NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 2013
NOTE 1:
Nature of Business and Continuance of Operations
The accompanying unaudited interim consolidated
financial statements of Eaton Scientific Systems, Inc. (“the Company”) have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Item 210 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles
for complete financial statements. These interim consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes included thereto for the year ended January 31, 2013, on Form 10-K, as filed with the
Securities and Exchange Commission on May 16, 2013,
as the interim disclosures generally
do not repeat those in the annual statements.
The Company is a development stage company
as defined by ASC 915-10, “Accounting and Reporting by Development Stage Enterprises”. A development stage enterprise
is one in which planned principal operations have not commenced or, if its operations have commenced, there has been no significant
revenues therefrom.
The Company was incorporated in the state of
Nevada on December 8, 2009 under the name Pristine Solutions, Inc. The Company’s wholly owned subsidiary, Pristine Solutions
Limited, was incorporated under the laws of Jamaica. The Company’s original business plan focused on developing a network
of sales points for the sale and service of tankless water heaters in Jamaica, through Pristine Solutions Limited.
On August 23, 2012, the Company and its controlling
stockholders entered into a Share Exchange Agreement (the “Share Exchange”) with Eaton Scientific Systems, Ltd., a
Nevada corporation (“ESSL”) and the shareholders of ESSL (the “ESSL Shareholders”), whereby the Company
acquired 25,000,000 shares of common stock (100%) of ESSL (the “ESSL Stock”) from the ESSL Shareholders. In exchange
for the ESSL Stock, the Company issued 25,000,000 shares of its common stock to the ESSL Shareholders (the “Share Exchange”).
In conjunction with the Share Exchange and
Common Stock Purchase Agreement, the total shares held by the ESSL Shareholders are 265,000,000, or approximately 59.8% of the
issued and outstanding common stock of the Company as of October 30, 2012. In addition, certain ESSL shareholders owning a total
of 135,779,375 shares of the Company’s common stock, representing approximately 30.64% of the issued and outstanding common
stock of the Company, entered into three (3) separate twenty-four (24) month Lock-Up Agreements.
As a result of the Share Exchange and Common
Stock Purchase Agreement, (i) there was a change in control of the Company; (ii)
ESSL became the Company’s
wholly owned subsidiary; and (iii)
the Company intends to continue the ESSL operations as its primary business. In addition,
on November 27, 2012, the Company changed its name to
Eaton Scientific Systems, Inc.
NOTE
: The following notes and any
further reference made to “the Company”, “we”, “us”, “our” and “Eaton”
shall mean Eaton Scientific Systems, Inc. (formerly Pristine Solutions, Inc.) and its wholly-owned subsidiary, Eaton Scientific
Systems, Ltd., unless otherwise indicated.
Headquartered in Beverly Hills, California,
the Company is engaged in biomedical product development in the area of women’s health. The Company’s mission is to
provide solutions to women’s health issues surrounding pre-menopausal, peri-menopausal and post-menopausal conditions. The
Company intends to develop non-hormonal treatments, and address the specific need for a non-hormonal solution to “Hot-Flashes”,
a common symptom experienced by many pre-menopausal and post-menopausal women.
The Company has recently finished its
first Clinical Trial Protocol, and is prepared to conduct the Study. On May 14, 2013, the Company entered into a Clinical Trial/Study
Agreement with the American Institute of Research (the “CTS Agreement”) to, among other things, conduct the Study.
The purpose of the Study will be to demonstrate that Tropine 3, its novel new indication of Homatropine, and existing FDA Approved
drug currently used to treat heavy coughing, has the ability to provide relief to pre-menopausal, menopausal and post-menopausal
women suffering from hot flashes. The Company’s technical mission is to prove its central thesis that Homatropine in an oral
suspension formula can reduce hot flashes in pre-menopausal, menopausal and post-menopausal women through multiple clinical trial
validations
Going Concern
These consolidated financial statements have
been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities
in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and
is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As at April 30, 2013, the
Company had working capital deficit of $7,315, and an accumulated deficit of $1,160,923. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing,
and the attainment of profitable operations from the Company’s future business. These factors raise substantial doubt regarding
the Company’s ability to continue as a going concern.
The financial statements reflect all adjustments
consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results
for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot
continue in existence.
NOTE
2: Summary of Significant Accounting Policies
This summary of significant accounting policies
is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting
principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial
statements.
Basis of Presentation
These consolidated financial statements and
related notes are prepared in accordance with generally accepted accounting principles in the United States and are expressed in
US dollars. The Company’s fiscal year end is January 31.
Development Stage
Company
The Company is a development
stage company as defined by ASC 915-10-05, “Development Stage Entity.” The Company is still devoting substantially
all of its efforts on establishing the business, and its planned principal operations have not commenced. All losses accumulated,
since inception, have been considered as part of the Company’s development stage activities.
Principles of Consolidation
The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiary, Eaton Scientific Systems, Ltd. (“ESSL”). All significant
inter-company accounts and transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements
in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly
evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company
bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company
may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
The Company considers all highly liquid instruments
with maturity of three months or less at the time of purchase to be cash equivalents. As of April 30, 2013 and January 31, 2013,
the Company had no cash equivalents.
Property and Equipment
Property and equipment is comprised of office
equipment, recorded at cost and depreciated using the straight-line method over the estimated useful lives of five to seven years.
Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. During the three
months ended April 30, 2013 and the year ended January 31, 2013, respectively, $7,189 and $1,668 were capitalized to property and
equipment.
Intangible Assets
Intangible assets consist of legal and other
costs incurred in connection with the development of pending patents, and are capitalized and amortized over the shorter of the
economic or legal life of the patent. During the three months ended April 30, 2013 and the year ended January 31, 2013, respectively,
$3,318 and $8,751 were capitalized to product development costs.
Impairment of Long-Lived Assets
The Company’s long-lived assets, including
intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical-cost carrying
value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted
future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future
net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between
the net book value and the fair value of the long-lived asset.
Due to the Company’s
recurring losses, the costs related to its patents were evaluated for impairment and it was determined that future cash flows were
sufficient for recoverability of the asset.
There can be no assurance, however, that market conditions will not change or
demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived
assets.
Financial Instruments
Pursuant to ASC 820,
Fair Value Measurements
and Disclosures
and ASC 825,
Financial Instruments
, an entity is required to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 and 825 establishes a fair value hierarchy
based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
ASC 820 and 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
|
|
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
|
|
|
|
Level
2
|
|
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the
asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets
or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations
in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|
|
|
|
Level 3
|
|
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are
significant to the measurement of the fair value of the assets or liabilities.
|
The Company’s financial instruments consist
principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820 and 825, the fair value of cash is determined
based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values
of all other financial instruments approximate their current fair values because of their nature and respective maturity dates
or durations.
Revenue Recognition
The Company recognizes revenue in accordance
with ASC 605,
Revenue Recognition
. Revenue is recognized only when the price is fixed or determinable, persuasive evidence
of an arrangement exists, the service has been provided, and collectability is reasonably assured. As of April 30, 2013 and January
31, 2013, no revenue has been recognized, as the Company has not commenced operations.
Stock-Based Compensation
The Company records stock-based compensation
in accordance with ASC 718,
Share-Based Payments
, using the fair value method. All transactions in which goods or services
are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to
employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity
instruments issued.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per
share in accordance with ASC 260,
Earning per Share
. ASC 260 requires presentation of both basic and diluted earnings
per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock
using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number
of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares
if their effect is anti dilutive.
Comprehensive Loss
ASC 220,
Comprehensive Income,
establishes
standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, 2013
and January 31, 2013, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
Recently Adopted
Accounting Standards
:
The Company evaluates
the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”),
the US Securities and Exchange Commission (“SEC”), and the Emerging Issues Task Force (“EITF”), to determine
the impact of new pronouncements on US GAAP and the impact on the Company. The Company has recently adopted the following
new accounting standards:
Impairment
Testing-Intangibles:
Issued in July 2012, ASU 2012-02 reduces the cost and complexity of performing an impairment test for
indefinite-lived intangible assets by simplifying how an entity tests those assets for impairment, and improves consistency in
impairment testing guidance among long-lived asset categories. The amendments will be effective for annual and interim impairment
tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted.
Recently Issued
Accounting Standards Updates:
There were various
updates recently issued, most of which represented technical corrections to the accounting literature or application to specific
industries. None of the updates are expected to a have a material impact on the Company’s consolidated financial position,
results of operations or cash flows.
NOTE 3: PREPAID EXPENSES
Prepaid expenses consist of certain consulting
fees paid in advance of services rendered. As of April 30, 2013 and January 31, 2013, respectively, the Company had $0 and $5,000
in prepaid expenses.
NOTE 4: PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
|
|
April 30, 2013
|
|
|
January 31, 2013
|
|
Office equipment
|
|
$
|
2,722
|
|
|
$
|
1,668
|
|
Furniture and fixtures
|
|
|
6,135
|
|
|
|
—
|
|
Sub-total
|
|
|
8,857
|
|
|
|
1,668
|
|
Accumulated depreciation
|
|
|
(216
|
)
|
|
|
—
|
|
Property and equipment, net
|
|
$
|
8,641
|
|
|
$
|
1,668
|
|
Depreciation expense totaled $216 and $0 for
the three months ended April 30, 2013 and 2012, respectively.
NOTE 5: INTANGIBLE ASSETS
Intangible assets consists of the following:
|
|
April 30, 2013
|
|
|
January 31, 2013
|
|
Product development costs
|
|
$
|
48,124
|
|
|
$
|
44,806
|
|
Accumulated amortization
|
|
|
(14,533
|
)
|
|
|
(13,749
|
)
|
Intangible assets, net
|
|
$
|
33,591
|
|
|
$
|
31,057
|
|
Amortization expense totaled $783 and $601
for the three months ended April 30, 2013 and 2012, respectively.
NOTE
6: Related Party Transactions
Due to affiliates and related parties consists
of the following:
|
|
April 30, 2013
|
|
|
January 31, 2013
|
|
Loans to the Company
|
|
$
|
134,924
|
|
|
$
|
194,824
|
|
Notes payable for accrued compensation
|
|
|
273,000
|
|
|
|
273,000
|
|
Total related party loans
|
|
|
407,924
|
|
|
|
467,824
|
|
Accrued compensation
|
|
|
65,000
|
|
|
|
6,000
|
|
Reimbursable expenses
|
|
|
(467
|
)
|
|
|
37
|
|
Total related party payable
|
|
|
64,533
|
|
|
|
6,037
|
|
Total related party transactions
|
|
$
|
472,457
|
|
|
$
|
473,861
|
|
As at April 30,
2013, affiliates and related parties are due a total of $472,457, which is comprised of $134,924 in cash loans, $273,000 of accrued
compensation converted to notes payable, $65,000 in unpaid compensation, and $467 due from related parties for reimbursable expenses.
During the three months ended April 30, 2013, cash loans decreased by $59,900, unpaid compensation increased by $59,000,
and reimbursable expenses decreased by $504.
On August 31, 2012, the Company issued a promissory
note in the amount of $168,000 to Huntington Chase Financial Group (“HCFG”), a Nevada corporation, whose principal
is a related party, for all unpaid compensation owing under a related consulting agreement dated July 10, 2008. The promissory
note is payable within three years, and accrues interest at a rate of 7% per annum. Interest in the amount of $7,797 and $4,930
has been accrued as of April 30, 2013 and January 31, 2013, respectively, and is included as an accrued expense on the accompanying
consolidated balance sheets.
On January 1, 2013,
the Company
entered into a consulting agreement with HCFG. The consulting agreement provides
for HCFG to provide advisory services to the Company for a period of three years for compensation in the amount of $15,000 per
month, plus a one-time payment of $90,000 for prior services rendered.
On January 31, 2013, a promissory note was issued
by the Company in the amount of $105,000 for unpaid compensation owing under this agreement through January 31, 2013. The promissory
note is payable within three years, and accrues interest at a rate of 7% per annum. Interest in the amount of $1,792 and $0 has
been accrued as of April 30, 2013 and January 31, 2013, respectively, and is included as an accrued expense on the accompanying
consolidated balance sheets. In addition, as of April 30, 2013, $45,000 in compensation not included in the promissory note has
been recorded as related party unpaid compensation.
On January 7, 2013, the Company issued a convertible
promissory note in the amount of $195,000 to a related party for cash loans made to the Company. The promissory note accrues interest
at a rate of 6% per annum, and is convertible into the Company’s common stock. A total of $59,900 and $176, in principal
repayments were made during the three months ended April 30, 2013 and the year ended January 31, 2013, respectively, resulting
in a principal balance of $134,924 and $194,824 as of April 30, 2013 and January 31, 2013, respectively. Interest in the amount
of $11,798 and $9,485 has been accrued as of April 30, 2013 and January 31, 2013, respectively, and is included as an accrued expense
on the accompanying consolidated balance sheets.
On September 1, 2012, the Company entered into
an employment agreement with Mr. Michael J. Borkowski (the “Employment Agreement”) to serve as the Company’s
President, CEO, and Director of the Board of Directors. The Employment Agreement is for a term of three years, and includes compensation
in the amount of $72,000 per year, bonus compensation in the amount of $100,000 contingent upon the Company meeting certain goals,
5,000,000 stock options, and certain other benefits in the event they are offered by the Company in the future. As of April 30,
2013 and January 31, 2013, respectively, $20,000 and $6,000 has been recorded as related party unpaid compensation.
As of April 30, 2013 and January 31, 2013,
respectively, the Company has accrued $21,387 and $14,414 in interest on related party loans.
NOTE 7: NOTES AND LOANS PAYABLE
On January 7, 2013, the Company issued a Convertible
Promissory Note in the amount of $250,000 to a non-related party (the “Convertible Note”). The Convertible Note is
payable within two years, accrues interest at a rate of 6% per annum, and is convertible into the Company’s common stock.
Interest in the amount of $4,642 and $986 has been recorded as of April 30, 2013 and January 31, 2013, respectively, and is included
as an accrued expense on the accompanying consolidated balance sheets.
As of April 30, 2013 and January 31, 2013,
respectively, the Company has accrued $4,643 and $986 in interest on notes and loans payable
NOTE 8: COMMITMENTS
AND CONTINGENCIES
On August 28, 2012, the Company’s wholly
owned subsidiary, Eaton Scientific Systems, Ltd. entered into a Consulting Agreement with Dr. David Stark (the “Stark Agreement”).
The Stark Agreement, effective September 1, 2012, is for a period of 12 months, and provides compensation in the amount of $4,000
per month. As of April 30, 2013 and January 31, 2013, respectively $20,500 and $11,000 in unpaid compensation has been included
in accounts payable on the accompanying consolidated balance sheets.
NOTE 9: COMMON STOCK
On February 27, 2012, the Company authorized
an increase to the authorized number of shares of common stock from 100,000,000 shares to 650,000,000 shares and decreased the
authorized preferred stock from 100,000,000 shares to 50,000,000 shares. In addition, the par value of the Company’s common
stock was changed from $0.001 per share to $0.0001 per share.
The following reflects the common stock
transactions as adjusted for the change in par value.
In June 2012, the Company issued 1,409,375
shares of its common stock for services rendered valued at $5,638. As a result, $5,497 has been recorded as paid in capital.
In July 2012, the Company effected a 4-to-1
reverse split, whereby each shareholder would receive one (1) share of common stock for each four (4) shares of common stock held.
The reverse split resulted in the 100,000,000 shares issued and outstanding to be reduced by 75,000,000 shares, leaving 25,000,000
total shares of common stock issued and outstanding.
On August 23, 2012, in connection with the
Share Exchange, the Company’s common shares were recapitalized by an addition of 418,000,686 common stock shares. As a result,
$41,800 was recorded to paid in capital.
As of April 30, 2013 and January 31, 2013,
443,000,686 shares of the Company’s common stock were issued and outstanding.
NOTE 10: WARRANTS AND OPTIONS
On September 1, 2012, the Company adopted the
Employee Stock Option Plan (“2012 Plan”), wherein 25,000,000 shares of common stock were reserved for issuance. The
2012 Plan is intended to assist the Company in securing and retaining key employees, directors and consultants by allowing them
to participate in the Company’s ownership and growth through the grant of incentive and non-qualified options.
On September 1, 2012,
the Company, under its 2012 Plan, granted qualified stock options to purchase 6,500,000 shares of its common stock. Of the total
options granted, 5,000,000 were granted to the sole officer of the Company at $0.10 per share, and 1,500,000 were granted to a
consultant at $0.25 per share. All options are for a period of 5 years, vest quarterly over a period of two years, and were valued
using the Black-Scholes valuation method at $0.41 per share, or $2,665,000, which is being amortized over a 24-month period.
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
Exercise Price
|
|
|
Weighted
|
|
|
|
|
Number of
|
|
|
Contractual Life
|
|
|
times Number
|
|
|
Average
|
|
Exercise Price
|
|
|
Shares
|
|
|
(in years)
|
|
|
of Shares
|
|
|
Exercise Price
|
|
$
|
0.10
|
|
|
|
5,000,000
|
|
|
|
4.50
|
|
|
$
|
500,000
|
|
|
$
|
0.10
|
|
$
|
0.25
|
|
|
|
1,500,000
|
|
|
|
4.50
|
|
|
|
375,000
|
|
|
$
|
0.25
|
|
|
|
|
|
|
6,500,000
|
|
|
|
|
|
|
$
|
875,000
|
|
|
$
|
0.20
|
|
Options Activity
|
|
Number of Shares
|
|
|
Weighted Average Exercise Price
|
|
|
|
|
|
|
|
|
Outstanding at January 31, 2013
|
|
|
6,500,000
|
|
|
$
|
0.20
|
|
Issued
|
|
|
—
|
|
|
|
—
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
Expired / Cancelled
|
|
|
—
|
|
|
|
—
|
|
Outstanding at April 30, 2013
|
|
|
6,500,000
|
|
|
$
|
0.20
|
|
During the three months
ended April 30, 2013 and the year ended January 31, 2013, respectively, the Company expensed a total of $222,083 and $222,083 in
stock option compensation. There remains $2,220,834 and $2,442,917 in deferred stock option compensation at April 30, 2013 and
January 31, 2013, respectively, to be amortized over the next 18 months.
As of April 30, 2013
and January 31, 2013, the Company has no warrants and 6,500,000 options issued and outstanding.
NOTE 11: INCOME TAXES
The components of the net deferred tax asset
at April 30, 2013 and January 31, 2013, the statutory tax rate, the effective tax rate and the amount of the valuation allowance
are indicated below:
|
|
April 30, 2013
|
|
|
January 31, 2013
|
|
|
|
|
|
|
|
|
Income (Loss) Before Taxes
|
|
$
|
(358,090
|
)
|
|
$
|
(570,344
|
)
|
Statutory rate
|
|
|
34
|
%
|
|
|
34
|
%
|
|
|
|
|
|
|
|
|
|
Computed expected tax payable (recovery)
|
|
$
|
122,400
|
|
|
$
|
194,300
|
|
Non-deductible expenses
|
|
|
(300
|
)
|
|
|
(400
|
)
|
Change in valuation allowance
|
|
|
(122,100
|
)
|
|
|
(193,900
|
)
|
|
|
|
|
|
|
|
|
|
Reported income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
The significant components of deferred income
tax assets and liabilities at April 30, 2013 and January 31, 2013 are as follows:
|
|
April 30, 2013
|
|
|
January 31, 2013
|
|
|
|
|
|
|
|
|
Net operating loss carried forward
|
|
$
|
394,000
|
|
|
$
|
271,900
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance
|
|
|
(394,000
|
)
|
|
|
(271,900
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred income tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
NOTE 12: SUBSEQUENT EVENTS
On May 14, 2013, the Company entered
into a Clinical Trial/Study Agreement with the American Institute of Research (the “CTS Agreement”). The purpose of
the Study will be to demonstrate that Tropine 3, its novel new indication of Homatropine, and existing FDA Approved drug currently
used to treat heavy coughing, has the ability to provide relief to pre-menopausal, menopausal and post-menopausal women suffering
from hot flashes. Pursuant to the CTS Agreement, the cost for the Study is approximately $257,875, based upon 50 (fifty) patients,
not to exceed a cost of $5,037.50 per patient, plus preparation and pharmaceutical fees of $6,000.
* * * * *