Armeau Brands Inc. (Form: S-1, Received: 03/15/2016 06:16:27)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ARMEAU BRANDS INC.

(Exact name of Registrant as specified in its charter)

Nevada		3420		99-0375676
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1805-141 Lyon Court

Toronto, ON Canada, M6B 3H2

Tel: (647) 640-3625

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

National Registered Agents, Inc., of Nevada

100 East William Street, Suite 204,

Carson City, NV, 89701

Tel: 609.716.0300

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all correspondence to:

William Macdonald
Macdonald Tuskey
Attorney at Law
Suite 400-570 Granville Street
Vancouver, BC Canada V6C 3P1

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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 smaller reporting company)	Smaller reporting company [X]

Title of Each Class of Securities to be Registered	Amount to be Registered (2)	Proposed Maximum Offering Price per Security (1) ($)	Proposed Maximum Aggregate Offering Price ⁽¹⁾ ($)	Amount of Registration Fee ($)
Shares of Common Stock, par value $0.001	7,500,000	0.02	150,000	15.11

(1) The offering price has been arbitrarily determined by our company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(2) Estimated solely for the purpose of calculating the registration fee based on Rule 457 (a) .

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

Subject to completion, dated _______________________, 2016

The information in this prospectus is not complete and may be amended. The Registrant may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED _______________________, 2016

PRELIMINARY PROSPECTUS

ARMEAU BRANDS INC.

7,500,000 SHARES OF COMMON STOCK

OFFERING PRICE $0.02 PER SHARE

This prospectus relates to the offering by Armeau Brands Inc. (“ us ”, “ we ”, “ our company ”) of a maximum of 7,500,000 shares (the “ Offering ”) of our common stock at an offering price of $0.02 per share. There is no minimum for this Offering and we will retain the proceeds from the sale of any of the offered shares that are sold. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 180 days. At the discretion of our management, we may discontinue the Offering before expiration of the 180 day period or extend the Offering for up to 90 days following the expiration of the 180-day Offering period. We will pay all expenses incurred in this Offering. If all of the shares offered by us are purchased, the gross proceeds to us will be $150,000.

The offering of the 7,500,000 shares is a “best efforts” offering, which means that our director and officer will use her best efforts to sell the common stock and there is no commitment by any person to purchase any shares, and is being conducted on a self-underwritten basis. The shares will be offered at a fixed price of $0.02 per share for the duration of the Offering. There is no minimum number of shares required to be sold to close the Offering. Proceeds from the sale of the shares will be used to fund our business development. The Offering date is the date by which this Registration Statement becomes effective. This is a direct participation offering since we, and not an underwriter, are offering the stock.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and director will be solely responsible for selling shares under this Offering and no commission will be paid on any sales.

AN INVESTMENT IN OUR SECURITIES IS SPECULATIVE. INVESTORS SHOULD BE ABLE TO AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 9 BEFORE INVESTING IN OUR COMMON STOCK.

Prior to this Offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determined the offering price of $0.02 per share in relation to this Offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of this Registration Statement, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“ FINRA ”) to have our common stock quoted on the OTCQB. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until_________________, (90 days after the effective date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

ITEM 3 - PROSPECTUS SUMMARY

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section beginning on page 9 of this Prospectus and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.

Corporate Background and Business Overview

We were incorporated under the laws of the state of Nevada on March 15, 2011 and are engaged in the production and marketing of icewine from Armenia. Our fiscal year end is January 31. Our business offices are currently located at 1805-141 Lyon Court, Toronto, Ontario, Canada, M6B 3H2. The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701. Our telephone number is (647) 640-3625.

Icewine is a rare and expensive type of dessert wine produced from grapes that have been frozen while still on the vine. There are only a few countries in the world with the right climatic conditions that can produce icewine. Currently, Canada is the industry leader. Icewine requires a grape growing region with a continental climate: very hot in summer, to allow the proper ripening of the grapes, and very cold in winter to achieve the optimum freezing temperature of -8°C (18°F). Armenia is one such country.

With the completion of this initial sample production, we intend to grow our business by significantly increasing our production in order to supply the two largest potential markets: China and Russia.

Currently, we do not have sufficient funds to execute our business plan as more fully described below and we anticipate requiring a minimum of $150,000 to be able execute the business plan. Our current burn rate is about $900 per month and we can survive only about two months if we are not successful in raising additional capital. If we raise 25% of the offering amount (i.e. $23,137) our monthly burn rate will increase to about $2,000. If we raise the maximum amount after the conclusion of this offering our burn rate will increase as we able to move the use of proceeds faster. As of March 3, 2016, we have approximately $11,639 in cash on hand. Our accounts are kept in Canada.

As of January 31, 2016, our company had $62,696 of current liabilities, represented by expenses accrued since its inception. In addition, our company estimates incurring costs associated with this offering totaling approximately $30,000. As of the date of this prospectus, we have generated no revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of our company filed with this prospectus.

Emerging Growth Company

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

We shall continue to be deemed an emerging growth company until the earliest of:

(A)

the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

(B)

the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

(C)

the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

(D)

the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b -2 of title 17, Code of Federal Regulations, or any successor thereto.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

For so long as we are an emerging growth company, we will be permitted to provide the scaled executive compensation disclosure applicable to smaller reporting companies even if we no longer qualify as a smaller reporting company. In addition, as an emerging growth company, we are exempt from PCAOB rules regarding mandatory firm rotation or the auditor reporting model.

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SUMMARY OF THE OFFERING

Shares of common stock being offered by the Registrant:	Up to 7,500,000 shares of our common stock.

Offering price:	$0.02 per share of common stock.

Number of shares outstanding before the Offering:	As of January 31, 2016, we had 7,500,000 shares of our common stock issued and outstanding, and no issued and outstanding convertible securities.

Number of shares outstanding after the Offering	15,000,000 if all of the shares being offered are sold.

Market for the common stock:	There is no public market for our common stock. After the effective date of this Registration Statement of which this prospectus is a part, we intend to seek a market maker to file an application on our behalf to have our common stock quoted on the OTCQB. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that a trading market for our stock will develop or be sustained if developed

Use of Proceeds:	If we are also successful in selling all 7,500,000 shares contained in the Offering, our gross proceeds will total $150,000. We intend to use all the proceeds received from the Offering to execute our business plan. If we sell 25% or less of our shares under the Offering, we will have to seek out additional capital from alternate sources to execute our business plan. If such funds are not available, our business would likely fail and any investment would be lost. No assurance can be given that the net proceeds from the total number of shares offered hereby or any lesser net amount will be sufficient to accomplish our goals.

Risk Factors:	See the “Risk Factors” beginning on page 9 and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

Dividend Policy:	We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.
Termination of the offering:	The offering will conclude when all 7,500,000 shares of common stock have been sold, or 180 days after this registration statement becomes effective with the Securities and Exchange Commission whichever comes first. Our board of directors, at its discretion, may extend the Offering for an additional 90 days.
Terms of the offering:	Our President and Secretary will sell the common stock upon effectiveness of this Registration Statement, on a self-underwritten, best efforts basis. There is no minimum required and we will retain the proceeds from any shares sold.

Summary of Financial Information

All references to currency in this Prospectus are to U.S. Dollars, unless otherwise noted.

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

Consolidated Statement of Operations

	Year Ended January 31, 2016 ($)	Year Ended January 31, 2015 ($)
Revenues	Nil	Nil
Expenses	6,464	553
Net Loss	(6,464)	(553)
Net loss per share	(0.03)	(5.53)

Consolidated Balance Sheet Data

	January 31, 2016 ($)	January 31, 2015 ($)
Working Capital (Deficiency)	(62,681)	(56,217)
Total Assets	15	109
Total Liabilities	62,696	56,326

As shown in the financial statements accompanying this prospectus, we had no revenues to date and have incurred only losses since our inception. We had limited operations related to creating the website, developing product and building our brand and has been issued an unqualified opinion with an explanatory note regarding “going concern” from our auditors, based upon our reliance upon the sale of our common stock as the sole source of funds for our future operations.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth could be seriously harmed. As a result, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Business

We have a formal long-term agreement with a winemaker in Armenia but it can be terminated on a 90-day notice

Currently, we have a formal agreement with a winemaker in Armenia to produce icewine. If we cannot continue to secure an agreement, our current business will be severely impaired. There can be no assurance that the agreement can continue indefinitely on terms that management deems sufficiently favorable. If we are unable to obtain a new agreement for icewine production upon terms that management deems sufficiently favorable, or at all, it would have a material adverse impact upon our ability to conduct our business operations. Further, we have confidentiality agreements with our suppliers in Armenia protecting our icewine-making knowledge and a non-compete clause that extends even after the termination of the agreements. However, we cannot assure that it can indefinitely protect that competitive knowledge.

We require capital in order to take the necessary steps to grow our business

Currently, we do not have available funds to produce a new icewine vintage or fund other operating and general and administrative expenses necessary to grow our business. Further, we do not have the funds available to hire independent contractors. If we cannot secure additional financing, our growth and operations could be impaired by limitations on our access to capital. There can be no assurance that capital from outside sources will be available, or if such financing is available, that it will be on terms that management deems sufficiently favorable. If we are unable to obtain additional financing upon terms that management deems sufficiently favorable, or at all, it would have a material adverse impact upon our ability to conduct our business operations and pursue our expansion strategy. As of the date of this Prospectus, we have minimal operations and did not generate any revenues during the year ended January 31, 2016. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan, which could cause any securities in our company to be worthless.

We have generated no revenues and have a limited operation to date

We generated no revenues since its inception on March 15, 2011, and currently have minimal operations. Furthermore, we anticipate our expenses increasing in the future assuming this Registration Statement which this Prospectus is a part is declared effective by the Securities and Exchange Commission. We can make no assurances that we will be able to generate any revenues in the future, that we will have sufficient funding to support our operations and pay our expenses and/or that we will be able to gain customers in the future to build our business operations. In the even we are unable to generate revenues and/or support our operations, we will be forced to curtail and/or abandon our current business plan and any investment in our company could become worthless.

The success of our company depends heavily on Cassandra Tavukciyan and her contacts

The success of our company will depend on the abilities of Cassandra Tavukciyan, the President and Chief Executive Officer of our company, to generate business from her existing contacts and relationships within the alcoholic beverage industry in Armenia. The loss of Ms. Tavukciyan will have a material adverse effect on the business, results of operations (if any) and financial condition of our company. In addition, the loss of Ms. Tavukciyan may force our company to seek a replacement who may have less experience, fewer contacts, or less understanding of our business. Further, we can make no assurances that we will be able to find a suitable replacement for Ms. Tavukciyan, which could force our company to curtail its operations and/or cause any investment in our company to become worthless. Our company does not have an employment agreement with Ms. Tavukciyan nor any key person insurance on Ms. Tavukciyan

Our CEO and director has other interests outside of our company and may not be able to devote sufficient time to our operations

Cassandra Tavukciyan, our only officer and Director of our company, currently has interests outside of our company. Ms. Tavukciyan is currently our only executive officer and spends approximately 20 hours per week on matters of our company.

We are exposed to market risk from changes in foreign currency exchange rates which could negatively impact profitability.

We intend to sell our product in China and Russia but report in US dollars. As a result, there is exposure to foreign currency risk as we enter into transactions denominated in foreign currencies. Our predominant exposures are in the Canadian dollars, Armenian Dram, Russian Ruble and the Chinese Renminbi (“ RMB ”). With respect to the effects on earnings, if the US currency strengthens relative to other currencies, our earnings could be negatively impacted. The translation impact may be more material in the future. We have not utilized risk management tools such as hedging.

We acquire many products from our suppliers that are manufactured in Armenia. To the extent the DRAM or other currencies appreciate with respect to the U.S. dollar, we may experience cost increases on such purchases. We may not be successful at implementing customer pricing or other actions in an effort to mitigate the related cost increases and thus its profitability may be adversely impacted.

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Our business is subject to risks associated with sourcing and manufacturing in Armenia.

Our future operations could be adversely affected by various factors including changes in Armenia’s political or economic conditions. The political system of Armenia is currently stable with four political parties populating its emerging democratic landscape. Armenia has a functioning market economy.

Armenia has joined numerous international organizations including the United Nations, World Trade Organization, the Council of Europe, La Francophonie and many others. It is also part of the post-Soviet trade agreement, the Eurasian Union, with Russia, Kazakhstan and Belarus.

Armenia is currently blockaded on two of its four borders by Azerbaijan and Turkey. This situation is a result of a territorial dispute between Armenia and Azerbaijan leading to the Nagorno-Karabakh War (1988–1994). Although Russia, France and the United States are currently attempting to broker an end to this crisis, we believe that this dispute may continue. We believe that this blockade has severely hurt the Armenian economy. If war restarts, our exports may be interrupted indefinitely. If we cannot export our product, we will be unable to implement our business plan.

Externally, the availability of only two export routes out of Armenia means the closing of borders or other trade restrictions imposed by Armenia’s neighbors are an operational risk. Although landlocked, Armenia maintains positive relations with Iran and Georgia through which many of its exports travel.

Icewine production is subject to many risks

Natural icewines require a minimum hard freeze (-8 °C [18 °F]) or colder), to occur sometime after the grapes are ripe, which means that the grapes may hang on the vine for several months following the normal harvest. If a freeze does not come quickly enough, the grapes may rot ( Botrytis cinerea or noble rot) and the crop will be lost. If the freeze is too severe, no juice can be extracted. The longer the harvest is delayed, the more fruit will be lost to wild animals and dropped fruit. Theft is another concern in a poor country so the vineyard has to be constantly monitored and maintained. Since the fruit must be pressed while it is still frozen, pickers often must work at night or very early in the morning, harvesting the grapes within a few hours.

Also, the juice is very sweet and can be difficult to ferment. High sugars can create a hostile environment for the yeast, and fermentation stops early, leaving relatively low alcohol and high sugar levels in the finished wine.

We need to find distributors in China and Russia for the long-term success of our product.

China is the biggest potential market for our product followed by Russia. If we are unable to conclude an agreement with distributors in those countries, we will be unable to implement our business plan.

Our limited operating history makes it difficult to forecast our future results, making any investment in our company highly speculative.

We have a limited operating history, and our historical financial and operating information is of limited value in predicting our future operating results. We may not accurately forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore, we may fail to make accurate financial forecasts. Our current and future expense levels are based largely on our investment plans and estimates of future revenue. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which could then force us to curtail or cease our business operations.

Our losses raise substantial doubt as to whether we can continue as a going concern.

We had cumulative operating losses through January 31, 2016 of $62,781. This factor among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot generate revenues, obtain additional financing and/or attain profitable operations. As such, our independent auditors have raised substantial doubt as to our ability to continue as a going concern in their audited financial statements attached hereto. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue as a going concern, your investment in us could become devalued or worthless.

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We will sell and market a branded product which is an important asset. Violation of trademark rights by counterfeiters and imitators could negatively impact revenues and brand reputation.

Unauthorized use of our products’ trademark rights may not only erode sales of our products, but may also cause significant damage to our brand name and reputation, interfere with its ability to effectively represent us to our customers, contractors, suppliers, and increase litigation costs. Presently it is estimated that 50% of icewines in China are fake.

Our industry is competitive

The icewine industry is highly competitive and fragmented. Canada is the world leader in the production of icewine. Germany and Austria also have similar products. We will compete in its potential markets with numerous Canadian companies, many of which have substantially greater financial, managerial and other resources than those presently available to us. Numerous well-established companies are focusing significant resources on icewine that currently compete and will compete with our products in the future. In addition, we expect other copycat products to appear from Armenian competitors now that Armeau Brands successfully produced the first icewine in Armenia. We can make no assurance that it will be able to effectively compete with these other companies or that competitive pressures, including possible downward pressure on the prices we charge for our products, will not arise. In the event that we cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures will have a material adverse effect on our business, results of operations and financial condition.

Our growth will place significant strains on our resources

Since inception on March 15, 2011, we had little to no operations. We are currently in the development stage, with no operations, and have not generated any revenues since inception. Our growth, if any, is expected to place a significant strain on our managerial, operational and financial resources as we currently have only one employee and will likely continue to have limited employees in the future. Furthermore, assuming we release our products and establish a customer base, it will be required to manage multiple relationships with various distributors and other third parties. These requirements will be exacerbated in the event of further growth of our company or in the number of its distribution contracts. There can be no assurance that our systems, procedures or controls will be adequate to support our operations or that we will be able to achieve the rapid execution necessary to successfully offer its services and implement its business plan. Our future operating results, if any, will also depend on its ability to add additional personnel commensurate with the growth of its business, if any. If we are unable to manage growth effectively, our business, results of operations and financial condition will be adversely affected.

Our Bylaws limit the liability of, and provide indemnification for, our officers and directors.

Our Bylaws, provide that every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or officer of our company is or was serving at the request of our company or for its benefit as a Director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general corporation law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Thus, our company may be prevented from recovering damages for certain alleged errors or omissions by the officers and Directors for liabilities incurred in connection with their good faith acts for our company. Such an indemnification payment might deplete our assets. Stockholders who have questions respecting the fiduciary obligations of the officers and Directors of our company should consult with independent legal counsel. It is the position of the Securities and Exchange Commission that exculpation from and indemnification for liabilities arising under the 1933 Act and the rules and regulations thereunder is against public policy and therefore unenforceable.

If we become a fully reporting public company, we will incur significant increased costs in connection with compliance with section 404 of the Sarbanes Oxley act, and our management will be required to devote substantial time to new compliance initiatives.

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If this Registration Statement becomes effective and we become a fully reporting public company, we anticipate incurring significant legal, accounting and other expenses in connection with this status. The Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) and new rules subsequently implemented by the SEC have imposed various new requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Risks Relating to Our Common Stock

The proceeds of the Offering, if any, may be insufficient to fund planned operations and may not even cover the costs of the offering and you may lose your entire investment.

We are offering a maximum of 7,500,000 shares of our common stock at $0.02 per share, however, there is no minimum to the Offering. Funds we raise in this offering, if any, may be insufficient to fund our planned operations and may not even cover the costs of this offering. If we are not able to raise any funds in this offering, our company will be in a worse financial position then prior to commencement of the offering as we will still incur the costs of this offering. If we do not raise sufficient funds in this offering to fund our operations or even cover the costs of this offering, you may lose your entire investment.

Investors may face significant restrictions on the resale of our common stock due to Federal regulations on penny stocks.

Our common stock will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our common stock is below $5.00 per share. Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

In addition, various state securities laws impose restrictions on transferring “penny stocks” and as a result, investors in the common stock may have their ability to sell their shares of the common stock impaired.

We are selling this Offering without an underwriter and may be unable to sell any shares.

This Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our director and officer, who will receive no commissions or other remuneration from any sales made hereunder. She will offer the shares to friends, family members, and business associates; however, there is no guarantee that she will be able to sell any of the shares. Unless she is successful in selling all of the shares and we receive the proceeds from this Offering, we may have to seek alternative financing to implement our plan of operations.

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

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There has been no public market for our securities and there can be no assurance that an active trading market for the securities offered herein will develop or be sustained after this Offering. After the effective date of the registration statement of which this prospectus is a part, we intend to identify a market maker to file an application with FINRA to have our common stock quoted on the Over OTCQB. We must satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the OTCQB or a public market for our common stock may not materialize if it becomes quoted.

If our securities are not eligible for initial or continued quotation on the OTCQB or if a public trading market does not develop, purchasers of the common stock in this Offering may have difficulty selling or be unable to sell their securities should they desire to do so, rendering their shares effectively worthless and resulting in a complete loss of their investment.

If we do not file a Registration Statement on Form 8-A to become a mandatory reporting company under Section 12(g) of the Securities Exchange Act of 1934, we will continue as a reporting company and will not be subject to the proxy statement requirements, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity, all of which could reduce the value of your investment and the amount of publicly available information about us.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through January 31, 2017, including a Form 10-K for the year ended January 31, 2017, assuming this registration statement is declared effective before that date. At or prior to January 31, 2017, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on January 31, 2017. If we do not file a registration statement on Form 8-A at or prior to January 31, 2017, we will continue as a reporting company and will not be subject to the proxy statement requirements of the 1934 Act, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit your ability to buy and sell our stock, which could depress our share price.

FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares, depressing our share price.

State securities laws may limit secondary trading, which may restrict the states in which you can sell the shares offered by this prospectus.

If you purchase shares of our common stock sold pursuant to this Offering, you may not be able to resell the shares in a certain state unless and until the shares of our common stock are qualified for secondary trading under the applicable securities laws of such state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our common stock for secondary trading, or identifying an available exemption for secondary trading in our common stock in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular state, the shares of common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the market for the common stock will be limited which could drive down the market price of our common stock and reduce the liquidity of the shares of our common stock and a stockholder’s ability to resell shares of our common stock at all or at current market prices, which could increase a stockholder’s risk of losing some or all of his investment.

If quoted, the price of our common stock may be volatile, which may substantially increase the risk that you may not be able to sell your shares at or above the price that you may pay for the shares.

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Even if our shares are quoted for trading on the OTCQB following the Offering and a public market develops for our common stock, the market price of our common stock may be volatile. It may fluctuate significantly in response to the following factors:

variations in quarterly operating results;

our announcements of significant contracts and achievement of milestones;

our relationships with other companies or capital commitments;

additions or departures of key personnel;

sales of common stock or termination of stock transfer restrictions;

changes in financial estimates by securities analysts, if any; and

fluctuations in stock market price and volume.

Your inability to sell your shares during a decline in the price of our stock may increase losses that you may suffer as a result of your investment.

We arbitrarily determined the price of the shares of our common stock to be sold pursuant to this prospectus, and such price does not reflect the actual market price for the securities. Consequently, there is an increased risk that you may not be able to re-sell our common stock at the price you bought it for.

The initial offering price of $0.02 per share of the common stock offered pursuant to this prospectus was determined by us arbitrarily. The price is not based on our financial condition or prospects, on the market prices of securities of comparable publicly traded companies, on financial and operating information of companies engaged in similar activities to ours, or on general conditions of the securities market. The price may not be indicative of the market price, if any, for our common stock in the trading market after this Offering. If the market price for our stock drops below the price which you paid, you may not be able to re-sell out common stock at the price you bought it for.

Because we do not intend to pay any dividends on our common stock; holders of our common stock must rely on stock appreciation for any return on their investment.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Accordingly, holders of our common stock will have to rely on capital appreciation, if any, to earn a return on their investment in our common stock.

The sale of our common stock pursuant to this prospectus or any future additional issuances of our common stock may result in immediate dilution to existing shareholders.

We are authorized to issue up to 200,000,000 shares of common stock, of which 7,500,000 shares are issued and outstanding as of the date of this prospectus. We are issuing up to 7,500,000 shares of our common stock pursuant to this prospectus. Our Board of Directors has the authority, without the consent of any of our stockholders, to cause us to issue additional shares of common stock, and to determine the rights, preferences and privileges attached to such shares. The sale of our common stock pursuant to this prospectus, and any future additional issuances of our common stock will result in immediate dilution to our existing shareholders’ interests, which may have a dilutive impact on our existing shareholders, and could negatively affect the value of your shares.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements and information relating to our business that are based on our beliefs, on assumptions made by us, or upon information currently available to us. These statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors beginning on page 9, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section beginning on page 27 and the section entitled “Description of Our Business” beginning on page 22, and as well as those discussed elsewhere in this prospectus. Other factors include, among others: general economic and business conditions; industry capacity; industry trends; competition; changes in business strategy or development plans; project performance; availability, terms, and deployment of capital; and availability of qualified personnel.

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These forward-looking statements speak only as of the date of this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform these statements to actual results.

ITEM 4 - USE OF PROCEEDS

The net proceeds to us from the sale of up to 7,500,000 shares offered at a public offering price of $0.02 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at approximately an aggregate of $30,000 that comprises of $25,000 for legal and accounting, and $5,000 for other costs in connection with this offering (estimated transfer agent fees, filing fee, etc.). The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be successful at selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

Percent of Net Proceeds Received

	10%	25%	50%	75%	100%

Shares Sold	750,000	1,875,000	3,750,000	5,625,000	7,500,000
Gross Proceeds	$15,000	$37,500	$75,000	$112,500	$150,000
Less Offering Expenses	$30,000	$30,000	$30,000	$30,000	$30,000
Net Offering Proceeds (Loss)	($15,000)	$7,500	$45,000	$82,500	$120,000

The use of the proceeds from the Offering set forth below demonstrates how we intend to use the funds under the various percentages of amounts of the related offering. All amounts listed below are estimates.

% of Offering Sold	10%	25%	50%	75%	100%

Legal and Accounting	$ -	$ 7,500	$ 30,000	$ 30,000	$ 30,000
Salaries/Consulting Fees	$ -	$ -	$ 15,000	$ 30,000	$ 30,000
Purchase of land and building	-	-	-	$ 20,000	$ 20,000
Renovations to building	-	-	-	$ 2,500	$ 10,000
Grape pressing equipment	-	-	-	-	$ 20,000
Production expenses for 2016/2017 vintage	-	-	-	-	$ 10,000
Total	$ -	$ 7,500	$ 45,000	$ 82,500	$ 120,000

Our offering expenses are comprised of legal and accounting expenses and transfer agent fees. Our sole officer and director will not receive any compensation for her efforts in selling our shares.

We intend to use the proceeds of this offering in the manner and in order of priority set forth above. We intend to use the proceeds to acquire a small parcel of land with an existing building in a particular village in the Vayots Dzor Province of Armenia which has been identified as ideal for icewine production and equip it with a modern pneumatic grape press and some other winemaking equipment. At present, no acquisition of land has been closed and no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.

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In all instances, after the effectiveness of this Registration Statement, we will need some amount of working capital to maintain our general existence and comply with our public reporting obligations. In addition to changing allocations because of the amount of proceeds received, we may change the use of proceeds because of required changes in our business plan. Investors should understand that we have wide discretion over the use of proceeds. Therefore, management decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions. If we fail to complete the entire Offering, we may alternatively lease a building and/or we can produce another vintage by working exclusively with contractors.

There is no commitment by any person to purchase any or all of the shares of common stock offered by this prospectus and, therefore, there can be no assurance that the offering will be totally subscribed for the sale of the maximum 7,500,000 shares of common stock being offered.

ITEM 5 - DETERMINATION OF THE OFFERING PRICE

There is no established public market for our shares of common stock. The offering price of $0.02 per share was determined by us arbitrarily. We believe that this price reflects the appropriate price that a potential investor would be willing to invest in our company at this stage of our development. This price bears no relationship whatsoever to our business plan, the price paid for our shares by our founders or shareholders, our assets, earnings, book value or any other criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities, which is likely to fluctuate.

In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. We cannot assure you that a public market for our securities will develop or continue or that the securities will ever trade at a price higher than the offering price.

See “Plan of Distribution” for additional information.

ITEM 6 - DILUTION

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholder.

As at January 31, 2016, our last financial statement date, we had a working deficit of $62,681. The proceeds from the sale of the new units being offered (up to a maximum of 7,500,000) will vary depending on the total number of shares actually sold in the offering. If all 7,500,000 units offered hereunder are sold, there would be a total of 15,000,000 common shares issued and outstanding.

The following table sets forth, as of January 31, 2016, the number of shares of common stock purchased from us and the total consideration paid by our existing stockholders and by new investors in the Offering if new investors purchase 10%, 25%, 50%, 75% or 100% of the offering, before deducting offering expenses payable by us.

Percent of Shares Sold	10%	25%	50%	75%	100%
Number of shares sold	750,000	1,875,000	3,750,000	5,625,000	7,500,000
Anticipated net offering proceeds	($15,000)	$7,500	$45,000	$82,540	$120,000
Total shares issued and outstanding post offering	8,250,000	9,375,000	11,250,000	13,125,000	15,000,000
Offering price per share	$0.02	$0.02	$0.02	$0.02	$0.02
New shareholders percentage of ownership after offering	9.1%	20%	33.3%	42.9%	50%
Existing stockholders percentage of ownership after offering	90.9%	80%	66.7%	57.1%	50%

ITEM 7 – SELLING SECURITY HOLDERS

There are no securities to be registered that are to be offered for the account of security holders.

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ITEM 8 - PLAN OF DISTRIBUTION, TERMS OF THE OFFERING

There Is No Current Market for Our Shares of Common Stock

There is currently no market for our shares of common stock. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.

The shares you purchase are not traded or listed on any exchange or quotation medium. After the effective date of the registration statement, we intend to seek a market maker to file an application with the FINRA to have our common stock quoted on the OTCQB. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker who is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on OTCQB, or, even if quoted, a public market may not materialize. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.

The securities traded on the OTCQB are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our shares are quoted on the OTCQB, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on brokers-dealers who make a market in a “penny stock.” A penny stock generally includes equity securities (other than securities registered on some national securities exchanges) that have a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

The Offering will be Managed by Our Officer

This is a self-underwritten offering. We are offering to the public 7,500,000 shares of common stock on a $150,000 maximum basis at a purchase price of $0.02 per share. This Prospectus is part of a prospectus that permits Cassandra Tavukciyan, our sole director and officer, to sell the shares directly to the public, with no commission or other remuneration payable to her. There are no definitive plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. Ms. Tavukciyan will sell the shares and intends to offer them to friends, family members, acquaintances, and business associates. In offering the securities on our behalf, she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934 .

Ms. Tavukciyan, will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934 , in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker-dealer.

1.	Ms. Tavukciyan is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and,
2.	Ms. Tavukciyan will not be compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
3.	Ms. Tavukciyan is not, nor will she be at the time of participation in the offering, an associated person of a broker-dealer; and
4.	Ms. Tavukciyan meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she (A) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Neither our sole officer and director, nor any affiliates intend to purchase any shares in this offering.

We will not use public solicitation or general advertising in connection with the offering. We will use our best efforts to find purchasers for the shares offered by this prospectus within a period of 180 days from the date of the prospectus, subject to an extension for an additional period not to exceed 90 days.

We have no intention of inviting broker-dealer participation in this Offering.

Offering Period and Expiration Date

This Offering will commence on the effective date of the registration statement of which this prospectus is a part, as determined by the Securities and Exchange Commission, and will continue for a period of 180 days. We may extend the Offering for an additional 90 days, at our sole discretion, unless the offering is completed or otherwise terminated by us at an earlier date.

Procedures for Subscribing

If you decide to subscribe for any shares in Offering, you must deliver a check or certified funds for acceptance or rejection. There are no minimum share purchase requirements for individual investors. All checks for subscriptions must be made payable to “Armeau Brands Inc.”

Right to Reject Subscriptions

We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.

Penny Stock Rules

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC which:

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of federal securities laws;

contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask prices;

contains the toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

contains such other information, and is in such form (including language, type size, and format) as the SEC shall require by rule or regulation.

Prior to effecting any transaction in a penny stock, a broker-dealer must also provide a customer with:

the bid and ask prices for the penny stock;

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;

the amount and a description of any compensation that the broker-dealer and its associated salesperson will receive in connection with the transaction; and

a monthly account statement indicating the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, (ii) a written agreement to transactions involving penny stocks, and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore our stockholders may have difficulty selling their shares.

ITEM 9 – DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

We are authorized to issue up to 200,000,000 shares of common stock, par value of $0.001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. Stockholders do not have pre-emptive rights to purchase shares in any future issuance of our common stock.

The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, rateably, the net assets available to stockholders after payment of all creditors.

All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing stockholders will be diluted.

Anti-takeover Effects of Our Articles of Incorporation and By-laws

Our amended and restated articles of incorporation and bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of our company or changing its board of directors and management. According to our bylaws and articles of incorporation, neither the holders of our company’s common stock have cumulative voting rights in the election of our directors. The combination of the present ownership by a few stockholders of a significant portion of our company’s issued and outstanding common stock and lack of cumulative voting makes it more difficult for other stockholders to replace our company’s board of directors or for a third party to obtain control of our company by replacing its board of directors.

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Anti-takeover Effects of Nevada Law

Business Combinations

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder: for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; or after the expiration of the three-year period, unless:

the transaction is approved by the board of directors or a majority of the voting power held by disinterested stockholders, or

if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

A “combination” is defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (c) 10% or more of the earning power or net income of the corporation.

In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Control Share Acquisitions

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS, which apply only to Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada, prohibit an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

Transfer Agent and Registrar

Our independent stock transfer agent is Island Stock Transfer, Inc., 15500 Roosevelt Blvd., Suite 301, Clearwater, Florida 33760. Phone (727)289-0010.

ITEM 10 – INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Experts

The audited financial statements of our company for the two most recent fiscal years ended January 31, 2016 and 2015 have been included in this Prospectus in reliance upon Saturna Group Chartered Professional Accountants LLP, an independent registered public accounting firm, as experts in accounting and auditing.

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Legal Matters

The law firm of W.L. Macdonald Law Corporation has rendered a legal opinion regarding the validity of the shares of common stock offered by in this Registration Statement. It is exhibit 5.1 to this Registration Statement of which this Prospectus is a part.

ITEM 11 – INFORMATION WITH RESPECT TO OUR COMPANY

DESCRIPTION OF OUR BUSINESS

Overview

We were incorporated under the laws of the state of Nevada on March 15, 2011 and are engaged in the production and marketing of icewine from Armenia. Our fiscal year end is January 31. Our business office is currently located at 1805-141 Lyon Court, Toronto, Ontario, Canada, M6B 3H2. The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701. Our telephone number is (647) 640-3625.

What is Icewine?

Icewine is a rare dessert wine renowned for its intense flavors, rich bouquet and smoothness. It is produced from grapes that have been left on the vine after the fall harvest. When temperatures dip to -8ºC (18°F) (or lower) the frozen grapes are handpicked and pressed immediately to carefully release a thick, rich, yellow-gold liquid, highly concentrated in natural sugars and acidity.

How is Icewine produced?

Originally developed in the 1700s in the cool-climate wine regions of Europe—Germany and Austria—the production of Icewine is ideally suited to Armenia’s climatic conditions.

The grapes are left on the vine well into December and January. The ripe berries are dehydrated through the constant freezing and thawing during these winter conditions. This process concentrates the sugars, acids, and extracts in the berries, thereby intensifying the flavours and giving Icewine its complexity.

The entire vineyard must be protected and monitored to protect the sweet ripe berries from ravaging birds. Nevertheless, some of the crop is inevitably lost to wind damage.

The grapes are picked by hand in their naturally frozen state, ideally at temperatures of -8 to -10°C [18°F to 14°F], which sometimes forces harvesting in the middle of the night. Yields are very low, often as little as 5-10 percent of a normal yield. The frozen grapes are pressed in the extreme cold, often in the middle of the field to ensure that they don’t defrost. Much of the water in the juice remains frozen during the pressing, and only a few drops of sweet concentrated juice are salvaged from each grape. If the grapes are allowed to warm during pressing, the juice will be diluted, affecting the quality of the wine. It is also critical to monitor the sweetness of the juice being extracted to ensure the highest quality. The juice is then fermented very slowly for several months and stops naturally at approximately to 10-12 percent alcohol.

The quality of Icewine is primarily determined by how low the temperature drops at the time of harvest resulting in high extract, fullness, and concentration of aroma in the final product.

Why is Icewine expensive?

Icewine is expensive due to the production process. Icewines can range from $25 to $60 for a 200-millilitre bottle. The production of true Icewine is risky. Icewine producers leave select vineyards unharvested and wait for winter to set in. The fruit left on the vine after the normal fall harvest is vulnerable to rot, ravaging winds, hail, hungry birds and animals.

The making of Icewine is labour intensive. In order to ensure that the grapes are harvested when frozen solid, a trained workforce must be available to go out into the vineyards in the middle of the night at temperatures below -8°C (18°F) to pick the frozen grapes by hand. The grapes must be pressed immediately while they are still frozen.

Yields are small. It takes about 2 kilograms of grapes to produce one 200-millilitre bottle of Icewine. The same amount of grapes would produce five to six times as much table wine.

Icewine is rare. There are only a few countries in the world with the right climatic conditions that can produce Icewine. Presently, Canada is the world leader. Icewine requires a grape growing region with a continental climate: very hot in summer, to allow the proper ripening of the grapes, and very cold in winter to achieve the optimum freezing temperature of -8°C (18°F). Armenia is also one such country.

Business Plan

Armenia is a poor, landlocked country in the South Caucasus. Armenia is a former Soviet republic bordering Azerbaijan, Turkey, Iran and Georgia. The South Caucasus’ (Armenian and Georgia) is the birthplace of Vitis Vinifera, the original or mother grapevine. Armenia was historically an important region for wine but languished during the Soviet era due to lack of investment. The ruins of the oldest winery in the world from 4000 BC were discovered in Armenia in 2011.

The Company foresaw an opportunity to produce Icewine, a Canadian phenomenon, in Armenia. The name Armeau was chosen. “Arm” as in Armenian and “eau” as in French for water. French sounding names are often used by wine marketers to denote quality products.

Grapes for wine and labour costs in Armenia are relatively cheaper when compared to Canada or Germany. For example, the cost of grapes per kg is set every year by the Government of Armenia and is approximately 1/5 the cost of similar grapes in the Okanagan or Niagara Valley in Canada. Average Armenian salary is $342 per month in 2014. With an average retail price of $40 per 200 ml bottle, icewine produced in Armenia has the potential for profits. But the market is not Canada. Our focus will be on China and Russia where icewine is coveted as a prestigious product. Armenia also has a transportation advantage over Canada, as China and especially Russia can be accessed by overland routes.

In 2012, we produced the first icewine in Armenia. The icewine was deemed ready to drink in December 2015. 4,500-200 mL bottles were produced in total. 200 sample bottles were shipped to Canada for tasting and evaluation.We are storing the remainder balance of 4300 bottles in Armenia at our winemaker’s facilities. We do not anticipate selling these bottles as they will be needed as product samples to potential Distributors and their customers, and to evaluate the quality of the icewine over time.

Though this first vintage has been well received, we were not entirely satisfied with the results. The icewine was unable to reach the highest levels of Canadian standards of must weight (153.5 degrees Oechsle ). The Oechsle Scale is a hydrometer scale measuring the density of grape which is an indication of grape ripeness and sugar content used in wine-making . Instead the standard achieved was the lower German standard (125 degrees Oechsle ). The reason was although the grapes were picked at the right temperature (-10°C or -14°F), by the time the grapes were trucked to the only nearby facility to press, the temperature had risen. If the grapes are allowed to warm during pressing, the juice will be diluted, affecting the quality of the wine. We determined that in order to produce the highest quality icewine and ensure a significant increase in the volume we can produce in the future, we need to directly control the essential grape pressing process. Our solution is to purchase a small warehouse adjacent to the vineyards and to equip it with its own pressing equipment. This way we can purchase all the grapes we need directly from the growers in the village and press it immediately. To achieve these aims, we will need to raise funds. Our company will continue to use the vinification and bottling facilities of the EDVAG Group (“EDVAG”) for the foreseeable future.

Plan of Operation

Our plan of operation for the twelve months following the date of this prospectus is to implement the proposed business plan set out above. We anticipate that the total cost of this program could be up to $150,000.

As well, we anticipate spending an additional $30,000 on professional fees, including fees payable in connection with the filing of this registration statement, complying with reporting obligations and general administrative costs. Total expenditures over the next 12 months are therefore expected to be $150,000.

Currently, we have a cash balance of approximately $11,639 as of March 3, 2016. Operations can be sustained for the next 12 months as operational expenditure is low and research/product development has been completed but additional funding will be needed to produce our second vintage.

Our business objectives for the next 12 months (beginning upon completion of this Offering), provided the necessary funding is available, are to:

Identify and purchase a warehouse-style building in our target village in Vayots Dzor province, Armenia;

Search and purchase a pneumatic press, settling tanks and other wine production equipment

Hire a local villager to act as liaison between our company and the farmers.

Renovate building to suit our needs

Install the pneumatic press and equipment

Find an itinerant pressman from the village and train on new press

Conclude distribution agreements for China and Russia

Determine the amount of icewine to produce for new vintage and reserve the appropriate amount of grapes.

Train farmers on proper vineyard maintenance and harvest methods.

We currently have enough funds on hand to pay for expenses associated with this offering. To complete the proposed objectives of our Business Plan we will require additional funding. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our objectives. We believe that debt financing will not be an alternative for funding the complete marketing program. We do not have any arrangements in place for any future equity financing.

Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. 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. Our management is prepared to provide us with short-term loans, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. If we are unable to raise sufficient funds we will be forced to abandon our business plan. If this is the case we will have to find a more viable business plan or go out of business.

We have not and do not intend to seek debt financing by way of bank loan, line of credit or otherwise. Financial institutions do not typically lend money to start up companies with no stable source of revenue.

Activities to Date

In the summer of 2011, our company sought proposals from various icewine experts in Canada with the objective of producing icewine in Armenia.

On August 2, 2011, we accepted an icewine consultation proposal from Mr. Tilman Hainle of IMBIBEdesign. Mr. Hainle, along with his father, had produced the first icewine in Canada in 1978. Pursuant to this proposal, IMBIBEdesign outlined the scope of work, schedule, deliverables, and terms of agreement for the icewine design and production process in Armenia. Fees due to IMBIBEdesign under this proposal were approximately $9,700.

In September 2011, Mr. Hainle accompanied our company to Armenia. In Armenia, we contracted Mr. Gagik Melyan, the deputy director of the Scientific Centre of Viticulture for Armenia, to accompany our team to various grape growing regions in Armenia and to provide us with his scientific and expert guidance and supervision of vineyard activities in Armenia for the 2012 season. On October 11, 2011, we entered into an contractor agreement with Mr. Melyan where we would compensate him $500 per month in exchange for his expertise. With the help of our experts, our company identified a village near the town of Areni in the province of Vayots Dzor that had the right climatic and soil conditions for Icewine production. Two indigenous Armenian grapes, one red and one white, were chosen to create our first vintage.

Our company then began negotiations with various local wine companies in Armenia, On October 11, 2011, our company and EDVAG Group entered into a wine services agreement (the “ Wine Services Agreement ”) whereas EDVAG Group agreed to provide wine-making services to produce a Canadian-style icewine under the tutelage of Mr. Hainle.

Under this agreement, EDVAG shall manage and realize the entire winemaking process under the guidance and direction of our company and our technical contractor(s). In exchange for these services provided by EDVAG, our company will compensate EDVAG as follows:

Grape purchase prices are set every year by the Government of Armenia plus a 10% service charge.

Vineyard Maintenance from October 1 to Harvest – $1000 per hectare per month.

Harvest – $1200 per hectare.

Full Production to bottling stage – for all batches $500/ton.

Storage Price – Cost of $0.025 per litre per month calculated on expected final volume

Icewine Care and Materials:

Icewine care at $0.025/litre per month based on expected final volume; and

Any materials used outside “standard icewine making additive”, as listed, to be charged at cost plus 10%.

Filtering, Bottling & Labelling – $4.00 per dozen plus $250 set-up.

Warehouse and Dispatch (Bottled Stock and Dry Goods) Warehouse Storage:

Full Pallet (over half) $2.25/Week; and

Part Pallet $2.25/Week.

Dispatch:

1 - 16 cartons $1.40 per carton;

17 - over cartons $ 20.00 per dispatch; and

Full Pallets $ 20.00 per dispatch.

We will also reimburse EDVAG for the following items procured for or on behalf of Armeau in the winemaking process at landed cost plus taxes. This Agreement will continue in force for a minimum period of 10 years. EDVAG is a wholly managed winemaking company duly registered in Armenia and operating in the CIS and international markets.

On October 15, 2011, 7000 m2 (0.7 hectares) of vineyard was reserved in a village in the province of Vayots Dzor Armenia. To reserve the vineyard, the vineyard owner was paid in advance on an estimated yield. EDVAG paid this advance on our behalf and we paid EDVAG back with an extra 10% service fee as per our agreement. On January 23, 2012, six tons of white (Voskehat) and three tons of red (Areni) were harvested at a temperature of -10°C (14°F).

On February 6, 2012, we accepted a proposal by IMBIBEdesign to travel to Armenia again, this time to oversee the fermentation of our icewine. Pursuant to this proposal, IMBIBEdesign outlined the scope of work, schedule, deliverables, and terms of agreement for the icewine winemaking in Armenia. Fees due to IMBIBEdesign under this proposal were approximately $5,200.

1250 litres of icewine were produced. The icewine produced consisted of 950 litres of white (Voskehat grape) and 300 litres of red (Areni grape). The red icewine was ultimately judged of insufficient quality and rejected. Due to technical problems, the bottling of the white icewine was delayed until December 2015 when the wine was deemed ready to drink. 4,500 bottles of white icewine were bottled and 200 bottles were sent to Canada December 2015 for sampling and evaluation. We are using the remaining 4,300 bottles for tasting and sampling by potential customers and distributors.

On February 1, 2016, we entered into a distribution agreement with Alpha Food Services. Pursuant to this agreement, we agreed to grant the exclusive right to sell and distribute our icewine products in Armenia, Russia, and the Commonwealth of Independent States countries to Alpha Food Services for a term of three years.

The purchase price of icewine to Alpha Food shall be based on delivery to the warehouse of Alpha Food and shall include a mutually negotiated delivered price to said warehouse. Our company and Alpha Food shall negotiate any price increases for any icewine products at least 60 days prior to the effective date of any such increase. Alpha Food shall have the right to order one month of supply of the icewine products at the current price prior to any increase.

Our company and Alpha Food shall agree on our price to Alpha Food and Alpha Food’s price to its customers. All parties shall agree on an annual basis, or more frequently if required, as to the prices at which Alpha Food shall sell the icewine products to its customers.

In the event that our company and Alpha Food cannot agree on either price within 30 days of commencement of the negotiations, the prices then in effect for each of said prices will be increased by an amount equal to the change in the Consumer Price Index-All US over a period of months equal to the number of months since the last price increase for each price. This Agreement shall continue in full force and effect for a period of three years.

Milestones

Below is a brief description of our planned activities which we expect to commence immediately after the Offering is completed and the proceeds have been received and accepted.

Months 1 to 6 Following Completion of this Offering

Main Objectives:

Identify and purchase a warehouse-style building in our village in Vayots Dzor province, Armenia;

Search for a pneumatic press, settling tanks and other wine production equipment

Hire a person from the village to act as liaison between our company and the farmers.

Pursue distribution agreements for China and Russia

Based on the completion of the Offering, we will begin to search for and purchase a warehouse-style building to set up a wine pressing facility. The facility needs to be within minutes of the vineyards. After concluding the purchase, we will search Europe for a new or used pneumatic press that specializes in Icewine as well as other equipment that will be required. Concurrently we will hire a liaison who will help us meet with vineyard owners in the village to discuss our plans and the purchase of their harvests in the future.

Months 6 to 12 Following Completion of this Offering

Main Objectives:

Renovate building to suit our company’s needs

Purchase and install a pneumatic press and other equipment

Find an itinerant pressman from the village

Conclude distribution agreements for China and Russia

Determine the amount of Icewine to produce for new vintage and reserve the appropriate amount of grapes.

Train farmers on proper vineyard maintenance and harvest methods.

Between months 6 to 12, we will make the necessary renovations to the building to suit our needs. We will conclude the purchase of press equipment and install them in the facility. Meanwhile, we will search for an experienced pressman and an assistant we can employ during harvest. With the help of our liaison, we will reserve the necessary hectares of grapes for the following vintage by paying a deposit to the farmers. In Armenia, most of the vineyards are owned by individual farmers who were given one and two hectare plots during the Soviet era. The Government of Armenia sets the minimum price of grapes each year prior to the harvest. If we agree to pay a little extra from the set price, we can have all the grapes we want. In addition, we will negotiate a fee for the vineyard owner to take care of the grapes until the harvest. We will train the farmers on proper vineyard maintenance and Icewine harvesting methods. We believe the extra services these farmers provide to our company will be a welcome extra income for them.

We hope by then to have agreements in place with distributors in China.

Bottling and Design

An attractive presentation is essential for a luxury product like icewine. An elegant logo was developed and a premium bottle was sourced from Italy and adorned with an appropriately designed label. A little booklet which hangs from the neck of the bottle was also designed and printed. The website www.armeaubrands.com was also developed.

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Pricing

Even though the cost to produce icewine in Armenia is lower than Canadian or German icewines, the Company believes it should still pursue a “premium” product positioning in the market. We anticipate that the cost of goods will go down as manufacturing volumes increase but we have no assurance that volume will increase or cost of goods will decrease if volume does increase.

Distribution

We have one agreement with a distributor at this time. On February 1, 2016, we entered into a distribution agreement with Alpha Food Services. Pursuant to this agreement, we agreed to grant the exclusive right to sell and distribute our icewine products in Armenia, Russia, and the Commonwealth of Independent States countries to Alpha Food Services for a term of three years.

We have begun the process of contacting additional distributors in China in order to negotiate agreements to market our product in those countries.

Competition

Canada is the world’s largest manufacturer of icewine and makes much more than all the other countries put together. In 2014, Canada produced 2.5 million bottles worth on average approximately $70 million retail. People relate to Canada as a top icewine producer due to the well-known cold Canadian winters. Canada’s top international awards are dominated by icewine.

While Germany and Austria also makes icewine, their winters are not cold enough to consistently produce icewine every year.

Counterfeit icewines made by cryoextraction (the process by which grapes are frozen with refrigeration and pressed) have become prominent items in retail stores across Asia bearing false labels. These “freezer wines” lack the intensity and complexity of authentic icewine s. Freezer-frozen grapes will usually not have hung on the vines as long, undergoing the physical and chemical changes that give authentic icewines their unique aromas and flavors. Even more of a problem are artificially sweetened icewines. Some estimate that as much as 50% of icewines sold in China are fake.

Target market

Icewine has proven particularly popular in Asia Pacific and Southeast Asian markets in recent years, as the fascination with icewine’s unique production (i.e. handpicked frozen grapes during winter months) is widespread among these regions’ consumers. In fact, icewine is a “sought after/exclusive” product and is often purchased when visiting Canada as gifts or investments. The growth of Canadian Icewine in Asian markets is realized firsthand in export data; approximately 74% of Canadian icewine is exported to Asian markets. Furthermore, seven of the top ten Canadian icewine export destinations are Asian countries, signifying the popularity of the dessert wine in this region.

In 2014, the Canadian Vintners Association (“ CVA ”) stated that icewine export value was $19.4 million and volume 228,500 litres. Furthermore, the CVA stated that China is the number one export market for Canada, with over $8 million of icewine (103,566 L) exported in 2014. The top 10 icewine export markets in 2014 were China, South Korea, Singapore, Hong Kong, Taiwan, Japan, United States, United Kingdom, Malaysia and France, representing 96.8% of icewine export sales volume.

Chinese consumers are attracted to the taste profile of the concentrated, rich icewine . They are impressed with the international awards and the prestige that accompanies icewine and they have a much stronger gifting culture.

Rising incomes, especially in urban areas, have led to greater demand for high quality prestige products that can demonstrate wealth and convey status. In urban areas, there is also greater receptiveness to new types of alcoholic beverages, niche products and imported drinks like icewine .

Russia being a trade partner to Armenia is also a major potential market for our company. Canadian icewine has not yet made inroads in Russia. However, sweet wines do dominate this market. Russians, like the Chinese, generally have a sweeter taste preference for wines than in the Western world. Also the taste for premium, and prestigious material possession and status remain important to Russians. We believe icewine has the potential to capture these trends.

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Suppliers

We signed a formal, long-term agreement with EDVAG Group to produce our icewine in Armenia. The contract is based on an à la carte pricing menu whereas we can purchase services as needed. Our intellectual rights, which includes our trade secrets in icewine making, are protected in the agreement.

Patents and Trademarks

Previously, we were granted an Armenian trademark registration for “Armeau”. In 2012, we started the process of a US trademark. Unfortunately, after spending a considerable amount of money on legal services, the trademark registration lapsed due to our inability to demonstrate use of the trademark, which is a requirement in registering a trademark, because of our delays in production of our icewine. Once we have the funds and are in a position to register our trademark, we will begin the process again.

Employees

We have no employees other than our sole director and officer. Management and office administration services are provided by Cassandra Tavukciyan.

Distribution Methods

Our winemaker, EDVAG Group, provides warehousing and distribution services from their location in Yerevan, Armenia. They will bill us on a monthly basis for these services.

Government Regulation

Our operations are subject to numerous federal, state and local laws and regulations in areas such as oil and gas regulation, consumer protection, government contracts, trade, environmental protection, labor and employment, tax, licensing and others. For example, in the Canada and U.S., most federal and local governments have alcohol laws and regulations directed specifically toward our industry, including even environmental laws. In certain jurisdictions, we will have to obtain licenses or permits in order to comply with standards governing environmental regulations and the sale of alcoholic beverages.

The alcoholic beverage industry is also subject to requirements, codes and standards imposed by various insurance, approval and listing and standards organizations. Depending upon the type of alcoholic beverage and requirements of the applicable local governmental jurisdiction, adherence to the requirements, codes and standards of such organizations is mandatory in some instances and voluntary in others.

We do not believe that government regulation will have a material impact on the way we conduct our business. Given the alcohol related content that will be available on our website, we will implement appropriate safeguards and electronic warnings to ensure that visitors to our site are aware of any age related restrictions that may be applicable to them while visiting our site.

DESCRIPTION OF PROPERTY

Presently, we do not own any interests in any real property. Our sole director and officer, has provided us with office space in her residence. This location currently serves as our primary office for planning and implementing our business plan. This space is currently sufficient for our purposes, and we expect it to be sufficient for the foreseeable future. Our sole director and officer does not charge our company for use of this space.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings.

MARKET FOR OUR COMMON STOCK

Market Information

There is no established public market for our common stock.

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After the effective date of the registration statement of which this prospectus is a part, we intend to seek a market maker to file an application with FINRA to have our common stock quoted on the OTCQB. We will have to satisfy certain criteria in order for our application to be accepted. We do not currently have a market maker who is willing to participate in this application process, and even if we identify a market maker, there can be no assurance as to whether we will meet the requisite criteria or that our application will be accepted. Our common stock may never be quoted on the OTCQB, or, even if quoted, a public market may not materialize. There can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.

We have issued 7,500,000 shares of our common stock since our inception. There are no outstanding options, warrants, or other securities that are convertible into shares of common stock.

Outstanding Options, Warrants or Convertible Securities

As of the date of this Prospectus, we do not have any outstanding options, or warrants to purchase our common stock or securities convertible into shares of our common stock.

Rule 144 Shares

In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

A person who is an affiliate and who has beneficially owned shares of our company’s common stock for at least six months, subject to the continued availability of current public information about us, is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.	one percent of the number of shares of our company’s common stock then outstanding, which, in our case, will equal approximately 150,000 shares as of the date of this Prospectus; or

2.	the average weekly trading volume of our company’s common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Rule 144 is not available for either a reporting or non-reporting shell company, as defined under Rule 405 of the Securities Act, unless our company: has ceased to be a shell company; is subject to the Exchange Act reporting obligations; has filed all required Exchange Act reports during the preceding twelve months; and at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

Registration Rights

We are paying the expenses of the offering because we seek to develop a market for our common stock. We believe that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. In the near future, in order for us to continue with our enhanced oil and gas recovery business plan, we may need to raise additional capital.

Holders

There was one holder of record of our common stock as of January 31, 2016.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any compensation plan under which equity securities are authorized for issuance.

FINANCIAL STATEMENTS

Our fiscal year end is January 31. Our financial statements are stated in U.S. dollars and are prepared in conformity with generally accepted accounting principles of the United States (US GAAP).

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This Prospectus includes the following financial statements:

Audited financial statements of our company for fiscal years ended January 31, 2016 and 2015.

The financial statements appear beginning on page F-1.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion of our financial condition and results of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements and information relating to our business that reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties, including the risks in the section entitled Risk Factors beginning on page 9, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Overview

Our company was incorporated under the laws of the state of Nevada on March 15, 2011. We seek to significantly expand the production of our icewine product which we produce in Armenia.

Our offices are currently located at 1805-141 Lyon Court, Toronto, Ontario, Canada, M6B 3H2. Our telephone number is Tel: (647) 640-3625. We have a website at www.armeaubrands.com, however, the information contained on our website does not form a part of the registration statement of which this prospectus is a part.

Results of Operations – From inception to January 31, 2016

We did not earn any revenues from March 15, 2011 (date of inception) to January 31, 2016. However, we did produce 4,500 bottles of icewine which will be used for product sampling and marketing to potential customers and distributors. We have not commenced the marketing stage of our business, other than the review of data and online research, the development of a logo and label, selection of a bottle, mini-product brochure and the development of a website www.armeaubrands.com, and can provide no assurance that we will generate revenue from the proposed sale of our beverages.

During the year ended January 31, 2016, we incurred operating expenditures and a net loss of $6,464 compared to operating expenditures and a net loss of $553 during the year ended January 31, 2015. The increase in our operating expenditures and net loss was due to $3,051 of product development costs for the first production of ice wine that is being used for marketing and product promotion purposes with no expectation of resale, and professional fees of $3,159 for legal and accounting costs relating to our day-to-day operations.

We incurred a net loss per share of $0.03 for the year ended January 31, 2016 compared to a net loss per share of $5.53 for the year ended January 31, 2015. On January 20, 2016, we issued 7,500,000 common shares to our President and Director for proceeds of $15,000, which was received on February 8, 2016. We did not have any capital transactions during the year ended January 31, 2015.

Purchase or Sale of Equipment

We expect over the next twelve months to purchase building and wine pressing equipment for our operations, if we can raise sufficient funds to proceed with the acquisitions.

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Liquidity and Capital Resources

As of the date of this registration statement, we have not generated any revenues from our proposed business operations.

As at January 31, 2016, we had cash and total assets of $15 compared to cash and total assets of $109 as at January 31, 2015.

As at January 31, 2016, we had total liabilities of $62,696 compared to total liabilities of $56,326 at January 31, 2015. The increase in total liabilities was due to the fact that we incurred operating expenses and did not have any cash receipts from operating, investing, or financing activities. Currently, our day-to-day operations are funded by proceeds from the President and Director of our company.

Our working capital deficit at January 31, 2016 was $62,681 compared to $56,217 at January 31, 2015. The increase in our working capital deficit was due to operating expenditures that were incurred and paid for by our President and Director on behalf of the company.

Cashflows from Operating Activities

For the year ended January 31, 2016, we used cash of $94 for operating activities compared to $253 for the year ended January 31, 2015. As we have not raised any financing or received any receipts from operating activities, our operations are currently being funded by our President and Director.

Cashflows from Investing Activities

For the year ended January 31, 2016 and 2015, we did not have any investing activities.

Cashflows from Financing Activities

For the year ended January 31, 2016 and 2015, we did not have any financing activities. On February 8, 2016, we received $15,000 from the President and Director of the company for the issuance of 7,500,000 common shares of the company.

We have no current commitment from our officers and Directors or any of our shareholders to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

We issued 7,500,000 shares of common stock through a Section 4(2) offering on January 20, 2016. Ms. Tavukciyan purchased the shares at a price of $0.002 per common share for total cash consideration of $15,000.

Our company estimates the need for approximately $150,000 of additional funding during the next 12 months to commence our business operations as planned. If we are unable to raise adequate working capital for fiscal 2016, we will be restricted in the implementation of our business plan.

Expenditures

The following chart provides an overview of our budgeted expenditures for the 12 months following the completion of this Offering. The expenditures are categorized by significant area of activity.

Legal and Accounting -	$	30,000
Salaries		30,000
Purchase of land and building -		20,000
Renovations to building		10,000
Purchase of grape pressing and other equipment		30,000
Production expenses for 2016/2017 vintage		20,000
General and Administrative -		10,000
	$	150,000

As of March 3, 2016, we have cash on hand of approximately $11,639 .

Going Concern

As shown in the accompanying financial statements, we have an accumulated deficit of $62,781 since inception, a stockholders' deficit of $62,681 at January 31, 2016 and a working capital deficit of $62,681. These conditions among others raise substantial doubt as to our ability to continue as a going concern. In response to these conditions, we may raise additional capital through the sale of equity securities, through an offering of debt securities or through borrowings from financial institutions or individuals. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying our company’s accounting policies. Our company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. Our company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Revenue Recognition

Our company derives revenue from the sale of ice wine. In accordance with ASC 605, “Revenue Recognition”, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured.

Inventory

Inventory is comprised of work-in-process and finished goods relating to the production and distribution of ice wine, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. Our company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.

Recent Accounting Pronouncements

Our company has 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have not had any changes in or disagreements with our independent public accountants since our inception.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not required by smaller reporting companies.

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DIRECTORS AND OFFICERS

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our 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	Age	Position
Cassandra Tavukciyan	23	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Cassandra Tavukciyan

Cassandra Tavukciyan is our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director and has served in these capacities since January 20, 2016.

She is a graduate of Emily Carr University with a Bachelor of Arts. Born in Canada of Armenian heritage, she has two passions in her life, her Armenian heritage and wine. She has visited Armenia many times on behalf of Church-affiliated groups like CYMA (Canadian Youth Mission to Armenia) and continues to expand her wine-making knowledge. Inspired by an observation by her father that icewine production would be perfectly suited for Armenia, she decided to merge these passions. In addition to her responsibilities at Armeau Brands, she is currently working towards a Masters degree from Ryerson University in Toronto, Ontario.

Other Directorships

Ms. Tavukciyan does not hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940 .

Board of Directors and Director Nominees

Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.

The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

Some of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate prior to reaching a determination. The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Conflicts of Interest

Our director is not obligated to commit her full time and attention to our business and, accordingly, she may encounter a conflict of interest in allocating her time between our operations and those of other businesses. In the course of her other business activities, she may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which she owes a fiduciary duty. As a result, she may have conflicts of interest in determining to which entity a particular business opportunity should be presented. She may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

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In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation’s line of business; and

it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Significant Employees

Other than as described above, we do not expect any other individuals to make a significant contribution to our business.

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company's officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics is attached hereto as Exhibit 14. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our directors do not believe that it is necessary to have such committees because they believe the functions of such committees can be adequately performed by the members of our board of directors.

EXECUTIVE COMPENSATION

The particulars of the compensation paid to the following persons:

our principal executive officer;

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended January 31, 2016 and 2015; and

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended January 31, 2016 and 2015,

who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Cassandra Tavukciyan ⁽¹⁾	2016	-	-	-	-	-	-	Nil	Nil
Arto Tavukciyan ⁽²⁾	2016	-	-	-	-	-	-	Nil	Nil
	2015	-	-	-	-	-	-	Nil	Nil

(1)	Ms. Tavukciyan was appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director on January 20, 2016.
(2)	Mr. Arto Tavukciyan resigned as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director on January 20, 2016.

Cassandra Tavukciyan is our sole director and officer.

Grants of Plan-Based Awards Table

We did not grant any awards to our named executive officers in during our fiscal year ended January 31, 2016.

Outstanding Equity Awards at Fiscal Year End

There were no unexercised options, stock that has not vested and equity incentive plan awards for our named executive officers during the last two fiscal years.

Option Exercises

During our fiscal year ended January 31, 2016, there were no options exercised by our named officers.

Compensation of Directors

We did not provide any compensation to Ms. Tavukciyan for performing her services as our director since the inception of our company.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

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Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Compensation Committee Interlocks and Insider Participation

During 2011, we did not have a compensation committee or another committee of the board of directors performing equivalent functions. Instead the entire board of directors performed the function of compensation committee. Our board of directors approved the executive compensation, however, there were no deliberations relating to executive officer compensation during 2011.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the ownership, as of January 31, 2016, of our common stock by each of our directors and executive officers, by all of our executive officers and directors as a group, and by each person known to us who is the beneficial owner of more than 5% of any class of our securities. As of January 31, 2016, there were 15,000,000 shares of our common stock issued and outstanding assuming the completion of the Offering. All persons named have sole voting and investment control with respect to the shares, except as otherwise noted. The number of shares described below includes shares which the beneficial owner described has the right to acquire within 60 days of the date of this registration statement.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percentage of Class
Cassandra Tavukciyan 1805-141 Lyon Court, Toronto, Ontario, Canada, M6B 3H2	7,500,000	50%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on January 31, 2016. As of January 31, 2016, we had 15,000,000 shares of our common stock issued and outstanding assuming the completion of the Offering. If the Offering is not completed, we will have 7,500,000 shares issued and outstanding and Ms. Tayukciyan will hold 100% of those shares. All figures assume full dilution of convertible securities held.

Changes in Control

As of January 31, 2016, we are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of January 31, 2016, we owed $59,537 to the President of our company for expenses paid on our behalf. The amount owing is unsecured, non - interest bearing , and due on demand.

There have been no other transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

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Promoters and Certain Control Persons

Ms. Tavukciyan is our only promoter as defined in Rule 405 of Regulation C due to her participation in and management of the business since our incorporation.

Corporate Governance

We currently act with one director – Ms. Tavukciyan.

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the board of directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

REPORTS TO SECURITY HOLDERS

We are not currently a reporting company, but upon effectiveness of the registration statement of which this prospectus forms a part, we will be required to file reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of these reports from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. or on the SEC’s website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

DIVIDEND POLICY

We have not paid any dividends since our incorporation and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain any earnings to develop and market our services. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements, and operating financial conditions.

ITEM 12A - DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITES ACT LIABILITIES

Nevada law provides that we may indemnify our directors and officers to the fullest extent.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

LEGAL REPRESENTATION

W.L. Macdonald Law Corporation will pass upon the validity of the common stock offered hereby.

EXPERTS

The financial statements included in this prospectus, and in the registration statement of which this prospectus is a part, have been audited by Saturna Group Chartered Professional Accountants LLP, an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

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No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us, nor was any such person connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

WHERE YOU CAN GET MORE INFORMATION

In accordance with the Securities Act of 1933, we are filing with the SEC a registration statement on Form S-1, of which this prospectus is a part, covering the securities being offered by the Registrant. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information set forth in the registration statement. For further information regarding both our company and our common stock, we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public reference facilities of the SEC’s Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10am and 3pm, and on the SEC Internet site at http:\\www.sec.gov. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330.

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ARMEAU BRANDS INC.

Financial Statements

January 31, 2016 and 2015

(Expressed in U.S. dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Armeau Brands Inc.

We have audited the accompanying balance sheets of Armeau Brands Inc. as of January 31, 2016 and 2015, and the related statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended. 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 the Armeau Brands Inc. as of January 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit and an accumulated deficit since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Saturna Group Chartered Professional Accountants LLP

Vancouver, Canada

February 26, 2016

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ARMEAU BRANDS INC.

Balance Sheets

(Expressed in U.S. dollars)

	January 31, 2016 $			January 31, 2015 $

ASSETS
Current assets
Cash		15			109
Total assets		15			109

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable		3,159			–
Due to related party (Note 3)		59,537			56,326
Total liabilities		62,696			56,326
Nature of operations and continuance of business (Note 1)
Subsequent event (Note 6)
Stockholders’ deficit
Common stock
Authorized: 200,000,000 common shares, $0.001 par value 7,500,000 and 100 shares issued and outstanding, respectively		7,500			1
Additional paid-in capital		7,600			99
Share subscriptions receivable (Note 4)		(15,000	)		–
Deficit		(62,781	)		(56,317	)
Total stockholders’ deficit		(62,681	)		(56,217	)
Total liabilities and stockholders’ deficit		15			109

(The accompanying notes are an integral part of these financial statements)

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ARMEAU BRANDS INC.

Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollars)

	Year Ended			Year Ended
	January 31,			January 31,
	2016			2015
	$			$
Operating expenses
General and administrative		254			553
Product development		3,051			–
Professional fees		3,159			–
Total operating expenses		6,464			553
Net loss and comprehensive loss		(6,464	)		(553	)
Basic and diluted loss per share		(0.03	)		(5.53	)
Weighted average shares outstanding		226,124			100

(The accompanying notes are an integral part of these financial statements)

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ARMEAU BRANDS INC.

Statement of Stockholders’ Deficit

(Expressed in U.S. dollars)

							Additional		Share
	Common Stock						Paid-In		Subscriptions
	Shares			Amount			Capital		Receivable			Deficit			Total
	#			$			$		$			$			$

Balance, January 31, 2014		100			1			99		–			(55,764	)		(55,664	)

Net loss for the year		–			–			–		–			(553	)		(553	)

Balance, January 31, 2015		100			1			99		–			(56,317	)		(56,217	)

Issuance of shares		7,500,000			7,500			7,500		(15,000	)		–			–

Cancellation of shares		(100	)		(1	)		1		–			–			–

Net loss for the year		–			–			–		–			(6,464	)		(6,464	)

Balance, January 31, 2016		7,500,000			7,500			7,600		(15,000	)		(62,781	)		(62,681	)

(The accompanying notes are an integral part of these financial statements)

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ARMEAU BRANDS INC.

Statements of Cash Flows

(Expressed in U.S. dollars)

	Year Ended			Year Ended
	January 31,			January 31,
	2016			2015
	$			$

Operating activities

Net loss		(6,464	)		(553	)

Changes in operating assets and liabilities:

Accounts payable		3,159			–
Due to related party		3,211			300

Net cash used in operating activities		(94	)		(253	)

Decrease in cash		(94	)		(253	)

Cash, beginning of year		109			362

Cash, end of year		15			109

Supplemental disclosures:

Interest paid		–			–
Income taxes paid		–			–

(The accompanying notes are an integral part of these financial statements)

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ARMEAU BRANDS INC.

Notes to the Financial Statements

January 31, 2016 and 2015

(Expressed in U.S. dollars)

1.	Nature of Operations and Continuance of Business

Armeau Brands Inc., (the “Company”), was incorporated in the State of Nevada on March 15, 2011. The Company’s business objectives are to produce and market its own brand of icewine that is using grapes harvested in Armenia, with the plan to export its ice wine to China and Russia.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholder, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. As at January 31, 2016, the Company has a working capital deficiency of $62,681 and accumulated losses of $62,781 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	Significant Accounting Policies

(a)

Basis of Presentation

These financial statements and related notes are prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is January 31.

(b)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying the Company’s accounting policies. The Company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. The Company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected .

(c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

(d)

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Income Taxes ”. The asset and liability method provides that deferred income tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred income tax assets to the amount that is believed more likely than not to be realized.

ARMEAU BRANDS INC.

Notes to the Financial Statements

January 31, 2016 and 2015

(Expressed in U.S. dollars)

2. Significant Accounting Policies (continued)

(e)

Foreign Currency Translation

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management has adopted ASC 830, “ Foreign Currency Translation Matters ”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the statement of operations.

(f)

Financial Instruments and Fair Value Measures

ASC 820, “ Fair Value Measurements and Disclosures ”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, and amount due to a related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

(g)

Revenue Recognition

The Company derives revenue from the sale of ice wine. In accordance with ASC 605, “Revenue Recognition” , revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the amount is fixed and determinable, and collectability is reasonably assured.

(h)

Inventory

Inventory is comprised of work-in-process and finished goods relating to the production and distribution of ice wine, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete or unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.

F-7

Table of Contents

ARMEAU BRANDS INC.

Notes to the Financial Statements

January 31, 2016 and 2015

(Expressed in U.S. dollars)

2.	Summary of Significant Accounting Policies (continued)

(i)

Loss Per Share

Basic earnings (loss) per share is computed by dividing the net income or loss applicable to common shares of the Company by the weighted average number of common shares outstanding for the relevant period. Diluted loss per share is computed by dividing the net income or loss applicable to common shares by the sum of the weighted average number of common shares issued and outstanding and all additional common shares that would have been outstanding, if potentially dilutive instruments were converted. As at January 31, 2016 and 2015, the Company had no potentially dilutive shares outstanding.

(j)

Comprehensive Loss

ASC 220, “ Comprehensive Income ” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at January 31, 2016 and 2015, the Company had no items that affected comprehensive loss.

(k)

Recent Accounting Pronouncements

The Company has 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.

3.	Related Party Transactions

As at January 31, 2016, the Company owed $59,537 (2015 - $56,326) to the President of the Company, which is unsecured, non-interest bearing, and due on demand.

4.	Share Capital

Authorized: 200,000,000 common shares with $0.001 par value

(a) On January 20, 2016, the Company issued 7,500,000 common shares to the President of the Company for proceeds of $15,000, which was received subsequent to January 31, 2016. Refer to Note 6.

(b) On January 20, 2016, the Company cancelled 100 common shares that were issued on incorporation.

5.	Income Taxes

The Company is subject to United States federal and state income taxes at a rate of 34% (2015 – 34%) per annum. The reconciliation of the provision for income taxes at the statutory rate compared to the Company’s income tax expense as reported is as follows:

	2016 $			2015 $

Income tax recovery at statutory rate		(2,198	)		(188	)
Valuation allowance change		2,198			188
Provision for income taxes		–			–

ARMEAU BRANDS INC.

Notes to the Financial Statements

January 31, 2016 and 2015

(Expressed in U.S. dollars)

5.	Income Taxes (continued)

The significant components of deferred income tax assets and liabilities as at January 31, 2016 and 2015 are as follows:

	2016 $			2015 $

Net operating losses carried forward		21,346			19,148
Valuation allowance		(21,346	)		(19,148	)
Net deferred income tax asset		–			–

The Company has net operating losses carried forward of $62,781 available to offset taxable income in future years which expires at the beginning of fiscal 2032.

6.	Subsequent Event

On February 8, 2016, the Company received proceeds of $15,000 for the 7,500,000 common shares issued to the President of the Company. Refer to Note 4(a).

F-9

Table of Contents

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13 – OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

No expenses will be borne by the Selling Security Holders. Our estimated expenses in connection with the issuance and distribution of the securities being registered in this Prospectus are as follows:

Commission filing fee		$	15
Legal fees and expenses			14,485
Accounting fees and expenses			10,500
Printing and marketing expenses	Nil
Miscellaneous			5,000
Total		$	30,000

ITEM 14 – INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Articles of Incorporation provide that no director or officer of our company will be personally liable to our company 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 unlawful payment of dividends. In addition, our bylaws permit for the indemnification and insurance provisions in Chapter 78 of the NRS.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling our company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, 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 such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

Table of Contents

Further, in the normal course of business, we may have in our contracts indemnification clauses, written as either mutual where each party will indemnify, defend, and hold each other harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties; or single where we have agreed to hold certain parties harmless against losses etc.

Our Bylaws

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.

ITEM 15 – RECENT SALES OF UNREGISTERED SECURITIES

On January 20, 2016, we entered into a private placement agreement with Cassandra Tavukciyan (the “ Subscriber ”). Pursuant to the agreement, we agreed to the issuance of an aggregate of 7,500,000 common shares in our capital stock at a purchase price of $0.002 per share, for total proceeds of $15,000.

On January 20, 2016, we issued an aggregate of 7,500,000 common shares to Ms. Tavukciyan who is a non-US persons (as that term is defined in Regulation S of the Securities Act of 1933), in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended.

ITEM 16 – EXHIBITS

Exhibit Number		Exhibit Description

3.1		Articles of Incorporation of Armeau Brands Inc.

3.2		Bylaws of Armeau Brands Inc.

5.1		Legal Opinion of W.L. Macdonald Law Corporation.

10.1		Armenian Icewine Consultation Proposal with IMBIBEdesign dated August 2, 2011.

10.2		Independent Contractor Agreement with Gagik Melyan dated October 11, 2011.

10.3		Wine Services Agreement with EDVAG Group dated October 11, 2011.

10.4		Armenian Icewine-Making Proposal with IMBIBEdesign dated February 6, 2012.

10.5		Distribution Agreement with Alpha Food Services dated February 1, 2016.

14.1		Code of Ethics and Business Conduct .

23.1		Consent of Saturna Group Chartered Professional Accountants LLP.

23.2		Consent of W.L. Macdonald Law Corporation (incorporated in Exhibit 5.1).

ITEM 17 – UNDERTAKINGS

The registrant hereby undertakes:

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)	Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

(iv)

Any other communication that is an offer in the offering made by the registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto, Ontario, Canada, on March 14, 2016.

	ARMEAU BRANDS INC.


	By:	/s/ Cassandra Tavukciyan
		Cassandra Tavukciyan
		President and Director

In accordance with the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signatures	Title	Date


/s/ Cassandra Tavukciyan
Cassandra Tavukciyan	Director, President and Chief Executive Officer	March 14, 2016

Exhibit 3.1

BYLAWS

ARMEAU BRANDS INC.

A Nevada Corporation

ARTICLE I

Stockholders

Section 1

Annual Meeting . Annual meetings of the stockholders of Armeau Brands Inc. (the “ Corporation ”), shall be held on the day and at the time as may be set by the Board of Directors of the Corporation (the “ Board of Directors ”) from time to time, at which annual meeting the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 2

Special Meetings . Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

Section 3

Place of Meetings . All annual meetings of the stockholders shall be held at the registered office of the Corporation or at such other place within or outside the State of Nevada as the Board of Directors shall determine. Special meetings of the stockholders may be held at such time and place within or outside the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 4

Quorum; Adjourned Meetings . The holders of at least five percent (5%) of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

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Section 5

Voting . Each stockholder of record of the Corporation holding stock which is entitled to vote at a meeting shall be entitled at each meeting of stockholders to one vote for each share of stock standing in their name on the books of the Corporation. Upon the demand of any stockholder, the vote for members of the Board of Directors and the vote upon any question before the meeting shall be by ballot.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect members of the Board of Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 6

Proxies. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of the meeting. All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer of the meeting.

Section 7

Action - Without Meeting . Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

ARTICLE II

Directors

Section 1

Management of Corporation . The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2

Number, Tenure, and Qualifications . The number of directors which shall constitute the whole board shall be at least one. The number of directors may from time to time be increased or decreased by resolution of the Board of Directors to not less than one nor more than fifteen. The Board of Directors shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

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Section 3

Vacancies . Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be filled by a majority of the remaining Board of Directors, though not less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the members of the Board of Directors by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors, or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors or the stockholders shall have power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

Section 4

Annual and Regular Meetings . Regular meetings of the Board of Directors shall be held at any place within or outside the State which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. In the absence of such designation, regular meetings shall be held at the registered office of the Corporation. Special meetings of the Board of Directors may be held either at a place so designated or at the registered office.

Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 5

First Meeting . The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the Board of Directors in order to legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 6

Special Meetings . Special meetings of the Board of Directors may be called by the Chairman or the President or by any Vice President or by any two directors.

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Written notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail, facsimile transmission, electronic mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if such address is not readily ascertainable, at the place in which the meetings of the Board of Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail at least five (5) days prior to the time of the holding of the meeting. In case such notice is hand delivered, faxed or emailed as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, faxing, emailing or delivery as above provided shall be due, legal and personal notice to such director.

Section 7

Business of Meetings . The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though held at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 8

Quorum, Adjourned Meetings . A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board of Directors shall be as valid and effective in all respects as if passed by the Board of Directors in regular meeting.

A quorum of the Board of Directors may adjourn any meeting of the Board of Directors to meet again at a stated day and hour-provided, however, that in the absence of a quorum, a majority of the directors present at any meeting of the Board of Directors, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors.

Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time and place be fixed at the meeting adjourned.

Section 9

Committees . The Board of Directors may, by resolution adopted by a majority of the Board of Directors, designate one or more committees of the Board of Directors, each committee to consist of at least one or more of the members of the Board of Directors which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the Corporation and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

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The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 10

Action Without Meeting . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or committee.

Section 11

Special Compensation . The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

ARTICLE III

Notices

Section 1

Notice of Meetings . Notices of meetings of stockholders shall be in writing and signed by the President or a Vice President or the Secretary or an Assistant Secretary or by such other person or persons as the Board of Directors shall designate. Such notice shall state the purpose or purposes for which the meeting of stockholders is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be delivered personally to, sent by facsimile transmission or electronic mail or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the Corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a Corporation or association, or to any member of a partnership shall constitute delivery of such notice to such Corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver or mail notice of the meeting to the transferee.

Section 2

Effect of Irregularly Called Meetings . Whenever all parties entitled to vote at any meeting, whether of the Board of Directors or stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting and oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if they had been approved at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting, and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

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Section 3

Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE IV

Officers

Section 1

Election . The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer, none of whom need be directors of the Corporation. Any person may hold two or more offices. The Board of Directors may appoint a Chairman of the Board of Directors, Vice Chairman of the Board of Directors, one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.

Section 2

Chairman of the Board . The Chairman of the Board of Directors shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 3

Vice Chairman of the Board . The Vice Chairman of the Board of Directors shall, in the absence or disability of the Chairman of the Board of Directors, perform the duties and exercise the powers of the Chairman of the Board of Directors and shall perform such other duties as the Board of Directors may from time to time prescribe.

Section 4

President. The President shall be the Chief Executive Officer of the Corporation and shall have active management of the business of the Corporation.

Section 5

Vice President . The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. The Vice President shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents. The duties and powers of the President shall descend to the Vice Presidents in such specified order of seniority.

Section 6

Secretary . The Secretary shall act under the direction of the President. Subject to the direction of the President, the Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. The Secretary shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the President or the Board of Directors.

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Section 7

Assistant Secretaries . The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 8

Treasurer. The Treasurer shall act under the direction of the President. Subject to the direction of the President, the Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer’s office and for the restoration to the Corporation, in case of Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation.

Section 9

Assistant Treasurers . The Assistant Treasurers in the order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

Section 10

Compensation . The salaries and compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 11

Removal; Resignation . The officers of the Corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

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ARTICLE V

Capital Stock

Section 1

Certificates . Every stockholder shall be entitled to have a certificate signed by the President or Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate, which the Corporation shall issue to represent such stock.

If a certificate is signed (1) by a transfer agent other than the Corporation or its employees or (2) by a registrar other than the Corporation or its employees, the signatures of the officers of the Corporation may be facsimiles. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the Corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

Section 2

Surrendered, Lost or Destroyed Certificates . The Board of Directors may direct a certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 3

Replacement Certificates . Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation, if it is satisfied that all provisions of the laws and regulations applicable to the Corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4

Record Date . The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such distribution, or to give such consent, and in such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

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Section 5

Registered Owner . The Corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for all purposes including voting and distribution, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VI

General Provisions

Section 1

Registered Office . The registered office of this Corporation shall be in the State of Nevada.

The Corporation may also have offices at such other places both within and outside the State of Nevada as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 2

Distributions . Distributions upon capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation.

Section 3

Reserves. Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 4

Checks; Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 5

Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

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Section 6

Corporate Seal. The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE VII

Indemnification

Section 1

Indemnification of Officers and Directors, Employees and Other Persons . Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation or for its benefit as a director or officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporation Law of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

Section 2

Insurance . The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

Section 3

Further Bylaws. The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

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ARTICLE VIII

Amendments

Section 1

Amendments by Board of Directors. The Board of Directors, by a majority vote of the Board of Directors at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particular provisions of the Bylaws, which shall not be amended by the Board of Directors.

ARTICLE IX

Transactions with Stockholders

Section 1

Acquisition of Controlling Interest. The Corporation elects not to be governed by NRS 78.378 through 78.3793, inclusive, of the Nevada Private Corporations Act.

Section 2

Combinations with Interested Stockholders. The Corporation elects not to be governed by NRS 78.411 through 78.444, inclusive, inclusive, of the Nevada Private Corporations Act.

APPROVED AND ADOPTED this 15th day of March, 2011.

/s/ Arto Tavukciyan

Arto Tavukciyan

President, Secretary, Treasurer and Director

CERTIFICATE

I hereby certify that I am the Secretary of Armeau Brands Inc., and that the foregoing Bylaws, constitute the code of Bylaws of Armeau Brands Inc., as duly adopted by the Board of Directors of the Corporation on March 15, 2011.

DATED this 15th day of March, 2011.

/s/ Arto Tavukciyan

Arto Tavukciyan

Secretary

Exhibit 5.1

Suite 400 – 570 Granville Street
Vancouver, BC
V6C 3P1 CANADA
Telephone: (604) 689-1022
Facsimile: (604) 681-4760

CORPORATE AND SECURITIES LAWYERS

Toronto, ON Canada, M6B 3H2

Re: Common Stock of Armeau Brands Inc., Registered on Form S-1, filed on March 11, 2016

We have acted as counsel to Armeau Brands Inc. (the “ Company ”), a corporation incorporated under the laws of the State of Nevada, in connection with the filing, on March 11, 2016, of a registration statement on Form S-1 (the “ Registration Statement ”) under the Securities Act of 1933 , as amended (the “ Securities Act ”) of up to 7,500,000 shares of common stock for sale by the Company (the “ Registered Shares ”).

In connection with rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and exhibits thereto; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the proceedings of the Board of Directors of the Company relating to the proposed issuance of the Shares; and (e) such statutes, records and other documents and matters as we have deemed necessary.

We have also examined the originals or copies of such corporate records of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies or as facsimiles of copies or originals, which assumptions we have not independently verified.

We have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal laws of the United States, including the statutory provisions, all applicable provisions of Nevada law and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.

Suite 400 – 570 Granville Street
Vancouver, BC
V6C 3P1 CANADA
Telephone: (604) 689-1022
Facsimile: (604) 681-4760

CORPORATE AND SECURITIES LAWYERS

Based upon the foregoing and the examination of such legal authorities as we have deemed relevant, and subject to the qualifications and further assumptions set forth herein, we are of the opinion that the Registered Shares have been duly authorized by all requisite corporate action and are legally issued, fully paid and non-assessable under Nevada law, including the statutory provisions, all applicable provisions of Nevada law and all reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.

Very truly yours,

/s/W.L. Macdonald Law Corporation

On the behalf of

W.L. Macdonald Law Corporation

Exhibit 10.1

August 2, 2011

Armenian Icewine Consultation Proposal for

Armeau Brands Inc.

by IMBIBEdesign

Dear Arto Tavukciyan,

I am very pleased to present you with the following proposal outlining the scope of work, schedule, deliverables, and terms of agreement for the Icewine design and production process in Armenia.

The present scope of work encompasses the preliminary research and consultation, the one week research and scouting trip to Armenia, selection of vineyard sites and winemaking facilities, as well as the report and the Icewine production protocol.

Scope of Work:

1. Preliminary Research

Research on climate, viticulture and winemaking in Armenia.

2. Site Visit

Travel to Armenia. Interpreter will be provided by the client, if necessary. Expected length of travel is one week.

Meet with the client to gather information about the proposed project, its goals, the site, and the climate.

Visit the possible subject sites with the client to get first-hand impressions of local conditions and the potential for viticulture suitable for Icewine, and winery facilities.

Meet with local expert on viticultural potential and conditions, as well as experienced local grape growers (to be recommended and arranged by the client).

Visit any other sites or wineries in the area that may be relevant, as deemed necessary.

If appropriate, participate in tasting and evaluation of local and regional wines, to be arranged by the client. This is to help research the current market, and delineate the potential that has been reached so far by local wine producers.

Investigate the regional and local potential for Icewine production based on the climate data made available by the client, as well as the site characteristics.

3. Follow-Up and Report on Site Visit, Recommendations

Prepare brief report of site- and project-specific vineyard site considerations that must be taken into account.

Give an outline of special considerations for Icewine production in both the vineyard site and winery specifications and requirements.

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

IMBIBE design. com

4. Development of Production Protocol

Work with client to develop stylistic and technical specifications for target Icewine product(s)

Develop Icewine production protocol suitable for winery partner, and client

Set up dialog with selected winery partners to ensure that Icewine production protocol will be followed, and necessary support (lab and quality control, for example) and equipment is in place and working

List supplies needed for Icewine production, help source these supplies for winery

Work with winery partner in preparation of harvest, ensure harvest readiness

Estimated Maximum Fees: $8,000

IMBIBEdesign’s fee for the above scope of work are estimated to be less than $8,000, plus reimbursable expenses described below, and HST. We are assuming a total of 7 days of travel and client visits in Armenia involving Tilman Hainle.

Additional services, such as change in the scope of work by the Client, will be billed at our normal hourly billing rates of $135, or negotiated separately.

Travel time to and from Armenia is included in this proposal, as there is a site visit planned.

A retainer of $4,000 will be required by IMBIBEdesign in order to begin work. Billing will occur on a monthly progress basis.

Reimbursable Expenses:

Reimbursable expenses will be charged at cost. Reimbursable expenses are not included in our fee indicated.

IMBIBEdesign reimbursable expenses include, but are not limited to:

printing or copying of documents

delivery, courier, Parcel Post or similar charges

internet and telephone charges incurred while traveling and working on behalf of the client

travel, accommodation, and meal costs not covered by the client, as necessary to perform outlined duties (a flat rate of $0.50 / km will be charged for travel in IMBIBEdesign’s own vehicles)

Deliverables:

IMBIBEdesign will complete and document all of the services described in this proposal:

Initial project familiarization and investigation.

Meeting with the client and viticultural and winemaking partners near the project site

Investigation of different viticultural areas and vineyard sites

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

IMBIBE design. com

Inspection of chosen winery partner facility

Visit and meeting with local agricultural and viticultural experts, if appropriate

Report presented to the Client outlining:

site- and project-specific vineyard and winery considerations

winery requirements

special considerations of Icewine production

stylistic and technical targets for Icewine product(s)

outline of winemaking requirements and procedures for the production of Icewine

The final documents will be in written form. The reports will be presented electronically, and on request in printed form. A face-to-face client meeting to present and discuss the report can be arranged.

Additional services, outside the stated scope of work, necessary to complete the stages as noted above will be either the responsibility of the Client or delivered by IMBIBEdesign as negotiated with the Client. It is the Client’s responsibility to provide IMBIBEdesign with the requested information necessary to complete the above services.

Proposed Project Schedule:

The Scope of Work is scheduled to occur in September 2011, with firm dates yet to be established. IMBIBEdesign will make every reasonable effort to be available at a time suitable to the Client.

The Client understands that IMBIBEdesign has other clients and ongoing projects, which will make demands on IMBIBEdesign resources during the time frame that this work will occur.

IMBIBEdesign will endeavour to have a draft final report ready for review within ten days following the conclusion of the site visit described above.

Conditions:

This proposal is valid until August 10, 2011.

No warranty or representation, expressed or implied, is included or intended in our proposals, contracts, plans, recommendations or reports. The Client shall hold IMBIBEdesign harmless in and from all claims, liabilities, damages and detriments not arising from the IMBIBEdesign’s actual negligence or malfeasance.

IMBIBEdesign will assume that data, information and work supplied by the Client is complete, accurate and suitable.

The retainer will be held by IMBIBEdesign , and applied to the final invoice related to this Scope of Work.

IMBIBEdesign ’s invoices are due on receipt. A financing charge of 1.5% per month will apply to unpaid balances after 30 days from the date of invoice.

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

IMBIBE design. com

Confidentiality:

IMBIBEdesign is willing to execute a separate confidentiality and non-disclosure agreement, if necessary.

Termination:

Either party upon thirty days written notice may terminate this agreement.

This agreement may be terminated upon seven days written notice should the other party fail substantially to perform in accordance with its terms, through no fault of the party initiating the termination.

Termination can occur at any point in the process, and the Client will be required to pay for services completed at the point of termination.

Next Steps:

The vineyard and winery site inspections, as well as the meetings with the local winemaking and viticultural experts are the first steps toward the realization of the project. Building on the assessments performed in this stage, IMBIBEdesign will work with the winery facility chosen to guide them through the steps needed for the Icewine production.

On behalf of IMBIBEdesign, I can say that I am very pleased to be considered for this unique and aspiring project, and look forward to helping to make it a reality.

Please sign and date this document below and return a copy so that we may proceed. If you authorize us verbally or electronically to proceed prior to our receiving a signed copy, we will assume that you have agreed to accept the terms stated here, and on that basis, we will proceed with the services.

For your convenience, we also offer the ability to make payments by VISA and MasterCard credit cards.

Please do not hesitate to contact me with any questions you might have.

Kind Regards,

Tilman Hainle

IMBIBEdesign

Accepted, Date August 12, 2011

Client: Armeau Brands Inc.

Authorized Signature /s/ Arto Tavukciyan

Print Name: Arto Tavukciyan

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

Exhibit 10.2

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is dated as of the 11 day of October, 2011.

BETWEEN:

Armeau Brands Inc., a Nevada Corporation, having an address at 1000 East William Street, suite 204, Carson City, NV 89701 USA

(the “ Corporation ”)

AND:

Mr. Gagik Melyan, Viticulture Expert and Consultant, having an address at South Eastern District, Yerevan, Armenia

(the “ Contractor ”)

WHEREAS:

A.	The Corporation is a Nevada Corporation who’s objective is to produce Icewine in Armenia for the purposes of marketing worldwide, and

B.	The Corporation requires scientific and expert guidance and supervision of its vineyard activities in Armenia,

C.	For the grape season of 2011/2012, the Corporation wishes to obtain, and the Contractor wishes to provide to the Corporation certain services on the terms and conditions contained in this Agreement.

NOW THEREFORE IN CONSIDERATION of the mutual promises contained in this Agreement, the parties agree as follows:

1.	SERVICES TO BE PROVIDED

1.1

Effective October 11, 2011 (“ Effective Date ”), the Contractor will provide consulting services to the Corporation, which services are described in Schedule “A” to this Agreement (the “ Services ”), on the terms and conditions contained in this Agreement. If the Corporation requires the Contractor to maintain professional designations or licenses in order to perform the Services, that requirement or requirements, if applicable, are also set out in Schedule “A”.

1.2	The Contractor will report directly to Mr. H. Kaspar and Mr. A. Tavukciyan and will keep the Corporation informed of all matters concerning the Services as requested by the Corporation from time to time.

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1.3	The Services performed by the Contractor will be provided at the location, and in accordance with the schedules and requirements described in Schedule “A”.

1.4	The Contractor will perform the Services to the level of competence and skill one would reasonably expect from other persons who have skills and experience similar to that of the Contractor.

2.	REMUNERATION AND EXPENSES

2.1	Consulting Fees . The Corporation will pay the Contractor USD $500 per month until the harvest and grape pressing is completed in 2012 as a lump sum compensation for all expenses incurred and fees to perform duties set in Schedule A (the “ Service Fee ”).

2.2

Invoices . At the end of each month, the Contractor will invoice or provide an invoice to the Corporation for activities undertaken for performing the Services during that month. Such invoice will show the Service Fee payable for that month, the number of visits made to the vineyard and include a brief description of the nature of the Services performed.

2.3	Taxes . The Contractor will show the amount of Taxes that the Contractor is required to remit as a separate line item on the Contractor’s invoice, if applicable.

2.4

Expenses . The Contractor will be responsible for all costs associated with the performance of the Services, i.e. travelling costs, and the Corporation will reimburse the Contractor on a lump sum monthly basis covering these expenses. Additional out-of-pocket expenses incurred by the Contractor on the Corporation’s behalf that the Corporation has pre-approved in writing will be reimbursed separately. The Contractor agrees to promptly forward to the Corporation all pertinent and available invoices for pre-approved expenses incurred by the Contractor, and the Corporation will reimburse the Contractor for such expenses upon presentation of an invoice or financial report.

2.5

Equipment . Unless specifically agreed otherwise by the Corporation, the Contractor is responsible to provide and maintain his own computers, software and other equipment and supplies required for the provision of the Services. Any software, program or equipment supplied by the Corporation in connection with the performance of the Services is and will remain the property of the Corporation and the Contractor agrees to return the same to the Corporation upon termination of this Agreement. This provision shall survive any termination of this Agreement.

3.	TERM AND TERMINATION

3.1

Subject to Section 3.2, this Agreement will commence on the Effective Date and will terminate upon the end of harvest and grape pressing unless the Agreement is terminated prior to the expiry of the Term in accordance with Section 3.2 hereof or is extended my mutual agreement in writing by the Parties on or prior to the expiry of the Term.

3.2	Notwithstanding Section 3.1, this Agreement may be terminated at any time by:

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(a)

the Contractor, by giving at least thirty (30) days’ advance notice in writing to the Corporation;

(b)

the Corporation, by giving at least seven (7) days’ advance notice in writing to the Contractor; or

(c)

the Corporation without notice in the event the Contractor breaches the terms of this Agreement, including without limitation, if the Contractor fails to perform the Services as set out in this Agreement.

3.3	Upon termination of this Agreement for any reason, the Contractor shall promptly deliver the following in accordance with the directions of the Corporation:

(a)

a final accounting, reflecting the balance of service fees earned and pre-approved expenses incurred on behalf of the Corporation up to the date of termination;

(b)

all documents pertaining to the Corporation or Services provided under this Agreement, including but not limited to all books of account, correspondence and contracts and lists of all contracts established during the Term;

(c)

all Corporation property, including but not limited to Confidential Information in the Contractor’s possession or control pertaining to the Corporation, including without limitation, keys, pass cards, names of prospective customers or clients and information relating to prospective business opportunities of the Corporation; and

(d)

all equipment and any other property belonging to the Corporation.

4.	CONFIDENTIALITY, NON-SOLICITATION, AND OWNERSHIP OF PROPERTY

4.1

Confidential and Proprietary Information . “ Confidential Information ” means information, whether or not originated by the Contractor, that relates to the business or affairs of the Corporation, its affiliates, customers, clients or suppliers and is confidential or proprietary to, about or created by the Corporation, its affiliates, customers, clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature (whether or not reduced to writing or designated or marked as confidential):

(a)

Works (as defined below);

(b)

computer software or technology and ideas of any type or form and in any stage of actual or anticipated development;

(c)

information relating to research or data that has not been publically disclosed, including but not limited to, the production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);

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(d)

information relating to internal Corporation personnel, including personal information about such personnel, financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Corporation’s business;

(e)

marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Corporation that have been or are being discussed; and

(f)

all information that becomes known to the Contractor as a result of the Services that the Corporation, acting reasonably, believes is Confidential Information, or that the Corporation takes reasonable measures to protect the confidentiality of.

4.2

Protection of Confidential Information. The Contractor acknowledges that the Confidential Information is a valuable and unique asset of the Corporation and that the Confidential Information is and will remain the exclusive property of the Corporation. The Contractor agrees to maintain securely and hold in strict confidence all Confidential Information received or acquired by the Contractor or disclosed to the Contractor as a result of or in connection with the Services. The Contractor agrees that, both during and after the termination of this Agreement, the Contractor will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential Information to any person, except as such disclosure or use is required to perform its duties hereunder or as may be consented to by prior written authorization of the Corporation.

4.3

Exceptions to Obligations of Confidentiality . The obligation of confidentiality imposed by this Agreement shall not apply to information that appears in issued patents or printed publications, that otherwise is generally known in the industry through no act of the Contractor in breach of this Agreement, or that is required to be disclosed by court order or applicable law.

4.4

Third Party Confidential Information . The Contractor understands that the Corporation has from time to time in its possession information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which the Corporation has agreed to keep confidential. The Contractor agrees that all such information shall be Confidential Information for the purposes of this Agreement.

4.5

Contractor’s Warranty. The Contractor need only devote such portion of the Contractor’s time as is necessary to perform the Services and subject to the provisions of this Section 4, the Contractor is not precluded from acting in any other capacity for any other person, firm, company or other legal entity, provided that such other services or work does not, in the reasonable opinion of the Corporation, conflict with the Contractor’s ability to perform the Services or the Contractor’s obligations pursuant to this Agreement. The Contractor represents and warrants that the Contractor:

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(a)

is not bound by or subject to any restrictive covenants, including covenants regarding non-competition and non-solicitation in favour of a current or former employer or any other person, firm, company or other legal entity to whom the Contractor has provided services, currently does provides services or will provide services during the Term;

(b)

has not used and will not use, while performing the Services, any materials or documents belonging to third parties which the Contractor is under a duty not to disclose or which a third party considers to be confidential;

(c)

while performing the Services, shall not breach any obligation or confidence or duty the Contractor may have to any third parties, including former clients, other employers or former employers or any other person, firm, company or other legal entity to whom the Contractor has provided services, currently does provides services or will provide services during the Term;

(d)

will not remove, bring or use in providing the Services any personal property or assets of a current or former employer or any other person, firm, company or other legal entity to whom the Contractor has provided services, currently does provides services or will provide services during the Term, including supplies, equipment, files, reference materials, reports, computer software, data processing systems, data, pricing sheets, customer or client lists, specifications and other similar materials;

(e)

will not, to the best of his knowledge and belief, use or cause to be incorporated in any of the Contractor’s work product, any data, software (including open source software), information, designs, techniques or know-how which the Contractor or the Corporation do not have the right to use.

4.6	Intellectual Property .

(a)

In this Agreement:

(i)

the term “ Intellectual Property Rights ” means any and all legal protection recognized by the law (whether by statute, common law or otherwise, in Canada and all other countries world-wide) in respect of the Works (as defined herein) and Confidential Information, including trade secret and confidential information protection, patents, copyright and copyright registration, industrial design registration, trade dress and trade-marks and trade-mark registrations and other registrations or grants of rights analogous thereto; and

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(ii)

the term “ Works ” includes all inventions, methods, processes, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, techniques, products, samples, tools, machines, software and all documentation therefore, flowcharts, specifications and source code listings, whether patentable or not, including any modifications or improvements thereto which: (A) are conceived, developed, created, generated or reduced to practice by the Contractor (whether alone or with others in or outside the Corporation) as a result of the performance of the Contractor’s Services for the Corporation; or, (B) result from tasks assigned to the Contractor by the Corporation; or (C) result from the use of the premises and property (including equipment, supplies or Confidential Information) owned or licensed by the Corporation.

(b)

During the Term, the Contractor will disclose all Works promptly and fully to the Corporation.

(c)

The Corporation will have sole and exclusive right, title and interest world-wide in and to all Works and Intellectual Property Rights, which right, title and interest will continue after termination of this Agreement.

(d)

The Contractor hereby assigns, and in the case of Works created after the date of the Effective Date, agrees to assign to the Corporation, without the need for any further remuneration or consideration, all right, title and interest that the Contractor may have in and to the Works and Intellectual Property Rights that the Contractor may have by virtue of having created, made, conceived or contributed to any such Works, whether alone or with others, in whole or in part, in the course of the performance of the Services for the Corporation before, on or after the Effective Date or while concerned with or involved in the Corporation’s business or with its premises or property. The Contractor hereby waives (and in the case of Works created after the Effective Date, agrees to waive) all moral rights that the Contractor may have with respect to the Works, and the Corporation may in its sole discretion assign the benefit of such waiver of moral rights. The Contractor agrees not to exercise such moral rights against any third parties without the express written consent of the Corporation and agrees that the above-noted waiver may be invoked by any person authorized by the Corporation to use and/or modify the Works.

(e)

The Contractor will execute and deliver to the Corporation whenever requested by the Corporation, any and all further documents and assurances that the Corporation may deem necessary or expedient to effect the purposes and intent of the assignment and waiver set out herein. If the Contractor refuses or fails to execute any further documents and assurances whenever requested by the Corporation, this Agreement shall form a power of attorney granting to the Corporation the right to execute and deliver on the Contractor’s behalf, all such further documents and assurances that the Corporation may deem necessary or expedient to effect the purposes and intent of the assignment and waiver set out herein on the Contractor’s behalf.

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(f)

The Contractor will maintain at all times adequate and current records relating to the Works, which records will be and remain the property of the Corporation.

(g)

All documents, records, work papers, notes, memoranda and similar records of Confidential Information or Works made or compiled by the Contractor at any time or made available to the Contractor during the Contractor’s performance of the Services to the Corporation (whether before, on or after the Effective Date) including all copies thereof, are the property of the Corporation and will be delivered to the Corporation by the Contractor upon the termination of this Agreement or at any other time upon request by the Corporation.

4.7	Non-Solicitation of Employees/Contractors. During the term of this Agreement and for a period of twelve (12) months immediately following the termination of this Agreement, the Contractor covenants and agrees that he will not, directly or indirectly, on his own behalf or on behalf of a third party:

(a)

hire or retain any employee or independent contractor of the Corporation about whom the Contractor became aware in connection with providing the Services or with whom the Contractor had contact in connection with the provision of Services; or

(b)

contact, solicit or endeavour to entice away

(i)

any employee or independent contractor of the Corporation about whom the Contractor became aware in connection with providing the Services or with whom the Contractor had contact in connection with the provision of Services, or

(ii)

any person who was an employee or independent contractor of the Corporation on the termination date of this Agreement or during the period of 6 months immediately preceding termination about whom the Contractor became aware in connection with providing the Services or with whom the Contractor had contact in connection with the provision of Services,

to terminate their employment or independent contractor agreement with the Corporation.

4.8

Equitable Relief . The Contractor acknowledges that the restrictions contained in this Section 4 are, in view of the nature of the business of the Corporation, reasonable and necessary to protect the legitimate interests of the Corporation, that the Corporation would not have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could result in irreparable injury to the Corporation. The Contractor agrees that, in the event of a violation of any of the restrictions referred to in this Section 4, the Corporation shall be entitled to such injunctive relief or other remedies at law or in equity which the Court deems fit.

4.9	The provisions of this Section 4 will survive any termination of this Agreement.

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5.	INDEPENDENT CONTRACTOR RELATIONSHIP

5.1

It is expressly agreed that in performing the Services, the Contractor is acting as an independent contractor, and not an employee of the Corporation, and that the Contractor has no authority or right to bind the Corporation or enter into any contracts, agreements, or other legal commitments or obligations with third parties on behalf of the Corporation. The Contractor is responsible for any taxes levied or owed by any governmental or equivalent authority with jurisdiction over the compensation payable pursuant to this Agreement.

5.2

The Contractor need only devote such portion of the Contractor’s time as is agreed to pursuant to this Agreement. The Contractor is not precluded from acting in any other capacity for any other person, firm or Corporation provided that it does not, in the reasonable opinion of the Corporation, conflict with the Contractor’s ability to perform the Services or the Contractor’s obligations pursuant to this Agreement.

5.3	The Corporation will not pay any contribution to any Pension Plan, employment insurance, or federal and provincial withholding taxes, nor provide any other contributions or benefits, which might be expected in an employer-employee relationship on behalf of the Contractor.

5.4

The Contractor represents and warrants that the Contractor has the right to provide the Services required under this Agreement without violation of obligations to others and that all advice, information, documents and Services given or provided by the Contractor to the Corporation under this Agreement may be used fully and freely by the Corporation, unless otherwise so designated in writing by the Contractor at the time of communication of such information.

GENERAL

6.1

This Agreement cancels and supersedes any existing Agreement or other arrangement between the Corporation and the Contractor, and contains the entire Agreement and obligation between the parties with respect to its subject matter. No amendment to this Agreement will be valid or effective unless in writing and signed by both parties.

6.2

Each party hereto will promptly and duly execute and deliver to the other party such further documents and assurances and take such further action as such other party may from time to time reasonably request in order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created hereby.

6.3

No consent, approval or waiver, express or implied, by either party hereto, to or of any breach of default by the other party in the performance by the other party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations of such other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a general waiver by such party of its rights under this Agreement, and the granting of any consent or approval in any one instance by or on behalf of the Corporation shall not be construed to be a waiver or limit the need for such consent in any other or subsequent instance.

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6.4

Any notice given or required to be given under this Agreement will be in writing and signed by or on behalf of the party giving it. Such notice may be served personally and in either case may be sent by priority post to the addresses of the parties noted on page one of this Agreement. Any notice served personally will be deemed served immediately, and if mailed by priority post will be deemed served 72 hours after the time of posting.

6.5	Any party may, from time to time, change its address for service hereunder by written notice to the other party in the manner aforesaid.

6.6	The Schedules attached hereto are hereby incorporated into this Agreement and form a part hereof. All terms defined in the body of this Agreement will have the same meaning in the Schedules attached hereto.

6.7	The headings of the Sections and Articles of this Agreement are inserted for convenience of reference only and will not in any manner affect the construction or meaning of anything herein contained or govern the rights or liabilities of the parties hereto.

6.8	Unless otherwise provided, all dollar amounts referred to in this Agreement are in US dollars.

6.9	If any part of this Agreement is determined by a court or tribunal of competent jurisdiction to be void or unenforceable for any reason whatsoever, then such part will be severed from this Agreement and will not affect the validity of the remainder of this Agreement.

6.10	The Contractor may not sell, assign or transfer any rights or interests created under this Agreement or delegate any of the Contractor’s duties without the prior written consent of the Corporation.

6.11	This Agreement will be governed by and interpreted and construed in accordance with the laws of the State of Nevada.

6.12	This Agreement will be to the benefit of and be binding on, as applicable, the respective heirs, executors, administrators, successors and permitted assigns of each of the parties.

6.13

This Agreement may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (“.pdf”), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.

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6.14	The Contractor acknowledges that this Agreement was prepared by counsel for the Corporation, who received instructions from the Corporation and do not represent the Contractor. As such, the Contractor acknowledges that:

(a)

the Contractor has been requested to obtain his own independent legal advice on this Agreement prior to signing this Agreement;

(b)

the Contractor has been given adequate time to obtain independent legal advice;

(c)

by signing this Agreement, the Contractor confirms that he fully understands this Agreement; and

(d)

if the Contractor signs this Agreement without first obtaining independent legal advice, by signing this Agreement without first obtaining such advice, the Contractor waives his right to obtain independent legal advice.

INTENDING TO BE LEGALLY BOUND, the parties have signed this Agreement as of the day and year first written above.

Armeau Brands Inc.


/s/ Arto Tavukciyan		/s/ Gagik Melyan
Authorized Signatory/Corporation		Contractor
Arto Tavukciyan		Gagik Melyan
		South Eastern District
		Yerevan, Armenia

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SCHEDULE “A”

SERVICES

As of the date of this Agreement, the Contractor shall provide the Corporation with the following Services in accordance with instructions from the Corporation from time to time:

Manage all aspects of vineyard maintenance and harvest until the grape pressing phase;

Take weekly trips to the vineyard plot leased by Armeau Brands (via 365 Wines);

Analyse grape samples and provide reports for each analysis;

Evaluate according to a proven methodology the quantity of harvest yield for 2012;

Ensure all necessary treatments required to maintain the vineyard throughout the winter;

Study weather analyses in the area and record weather data on daily basis;

Assist in managing ground staff;

Provide overall bi-monthly reports, study icewine harvest manual, give feedbacks;

Manage and oversee the harvest according to specifications provided by Armeau Brands.

Exhibit 10.3

WINE SERVICES AGREEMENT	ԳԻՆՈՒ ՊԱՏՐԱՍՏՄԱՆ ՀԵՏ ԿԱՊՎԱԾ ԾԱՌԱՅՈՒԹՅՈՒՆՆԵՐԻ ՄԱՏՈՒՑՄԱՆ ՊԱՅՄԱՆԱԳԻՐ
AN AGREEMENT made this 11 ^th day of October, 2011 (the “Effective Date”)	ՊԱՅՄԱՆԱԳԻՐ ստորագրված 2011թ. հոկտեմբերի 11-ին («Ուժի Մեջ Մտնելու Ժամկետ»)
BETWEEN Armeau Brands Inc., headquartered at 1000 East William Street, suite 204, Carson City, NV 89701 USA (hereinafter Armeau)	Արմեո Բրենդս Ինք.-ի (կենտրոնական գրասենյակի հասցե՝ ԱՄՆ, Նևադա նահանգ, քաղաք Քարսոն, ԻՍԹ շենք 1000, սենյակ 204, փոստային ինդեքս 89701) (այսուհետ՝ «Արմեո») ԵՎ
AND EDVAG Group of 40a Acharyan St., Yerevan 0075, Armenia (hereinafter EDVAG).	ԷԴՎԱԳ Գրուպի (հասցե՝ 40ա Աճառյանի փողոց, Երևան 0075, Հայաստան) (այսուհետ՝ «ԷԴՎԱԳ») միջև:
Whereas:	Հաշվի առնելով որ՝
a) Armeau Brands Inc., a Nevada Company wants to produce a Canadian-style Icewine in Armenia ;	a) Արմեո Բրենդս ինք. Նևադայում գրանցված Ընկերությունը ցանկանում է Հայաստանում արտադրել կանադական ոճի սառցեգինի.
b) Armeau requires a service provider in Armenia who can manage and realize the entire winemaking process under the guidance and direction of Armeau and its technical contractor(s) ;	b) Արմեոյին Հայաստանում անհրաժեշտ է ծառայություններ մատուցող, որը կարող է Արմեոյի և նրա տեխնիկական կապալառու(ներ)ի վերահսկողության և ուղղորդման ներքո կազմակերպել և իրագործել ողջ գինու պատրաստման գործընթացը.
c) EDVAG is a wholly managed winemaking company duly registered in Armenia and operating in the CIS and international markets ;	c) ԷԴՎԱԳԸ-ը Հայաստանում պատշաճ գրանցված և ԱՊՀ ու միջազգային շուկաներում գործող ամբողջությամբ կառավարվող գինեգործական ընկերություն է .
Armeau hereby engages EDVAG to perform the services described herein on the following terms and conditions:	Արմեոն սույնով ներգրավում է ԷԴՎԱԳ-ին կատարելու համար ստորև շարադրված ծառայությունները հետևյալ պայմաններով.

1. TERM	1. ԳՈՐԾՈՂՈՒԹՅԱՆ ԺԱՄԿԵՏԸ
1.1 Subject to the early termination of this Agreement, this Agreement will continue in force for a minimum period of 10 year (“the minimum term”).	1.1 Բացառությամբ սույն Պայմանագիրը վաղաժամկետ դադարեցնելու դեպքերի, սույն Պայմանագիրը կշարունակի գործել առնվազն 10 տարի ժամկետով («գործողության նվազագույն ժամկետ»)։
1.2 After expiry of the minimum term, either party may terminate this Agreement by service of written notice on the other party no less than 3 months prior to the date of termination.	1.2 Գործողության նվազագույն ժամկետի ավարտից հետո յուրաքանչյուր կողմ կարող է դադարեցնել սույն Պայմանագիրը դադարեցման ժամկետից առնվազն 3 ամիս առաջ մյուս կողմին գրավոր ծանուցում ներկայացնելու միջոցով։
2. GENERAL TERMS	2. ԸՆԴՀԱՆՈՒՐ ԴՐՈՒՅԹՆԵՐ
2.1 EDVAG will, subject to the terms and conditions of this Agreement, undertake all processes necessary to produce icewine (“the icewine”) in accordance with the normal standards of the practice of winemaking (such service being hereinafter referred to as “the winemaking”) from the technical knowledge provided to it by Armeau.	2.1 ԷԴՎԱԳ-ը սույն Պայմանագրի պայմաններին համապատասխան կձեռնարկի բոլոր անհրաժեշտ գործողությունները գինեգործության սովորական չափանիշներին համապատասխան (նման ծառայություններն այսուհետ կկոչվեն «գինու պատրաստում») Արմեոի տրամադրած տեխնիկական գիտելիքի հիման վրա սառցեգինի պատրաստելու համար։
2.2 EDVAG will carry out winemaking in a conscientious and professional fashion.	2.2 ԷԴՎԱԳԸ-ը կիրականացնի գինու պատրաստումը բարեխիղճ և պրոֆեսիոնալ ձևով։
2.3 EDVAG recognizes the need for Armeau to have independent winemaking and viticultural advice and will cooperate with such consultants as Armeau wishes to employ. EDVAG believes that it is in the best interests of Armeau to employ at least one independent icewine consultant and a local viticultural expert.	2.3 ԷԴՎԱԳԸ-ն ընդունում է Արմեոյի կողմից անկախ գինեգործական և խաղողաբուծության խորհրդատվություն տրամադրելու անհրաժեշտությունը և կհամագործակցի այն խորհրդատուների հետ, որոնց Արմեոն ցանկանում է ներգրավվել։ ԷԴՎԱԳ-ը գտնում է, որ Արմեոյի շահերը պահանջում են ներգրավվել առնվազն մեկ անկախ սառցեգինու խորհրդատու և տեղական գինեգործ մասնագետի։

3. WINEMAKING OPERATIONS AND REPORTING	3. ԳԻՆՈՒ ՊԱՏՐԱՍՏՄԱՆ ԳՈՐԾՈՂՈՒԹՅՈՒՆՆԵՐ ԵՎ ՀԱՇՎԵՏՎՈՒԹՅՈՒՆ
3.1 EDVAG will undertake to organize the following sub-tasks based on guidance and discussions with Armeau representatives:	3.1 ԷԴՎԱԳԸ պարտավորվում է կազմակերպել հետևյալ ենթահանձնարարականները՝ հիմնվելով Արմեոյի ներկայացուցիչների ուղղորդման և նրանց հետ ունեցած քննարկումների վրա.
1) grape vineyard and maintenance	1) խաղողի այգի և պահպանում
2) harvesting	2) բերքի հավաքում
3) pressing	3) ճզմում
4) winemaking	4) գինու պատրաստում
5) wine development	5) գինու զարգացում
6) wine maintenance	6) գինու պահպանում
7) bottling	7) շշալցում
8) management of all relevant technical requirements for this process	8) սույն գործընթացին վերաբերելի բոլոր տեխնիկական պահանջների տնօրինում
9) financial management issues	9) ֆինանսական կազմակերպման հետ կապված հարցեր
10) contractor management issues	10) կապալառուների կազմակերպման հետ կապված հարցեր
11) to apply on behalf of Armeau, trademark and other certifications in Armenia	11) Արմեոյի անունից կիրառել ապրանքային նշան և այլ վկայականներ։
3.2 At the request of Armeau provide advice and consultation and procedures to be employed.	3.2 Արմեոյի խնդրանքով տրամադրել խորհրդատվություն և տեղեկատվություն կիրառվելիք գործողությունների մասին։
3.3 Provide weekly reports on winemaking progress, analysis, tasting notes and appraisals.	3.3 Տրամադրել շաբաթական հաշվետվություն գինու պատրաստման առաջընթացի, վերլուծության, համի փորձարկման նշումների և գնահատման վերաբերյալ։
3.4 At appropriate stages throughout the winemaking process, seek instructions from Armeau and in doing so, recommend appropriate future action.	3.4 Գինու պատրաստման ողջ գործընթացի համապատասխան փուլերում Արմեոյից խնդրել կարգադրություններ առաջարկել համապատասխան ապագա գործողություններ։

3.5 Subject to prior arrangements having been made by Armeau, meet with Armeau’s technical contractors for the purpose of reporting as to production, at such times during business hours as may be reasonably required by Armeau.	3.5 Արմեոյի կողմից նախապատրաստական աշխատանքներ տանելու պայմանով՝ աշխատանքային ժամերի ընթացքում Արմեոյի կողմից ողջամտորեն պահանջած ժամանակ հանդիպել Արմեոի կապալառուների հետ արտադրության վերաբերյալ հաշվետվություն տալու նպատակով։
3.6 Properly manage and maintain items supplied by Armeau.	3.6 Պատշաճ տնօրինել և պահպանել Արմեոյի կողմից տրամադրված պարագաները։
4. VINEYARD AND MAINTENANCE	4. ԽԱՂՈՂԻ ԱՅԳԻ ԵՎ ԴՐԱ ՊԱՀՊԱՆՈՒՄԸ
4.1 Armeau, in consultation with EDVAG, will identify a suitable Armenian grape and locate a private vineyard in Armenia and negotiate a price for the grapes with the farmer who will be paid by EDVAG on behalf of Armeau.	4.1 Արմեոն, խորհրդակցելով ԷԴՎԱԳ-ի հետ կորոշի համապատասխան հայաստանյան խաղող և կընտրի Հայաստանում մասնավոր խաղողի այգի և կբանակցի խաղողի գինը խաղողագործի հետ , որին Արմեոյի անունից կվճարի ԷԴՎԱԳԸ։
4.2 EDVAG will hire guards to protect and maintain the vineyard 24 hours a day in the winter months until the harvest.	4.2 ԷԴՎԱԳ-ը կվարձի պահակների՝ օրը 24 ժամ ձմեռվա ամիսների ընթացքում գինու այգու պաշտպանության և պահպանման համար։
4.3 EDVAG will provide regular updates on the status of the grapes to Armeau’s and its technical consultants.	4.3 ԷԴՎԱԳ-ը Արմեոյին և նրա տեխնիկական խորհրդատուներին պարբերաբար տեղեկատվություն կտրամադրի խաղողի վիճակի մասին։
4.3 EDVAG will treat the grapes against the possibility of disease as instructed by Armeau’s viticulture expert.	4.3 ԷԴՎԱԳ-ը կպաշտպանի խաղողը հիվանդության ռիսկից, այնպես ինչպես դա խորհուրդ կտա Արմեոյի խաղողագործության մասնագետը։

5 HARVEST AND PRESSING	5 ԲԵՐՔԻ ՀԱՎԱՔՈՒՄ ԵՎ ՃԶՄՈՒՄ
5.1 In order for EDVAG to adequately prepare for the harvest Armeau must, no less than 5 days prior to the anticipated harvest date of the grapes, provide a notice to EDVAG of:	5.1 Որպեսզի ԷԴՎԱԳ-ը պատշաճ պատրաստվի բերքահավաքին Արմեոն պետք է ոչ ուշ, քան խաղողի ակնկալվող բերքահավաքից 5 օր առաջ ծանուցի ԷԴՎԱԳ-ին.
5.1.1 The anticipated harvest date;	5.1.1 Ակնկալվող բերքահավաքի օրվա մասին,
5.1.2 The anticipated yield;	5.1.2 Ակնկալվող բերքի մասին,
5.1.3 The ripeness and health of the grapes;	5.1.3 Խաղողի հասունացման աստիճանի և առողջության մասին,
5.2 Crushing of grapes will not occur until Armeau (or their representative) has had a reasonable opportunity to inspect the grapes at the time they are delivered to EDVAG. If Armeau fails to inspect the grapes at the time of delivery, then EDVAG will be free to crush the grapes as the pressing temperature is critical for a successful icewine;	5.2 Խաղողի ճզմումը տեղի չի ունենա, քանի դեռ Արմեոն ( կամ վերջինիս ներկայացուցիչը ) պատշաճ հնարավորություն ստացած լինի խաղողի ուսումնասիրության համար, այն պահին, երբ այն հասցվում է ԷԴՎԱԳ-ին։ Եթե Արմեոն չի ուսումնասիրում խաղողը մատակարարման պահին, ապա ԷԴՎԱԳ-ը կարող է ազատորեն ճզմել խաղողը, երբ ջերմաստիճանը վճռական է հաջողությամբ սառցեգինի պատրաստելու համար։
5.3 EDVAG will weigh each delivery of grapes. Copy of the weighbridge information will be sent to the Armeau within 48 hours after delivery.	5.3 ԷԴՎԱԳ-ը կկշռի խաղողի յուրաքանչյուր մատակարարում։ Կշռման վերաբերյալ տեղեկատվության կրկնօրինակը կուղարկվի Արմեոյին մատակարարումից 48 ժամվա ընթացքում։
6. WINEMAKING, ANALYSIS AND ADDITIVES	6. ԳԻՆՈՒ ՊԱՏՐԱՍՏՈՒՄ, ՎԵՐԼՈՒԾՈՒԹՅՈՒՆ ԵՎ ՀԱՎԵԼՈՒՄՆԵՐ
6.1 EDVAG will undertake daily laboratory analysis of each ferment batch in order to assess the pH, S02 (free and total), Baume and total acidity.	6.1 ԷԴՎԱԳ-ը կստանձնի յուրաքանչյուր խմորման բաժնի ամենօրյա լաբորատոր վերլուծություններ pH -ը , S02 ( անջատ և համընդհանուր ) , խտության աստիճանն ըստ Բաումի սանդղակի և ընդհանուր թթվայնությունը գնահատելու համար։

6.2 EDVAG will provide and use such additives as are necessary including yeast strains agreed with Armeau, S02 and bentonite (if required).	6.2 ԷԴՎԱԳ-ը կտրամադրի և կկիրառի այնպիսի հավելումներ, որոնք կլինեն անհրաժեշտ, ներառյալ Արմեոյի հետ համաձայնեցրած խմորիչներ , S02 և բենտոնիտ ( եթե լինի դրա անհրաժեշտությունը ).
6.3 EDVAG will include such further additives as Armeau may require. In each case such additives to be at the Armeau’s expense.	6.3 ԷԴՎԱԳ-ը կներառի այնպիսի լրացուցիչ հավելումներ, ինչպիսիք կպահանջի Արմեոն։ Յուրաքանչյուր դեպքում նման հավելումները կկատարվեն Արմեոյի հաշվին։
6.4 During fermentation and stabilization, EDVAG will take a number of readings. Armeau will advise when to stop taking these readings, or when to change the frequency of the sampling. Such readings shall include:	6.4 Խմորման և կայունացման ընթացքում ԷԴՎԱԳ-ը կանցկացնի մի շարք չափումներ։ Արմեոն կմատնանշի, երբ դադարեցնել այդ չափումները կամ երբ փոխել նշումառման հաճախականությունը։ Այդ չափումները կներառեն՝
• daily temperature readings	• ամենօրյա ջերմաստիճանի չափումներ
• daily hydrometer readings (SG, or specific gravity)	• ամենօրյա հիդրոմետրային չափումներ ( ՏԽ կամ տեսակարար խտությունը )
• weekly tests of Total Acidity (TA) and pH	• Ընդհանուր Ակտիվության (ԸԱ) և pH-ի ամեն շաբաթյա ստուգումներ
other tests as requested by Armeau’s project directors .	այլ ստուգումներ, ինչպիսիք կպահանջվեն Արմեոյի ծրագրի ղեկավարների կողմից։
6.5 If any problem issues arise, EDVAG will ask for Armeau’s advice before taking action. EDVAG will regularly communicate with ARMEAU especially during the fermentation phase.	6.5 Եթե առաջանում է որևէ խնդիր, ԷԴՎԱԳ-ը կհայցի Արմեոյի խորհուրդը նախքան գործելը։ ԷԴՎԱԳ-ը պարբերաբար կապ կպահպանի Արմեոյի հետ, հատկապես խմորման փուլում։
6.6 EDVAG will keep a written or electronic log of all the data and observations, as well as the associated tests and analyses. Every week, they will send this log by e-mail to Armeau.	6.6 ԷԴՎԱԳ-ը կպահպանի բոլոր տվյալների և դիտարկումների, ինչպես նաև բոլոր առնչվող ստուգումների և վերլուծությունների գրավոր կամ էլեկտրոնային մատյան։ Նրանք յուրաքանչյուր շաբաթ այդ մատյանի տվյալները կուղարկվեն Արմեոյին։

7 INSURANCE AND RISK	7 ԱՊԱՀՈՎԱԳՐՈՒՄ ԵՎ ՌԻՍԿԵՐ
7.1 EDVAG will maintain adequate Product and Public liability insurance and accidental damage insurance to cover any losses.	7.1 ԷԴՎԱԳ-ը կապահովի պատշաճ ապահովագրություն արտադրությամբ սպառողին պատճառված վնասից և արտադրության ընթացքում արտադրամասում անձանց պատճառված վնասից և ապահովագրություն պատահական վնասներից, որպեսզի ծածկի բոլոր վնասները։
7.2 Consequential damage is entirely at the risk of Armeau and to the extent that Armeau suffers consequential damage as a result of a breach of this Agreement by EDVAG, Armeau indemnifies EDVAG against all claims seeking to recover damages for the consequential loss suffered by Armeau.	7.2 Արմեոն ամբողջությամբ կրում է ոչ անմիջական վնասների ռիսկը, և այնքանով, որքանով Արմեոն կրում է ոչ անմիջական վնասներ ԷԴՎԱԳ-ի կողմից սույն Պայմանագրի խախտման հետևանքով, Արմեոն պարտազերծում է ԷԴՎԱԳ-ին Արմեոյի կրած ոչ անմիջական վնասների հատուցման վերաբերյալ բոլոր պահանջներից։
7.3 Any responsibility that EDVAG may have for the icewine and bottles ceases as soon as the icewine leaves the winery premises, namely upon the end of the phase when the bottled icewine is loaded onto a vehicle.	7.3 Ցանկացած պատասխանատվություն, որ ԷԴՎԱԳ-ը կարող է ունենալ սառցեգինու և շշերի համար դադարում է այն պահից, երբ սառցեգինին լքում է գինեգործական շինությունները, այն է, երբ շշալցված սառցեգինին բեռնվում է մեքենայի վրա։
8. ULLAGE AND BATCH INTEGRITY OF ICEWINE	8. ՍԱՌՑԵԳԻՆՈՒ ԼՑՎԱԾՈՒԹՅՈՒՆԸ ԵՎ ԽՄԲԱՔԱՆԱԿԻ ԱՄԲՈՂՋԱԿԱՆՈՒԹՅՈՒՆԸ
8.1 EDVAG acknowledges that, in the interests of icewine quality, it is necessary to maintain full vessels (thereby reducing the deleterious effects of oxygen on the icewine).	8.1 ԷԴՎԱԳ-ն ընդունում է, որ սառցեգինու որակից ելնելով, անհրաժեշտ է պահպանել անոթների լցվածությունը ( այդպիսով նվազեցնելով սառցեգինու վրա թթվածնի վնասակար ազդեցությունը ) ։
9. CONFIDENTIALITY, NON-SOLICITATION, AND OWNERSHIP OF PROPERTY	9. ԿՈՆՖԻԴԵՆՑԻԱԼՈՒԹՅՈՒՆ, ԱՇԽԱՏԱԿԻՑՆԵՐԻՆ ՉՆԵՐԳՐԱՎՎԵԼԸ ԵՎ ՍԵՓԱԿԱՆՈՒԹՅԱՆ ԻՐԱՎՈՒՆՔ

Confidential and Proprietary Information. “Confidential Information” means information that relates to the business or affairs of Armeau, its affiliates, customers, clients or suppliers and is confidential or proprietary to, about or created by Armeau, its affiliates, customers, clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature (whether or not reduced to writing or designated or marked as confidential):	Կոնֆիդենցիալ և Ձեռնարկատիրական Տեղեկատվություն։ «Կոնֆիդենցիալ Տեղեկատվությունն» այն տեղեկատվությունն է, որը վերաբերվում է Արմեոյի ձեռնարկատիրությանը կամ գործերին, նրա հետ փոխկապակցված անձանց, հաճախորդներին, պատվիրատուներին կամ մատակարարներին։ Կոնֆիդենցիալ տեղեկատվությունը ներառում է, սակայն սահմանափակված չէ, հետևյալ տեսակի կոնֆիդենցիալ տեղեկատվությամբ և այլ նման բնույթի ձեռնարկատիրական տեղեկատվությամբ (լինի այն գրավոր ձևի, թե ոչ, որոշված լինի կամ նշված լինի որպես կոնֆիդենցիալ, թե ոչ)՝
a) information relating to research or data that has not been publically disclosed, including but not limited to, the production data, technical data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);	a) տեղեկատվություն, որը վերաբերվում է հետազոտություններին կամ այնպիսի տվյալներ, որոնք չեն ենթարկվել հանրային հրապարակման , ներառյալ սակայն չսահմանափակվելով արտադրության վերաբերյալ տվյալներով , տեխնիկական տվյալներով, փորձարկումների հետ կապված տվյալներով և արդյունքներով, ապրանքների և ծառայությունների հետազոտման և զարգացման կարգավիճակով և տվյալներով և տեղեկատվությամբ կապված ձեռնարկատիրական իրավունքների ձեռքբերման, պաշտպանության, իրականացման հետ ( ներառյալ արտոնագրերը, հեղինակային իրավունքները և ձեռնարկատիրական գաղտնիքը ) ,
b) information relating to the Armeau’s internal personnel, including personal information about such personnel, financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting Armeau’s business;	b) տեղեկատվություն, որը վերաբերվում է Արմեոյի ներքին անձնակազմին , ներառյալ նման անձնակազմի մասին անհատական տեղեկատվությունը , ֆինանսական տեղեկատվությունը, վաճառողների անունները և վաճառողների մասին այլ տեղեկատվությունը , ձեռքբերման և ներքին արժեքի վերաբերյալ տեղեկատվությունը , ներքին ծառայությունները և օպերացիոն ձեռնարկները և Արմեոյի ձեռնարկատիրություն վարելու ձևն ու մեթոդները,

c) marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of Armeau that have been or are being discussed; and	c) մարկետինգի և զարգացման ծրագրերը , գների և արժեքների մասին տվյալները, գների և դրույքների չափսերը, գնագոյացման քաղաքականությունը , գների սահմանման գործընթացը, մարկետինգի տեխնիկաները և բիզնեսի ձեռքբերման մեթոդները , ձեռնարկատիրական կանխատեսումները և կանխատեսական ենթադրությունները և ծավալները , ներկայիս և հավանական հաճախորդների ցանկը և Արմեոյի ապագա ծրագրերը և հավանական մարտավարությունները, որոնք քննարկվել են կամ քննարկվում են, և
d) all information that becomes known to EDVAG as a result of the services that Armeau, acting reasonably, believes is Confidential Information, or that Armeau takes reasonable measures to protect the confidentiality of.	d) Ծառայությունների ընթացքում ԷԴՎԱԳ-ին հայտնի դարձող ողջ տեղեկատվությունը, որը Արմեոն, գործելով ողջամտորեն, համարում է Կոնֆիդենցիալ Տեղեկատվություն կամ որի կոնֆիդենցիալությունը պաշտպանելու համար Արմեոն ձեռնարկում է ողջամիտ միջոցներ։
9.2 Protection of Confidential Information. EDVAG acknowledges that the icewine-making process is a valuable and unique asset of Armeau and that the Confidential Information is and will remain the exclusive property of Armeau. EDVAG agrees to maintain securely and hold in strict confidence all Confidential Information received or acquired by EDVAG or disclosed to EDVAG as a result of or in connection with the services. EDVAG agrees that, both during and after the termination of this Agreement, EDVAG will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential Information to any person, except as such disclosure or use is required to perform its duties hereunder or as may be consented to by prior written authorization of Armeau.	9.2 Կոնֆիդենցիալ Տեղեկատվության Պաշտպանումը։ ԷԴՎԱԳ-ն ընդունում է, որ սառցեգինու պատրաստման գործընթացը Արմեոյի արժեքավոր և ուրույն սեփականությունն է և որ Կոնֆիդենցիալ Տեղեկատվությունը հանդիսանում է և կմնա Արմեոյի բացառիկ սեփականությունը։ ԷԴՎԱԳ-ը համաձայնվում է պահպանել և խիստ գաղտնի պահել ողջ Կոնֆիդենցիալ Տեղեկատվությունը, որն ԷԴՎԱԳ-ը ստացել կամ ձեռք է բերել կամ որը բացահայտվել է ԷԴՎԱԳ-ին ծառայությունների արդյունքում կամ առնչությամբ։ ԷԴՎԱԳ-ը համաձայնվում է, որ սույն Պայմանագրի գործողության ընթացքում և դրա դադարեցումից հետո, ԷԴՎԱԳ-ն անմիջականորեն կամ անուղղակիորեն չի հրապարակի, փոխանցի, օգտագործի, կրկնօրինակի կամ բացահայտի կամ թույլ տա ուրիշներին օգտագործել, կրկնօրինակել կամ բացահայտել ցանկացած Կոնֆիդենցիալ Տեղեկատվություն ցանկացած անձի, բացառությամբ այն դեպքերի, երբ նման բացահայտումը կամ օգտագործումն անհրաժեշտ է սույն Պայմանագրով սահմանված պարտականությունների կատարման համար կամ երբ այդ կապակցությամբ նախօրոք տրված է Արմեոյի գրավոր համաձայնությունը։

9.3 Exceptions to Obligations of Confidentiality. The obligation of confidentiality imposed by this Agreement shall not apply to information that appears in issued patents or printed publications, that otherwise is generally known in the industry through no act of EDVAG in breach of this Agreement, or that is required to be disclosed by court order or applicable law.	9.3 Բացառություններ Կոնֆիդենցիալության Պարտականությունից։ Սույն Պայմանագրով սահմանված կոնֆիդենցիալության պարտականությունը չի կիրառվում այն տեղեկատվության կապակցությամբ, որը երևում է հրապարակված արտոնագրերում կամ տպված հրապարակություններում , այն տեղեկատվության կապակցությամբ, որը հայտնի է շուկայում, այլ ճանապարհով քան ԷԴՎԱԳ-ի կողմից սույն Պայմանագրի խախտումը , կամ տեղեկատվության կապակցությամբ, որի բացահայտումը պահանջվում է դատական որոշմամբ կամ կիրառելի իրավունքի հիման վրա։
9.4 Third Party Confidential Information. EDVAG understands that Armeau has from time to time in its possession information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which Armeau has agreed to keep confidential. EDVAG agrees that all such information shall be Confidential Information for the purposes of this Agreement.	9.4 Երրորդ Կողմի Կոնֆիդենցիալ Տեղեկատվություն։ ԷԴՎԱԳ-ը գիտակցում է, որ Արմեոն երբեմն իր տիրապետության տակ է ունենում երրորդ կողմերին պատկանող տեղեկատվություն կամ որը երրորդ կողմերի պնդմամբ հանդիսանում է կոնֆիդենցիալ կամ ձեռնարկատիրական տեղեկատվություն և որը Արմեոն համաձայնվել է պահել կոնֆիդենցիալ։ ԷԴՎԱԳ-ը համաձայնվում է, որ ցանկացած նման տեղեկատվություն պետք է համարվի Կոնֆիդենցիալ Տեղեկատվություն սույն Պայմանագրի իմաստով։
9.5 EDVAG’s Warranty. EDVAG need only devote such portion of EDVAG’s time as is necessary to perform the services and subject to the provisions of this Section, EDVAG is not precluded from acting in any other capacity for any other person, firm, company or other legal entity, provided that such other services or work does not, in the reasonable opinion of Armeau, conflict with EDVAG’s ability to perform the services or EDVAG’s obligations pursuant to this Agreement.	9.5 ԷԴՎԱԳ-ի Երաշխիքը։ ԷԴՎԱԳ-ը պետք է տրամադրի միայն ԷԴՎԱԳ-ի ժամանակի այն մասը, որն անհրաժեշտ է ծառայությունների մատուցման համար և բացառությամբ սույն Բաժնի դրույթներով սահմանված դեպքերի ԷԴՎԱԳ-ին չի արգելվում հանդես գալ որևէ այլ կարգավիճակում որևէ այլ անձի, ֆիրմայի, ընկերության կամ իրավաբանական անձի համար՝ պայմանով, որ նման ծառայությունները կամ աշխատանքը Արմեոյի ողջամիտ կարծիքով չեն հակասում ԷԴՎԱԳ-ի՝ սույն Պայմանագրով սահմանված ծառայությունները մատուցելու ունակության և պարտականությունների հետ։
9.6 Intellectual Property.	9.6 Մտավոր Սեփականություն
a) In this Agreement:	a) Սույն Պայմանագրում

I. the term “Intellectual Property Rights” means any and all legal protection recognized by the law (whether by statute, common law or otherwise, in Canada and all other countries world-wide) in respect of the Works (as defined herein) and Confidential Information, including trade secret and confidential information protection, patents, copyright and copyright registration, industrial design registration, trade dress and trade-marks and trade-mark registrations and other registrations or grants of rights analogous thereto; and

I. «Մտավոր Սեփականության Իրավունք» եզրույթը ներառում է օրենսդրությամբ ( լինի դա օրենք, «ընդհանուր իրավունք» կամ այլ աղբյուր Կանադայում և աշխարհի բոլոր այլ երկրներում ) ճանաչված ցանկացած և բոլոր իրավական պաշտպանությունները, որոնք վերաբերվում են Աշխատանքներին (սույն Պայմանագրով սահմանված կարգով) և Կոնֆիդենցիալ Տեղեկատվությանը, ներառյալ՝ առևտրային գաղտնիքը և կոնֆիդենցիալ տեղեկատվության պաշտպանությունը, արտոնագրերը, հեղինակային իրավունքները և հեղինակային իրավունքների գրանցումը, արդյունաբերական դիզայնի գրանցումը, ապրանքային նշաններ և ապրանքային նշանների գրանցումը և նմանատիպ այլ գրանցումները կամ իրավունքների շնորհումը, և

II. the term “Works” includes all inventions, methods, processes, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, techniques, products, samples, tools, machines, software and all documentation therefore, flowcharts, specifications and source code listings, whether patentable or not, including any modifications or improvements thereto which: (A) are conceived, developed, created, generated or reduced to practice by EDVAG (whether alone or with others) as a result of the performance EDVAG’s Services for Armeau; or, (B) result from tasks assigned to EDVAG by Armeau; or (C) result from the use of the premises and property (including equipment, supplies or Confidential Information) owned or licensed by Armeau.

II. «Աշխատանքներ» եզրույթը ներառում է բոլոր գյուտերը, մեթոդները, ընթացակարգերը, հայտնագործությունները, դիզայնները, գաղափարները, աշխատանքները, ստեղծագործությունները, զարգացումները, ալգորիթմերը, գծագրերը, տեղեկատվության, վերլուծության, էքսպերիմենտների, տվյալների, հաշվետվությունների, նորարարությունների, հնարքների, ապրանքների, նմուշների, գործիքների, մեքենաների, ծրագրերի ժողովածուները և դրանց վերաբերյալ փաստաթղթերը, բլոկ-սխեմաները, սպեցիֆիկացիաները, առաջնային կոդերի ցուցակները՝ անկախ նրանից ենթակա են դրանք արտոնագրման, թե ոչ, ներառյալ դրանց բոլոր փոփոխությունները կամ բարելավումները, որոնք (A) մտածվել , զարգացվել, ստեղծվել, գեներացվել կամ պրակտիկ կիրառում են ստացել ԷԴՎԱԳ-ի կողմից ( արված լինի դա ինքնուրույն կամ ուրիշների հետ միասին ) Արմեոյի նկատմամբ ծառայությունների մատուցման ընթացքում կամ (B) արդյունքն են Արմեոյի կողմից ԷԴՎԱԳ-ին հանձնարարված խնդիրների կամ (C) արդյունքն են Արմեոյին պատկանող գույքի կամ մտավոր սեփականության օգտագործման ( ներառյալ սարքավորումները , նրա կողմից տրամադրված պարագաները կամ Կոնֆիդենցիալ Տեղեկատվությունը ) ։

b) During the term of this Agreement, EDVAG will disclose all Works promptly and fully to Armeau.	b) Սույն Պայմանագրի գործողության ընթացքում ԷԴՎԱԳ-ը շուտափույթ կերպով և ամբողջ ծավալով կբացահայտի բոլոր Աշխատանքները Արմեոյի համար։
c) Armeau will have sole and exclusive right, title and interest world-wide in and to all Works and Intellectual Property Rights, which right, title and interest will continue after termination of this Agreement.	c) Արմեոն բոլոր Աշխատանքների և Մտավոր Սեփականության Իրավունքների նկատմամբ կունենա բացառիկ իրավունք, տիտղոս և շահ ողջ աշխարհով և այդ իրավունքը, տիտղոսը և շահը կպահպանվեն սույն Պայմանագրի գործողությունը դադարելուց հետո։
d) EDVAG hereby assigns, and in the case of Works created after the period when this Agreement is effective, agrees to assign to Armeau, without the need for any further remuneration or consideration, all right, title and interest that EDVAG may have in and to the Works and Intellectual Property Rights that EDVAG may have by virtue of having created, made, conceived or contributed to any such Works, whether alone or with others, in whole or in part, in the course of the performance of the services for Armeau before, on or after the period when this Agreement is effective or while concerned with or involved in the Armeau business or with its premises or property. EDVAG hereby waives (and in the case of Works created after the period when this Agreement is effective, agrees to waive) all moral rights that EDVAG may have with respect to the Works, and Armeau may in its sole discretion assign the benefit of such waiver of moral rights. EDVAG agrees not to exercise such moral rights against any third parties without the express written consent of Armeau and agrees that the above-noted waiver may be invoked by any person authorized by Armeau to use and/or modify the Works.	d) ԷԴՎԱԳ-ը սույնով փոխանցում է, իսկ Պայմանագրի գործողության ժամկետի ավարտից հետո կատարված Աշխատանքների պարագայում համաձայնվում է փոխանցել առանց հետագա հատուցման անհրաժեշտության բոլոր իրավունքները, տիտղոսը, շահը, որ ԷԴՎԱԳ-ը կարող է ունենալ Աշխատանքների և Մտավոր Սեփականության Իրավունքների առնչությամբ ԷԴՎԱԳ-ի կողմից նման Աշխատանքների ստեղծման, պատրաստման կամ դրանցում ունեցած ներդրման ուժով, արված լինի դա ինքնուրույն կամ այլ անձանց հետ միասին, ամբողջությամբ կամ մասամբ Արմեոյին ծառայություններ մատուցելու ընթացքում Պայմանագրի գործողության ժամկետից առաջ, ընթացքում կամ հետ կամ Արմեոյի ձեռնարկատիրության կամ նրա սեփականության հետ առնչվելիս կամ դրանցում ներգրավված եղած ժամանակ։ ԷԴՎԱԳ-ը սույնով հրաժարվում է (իսկ Պայմանագրի գործողության ժամկետի ավարտից հետո ստեղծված Աշխատանքների պարագայում համաձայնվում է հրաժարվել) բոլոր բարոյական իրավունքներից, որ ԷԴՎԱԳ-ը կարող է ունենալ Աշխատանքների առնչությամբ, իսկ Արմեոն կարող է իր հայեցողությամբ փոխանցել նման իրավունքներից հրաժարման իր օգուտը։ ԷԴՎԱԳ-ը համաձայնվում է չիրացնել նման բարոյական իրավունքները որևէ երրորդ կողմի դեմ առանց Արմեոյի բացահայտ գրավոր համաձայնության և համաձայնվում է, որ վերոհիշյալ հրաժարումը կարող է վկայակոչվել Արմեոյի կողմից լիազորված ցանկացած անձի կողմից Աշխատանքների օգտագործման և/կամ ձևափոխման նպատակով։

e) EDVAG will execute and deliver to Armeau whenever requested by the Armeau, any and all further documents and assurances that Armeau may deem necessary or expedient to effect the purposes and intent of the assignment and waiver set out herein. If EDVAG refuses or fails to execute any further documents and assurances whenever requested by the Armeau, this Agreement shall form a power of attorney granting to Armeau the right to execute and deliver on EDVAG’s behalf, all such further documents and assurances that Armeau may deem necessary or expedient to effect the purposes and intent of the assignment and waiver set out herein on EDVAG’s behalf.	e) ԷԴՎԱԳ-ը ցանկացած ժամանակ Արմեոյի խնդրանքով կկազմի և կփոխանցի Արմեոյին ցանկացած և հավելյալ փաստաթղթերը և հավաստումները, որ Արմեոն կհամարի անհրաժեշտ կամ նպատակահարմար վերը նշված փոխանցման և հրաժարման նպատակները և մտադրությունն արդյունքի կոչելու համար։ Եթե ԷԴՎԱԳ-ը հրաժարվում է կամ չի կազմում հավելյալ փաստաթղթեր և հավաստումներ, երբ դա կխնդրի Արմեոն, սույն Պայմանագիրը կհանդիսանա լիազորագիր, որով Արմեոն իրավունք կստանա կազմել և փոխանցել ԷԴՎԱԳ-ի անունից բոլոր նման փաստաթղթերը և հավաստումները, որոնք Արմեոն կհամարի անհրաժեշտ կամ նպատակահարմար վերը նշված փոխանցման և հրաժարման նպատակները և մտադրությունը ԷԴՎԱԳ-ի անունից արդյունքի կոչելու համար։
f) EDVAG will maintain at all times adequate and current records relating to the Works, which records will be and remain the property of Armeau.	f) ԷԴՎԱԳ-ը Աշխատանքների վերաբերյալ մշտապես կվարի պատշաճ և ընթացիկ գրառումներ և այդ գրառումները կլինեն և կմնան Արմեոյի սեփականությունը։
g) All documents, records, work papers, notes, memoranda and similar records of Confidential Information or Works made or compiled by EDVAG at any time or made available to EDVAG during EDVAG’s performance of the services to Armeau (whether before, on or after the Effective Date) including all copies thereof, are the property of Armeau and will be delivered to Armeau by EDVAG upon the termination of this Agreement or at any other time upon request by Armeau.	g) Կոնֆիդենցիալ Տեղեկատվության կամ Աշխատանքների վերաբերյալ բոլոր փաստաթղթերը, գրառումները, աշխատանքային թղթերը, հուշագրերը և նման այլ փաստաթղթերը, որոնք կազմվել են ԷԴՎԱԳ-ի կողմից Արմեոյին ծառայություններ մատուցելու ընթացքում (լինի դա Պայմանագրի գործողության ժամկետից առաջ, ընթացքում, թե հետո), ներառյալ դրանց կրկնօրինակները, հանդիսանում են Արմեոյի սեփականությունը և ԷԴՎԱԳ-ի կողմից կփոխանցվեն Արմեոյին սույն Պայմանագրի գործողությունը դադարելու պահից կամ ցանկացած այլ ժամանակ՝ Արմեոյի պահանջով։

9.7 Non-Solicitation of Employees/Contractors. During the term of this Agreement and for a period of twelve (12) months immediately following the termination of this Agreement, EDVAG covenants and agrees that it will not, directly or indirectly, on its own behalf or on behalf of a third party:	9.7 Աշխատակիցներին/Կապալառուներին Չներգրավվելը։ Սույն Պայմանագրի գործողության ընթացքում և դրա դադարեցմանն անմիջապես հաջորդող տասներկու (12) ամիսների ընթացքում ԷԴՎԱԳ-ը պարտավորվում է և համաձայնվում է անմիջականորեն կամ անուղղակիորեն իր անունից կամ երրորդ կողմից անունից.
a) hire or retain any employee or independent contractor of Armeau about whom EDVAG became aware in connection with providing the services or with whom EDVAG had contact in connection with the provision of services; or	a) չվարձել և աշխատանքի չընդունել Արմեոյի որևէ աշխատակցի կամ անկախ կապալառուի, որի մասին ԷԴՎԱԳ-ը տեղեկացել է ծառայությունների մատուցման առնչությամբ կամ ում հետ ԷԴՎԱԳ-ը կապ է հաստատել ծառայությունների մատուցման կապակցությամբ, կամ
b) contact, solicit or endeavour to entice away	b) կապ հաստատել , խնդրել կամ փորձել հրապուրել
I. any employee or independent contractor of Armeau about whom EDVAG became aware in connection with providing the Services or with whom EDVAG had contact in connection with the provision of Services, or	I. Արմեոյի ցանկացած աշխատակցի կամ անկախ կապալառուի, որի մասին ԷԴՎԱԳ-ը տեղեկացել է ծառայությունների մատուցման առնչությամբ կամ ում հետ ԷԴՎԱԳ-ը կապ է հաստատել ծառայությունների մատուցման կապակցությամբ , կամ

II. any person who was an employee or independent contractor of Armeau on the termination date of this Agreement or during the period of 6 months immediately preceding termination about whom EDVAG became aware in connection with providing the Services or with whom EDVAG had contact in connection with the provision of Services,	II. ցանկացած անձի, որը եղել է Արմեոյի աշխատակից կամ անկախ կապալառու սույն Պայմանագրի գործողության դադարեցման ամսաթվին կամ դադարեցմանը նախորդող 6 ամիսների ընթացքում, որի մասին ԷԴՎԱԳ-ը տեղեկացել է ծառայությունների մատուցման առնչությամբ կամ ում հետ ԷԴՎԱԳ-ը կապ է հաստատել ծառայությունների մատուցման կապակցությամբ,
9.8 Equitable Relief. EDVAG acknowledges that the restrictions contained in this Section are, in view of the nature of the business of Armeau, reasonable and necessary to protect the legitimate interests of Armeau, that Armeau would not have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could result in irreparable injury to Armeau. EDVAG agrees that, in the event of a violation of any of the restrictions referred to in this Section, Armeau shall be entitled to such injunctive relief or other remedies at law or in equity which the Court deems fit.	9.8 Արդար Պաշտպանություն։ ԷԴՎԱԳ-ն ընդունում է, որ սույն Բաժնում ամրագրված սահմանափակումները ողջամիտ են և անհրաժեշտ Արմեոյի շահերի պաշտպանության համար՝ հաշվի առնելով Արմեոյի գործունեության բնույթը , որ Արմեոն չէր ստորագրի սույն Պայմանագիրը նման սահմանափակումների բացակայության պայմաններում, և որ սույն Բաժնի ցանկացած դրույթի խախտում կարող է հանգեցնել անդառնալի վնասի Արմեոյին։ ԷԴՎԱԳ-ը համաձայնվում է, որ սույն Բաժնում հիշատակած սահմանափակումներից որևէ մեկի խախտման պարագայում , Արմեոն կարող է հավակնել դատական կարգով իրավիճակի շրջադարձմանը կամ այլ օրենքով սահմանված պաշտպանության, որը Դատարանը կհամարի ընդունելի։
9.9 The provisions of this Section will survive any termination of this Agreement.	9.9 Սույն Բաժնի դրույթները շարունակում են գործել Պայմանագիրը դադարեցնելուց հետ .
10. EDVAG REMUNERATION	10. ԷԴՎԱԳ-Ի ՎԱՐՁԱՏՐՈՒԹՅՈՒՆԸ

The remuneration payable by Armeau to EDVAG for performing the winemaking and ancillary services under this Agreement and conditions that may be altered by EDVAG at its discretion are set out in Schedule 1.	Արմեոյի կողմից ԷԴՎԱԳ-ին սույն Պայմանագրով սահմանված գինեգործական և օժանդակ ծառայությունների համար վճարվող վարձատրության չափը և պայմանները, որոնք ենթակա են փոփոխության ԷԴՎԱԳ-ի կամքով սահմանված են Հավելված 1-ում։
Additional Armeau Expenses – Refer Schedule 1, Note 3	Արմեոի լրացուցիչ ծախսերի համար տես Հավելված 1-ի 3-րդ Նշումը
10.1 The Armeau will reimburse EDVAG for the following items procured for or on behalf of Armeau in the winemaking process at landed cost plus taxes.	10.1 Արմեոն կհատուցի ԷԴՎԱԳ-ին գինու պատրաստման ընթացքում Արմեոյի համար կամ նրա անունից հետևյալ տարրերի համար կատարած ծախսերի համար ամբողջ ծավալով գումարած հարկերը՝
 Grapes	 Խաղող
 Bottles	 Շշեր
 Yeast and Enzymes	 Խմորիչներ և ֆերմենտներ
 Any other additional requested by the Armeau.	 Ցանկացած հավելյալ ծախսեր, որոնք խնդրել է Արմեոն։
10.2 The Armeau will pay EDVAG for preparation and provision of icewine samples.	10.2 Արմեոն կվճարի ԷԴՎԱԳ-ին սառցեգինու օրինակների պատրաստման և տրամադրման համար՝
• $25 (twenty-five US dollars) per sample	• $25 ( քսանհինգ ԱՄՆ դոլար ) յուրաքանչյուր նմուշի համար
• freight in respect of such samples	• օրինակների տեղափոխման հետ կապված ծախսերը։
Increases in Remuneration
10.3 Prior to the commencement of each annual vintage EDVAG reserves the right to amend, at its discretion, the remuneration set out in Schedule 1. If EDVAG elects to amend the remuneration it will do so by notice served upon the Armeau at least three months prior to vintage.	10.3 ԷԴՎԱԳ-ն իրեն իրավունք է վերապահում յուրաքանչյուր տարվա խաղողի բերքահավաքից առաջ սեփական հայեցողությամբ փոփոխել Հավելված 1-ում սահմանված վարձատրությունը։ Եթե ԷԴՎԱԳ-ը որոշում է կայացրել փոփոխել վարձատրությունը, ապա կանի դա Արմեոյին բերքահավաքից երեք ամիս առաջ ծանուցելով։

10.4 If the Armeau does not accept the remuneration increases, Armeau may within fourteen days after receipt of notification of the remuneration increases elect to terminate this Agreement in accordance with Clause 1.2.	10.4 Եթե Արմեոն չի ընդունում վարձատրության աճը Արմեոն իրավունք ունի վարձատրության աճի մասին ծանուցումը ստանալուց տասնչորս օրվա ընթացքում դադարեցնել սույն Պայմանագիրը 1.2 Դրույթին համապատասխան .
Applicable Taxes	Կիրառելի Հարկեր
10.5 Taxes are included in the remuneration set out in Schedule 1. Since Armeau is not registered in Armenia, it understands that it cannot handle directly taxation issues inside Armenia, as well as report expenses made for this business venture in the Republic of Armenia, i.e. justify according to the local laws expenses, therefore, EDVAG will take the responsibility of reporting project details.	10.5 Հարկերը ներառված են Հավելված 1 ‑ով սահմանված վարձատրության մեջ։ Քանի որ Արմեոն գրանցված չէ Հայաստանում , այն գիտակցում է, որ չի կարող անմիջապես զբաղվել հարկային հարցերով Հայաստանի տարածքում , ինչպես նաև հաշվետվություններ ներկայացնել Հայաստանի Հանրապետությունում սույն ձեռնարկատիրական նախաձեռնության ծախսերի վերաբերյալ , այն է՝ տեղական օրենքներին համապատասխան հիմնավորել ծախսերը , հետևաբար՝ ԷԴՎԱԳ-ը ստանձնում է ծրագրի մանրամասների վերաբերյալ հաշվետվություն ներկայացնելու պարտականությունը։
11. PAYMENT	11. ՎՃԱՐՈՒՄ
11.1 EDVAG may issue invoices to the Armeau for the remuneration in accordance with Schedule 1.	11.1 ԷԴՎԱԳ-ը կարող է Արմեոյին ներկայացնել հաշիվ ապրանքագրեր Հավելված 1-ին համապատասխան վարձատրություն ստանալու համար։
11.2 Armeau may pay all invoices in accordance with Schedule 1.	11.2 Արմեոն կարող է վճարել բոլոր հաշիվ ապրանքագրերը Հավելված 1-ին համապատասխան։
11.3 If Armeau fails to comply with its obligations :	11.3 Եթե Արմեոն չի կատարում իր պարտավորությունները.

11.3.1 EDVAG may cease provision of the services hereunder; and	11.3.1 ԷԴՎԱԳ-ը կարող է դադարեցնել սույն Պայմանագրով սահմանված ծառայությունների մատուցումը, և
11.3.2 Without prejudice to any other right or remedy hereunder, all outstanding overdue amounts payable hereunder will bear interest at a rate of 2% per annum calculated on a daily basis.	11.3.2 Առանց սույն Պայմանագրով սահմանված որևէ այլ իրավունքի կամ պաշտպանության միջոցի սահմանափակման , ողջ չվճարված գումարի վրա ամեն օր կհաշվարկվի տոկոս՝ տարեկան 2% տոկոսադրույքով։
11.4 If Armeau fails to pay the whole of any invoice within 60 days of its due date, EDVAG may, without prejudice to any other right of remedy, immediately issue an invoice for the balance of remuneration payable under Schedule 1.	11.4 Եթե Արմեոն չի վճարում որևէ հաշիվ ապրանքագրով սահմանված ողջ գումարը վճարման ենթակա օրվանից 60 օրվա ընթացքում , ԷԴՎԱԳ-ն իրավունք ունի, առանց որևէ այլ իրավունքի սահմանափակման, անմիջապես արձակել հաշիվ ապրանքագիր Հավելված 1-ով սահմանված վճարման բալանսի համար։
12. LIEN & POWER OF SALE	12. ԳՐԱՎ ԵՎ ՎԱՃԱՌՔԻ ԻՐԱՎՈՒՆՔ
12.1 EDVAG will not be obliged to release the Icewine, any other property of Armeau in its possession until all amounts due, payable and accruing under this Agreement are paid in full.	12.1 ԷԴՎԱԳ-ը պարտավոր չէ արձակել սառցեգինին , իր տնօրինության տակ գտնվող Արմեոյի ցանկացած այլ սեփականություն, քանի դեռ սույն Պայմանագրով վճարման ենթակա և կուտակված ողջ գումարը ամբողջությամբ չվճարվի։
12.2 If Armeau does not pay EDVAG all amounts due under this Agreement within six months of the date of the invoice then EDVAG will be entitled to sell the Icewine and apply the proceeds of sale to all amounts owing by Armeau to EDVAG under this Agreement (including all costs incurred by EDVAG in selling the Icewine). Any excess amount received upon sale of the Icewine over and above the amount owing to EDVAG shall be refunded to Armeau.	12.2 Եթե Արմեոն չվճարի ԷԴՎԱԳ-ին սույն Պայմանագրով վճարման ենթակա բոլոր գումարները հաշիվ ապրանքագրի ներկայացման պահից վեց ամսվա ընթացքում, ապա ԷԴՎԱԳ-ն իրավունք կունենա վաճառել սառցեգինին և օգտագործել վաճառքի արդյունքում ստացված եկամուտը հատուցելու համար բոլոր այն գումարները, որը Armeau -ն պետք է վճարեր ԷԴՎԱԳ-ին սույն Պայմանագրի համաձայն ( ներառյալ վաճառքի ընթացքում ԷԴՎԱԳ-ի կողմից կրած ծախսերը) : Սառցեգինու վաճառքից ստացված ցանկացած ավելցուկ գումար, որը կգերազանցի ԷԴՎԱԳ-ին հասանելի գումարը, կտրվի Armeau -ին։

13. FORCE MAJEURE	13. ԱՆՀԱՂԹԱՀԱՐԵԼԻ ՈՒԺ
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of EDVAG it is unable to perform in whole or in part any obligation under this Agreement then EDVAG will be relieved of that obligation under this Agreement to the extent and for the period that it is so unable to perform and will not be liable to the Armeau in respect of any such inability.	Եթե ԷԴՎԱԳ-ի ողջամիտ վերահսկողությունից դուրս ցանկացած փաստի, իրավիճակի, հանգամանքի կամ երևույթի ուժով այն ամբողջությամբ կամ մասամբ անկարող լինի իրագործել սույն պայմանագրով սահմանված որևէ պարտավորություն, ԷԴՎԱԳ-ը կազատվի սույն Պայմանագրով սահմանված այդ պարտավորությունից այնքանով և այնքան ժամանակ, քանի դեռ այն անկարող կլինի կատարել իր պարտավորությունները և Արմեոյի հանդեպ նման անկարողության համար չի կրի պատասխանատվություն ։
15. MISCELLANEOUS	15. ԱՅԼ ԴՐՈՒՅԹՆԵՐ
15.1 Nothing in this Agreement shall constitute the relationship of partnership or employer and employee between the parties hereto and it is the express intention of the parties that any such relationships are denied.	15.1 Սույն Պայմանագրի ոչ մի դրույթ Պայմանագրի կողմերի միջև չի ստեղծում ընկերության կամ գործատու և աշխատող հարաբերություններ, և նման հարաբերությունների բացառումը կողմերի բացահայտ մտադրությունն է։
15.2 Any notice, report or other communication under this Agreement may be served:	15.2 Սույն Պայմանագրով սահմանված ցանկացած ծանուցում , հաշվետվություն կամ այլ հաղորդակցություն կարող է ներկայացվել՝
15.2.1 In person at the address if the party referred to in the commencement of this Agreement or at the last known address of the party;	15.2.1 Անձամբ կողմի հասցեով, որը նշվում է սույն Պայմանագրի ուժի մեջ մտնելու պահին կամ կողմի վերջին հայտնի հասցեով,
15.2.2 By prepaid post forwarded to the address of the party referred to in the commencement of this Agreement or to the last known address of the party, in which case, service will be deemed to be effected on the next business day after posting; or	15.2.2 Պատվիրված փոստային նամակով, որն ուղարկվում է կողմի հասցեով, որը նշվում է սույն Պայմանագրի ուժի մեջ մտնելու պահին կամ կողմի վերջին հայտնի հասցեով, որի դեպքում ծանուցումը համարվում է կատարված փոստային առաքումը կտարելուց հաջորդ աշխատանքային օրը, կամ

15.2.3 By facsimile transmission to the last known facsimile number of the party, in which case, service will be deemed to be effected immediately on transmission.	15.2.3 Ֆաքսային հաղորդագրության միջոցով կողմի վերջին հայտնի ֆաքսային համարով , որի դեպքում ծանուցումը համարվում է կատարված անմիջապես հաղորդագրության ուղարկման պահին։
15.3 This Agreement is governed by laws of Armenia and each of the parties submits to the jurisdiction of the Courts of Armenia. This Clause may be pleaded as a bar to action or suit brought in any court in any other place in the world.	15.3 Սույն Պայմանագիրը կարգավորվում է Հայաստանի օրենքներով և յուրաքանչյուր կողմ ճանաչում է Հայաստանի Դատարանների իրավազորությունը։ Սույն դրույթը կարող է վկայակոչվել որպես դատավարության կասեցման հիմք աշխարհի որևէ այլ մասում որևէ դատարանում գործի քննության դեպքում։
15.4 The failure, delay or omission of a party to exercise any power or right conferred upon it will not operate as a waiver of the power or right, nor will any single exercise of any such power or right preclude any other or future exercise of the of the power, or the exercise of any other or right under this Agreement.	15.4 Կողմերի կողմից իրենց վերապահված լիազորությունը կամ իրավունքը չիրականացնելը, դրա իրականացումը հետաձգելը կամ բաց թողնելը չի հանդիսանում հրաժարում այդ լիազորությունից կամ իրավունքից, և ոչ էլ նման լիազորության կամ իրավունքի իրագործումը կբացառի լիազորության որևէ այլ կամ ապագա իրագործում կամ սույն Պայմանագրով սահմանված որևէ այլ իրավունքի իրագործում։
15.5 The provisions contained in the Agreement comprise the whole of the agreement between the parties except where required by law. The provisions of this Agreement supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the services provided hereunder.	15.5 Սույն Պայմանագրում սահմանված դրույթները հանդիսանում են կողմերի ամբողջական համաձայնությունը, բացառությամբ օրենքով սահմանված դեպքերի։ Սույն Պայմանագրի դրույթները փոխարինում և բացառում են սույն Պայմանագրով սահմանված ծառայությունների վերաբերյալ բոլոր նախորդող կամ այլ քննարկումները, պարտավորությունները ( պայմանագրային կամ այլ ) և համաձայնությունները։

15.6 The total liability of EDVAG for loss or damage of every kind whether arising pursuant to this Agreement or out of or in relation to the icewine, its sale, delivery or otherwise, whether in tort or contract, or in any other way whatsoever, is limited to the amount paid by Armeau to EDVAG under this Agreement at the date when such liability arises or, if this Agreement has been in place for more than 12 months, the amount paid by Armeau to EDVAG over the previous 12 months.	15.6 ԷԴՎԱԳ-ի պատասխանատվությունը ցանկացած տեսակի վնասների համար, կառաջանան դրանք սույն Պայմանագրի հիման վրա, թե սառցեգինու, դրա վաճառքի, մատակարարման կամ այլ պատճառներով, բխի այն պատճառված վնասից, պայմանագրային պարտավորություններից , թե որևէ այլ աղբյուրից, սահմանափակված է պատասխանատվության առաջացման պահին Արմեոյի կողմից ԷԴՎԱԳ-ին սույն Պայմանագրի հիման վրա վճարված գումարի չափով, կամ եթե Պայմանագիրն ուժի մեջ է եղել ավելի քան 12 ամիս, Արմեոյի կողմից ԷԴՎԱԳ-ին նախորդող 12 ամիսների ընթացքում վճարված գումարի չափով։
15.7 If, by reason of fact, circumstances, matter or thing beyond the reasonable control of EDVAG or Armeau, either is unable to perform in whole or in part any obligation under this Agreement such party shall be relieved of that obligation under this Agreement to the extent and for the period that it is so unable to perform and shall not be liable to the other party to this Agreement in respect of such inability.	15.7 Եթե ԷԴՎԱԳ-ի կամ Արմեոյի ողջամիտ վերահսկողությունից դուրս ցանկացած փաստի, իրավիճակի, հանգամանքի կամ երևույթի ուժով նրանցից յուրաքանչյուրն ամբողջությամբ կամ մասամբ անկարող լինի իրագործել սույն պայմանագրով սահմանված որևէ պարտավորություն այդ կողմը կազատվի սույն Պայմանագրով սահմանված այդ պարտավորությունից այնքանով և այնքան ժամանակ, քանի դեռ այն անկարող կլինի կատարել իր պարտավորությունները և սույն Պայմանագրի մյուս կողմի հանդեպ նման անկարողության համար չի կրի պատասխանատվություն ։
15.8 Each of the persons executing this Agreement personally warrant that they have the necessary authority to enter into this Agreement.	15.8 Սույն Պայմանագիրը ստորագրող յուրաքանչյուր անհատ անձամբ հավաստում է, որ ունի անհրաժեշտ իրավասություն սույն Պայմանագիրը ստորագրելու համար։
16. LANGUAGE OF THE AGREEMENT	16. ՊԱՅՄԱՆԱԳՐԻ ԼԵԶՈՒՆ

16.1 This Agreement has been prepared in both English and Armenian languages. In the event of any inconsistency, the English version shall prevail and be binding upon the parties.	15.9 Սույն Պայմանագիրը պատրաստվել է անգլերեն և հայերեն լեզուներով։ Անհամապատասխանության դեպքում անգլերեն տարբերակը կգերակայի և պարտադիր կլինի կողմերի համար։
17. DISPUTES	17. ՎԵՃԵՐԻ ԿԱՐԳԱՎՈՐՈՒՄԸ
17.1 Any dispute which arises out of or relates to this Agreement , its meaning, its performance, or as to any other matter or thing arising in relation to it, the same may be referred by either party to any independent icewine industry expert nominated by agreement of both parties as having the skills and experience appropriate for the proper consideration of the matter requiring determination.	17.1 Ցանկացած վեճ, որը բխում է սույն Պայմանագրից կամ վերաբերվում է սույն Պայմանագրին, դրա նշանակությանը, դրա կատարմանը կամ դրա առնչությամբ ծագող ցանկացած հանգամանքի կամ երևութային հետ կարող է յուրաքանչյուր կողմի կողմից ներկայացվել սառցեգինու արտադրության ցանկացած անկախ մասնագետի, որը կնշանակվի երկու կողմերի համաձայնությամբ որպես անձ, որն ունի լուծման կարիք ունեցող հարցի պատշաճ քննարկման համար անհրաժեշտ հմտություններ և փորձ։
17.2 The expert will hear all competing points of view in relation to any such dispute or other question and will deliver to the parties within one (1) month after hearing the parties, a statement of the expert’s determination which (in the absence of manifest error) is to be conclusive and binding on the parties as a final determination of the particular matter.	17.2 Մասնագետը ցանկացած նման վեճի կամ այլ հարցի առնչությամբ կլսի բոլոր մրցակցող դիրքորոշումները և կողմերին լսելուց հետո մեկ (1) ամսվա ընթացքում կողմերին կներկայացնի մասնագետի որոշման տեքստը, որը (բացահայտ սխալի բացակայության դեպքում) կլինի վերջնական և պարտադիր կողմերի համար որպես կոնկրետ հարցի վերջնական կարգավորում։
17.3 In making such a determination the expert will be acting as an expert and not as an arbitrator.	17.3 Նման որոշում կայացնելիս մասնագետը գործելու է որպես մասնագետ, այլ ոչ թե որպես հաշտարար դատավոր։
17.4 The expert’s fees are to be borne equally by the parties unless the expert will otherwise decide. 17.5 Therefore, to avoid doubts, turning to the independent expert and the process of study of the independent expert will not make an obstacle to apply to court.	17.4 Մասնագետի ծախսերը կրելու են երկու կողմերը հավասարապես, եթե այլ բան չի որոշում մասնագետը։ 17.5 Այդուհանդերձ, կասկածներից խուսափելու համար, անկախ մասնագետին դիմելը և ուսումնասիրության ընթացքը խոչընդոտ չի հանդիսանում դատարան դիմելու համար:

EXECUTED on the date referred to at the commencement of this Agreement.	ՍՏՈՐԱԳՐՎԱԾ Է Պայմանագրի սկզբում նշված ամսաթվին։
SIGNED by EDVAG GROUP	ՍՏՈՐԱԳՐՎԱԾ ԷԴՎԱԳ ԳՐՈՒՊ-ի կողմից
Vahagn Gevorgyan, CEO	Վահագն Գևորգյան, գործադիր տնօրեն
40a Acharyan St., Yerevan 0075, Armenia in the presence of Witness ։ ...	40ա Աճառյանի փողոց, Երևան 0075, Հայաստան, վկա ...-ի ներկայությամբ։
SIGNED by Armeau Brands Ltd.	ՍՏՈՐԱԳՐՎԱԾ Արմեո Բրենդս ինք.-ի կողմից
Arto Tavukciyan, CEO 1000 East William Street, suite 204, Carson City, NV 89701 USA	Արտո Թավուկչիյան, գործադիր տնօրեն ԱՄՆ, Նևադա նահանգ, քաղաք Քարսոն, ԻՍԹ շենք 1000, սենյակ 204, փոստային ինդեքս 89701
SCHEDULE 1	ՀԱՎԵԼՎԱԾ 1
CONTRACT ICEWINE SERVICES RATES	ՍԱՌՑԵԳԻՆՈՒ ՊԱՏՐԱՍՏՄԱՆ ՀԵՏ ԿԱՊՎԱԾ ԾԱՌԱՅՈՒԹՅՈՒՆՆԵՐԻ ԴՐՈՒՅՔՆԵՐԸ
1. Grape purchase prices are set every year by the market plus a 10% service charge.	1. Խաղողի ձեռքբերման գինը սահմանվում է ամեն տարի շուկայի կողմից
2. Vineyard Maintenance from October 1 to Harvest	2. Խաղողի այգու պահպանումը հոկտեմբերի 1-ից մինչև Բերքահավաք
$1000 per hectare per month	Ամսեկան 1 000 ԱՄՆ դոլար մեկ հեկտարի համար
Includes 24/7 guard, housed in vineyard, all materials and all grape treatments	Ներառում է շաբաթական 7 օր, օրը 24 ժամ խաղողի այգու տարածքում աշխատող պահակի վարձատրությունը, բոլոր նյութերի և խաղողի խնամքի համար վճարը

3. Harvest.	3. Բերքահավաք։
$1200 per hectare	1200 ԱՄՆ դոլար հեկտարի համար
All personnel, materials, grape boxes and transportation	Ողջ անձնակազմը, նյութերը, խաղողը, տուփերը և փոխադրումը
4. Full Production to bottling stage	4. Ամբողջական արտադրանքը մինչև շշալցման փուլը
For all batches $500/ton	Բոլոր բաժինների համար 500 ԱՄՆ դոլար/տոննա
Invoiced (Terms 30 days EOM)	Վճարումը՝ հաշիվ ապրանքագրի հիման վրա ( մինչև վճարման կարգադրությունը ներկայացնելուն հաջորդող ամսվա վերջին օրը )
5. Storage Price	5. Պահպանման հետ կապված ծախսերը
Cost of $0.025 per litre per month calculated on expected final volume	Ամսեկան 0.025 ԱՄՆ դոլար մեկ լիտրի համար հաշվարկված ակնկալվող վերջնական ծավալով
Payable Monthly on invoice (30 days)	Վճարման ենթակա է ամեն ամիս ըստ հաշիվ ապրանքագրի ներկայացման (30 օրվա ընթացքում )
6. Icewine Care and Materials	6. Սառցեգինու խնամք և նյութեր
Icewine care at $0.025/litre per month based on expected final volume. Any materials used outside “standard icewinemaking additive”, as listed, to be charged at cost plus 10%.	Սառցեգինու խնամք ամսեկան 0.025 ԱՄՆ դոլար/լիտր դրույքաչափով՝ հիմնված ակնկալվող վերջնական ծավալի վրա։ Ցանկացած նյութի համար, որը դուրս է շարադրված «սովորական սառցեգինու պատրաստման հավելումների» շարքից, կգանձվի արժեքը գումարած 10%։
Payable Monthly on invoice (30 days)	Վճարման ենթակա է ամեն ամիս ըստ հաշիվ ապրանքագրի ներկայացման (30 օրվա ընթացքում )
7. Bottling & Labelling	7. Շշալցում և պիտակավորում

$4.00 per dozen plus $250 set-up.	4.00 ԱՄՆ դոլար մեկ տասնյակի համար գումարած 250 ԱՄՆ դոլար ամբողջ կազմի համար։
Includes Stelvin Caps, Boxes (dozens) & Dividers. Bottles include ACI standard range. Armeau to provide own labels. Pallets provided by the winery are $40ea.	Ներառում է Ստելվին կափարիչներ, տուփեր (տասնյակով) և տարանջատման փեղկեր։ Շշերը ACI ստանդարտի ծավալի են։ Արմեոն կտրամադրի իր պիտակները։ Գինու գործարանի կողմից տրամադրվող ծղոտե ներքնակներն արժեն հատը $40 ։
8. Warehouse and Dispatch (Bottled Stock and Dry Goods) Warehouse Storage	8. Պահեստավորում և առաքում
Full Pallet (over half) $2.25/Week	Լի ներքնակ (կեսից ավելին) շաբաթը 2.25 ԱՄՆ դոլար
Part Pallet $2.25/Week	Կիսալի ներքնակ շաբաթը 2.25 ԱՄՆ դոլար
Dispatch	Առաքում
1 – 16 cartons $1.40 per carton	1-16 խավաքարտ 1.40 ԱՄՆ դոլար մեկ խավաքարտի համար
17 - over cartons $ 20.00 per dispatch	17 և ավելի խավաքարտ 20.00 ԱՄՆ դոլար յուրաքանչյուր առաքման համար
Full Pallets $ 20.00 per dispatch	Ամբողջական խավաքարտեր 20.00 ԱՄՆ դոլար յուրաքանչյուր առաքման համար
Payable Monthly on invoice (30 days)	Վճարման ենթակա է ամեն ամիս ըստ հաշիվ ապրանքագրի ներկայացման (30 օրվա ընթացքում )
EDVAG will pay all applicable taxes to the authorities.	ԷԴՎԱԳ-ը պետական մարմիններին կվճարի բոլոր կիրառելի հարկերը։
NOTES	ՆՇՈՒՄՆԵՐ
1. All taxes are included in the above figures.	1. Բոլոր հարկերը ներառված են վերը շարադրված թվերում։
2. Volume Calculation	2. Ծավալի հաշվարկը

Subject to Icewine style, the winery will use its best endeavours to supply a predetermined quantity of icewine calculated from the tonnes of grapes supplied however final volume of icewine produced may vary from the estimate because of such things like; seasonal conditions, grape variety, style and method of winemaking.	Կախված սառցեգինու տեսակից, գինու գործարանը կկիրառի լավագույն ջանքերը մատակարարելու համար նախապես որոշված քանակի սառցեգինի՝ հաշված խաղողի զանգվածից, սակայն հաշվի առնելով, որ սառցեգինու վերջնական ծավալը կարող է տարբերվել նախնական հաշվարկից այնպիսի հանգամանքների բերումով, ինչպիսիք են սեզոնային պայմանները, խաղողի տեսակը և գինու պատրաստման մեթոդը։
3. Materials and Analysis	3. Նյութեր և ստուգումներ
Included in the above cost are all routine icewine analysis, performed in our winery laboratory (which does not hold any accreditation) and essential icewine making materials as listed below:	Վերը շարադրված արժեքի մեջ ներառված են սառցեգինու բոլոր ընթացիկ ստուգումները՝ իրականացված մեր գինեգործական լաբորատորիայում (որը չունի որևէ ակրեդիտացիա), և սառցեգինու պատրաստման համար էական նյութերը, այնպես ինչպես շարադրված է ստորև՝
(a) Yeast and fermentation nutrients	(a) Մակարդ և խմորման սնուցիչներ
(b) Fining agents for protein and cold stability	(b) Մաքրման միջոցներ պրոթեինի և սառնության կայունության համար
(c) Preservatives and inert gases (SO2, PMS, CO2 and N2)	(c) Կոնսերվանտներ և իներտ գազեր (SO2, PMS, CO2 և N2)
Specifically not included are acids, oak chips, grape juice concentrate, bottles, corks, labels, capsules and cartons. Any material ordered by EDVAG will be charged at cost plus 10%, being invoice price, freight, duty or taxes applicable.	Հատուկ ներառված չեն թթուները , կաղնու տաշեղը , խտացված խաղողի հյութը , շշերը , խցանները , պիտակները , պարկուճները և խավաքարտերը։ ԷԴՎԱԳ-ի կողմից պատվիրված յուրաքանչյուր նյութի համար կգանձվի արժեքը գումարած 10%, որը ներառում հաշիվ ապրանքագրի գումարը, փոխադրումը, կիրառելի հարկերը և տուրքերը։

EXECUTED on the date referred to at the commencement of this Agreement.	ՍՏՈՐԱԳՐՎԱԾ Է Պայմանագրի սկզբում նշված ամսաթվին։
SIGNED by EDVAG GROUP	ՍՏՈՐԱԳՐՎԱԾ ԷԴՎԱԳ ԳՐՈՒՊ-ի կողմից
Vahagn Gevorgyan, CEO /s/ Vahagn Gevorgyan	Վահագն Գևորգյան, գործադիր տնօրեն /s/ Vahagn Gevorgyan
40a Acharyan St., Yerevan 0075, Armenia in the presence of Witness ։ ...	40ա Աճառյանի փողոց, Երևան 0075, Հայաստան, վկա ...-ի ներկայությամբ։
SIGNED by Armeau Brands Ltd.	ՍՏՈՐԱԳՐՎԱԾ Արմեո Բրենդս ինք.-ի կողմից
Arto Tavukciyan, CEO 1000 East William Street, suite 204, Carson City, NV 89701 USA /s/ Arto Tavukciyan	Արտո Թավուկչիյան, գործադիր տնօրեն ԱՄՆ, Նևադա նահանգ, քաղաք Քարսոն, ԻՍԹ շենք 1000, սենյակ 204, փոստային ինդեքս 89701 /s/ Arto Tavukciyan

Exhibit 10.4

February 1, 2012

Armenian Icewine-Making Proposal (Stage 2)

for

Arto Tavukciyan of Armeau Brands

by IMBIBEdesign

Dear Arto Tavukciyan,

I am very pleased to present you with the following proposal outlining the scope of work, schedule, deliverables, and terms of agreement for the Icewine winemaking in Armenia.

Scope of Work:

1. Winemaking oversight by phone and e-mail

Starting with the delivery of grapes to Getnatoun Winery, advise Getnatoun’s winemaking staff on the implementation of the steps outlined in the Winemaking Production Instructions, produced earlier.

Consultation to Getnatoun to occur by e-mail or occasional telephone conference call. Hrach Kaspar will be available to translate.

The consultation will take the wine from grapes through pressing, fermentation, fining, stabilization and filtration.

2. Site Visit

Travel to Armenia during the second week of February, 2012. Interpreter will be provided by the client, if necessary. Expected length of travel is one week.

Attend daily at Getnatoun Winery for a period of a week to personally oversee the progress of the fermentation, help with necessary lab tests, and to advise on corrective measures needed.

Meet with Getnatoun staff to answer any questions, and to demonstrate the steps needed to guide the wine through fermentation and finishing.

Give regular technical and descriptive data to project owner.

Research best bottling facility options (Getnatoun, 365 Wines, etc)

Meet with Vahik of 365 Wines to discuss any processing issues, and to obtain samples for blending trials.

Conduct basic bench trials for possible Icewine Blends.

3. Follow-Up and Report on Site Visit, Recommendations

After return to Canada, continue to monitor fermentation and wine analysis results, and advise on finishing steps and their timing.

Write brief report on the results of trip, meetings held, and the results of the bench trials.

Lay out next steps (selection of bottling facility, packaging choices, product development)

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

IMBIBE design. com

Fees: $3,600

Assuming no major problems during the winemaking procedure, IMBIBEdesign’s fee for the above scope of work will be $3,600, plus an airfare allowance of $1200, and HST. We are assuming a total of 9 days of travel and client visits in Armenia involving Tilman Hainle, as well as 20 hours of consultation from Canada. Should a major problem arise during winemaking that necessitates a significant increase in the amount of consultation required (such as a new winery partner needing instructions), IMBIBEdesign and Armeau Brands will come to an agreement as to the additional work.

Additional services, such as change in the scope of work by the Client, will be billed at our normal hourly billing rates of $135, or negotiated separately.

Travel time and air travel costs to and from Armenia is included in this proposal.

A retainer of $3,000 will be required by IMBIBEdesign in order to begin work. Billing will occur on a monthly progress basis.

Reimbursable Expenses:

Reimbursable expenses will be charged at cost. Reimbursable expenses are not included in our fee indicated.

IMBIBEdesign reimbursable expenses include, but are not limited to:

printing or copying of documents

delivery, courier, Parcel Post or similar charges

internet and telephone charges incurred while traveling and working on behalf of the client

travel, accommodation, and meal costs not covered by the client, as necessary to perform outlined duties

necessary lab tests

Note: It is Armeau Brand’s intention to cover Tilman Hainle’s necessary ground transportation, accommodation, interpretation services, meals, etc.

Deliverables:

IMBIBEdesign will complete and document all of the services described in this proposal:

Regular reports on vinification progress, and state of Icewine

Meeting with Getnatoun staff and instructions on winemaking steps

Meeting with Vahik of 365 Wines

Report on initial blending trials

The final documents will be presented electronically, and on request in printed form. A face-to-face client meeting to present and discuss the report can be arranged.

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

IMBIBE design. com

Proposed Project Schedule:

The Scope of Work is scheduled to occur starting on January 21, 2012.

The travel to Armenia will occur between the dates of February 12 and February 23, 2012

The Client understands that IMBIBEdesign has other clients and ongoing projects, which will make demands on IMBIBEdesign resources during the time frame that this work will occur.

Conditions:

This proposal is valid until February 3, 2012.

Armeau Brands agrees not to use IMBIBEdesign’s name, or Tilman Hainle’s name in any publicity connected to the Armenian Icewine project, until IMBIBEdesign and Armeau Brands have reached an agreement regarding that use.

IMBIBEdesign will assume that data, information and work supplied by the Client, and the winery partners is complete, accurate and suitable.

The retainer will be held by IMBIBEdesign , and applied to the final invoice related to this Scope of Work.

IMBIBEdesign ’s invoices are due on receipt. A financing charge of 1.5% per month will apply to unpaid balances after 30 days from the date of invoice.

Confidentiality:

IMBIBEdesign is willing to execute a separate confidentiality and non-disclosure agreement, if necessary.

Termination:

Either party upon thirty days written notice may terminate this agreement.

Termination can occur at any point in the process, and the Client will be required to pay for services completed at the point of termination.

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

IMBIBE design. com

Next Steps:

This stage of the project takes the Icewines through to “ready for bottling” status. During the Armenian visit, we will assess the suitability of the bottling facilities. The hope is that either Getnatoun or 365 Wines (or another winery) will be able to complete the kind of critical sterile bottling procedure necessary for a wine with residual sweetness. If this is not the case, we will need to investigate further.

Leading up to the bottling process, packaging decisions will need to be made, in conjunction with the marketing plan, and the branding of the product. While these are outside of this scope of work, IMBIBEdesign has a great deal of experience in this field, and would be pleased to advise on this.

The preliminary blending trials to be conducted in Armenia (included in the scope of work) are meant to give Armeau Brands an indication of what kind of Icewine-related products may be most promising. Further work will be needed once the Icewine is finished and stabilized, and Armeau Brands has identified which kinds of products it would like to pursue.

On behalf of IMBIBEdesign, I’m very pleased to present you with this proposal, and look forward to being able to guide the Icewines toward a successful conclusion.

For your convenience, we also offer the ability to make payments by VISA and MasterCard credit cards.

Please do not hesitate to contact me with any questions you might have.

Kind Regards,

Tilman Hainle

IMBIBEdesign

Accepted, Date Feb 7, 2012

Client Armeau Brands Inc.

Authorized Signature /s/ Arto Tavukciyan

Print Name Arto Tavukciyan

IMBIBE design. com 5266 Coldham Rd, Peachland, BC, Canada V0H 1X2

Tel: 250.448.6112 E: info@imbibedesign.com

Exhibit 10.5

DISTRIBUTION AGREEMENT

AGREEMENT made as of the 1st day of February, 2016, by and between ARMEAU BRANDS INC. having its business address at 1805-141 Lyon Court, Toronto, Ontario, Canada, M6B 3H2 (hereinafter referred to as “COMPANY”) and Alpha Food Services, having its principal place of business at 0031, Ara Sargsyan str. 4, Yerevan, RA, Armenia (hereinafter referred to as “DISTRIBUTOR”).

WHEREAS

COMPANY is the producer of Icewine in the Republic of Armenia as more particularly identified on the price list attached hereto, and made a part hereof, as Schedule A (hereinafter referred to as the “Products”);

DISTRIBUTOR desires to secure from Company, and Company is willing to grant to Distributor, the exclusive right to sell and distribute Company’s Products in the Eurasian Economic Union (Armenia, Russia, Belarus, Kazakhstan, Kyrgystan hereinafter referred to as the “Territory”) beginning with the 2016/2017 vintage of the Company’s Icewine product.

1. DEFINITIONS

1.1 “ Products ” initially shall mean Armeau Icewine and any such additional wines or spirits that Company may manufacture or sell. Products may be changed, discontinued, or added by mutual agreement of the Parties. Distributor shall have the right of first refusal to represent any additional product, including Product variations, represented, sold, or marketed by Company.

2. APPOINTMENT AND AUTHORITY OF DISTRIBUTOR

2.1 Exclusive Sales Distributor . Subject to the terms and conditions herein, Company appoints Distributor as Company’s exclusive sales Distributor for the Products in the Territory, and Distributor accepts such appointment.

2.2 Independent Contractors . The relationship of Company and Distributor established by this Agreement is that of independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to- day activities of the other, or (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (iii) allow Distributor to create or assume any obligation on behalf of Company for any purpose whatsoever. All financial and other obligations associated with Distributor’s business are the sole responsibility of Distributor, Distributor shall be responsible for, and shall indemnify and hold Company free and harmless from, any and all claims, damages or lawsuits (including Company’s attorneys’ fees) arising solely out of the acts or Distributor, its employees or its agents.

3. SALE OF THE PRODUCTS

3.1 Pricing . The price to Distributor shall be based on delivery to Distributor’s warehouse and shall include a mutually negotiated delivered price to said warehouse. Company and Distributor shall negotiate any price increases for the Products at least 60 days prior to the effective date of any such increase. Distributor shall have the right to order one months supply of the Products at the current price prior to any increase.

Company and Distributor shall agree on Company’s price to Distributor and Distributor’s price to its customers All parties shall agree on an annual basis, or more frequently if required, as to the prices at which Distributor shall sell the Products to its customers.

In the event that Company and Distributor cannot agree on either price within 30 days of commencement of the negotiations, the prices then in effect for each of said prices will be increased by an amount equal to the change in the Consumer Price Index-All US over a period of months equal to the number of months since the last price increase for each price.

3.2 Terms . Payment in U.S. dollars shall be made by Distributor 30 days from the date of delivery to Distributor’s warehouse.

3.3 Warranties . Company warrants, represents and agrees that all shipments of the Products sold or shipped under this Agreement shall be of first quality, suitable for beverage consumption, properly bottled and packaged in Armenia free from foreign matter, whether or not prejudicial to health, and will be bottled and packaged in conformity with applicable laws, regulations and requirements in effect within the Territory.

3.4 Knockoffs . Company will, upon demand, promptly execute such documents and perform such acts as may be necessary so as to prevent any products labeled in imitation or simulation of the Products from being distributed in the Territory.

3.5 Inquiries from Outside the Territory . Distributor shall promptly submit to Company, for Company’s attention and handling, the originals of all inquiries received by Distributor from customers outside the Territory.

3.6 Product Availability . Company shall not be responsible to Distributor or any other party for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to a cause beyond Company’s reasonable control.

4. ADDITIONAL OBLIGATIONS OF DISTRIBUTOR

4.1 Annual Quota Commitment . Within thirty days before the start of each subsequent calendar year, Company may assign to Distributor an annual quota. Any annual quota must be fair and reasonable, taking into account factors including but not limited to sales in prior years, the competitive and economic situation in the Territory and marketplace, and Company’s market share nationally and in the Territory.

4.2 Promotion of the Products . Distributor shall, at its own expense, promote the sale of the Products in the Territory. Distributor may hire or contract service personnel to promote the Products and perform the duties hereunder. A yearly minimal promotion budget shall be negotiated by the parties based on the Annual quota.

4.3 Facilities . Distributor shall provide itself with, and be solely responsible for, (i) such facilities, employees, and business organization, and (ii) such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as it deems necessary for

the conduct of its business operations in accordance with this Agreement, (iii) and provide suitable storage for the Product.

4.4 Customer and Sales Reporting . Distributor shall, at its own expense, and in a manner consistent with the sales policies of Company: (a) attend a reasonable number of trade shows as Company requests; (b) provide adequate contact with existing and potential customers within the Territory on a regular basis; and (c) assist Company in assessing customer requirements for the Products.

4.5 Customer Service . Distributor shall diligently assist its customers’ personnel in using the Products and shall perform such additional customer services as good salesmanship requires and as Company may reasonably request.

4.6 Product Complaints . Distributor shall promptly investigate and monitor all customer and/or regulatory complaints and/or correspondence concerning the use of the Product in the Territory. Distributor shall immediately notify Company of all such complaints and/or correspondence in accordance with the following: (a) Distributor shall advise Company of all complaints relating to incidents of serious and unexpected reactions to the Product as promptly as possible but not more than two (2) calendar days following the date Distributor receives such complaint; (b) All complaints other than those related to incidents of serious and unexpected reactions to the Product shall be reported to Company within five (5) calendar days following the date Distributor receives such complaint. (c) For purposes of this Section, a reaction shall be deemed to be “unexpected” if it is one that is not listed in the current package insert for the Product approved by Company and a reaction shall be deemed to be “serious” if it is fatal or life threatening, requires inpatient hospitalization, prolongs hospitalization, is permanently disabling, or requires intervention to prevent impairment or damage.

4.7 Expense of Doing Business . Distributor shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement.

4.8 Representations . Distributor shall not make any false or misleading representations to customers or others regarding Company or the Products. Distributor shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the Products that are not consistent with Company’s documentation accompanying the Products or Company’s literature describing the Products.

4.9 Distributor upon request from Company, will furnish Company with available sales and depletion reports and details of all promotional and sampling programs with respect to the Products. Distributor will discuss with Company any proposed changes in its distributor network at least 30 days prior to any such change.

4.10 Regulatory Approvals . The Distributor shall be responsible for obtaining approvals necessary to distribute the Products in the designated Territories.

5. ADDITIONAL OBLIGATIONS OF COMPANY

5.1 Protection of Territory . Company will not ship the Products, or any other wines bearing the same or similar trademark, signature or identification anywhere on the package, to the Territory except under the order or by the direction of Distributor. It will refer to Distributor any and all orders or inquiries for the Products that it may receive for shipment to the Territory, or orders which are intended for eventual shipment to the Territory.

5.2 Materials . Company shall provide Distributor with marketing and technical information concerning the Products as well as reasonable quantities of brochures, instructional material, advertising literature, product samples, and other Product data at no charge.

5.3 Telephone Marketing and Technical and Sales Support . Company shall provide a reasonable level of telephone marketing and technical support to Distributor and its Distributors. Company shall use its best efforts to support Distributor’s sales and marketing activities.

5.4 Delivery Time . Company shall use its best efforts to fulfill delivery obligations as committed in acceptances.

5.5 New Developments . Company shall promptly inform Distributor of new product developments relating to the Products.

6. TRADEMARKS

During the term of this Agreement, Distributor shall have the right to indicate to the public that it is an authorized Distributor of the Products and to advertise (within the Territory) such Products under the trademarks, marks, and trade names that Company may adopt from time to time (“Trademarks”). Distributor shall not alter or remove any Trademark

applied to the Products. Except as set forth in this Article, nothing contained in this Agreement shall grant to Distributor any right, title or interest in the Trademarks.

7. CONFIDENTIAL INFORMATION

Distributor acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company’s trade secrets and intellectual property, and products that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Distributor agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it in written or other tangible form or orally, identified as confidential, by Company without the prior written consent of Company. Distributor shall take every reasonable precaution to protect the confidentiality of such information. Upon request by Distributor, Company shall advise whether or not it considers any particular information or materials to be confidential. In the event of termination of this Agreement, there shall be no use or disclosure by Distributor of any confidential information of Company, and Distributor shall not manufacture or have manufactured any devices, components or assemblies utilizing any of Company’s confidential information. This section shall not apply to any confidential information which is or becomes generally known and available in the public domain through no fault of Distributor.

8. INDEMNIFICATION

The Company shall be solely responsible for the design, development, supply, production and performance of its products and the protection of its trade names and trademarks. The Company agrees to indemnify, hold the Distributor harmless against and pay all losses, costs, damages or expenses, whatsoever, including counsel fees, which the Distributor may sustain or incur on account of infringement or alleged infringements of trademarks or trade names resulting from the sale of the Company's products, or arising on account of warranty claims, negligence claims, product liability claims or similar claims by third parties. The Distributor shall promptly deliver to the Company any notices or papers served upon it in any proceeding covered by this Indemnification Agreement, and the Company shall defend such litigation at its expense. The Distributor shall, however, have the right to participate in the defense at its own expense unless there is a conflict of interest, in which case, the Distributor shall indemnify the Company for the expenses of such defense including counsel fees. This provision shall survive and remain in full force and effect after the termination or nonrenewal of this Agreement.

9. TERM AND TERMINATION

9.1 Term . This Agreement shall continue in full force and effect for a period of three years from the date above, unless terminated earlier under the provisions of this Agreement. Thereafter, this Agreement shall be renewed automatically for successive additional three year terms under the same terms and conditions unless either party chooses not to continue the relationship and provides written notice 90 days prior to the natural expiration of the existing three-year term.

9.2 Termination . This Agreement may be terminated as follows:

9.2.1. By Company if Distributor fails to meet mutually agreed upon sales performance goals ; or

9.2.2. By either party if the other party becomes insolvent or bankrupt, or files a voluntary petition in bankruptcy, or has had filed for an involuntary petition in bankruptcy (unless such involuntary petition is withdrawn or dismissed within ten days after filing) in which event termination may be immediate upon notice; or

9.2.3 By either party if the other party fails to cure any breach of a material covenant, commitment or obligation under this Agreement, within 45 days after receipt of written notice specifically setting forth the breach from the other party; or

9.2.4 By either party if the other party is convicted or pleads to a crime or an act of fraud that materially impacts on its performance duties hereunder, in which event termination may be immediate upon notice.

9.3 Return of Materials . All Confidential Information and other property belonging to Company shall remain the property of Company and will be immediately returned by Distributor upon termination. Distributor shall not make or retain any copies of any Confidential Information that may have been entrusted to it.

9.4 Return of the Products . Upon the termination of this Agreement, Company shall repurchase any inventory and instrumentation of the Distributor at Distributor’s cost.

10. MISCELLANEOUS

10.1 Notices . Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to the other party at the address shown above or at such other address for which such party gives notice hereunder. Such notice shall be deemed to have been given three (3) days after deposit in the mail.

10.2 Assignment . The parties may not assign or transfer this Agreement or any of its rights and obligations under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

10.3 Compliance With Law . Company and Distributor agree that they will comply with all governmental laws, regulations and requirements applicable to the duties conducted hereunder and applicable medical devices, including, without limitation, the federal Stark law, federal false claims act, federal anti-kickback statute, federal Health Insurance Portability and Accountability Act provisions, federal civil monetary penalties statute, and similar laws; and will keep accurate records of consigned inventory.

The parties represent and warrant that they shall have in effect at all times during the Initial Term and any Renewal Terms of this Agreement all licenses, permits, and authorizations from all federal, state, and local authorities necessary to the performance of their obligations under this Agreement and all necessary authorization to enter patient care areas of each hospital in its Territory where such access is necessary.

10.4 Property Rights . Distributor agrees that Company owns all right, title, and interest in the product lines that include the Products and in all of Company’s trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, operation or service of the Products. The use by Distributor of any of these property rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason such authorization shall cease.

10.5 Severability . If any provision(s) of this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.

10.6 Modification; Waiver . This Agreement may not be altered, amended or modified in any way except by a writing signed by both parties. The failure of a party to enforce any provision of the Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.

10.7 Entire Agreement . This Agreement and the exhibits hereto represent and constitute the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements and understandings, oral or written, with respect to any and all matters between the Distributor and Company.

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

10.9 Jurisdiction. This Agreement is governed by laws of Armenia and each of the parties submits to the jurisdiction of the Courts of Armenia.

Company		Distributor: Alpha Food Services
By /s/ Cassandra Tavukcian		By /s/ Aleksandr Petrosyan
Title CEO		Title General Director

EXHIBIT A

PRODUCTS

Exhibit 14.1

ARMEAU BRANDS INC.
(the “ Corporation ”)

CODE OF ETHICS AND BUSINESS CONDUCT
FOR DIRECTORS, SENIOR OFFICERS AND EMPLOYEES OF THE CORPORATION

(the “ Code ”)

This Code applies to the Chief Executive Officer, President, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions (collectively, the “Senior Officers”) along with all directors and employees within the Corporation (the Senior Officers, directors and employees are hereinafter collectively referred to as the “Employees”). This Code covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all Employees of the Corporation. All Employees should conduct themselves accordingly and seek to avoid the appearance of improper behaviour in any way relating to the Corporation.

Any Employee who has any questions about the Code should consult with the Chief Executive Officer, the President, the Corporation’s board of directors (the “Board”) or the Corporation’s audit committee (the “Audit Committee”).

The Corporation has adopted the Code for the purpose of promoting:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in all reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Corporation that are within the Senior Officer’s area of responsibility;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code; and

accountability for adherence to the Code.

HONEST AND ETHICAL CONDUCT

Each Senior Officer and member of the Board owes a duty to the Corporation to act with integrity. Integrity requires, among other things, being honest and candid. Employees must adhere to a high standard of business ethics and are expected to make decisions and take actions based on the best interests of the Corporation, as a whole, and not based on personal relationships or benefits. Generally, a “conflict of interest” occurs when an Employee’s personal interests is, or appears to be, inconsistent with, interferes with or is opposed to the best interests of the Corporation or gives the appearance of impropriety.

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Business decisions and actions must be made in the best interests of the Corporation and should not be influenced by personal considerations or relationships. Relationships with the Corporation’s stakeholders - for example suppliers, competitors and customers - should not in any way affect an Employee’s responsibility and accountability to the Corporation. Conflicts of interest can arise when an Employee or a member of his or her family receive improper gifts, entertainment or benefits as a result of his or her position in the Corporation.

Specifically, each Employee must:

act with integrity, including being honest and candid while still maintaining the confidentiality of information when required or consistent with the Corporation’s policies;

avoid violations of the Code, including actual or apparent conflicts of interest with the Corporation in personal and professional relationships;

disclose to the Board or the Audit Committee any material transaction or relationship that could reasonably be expected to give rise to a breach of the Code, including actual or apparent conflicts of interest with the Corporation;

obtain approval from the Board or Audit Committee before making any decisions or taking any action that could reasonably be expected to involve a conflict of interest or the appearance of a conflict of interest;

observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Corporation policies;

maintain a high standard of accuracy and completeness in the Corporation’s financial records;

ensure full, fair, timely, accurate and understandable disclosure in the Corporation’s periodic reports;

report any violations of the Code to the Board or Audit Committee;

proactively promote ethical behaviour among peers in his or her work environment; and

10.

maintain the skills appropriate and necessary for the performance of his or her duties.

DISCLOSURE OF CORPORATION INFORMATION

As a result of the Corporation’s status as a public company, it is required to file periodic and other reports with the SEC. The Corporation takes its public disclosure responsibility seriously to ensure that these reports furnish the marketplace with full, fair, accurate, timely and understandable disclosure regarding the financial and business condition of the Corporation. All disclosures contained in reports and documents filed with or submitted to the SEC, or other government agencies, on behalf of the Corporation or contained in other public communications made by the Corporation must be complete and correct in all material respects and understandable to the intended recipient.

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The Senior Officers, in relation to his or her area of responsibility, must be committed to providing timely, consistent and accurate information, in compliance with all legal and regulatory requirements. It is imperative that this disclosure be accomplished consistently during both good times and bad and that all parties in the marketplace have equal or similar access to this information.

All of the Corporation’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Corporation’s transactions, and must conform both to applicable legal requirements and to the Corporation’s system of internal controls. Unrecorded or “off the book” funds, assets or liabilities should not be maintained unless permitted by applicable law or regulation. Senior Officers involved in the preparation of the Corporation’s financial statements must prepare those statements in accordance with generally accepted accounting principles, consistently applied, and any other applicable accounting standards and rules so that the financial statements materially, fairly and completely reflect the business transactions and financial statements and related condition of the Corporation. Further, it is important that financial statements and related disclosures be free of material errors.

Specifically, each Senior Officer must:

familiarize himself or herself with the disclosure requirements generally applicable to the Corporation;

not knowingly misrepresent, or cause others to misrepresent, facts about the Corporation to others, including the Corporation’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials;

to the extent that he or she participates in the creation of the Corporation’s books and records, promote the accuracy, fairness and timeliness of those records; and

in relation to his or her area of responsibility, properly review and critically analyse proposed disclosure for accuracy and completeness.

CONFIDENTIAL INFORMATION

Employees must maintain the confidentiality of confidential information entrusted to them by the Corporation of its customers, suppliers, joint venture partners, or others with whom the Corporation is considering a business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Corporation or its customers or suppliers, if disclosed. It also includes information that suppliers, customers and other parties have entrusted to the Corporation. The obligation to preserve confidential information continues even after employment ends.

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Records containing personal data about employees or private information about customers and their employees are confidential. They are to be carefully safeguarded, kept current, relevant and accurate. They should be disclosed only to authorized personnel or as required by law.

All inquiries regarding the Corporation from non-employees, such as financial analysts and journalists, should be directed to the Board or the Audit Committee. The Corporation’s policy is to cooperate with every reasonable request of government investigators for information. At the same time, the Corporation is entitled to all the safeguards provided by law for the benefit of persons under investigation or accused of wrongdoing, including legal representation. If a representative of any government or government agency seeks an interview or requests access to data or documents for the purposes of an investigation, the Employee should refer the representative to the Board or the Audit Committee. Employees also should preserve all materials, including documents and e-mails that might relate to any pending or reasonably possible investigation.

COMPLIANCE WITH LAWS

The Employees must respect and obey all applicable foreign, federal, state and local laws, rules and regulations applicable to the business and operations of the Corporation.

Employees who have access to, or knowledge of, material nonpublic information from or about the Corporation are prohibited from buying, selling or otherwise trading in the Corporation’s stock or other securities. “Material nonpublic” information includes any information, positive or negative, that has not yet been made available or disclosed to the public and that might be of significance to an investor, as part of the total mix of information, in deciding whether to buy or sell stock or other securities.

Employees also are prohibited from giving “tips” on material nonpublic information, that is directly or indirectly disclosing such information to any other person, including family members, other relatives and friends, so that they may trade in the Corporation’s stock or other securities.

Furthermore, if, during the course of an Employee’s service with the Corporation, he or she acquires material nonpublic information about another company, such as one of our customers or suppliers, or you learn that the Corporation is planning a major transaction with another company (such as an acquisition), the Employee is restricted from trading in the securities of the other company.

REPORTING ACTUAL AND POTENTIAL VIOLATIONS OF THE CODE AND ACCOUNTABILITY FOR COMPLIANCE WITH THE CODE

The Corporation, through the Board or the Audit Committee, is responsible for applying this Code to specific situations in which questions may arise and has the authority to interpret this Code in any particular situation. This Code is not intended to provide a comprehensive guideline for Senior Officers in relation to their business activities with the Corporation. Any Employee may seek clarification on the application of this Code from the Board or the Audit Committee.

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Each Employee must:

notify the Corporation of any existing or potential violation of this Code, and failure to do so is itself a breach of the Code; and

not retaliate, directly or indirectly, or encourage others to do so, against any Employee for reports, made in good faith, of any misconduct or violations of the Code solely because that Employee raised a legitimate ethical issue.

The Board or the Audit Committee will take all action it considers appropriate to investigate any breach of the Code reported to it. All Employees are required to cooperate fully with any such investigations and to provide truthful and accurate information. If the Board or the Audit Committee determines that a breach has occurred, it will take or authorize disciplinary or preventative action as it deems appropriate, after consultation with the Corporation’s counsel if warranted, up to and including termination of employment. Where appropriate, the Corporation will not limit itself to disciplinary action but may pursue legal action against the offending Employee involved. In some cases, the Corporation may have a legal or ethical obligation to call violations to the attention of appropriate enforcement authorities.

Compliance with the Code may be monitored by audits performed by the Board, Audit Committee, the Corporation’s counsel and/or by the Corporation’s outside auditors. All Employees are required to cooperate fully with any such audits and to provide truthful and accurate information.

Any waiver of this Code for any Employee may be made only by the Board or the Audit Committee and will be promptly disclosed to stockholders and others, as required by applicable law. The Corporation must disclose changes to and waivers of the Code in accordance with applicable law.

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Interests of Named Experts and Counsel” and to the use of our audit report dated February 25, 2016 included in the Registration Statement on Form S-1 and related Prospectus of Armeau Brands Inc. for the registration of its common stock.

/s/ SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

SATURNA GROUP CHARTERED PROFESSIONAL ACCOUNTANTS LLP

Vancouver, Canada

March 14, 2016

	Index

Report of Independent Registered Public Accounting Firm	F–1

Balance Sheets	F–2

Statements of Operations	F–3

Statement of Stockholders’ Deficit	F–4

Statements of Cash Flows	F–5

Notes to the Financial Statements	F–6