ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Membership Interest Purchase Agreement

On June 25, 2018, PureSnax International, Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Etelix.com USA, LLC., a privately held limited liability company incorporated under the laws of Florida (“Etelix”), and the members of Etelix. As a result of the transaction, Etelix became a wholly-owned subsidiary of the Company. In accordance with the terms of the Purchase Agreement, at the closing an aggregate of 13,751,875 shares of the Company’s common stock were issued to the holders of Etelix in exchange for their membership interests of Etelix.

Further under the Purchase Agreement, as set forth more fully below, the current officers and directors of the Company have resigned and certain of the principals of Etelix have been appointed as officers and directors of the Company.

The Company entered into certain ancillary agreements (the “Ancillary Agreements”) noted in the Purchase Agreement, consisting of three Conversion Agreements the Company executed with Carmen Cabell, Patrick Gosselin and Mark Engler. The Conversion Agreements convert a portion of the Series A Preferred Stock held by these shareholders into shares of the Company’s common stock, and cancels the balance of the Series A Preferred Stock held by these shareholders. Following the execution of the Conversion Agreements, Mr. Gosselin owns 250,032 shares of common stock and no shares of preferred stock in the Company; Mr. Cabell owns 250,080 shares of common stock and no shares of preferred stock in the Company; and Mr. Engler owns 250,032 shares of common stock and no shares of preferred stock in the Company.

In addition, the Company entered into Employment Agreements with the following persons: (i) Leandro Iglesias as President, CEO and Chairperson of the Company’s Board of Directors with an annual salary of $54,000; (ii) Juan Carlos Lopez Silva as Chief Commercial Officer with an annual salary of $54,000; and Alvaro Quintana Cardona as Chief Operating Officer and Chief Financial Officer with an annual salary of $30,000. The Employment Agreements have a term of 36 months, are renewable automatically for 24 month periods, unless the Company gives written notice at least 90 days prior to termination of the initial 36 month term. The Company shall have the right to terminate any of the employment agreements at any time without prior notice, but in that event, the Company shall pay these persons salaries and other benefits they are entitled to receive under their respective agreements for three years.

As a result of their new Employment Agreements with the Company, Messrs. Iglesias, Silva and Quintana waived all rights to their existing employment agreements in Etelix.

Reference is made to that certain Transaction Agreement dated April 10, 2017, between Metrospaces, Inc., a Delaware corporation, and Leandro Jose Iglesias in representation of the shareholders of Etelix.com USA LLC. Certain provisions from the Transaction Agreement, which all parties agree has been terminated, were made part of the Purchase Agreement, as follows:

 Under the Transaction Agreement, Metrospaces, Inc. agreed to pay Mr. Iglesias $2,040,000 USD in a combination of cash and stock for its 51% ownership interest in Etelix.com USA LLC. Of that amount, Metrospaces, Inc. has paid Mr. Iglesias $180,000 USD to date. The remaining amount of $1,860,000 USD will be payable by Metrospaces, Inc. to Mr. Iglesias in the form of a stock purchase agreement for $150,000 worth of stock in Metrospaces, Inc. and the balance in the form of a convertible promissory note in favor of Mr. Iglesias in the amount of $1,710,000 USD secured by a pledge of shares of common stock in the Company that Metrospaces, Inc. shall receive in connection with the Purchase Agreement; and  

 Mr. Iglesias agrees to reinvest into the Company a total of $520,000 USD within a reasonable period of time, but no later than 30 days, upon receipt of the same from Metrospaces, Inc. under the convertible promissory note described above. 

The foregoing description of the Purchase Agreement and Ancillary Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement and Ancillary Agreements, which are filed as Exhibits 2.1 and 10.1 through 10.6 hereto and incorporated herein by reference.

Etelix.com USA, LLC

As a result of the Purchase Agreement and the Ancillary Agreements, the Company intends to carry on the business of Etelix as its primary line of business. The Company has relocated its principal executive offices to 300 Aragon Avenue, Suite 375, Coral Gables, FL 33134, and its telephone number is now (954) 951-8191.

Etelix.com USA, LLC is an international telecom carrier that provides telecom and technology solutions worldwide, with commercial presence in North America, Latin America and Europe.

Due to its 214-license granted by the Federal Communications Commission (FCC), Etelix provides International Long-Distance voice termination in the wholesale market through over 150 interconnections with PSTN, Mobile and MVNO operators World-Wide.

The company provides 7x24 network monitoring through two Network Operation Centers (NOCs), one located in America and another one in Europe, with bilingual staff (English- Spanish). All network platform (switches, billing platform, router engines, session border controllers, DB servers, ERP platform) are located in Miami Downtown, FL, and are accessed remotely from all employees around the world using a secure data connection.

The company has outlined a business plan based on the following line of actions:

 Strengthen the commercial position in Latin America where the company has developed deep commercial and personal relationships since its beginning. Latin America, including the Caribbean region, concentrates 28% (*) of the termination traffic in the industry. For that reason, the company plans to keep working on keeping a strong presence in the region. 

 Deepen market presence in Asia and Africa: These are new markets for the company. Africa is currently the market with the higher contribution margins and Asia concentrates one third of the termination traffic in the industry. Last year company stablished a new office in Europe (La Coruña, Spain) which was the first movement in penetrating these two new markets. Estimations show that 56% (*) of the traffic terminating in Africa is originated from customers in Europe, so establishing a commercial point of presence in Europe is designed to put the company closer to the customer traffic. 

 The new office in Spain is also believed to strengthen the development of the Asian market, since 37% (*) of the traffic that terminates in that region is originated in Europe while 62% (*) is originated from America where company has already a strong presence. 

 Keep working on establish a global recognition to facilitate new markets presence. 

 Develop new products associated with the wholesale business. 

 Strengthen commercial relations with the main international traffic generators. 

* Source International Telecommunications Union (www.itu.int)

Risk Factors associated with Etelix’s Business

International Long Distance traffic market size is estimated in 13 Billion US$ in revenue per year, and 552 Billion Minutes per year (Note1) (Note2). It is estimated that Wholesale Carriers has a 68% share of the total market, carrying over 375 Billion Minutes per year (Note1). The number of minutes carried by wholesale carriers has been increasing during the last years since most retail service providers, such as mobile operators, calling-card providers, and new VoIP-based market entrants, rely heavily on wholesale carriers to transport and terminate their customers’ international calls.

Since year 2013 the market of international long distance calls has been reducing its size in about 2-3% (Note1) (Note3). This recent decline comes to the hands of over-the-top (OTT) communication and app services. Consumers can choose from a broad range of smartphone based communications apps, including WhatsApp, Facebook Messenger, WeChat, Viber, and Apple’s Facetime, among others.

However, the market is not experiencing a total migration of users to the new communication solutions; since the numbers reveal that the existence of these new services has increased the total number of international calls. In fact, it is estimated that today OTT applications account for a volume slightly higher than 550 million minutes per year on cross-border communications (Note1). Which means that the market has doubled its total numbers to the existing ones before the appearance of these new solutions.

While average prices have been declining globally, rates to a few destinations—particularly mobiles in some emerging market countries—remain high, strengthening wholesale revenues. A route-by-route comparison of international traffic with international wholesale revenues reveals destinations for which wholesale revenues are disproportionately high. For example, the France to Tunisia route accounts for 1.5% of revenues, but only 0.25% of volume. Similarly, The United States to Cuba route accounts for close to 2.6% of revenues while making up around 0.15% of volume. Africa accounted for approximately 10% of wholesale traffic, but 33% of wholesale revenues (Note1).

According to some market analysis, there are nine major players who gather 50.36% of the total market. These are: Vodafone (10.87%); TATA (9.96%); Orange (5.80%); BICS (4.71%); iBasis (4.53%); IDT (4.35%); Telecom Italia (3.62%); Deutsche Telecom (3.44%) and Verizon (3.08%) (Note1); with the only exception of Orange, Etelix has interconnection agreements with the other eight companies listed before.

In order to be able to increase the business volume with those customers it is necessary to increase working capital; since this will allow the company to get discounts on the termination costs that usually can be negotiated based on shorter payment terms; and will also allow the company to “finance” higher sale volumes to the big players due to they require longer payment terms (30 days /30).

Etelix´s current market share is less than 0.1%.

Note 1: source Telegeography a Telecommunications market research and consulting firm (www.telegeography.com)

Note 2: source International Telecommunications Union (www.itu.int)

Note 3: source Hot Telecom a Telecom Research and Consulting firm (www.hottelecom.com)