.

(b)

Subject to the provisions of Section 8.2(a), the Seller agrees to indemnify the Buyer from and against the entirety of the Limit Amount the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Company for any Taxes of the Company.

(c)

Subject to the provisions of Section 8.2(a), the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences up to the Limit Amount the Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any unknown, undisclosed, or contingent debts or obligations (including, but not limited to, environmental, legal and employee benefit Liability exposures) of the Company to the extent such debts or obligations relate to any time periods prior to the Closing Date or after the Closing Date.

SECTION 8.3.

Indemnification by the Buyer . Provided that the Seller makes a written claim for indemnification against the Buyer within the survival period set forth in Section 8.1 and that the amount sought by Buyer, together with amounts previously sought by Seller pursuant to this Section 8.3, is in excess of the Threshold Amount, the Buyer agrees to indemnify the Seller against, and agrees to hold him harmless from, any and all Adverse Consequences up to the Limit Amount the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer through and after the end of the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by (i) any breach of or any inaccuracy in any representation or warranty made by the Buyer pursuant to this Agreement, any agreement, or instrument contemplated hereby, any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement; (ii) any breach of or failure by the Buyer to perform any agreement, covenant or obligation of the Buyer set out in this Agreement, any agreement, or instrument contemplated hereby, any document relating hereto or thereto or contained in any exhibit or Schedule to this Agreement; and (iii) any obligations and Liabilities in respect of the Company from and after the Closing Date.

SECTION 8.4.

Third-Party Claims .

(a)

If any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however , that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.

(b)

Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within forty-five (45) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Parry from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.

(c)

So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably).

(d)

In the event any of the conditions in Section 8.4(b) above is or becomes unsatisfied in the reasonable judgment of the Indemnified Party, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article IX.

SECTION 8.5. Other Indemnification Provisions .

(a)

The liability of any party under this Article VIII shall be in addition to, and not exclusive of any other liability that such party may have at law or equity based on a party’s fraudulent acts or omissions. None of the provisions of this Agreement shall be deemed a waiver of any defenses which may be available in respect of actions or claims for fraud including, but not limited to, defenses of statutes of limitations or limitations of damages.

(b)

The Seller hereby agrees that she will not make any claim for indemnification against the Company by reason of the fact that she was a director, manager, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, member, trustee, director, manager, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought by the Buyer against the Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to this Agreement, applicable Law, or otherwise).

(c)

Indemnification claims shall be reduced, by and to the extent, that an Indemnified Party shall be entitled to receive proceeds under insurance policies, risk sharing pools, or similar arrangements specifically as a result of, and in compensation for, the subject matter of an indemnification claim by such Indemnified Party, net of any increased premiums or similar costs arising out of the making of such claims against such arrangements; provided, however , that indemnification claims shall be reduced by Tax benefits, if any.

(d)

The Buyer shall have the right to offset indemnification amounts due them from the Seller pursuant to this Agreement against payments due to the Seller pursuant to this Agreement or any other agreement between the Buyer and the Seller.

ARTICLE IX
TAX MATTERS

SECTION 9.1.

Tax Matters . The following provisions shall govern the allocation of responsibility as between the Buyer and the Seller for certain tax matters following the Closing Date:

SECTION 9.2.

Tax Periods Ending on or Before the Closing Date . The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date (2012 federal and state returns). The Seller shall permit the Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however , that the final decision regarding any such Tax Return shall rest with the Seller.

SECTION 9.3.

Tax Periods Beginning Before and Ending After the Closing Date . The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however , that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

SECTION 9.4.

Cooperation on Tax Matters .

(a)

The Buyer and the Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Article IX and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Seller agrees (i) to retain all books and records with respect to Tax matters pertinent to the Company, as the case may be, relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing Authority, and (ii) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Seller, as the case may be, shall allow the other party to take possession of such books and records.

(b)

The Buyer and the Seller further agree, upon request, to use their reasonable efforts to obtain any certificate or other document from any governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to this Transaction); provided, however , that no party shall be required to take any action which would reasonably be expected to have an adverse effect on such party.

(c)

The Buyer and the Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Treasury Department Regulations promulgated thereunder.

SECTION 9.5.

Certain Taxes . All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement, shall be paid by the Seller when due; and the Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable Law, the Buyer will, and will cause its affiliates to, join in the execution of any such Tax Returns and other documentation.

ARTICLE X
TERMINATION

SECTION 10.1.

Termination of Agreement . Certain of the parties may terminate this Agreement as provided below:

(a)

the Buyer and the Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;

(b)

the Buyer may terminate this Agreement by giving written notice to the Seller on or before the third (3rd) day following the date of this Agreement, but prior to the Closing, if the Buyer is not satisfied with the results of its continuing business, legal, environmental, and accounting due diligence regarding the Company;

(c)

the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing (i) in the event the Seller has breached any material representation, warranty, or covenant contained in this Agreement in any material respect, the Buyer has notified the Seller of the breach, and the breach has continued without cure for a period of ten (10) days after the notice of breach, or (ii) if the Closing shall not have occurred on or before April 26, 2013 by reason of the failure of any condition precedent under Article VI hereof (unless the failure results primarily from the Buyer itself breaching any representation, warranty, or covenant contained in this Agreement);

(d)

the Seller may terminate this Agreement by giving written notice to the Buyer at any time prior to the Closing (i) in the event that the Buyer has breached any material representation, warranty, or covenant contained in this Agreement or the Escrow Agreement in any material respect, the Seller have notified the Buyer of the breach, and the breach has continued without cure for a period of three (3) days after the notice of breach or (ii) if the Closing shall not have occurred on or before April 26, 2013, by reason of the failure of any condition precedent under Article VII hereof (unless the failure results primarily from the Seller breaching any representation, warranty, or covenant contained in this Agreement);

(e)

the Buyer may terminate this Agreement by giving written notice to the Seller at any time prior to the Closing in the event: (i) the Seller supplements or amends the Schedules with facts or circumstances that would reasonably be expected to have a Material Adverse Effect on the Company, or (ii) the Company does anything outside of the Ordinary Course of Business to affect the working capital of the Company between the date hereof and the Closing Date; and

SECTION 10.2.

Effect of Termination . If any party terminates this Agreement pursuant to Section 10.1 above, all rights and obligations of the parties hereunder shall terminate other than those set forth in Sections 5.4, 5.9 and 5.13, without any Liability of any party to any other party (except for any Liability of any party then in breach).

ARTICLE XI
MISCELLANEOUS

SECTION 11.1.

Expenses . Each party will bear his or its own costs and expenses (including, but not limited to, legal fees and expenses) incurred in connection with this Agreement and this Transaction.

SECTION 11.2.

No Third-Party Beneficiaries . Subject to the provisions of Section 11.5, this Agreement shall not confer any rights or remedies upon any Person other than the parties and their respective successors and permitted assigns.

SECTION 11.3.

Entire Agreement . This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof.

SECTION 11.4.

Succession and Assignment . This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Seller; provided, however , that the Buyer may, upon prior written notice (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder) and (iii) grant a security interest in respect of its rights hereunder to its lenders.

SECTION 11.5

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

SECTION 11.6.

Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 11.7.

Notices . All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two (2) business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

(a)

If to the Seller, addressed as follows:

Anna C. Jones

4616 Florida Street, Suite 190

San Diego, CA 92116

with a copy to:

Quick Law Group P.C.

1035 Pearl Street, Suite 403

Boulder, Colorado 80302

Telephone: 720-259-2292

Attn: Jeffery Quick

(b)

If to the Buyer, addressed as follows:

with a copy to:

FOUR HAWKS MANAGEMENT CO.

REDACTED

Any party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other parties notice in the manner herein set forth.

SECTION 11.8.

Governing Law . This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of California as if this Agreement were fully performed and all obligations recited herein were undertaken solely within the State of California without giving effect to any choice or conflict of Law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of California. Any dispute or claims made under this Agreement or any attempt to enforce the terms of this Agreement shall be resolved in San Diego, California pursuant to Section 11.9 of this Agreement.

SECTION 11.9. Arbitration . Any dispute or claim arising to or in any way related to this Agreement shall be settled by arbitration in San Diego, California. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.

SECTION 11.10.

Amendments and Waivers . No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Seller. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

SECTION 11.11.

Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

SECTION 11.12.

Construction . The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

SECTION 11.13.

Incorporation of Exhibits, Annexes, and Schedules . The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

“Buyer”

By: /s/ FOUR HAWKS MANAGEMENT

Name: Four Hawks Management Co.

“Seller”

Anna C. Jones

By : /s/ANNA C. JONES

Name: Anna C. Jones

“Company”

B-Maven, Inc.

By: /s/ANNA C. JONES

Name: Anna C. Jones,

Chief Executive and Chief Financial Officer

[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]

EXHIBIT A

ESCROW AGREEMENT

(As attached.)

EXHIBIT B

FINANCIAL STATEMENTS

(As attached.)

Schedules

Stock Purchase Agreement

Schedule 3.11 Liabilities to be Settled at Close


Name of Creditor	Amounts Owed
GNK Partners (“GNK”)	Consulting fees accrued and unpaid by the Company to GNK REDACTED.

Schedule 3.13 All filed Federal, State, Local and Foreign Tax Returns

None

Schedule 3.17 Inventory

PROVIDED

Schedule 3.18 Current Contracts

Elvie Intl, Inc.

Schedule 3.23 Product Warranty

(manufactured, delivered, or sold product)


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)


2		Stock Purchase Agreement between Four Hawks Management Co. and Anna C. Jones, dated April 26, 2013.*
3.1		Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on August 18, 2011).
3.2		Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on August 18, 2011).
10.1		Form of Subscription Agreement (incorporated by reference to our Registration Statement on Form S-1 filed on August 18, 2011).
10.2		Amended Form of Subscription Agreement (incorporated by reference to Pre-Effective Amendment No. 5 to our Registration Statement on Form S-1 filed on May 14, 2012).
14		Code of Ethics (incorporated by reference to our Registration Statement on Form S-1 filed on August 18, 2011).
21		The Company has no subsidiaries.
23.1		Consent of PLS CPA, a Professional Corporation*
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101		Interactive Data File**


Date: October 2, 2013	By:	/s/ Restituto S. Cenia Jr.
		Restituto S. Cenia Jr.
		Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal
		Executive Officer, Principal Financial Officer and Principal Accounting Officer)


Signatures	Title(s)	Date

/s/ Restituto S. Cenia Jr. Restituto S. Cenia Jr.	Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	October 2, 2013


	Date:	October 2, 2013

	By:	/s/ Restituto S. Cenia Jr.
		Name: Restituto S. Cenia Jr.
		Title: Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)


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 .


1.	I have reviewed this Annual Report on Form 10-K of B-Maven, Inc. for the fiscal year ended June 30, 2013;

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

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

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

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.	The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


	Date:	October 2, 2013

	By:	/s/ Restituto S. Cenia Jr .
		Name: Restituto S. Cenia Jr.
		Title: Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)