13D Filing: Mistry Pravin and Avalanche International Corp (AVLP)

(2) See Items 4 and 5 of this Schedule 13D. The Reporting Person is the holder of a Convertible Promissory Note in the amount of $6,166,666, also owns beneficially 100,000 shares of the Class B Shares (as defined below), each share of which after a period of 2 years is convertible, at the option of the Reporting Person, into 100 shares of Common Stock (as defined below) calculated at a conversion rate of $0.50 per share and, lastly is entitled to participate under the Company’s 2016 Stock Incentive Plan.

(3) The above calculations are based on 5,309,200 shares of Common Stock outstanding as of August 3, 2017 (as reported by the Issuer to the Reporting Person on a 10-Q filed August 7, 2017) and assumes conversion of up to $139,421.68 of the Notes held by the Reporting Person beneficially owned by the Reporting Person calculated at a conversion rate of $0.50 per share.

Item 1. Security and Issuer

The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $0.001 per share (the “Common Stock”), of Avalanche International, Corp., a Nevada corporation (the “Company” or the “Issuer”). The address of the Issuer’s principal executive offices is 5940 S. Rainbow Blvd, Las Vegas, NV 89118

Item 2. Identity and Background

(a) – (c) and (f)

This Statement is being filed by Pravin Mistry, a citizen of the United Kingdom (the “Reporting Person” or “Mistry”). The address of the principal executive office of the Reporting Person is 1535 The Melting Point, Apt 117, 7 Firth Street, Huddersfield, West Yorkshire, England HD1 3BZ.

(d) The Reporting Person has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Except for any stock options awarded the Reporting Person under the Company’s 2016 Stock Option Plan, the Common Stock beneficially owned by the Reporting Person was acquired through an exchange of shares of MTIX, Ltd., a company organized under the laws of the United Kingdom, the “Subject Company”. See Item 4 below.

Item 4. Purpose of Transaction

On March 3, 2017, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with MTIX, Ltd., an English company (“MTIX”), and the three (3) current shareholders of MTIX (individually, a “Seller” and collectively, the “Sellers”), one of whom is the Reporting Person and who at the time was a majority shareholder of MTIX. Upon the terms and subject to the conditions set forth in the Exchange Agreement, the Company acquired MTIX from the Sellers through the transfer of all issued and outstanding ordinary shares of MTIX (the “MTIX Shares”) by the Sellers to the Company in exchange (the “Exchange”) for the issuance by the Company of: (a) 7% secured convertible promissory notes (individually, a “Note” and collectively, the “Notes”) in the aggregate principal face amount of $9,500,000 to the Sellers in pro rata amounts commensurate with their current respective ownership percentages of MTIX’s ordinary shares, (b) (i) $500,000 in cash, $100,500 of which had already been paid, and (ii) 100,000 shares of the Company’s newly designated shares of Class B Convertible Preferred Stock (the “Class B Shares”) to the principal shareholder of MTIX (the Reporting Person).