Nevada
|
333-166487
|
N/A
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
of Incorporation)
|
Identification Number)
|
|
9595 Wilshire Blvd., Suite 900
Beverly Hills, California 90212
(Address of principal executive offices)
Telephone Number
786-514-6512
(Registrant’s Facsimile Number)
|
||
ITEM 5.02
|
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS
|
§
|
Hot flashes
|
§
|
Vaginal dryness that can result in painful intercourse
|
§
|
Other problematic symptoms of menopause, such as night sweats and dry, itchy skin
|
§
|
Active or past breast cancer
|
§
|
Recurrent or active endometrial cancer
|
§
|
Abnormal vaginal bleeding
|
§
|
Recurrent or active blood clots
|
§
|
History of stroke
|
§
|
Liver disease
|
§
|
Known or suspected pregnancy
|
§
|
Monthly bleeding
|
§
|
Irregular spotting
|
§
|
Breast tenderness
|
§
|
Blood clots and stroke (rare, but the most serious risk)
|
§
|
Fluid retention
|
§
|
Headaches (including migraine)
|
§
|
Dizziness
|
§
|
Skin discoloration (brown or black patches)
|
§
|
Increased breast density (making mammogram evaluation more difficult)
|
§
|
Skin irritation under estrogen patch
|
Estrogen Types:
|
Brand Names:
|
Pills
|
Cenestin, Estrinyl, Estrace, Menest, Ogen, Premarin
|
Cream
|
Estrace, Ogen, Ortho, Dienestrol, Premarin
|
Vaginal ring
|
Estring, Femring
|
Vaginal tablet
|
Vagifem
|
Patch
|
Alora, Climara, Esclim, Esraderm, Vivelle-Dot
|
Progestin Types:
|
Brand Names:
|
Pills/Capsules
|
Amen, Aygestin, Curretab, Cycrin, Megace, Prometrium, Provera
|
Vaginal Gel
|
Prochieve progesterone gel 4%, 8%
|
Combination Types:
|
Brand Names:
|
Pills
|
Activella, FemHRT, Ortho-Prefast, Premphase, Prempro, low-dose Prempro
|
Patch
|
CombiPatch, Climara-Pro
|
a.
|
On September 22, 2005, the Founders retained Cislo to file a US Provisional Patent Application Ser. No. 60/719,756.
|
b.
|
On March 29, 2006, The Founders retained Cislo to conduct a search of Prior Art as it pertained to the Company’s U.S. Provisional Application Ser. No. 60/719,756. A copy of the Prior Art Search Letter is attached hereto as Exhibit 99.2.
|
c.
|
On September 19, 2006, The Founders and the Company entered into a Patent Assignment, whereby the US Provisional Patent Application Ser. No. 60/719,756 was assigned exclusively to the Company. The Patent Assignment was subsequently filed with the USPTO, and is attached hereto as Exhibit 10
.
8.
|
d.
|
On September 22, 2006, the Company filed US Patent Application Ser. No. 11/523,975. The USPTO Published US 2007/0066603 A1 Patent Application on the date of March 22, 2007.. A copy of the Abstract of US Patent Application 11/523,975 and the Published US 2007/0066603 A1 is attached herewith as Exhibit 99.1
.
|
e.
|
F
rom the date of March 23, 2007 to September the Company has maintained its responses to Actions by the USPTO as they pertain to US Patent Application Ser. No. 11/523,975
|
f.
|
On September 14, 2012, the Company entered into a Retainer Agreement with Cislo to represent the Company on its current intellectual property matters, including the Patent Application referenced in item d. A copy of the Retainer Agreement is attached herewith, and included in this filing as Exhibit 10.6.
|
g.
|
On September 24, 2012, the Company received an Action by the USPTO. The Company’s Response, a copy of which is attached herewith as Exhibit 99.3, was prepared by Cislo and filed on September 25, 2012.
|
Patent Number
|
Patent Description
|
Patent Type
|
60/719,756 | Method for Alleviating Climacteric Symptoms | Provisional Patent filed September 22, 2005 |
11/523,975
|
Method for Alleviating Climacteric Symptoms
|
Patent Application filed March 22, 2007
|
Primary
|
Secondary
|
Disp.
|
Brand
|
Manufacturer
|
ID #
|
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Hycodan
|
Endo
|
088008
|
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Mycodone
|
Morton Grove
|
040295
|
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Generic
|
Alpharma
|
040285
|
Homatropine Methylbromide; 1.5 mg/5m1
|
Hydrocodone Bitartrate 5mg/5ml
|
Syrup
|
Generic
|
Axiom
|
005213
|
Homatropine Methylbromide; 1.5 mg
|
Hydrocodone Bitartrate 5mg
|
Tablet
|
Generic
|
Amide
|
005213
|
Homatropine Methylbromide; 1.5 mg
|
Hydrocodone Bitartrate 5mg
|
Tablet
|
Generic
|
Endo
|
088508
|
§
|
undertaking pre-clinical development and clinical trials;
|
§
|
hiring additional personnel
|
§
|
participating in the regulatory approval processes
|
§
|
formulating and manufacturing products;
|
§
|
initiating and conducting sales and marketing activities; and
|
§
|
implementing additional internal systems and infrastructure.
|
§
|
we may not be able to demonstrate that Tropine 3 is safe and effective as a treatment for its targeted indications to the satisfaction of the FDA;
|
§
|
the results of its clinical studies may not meet the level of statistical or clinical significance required by the FDA for marketing approval;
|
§
|
the FDA may disagree with the number, design, size, conduct or implementation of its clinical studies;
|
§
|
the FDA may not find the data from pre-clinical studies and clinical studies sufficient to demonstrate that the clinical and other benefits of Tropine 3 outweigh its safety risks;
|
§
|
the FDA may disagree with its interpretation of data from its pre-clinical studies and clinical studies or may require that the Company conduct additional studies;
|
§
|
the FDA may not accept data generated at its clinical study sites;
|
§
|
the FDA may identify deficiencies in the manufacturing processes or facilities of its third-party manufacturers; or
|
§
|
the FDA may change its approval policies or adopt new regulations.
|
§
|
failure to obtain regulatory and approval by an independent institutional review board;
|
§
|
unforeseen safety issues;
|
§
|
lack of effectiveness during clinical trials;
|
§
|
slower than expected rates of patient recruitment;
|
§
|
failure to manufacture sufficient quantities of a drug candidate for use in clinical trials;
|
§
|
inability to monitor patients adequately during or after treatment; and
|
§
|
inability or unwillingness of medical investigators to follow its clinical protocols.
|
§
|
perceptions by members of the health care community, including physicians, about the safety and effectiveness of the Company’s drug;
|
§
|
cost-effectiveness of the Company’s product relative to competing products;
|
§
|
availability of reimbursement for the Company’s product from government or other healthcare payors; and
|
§
|
effectiveness of marketing and distribution efforts by the Company and its licensees and distributors, if any.
|
§
|
The Company may be unable to identify manufacturers on acceptable terms or at all because the number of potential manufacturers is limited and the FDA must approve any replacement contractor. This approval would require new testing and compliance inspections. In addition, a new manufacturer would have to be educated in, or develop substantially equivalent processes for, production of the Company’s products after receipt of FDA approval, if any.
|
§
|
The Company’s third-party manufacturers might be unable to formulate and manufacture its drugs in the volume and of the quality required to meet its clinical needs and commercial needs, if any.
|
§
|
The Company’s future contract manufacturers may not perform as agreed or may not remain in the contract manufacturing business for the time required to supply its clinical trials or to successfully produce, store and distribute its products.
|
§
|
Drug manufacturers are subject to ongoing periodic unannounced inspection by the FDA, the Drug Enforcement Administration, and corresponding state agencies to ensure strict compliance with regulations on current good manufacturing practices and other government regulations and corresponding foreign standards. The Company do not have control over third-party manufacturers’ compliance with these regulations and standards.
|
§
|
If any third-party manufacturer makes improvements in the manufacturing process for its products, the Company may not own, or may have to share, the intellectual property rights to the innovation.
|
§
|
developing drugs;
|
§
|
undertaking pre-clinical testing and clinical trials;
|
§
|
obtaining FDA and other regulatory approvals of drugs;
|
§
|
formulating and manufacturing drugs; and
|
§
|
launching, marketing and selling drugs.
|
§
|
government and health administration authorities;
|
§
|
private health maintenance organizations and health insurers; and
|
§
|
other healthcare payors.
|
§
|
competition;
|
§
|
additions or departures of key personnel;
|
§
|
the Company’s ability to execute its business plan;
|
§
|
operating results that fall below expectations;
|
§
|
loss of any strategic relationship;
|
§
|
industry developments;
|
§
|
economic and other external factors; and
|
§
|
period-to-period fluctuations in the Company’s financial results.
|
Directors and Officers as a Group (1 shareholder)
|
5,300,000
|
1.20%
|
More than 5% ownership (3 shareholders)
|
214,120,000
|
48.33%
|
Total (5 shareholders)
|
277,460,720
|
49.53%
|
Name
|
Age
|
Position with the Company
|
Director Since
|
Michael Borkowski
6365 Collins Ave, Suite 3403
Miami, FL 33141
|
39
|
President, Chief Executive Officer, Chief Financial Officer and Director
|
August 22, 2012
|
|
Family Relationship
|
|
Involvement in Certain Legal Proceedings
|
(1)
|
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
(2)
|
(3)
|
iii.
|
(5)
|
(7)
|
Such person was 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, relating to an alleged violation of:
|
ii.
|
iii.
|
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
($)
|
Total
($)
|
Michael J. Borkowski
President, CEO, CFO, Treasurer Secretary and Director
|
2012
|
$6,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$6,000
|
2011
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Christine Buchanan-McKenzie
Former President, CEO, and Director
|
2012
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
2011
|
$5,500
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$5,500
|
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
§
|
Disclosing such transactions in reports where required;
|
§
|
Disclosing in any and all filings with the SEC, where required;
|
§
|
Obtaining disinterested directors consent; and
|
§
|
Obtaining shareholder consent where required.
|
·
|
the application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or
|
·
|
any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.
|
Page
|
|
PRO FORMA FINANCIAL INFORMATION
:
|
|
Unaudited Condensed Consolidated Pro Forma Financial Information of Pristine Solutions, Inc.
|
|
Summary of Transaction
|
F-2
|
Condensed Consolidated Pro Forma Balance Sheets as of July 31, 2012
|
F-3
|
Condensed Consolidated Pro Forma Statement of Income for the six months ended July 31, 2012
|
F-4
|
Condensed Consolidated Pro Forma Balance Sheets as of January 31, 2012
|
F-5
|
Condensed Consolidated Pro Forma Statement of Income for the year ended January, 31, 2012
|
F-6
|
FINANCIAL INFORMATION OF EATON SCIENTIFIC SYSTEMS LTD
|
|
Interim Financial Statements of Eaton Scientific Systems, Inc:
|
|
Unaudited Balance Sheets as of June 30, 2012 and December 31, 2011
|
F-7
|
Unaudited Statements of Income for three and six months ended June 30, 2012 and 2011
|
F-8
|
Unaudited Statements of Cash Flows for six months ended June 30, 2012 and 2011
|
F-9
|
Audited Financial Statements of Eaton Scientific Systems, Inc.
|
|
Report of Independent Registered Public Accounting Firm
|
F-10
|
Balance Sheets as of December 31, 2011 and 2010
|
F-11
|
Statement of Income for the years ended December 31, 2011 and 2010
|
F-12
|
Statement of Cash Flows for the years ended December 31, 2011 and 2010
|
F-13
|
Statement of Stockholders’ Equity for the years ended December 31, 2011 and 2010
|
F-14
|
Notes to the Financial Statements of Eaton Scientific Systems, Inc.
|
|
Notes to the unaudited Financial Statements for the six months ended June 30, 2012, and the audited Financial Statements for the years ended December 31, 2011 and 2010
|
F-15
|
PRISTINE SOLUTIONS, INC.
|
|||||||||||||
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEETS
|
|||||||||||||
As of July 31, 2012
|
PSI
|
|
|
Pro Forma
|
|||||||||||||
Historical
|
ESSL
|
Pro Forma
|
Consolidated
|
|||||||||||||
July 31, 2012
|
Consolidation
|
Adjustments
|
July 31, 2012
|
|||||||||||||
(unaudited)
|
||||||||||||||||
ASSETS
|
||||||||||||||||
Current Assets
|
$ | 6,480 | $ | 392 | $ | $ | 6,872 | |||||||||
Property and equipment, net
|
5,048 | - | 5,048 | |||||||||||||
Intangible assets, net
|
- | 24,006 | 24,006 | |||||||||||||
Goodwill
|
159,710 | [5] | 159,710 | |||||||||||||
TOTAL ASSETS
|
$ | 11,528 | $ | 24,398 | $ | - | $ | 195,636 | ||||||||
LIABILIT IES AND STOCKHOLDERS' DEFICIT | ||||||||||||||||
Current Liabilities
|
$ | 57,627 | $ | 1,108 | $ | - | $ | 58,735 | ||||||||
Long-term liabilities
|
- | 183,000 | 183,000 | |||||||||||||
Total Liabilities
|
57,627 | 184,108 | - | 241,735 | ||||||||||||
Stockholders' Deficit
|
||||||||||||||||
Preferred Stock
|
- | [1] | - | - | - | |||||||||||
Common stock
|
41,800 | [2] | 100,000 | [3] | (75,000 | ) [4] | 44,300 | [9] | ||||||||
2,500 | [6] | |||||||||||||||
(25,000 | ) [7] | |||||||||||||||
Additional paid in capital
|
8,700 | (6,250 | ) | 75,000 | [4] | 6,200 | ||||||||||
(68,750 | ) [5] | |||||||||||||||
(2,500 | ) [6] | |||||||||||||||
Accumulated Deficit
|
(96,599 | ) | (253,460 | ) | 253,460 | [6] | (96,599 | ) | ||||||||
Total Stockholders' Deficit
|
(46,099 | ) | (159,710 | ) | 159,710 | (46,099 | ) | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 11,528 | $ | 24,398 | $ | 159,710 | $ | 195,636 |
[1]
|
50,000,000 shares authorized, $.001 par, none issued
|
||||||||||||
[2]
|
650,000,000 shares authorized , $.0001 par, 418,000,686 shares issued and outstanding
|
||||||||||||
[3]
|
100,000,000 shares authorized, $.001 par, 100,000,000 shares issued and outstanding
|
||||||||||||
[4]
|
ESSL Reverse stock split - 4 to 1 = 100,000,000 shares split to 25,000,000 shares
|
||||||||||||
[5]
|
Elimination of subsidiary equity and recording of goodwill due to business combination
|
||||||||||||
[6]
|
Issuance of PSI shares to ESSL Shareholders - 25,000,000 shares x $.0001 par value = $2,500
|
||||||||||||
[7]
|
Issuance of ESSL shares to PSI Shareholders - 25,000,000 shares x $.001 par value = $25,000
|
||||||||||||
[8]
|
Total PSI shares issued and outstanding, 443,000,618 x par $.0001 = $44,300
|
PRISTINE SOLUTIONS, INC.
|
||||||||||||
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
|
||||||||||||
As of and for the Six Months Ended July 31, 2012
|
||||||||||||
(unaudited)
|
PSI
|
ESSL
|
Pro Forma
|
||||||||||||||
Historical
|
Consolidation
|
Pro Forma
|
Consolidated
|
|||||||||||||
July 31, 2012
|
June 30, 2012
|
Adjustments
|
July 31, 2012
|
|||||||||||||
|
|
|
|
|||||||||||||
Gross Profit
|
$ | - | $ | - | $ | $ | - | |||||||||
General and administrative expenses
|
19,429 | 27,939 | - | 19,429 | ||||||||||||
Operating income (loss)
|
(19,429 | ) | (27,939 | ) | - | (19,429 | ) | |||||||||
Other income (expense)
|
407 | - | - | 407 | ||||||||||||
Net (loss)
|
$ | (19,022 | ) | $ | (27,939 | ) | $ | - | $ | (19,022 | ) | |||||
Net (loss) per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||||||
Weighted average common shares outstanding -
basic and diluted
|
418,000,686 | 443,000,686 | ||||||||||||||
PRISTINE SOLUTIONS, INC.
|
|||||||||||||
CONDENSED CONSOLIDATED PRO FORMA BALANCE SHEETS
|
|||||||||||||
As of January 31, 2012
|
PSI
|
ESSL
|
|
Pro Forma
|
||||||||||||||
Historical
|
Consolidation
|
Pro Forma
|
Consolidated
|
||||||||||||||
FYE 01/31/12
|
YE 12/31/2011
|
Adjustments
|
FYE 01/31/12
|
||||||||||||||
(unaudited)
|
|||||||||||||||||
ASSETS
|
|||||||||||||||||
Current Assets
|
$ | 6,681 | $ | 388 | $ | $ | 7,069 | ||||||||||
Property and equipment, net
|
5,699 | - | 5,699 | ||||||||||||||
Intangible assets, net
|
- | 25,030 | 25,030 | ||||||||||||||
TOTAL ASSETS
|
$ | 12,380 | $ | 25,418 | $ | - | $ | 37,798 | |||||||||
Current Liabilities
|
$ | 39,457 | $ | 2,427 | $ | $ | 41,884 | ||||||||||
Long-term liabilities
|
- | 160,400 | 160,400 | ||||||||||||||
Total Liabilities
|
39,457 | 162,827 | - | 202,284 | |||||||||||||
Stockholders' Deficit
|
|||||||||||||||||
Preferred Stock
|
- | [1] | - | - | - | ||||||||||||
Common stock
|
41,800 | [2] | 94,363 | [3] | 5,637 | [4] | 44,300 | [9] | |||||||||
(75,000 | ) [5] | ||||||||||||||||
2,500 | [7] | ||||||||||||||||
(25,000 | ) [8] | ||||||||||||||||
Additional paid in capital
|
8,700 | (6,250 | ) | 75,000 | [5] | 6,200 | |||||||||||
(68,750 | ) [6] | ||||||||||||||||
(2,500 | ) [7] | ||||||||||||||||
Subscriptions receivable
|
(5,637 | ) [4] | - | ||||||||||||||
5,637 | [8] | ||||||||||||||||
Goodwill
|
(137,409 | ) [6] | (137,409 | ) | |||||||||||||
Accumulated Deficit
|
(77,577 | ) | (225,522 | ) | 225,522 | [6] | (77,577 | ) | |||||||||
Total Stockholders' Deficit
|
(27,077 | ) | (137,409 | ) | - | (164,486 | ) | ||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 12,380 | $ | 25,418 | $ | - | $ | 37,798 | |||||||||
[1] |
50,000,000 shares authorized, $.001 par, none issued
|
||||||||||||||||||||||||||
[2] |
650,000,000 shares authorized , $.0001 par, 418,000,686 shares issued and outstanding
|
||||||||||||||||||||||||||
[3] |
100,000,000 shares authorized, $.001 par, 94,362,500 shares issued and outstanding
|
||||||||||||||||||||||||||
[4] |
ESSL Additional shares issued prior to Share Exchange - 5,637,500 shares @ $.001 par = $5,637
|
||||||||||||||||||||||||||
[5] |
ESSL Reverse stock split - 4 to 1 = 100,000,000 shares split to 25,000,000 shares
|
||||||||||||||||||||||||||
[6] |
Elimination of subsidiary equity due to consolidation
|
||||||||||||||||||||||||||
[7] |
Issuance of PSI shares to ESSL Shareholders - 25,000,000 shares x $.0001 par value = $2,500
|
||||||||||||||||||||||||||
[8] |
Issuance of ESSL shares to PSI Shareholders - 25,000,000 shares x $.001 par value = $25,000
|
||||||||||||||||||||||||||
|
|
Total shares issued and outstanding, 443,000,618 x par $.0001 = $44,300
|
PRISTINE SOLUTIONS, INC.
|
||||||||||||
CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
|
||||||||||||
As of and for the Year Ended January 31, 2012
|
||||||||||||
(unaudited)
|
PSI
|
ESSL
|
|
Pro Forma
|
|||||||||||||
Audited Historical
|
Audited Consolidation
|
Pro Forma
|
Consolidated
|
|||||||||||||
January 31, 2012
|
December 31, 2011
|
Adjustments
|
January 31, 2012
|
|||||||||||||
|
|
|
|
|||||||||||||
Gross Profit
|
$ | - | $ | - | $ | $ | - | |||||||||
General and administrative expenses
|
10,090 | 51,505 | - | 61,595 | ||||||||||||
Operating income (loss)
|
(10,090 | ) | (51,505 | ) | - | (61,595 | ) | |||||||||
Other income (expense)
|
(385 | ) | - | - | (385 | ) | ||||||||||
Net (loss)
|
$ | (10,475 | ) | $ | (51,505 | ) | $ | - | $ | (61,980 | ) | |||||
Net (loss) per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||||||
Weighted average common shares outstanding -
basic and diluted
|
418,000,686 | 443,000,686 | ||||||||||||||
EATON SCIENTIFIC SYSTEMS, INC.
|
||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||
BALANCE SHEETS
|
See Notes to Financial Statements
|
(A DEVELOPMENT STAGE COMPANY)
|
|||||||||
STATEMENTS OF OPERATIONS
|
Cumulative From
|
||||||||||||
01/31/2006
|
||||||||||||
For the six months ended
|
(Inception) to
|
|||||||||||
06/30/2012
|
06/30/2011
|
06/30/2012
|
||||||||||
Gross Profit
|
$ | - | - | $ | - | |||||||
General and administrative expenses
|
26,734 | 21,096 | 241,230 | |||||||||
Operating (loss)
|
(26,734 | ) | (21,096 | ) | (241,230 | ) | ||||||
Other Expenses
|
||||||||||||
Depreciatioon & amortizaiton
|
1,205 | 1,157 | 12,230 | |||||||||
Total Other Expenses
|
1,205 | 1,157 | 12,230 | |||||||||
Net (loss)
|
$ | (27,939 | ) | (22,253 | ) | $ | (253,460 | ) | ||||
Net (loss) per common share - basic and diluted
|
$ | (0.00 | ) | (0.00 | ) | |||||||
Weighted average common shares outstanding - basic and diluted
|
100,000,000 | 74,412,500 | ||||||||||
See Notes to Financial Statements
|
EATON SCIENTIFIC SYSTEMS, LTD.
|
|||||||||
(A DEVELOPMENT STAGE COMPANY)
|
|||||||||
STATEMENTS OF CASH FLOWS
|
|
Cumulative
|
|||||||||||
From 01/31/2006
|
||||||||||||
For the six months ended
|
(Inception) to
|
|||||||||||
06/30/2012
|
06/30/2011
|
06/30/2012
|
||||||||||
Cash Flow from operations:
|
||||||||||||
Net loss
|
$ | (27,939 | ) | $ | (22,253 | ) | $ | (253,460 | ) | |||
Depreciation
|
- | |||||||||||
Expenses converted to related party loans
|
21,000 | 21,000 | 168,000 | |||||||||
Amortization of intangible assets
|
1,205 | 1,157 | 12,230 | |||||||||
Stock compensation
|
5,638 | - | 87,500 | |||||||||
Adjustments to reconcile net (loss) to net cash (used in)
|
||||||||||||
operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase (decrease) in accounts payable and accrued expenses
|
(1,319 | ) | (1,272 | ) | 83 | |||||||
Increase (decrease) in related party payables
|
- | (25 | ) | 1,025 | ||||||||
Net cash (used in) operating activities
|
(1,415 | ) | (1,393 | ) | 15,378 | |||||||
Cash Flow from investing activities:
|
||||||||||||
(Increase) in Intangible Assets
|
(180 | ) | (228 | ) | (36,236 | ) | ||||||
Net cash (used in) investing activities
|
(180 | ) | (228 | ) | (36,236 | ) | ||||||
Cash Flow from financing activities:
|
||||||||||||
Proceeds from related party loans
|
1,600 | 1,500 | 15,000 | |||||||||
Issuance of common stock
|
12,500 | |||||||||||
Increase (decrease) in paid in capital related to founders shares
|
(6,250 | ) | ||||||||||
Net cash provided by financing activities
|
1,600 | 1,500 | 21,250 | |||||||||
Increase in cash
|
5 | (121 | ) | 392 | ||||||||
Cash - beginning of period
|
388 | 381 | - | |||||||||
Cash - end of period
|
$ | 393 | 260 | $ | 392 | |||||||
NONCASH ACTIVITIES
|
||||||||||||
Stock issued for services
|
$ | 5,637 | - | $ | 71,750 | |||||||
Stock issued for reimbursed expenses
|
$ | - | - | $ | 19,500 | |||||||
Conversion of related party payable to Note Payable
|
$ | 21,000 | 21,000 | $ | 168,000 | |||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid
|
$ | - | - | $ | - | |||||||
Income taxes paid
|
$ | - | - | $ | - | |||||||
See Notes to Financial Statements
|
EATON SCIENTIFIC SYSTEMS, INC.
|
||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||
BALANCE SHEETS
|
December 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash & cash equivalents
|
$ | 388 | $ | 381 | ||||
Total Current Assets
|
388 | 381 | ||||||
Intangible Assets, net of amortization
|
25,030 | 24,646 | ||||||
TOTAL ASSETS
|
$ | 25,418 | $ | 25,027 | ||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 1,402 | $ | 203 | ||||
Related party payables
|
1,025 | 990 | ||||||
Total Current Liabilities
|
2,427 | 1,193 | ||||||
Related party loans
|
160,400 | 116,600 | ||||||
Total Liabilities
|
162,827 | 117,793 | ||||||
STOCKHOLDERS' (DEFICIT)
|
||||||||
Common stock, $0.001 par value,100,000,000 shares authorized, 94,362,500 and 87,500,000 issued and outstanding as of December 31, 2011 and 2010, respectively
|
94,363 | 87,500 | ||||||
Additional paid in capital
|
(6,250 | ) | (6,250 | ) | ||||
Accumulated Deficit
|
(225,522 | ) | (174,016 | ) | ||||
Total Stockholders' (Deficit)
|
$ | (137,409 | ) | $ | (92,766 | ) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 25,418 | $ | 25,027 | ||||
See Notes to Financial Statements
|
(A DEVELOPMENT STAGE COMPANY)
|
|||||||||
STATEMENTS OF OPERATIONS
|
Cumulative From
|
||||||||||||
01/31/2006
|
||||||||||||
For the year ended
|
(Inception) to
|
|||||||||||
12/31/2011
|
12/31/2010
|
12/31/2011
|
||||||||||
Gross Profit
|
$ | - | $ | - | $ | - | ||||||
General and administrative expenses
|
49,191 | 48,845 | 214,496 | |||||||||
Operating (loss)
|
(49,191 | ) | (48,845 | ) | (214,496 | ) | ||||||
Other Expenses
|
||||||||||||
Depreciation & amortization
|
2,314 | 2,154 | 11,025 | |||||||||
Total Other Expenses
|
2,314 | 2,154 | 11,025 | |||||||||
Net (loss)
|
$ | (51,505 | ) | $ | (50,999 | ) | $ | (225,521 | ) | |||
Net (loss) per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
Weighted average common shares outstanding – basic and diluted
|
94,362,500 | 87,500,000 | ||||||||||
See Notes to Financial Statements
|
EATON SCIENTIFIC SYSTEMS, LTD.
|
|||||||||
(A DEVELOPMENT STAGE COMPANY)
|
|||||||||
STATEMENTS OF CASH FLOWS
|
Cumulative
|
||||||||||||
From 01/31/2006
|
||||||||||||
For the year ended
|
(Inception) to
|
|||||||||||
12/31/2011
|
12/31/2010
|
12/31/2011
|
||||||||||
Cash Flow from operations:
|
||||||||||||
Net loss
|
$ | (51,505 | ) | $ | (50,999 | ) | $ | (225,521 | ) | |||
Depreciation
|
- | |||||||||||
Expenses converted to related party loans
|
42,000 | 42,000 | 147,000 | |||||||||
Amortization of intangible assets
|
2,314 | 2,154 | 11,025 | |||||||||
Stock compensation
|
6,863 | 26,175 | 81,862 | |||||||||
Adjustments to reconcile net (loss) to net cash (used in)
|
||||||||||||
operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase (decrease) in accounts payable and accrued expenses
|
1,199 | 92 | 1,402 | |||||||||
Increase (decrease) in related party payables
|
35 | (17,500 | ) | 1,025 | ||||||||
Net cash (used in) operating activities
|
906 | 1,922 | 16,793 | |||||||||
Cash Flow from investing activities:
|
||||||||||||
(Increase) in Intangible Assets
|
(2,699 | ) | (2,092 | ) | (36,056 | ) | ||||||
Net cash (used in) investing activities
|
(2,699 | ) | (2,092 | ) | (36,056 | ) | ||||||
Cash Flow from financing activities:
|
- | |||||||||||
Proceeds from related party loans
|
1,800 | - | 13,400 | |||||||||
Issuance of common stock
|
12,500 | |||||||||||
Increase (decrease) in paid in capital related to founders shares
|
(6,250 | ) | ||||||||||
Net cash provided by financing activities
|
1,800 | - | 19,650 | |||||||||
Increase in cash
|
7 | (170 | ) | 388 | ||||||||
Cash - beginning of period
|
381 | 551 | - | |||||||||
- | ||||||||||||
Cash - end of period
|
$ | 388 | $ | 381 | $ | 388 | ||||||
NONCASH ACTIVITIES
|
||||||||||||
Stock issued for services
|
$ | 6,863 | $ | 6,675 | $ | 66,113 | ||||||
Stock issued for reimbursed expenses
|
$ | $ | 19,500 | $ | 19,500 | |||||||
Conversion of related party payable to Note Payable
|
$ | 42,000 | $ | 42,000 | $ | 147,000 | ||||||
- | ||||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income taxes paid
|
$ | - | $ | - | $ | - | ||||||
See Notes to Financial Statements
|
EATON SCIENTIFIC SYSTEMS, LTD.
|
||||||||||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||
STATEMENT OF STOCKHOLDERS' (DEFICIT)
|
||||||||||||||||
PERIOD FROM JANUARY 31, 2006 (INCEPTION) TO DECEMBER 31. 2011
|
(DEFICIT)
|
||||||||||||||||||||||||
ACCUMULATED
|
||||||||||||||||||||||||
DURING THE
|
||||||||||||||||||||||||
COMMON STOCK
|
PAID IN
|
SUBSCRIPTIONS
|
EXPLORATION
|
|||||||||||||||||||||
SHARES
|
AMOUNT
|
CAPITAL
|
RECEIVABLE
|
STAGE
|
TOTAL
|
|||||||||||||||||||
Balance, January 31, 2006 (date of inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Issuance of Founders shares of common stock @ $.0005,
March 9, 2006 |
12,500,000 | 12,500 | (6,250 | ) | (6,250 | ) | - | - | ||||||||||||||||
Subscriptions received
|
- | - | - | 2,500 | - | 2,500 | ||||||||||||||||||
Issuance of common stock for services, December, 2006
|
33,000,000 | 33,000 | - | - | - | 33,000 | ||||||||||||||||||
Net loss
|
- | - | - | (33,907 | ) | (33,907 | ) | |||||||||||||||||
Balance, December 31, 2006
|
45,500,000 | 45,500 | (6,250 | ) | (3,750 | ) | (33,907 | ) | 1,593 | |||||||||||||||
Issuance of common stock for services, December, 2007
|
5,500,000 | 5,500 | - | - | 5,500 | |||||||||||||||||||
Subscriptions received for services
|
- | - | - | 3,750 | - | 3,750 | ||||||||||||||||||
Net loss
|
- | - | - | - | (10,969 | ) | (10,969 | ) | ||||||||||||||||
Balance, December 31, 2007
|
51,000,000 | 51,000 | (6,250 | ) | - | (44,876 | ) | (126 | ) | |||||||||||||||
Issuance of common stock for services, December, 2008
|
5,000,000 | 5,000 | - | - | - | 5,000 | ||||||||||||||||||
Net loss
|
- | - | - | - | (28,572 | ) | (28,572 | ) | ||||||||||||||||
Balance, December 31, 2008
|
56,000,000 | 56,000 | (6,250 | ) | - | (73,448 | ) | (23,698 | ) | |||||||||||||||
Issuance of common stock for services, December, 2009
|
5,325,000 | 5,325 | - | - | - | 5,325 | ||||||||||||||||||
Net loss
|
- | - | - | - | (49,569 | ) | (49,569 | ) | ||||||||||||||||
Balance, December 31, 2009
|
61,325,000 | 61,325 | (6,250 | ) | - | (123,017 | ) | (67,942 | ) | |||||||||||||||
Issuance of common stock for services, December, 2010
|
6,675,000 | 6,675 | - | - | - | 6,675 | ||||||||||||||||||
Issuance of common stock for expenses, December, 2010
|
19,500,000 | 19,500 | - | - | - | 19,500 | ||||||||||||||||||
Net loss
|
- | - | - | - | (50,999 | ) | (50,999 | ) | ||||||||||||||||
Balance, December 31, 2010
|
87,500,000 | 87,500 | (6,250 | ) | - | (174,016 | ) | (92,766 | ) | |||||||||||||||
Issuance of common stock for services, December, 2011
|
6,862,500 | 6,863 | - | - | 6,863 | |||||||||||||||||||
Net loss
|
- | - | - | - | (51,505 | ) | (51,505 | ) | ||||||||||||||||
Balance, December 31, 2011
|
94,362,500 | $ | 94,363 | $ | (6,250 | ) | $ | - | $ | (225,521 | ) | $ | (137,409 | ) | ||||||||||
See Notes to Financial Statements
|
June 30, 2012
|
December 31, 2011
|
December 31, 2010
|
||||||||||
Patent Costs
|
$ | 36,236 | $ | 36,055 | $ | 33,357 | ||||||
Accumulated Amortization
|
(12,230 | ) | (11,025 | ) | (8,711 | ) | ||||||
Intangible Assets, net
|
$ | 24,006 | $ | 25,030 | $ | 24,646 |
Exhibit
Number
|
Exhibit Description
|
(2)
|
Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession
|
2.1
|
Share Exchange Agreement between Pristine Solutions, Inc. and Eaton Scientific Systems, Ltd. dated August 23, 2012 (incorporated by reference to our Current Report on Form 8-K filed August 24, 2012)
|
(3)
|
(i) Articles of Incorporation; and (ii) Bylaws
|
3.1
|
Articles of Incorporation of Pristine Solutions Inc. (incorporated by reference to our registration statement on Form S-1 filed on May 4, 2010)
|
3.2
|
Certificate of Amendment filed with the Nevada Secretary of State on January 29, 2010. (incorporated by reference to our registration statement on Form S-1 filed on May 4, 2010)
|
3.3
|
Bylaws of Pristine Solutions Inc. (incorporated by reference to our registration statement on Form S-1 filed on May 4, 2010)
|
3.4
|
Amended Articles of Incorporation/Certificate of Amendment filed with the Nevada Secretary of State on March 7, 2012 (incorporated by reference to our Annual Report on Form 10-K for the year ended January 31, 2012 filed April 30, 2012)
|
3.5*
|
|
(10)
|
Material Contracts
|
10.1
|
Consulting Agreement with Christine Buchanan-McKenzie (incorporated by reference to our registration statement on Form S-1 filed on May 4, 2010)
|
10.2
|
License Agreement with Zhongshan Guangsheng Industry Co., Ltd. (incorporated by reference to our registration statement on Form S-1filed on May 4, 2010)
|
10.3*
|
|
10.4*
|
|
10.5*
|
|
10.6*
|
|
10.7*
|
|
10.8*
|
|
10.9* | |
10.10* | |
10.11* | Lock-up Leak-out Agreement with Edward W. Withrow IV dated October 27, 2012 |
(16)
|
Letters on Change in Certifying Auditor
|
16.1*
|
Letter from GBH CPA’s, PC dated November 2, 2012
|
(21)
|
List of Subsidiaries (2)
|
21.1
|
Pristine Solutions Limited, incorporated under the laws of Jamaica
|
Eaton Scientific Systems, Inc., incorporated under the laws of Nevada, USA
|
|
(23)
|
Consents of Experts and Counsel
|
23.1
|
Letter from GBH CPA’s, PC dated July 21, 2010 (incorporated by reference to our registration statement on Form S-1 filed on May 4, 2010)
|
23.2*
|
|
(31)
|
Rule 13a-14(a) Certifications
|
31.1*
|
CEO Section 302 Certification under Sarbanes-Oxley Act of 2002.
|
31.2*
|
CFO Section 302 Certification under Sarbanes-Oxley Act of 2002.
|
(32)
|
Section 1350 Certifications
|
32.1*
|
CEO Section 906 Certification under Sarbanes-Oxley Act of 2002.
|
32.2*
|
CFO Section 906 Certification under Sarbanes-Oxley Act of 2002.
|
(99)
|
Other Documents
|
99.1*
|
|
99.2*
|
Prior Art Search Letter pertaining to U.S. Provisional Application Ser. No. 60/719,756
|
99.3*
|
|
99.4* | $500,000 Convertible Promissory Note |
(101)**
|
Interactive Data File
|
101.INS
**
|
XBRL Instance Document
|
101.SCH
**
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
**
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
**
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
*
|
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
.
|
PRISTINE SOLUTIONS, INC.
|
||
Date: November 8, 2012
|
/s/
Michael Borkowski
|
|
By: Michael Borkowski
|
||
Its: President and Chief Executive Officer
|
||
1.
|
Services.
Consultant will perform the services set forth on Exhibit A, or as amended by mutual written agreement. It is agreed and understood that the nature and manner of services provided hereunder shall be within Consultant’s area of professional expertise and/or historical experience.
|
(a)
|
Direction
. Consultant shall be directed by and shall report to Michael Borkowski or his successor.
|
(b)
|
Start Date
. Consultant's consulting obligations to Company shall begin on September 1, 2012
|
(c)
|
Term
. This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with Section 15, shall continue up to and including March 1, 2013 (the "Term"). The Parties can automatically extend the Term in three-month increments upon mutual agreement. Any extension shall be in writing.
|
2.
|
Method of Performance.
The Consultant shall determine the method, details, and means of performing and fulfilling his or her duties hereunder.
|
3.
|
Other Employment
. The Company acknowledges and agrees that Consultant may assume other commitments, and has ongoing or intends to obtain engagements outside of Consultant's work for Company during the Term ("Other Engagements"); provided that Consultant fully complies with the confidentiality obligations contained in Section 9. Consultant shall reasonably notify Company of any Other Engagements, which may pose a conflict of interest, it being understood that such notice shall allow Company sufficient basis to proceed in accordance with Section 15(b)(2), below.
|
4.
|
Status as Independent Contractor; Nature of Relationship.
It is agreed and understood that the Consultant is an independent contractor and will not act as an agent nor shall he or she be deemed an employee of Consultant for the purposes of any employee benefit programs, income tax withholding, FICA taxes, unemployment benefits, and worker’s compensation insurance, or otherwise. Consultant shall not enter into any agreement or incur any obligations on Company’s behalf, or commit Company in any manner without Company’s prior written consent.
|
5.
|
Resources.
Consultant shall provide such tools and facilities, as Consultant may deem necessary in the performance of Consultant's duties hereunder. Upon Consultant's reasonable request, the Company shall provide such incidental resources to Consultant as the Company in its discretion believes may be warranted.
|
6.
|
Compensation.
It is agreed and understood, that subject to the Term and performance and under Section 1, the Consultant shall be paid as set forth in Exhibit A. Consultant shall be solely responsible for and agrees that he or she will in a timely fashion pay all federal, state and other taxes on the amounts set forth in this Section. Company will pay Consultant a fee of four thousand (“$4,000”) dollars to be paid to Consultant on a monthly basis. The Consultant will receive, as part of his compensation.
|
7.
|
Expenses
. Consultant will be reimbursed for the reasonable expenses Consultant incurs directly in connection with services provided under this Agreement, following the submission of documentation evidencing and confirming such expenses.
|
8.
|
Compliance with all Laws.
Consultant agrees that in the course of providing his services to the Company, he or she will not engage in any practice or commit any acts in violation of any federal, state or local law or ordinance.
|
9.
|
Non-Disclosure Obligations.
|
(a)
|
Definition of "Information."
“Information” shall mean materials, data, or information in any form, whether written, oral, digital, or otherwise, provided by or obtained from Company, Company's agents, or Company's contractors in connection with the Consultant's engagement by Company. Technical or business information of a third person furnished or disclosed to the Consultant under this Agreement shall constitute Information of Company unless otherwise specifically indicated in writing.
|
(b)
|
Confidential Information.
For purposes of this Agreement, the term "Confidential Information" shall mean Information regarding Company's business including, but not limited to, Information regarding diagnostic and medical device products, processing and manufacturing capabilities, copyrighted or patentable subject matter, research, development, innovations, inventions, designs, technology, improvements, trade secrets, business affairs and finances, customers, employees, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, data formats, and business methodologies.
|
(c)
|
Consultant's Obligations.
All Confidential Information relating to or obtained from Company by the Consultant shall be maintained in confidence by the Consultant, and the Consultant shall use best efforts to protect and safeguard the Confidential Information.
|
(d)
|
Use of Confidential Information.
Without Company's prior written approval, the Consultant: (a) shall not use Confidential Information directly or indirectly for any purpose except in connection with the services the Consultant performs on behalf of Company; and (b) shall not disclose, sell, assign, transfer, share or lease Confidential Information of Company, or make such Confidential Information available to, or make it available for the use or benefit of, any third party.
|
(e)
|
Exceptions to Confidentiality Obligations.
The obligations of this Agreement shall not apply to Confidential Information which the Consultant shall demonstrate, by clear and convincing evidence:
|
1.
|
is or becomes publicly available (other than through unauthorized disclosure under this Agreement);
|
2.
|
is already known by the Consultant without an obligation of confidentiality prior to the disclosure thereof by Company, as evidenced by the Consultant's written records, maintained in the ordinary course, existing before the first date of Consultant's engagement with Company; or
|
3.
|
is rightfully received by the Consultant from a third party free of any obligation of confidentiality.
|
10.
|
Former Engagement Information
. The Consultant shall not, during the Consultant's engagement with the Company, improperly use or disclose any proprietary information or trade secrets of any former employer, hiring party, or other person or entity with which the Consultant has an agreement or duty to keep in confidence, if any, and shall not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person, hiring party, or entity.
|
11.
|
Court or Agency Order.
In the event the Consultant receives a subpoena or order of a court or administrative body requesting disclosure of Company’s Confidential Information, the Consultant agrees (a) that, as promptly as possible after learning of such disclosure obligation and before making such disclosure, the Consultant shall notify Company of such obligation to make such disclosure, to allow Company an opportunity to object to such disclosure or to obtain a protective order or other appropriate relief; (b) that the Consultant shall provide such cooperation and assistance, at Company's expense, as Company may reasonably request in any effort by Company to obtain such relief; and (c) that the Consultant shall take all appropriate steps to limit the amount and scope of Confidential Information so disclosed and to protect its confidentiality.
|
12.
|
Non-Solicitation.
The Consultant agrees not to solicit or encourage employees of Consultant to work for a Competitor during the Term, and for a period of one year after expiration of the Term. "Competitor" means any person or organization, including the Consultant him or herself, engaged in, or about to become engaged in, research on or the acquisition, development, production, distribution, marketing or providing of a Competing Product. "Competing Product" means any product, process, or service of any person or organization other than the Company, in existence or under development, which both (A) is identical to, substantially the same as, or an adequate substitute for any product, process, or service of the Company, in existence or under development, on which the Consultant works during the Term or about which the Consultant acquires Confidential Information, and (B) is (or could reasonably be anticipated to be) marketed or distributed in such a manner and in such a geographic area as to actually compete with such product, process or service of the Company.
|
13.
|
Inventions
. For purposes of this Agreement, the term "Inventions" shall mean any and all inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws) which relate to the business of the Company and which the Consultant either (i) solely or jointly conceives, develops, or reduces to practice during Company time, at the Company's direction, or using Company equipment or resources; or (ii) solely or jointly conceives, develops, or reduces to practice based on Company Confidential Information. The Consultant will promptly make full written disclosure of Inventions to the Company and will hold such Inventions in trust for the sole right and benefit of the Company. The Consultant hereby assigns to the Company all the Consultant's right, title and interest in and to Inventions. Without limiting the foregoing, the Consultant further acknowledges that all Inventions (x) which are original works of authorship; (y) which are made by the Consultant (solely or jointly with others) within the scope of the Consultant's engagement hereunder; and (z) which are protectable by copyright, shall be deemed, to the extent applicable, “works made for hire,” as that term is defined in the United States Copyright Act. It is agreed and understood that Consultant inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws) which do not qualify as "Inventions" hereunder shall not be subject to this Section 13.
|
14.
|
Patent and Copyright Registration.
The Consultant agrees to assist the Company, or its designee, at the Company’s expense, in every reasonable way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
|
15.
|
Termination.
This Agreement may be terminated without liability as follows:
|
(a)
|
For Cause
. If either Party is in material breach, the non-breaching party may terminate this Agreement upon providing the breaching party (a) with written notice, specifying the breach, and (b) with a ten (10) day opportunity to cure, commencing upon the effective date of such notice.
|
16.
|
Survival.
The following provisions shall survive the expiration or termination of this Agreement: Sections the applicable part of 6 (success fee) 9, 11, 12, 14, and 17.
|
17.
|
Return of Property
. Consultant expressly agrees that upon completion of his or her consulting services under this Agreement, or at any time prior to that time upon request of the Company, Consultant will return to the Company all property of the Company obtained or received by Consultant during the Term of this Agreement including, but not limited to, any and all files, computers, computer equipment, software, diskettes or other storage media, documents, papers, records, notes, agenda, memoranda, plans, calendars and other books and records of any kind and nature whatsoever containing information concerning the Company or its customers or operations.
|
18.
|
No Oral Modification
. This Agreement may not be changed orally, and no modification, amendment, or waiver of any provision contained in this Agreement, or any future representation, promise, or condition in connection with the subject matter of this Agreement shall be binding upon any party hereto, unless made in writing and signed by such party.
|
19.
|
Entire Agreement
. This Agreement contains the entire agreement between the Parties and supersedes any and all previous agreements of any kind whatsoever between them, whether written or oral, and all prior and contemporaneous discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement. This is an integrated document.
|
20.
|
Severability
. In the event that any provision of this Agreement or the application thereof should be held to be void, voidable, unlawful or, for any reason, unenforceable, the remaining portion and application shall remain in full force and effect, and to that end the provisions of this Agreement are declared to be severable.
|
21.
|
Governing Law
. This Agreement is made and entered into, and shall be subject to, governed by, and interpreted in accordance with the laws of the Commonwealth of California and shall be fully enforceable in the courts of that state, without regard to principles of conflict of laws. The Parties (i) agree that any suit, action or other legal proceeding arising out of this Agreement may be brought in the United States District Court for the District of California, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Los Angeles County, California; (ii) consent to the jurisdiction of any such court; and (iii) waive any objection which they may have to the laying of venue in any such court. The Parties also consent to the service of process, pleadings, notices or other papers by regular mail, addressed to the party to be served, postage prepaid, and registered or certified with return receipt requested.
|
22.
|
Notices
. All notices, requests, consents, approvals and other communications required or permitted under this Agreement ("Notices") shall be in writing and shall be delivered to the addresses listed above, by mail, by hand, or by facsimile transmission, unless otherwise provided in this Agreement. Such Notices shall be effective (i) if sent by mail, three business days after mailing; (ii) if sent by hand, on the date of delivery; and (iii) if sent by facsimile, on the date indicated on the facsimile confirmation. Any party may change its address or facsimile number for notification purposes by giving all of the individuals and entities noted above notice, in accordance with the notice provisions set forth in this Section, of the new address or facsimile number and the date upon which it will become effective.
|
23.
|
No Assignment
. Neither this Agreement nor any portion hereof is assignable.
|
24.
|
Counterparts.
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the effect of a signed original.
|
GENERAL
|
1 | |||
ADMINISTRATION OF THE PLAN
|
5 | |||
ELIGIBILITY OF PARTICIPANTS
|
6 | |||
SHARES SUBJECT TO PLAN
|
6 | |||
GRANT OF OPTIONS
|
7 | |||
TERMS AND CONDITIONS OF OPTIONS
|
8 | |||
TERMINATION OF OPTIONS
|
11 | |||
Termination Before Option Becomes Exercisable.
|
12 | |||
Discharge or Resignation.
|
12 | |||
CERTAIN TAX MATTERS
|
14 | |||
MISCELLANEOUS
|
15 | |||
Pristine Solutions, Inc. Employee Stock Option Plan | Confidential 09-01-12 |
By:
/
s / Michael J. Borkowski
|
|
Name: Michael J. Borkowski
|
|
Title: Chief Executive Officer/Director
|
By: |
|
|
Name: |
|
|
Title: |
|
|
Date: |
|
|
Address: |
|
|
Participant: |
|
|
Name: |
|
|
Date: |
|
|
Address: |
|
DATE OF GRANT:
|
September 1, 2012
|
TYPE OF OPTION:
|
Incentive Stock Option
______
|
Nonqualified Stock Option_________
|
|
NUMBER OF OPTIONED SHARES:
|
|
EXERCISE PRICE:
|
$ 00.00
|
TERMINATION DATE:
|
Fifth Anniversary of Date of Grant (Maximum term of 10 years; 5 years in the case of 10% shareholders)
|
PERMISSION TO PAY WITH SHARES:
|
________Granted Denied
|
EXPANDED RIGHTS TO TRANSFER OPTION:
|
________Granted Denied
|
GREATER OR LESSER ARTICLE VII RIGHTS:
|
None
|
(a)
|
Direction
. Berman shall be directed by and shall report to Michael J. Borkowski or his successor.
|
(b)
|
Start Date
. Berman's consulting obligations to Company shall begin on October 1, 2012
|
(c)
|
Term
. This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with Section 15, shall continue up to and including October 1, 2013 (the "Term"). The Parties can automatically extend the Term in three-month increments upon mutual agreement. Any extension shall be in writing.
|
i)
|
Cash. Company will pay Berman a fee of five thousand (“$5,000”) dollars to be paid to Berman on a monthly basis for a period of six (6) months and then rise to $6,000 for six (6) months.
|
ii)
|
Equity. Berman will receive, as part of his compensation stock options through the company’s Employee Stock Option Plan (“ESOP”). Berman will be granted 6,210,000 Options with a strike price of ten ($.10) cents. The Berman Options will vest on a quarterly basis for a period of two years. The first Stock options are to be granted on January 1, 2013 in the amount of 887,142. Each Quarter after that the Berman will have 887,142 of their Options Vest.
|
i.
|
Travel within a 75-mile radius of Berman's address for Company business or appearances on behalf of Company Berman shall have portal-to-portal ground transportation to and from appearances made available to her.
|
ii.
|
Berman shall receive one (1) room accommodations in a three-star hotel for two (2) nights, unless travel requires a third night stay.
|
iii.
|
Travel outside a 75 mile radius of Berman's address for Company business or appearances on behalf of Company;
|
iv.
|
one (1) round-trip airfare (business class) and portal to portal ground transportation
|
v.
|
one (1) room accommodations in a three-star hotel for two (2) nights, unless travel requires a third night stay,
|
vi.
|
Any other costs beyond $150 per diem incurred by Berman will be her own responsibility
|
(d)
|
Definition of "Information
."
“Information” shall mean materials, data, or information in any form, whether written, oral, digital, or otherwise, provided by or obtained from Company, Company's agents, or Company's contractors in connection with Berman's engagement by Company. Technical or business information of a third person furnished or disclosed to Berman under this Agreement shall constitute Information of Company unless otherwise specifically indicated in writing.
|
(e)
|
Confidential Information
.
For purposes of this Agreement, the term "Confidential Information" shall mean Information regarding Company's business including, but not limited to, Information regarding diagnostic and medical device products, processing and manufacturing capabilities, copyrighted or patentable subject matter, research, development, innovations, inventions, designs, technology, improvements, trade secrets, business affairs and finances, customers, employees, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, data formats, and business methodologies.
|
(f)
|
Berman's Obligations
.
Berman shall maintain all Confidential Information relating to or obtained from Company by Berman in confidence, and Berman shall use best efforts to protect and safeguard the Confidential Information.
|
(g)
|
Use of Confidential Information
.
Without Company's prior written approval, Berman: (a) shall not use Confidential Information directly or indirectly for any purpose except in connection with the services Berman performs on behalf of Company; and (b) shall not disclose, sell, assign, transfer, share or lease Confidential Information of Company, or make such Confidential Information available to, or make it available for the use or benefit of, any third party.
|
(h)
|
Exceptions to Confidentiality Obligations.
The obligations of this Agreement shall not apply to Confidential Information which Berman shall demonstrate, by clear and convincing evidence:
|
1.
|
is or becomes publicly available (other than through unauthorized disclosure under this Agreement);
|
2.
|
is already known by Berman without an obligation of confidentiality prior to the disclosure thereof by Company, as evidenced by Berman's written records, maintained in the ordinary course, existing before the first date of Berman's engagement with Company; or
|
3.
|
is rightfully received by Berman from a third party free of any obligation of confidentiality.
|
(i)
|
For Cause
. If either Party is in material breach, the non-breaching party may terminate this Agreement upon providing the breaching party (a) with written notice, specifying the breach, and (b) with a ten (10) day opportunity to cure, commencing upon the effective date of such notice.
|
1.
|
Advocate for the Company and Tropine 3 in media and press and in medical arenas where applicable. This would include media interviews, written interviews in press, both online and traditional media.
|
2.
|
Answer questions received from queries sent to her at the Company’s website.
|
3.
|
Contribute to the Company’s Blog on its website on issues pertaining to women’s healthcare, women’s sexual health and issues pertaining to menopause.
|
4.
|
Allow her picture to be used (one that is approved and submitted by Berman) on the Company’s website.
|
5.
|
Participate in a web video presentation on women’s issues as they pertain to menopause and Tropine 3.
|
6.
|
Provide insight to the Company’s management on the current state of Women’s Health market in general and the menopause, peri-menopause and post-menopause market.
|
7 .
|
Inform her patients to the availability of the Tropine 3 products.
|
|
ASSIGNOR
|
|
Date: September 19, 2006
|
/s/ Hootan Melamed
|
|
Hootan Melamed
|
||
|
Inventor
|
|
ASSIGNOR | ||
Date: September 19, 2006
|
/s/ Edward W. Wtihrow, III
|
|
Edward W. Withrow, III
|
||
Inventor
|
||
|
Re:
|
Lock-up of shares held in Pristine Solutions, Inc., a Nevada corporation (the “
Company
”) by the shareholder signatory hereto (the “Shareholder”)
|
Pristine Solutions, Inc. Shareholder
|
|
/s/ M. Katsuka Sandoval
|
10/27/12 |
Signature
|
|
M. Katuska Sandoval
|
|
Print Name
|
|
Address for Notice:
|
|
7026 Dume Drive #B
|
|
Malibu, CA 90265
|
|
39,750,000
|
|
Number of shares of Common Stock
|
Pristine Solutions, Inc.
|
||
By:
|
/s/
Michael J. Borkowski
|
|
Name:
|
Michael J. Borkowski | |
Title:
|
Chief Executive Officer |
Pristine Solutions, Inc.
|
Shareholder Lock-Up-Leak-Out Agreement
|
|
Re:
|
Lock-up of shares held in Pristine Solutions, Inc., a Nevada corporation (the “
Company
”) by the shareholder signatory hereto (the “Shareholder”)
|
Pristine Solutions, Inc. Shareholder
|
|
/s/ Edward W. Withrow III
|
10/27/12 |
Signature
|
|
Edward W. Withrow III
|
|
Print Name
|
|
Address for Notice:
|
|
1327 Ocean Avenue Suite M
|
|
Santa Monica, CA 90401
|
|
88,079,375
|
|
Number of shares of Common Stock
|
Pristine Solutions, Inc.
|
||
By:
|
/s/
Michael J. Borkowski
|
|
Name:
|
Michael J. Borkowski | |
Title:
|
Chief Executive Officer |
Pristine Solutions, Inc.
|
Shareholder Lock-Up-Leak-Out Agreement
|
|
Re:
|
Lock-up of shares held in Pristine Solutions, Inc., a Nevada corporation (the “
Company
”) by the shareholder signatory hereto (the “Shareholder”)
|
Pristine Solutions, Inc. Shareholder
|
|
/s/
Edward W. Withrow IV
|
10/27/12 |
Signature
|
|
Edward W. Withrow IV
|
|
Print Name
|
|
Address for Notice:
|
|
7026 Dume Drive #B
|
|
Malibu, CA 90265
|
|
7,950,000
|
|
Number of shares of Common Stock
|
Pristine Solutions, Inc.
|
||
By:
|
/s/
Michael J. Borkowski
|
|
Name:
|
Michael J. Borkowski | |
Title:
|
Chief Executive Officer |
Stan J.H. Lee, CPA
2160 North Central Rd Suite 209
t
Fort Lee
t
NJ 07024
P.O. Box 436402
t
San Diego
t
CA 92143-6402
619-623-7799
t
Fax 619-564-3408
t
stan2u@gmail.com
|
(
1
of
1
)
|
United States Patent Application
|
20070066603
|
Kind Code
|
A1
|
Melamed; Hootan ; et al.
|
March 22, 2007
|
Current U.S. Class:
|
514/221
; 514/304
|
Class at Publication:
|
514/221
; 514/304
|
International Class:
|
A61K 31/551 20060101 A61K031/551; A61K 31/46 20060101 A61K031/46
|
Claims | |
Description
|
|||
A.
|
Method of Payment.
The BORROWER shall make all payments called for under this Loan Agreement by sending a check or other negotiable instrument made payable to the following individual or entity at the address indicated:
|
B.
|
Alternative Payment Option:
The LENDER has agreed to accept as an alternative payment option that would allow the BORROWER to convert the Loan Amount into common stock of BORROWER.
|
C.
|
Conversion Right:
The Holder shall have the right from time to time, and at any time: (A) during the period beginning on the six (6) month anniversary of the date of this Note and ending on the later of the Maturity Date in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”) determined as provided herein.
|
D.
|
Conversion Price.
Calculation of Conversion Price
. The Conversion Price shall be the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean the Applicable Percentage (as defined herein) multiplied by the Market Price (as defined herein). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending one Trading Day prior to the date the Conversion Notice is sent by the Holder to the Borrower via facsimile (the “Conversion Date”). “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter QB, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) mutually acceptable to Borrower and Holder and hereafter designated by Holders of a majority in interest of the Notes and the Borrower or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is traded for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Applicable Percentage” shall mean 15%.
|
E.
|
Parties that are not individuals
. If any party to this agreement is other than an individual (i.e., a Corporation, a Limited Liability Company, a Partnership, or a Trust), said Party, and the individual signing on behalf of said Party, hereby represents and warrants that all steps and actions have been taken under the entity’s governing instruments to authorize the entry into this Loan Agreement. Breach of any representation contained in this paragraph is considered a material breach of the Loan Agreement.
|
F.
|
CERTAIN COVENANTS
|
G.
|
EVENTS OF DEFAULT
|
a.
|
Failure to Pay Principal or Interest
. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon a Trading Market Prepayment Event pursuant to Section 1.7, upon acceleration or otherwise;
|
b.
|
Breach of Covenants
. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of ten (10) days after written notice thereof to the Borrower from the Holder;
|
c.
|
Breach of Representations and Warranties
. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement;
|
d.
|
Receiver or Trustee
. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed;
|
e.
|
Judgments
. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld;
|
f.
|
Bankruptcy
. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower;
|
g.
|
Delisting of Common Stock
. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTCQB or an equivalent replacement exchange, the NASDAQ National Market, the NASDAQ Small Cap Market, the New York Stock Exchange, or the American Stock Exchange;
|
h.
|
Failure to Comply with the Exchange Act
. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act; or
|
i.
|
Liquidation
. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
|
j.
|
Cessation of Operations
. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.
|
k.
|
Maintenance of Assets
. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).
|
l.
|
Financial Statement Restatement
. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.
|
H.
|
MISCELLANEOUS
|
i.
|
Failure or Indulgence Not Waiver
. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
|
ii.
|
Notices
. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
|
iii.
|
If to the Borrower, to:
PRISTINE SOLUTIONS, INC.
9595 Wilshire Blvd.
Suite 900
Beverly Hills, CA 90212
Attn: Michael J. Borkowski, Chief Executive Officer, President
facsimile: 888.329.5351
If to the Holder:
EDWARD W.WITHROW III
1327 Ocean Avenue, Suite M
Santa Monica, CA 90401
Attn: Edward W. Withrow III
|
iv.
|
Amendments
. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.
|
v.
|
Assignability
. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the 1933 Act). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.
|
vi.
|
Cost of Collection
. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.
|
vii.
|
Governing Law
. This Note shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of California or in the federal courts located in the state and county of Los Angeles. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon
forum non conveniens
. The Company and Holder waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.
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viii.
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Certain Amounts
. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.
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ix.
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Denominations
. At the request of the Holder, upon surrender of this Note, the Borrower shall promptly issue new Notes in the aggregate outstanding principal amount hereof, in the form hereof, in such denominations of at least $50,000 as the Holder shall request.
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x.
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Purchase Agreement
. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.
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xi.
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Notice of Corporate Events
. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any proposed sale, lease or conveyance of all or substantially all of the assets of the Borrower or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.10.
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xii.
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Remedies
. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.
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PRISTINE SOLUTIONS, INC.
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EDWARD W. WITHROW III
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By:
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/s/
Michael J. Borkowski
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By:
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/s/
Edward W. Withrow III
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Name:
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Michael J. Borkowski |
Name:
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Edward W. Withrow III | |
Title:
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President |
Title:
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Individual | |
Dated: | September 10, 2012 | September 10, 2012 | ||
State of: | CALIFORNIA | CALIFORNIA | ||
County of: | LOS ANGELES | LOS ANGELES | ||