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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 6-K



REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934


For the month of:  March 2015


Commission File Number:  000-51848


Vanc Pharmaceuticals Inc.

(Translation of Registrant’s name into English)


#615 – 800 West Pender Street Vancouver, B C V6C 2V6

 (Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F þ Form 40-F o

 

Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   o


Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.


Indicate by check mark if the Registrant is submitting this Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   o


Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.




SEC 1815 (04-09)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.





1



Safe Harbor Statement


This Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the registrant and its business. Forward-looking statements are statements that are not historical facts and may be identified by the use of forward-looking terminology, including the words “believes,” “expects,” “intends,” “may,” “will,” “should” or comparable terminology. Such forward-looking statements are based upon the current beliefs and expectations of the registrant’s management and are subject to risks and uncertainties which could cause actual results to differ materially from the forward-looking statements.


Forward-looking statements are not guarantees of future performance and actual results of operations, financial condition and liquidity, and developments in the industry may differ materially from those made in or suggested by the forward-looking statements contained in this Form 6-K. These forward-looking statements are subject to numerous risks, uncertainties and assumptions. The forward-looking statements in this Form 6-K speak only as of the date of this report and might not occur in light of these risks, uncertainties, and assumptions. The registrant undertakes no obligation and disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


Exhibits


The following exhibits are included in this Form 6-K:


99.1  

Cover letter – March 6, 2015

99.2

Auditor Letter – March 6, 2015

99.3  

Successor Auditor Letter – March 6, 2015

99.4

News Release – March 6, 2015

99.5

Notice – March 6, 2015

99.6

News Release – March 12, 2015





SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

NUVA Pharmaceuticals Inc.

 

 

 

 

 

Date:  July 31, 2015

By:

Aman Parmar

 

 

 

Aman Parmar, Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 



2




Exhibit 99.1

[ex991001.jpg]


March 6, 2015

VIA SEDAR

TO:

BC Securities Commission Alberta Securities Commission TSX Venture Exchange

Dear Sirs/Mesdames:

Re:

VANC Pharmaceuticals Inc. (the Company) Notice of Change of Auditor

Under National Instrument 51102, we advise that the Company’s auditor, MNP LLP, Chartered Accountants (the “former auditor”), has resigned and that the Company appointed Smythe Ratcliffe, Chartered Accountant (the “successor auditor”), effective March 6, 2015.

Please find enclosed the following:

1

Notice of Change of Auditor dated March 6, 2015 (the “Notice”), a copy of which has been delivered to each of the former and successor auditor;

2

Letter from the former auditor dated March 6, 2015, a copy of which has been delivered to the successor auditor; and

3

Letter from the successor auditor dated March 6, 2015, a copy of which has been delivered to the former auditor.


We confirm that the Company’s Board of Directors has reviewed the Notice, the letter from the former auditor, and the letter from the successor auditor.

Yours truly,


VANC PHARMACEUTICALS INC.

SIGNED: “Aman Parmar

Aman Parmar Director

[ex991002.jpg] 





Exhibit 99.2

 [ex992002.gif]

 

March 5, 2015

 

 

 

 

British Columbia Securities Commission

Alberta Securities Commission

Ontario Securities Commission  

 

 

Dear Sirs/Mesdames:

 

Subject: Vanc Pharmaceuticals Inc. (the “Company”)

  Notice Pursuant to NI 51-102 Change of Auditor  

 

Pursuant to Section 4.11 of National Instrument 51102 of the Canadian Securities Administrators, we hereby confirm our agreement with the information contained in the Notice of Change of Auditor dated March 4, 2015 sent to us by the Company based on our knowledge of the information at this date.

 

Sincerely,  

 

 [ex992004.gif]

 

MNP LLP

 

 

 

 

 





Exhibit 99.3


[ex993002.gif]

 

 

 

March 3, 2015

 

 

British Columbia Securities Commission

TSX Venture Exchange

PO Box 10142, Pacific Centre

PO Box 11633

701 West Georgia Street

2700 650 West Georgia Street

Vancouver, BC  V7Y 1L2

Vancouver, BC  V6B 4N9

 

Alberta Securities Commission  

600 250 Fifth Street SW  

Calgary, AB  T2P 0R4  

 

Dear Sirs:

 

Re: Vanc Pharmaceuticals Inc. (formerly Nuva Pharmaceuticals Inc.) (the “Company”)

 Change of Auditor

 

We are writing in accordance with Section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”).  We wish to confirm that we have read the Notice of Change of Auditor of the Company dated March 3, 2015 and that based on our current knowledge we are in agreement with the information contained in such Notice.

 

Yours very truly,

 

 [ex993004.gif]

 

Chartered Accountants





Exhibit 99.4


[ex994002.gif]


VANC Pharmaceuticals Announces Change of Auditor


March 6, 2015 – VANC Pharmaceuticals Inc. (“VANC” or the “Company”) ”), a pharmaceutical company focused on the Canadian generic drug and over-the-counter (OTC) markets, announces that the board of directors of the Company has appointed Smythe Ratcliffe LLP, Chartered Accountants as the Company’s new auditors, replacing MNP LLP, Chartered Accountants.  The Company has filed a Notice of Change of Auditors in respect of this change under its profile on SEDAR at www.sedar.com



On behalf of:


VANC Pharmaceuticals Inc.


Arun Nayyar,

President and CEO

anayyar@vancpharm.com


Cautionary Note Regarding Forward-looking Statements: Information in this press release that involves VANC’s expectations, lans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. VANC generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. The forward-looking statements in this release are based upon information available to VANC as of the date of this release, and VANC assumes no obligation to update any such forward-looking statements. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of VANC and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.



Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.




Exhibit 99.5

NOTICE OF CHANGE OF AUDITOR

 

VANC PHARMACEUTICALS INC. (the “Company”)

Given pursuant to National Instrument 51-102 of Canadian Provincial Securities Administration regarding appointment of Smythe Ratcliffe LLP, Chartered Accountants as auditors of the Company.

The Company proposes to change its auditor from MNP LLP of 2300 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1J1 to Smythe Ratcliffe of 700 355 Burrard Street, Vancouver, British Columbia V6C 2G8 effective as of the 6th day of March, 2015. The former auditor resigned at the Companys request.

The termination of the former auditor and the recommendation to appoint the successor auditor has been approved by the Companys Board of Directors.

There were no reportable events between the Company and MNP LLP.

Attached hereto, as Schedule “A” and Schedule “B”, are copies of the letters from the former and successor auditors, respectively.

Dated this 6th day of March, 2015.

Signed: “Aman Parmar

Aman Parmar

Director





 


Exhibit 99.6


[ex996002.gif]


VANC Pharmaceuticals Provides Corporate Update and Announces $2,000,000 in Proceeds from Warrant Exercises


March 12, 2015 – VANC Pharmaceuticals Inc. (“VANC” or the “Company”), a pharmaceutical company focused on the Canadian generic drug and over-the-counter (OTC) markets, is pleased to announce that the Company has received $2,000,000 in proceeds from the exercise of warrants.  


“This injection of capital will assist us in two key areas of our Company as it puts us in a position to ramp up our Sales and Marketing team and allows for additional product acquisitions,” said Arun Nayyar, CEO of Vanc.  “We expect to begin shipping in Q2-2015 and have spent considerable time reviewing several product acquisitions that fit into our existing portfolio of generics and OTC products.”


The Company expects initial inventory for 30 generic molecules to be delivered in early Q2-2015 and will commence manufacturing on the OTC products in Q2-2015 as well.


There are no material changes to report at this time.  Additional updates on will be provided as they become available.



On behalf of:


VANC Pharmaceuticals Inc.


Aman Parmar,

CFO and Director

aparmar@vancpharm.com


Cautionary Note Regarding Forward-looking Statements: Information in this press release that involves VANC’s expectations, lans, intentions or strategies regarding the future are forward-looking statements that are not facts and involve a number of risks and uncertainties. VANC generally uses words such as “outlook,” “will,” “could,” “would,” “might,” “remains,” “to be,” “plans,” “believes,” “may,” “expects,” “intends,” “anticipates,” “estimate,” “future,” “plan,” “positioned,” “potential,” “project,” “remain,” “scheduled,” “set to,” “subject to,” “upcoming,” and similar expressions to help identify forward-looking statements. The forward-looking statements in this release are based upon information available to VANC as of the date of this release, and VANC assumes no obligation to update any such forward-looking statements. Forward-looking statements believed to be true when made may ultimately prove to be incorrect. These statements are not guarantees of the future performance of VANC and are subject to risks, uncertainties and other factors, some of which are beyond its control and may cause actual results to differ materially from current expectations.



Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.


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