Avalanche International, Corp. (OTCPK:AVLP) entered into a binding letter of intent to acquire J.S. Technologies, Inc. from group of shareholders for $11 million on June 12, 2015. The shareholders of J.S. Technologies include Steve Smith, John Suhr, Aura Suhr, Jamie Laura, Kuntaku Sei, Tatsuo Okada, John Wolfe, Jeff Wolfe and Adam Roller.

Under the terms of the letter of intent, shareholders of J.S. Technologies have an option to receive consideration either in cash, new convertible preferred stock or combination of both. Avalanche International will issue 2.75 million Class B Convertible Preferred Stock. The transaction includes a termination fees of $0.25 million for both the parties.

The deal is subject to approval by Board of Avalanche and J.S. Technologies, execution of definitive agreement, approval by atleast 65% shareholders of J.S. Technologies, approval by shareholders of Avalanche, consummation of financial audit, obtaining additional financing through debt and/or equity financing arrangements and consummation of agreement with S&J Design Labs, LLC. The deal is expected to close in 120 days from the date of the letter of intent or 60 days after delivery of audited financial statements for J.S. Technologies. On August 4, 2015, Avalanche entered into a Secured Promissory Note with JS Technologies.

The company will lend up to $0.4 million in order to provide short-term financing pending our intended acquisition of JS. As of October 7, 2015, Avalanche International, Corp has accepted the PCAOB audit of JS Technologies, Inc. which was done by RJI International. As of January 26, 2016, Avalanche announced that it has received multiple term sheets inclusive of both equity and debt financing containing a clause that will require Avalanche to either sell or divest its wholly-owned subsidiary, Smith and Ramsay Brands along with Puff Systems and all its interest in the Vape marketplace.