x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
April 30, 2013
|
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ] |
Commission file number 000-53376 |
ETERNITY HEALTHCARE INC.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
75-3268426
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
8755 Ash Street, Suite 1, Vancouver, British Columbia
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V6P 6T3
|
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(Address of principal executive offices)
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(Zip Code)
|
|
Registrant's telephone number, including area code: (855) 324-1110 |
Title of Each Class
|
Name of Each Exchange On Which Registered
|
|
N/A
|
N/A
|
Common Stock, Par Value of $0.001 Per Share
|
||||||
(Title of class)
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.
|
|
Yes
o
No
x
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
|
|
Yes
o
No
x
|
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days.
|
|
Yes
o
No
x
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
|
Yes
x
No
o
|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
|
|
o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
||||||
Yes
o
No
x
|
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
|
|
63,575,000 common shares as of July 19, 2013.
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Item 1.
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Business
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4
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Item 1A.
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Risk Factors
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15
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Item 1B.
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Unresolved Staff Comments
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18
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Item 2.
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Properties
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18
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Item 3.
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Legal Proceedings
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18
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Item 4.
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Mine Safety Disclosures
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19
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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19
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Item 6.
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Selected Financial Data
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20
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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20
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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25
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Item 8.
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Financial Statements and Supplementary Data
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25
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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39
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Item 9A.
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Controls and Procedures
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39
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Item 9B.
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Other Information
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40
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Item 10.
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Directors, Executive Officers and Corporate Governance
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41
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Item 11.
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Executive Compensation
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45
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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48
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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49
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Item 14.
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Principal Accounting Fees and Services
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50
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Item 15.
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Exhibits, Financial Statement Schedules
|
50
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●
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The needle-free market has advantages;
|
●
|
There are specific areas where needle-free holds important advantages;
|
●
|
Professional support will be crucial to success;
|
●
|
There are many applications for needle-free technology, although each must be investigated and the largest payoff areas will be attempted first.
|
●
|
It is the most economical delivery system for insulin for all type 1 diabetics;
|
●
|
It is the only system that provides a lifetime commitment to replace and repair the product;
|
●
|
It is the most accurate delivery system providing the most precise dosage;
|
●
|
It is the most comfortable system with the least skin abrasions and contusions.
|
●
|
Light weight around 300 gr. (Comfort-in
TM
is 160g);
|
●
|
Trustworthy;
|
●
|
High technology material;
|
●
|
Ergonomic: maneuverable, equilibrated, and allows for intensive effortless use;
|
●
|
Esthetic: A modern, highly polished and streamlined device;
|
●
|
Efficient: Incorporated reservoir allows for operation in every position;
|
●
|
Easy to use: The armament is activated by a simple turn of the lever, and the liquid is flushed by pressing the button on the upper part of the machine;
|
●
|
Sterilizable: at 134° Celsius maximum, for 18 minutes, (humid air).
|
●
|
Price reflects focus on professional market;
|
●
|
Specifically designed for professional use.
|
●
|
Medi-Jector Vision Injector;
|
●
|
Injection Supply Start-up Kit - 2 nozzles and 2 vial adapters;
|
●
|
Carrying Case;
|
●
|
Instruction Manual;
|
●
|
Training Video
|
●
|
Antares focuses on the larger market of needle-free that includes all modes of delivery;
|
●
|
They have a successful track record of pharmaceutical collaboration;
|
●
|
They have multiple office sites and abilities;
|
●
|
They are aggressively pursuing markets both collaboratively and alone.
|
●
|
Zogenix is another successful player in this category;
|
●
|
Off patent pharmaceuticals seem to get a new life with novel injector technologies;
|
●
|
A lot of money can be raised in this area with a strong management team
|
●
|
BioJect has a similar product to Comfort-in
TM
;
|
●
|
BioJect are not strong in the pharmaceutical development area;
|
●
|
They do not look healthy and can probably be beaten.
|
●
|
BioValve is quite interesting as the principle is also involved with Valeritas;
|
●
|
They focus on the bigger market of needle-free delivery, not just jet injectors.
|
●
|
Injex is expensive both the device and nozzles;
|
●
|
Injex has an agreement for Canadian distribution;
|
●
|
Injex should be an immediate competitor;
|
●
|
Injex foray into beauty may hurt/help, further study is needed.
|
●
|
Disposable device will attract some pharma companies who are interested in unit dose delivery;
|
●
|
They have a successful track record of pharmaceutical collaboration;
|
●
|
They do not appear to be a large player in the market.
|
●
|
More than 300 injections per hour;
|
●
|
Dose of 0.1 to 1cc (H-III) and 0.02 to 0.3 MBX;
|
●
|
Weight of 0.7 Kg;
|
●
|
Accuracy at 99 % at a dose of 1cc;
|
●
|
Robust; can easily last over 10 years
|
●
|
Variable injection pressure for patient comfort;
|
●
|
Adapter for receiving syringes or even bags.
|
●
|
Currently this is not a competitor.
|
●
|
This company does not appear to be very active.
|
●
|
The founder is a dedicated supporter of helping the third world;
|
●
|
The focus on low cost has the ability to shrink the market if successful;
|
●
|
Zogenix was quoted as saying they wouldn’t survive;
|
●
|
They are not focused on pharmaceutical collaboration, however they have landed deals that focus on the goal of affordable expansion.
|
●
|
the intensity of the gas generator and the nozzle can be adapted to ensure the proper penetration and optimal distribution of the drug in the target tissue;
|
●
|
the pharmaceutical subassembly can be aseptically filled on standard high-throughput syringe filling line;
|
●
|
To date, Crossjet has filed 26 patent family applications and holds over 370 patents granted worldwide.
|
●
|
Crossjet is focused on the European market;
|
●
|
Crossjet has been successful with pharmaceutical collaborations;
|
●
|
Their perceived lack of customization in the consumers’ eyes may turn off some potential partners.
|
●
|
Valeritas has synergy with BioValve;
|
●
|
Valeritas has been successful in collaborations with drug companies;
|
●
|
Valeritas has the ability to provide other novel drug delivery products.
|
●
|
Penjet does not seem to be very active;
|
●
|
Penjet is disposable.
|
●
|
MHP-1 Needle-free Jet Injector which incorporates a 2-step actuation mechanism, electronic dose setting; adaptable for specific formulations, concentrations and dosing systems (e.g. volumetric or gravimetric) digital, easy-to-read dose display;
|
●
|
SQ-PEN Needle-free Jet Injector which incorporates push actuation mechanism, analogue dose setting;
|
●
|
SQ-X Needle-free Jet Injector which incorporates button-based actuation mechanism, analogue dose setting.
|
●
|
This company is not found on the partial list of needle-free injectors and was added as an example of how many other manufacturers there are. This has led to the conclusions below.
|
●
|
support our planned growth and carry out our business plan;
|
●
|
hire top quality personnel for all areas of our business; and
|
●
|
address competing technological and market developments.
|
|
(1)
|
The first trade of our common stock on the OTC Bulletin Board occurred on March 5, 2010. There were no trades until January 23, 2012.
|
Year Ended
April 30,
|
||||||||
2013
|
2012
|
|||||||
Revenue
|
$ | 16,175 | $ | Nil | ||||
Cost of goods sold
|
$ | 5,633 | $ | Nil | ||||
Operating expenses
|
$ | 262,581 | $ | 184,650 | ||||
Net loss
|
$ | (252,039 | ) | $ | (184,650 | ) |
Year Ended
April 30,
|
||||||||
2013
|
2012
|
|||||||
Depreciation
|
$ | 239 | $ | 243 | ||||
General and administrative
|
$ | 91,021 | $ | 19,956 | ||||
Professional fees
|
$ | 127,518 | $ | 84,091 | ||||
Research and development
|
$ | Nil | $ | 80,360 | ||||
Salaries
|
$ | 43,803 | $ | Nil |
Working Deficit
|
||||||||
At
April 30,
|
At
April 30,
|
|||||||
2013
|
2012
|
|||||||
Current Assets
|
$ | 189,440 | $ | 237,756 | ||||
Current Liabilities
|
$ | 767,211 | $ | 585,808 | ||||
Working Deficit
|
$ | (577,771 | ) | $ | (348,052 | ) |
Cash Flows
|
||||||||
Year Ended
April 30,
|
Year Ended
April 30,
|
|||||||
2013
|
2012
|
|||||||
Net Cash Used In Operating Activities
|
$ | (260,441 | ) | $ | (202,316 | ) | ||
Net Cash Used In Investing Activities
|
$ | Nil | $ | Nil | ||||
Net Cash Provided by Financing Activities
|
$ | 195,691 | $ | 372,451 | ||||
Effect of Rates on Cash
|
$ | (5,078 | ) | $ | (2,363 | ) | ||
Increase (Decrease) in Cash During the Period
|
$ | (69,828 | ) | $ | 167,772 |
Description
|
Estimated
Completion
Date
|
Estimated
Expenses
($)
|
||||
Legal and accounting fees
|
12 months
|
100,000 | ||||
Marketing and advertising
|
12 months
|
500,000 | ||||
Employees
|
12 months
|
2,30,000 | ||||
Consulting fees
|
12 months
|
70,000 | ||||
Regulatory approval
|
12 months
|
20,000 | ||||
Travel and administrative expenses
|
12 months
|
80,000 | ||||
Total
|
1,000,000 |
(Expressed in U.S. Dollars)
|
(Expressed in U.S. Dollars)
|
From the
|
||||||||||||
period from
|
||||||||||||
inception on
|
||||||||||||
December 10,
|
||||||||||||
Year ended
|
Year ended
|
2009 to
|
||||||||||
April 30,
|
April 30,
|
April 30,
|
||||||||||
2013
|
2012
|
2013
|
||||||||||
SALES
|
||||||||||||
Product sales
|
$ | 16,175 | $ | − | $ | 16,175 | ||||||
Cost of goods sold
|
5,633 | − | 5,633 | |||||||||
10,542 | − | 10,542 | ||||||||||
EXPENSES
|
||||||||||||
Depreciation
|
239 | 243 | 562 | |||||||||
General and administrative
|
91,021 | 19,956 | 131,281 | |||||||||
Professional fees
|
127,518 | 84,091 | 293,211 | |||||||||
Research and development
|
− | 80,360 | 109,360 | |||||||||
Salaries
|
43,803 | − | 43,803 | |||||||||
262,581 | 184,650 | 578,217 | ||||||||||
NET LOSS FOR THE PERIOD
|
$ | (252,039 | ) | $ | (184,650 | ) | $ | (567,675 | ) | |||
COMPREHENSIVE LOSS
|
||||||||||||
Net loss for the period
|
$ | (252,039 | ) | $ | (184,650 | ) | $ | (567,675 | ) | |||
Foreign currency translation adjustments
|
9,824 | (12,143 | ) | 310 | ||||||||
COMPREHENSIVE LOSS FOR THE PERIOD
|
$ | (242,215 | ) | $ | (196,793 | ) | $ | (567,365 | ) | |||
COMPREHENSIVE LOSS PER SHARE –
|
||||||||||||
BASIC AND DILUTED
|
$ | (0.004 | ) | $ | (0.003 | ) | ||||||
NET LOSS PER SHARE – BASIC AND
|
||||||||||||
DILUTED
|
(0.004 | ) | (0.003 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF
|
||||||||||||
COMMON SHARES OUTSTANDING
|
||||||||||||
– BASIC AND DILUTED
|
63,575,000 | 63,575,000 |
(Expressed in U.S. Dollars)
|
From the
|
||||||||||||
period from
|
||||||||||||
inception on
|
||||||||||||
December 10,
|
||||||||||||
Year ended
|
Year ended
|
2009 to
|
||||||||||
April 30,
|
April 30,
|
April 30,
|
||||||||||
2013
|
2012
|
2013
|
||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Net loss income for the period
|
$ | (252,039 | ) | $ | (184,650 | ) | $ | (567,675 | ) | |||
Adjustments to reconcile net cash provided
|
||||||||||||
by operating activities:
|
||||||||||||
Depreciation
|
239 | 243 | 562 | |||||||||
Expenses paid on behalf of the Company
|
||||||||||||
by related parties
|
− | − | 7,308 | |||||||||
Stock options issued for services
|
12,257 | − | 12,257 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Inventory
|
(12,822 | ) | − | (12,822 | ) | |||||||
Prepaid expenses
|
(16,038 | ) | − | (16,038 | ) | |||||||
Accounts payable and accrued liabilities
|
903 | (6,525 | ) | 6,136 | ||||||||
Account receivable
|
(297 | ) | − | (297 | ) | |||||||
GST/HST receivable
|
7,356 | (11,384 | ) | (4,028 | ) | |||||||
Net cash used in operating activities
|
(260,441 | ) | (202,316 | ) | (574,597 | ) | ||||||
INVESTING ACTIVITIES
|
||||||||||||
Purchase of equipment
|
− | − | (727 | ) | ||||||||
FINANCING ACTIVITIES
|
||||||||||||
Common shares issued for cash
|
− | − | 380 | |||||||||
Proceeds from related party payables
|
195,691 | 372,451 | 783,859 | |||||||||
Repayments on related party payables
|
− | − | (31,673 | ) | ||||||||
Net cash provided by financing activities
|
195,691 | 372,451 | 752,566 | |||||||||
EFFECT OF EXCHANGE RATE CHANGES
|
||||||||||||
ON CASH
|
(5,078 | ) | (2,363 | ) | (20,698 | ) | ||||||
INCREASE (DECREASE) IN CASH
|
(69,818 | ) | 167,772 | 156,544 | ||||||||
CASH, beginning of period
|
226,372 | 58,600 | − | |||||||||
CASH, end of period
|
$ | 156,544 | $ | 226,372 | $ | 156,544 |
(Expressed in U.S. Dollars)
|
Shares
|
Amount
($ 0.001 par)
|
Additional
paid-in capital
|
Accumulated
OCI
|
Accumulated
deficit
|
Total
|
|||||||||||||||||||
Balance as at December 10, 2009 (inception)
|
− | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Common shares issued for cash on December 10, 2009 (Notes 1 and 6)
|
60,000,000 | 60,000 | (59,620 | ) | − | − | 380 | |||||||||||||||||
Currency translation adjustment
|
− | − | − | (914 | ) | − | (914 | ) | ||||||||||||||||
Net loss for the period ended April 30, 2010
|
− | − | − | − | (29,765 | ) | (29,765 | ) | ||||||||||||||||
Balance as at April 30, 2010
|
60,000,000 | 60,000 | (59,620 | ) | (914 | ) | (29,765 | ) | (30,299 | ) | ||||||||||||||
Recapitalization (Notes 1 and 6)
|
3,575,000 | 3,575 | (26,453 | ) | − | − | (22,878 | ) | ||||||||||||||||
Currency translation adjustment
|
− | − | − | 3,543 | − | 3,543 | ||||||||||||||||||
Net loss for the year ended April 30, 2011
|
− | − | − | − | (101,221 | ) | (101,221 | ) | ||||||||||||||||
Balance as at April 30, 2011
|
63,575,000 | 63,575 | (86,073 | ) | 2,629 | (130,986 | ) | (150,855 | ) | |||||||||||||||
Currency translation adjustment
|
− | − | − | (12,143 | ) | − | (12,143 | ) | ||||||||||||||||
Net loss for the year ended April 30, 2012
|
− | − | − | − | (184,650 | ) | (184,650 | ) | ||||||||||||||||
Balance as at April 30, 2012
|
63,575,000 | 63,575 | (86,073 | ) | (9,514 | ) | (315,636 | ) | (347,648 | ) | ||||||||||||||
Value of options issued for services
|
− | − | 12,257 | − | − | 12,257 | ||||||||||||||||||
Currency translation adjustment
|
− | − | − | 9,824 | − | 9,824 | ||||||||||||||||||
Net loss for the year ended April 30, 2013
|
− | − | − | − | (252,039 | ) | (252,039 | ) | ||||||||||||||||
63,575,000 | $ | 63,575 | $ | (73,816 | ) | $ | 310 | $ | (567,675 | ) | $ | (577,606 | ) |
(Expressed in U.S. Dollars)
|
(Expressed in U.S. Dollars)
|
(Expressed in U.S. Dollars)
|
i)
|
Assets and liabilities at the rate of exchange in effect at the balance sheet date; and
|
ii)
|
Revenue and expense items at rate of exchange at the dates on which those elements are recognized.
|
(Expressed in U.S. Dollars)
|
(Expressed in U.S. Dollars)
|
April 30,
|
April 30,
|
|||||||
2013
|
2012
|
|||||||
Raw materials
|
$ | − | $ | − | ||||
Work in progress
|
− | − | ||||||
Finished goods
|
12,822 | − | ||||||
Reserve for obsolescence
|
− | − | ||||||
$ | 12,822 | $ | − |
Accumulated
|
April 30,
|
April 30
|
||||||||||||||
Cost
|
depreciation
|
2013
|
2012
|
|||||||||||||
Computer equipment
|
$ | 727 | $ | 562 | $ | 165 | $ | 404 |
(Expressed in U.S. Dollars)
|
(Expressed in U.S. Dollars)
|
April 30,
|
April 30,
|
|||||||
2013
|
2012
|
|||||||
Deferred tax assets attributable to:
|
||||||||
Current operations
|
$ | 50,000 | $ | 30,045 | ||||
Change in tax rates
|
(1,135 | ) | (2,295 | ) | ||||
Change in valuation allowance
|
(48,865 | ) | (27,750 | ) | ||||
Net refundable amount
|
$ | − | $ | − |
April 30,
|
April 30,
|
|||||||
2013
|
2012
|
|||||||
Net operating loss carryforward
|
$ | 147,397 | $ | 83,900 | ||||
Equipment
|
108 | 20 | ||||||
Less: Valuation allowance
|
(147,505 | ) | (83,920 | ) | ||||
$ | − | $ | − |
●
|
There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the Securities and Exchange Commission;
|
●
|
here are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; and
|
●
|
There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.
|
Name
|
Position Held
with the Company
|
Age
|
Date First Elected or Appointed
|
|||
Hassan Salari
|
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
|
59
|
March 16, 2010
|
|||
Bin Huang
|
Director
|
55
|
January 15, 2013
|
|||
Dominique F. Borrelly
|
Director
|
53
|
January 18, 2013
|
●
|
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.
|
1.
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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;
|
5.
|
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
|
6.
|
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.
|
(a)
|
our principal executive officer;
|
(b)
|
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2013 and 2012; and
|
(c)
|
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 April 30, 2013 and 2012,
|
SUMMARY COMPENSATION TABLE
|
|||||||||||||||||||
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Change in Pension
Value and Nonqualified Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
||||||||||
Hassan Salari
(1)
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
|
2013
2012
|
40,000
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
40,000
Nil
|
||||||||||
Francine Salari
(2)
Former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
|
2013
2012
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
(1)
|
Dr. Hassan Salari was appointed as a director of our company on March 16, 2010 and as president and chief executive officer on July 26, 2012 and as chief financial officer, treasurer and secretary on January 15, 2013.
|
(2)
|
Mrs. Francine Salari resigned as appointed president and chief executive officer of our company on July 26, 2012 and as chief financial officer, treasurer, secretary and director of our company on January 15, 2013.
|
Options Awards
|
Stock Awards
|
|||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market Value
of Shares or
Units of
That Have
Not Vested
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Stock Rights That
Have Not
Vested
(#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
|
|||||||||||||||||
Bin Huang
(1)
|
25,000 | 75,000 | - | 0.80 |
January 15, 2018
|
75,000 | - | - | - | |||||||||||||||||
Dominique F. Borrelly
(2)
|
25,000 | 75,000 | - | 0.80 |
January 18, 2018
|
75,000 | - | - | - |
(1)
|
Bin Huang was appointed as a director of our company on January 15, 2013.
|
(2)
|
Dominique F. Borrelly was appointed as a director of our company on January 18, 2013.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
(1)
|
Percentage of Class
|
||||
Hassan Salari
1517 West 58 Avenue
Vancouver BC V6P 6T3
|
32,674,250 Common
|
51.39 | % | |||
Bin Huang
1199 Seymour Street, Suite 2407
Vancouver, BC V6B 1K3
|
25,000
Common Shares
(2)
|
* | ||||
Dominique F. Borrelly
1393 - 161B Street
Surrey, BC V4A 7L7
|
25,000
Common Shares
(2)
|
* | ||||
Directors and Executive Officers as a Group
|
32,724,250
Common Shares
|
51.39 | % | |||
Francine Salari
1517 West 58 Avenue
Vancouver BC V6P 6T3
|
19,000,005 Common
|
29.88 | % | |||
Other Shareholders
|
19,000,005 Common
|
29.88 | % |
(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 July 19, 2013. As of July 19, 2013, there were 63,575,000 shares of our company’s common stock issued and outstanding.
|
(2)
|
Includes options to acquire an aggregate of 25,000 shares of common stock by each of our directors, Bin Huang and Dominique F. Borrelly, exercisable within 60 days.
|
Year Ended
|
||||||||
April 30, 2013
$
|
April 30, 2012
$
|
|||||||
Audit Fees
|
10,750 | 9,500 | ||||||
Audit Related Fees
|
Nil
|
Nil
|
||||||
Tax Fees
|
Nil
|
Nil
|
||||||
All Other Fees
|
Nil
|
Nil
|
||||||
Total
|
9,500 | 9,500 |
(a)
|
Financial Statements
|
(1)
|
Financial statements for our company are listed in the index under Item 8 of this document;
|
(2)
|
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
|
(b)
|
Exhibits
|
*
|
Filed herewith.
|
**
|
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
|
ETERNITY HEALTHCARE INC.
|
||
(Registrant)
|
||
Dated: August 8, 2013
|
/s/ Hassan Salari
|
|
Hassan Salari
|
||
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
Dated: August 8, 2013
|
/s/ Hassan Salari
|
|
Hassan Salari
|
||
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
|
||
Dated: August 8, 2013
|
/s/ Bin Huang
|
|
Bin Huang
|
||
Director
|
||
Dated: August 8, 2013
|
/s/ Dominique F. Borrelly
|
|
Dominique F. Borrelly
|
||
Director
|
|
(a)
|
construe and interpret this Plan;
|
|
(b)
|
define the terms used in the Plan;
|
|
(c)
|
prescribe, amend and rescind the rules and regulations relating to this Plan;
|
|
(d)
|
correct any defect, supply any omission or reconcile any inconsistency in this Plan;
|
|
(e)
|
grant Options under this Plan;
|
|
(f)
|
determine the individuals to whom Options shall be granted under this Plan and whether the Option is granted as an Incentive Stock Option or a Non-Qualified Stock Option;
|
|
(g)
|
determine the time or times at which Options shall be granted under this Plan;
|
|
(h)
|
determine the number of Common Shares subject to each Option, the exercise price of each Option, the duration of each Option and the times at which each Option shall become exercisable;
|
|
(i)
|
determine all other terms and conditions of the Options; and
|
|
(j)
|
make all other determinations and interpretations necessary and advisable for the administration of the Plan.
|
|
(a)
|
Number of Shares and Type of Option
Each Agreement shall state the number of Common Shares to which it pertains and whether the Option is intended to be an Incentive Stock Option or a Non-Qualified Stock Option;
provided that
:
|
|
(i)
|
the number of Common Shares that may be reserved pursuant to the exercise of Options granted to any person shall not exceed 5% of the issued and outstanding Common Shares of the Corporation;
|
|
(ii)
|
in the absence of action to the contrary by the Plan Administrator in connection with the grant of an Option, all Options shall be Non-Qualified Stock Options;
|
|
(iii)
|
the aggregate fair market value (determined at the Date of Grant, as defined below) of the Common Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (granted under this Plan and all other Incentive Stock Option plans of the Corporation, a Related Corporation or a predecessor corporation) shall not exceed U.S.$100,000, or such other limit as may be prescribed by the Code as it may be amended from time to time (the “Annual Limit”); and
|
|
(iv)
|
any portion of an Option which exceeds the Annual Limit shall not be void but rather shall be a Non-Qualified Stock Option.
|
|
(b)
|
Date of Grant
Each Agreement shall state the date the Plan Administrator has deemed to be the effective date of the Option for purposes of this Plan (the “Date of Grant”).
|
|
(c)
|
Option Price
Each Agreement shall state the price per Common Share at which it is exercisable. The Plan Administrator shall act in good faith to establish the exercise price in accordance with Applicable Laws;
provided
that:
|
|
(i)
|
the per share exercise price for an Incentive Stock Option or any Option granted to a “covered employee” as such term is defined for purposes of Section 162(m) of the Code shall not be less than the fair market value per Common Share at the Date of Grant as determined by the Plan Administrator in good faith;
|
|
(ii)
|
with respect to Incentive Stock Options granted to greater-than-ten percent (>10%) shareholders of the Corporation (as determined with reference to Section 424(d) of the Code), the exercise price per share shall not be less than one hundred ten percent (110%) of the fair market value per Common Share at the Date of Grant as determined by the Plan Administrator in good faith; and
|
|
(iii)
|
Options granted in substitution for outstanding options of another corporation in connection with the merger, consolidation, acquisition of property or stock or other reorganization involving such other corporation and the Corporation or any subsidiary of the Corporation may be granted with an exercise price equal to the exercise price for the substituted option of the other corporation, subject to any adjustment consistent with the terms of the transaction pursuant to which the substitution is to occur.
|
|
(d)
|
Duration of Options
At the time of the grant of the Option, the Plan Administrator shall designate, subject to Section 5.1(g) below, the expiration date of the Option, which date shall not be later than five (5) years from the Date of Grant;
provided
, that the expiration date of any Incentive Stock Option granted to a greater-than-ten percent (>10%) shareholder of the Corporation (as determined with reference to Section 424(d) of the Code) shall not be later than five (5) years from the Date of Grant. In the absence of action to the contrary by the Plan Administrator in connection with the grant of a particular Option, and except in the case of Incentive Stock Options as described above, all Options granted under this Section 5 shall expire five (5) years from the Date of Grant.
|
|
(e)
|
Vesting Schedule
No Option shall be exercisable until it has vested. The vesting schedule for each Option shall be specified by the Plan Administrator at the time of grant of the Option prior to the provision of services with respect to which such Option is granted.
The Plan Administrator may specify a vesting schedule for all or any portion of an Option based on the achievement of performance objectives established in advance of the commencement by the Optionee of services related to the achievement of the performance objectives. Performance objectives shall be expressed in terms of objective criteria, including but not limited to, one or more of the following: return on equity, return on assets, share price, market share, sales, earnings per share, costs, net earnings, net worth, inventories, cash and cash equivalents, gross margin or the Corporation’s performance relative to its internal business plan. Performance objectives may be in respect of the performance of the Corporation as a whole (whether on a consolidated or unconsolidated basis), a Related Corporation, or a subdivision, operating unit, product or product line of either of the foregoing. Performance objectives may be absolute or relative and may be expressed in terms of a progression or a range. An Option that is exercisable (in full or in part) upon the achievement of one or more performance objectives may be exercised only following written notice to the Optionee and the Corporation by the Plan Administrator that the performance objective has been achieved.
|
|
(f)
|
Acceleration of Vesting
The vesting of one or more outstanding Options may be accelerated by the Plan Administrator at such times and in such amounts as it shall determine in its sole discretion.
|
|
(g)
|
Term of Option
|
|
(i)
|
Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events:
|
|
A.
|
the expiration of the Option, as designated by the Plan Administrator in accordance with Section 5.1(d) above;
|
|
B.
|
the date of an Optionee’s termination of employment or contractual relationship with the Corporation or any Related Corporation for cause (as determined by the Plan Administrator, acting reasonably);
|
|
C.
|
the expiration of three (3) months from the date of an Optionee’s termination of employment or contractual relationship with the Corporation or any Related Corporation for any reason whatsoever other than cause, death or Disability (as defined below) unless, in the case of a Non-Qualified Stock Option, the exercise period is extended by the Plan Administrator until a date not later than the expiration date of the Option; or
|
|
D.
|
the expiration of one year (1) from termination of an Optionee’s employment or contractual relationship by reason of death or Disability (as defined below) unless, in the case of a Non-Qualified Stock Option, the exercise period is extended by the Plan Administrator until a date not later than the expiration date of the Option.
|
|
(ii)
|
Notwithstanding Section 5.1(g)(i) above, any vested Options which have been granted to the Optionee in the Optionee’s capacity as a director of the Corporation or any Related Corporation shall terminate upon the occurrence of the first of the following events:
|
|
A.
|
the event specified in Section 5.1(g)(i)A above;
|
|
B.
|
the event specified in Section 5.1(g)(i)D above; and
|
|
C.
|
the expiration of three (3) months from the date the Optionee ceases to serve as a director of the Corporation or Related Corporation, as the case may be unless, in the case of a Non-Qualified Stock Option, the exercise period is extended by the Plan Administrator until a date not later than the expiration date of the Option.
|
|
(iii)
|
Upon the death of an Optionee, any vested Options held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and distribution of the Optionee’s domicile at the time of death and only until such Options terminate as provided above.
|
|
(iv)
|
For purposes of the Plan, unless otherwise defined in the Agreement, “Disability” shall mean medically determinable physical or mental impairment which has lasted or can be expected to last for a continuous period of not less than twelve (12) months or that can be expected to result in death. The Plan Administrator shall determine whether an Optionee has incurred a Disability on the basis of medical evidence acceptable to the Plan Administrator. Upon making a determination of Disability, the Plan Administrator shall, for purposes of the Plan, determine the date of an Optionee’s termination of employment or contractual relationship.
|
|
(v)
|
Unless accelerated in accordance with Section 5.1(f) above, unvested Options shall terminate immediately upon termination of employment of the Optionee by the Corporation for any reason whatsoever, including death or Disability.
|
|
(vi)
|
For purposes of this Plan, transfer of employment between or among the Corporation and/or any Related Corporation shall not be deemed to constitute a termination of employment with the Corporation or any Related Corporation. Employment shall be deemed to continue while the Optionee is on military leave, sick leave or other
bona fide
leave of absence (as determined by the Plan Administrator). The foregoing notwithstanding, employment shall not be deemed to continue beyond the first ninety (90) days of such leave, unless the Optionee’s re-employment rights are guaranteed by statute or by contract.
|
|
(h)
|
Exercise of Options
|
|
(i)
|
Options shall be exercisable, in full or in part, at any time after vesting, until termination. If less than all of the Common Shares included in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of the Option term. Only whole Common Shares may be issued pursuant to an Option, and to the extent that an Option covers less than one (1) share, it is unexercisable.
|
|
(ii)
|
Options or portions thereof may be exercised by giving written notice to the Corporation, which notice shall specify the number of Common Shares to be purchased, and be accompanied by payment in the amount of the aggregate exercise price for the Common Shares so purchased, which payment shall be in the form specified in Section 5.1(i) below. The Corporation shall not be obligated to issue, transfer or deliver a certificate representing Common Shares to the Holder of any Option, until provision has been made by the Holder, to the satisfaction of the Corporation, for the payment of the aggregate exercise price for all Common Shares for which the Option shall have been exercised and for satisfaction of any tax withholding obligations associated with such exercise. During the lifetime of an Optionee, Options are exercisable only by the Optionee.
|
|
(i)
|
Payment upon Exercise of Option
Upon the exercise of any Option, the aggregate exercise price shall be paid to the Corporation in cash or by certified or cashier’s check. In addition, if pre-approved in writing by the Plan Administrator who may arbitrarily withhold consent, the Holder may pay for all or any portion of the aggregate exercise price by complying with one or more of the following alternatives:
|
|
(i)
|
by delivering a properly executed exercise notice together with irrevocable instructions to a broker promptly to sell or margin a sufficient portion of the Common Shares and deliver directly to the Corporation the amount of sale or margin loan proceeds to pay the exercise price; or
|
|
(ii)
|
by complying with any other payment mechanism approved by the Plan Administrator at the time of exercise.
|
|
(j)
|
No Rights as a Shareholder
A Holder shall have no rights as a shareholder of the Corporation with respect to any Common Shares covered by an Option until such Holder becomes a record holder of such Common Shares, irrespective of whether such Holder has given notice of exercise. Subject to the provisions of Section 5.1(m) hereof, no rights shall accrue to a Holder and no adjustments shall be made on account of dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights declared on, or created in, the Common Shares for which the record date is prior to the date the Holder becomes a record holder of the Common Shares covered by the Option, irrespective of whether such Holder has given notice of exercise.
|
|
(k)
|
Non-transferability of Options
Options granted under this Plan and the rights and privileges conferred by this Plan may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by this Plan contrary to the provisions hereof, or upon the sale, levy or any attachment or similar process upon the rights and privileges conferred by this Plan, such Option shall thereupon terminate and become null and void.
|
|
(l)
|
Securities Regulation and Tax Withholding
|
|
(i)
|
Common Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such Common Shares shall comply with all Applicable Laws, and such issuance shall be further subject to the approval of counsel for the Corporation with respect to such compliance, including the availability of an exemption from prospectus and registration requirements for the issuance and sale of such Common Shares. The inability of the Corporation to obtain from any regulatory body the authority deemed by the Corporation to be necessary for the lawful issuance and sale of any Common Shares under this Plan, or the unavailability of an exemption from prospectus and registration requirements for the issuance and sale of any Common Shares under this Plan, shall relieve the Corporation of any liability with respect to the non-issuance or sale of such Common Shares.
|
|
(ii)
|
As a condition to the exercise of an Option, the Plan Administrator may require the Holder to represent and warrant in writing at the time of such exercise that the Common Shares are being purchased only for investment and without any then-present intention to sell or distribute such Common Shares. If necessary under Applicable Laws, the Plan Administrator may cause a stop-transfer order against such Common Shares to be placed on the stock books and records of the Corporation, and a legend indicating that the Common Shares may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any Applicable Laws, may be stamped on the certificates representing such Common Shares in order to assure an exemption from registration. The Plan Administrator also may require such other documentation as may from time to time be necessary to comply with applicable securities laws. THE CORPORATION HAS NO OBLIGATION TO UNDERTAKE REGISTRATION OF OPTIONS OR THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF OPTIONS.
|
|
(iii)
|
The Holder shall pay to the Corporation by certified or cashier’s check, promptly upon exercise of an Option or, if later, the date that the amount of such obligations becomes determinable, all applicable federal, state, local and foreign withholding taxes that the Plan Administrator, in its discretion, determines to result upon exercise of an Option or from a transfer or other disposition of Common Shares acquired upon exercise of an Option or otherwise related to an Option or Common Shares acquired in connection with an Option. Upon approval of the Plan Administrator, a Holder may satisfy such obligation by complying with one or more of the following alternatives selected by the Plan Administrator:
|
|
A.
|
by delivering to the Corporation Common Shares previously held by such Holder or by the Corporation withholding Common Shares otherwise deliverable pursuant to the exercise of the Option, which Common Shares received or withheld shall have a fair market value at the date of exercise (as determined by the Plan Administrator) equal to any withholding tax obligations arising as a result of such exercise, transfer or other disposition; or
|
|
B.
|
by complying with any other payment mechanism approved by the Plan Administrator from time to time.
|
|
(iv)
|
The issuance, transfer or delivery of certificates representing Common Shares pursuant to the exercise of Options may be delayed, at the discretion of the Plan Administrator, until the Plan Administrator is satisfied that the applicable requirements of all Applicable Laws and the withholding provisions of the Code have been met and that the Holder has paid or otherwise satisfied any withholding tax obligation as described in Section 5.1(l)(iii) above.
|
|
(m)
|
Adjustments Upon Changes In Capitalization
|
|
(i)
|
The aggregate number and class of shares for which Options may be granted under this Plan, the number and class of shares covered by each outstanding Option, and the exercise price per share thereof (but not the total price), and each such Option, shall all be proportionately adjusted for any increase or decrease in the number of issued Common Shares of the Corporation resulting from:
|
|
A.
|
a subdivision or consolidation of Common Shares or any like capital adjustment, or
|
|
B.
|
the issuance of any Common Shares, or securities exchangeable for or convertible into Common Shares, to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than the issue of Common Shares, or securities exchangeable for or convertible into Common Shares, to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares, or securities convertible into Common Shares, in lieu of dividends paid in the ordinary course on the Common Shares).
|
|
(ii)
|
Except as provided in Section 5.1(m)(iii) hereof, upon a merger (other than a merger of the Corporation in which the holders of Common Shares immediately prior to the merger have the same proportionate ownership of common shares in the surviving corporation immediately after the merger), consolidation, acquisition of property or stock, separation, reorganization (other than a mere re-incorporation or the creation of a holding Corporation) or liquidation of the Corporation, as a result of which the shareholders of the Corporation, receive cash, shares or other property in exchange for or in connection with their Common Shares, any Option granted hereunder shall terminate, but the Holder shall have the right to exercise such Holder’s Option immediately prior to any such merger, consolidation, acquisition of property or shares, separation, reorganization or liquidation, and to be treated as a shareholder of record for the purposes thereof, to the extent the vesting requirements set forth in the Option agreement have been satisfied.
|
|
(iii)
|
If the shareholders of the Corporation receive shares in the capital of another corporation ("Exchange Shares") in exchange for their Common Shares in any transaction involving a merger (other than a merger of the Corporation in which the holders of Common Shares immediately prior to the merger have the same proportionate ownership of Common Shares in the surviving corporation immediately after the merger), consolidation, acquisition of property or shares, separation or reorganization (other than a mere re-incorporation or the creation of a holding Corporation), all Options granted hereunder shall be converted into options to purchase Exchange Shares unless the Corporation and the corporation issuing the Exchange Shares, in their sole discretion, determine that any or all such Options granted hereunder shall not be converted into options to purchase Exchange Shares but instead shall terminate in accordance with, and subject to the Holder’s right to exercise the Holder’s Options pursuant to, the provisions of Section 5.1(m)(ii). The amount and price of converted options shall be determined by adjusting the amount and price of the Options granted hereunder in the same proportion as used for determining the number of Exchange Shares the holders of the Common Shares receive in such merger, consolidation, acquisition or property or stock, separation or reorganization. Unless accelerated by the Board, the vesting schedule set forth in the option agreement shall continue to apply to the options granted for the Exchange Shares.
|
|
(iv)
|
In the event of any adjustment in the number of Common Shares covered by any Option, any fractional shares resulting from such adjustment shall be disregarded and each such Option shall cover only the number of full shares resulting from such adjustment.
|
|
(v)
|
All adjustments pursuant to Section 5.1(m) shall be made by the Plan Administrator, and its determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.
|
|
(vi)
|
The grant of an Option shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, consolidate or dissolve, to liquidate or to sell or transfer all or any part of its business or assets.
|
Lease Agreement | Page 1 |
|
a)
|
The tenant find a suitable person (agreeable to the Landlord) to assume the remaining contract and pays similar rent per month, or
|
|
b)
|
The Tenant shall pay two additional months of rent, as of the date of written notice. Although the Tenant will pay two extra months, the last month he/she shall not use the premises (leave the property completely while paying one month rent).
|
|
c)
|
Termination due to demolition. In the event of demotion, Landlord has rights to terminate this rental agreement by giving the Tenant three months notice.
|
|
d)
|
Automatic Renewal. Unless provide notice by written by either Tenant or the Landlord, this Agreement will automatically renew annually. All terms and clauses of this agreement shall apply to any additional years.
|
Lease Agreement | Page 2 |
|
1.
|
Comply with all obligations primarily imposed upon tenant by applicable provisions of house codes materially affecting health and safety.
|
|
2.
|
Keep that part of the premises that he occupies and uses as clean and safe as the condition of the premises permit.
|
|
3.
|
Dispose from his dwelling unit all rubbish, garbage, and other waste in a clean and safe manner
|
|
4.
|
Keep all plumbing fixtures in a dwelling unit or used by the tenant as clean as its condition permits
|
|
5.
|
Use in a reasonable manner all electrical, plumbing, sanitary, heating, ventilating, air-conditioning, and other facilities in the premises.
|
|
6.
|
Not deliberately or negligently destroy, deface damage, impair, or remove any part of the premises or knowingly permit any person to do so.
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7.
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Conduct him/her and require other persons on the premises with his consent to conduct them in a manner that will disturb his neighbour's peaceful enjoyment of the premises.
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Lease Agreement | Page 3 |
Accepted this 22 day of June 2013 | ||
Kinexus Bioinformatic Ltd, Landlord | ||
/s/ Hassan Salari | ||
Eternity Healthcare Inc., Tenant
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||
Name:
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HASSAN SALARI |
Lease Agreement | Page 4 |
·
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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
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·
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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;
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·
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compliance with applicable governmental laws, rules and regulations;
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·
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the prompt internal reporting of violations of the Code; and
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·
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accountability for adherence to the Code.
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1.
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act with integrity, including being honest and candid while still maintaining the confidentiality of information when required or consistent with the Corporation’s policies;
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2.
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avoid violations of the Code, including actual or apparent conflicts of interest with the Corporation in personal and professional relationships;
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3.
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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;
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4.
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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;
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5.
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observe both the form and spirit of laws and governmental rules and regulations, accounting standards and Corporation policies;
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6.
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maintain a high standard of accuracy and completeness in the Corporation’s financial records;
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7.
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ensure full, fair, timely, accurate and understandable disclosure in the Corporation’s periodic reports;
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8.
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report any violations of the Code to the Board or Audit Committee;
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9.
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proactively promote ethical behaviour among peers in his or her work environment; and
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10.
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maintain the skills appropriate and necessary for the performance of his or her duties.
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1.
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familiarize himself or herself with the disclosure requirements generally applicable to the Corporation;
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2.
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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;
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3.
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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
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4.
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in relation to his or her area of responsibility, properly review and critically analyse proposed disclosure for accuracy and completeness.
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1.
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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
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2.
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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.
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I, Hassan Salari, certify that:
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||
1
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I have reviewed this Annual Report on Form 10-K of Eternity Healthcare Inc.;
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2
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Hassan Salari
|
Hassan Salari
|
President, Chief Executive Officer, Chief Financial
Officer, Treasurer, Secretary and Director
|
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
|
(1)
|
the Annual Report on Form 10-K of Eternity Healthcare Inc. for the year ended April 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Eternity Healthcare Inc.
|
Dated: August 8, 2013
|
||||
/s/ Hassan Salari
|
||||
Hassan Salari
|
||||
President, Chief Executive Officer, Chief Financial
Officer, Treasurer, Secretary and Director
|
||||
(Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
|
||||
Eternity Healthcare Inc.
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